10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K

(Mark One)

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-34146

CLEARWATER PAPER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	20-3594554
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
601 W. Riverside Avenue, Suite 1100
Spokane, Washington	99201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (509) 344-5900

Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS	NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock ($0.0001 par value per share)	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨ Yes    ý No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ¨ Yes    ý No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý Yes    ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý Yes    ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ¨ Yes    ý No

As of June 30, 2018 (the last business day of the registrant’s most recently completed second quarter), the aggregate market value of the common stock held by non-affiliates of the registrant was $373.9 million. Shares of common stock beneficially held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 11, 2019, 16,515,156 shares of the registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement to be filed on or about April 2, 2019, with the Securities and Exchange Commission in connection with the registrant’s 2019 Annual Meeting of Stockholders are incorporated by reference in Part III hereof.

CLEARWATER PAPER CORPORATION

Index to 2018 Form 10-K

		PAGE NUMBER
	PART I
ITEM 1.	Business	2-8
ITEM 1A.	Risk Factors	9-18
ITEM 1B.	Unresolved Staff Comments	19
ITEM 2.	Properties	20
ITEM 3.	Legal Proceedings	21
ITEM 4.	Mine Safety Disclosures	21
	PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer   Purchases of Equity Securities	22
ITEM 6.	Selected Financial Data	22
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of   Operations	23-41
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risks	42
ITEM 8.	Financial Statements and Supplementary Data	43-90
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial   Disclosure	91
ITEM 9A.	Controls and Procedures	91-92
ITEM 9B.	Other Information	92
	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	93
ITEM 11.	Executive Compensation	93
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related   Stockholder Matters	94
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	94
ITEM 14.	Principal Accounting Fees and Services	94
	PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	95-99
ITEM 16.	Form 10-K Summary	100
SIGNATURES		101

Part I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Our disclosure and analysis in this report contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding production quality and quantity, costs and timing associated with the expansion of our Shelby, North Carolina facility; our strengths and related benefits; our strategy; pulp production and the continuous digester at our Idaho facility; competitive market conditions, raw materials and input usage and costs, including energy costs and usage; sellling, general and administrative cost reduction benefits; strategic projects and related costs and benefits; energy conservation; cash flows; capital expenditures; return on investment from capital projects; tax rates; operating costs; selling, general and administrative expenses; timing of and costs related to major maintenance and repairs; liquidity; benefit plan funding levels; capitalized interest; and interest expenses. Words such as “anticipate,” “expect,” “intend,” “plan,” “target,” “project,” “believe,” “schedule,” “estimate,” “may,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based on management’s current expectations, estimates, assumptions and projections that are subject to change. Our actual results of operations may differ materially from those expressed or implied by the forward-looking statements contained in this report. Important factors that could cause or contribute to such differences in operating results include those risks discussed in Item 1A of this report, as well as the following:

• competitive pricing pressures for our products, including as a result of increased capacity as additional manufacturing facilities are operated by our competitors;

• the loss of, changes in prices in regard to, or reduction in, orders from a significant customer;

• changes in customer product preferences and competitors' product offerings;

• our ability to complete construction of our new tissue manufacturing operations in Shelby, North Carolina on time and within current cost expectations;

• customer acceptance and timing and quantity of purchases of our tissue products, including the existence of sufficient demand for and the quality of tissue produced by our expanded Shelby, North Carolina operations when they are completed;

• consolidation and vertical integration of converting operations in the paperboard industry;

• our ability to successfully implement our operational efficiencies and cost savings strategies, along with related capital projects, and achieve the expected operational or financial results of those projects, including from the continuous digester at our Lewiston, Idaho facility;

• changes in the cost and availability of wood fiber and wood pulp;

• changes in transportation costs and disruptions in transportation services;

• labor disruptions;

• changes in the U.S. and international economies and in general economic conditions in the regions and industries in which we operate;

• manufacturing or operating disruptions, including IT system and IT system implementation failures, equipment malfunctions and damage to our manufacturing facilities;

• changes in costs for and availability of packaging supplies, chemicals, energy and maintenance and repairs;

• larger competitors having operational and other advantages;

• cyclical industry conditions;

• changes in expenses, required contributions and potential withdrawal costs associated with our pension plans;

• environmental liabilities or expenditures;

• cyber-security risks;

• reliance on a limited number of third-party suppliers for raw materials;

• our ability to attract, motivate, train and retain qualified and key personnel;

• material weaknesses in our internal control over financial reporting;

• our substantial indebtedness and ability to service our debt obligations;

• restrictions on our business from debt covenants and terms; and

• changes in laws, regulations or industry standards affecting our business.

Forward-looking statements contained in this report present management’s views only as of the date of this report. Except as required under applicable law, we do not intend to issue updates concerning any future revisions of management’s views to reflect events or circumstances occurring after the date of this report. You are advised, however, to consult any further disclosures we make on related subjects in our quarterly reports on Form 10-Q and current reports on Form 8-K filed with the Securities and Exchange Commission, or SEC.

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ITEM 1.

Business

GENERAL

Clearwater Paper manufactures quality consumer tissue, away-from-home (or AFH) tissue, parent roll tissue, bleached paperboard and pulp at manufacturing facilities across the nation. The Company is a premier supplier of private label tissue to major retailers and wholesale distributors, including grocery, drug, mass merchants and discount stores. In addition, the company produces bleached paperboard used by quality-conscious printers and packaging converters, and offers services that include custom sheeting, slitting and cutting. Clearwater Paper's employees build shareholder value by developing strong customer relationships through quality and service.

On December 16, 2016, we acquired Manchester Industries, or Manchester, an independently-owned paperboard sales, sheeting and distribution supplier to the packaging and commercial print industries. The addition of Manchester's customers to our paperboard business extended our reach and service platform to small and mid-sized folding carton plants, as we now offer a range of converting services that include custom sheeting, slitting and cutting. These converting operations include five strategically located facilities in Virginia, Pennsylvania, Indiana, Texas and Michigan.

On March 31, 2017, we permanently closed our Oklahoma City, Oklahoma converting facility.

On August 21, 2018, we completed the sale of our Ladysmith, Wisconsin tissue manufacturing facility to a private buyer.

Company Strengths

Leading private label tissue manufacturer with a broad U.S. footprint. Our Consumer Products business is a premier private label tissue manufacturer. We have through-air-dried, or TAD, tissue manufacturing facilities in Shelby, North Carolina and Las Vegas, Nevada, and non-TAD manufacturing facilities located in Lewiston, Idaho and Neenah, Wisconsin, as well as converting operations strategically located across the United States. In addition, in 2019 we expect to complete construction of a new NTT machine at our Shelby facility that will produce a variety of high-quality ultra-premium and premium bath, paper towel and napkin products. We believe we were the seventh largest tissue manufacturer in the North American tissue market as of December 31, 2018, based on tissue parent roll capacity. Our broad manufacturing footprint allows us to service a diverse customer base, on a cost effective basis, including major grocery store chains and retailers across the U.S.

High quality brand-equivalent tissue and other products to meet retailers' private label strategies.Our Consumer Products business produces high-quality products that match the quality of the leading national brands. We focus on high value tissue products across a wide variety of categories and retail channels. We also manufacture a broad range of cost-competitive consumer tissue products, as well as recycled tissue and tissue parent rolls.

High quality premium bleached paperboard products. Our Pulp and Paperboard business produces premium paperboard products with ultra-smooth print surfaces, superior cleanliness, and excellent forming and sealing characteristics. Products are available in several thicknesses to provide the level of rigidity and strength needed for a wide range of applications. The high quality of our paperboard allows buyers to use our products for packaging where branding and quality are critical, such as ice cream containers, drink cups, health and beauty packaging, pharmaceutical packaging, and point of purchase displays.

Long-standing customer relationships.Our Consumer Products business supplies private label tissue products to several of the largest national retail chains. Our top 10 Consumer Products customers in 2018 accounted for approximately 80% of our total consumer products net sales. The average tenure of these customer relationships was approximately 12 years. Our Consumer Products business served 69 customers in 2018 across a broad geographic area. We also have long-standing customer relationships with our paperboard customers. Our top 10 paperboard customers in 2018 accounted for approximately 40% of our total paperboard net sales. The average tenure of these customer relationships was approximately 30 years.

Strategically positioned Pulp and Paperboard facilities. Our Pulp and Paperboard mill in Lewiston, Idaho is one of only two solid bleach sulfate, or SBS, paperboard mills, and the only coated SBS paperboard mill, in the Western U.S. to offer a full range of specialized products to meet the needs of customers for traditional folding carton, plates, cups and liquid packaging products. This facility's geographic location reduces transportation costs to customers in North America as well as Asia, which allows us to compete on a cost-advantaged basis relative to East Coast producers. Our Cypress Bend, Arkansas mill is centrally located, which reduces transportation costs to the Midwestern and Eastern U.S. and complements the Lewiston mill in shipping to customers nationwide.

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Largely integrated pulp and tissue operations. Our Consumer Products business sources a significant portion of its pulp supply internally from our pulp and paperboard operations in Idaho. This relationship provides our Consumer Products business with a secure pulp supply as well as significant transportation and drying cost savings, provides our pulp and paperboard business with a steady demand source and helps mitigate input cost volatility associated with purchasing external pulp.

Strategy

Our long-term strategy is to expand our business to meet the needs of our customers and optimize the profitability of both our consumer products business and our paperboard business. In the near-term, our focus is on successfully completing strategic capital projects, optimizing the operating efficiency and cost effectiveness of both segments of our company and reducing debt.

ORGANIZATION

Our businesses are organized into two operating segments: Consumer Products and Pulp and Paperboard. Additional information relating to the amounts of net sales, operating income, depreciation and amortization, identifiable assets and capital expenditures attributable to each of our operating segments for 2016-2018, as well as geographic information regarding our net sales, is set forth in Note 19, "Segment Information" to our consolidated financial statements included under Part II, Item 8 of this report.

Consumer Products Segment

Our Consumer Products segment manufactures and sells a complete line of at-home tissue products as well as AFH products. Our integrated manufacturing and converting operations and geographic footprint enable us to deliver a broad range of cost-competitive products with brand equivalent quality to our customers. In 2018, our Consumer Products segment had net sales of $884.8 million. A listing of our Consumer Products segment facilities is included under Part I, Item 2 of this report.

Tissue Industry Overview

The U.S. tissue market can be divided into two market segments: the at-home or consumer retail purchase segment, which represented approximately two-thirds of our U.S. tissue sales in 2018; and the AFH segment, which represents the remaining one-third of U.S. tissue market sales and includes tissue for locations such as restaurants, hotels and office buildings.

The U.S. at-home tissue segment consists of bath, paper towels, facial and napkin products categories. Each category is further distinguished according to quality segments: ultra, premium, value and economy. As a result of manufacturing process improvements and consumer preferences, the majority of at-home tissue sold in the U.S. is ultra and premium quality.

At-home tissue producers are comprised of companies that manufacture branded tissue products, private label tissue products, or both. Branded tissue suppliers manufacture, market and sell tissue products under their own nationally branded labels. Private label tissue producers manufacture tissue products for retailers to sell as their store brand.

In the U.S., at-home tissue is primarily sold through grocery stores, mass merchants, warehouse clubs, drug stores and discount dollar stores. Tissue has historically been one of the strongest segments of the paper industry due to its steady demand growth largely due to population growth in the U.S., that occur in a number of other paper industry segments. In addition to economic and demographic drivers, tissue demand is affected by product innovations and shifts in distribution channels.

Our Consumer Products Business

We believe that we are the only U.S. consumer tissue manufacturer that solely produces a full line of quality private label tissue products for large retail trade channels. Most U.S. tissue producers manufacture only branded products, or both branded and private label products, or in the case of certain smaller or midsize manufacturers, only produce a limited range of tissue products or quality segments. Because we do not mass produce and market branded tissue products, we believe we are able to offer products that match the quality of leading national brands, but generally at lower prices. We utilize independent companies to routinely test our product quality.

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In bathroom tissue, the majority of our sales are high quality two-ply ultra and premium products. In paper towels, we produce and sell ultra quality towels as well as premium and value towels. In the facial category, we sell ultra-lotion three-ply and a complete line of two-ply premium products, as well as value facial tissue. In napkins, we manufacture ultra two- and three-ply dinner napkins, as well as premium and value one-ply luncheon napkins. Value grade products utilizing recycled fiber are also produced for customers who wish to further diversify their product portfolio. We compete primarily in the at-home portion of the U.S. tissue market, which made up approximately 90% of our Consumer Products segment sales in 2018.

We manufacture and sell a line of AFH products to customers with commercial and industrial tissue needs. Products include conventional one- and two-ply bath tissue, two-ply paper towels, hard wound towels and dispenser napkins.

As of December 31, 2018, our consumer products were manufactured on 8 paper machines at four facilities located throughout the U.S. Parent rolls from our paper machines are then converted and packaged at our converting facilities located across the U.S. Two of our paper machines, located in Las Vegas, Nevada and Shelby, North Carolina, produce TAD tissue that we convert into national brand comparable, ultra quality towels and bath tissue. Our new paper machine in Shelby, which we expect to be completed in early 2019 and will be fully operational in 2020, will provide national brand comparable ultra-premium and premium quality towels and bath tissue.

We had one customer in the Consumer Products segment, the Kroger Company, that accounted for approximately 11.1% of our total consolidated net sales in 2018, approximately 15.3%, of our total consolidated net sales in 2017, and approximately 13.4%, of our total company net sales in 2016.

We sell private label tissue products through our own sales force and compete based on product quality, customer service and price. We deliver customer-focused business solutions by assisting in managing product assortment, category management, and pricing and promotion optimization.

Pulp and Paperboard Segment

Our Pulp and Paperboard segment manufactures and markets bleached paperboard for the high-end segment of the packaging industry and is a leading producer of SBS paperboard. It also offers services that include custom sheeting, slitting and cutting of paperboard. This segment also produces hardwood and softwood pulp, which is primarily used as the basis for our paperboard products, and slush pulp, which supplies to our Consumer Products segment. In 2018, our Pulp and Paperboard segment had net sales of $839.4 million. A listing of our Pulp and Paperboard segment facilities is included under Part I, Item 2 of this report.

Pulp and Paperboard Industry Overview

SBS paperboard is a premium paperboard grade that is most frequently used to produce folding cartons, liquid packaging, cups and plates, blister and carded packaging, top sheet, and commercial printing items. SBS paperboard is used for such products because it is manufactured using virgin fiber combined with the kraft bleaching process, which results in superior cleanliness, brightness and consistency. SBS paperboard is often manufactured with a clay coating to provide superior surface printing qualities. We also have the capability to produce targeted grades with a percentage of post-consumer furnish. SBS paperboard can also be extrusion coated with a barrier film to provide moisture protection for some uses.

In general, the process of making paperboard begins by chemically cooking wood fibers to make pulp. The pulp is bleached to provide a white, bright pulp, which is formed into paperboard. Bleached pulp that is to be used as market pulp is dried and baled on a pulp drying machine, bypassing the paperboard machines. The various grades of paperboard are wound into rolls for converting to final end users. Liquid packaging and cup stock grades are often coated with polyethylene, a plastic coating, in a separate operation to create a resistant and durable liquid barrier.

Folding Carton Category. Folding carton is the largest portion of the SBS category of the U.S. paperboard industry, comprising approximately 40% of the category in 2018. Within the folding carton segment there are varying qualities of SBS paperboard. The high end of the folding carton category in general requires a premium print surface and includes uses such as packaging for pharmaceuticals, cosmetics and other premium retail goods. SBS paperboard is also used in the packaging of frozen foods, beverages and baked goods.

Liquid Packaging and Cup Category. SBS liquid packaging paperboard is primarily used in the U.S. for the packaging of juices. In Japan and other Asian countries, SBS liquid packaging paperboard is primarily used for the packaging of milk and a wide range of consumable liquids, including alcoholic beverages. The cup segment of the market consists primarily of hot and cold drink cups and food packaging. The hot and cold cups are primarily used to serve beverages in quick-service restaurants, while round food containers are often used for packaging premium ice-cream, hot noodle and dry food products.

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Commercial Printing Category. Commercial printing applications use bleached bristols, which are heavyweight paper grades, to produce postcards, signage and promotional literature. Bristols can be clay coated on one side or both sides for applications such as brochures, presentation folders and paperback book covers. Customers in this segment are accustomed to high-quality paper grades, which possess superior printability and brightness compared to most paperboard packaging grades. Suppliers to this segment must be able to deliver small volumes, often within 24 hours.

Market Pulp. The majority of the pulp manufactured worldwide is used in paper and paperboard production, usually at the same mill location. In those cases where a paper mill is not paired with pulp production operations or requires pulp with different production qualities, it must purchase pulp on the open market. Market pulp is defined as pulp produced for sale to these customers and it excludes tonnage consumed by the producing mill or shipped to any of its affiliated mills within the same company.

Our Pulp and Paperboard Business

Our Pulp and Paperboard segment operates pulp and paperboard facilities in Idaho, which has two paperboard machines, and Arkansas, which has one paperboard machine. As of December 31, 2018, we were one of the fourlargest producers of bleached paperboard in North America with approximately 14% of the available production capacity. Additionally, we provide custom sheeting, slitting, and cutting of paperboard products from five converting facilities.

Our overall pulp and paperboard production consists primarily of folding carton, liquid packaging, cup and plate products, blister and carded packaging, top sheet, commercial printing grades and hardwood and softwood pulp.

Folding carton board used in pharmaceuticals, cosmetics and other premium packaging, such as those that incorporate foil and holographic lamination, accounts for the largest portion of our total paperboard sales. We focus on high-end folding carton applications where the heightened product quality requirements provide for differentiation among suppliers, generally resulting in margins that are more attractive than less demanding packaging applications.

Our liquid packaging paperboard is known for its cleanliness and printability, and is engineered for long-lived performance due to its three-ply, softwood construction. Our reputation for producing liquid packaging meeting the most demanding standards for paperboard quality and cleanliness has resulted in meaningful sales in Japan, where consumers have a particular tendency to associate blemish-free, vibrant packaging with the cleanliness, quality and freshness of the liquids contained inside.

We also sell cup stock and plate stock grades for use in standard food service products.

With the exception of our capability to supply just-in-time sheeting and narrow rolls, we do not produce converted paperboard end-products, so we are not simultaneously a supplier of and a competitor to our customers in key market segments, notably folding carton and cup. Of the five largest SBS paperboard producers in the U.S., we are the only producer that does not convert SBS paperboard into folding cartons, cups, plates, or liquid packaging end-use products. We position our independent status to attract a diverse group of loyal customers because when there is increased market demand for paperboard, we do not divert our production to internal uses.

We can convert paperboard parent rolls to flat sheets and narrow rolls, which expands our in-market service capabilities and allows us to support small and mid-sized folding carton converters that buy sheeted paperboard to convert into packaging end-products. Providing a service platform in this way expands the key folding carton segment of our business and does not compete with our customers in other key market segments.

At our Idaho facility we produce bleached softwood pulp primarily for internal use, including in our Consumer Products segment.

With the recent installation of a continuous pulp digester at our Idaho facility, our pulp mills are capable of producing approximately 904,000 tons of pulp on an annual basis. We completed the continuous pulp digester installation at our Idaho facility at the end of the third quarter of 2017. In 2018, we produced approximately 838,000 tons of pulp in the aggregate and utilized approximately 81% of that production, or approximately 680,000 tons, to produce approximately 810,000 tons of paperboard. The increase in tonnage from pulp to paperboard production is due to the addition of coatings and other manufacturing processes. We also used approximately 19% of our pulp production, or approximately 156,000 tons, in our Consumer Products segment to produce tissue products. The remaining pulp production of less than 1%, or approximately 2,000 tons, was sold externally by our Consumer Products segment.

We utilize various methods for the sale and distribution of our paperboard and softwood pulp. The majority of our paperboard is sold to packaging converters domestically through sales managers located throughout the U.S., with a smaller percentage channeled through distribution to commercial printers. Additionally, we directly sell sheeted paperboard products to folding carton converters, merchants and commercial printers. The majority of our international paperboard sales are conducted through sales agents and are primarily denominated in U.S. dollars. Our principal methods of competing are product quality, customer service and price.

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RAW MATERIALS AND INPUT COSTS

For our manufacturing operations, the principal raw material used is wood fiber, which consists of purchased pulp and chips, sawdust and logs. In 2018, our Consumer Products segment sourced approximately 51% of its total pulp supply internally, with the remainder purchased from external suppliers. We own and operate a wood chipping facility located in Clarkston, Washington, near our Lewiston, Idaho, facility, which we believe bolsters our wood fiber position and provides short-term and long-term cost savings.

We utilize a significant amount of chemicals in the production of pulp and paper, including caustic, polyethylene, starch, sodium chlorate, latex and specialty process paper chemicals. A portion of the chemicals used in our manufacturing processes, particularly in the pulp-making process, are petroleum-based or are impacted by petroleum prices.

Transportation is a significant cost input for our business. Fuel prices, mileage driven and line-haul rates impact our transportation costs for delivery of raw materials to our manufacturing facilities, internal inventory transfers and delivery of our finished products to customers.

We consume substantial amounts of energy, such as electricity, hog fuel, steam and natural gas. We purchase a significant portion of our natural gas and electricity under supply contracts, most of which are between a specific facility and a specific local provider. Under most of these contracts, the providers have agreed to provide us with our requirements for a particular type of energy at a specific facility. Most of these contracts have pricing mechanisms that adjust or set prices based on current market prices. In addition, we use firm-price contracts to mitigate price risk for certain of our energy requirements.

As a significant producer of private label consumer tissue products, we also incur expenses related to packaging supplies used for retail chains, wholesalers and cooperative buying organizations.

Our maintenance and repairs are expensed as incurred. We perform routine maintenance on our machines and equipment and periodically replace a variety of parts such as motors, pumps, pipes and electrical parts.

We also record depreciation expense associated with our plant and equipment.

Further information regarding our raw material and input costs is included under "Operating Costs" within Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report.

SEASONALITY

Our Consumer Products segment experiences a decrease in shipments during the fourth quarter generally as a result of decreased consumer demand, retail brand holiday promotions, and end of year inventory management by non-retail customers.  In addition, customer buying patterns for our paperboard generally result in lower sales for certain grades of our Pulp and Paperboard segment during the first and fourth quarters, when compared to the second and third quarters of a given year.

ENVIRONMENTAL

Information regarding environmental matters is included under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report, and is incorporated herein by reference.

WEBSITE

Interested parties may access our periodic and current reports filed with the SEC, at no charge, by visiting our website, www.clearwaterpaper.com. In the menu select “Investor Relations,” then select “Financial Information & SEC Filings.” Information on our website is not part of this report.

EMPLOYEES

As of December 31, 2018, we had approximately 3,130 employees, of which approximately 1,750 were employed by our Consumer Products segment, approximately 1,230 were employed by our Pulp and Paperboard segment, and approximately 150 were corporate administration employees. This workforce consisted of approximately 710 salaried employees and approximately 2,420 hourly and fixed rate employees. As of December 31, 2018, approximately 48% of our workforce was covered under collective bargaining agreements.

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Unions represent hourly employees at three of our manufacturing sites. We had three hourly union labor contracts that expired in 2017 and 2018 and are currently being renegotiated:

CONTRACT EXPIRATION DATE	DIVISION AND LOCATION	UNION	APPROXIMATE NUMBER OF HOURLY EMPLOYEES
August 31, 2017	Consumer Products Division & Pulp & Paperboard Division - Lewiston, Idaho	United Steel Workers (USW)	855
August 31, 2017	Consumer Products Division & Pulp & Paperboard Division - Lewiston, Idaho	International Brotherhood of Electrical Workers (IBEW)	60
May 31, 2018	Pulp & Paperboard Division - Lewiston, Idaho, No. 4 Power Boiler Unit	International Association of Machinists (IAM)	30

The following hourly union labor contract expires in 2019:

CONTRACT EXPIRATION DATE	DIVISION AND LOCATION	UNION	APPROXIMATE NUMBER OF HOURLY EMPLOYEES
July 31, 2019	Pulp & Paperboard Division - Cypress Bend, Arkansas	United Steel Workers (USW)	260

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EXECUTIVE OFFICERS OF THE REGISTRANT

The following individuals are deemed our “executive officers” under the Securities Exchange Act of 1934 as of December 31, 2018. Executive officers of the company are generally appointed as such at the annual meeting of our board, and each officer holds office until the officer’s successor is duly elected and qualified or until the earlier of the officer’s death, resignation, retirement, removal by the board or as otherwise provided in our bylaws. There are no arrangements or understandings between any of our executive officers and any other persons pursuant to which they were selected as officers. No family relationships exist among any of our executive officers.

Linda K. Massman (age 52), has served as President and Chief Executive Officer, as well as a director, since January 2013. Ms. Massman served as President and COO from November 2011 to December 2012. She served as CFO and Senior Vice President, Finance from May 2011 to November 2011, and as CFO and Vice President, Finance from December 2008 to May 2011. From September 2008 to December 2008, Ms. Massman served as Vice President of Potlatch Corporation pending completion of the spin-off of Clearwater Paper Corporation. From May 2002 to August 2008, Ms. Massman was Group Vice President, Finance and Corporate Planning, for SUPERVALU Inc., a grocery retail company. In 2017, Ms. Massman served in the position of board chair for the American Forest & Paper Association (AF&PA), the national trade association of the forest products industry. Ms. Massman has served as a director of TreeHouse Foods, Inc. (NYSE:THS) since July 2016 and is a member of its Audit Committee. She served as a member of their Nominating and Governance Committee from 2016 to 2018. Ms. Massman also served as a director of Black Hills Corporation (NYSE: BKH), an energy company, from January 2015 to July 2018 and was a member of its Compensation Committee.

John D. Hertz (age 52) joined the company in June 2012 as Senior Vice President, and has served as Senior Vice President, Finance and Chief Financial Officer since August 2012. From June 2010 to June 2012, Mr. Hertz was the Vice President and Chief Financial Officer of Novellus Systems, Inc. From October 2007 to June 2010, he served as Novellus' Vice President of Corporate Finance and Principal Accounting Officer and as Vice President and Corporate Controller from June 2007 to October 2007. From 2000 to 2007, Mr. Hertz worked for Intel Corporation where he held a number of positions, including Central Finance Controller of the Digital Enterprise Group, Finance Controller of the Enterprise Platform Services Division and Accounting Policy Controller. Prior to that, Mr. Hertz was a Senior Manager with KPMG LLP.

Steve M. Bowden (age 55) has served as Senior Vice President, General Manager, Pulp and Paperboard Division since October 1, 2018. Prior to joining the company, from September 2016 to November 2017, Mr. Bowden was the North American Region Vice President - Labels for Constantia Fleibles, which was subsequently acquired by the Multi-Color Corporation at which he served as President, North America Food and Beverage Division from November 2017 to September 2018. From March 2013 to September 2016, Mr. Bowden was President and COO of Quality Associates, a contract packager. From March 2010 to September 2013, Mr. Bowden was the Executive Vice President, Marketing and Strategy of xpedx, a division of International Paper focused on the print, packaging, and facility supplies product segments.  Mr. Bowden worked for International Paper for more than twenty-six years, including in sales management and as a manager of a coated paperboard mill. 

Michael S. Gadd (age 54) has served as Senior Vice President since May 2011 and General Counsel and Corporate Secretary since December 2008. He served as Vice President from December 2008 to May 2011. From March 2006 to December 2008, Mr. Gadd served as Associate General Counsel of Potlatch Corporation, and served as Corporate Secretary of Potlatch from July 2007 to December 2008. From January 2001 to January 2006, Mr. Gadd was an attorney with Perkins Coie, LLP in Portland, Oregon.

Arsen S. Kitch (age 37) has served as Senior Vice President, General Manager, Consumer Products Division since May 2018 and served as Vice President, General Manager, Consumer Products Division from January 2018 to May 2018. He served as Vice President, Finance from January 2015 through December 2017, and served as Senior Director, Strategy and Planning from August 2013 through December 2014. Mr. Kitch was with Nestlé, a food manufacturer, from 2011 to 2013 including as a Finance Director in his final position.

Kari G. Moyes (age 51) has served as Senior Vice President, Human Resources since February 2015, and served as Vice President, Labor Relations from July 2013 through January 2015. From November 2010 through June 2013, Ms. Moyes served as National Director of Human Resources for Nestlé. Prior to her tenure with Nestle, Ms. Moyes spent 10 years with Pepsico in various capacities.

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ITEM 1A.

Risk Factors

Our business, financial condition, results of operations and liquidity are subject to various risks and uncertainties, including those described below, and as a result, the trading price of our common stock could decline.

Increases in tissue supply, particularly in the premium and ultra categories, could adversely affect our operating results and financial condition.

Over the past few years, several new or refurbished premium and ultra-quality tissue paper machines have been completed or announced by us and by our competitors, including private label competitors, which will result in a substantial increase in the supply of premium and ultra-quality tissue in the North American market. Additionally, several new or refurbished conventional tissue machines have been installed or announced, including as a result of foreign competitors increasing their presence and operations in North America. We believe that increasing tissue capacity, together with intensifying competition experienced by our retail customers, has made it difficult for us to pass through to our customers the significant increases in input costs we have experienced in the last several years. If demand for tissue products in the North American market does not increase or consumer purchasing of premium and ultra-quality tissue do not increase commensurate with the increased capacity, the increase in supply of ultra-quality tissue products could have a material adverse affect on the price of premium and ultra-quality tissue products. In addition, increased supply of premium and ultra-quality tissue may adversely affect the market prices for such tissue and result in the displacement of demand for conventional tissue, which could adversely affect the market price for conventional tissue products, which will continue to represent a significant portion of our total production for the foreseeable future.

The loss of, or a significant reduction in, orders from, or changes in prices in regards to, any of our large customers could adversely affect our operating results and financial condition.

We derive a substantial amount of revenues from a concentrated group of customers. For example, our top 10 consumer products customers in 2018 accounted for approximately 80% of our total consumer products net sales. We have experienced increased price and promotion competition in our consumer products business, particularly in regards to ultra-quality products, and this competition has decreased our gross margins and adversely affected our financial condition. Our paperboard sales are also concentrated, with the top 10 paperboard customers in 2018 accounting for approximately 40% of our total paperboard net sales. If we lose any of these customers or a substantial portion of their business or if the terms of our relationship with any of them becomes less favorable to us, our net sales would decline, which would harm our results of operations and financial condition. Some of our customers have the capability to produce the parent rolls or products that they purchase from us.

We generally do not have long-term contracts with many of our customers that ensure a continuing level of business from them. In addition, our agreements with our customers, including our largest customers, are not exclusive and generally do not contain minimum volume purchase commitments. Our relationship with our largest and most important customers will depend on our ability to continue to meet their needs for quality products and services at competitive prices. If we lose one or more of these customers or if we experience a significant decline in the level of purchases by any of them, we may not be able to quickly replace the lost business volume and our operating results and business could be harmed. In the third quarter of 2017, our largest tissue customer made the decision to go from a single source model to a multi-source model for its private label tissue supply beginning in the first quarter of 2018, which significantly affected sales volumes for our conventional tissue in 2018.

Competitors' branded products and private label products could have an adverse effect on our financial results.

Our consumer products compete with well-known, branded products, as well as other private label products. Our business may be harmed by new product offerings by competitors, the effects of consolidation within retailer and distribution channels, and price competition from companies that may have greater financial resources than we do. If we are unable to offer our existing customers, or new customers, tissue products comparable to branded products or other companies' private label products in terms of quality, customer service, and/or price, we may lose business or we may not be able to grow our existing business and be forced to sell lower-margin products, all of which could negatively affect our financial condition and results of operations.

Changing retail purchasing patterns have increased the need to increase operating efficiencies and diversify our customer base and sales channels.

We have historically sold a majority of our consumer tissue products through retail grocery stores.  These and other traditional retail outlets are facing increasingly intense competition from supercenters, club stores, wholesale grocers, and drug, dollar, variety and specialty stores, as well as competitors who have incorporated the internet as a direct-

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to-consumer channel and internet-only providers that sell tissue and other grocery products.  The intense competition faced by our customers has resulted in increased efforts by them to reduce costs from suppliers like us and requires that we become more cost efficient in order to maintain our market share and profitability.  The changing retail landscape also requires that we develop and maintain relationships with a wider variety of retailers and retail channels to succeed in this dynamic environment. 

The expansion of our business through the construction of new tissue making and converting facilities may not proceed as anticipated.

In connection with our long-term expansion strategy, we are adding a paper machine capable of producing certain premium and ultra-premium quality tissue products, and have added converting facilities to our Shelby, North Carolina site. The tissue machine being installed in North Carolina is highly complex and costly and it can be manufactured by only one company in the world. Installing this machine and building the supporting facilities entails numerous risks, including difficulties in completing the project on time due to construction or permitting issues, cost overruns, difficulties in integrating the new operations and personnel, and uncertainties regarding the existence of sufficient customer demand and acceptance of the quality of the tissue produced once the new paper machine becomes operational. Any of these risks, if realized, could have a material adverse effect on our business, financial condition, results of operations and liquidity. In addition, such events could also divert management’s attention from other business concerns. We did experience significant cost overruns for the Shelby expansion in 2018.

Consolidation in the North American paperboard and converting industry may adversely affect our business.

The ongoing consolidation of paperboard and paperboard converting businesses, including through the acquisition and integration of such converting businesses by larger competitors of ours, could result in a loss of customers and sales in our pulp and paperboard business. A loss of paperboard customers or sales as a result of consolidations and integrations could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our operational efficiency optimization and cost-saving goals may not be fully achieved or may not support the level of investment or commitment we are making.

Our near term strategy of improving our competitive position by investing to achieve increased operational efficiencies and implementing cost control measures may not be fully achieved. Those goals, along with the capital projects we have invested in or are investing in to help achieve these goals, including the recently installed continuous digester at our Lewiston facility and warehouse automation at several facilities, may not achieve expected operational or financial results in the time frames we anticipate, or at all. Such delays or failures could materially affect our business, cash flows and financial condition. The continuous digester in Lewiston is currently delivering significantly less in expected financial benefits and we continue to work to achieve the expected operational and financial benefits of the digester project.

Our business and financial performance may be harmed by future labor disruptions.

As of December 31, 2018, approximately 48% of our full-time employees were represented by unions under collective bargaining agreements. As these agreements expire, we may not be able to negotiate extensions or replacement agreements on terms acceptable to us. In 2018 and 2017, collective bargaining agreements for hourly employees at our Lewiston, Idaho facility, which affects approximately 945 employees, expired and are currently being re-negotiated. Any failure to reach an agreement with one of the unions may result in strikes, lockouts, work slowdowns, stoppages or other labor actions, any of which could have a material adverse effect on our operations and financial results.

We depend on external sources of wood pulp and wood fiber for a significant portion of our tissue production, which subjects our business and results of operations to potentially significant fluctuations in the price of market pulp and wood fiber.

Our Consumer Products segment sources a significant portion of its wood pulp requirements from external suppliers, which exposes us to price fluctuation. In 2018, we sourced approximately 49% of our pulp requirements for tissue manufacturing externally, comprising approximately 10.9% of our consolidated net sales.

Pulp prices can, and have, changed significantly from one period to the next. The volatility of pulp prices can adversely affect our earnings if we are unable to pass cost increases on to our customers or if the timing of any price increases for our products significantly trails the increases in pulp prices. In 2018, we were largely unable to pass on these pulp price increases to our customers due to competitive conditions in the consumer tissue industry.

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Wood fiber is the principal raw material used to create wood pulp, which in turn is used to manufacture our pulp and paperboard products and consumer products. In 2018, our wood fiber costs were 9.6% of our consolidated net sales. Wood fiber pricing is subject to regional market influences, and our cost of wood fiber may increase in the areas our pulp and paperboard facilities are located due to market shifts in those regions. For example, much of the wood fiber we use in our pulp manufacturing process in Lewiston, Idaho, is the by-product of sawmill operations. As a result, the price of these residual wood fibers is affected by operating levels in the lumber industry. Significant reductions in home building during the past decade resulted in the closure or curtailment of operations at many sawmills and consolidation amongst suppliers. Further, the expansion of operations and production of other paper mills and wood pellet manufacturers in the Inland Northwest region of the United States has increased the demand and price for wood fiber. Additionally, the ability of paper and wood pellet mills in British Columbia to acquire wood fiber from the U.S. Inland Northwest region with limited to no reciprocal ability by U.S. mills to acquire wood fiber from British Columbia, reduces the supply of, and increases the costs, for wood fiber. The price of wood fiber is expected to remain volatile.

The primary source for wood fiber is timber, the availability of which may be limited by adverse weather, fire, insect infestation, disease, ice storms, wind storms, flooding and other natural and man-made causes, thereby reducing supply and increasing prices. For example, our Arkansas pulp and paperboard facility relies on whole log chips for a significant portion of its wood fiber, and in the past this facility has experienced increases in the costs for wood fiber due to extremely wet conditions in the Southeastern U.S. that limited accessibility and availability.

The effects on market prices for wood fiber resulting from various governmental programs involving tax credits or payments related to biomass and other renewable energy projects or from environmental litigation or regulation are uncertain and could result in a reduction in the supply of wood fiber available for our pulp and paperboard manufacturing operations. Additionally, wood pellet facilities or fluff pulp facilities, can increase demand and prices for wood fiber. If we and our pulp suppliers are unable to obtain wood fiber at favorable prices or at all, our costs will increase and our operations and financial results may be harmed.

Disruptions in transportation services or increases in our transportation costs could have a material adverse effect on our business.

Our business, particularly our consumer products business, is dependent on transportation services to deliver our products to our customers and to deliver raw materials to us as well as for intercompany shipments of parent rolls. Shipments of products and raw materials may be delayed or disrupted due to weather conditions, labor shortages or strikes, regulatory actions or other events. If our transportation providers are unavailable or fail to deliver our products in a timely manner, we may incur increased costs and we may be unable to manufacture and deliver our products on a timely basis.

The costs of these transportation services are also affected by geopolitical and economic events. In 2018, our transportation costs were 11.9% of our consolidated net sales, with those costs spiking in the second half of 2018 as the result of higher line haul rates, diesel prices and weather related events. We have not been able in the past, and may not be able in the future, to pass along part or all of any fuel price increases to customers. If we are unable to increase our prices as a result of increased fuel or transportation costs, our gross margins may be materially adversely affected.

United States and global economic conditions could have adverse effects on the demand for our products and financial results.

U.S. and global economic conditions and currency exchange rates have a significant impact on our business and financial results. Recessed global economic conditions and a strong U.S. dollar can affect our business in a number of ways, including causing declines in global demand for consumer tissue and paperboard, and increased competition from foreign manufacturers in the U.S. market.

We incur significant expenses to maintain our manufacturing equipment and any interruption in the operations of our facilities may harm our operating performance.

We regularly incur significant expenses to maintain our manufacturing equipment and facilities. The machines and equipment that we use to produce our products are complex, have many parts and some are run on a continuous basis. We must perform routine maintenance on our equipment and will have to periodically replace a variety of parts such as motors, pumps, pipes and electrical parts. In addition, our pulp and paperboard facilities require periodic shutdowns to perform major maintenance. These scheduled shutdowns of facilities result in decreased sales and increased costs in the periods in which they occur and could result in unexpected operational issues in future periods as a result of changes to equipment and operational and mechanical processes made during the shutdown period. We had two scheduled major maintenance shutdowns in 2017, which occurred during the second quarter at our Arkansas facility and the third quarter at our Lewiston, Idaho pulp and paperboard facility. We did not have any major

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maintenance shutdowns in 2018, but in 2019 we expect to have scheduled major maintenance at our Arkansas facility in the fourth quarter and at our Idaho facility in the third quarter.

Unexpected production disruptions could cause us to shut down or curtail operations at any of our facilities. For example, we had a fire at our Shelby, North Carolina facility in the first quarter of 2017 and the impregnation vessel that feeds our continuous digester at our Idaho facility plugged in the fourth quarter of 2018. Disruptions could occur due to any number of circumstances, including prolonged power outages, mechanical or process failures, shortages of raw materials, natural catastrophes, disruptions in the availability of transportation, labor disputes, terrorism, changes in or non-compliance with environmental or safety laws and the lack of availability of services from any of our facilities' key suppliers. Any facility shutdowns may be followed by prolonged startup periods, regardless of the reason for the shutdown. Those startup periods could range from several days to several weeks, depending on the reason for the shutdown and other factors. Any prolonged disruption in operations at any of our facilities could cause significant lost production, which would have a material adverse effect on our results of operations.

The cost of chemicals and energy needed for our manufacturing processes significantly affects our results of operations and cash flows.

We use a variety of chemicals in our manufacturing processes, including petroleum-based polyethylene and certain petroleum-based latex chemicals. In 2018, our chemical costs were 10.0% of our consolidated net sales. Prices for these chemicals have been and are expected to remain volatile. In addition, chemical suppliers that use petroleum-based products in the manufacture of their chemicals may, due to supply shortages and cost increases, ration the amount of chemicals available to us, and therefore we may not be able to obtain at favorable prices the chemicals we need to operate our business, if we are able to obtain them at all.

Our manufacturing operations also utilize large amounts of electricity and natural gas. In 2018, our energy costs were 4.9% of our consolidated net sales. Energy prices have fluctuated widely over the past decade, which in turn affects our cost of sales. For example, we experienced a dramatic spike in prices for natural gas at our Lewiston, Idaho facility in the first quarter of 2019 due to frigid temperatures in the Pacific Northwest as well as due to limited capacity on a major pipeline that supplies the Pacific Northwest resulting from damage to that pipeline that occurred in Canada. We purchase on the open market a substantial portion of the natural gas necessary to produce our products, and, as a result, the price and other terms of those purchases are subject to change based on factors such as worldwide supply and demand, geopolitical events, government regulation, weather, interruptions in pipeline and other delivery systems and natural disasters. Our energy costs in future periods will depend principally on our ability to produce a substantial portion of our electricity needs internally, on changes in market prices for natural gas and on reducing energy usage. Any significant energy shortage or significant increase in our energy costs in circumstances where we cannot raise the price of our products could have a material adverse effect on our results of operations. Any disruption in the supply of energy could also affect our ability to meet customer demand in a timely manner and could harm our reputation and our business.

Larger competitors have operational and other advantages over our operations.

The markets for our products are highly competitive, and companies that have substantially greater financial resources compete with us in each market. Some of our competitors have advantages over us, including lower raw material and labor costs and better access to the inputs of our products.

Our consumer products business faces competition from companies that produce the same type of products that we produce or that produce alternative products that customers may use instead of our products. Our consumer products business competes with the branded tissue products producers, such as Procter & Gamble, and branded label producers who manufacture branded and private label products, such as Georgia-Pacific and Kimberly-Clark. These companies are far larger than us, have more sales, marketing and research and development resources than we do, and enjoy significant cost advantages due to economies of scale. In addition, because of their size and resources, these companies may foresee market trends more accurately than we do and develop new technologies that render our products less attractive or obsolete.

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Our ability to successfully compete in the pulp and paperboard industry is influenced by a number of factors, including manufacturing capacity, general economic conditions and the availability and demand for paperboard substitutes. Our pulp and paperboard business competes with WestRock, Georgia-Pacific, and international producers, most of whom are much larger than us. Any increase in manufacturing capacity by any of these or other producers could result in overcapacity in the pulp and paperboard industry, which could cause downward pressure on pricing. For example, several newer facilities in China have large paperboard manufacturing capacities, the output of which increases paperboard supplies on the international market. Also, a large European manufacturer recently completed a paperboard facility that exports into the North American market and a another has converted a U.S. facility into a facility that produces SBS paperboard for the North American market. Increased production by foreign manufacturers may result in increased competition in the North American paperboard markets from direct sales by foreign competitors into these markets or increased competition in the U.S. as domestic manufacturers seek increased U.S. sales to offset displaced overseas sales caused by increased sales by foreign suppliers into Asia and European markets. Furthermore, customers could choose to use types of paperboard that we do not produce or could rely on alternative materials, such as plastic, for their products. An increased supply of any of these products could cause us to lower our prices or lose sales to competitors, either of which could have a material adverse effect on our results of operations and cash flows.

Cyclical industry conditions have in the past affected and may continue to adversely affect the operating results and cash flows of our pulp and paperboard business.

Our pulp and paperboard business has historically been affected by cyclical market conditions. We may be unable to sustain pricing in the face of weaker demand, and weaker demand may in turn cause us to take production downtime. In addition to lost revenue from lower shipment volumes, production downtime causes unabsorbed fixed manufacturing costs due to lower production levels. Our results of operations and cash flows may be materially adversely affected in a period of prolonged and significant market weakness. We are not able to predict market conditions or our ability to sustain pricing and production levels during periods of weak demand.

We rely on information technology in critical areas of our operations, and a disruption relating to such technology could harm our financial condition.

We use information technology, or IT, systems in various aspects of our operations, including enterprise resource planning, or ERP, management of inventories and customer sales. Some of these systems have been in place for long periods of time. We have different legacy IT systems that we are continuing to integrate. If one of these systems was to fail or cause operational or reporting interruptions, or if we decide to change these systems or hire outside parties to provide these systems, we may suffer disruptions, which could have a material adverse effect on our manufacturing and sales operation, results of operations and financial condition. In addition, we may underestimate the costs and expenses of developing and implementing new systems.

We may be required to pay material amounts under multiemployer pension plans; one of the plans in which we participate is in “critical and declining” financial status and this subjects us to potential liabilities, particularly if we withdraw from this plan.

We contribute to two multiemployer pension plans. The amount of our annual contributions to these plans is negotiated with the union representing our employees covered by the plan. In 2018, we contributed approximately $6 million to these plans. If in future years we continue to participate in these plans, we may be required to make increased annual contributions, which would reduce the cash available for business and other needs. The decision whether to continue to participate in these multiemployer plans does not rest solely with us; rather, it is negotiated as part of the collective bargaining agreements with labor unions that participate in these plans. There are risks associated with both continuing to participate in multiemployer plans and with withdrawing from multiemployer plans.

If we were to withdraw partially or completely from a multiemployer plan that is underfunded, we would be liable for a proportionate share of that plan's unfunded vested benefits as required by law. This is called a withdrawal liability.

If we continue to participate in a multiemployer pension plan, the future increases in annual contributions are difficult to predict and largely beyond our control. For example, if any other contributing employer withdraws from a multiemployer plan that is underfunded, and the withdrawing employer cannot satisfy its withdrawal liability, then the proportionate share of the plan’s unfunded vested benefits that would be allocable to us and to the other remaining contributing employers would increase.

One of the multiemployer pension plans to which we contribute, the PACE Industry Union-Management Pension Fund, or PIUMPF, was certified to be in “critical status” for the plan year beginning January 1, 2010 and continued to be in critical status through the plan year beginning January 1, 2014. For the plan years beginning January 1, 2015 through

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January 1, 2018, PIUMPF was certified to be in "critical and declining status" under the Multiemployer Pension Reform Act of 2014. The number of employers participating in PIUMPF fell from 135 during 2012 to 78 during 2017 and the ratio of inactive participants to active employees participating in PIUMPF has increased from 3.4 inactive participants per each active employee at the end of 2013 to 10.1 inactive participants per each active employee at the end of 2017. PIUMPF predicts it will become insolvent in 2031. We believe we are now the largest contributing employer remaining in PIUMPF. We therefore expect that if we remain in PIUMPF our annual contributions could increase, although we have no way of knowing by how much.

If instead we were to withdraw from PIUMPF, either completely or partially, we would incur a statutory withdrawal liability based on our proportionate share of PIUMPF’s unfunded vested benefits. Based on information available to us, as well as information provided by PIUMPF, and reviewed by our actuarial consultant, we estimate that, as of December 31, 2018, the withdrawal liability payments that we would be required to make to PIUMPF were we to completely withdraw in 2019 would be approximately $5.7 million per year on a pretax basis. These payments would continue for 20 years with an estimated present value in excess of $78 million on a pre-tax basis. If we were deemed to be included in a “mass withdrawal” from PIUMPF, these payments could continue indefinitely.

Were we voluntarily to withdraw from PIUMPF in 2019 or later, we could be subject to substantial payments in addition to the withdrawal liability payments described above. As a plan in critical and declining status, PIUMPF has adopted a rehabilitation plan. That plan purports to require a withdrawing employer to make an additional, lump-sum payment - above and beyond the statutory withdrawal liability - based on PIUMPF’s accumulated funding deficiency, or AFD. We do not believe PIUMPF’s purported imposition of the AFD on withdrawing employers is legally enforceable. However, we are aware that one large employer that withdrew from PIUMPF has recognized a liability for payment of an AFD amount and that other withdrawing employers may have paid some amounts in respect to the AFD. There have been and continue to be lawsuits in federal courts challenging PIUMPF’s AFD. Some of this litigation has ended without resolving the issue. At least one lawsuit currently pending in the United States District Court for the District of Idaho challenges the legality of the AFD; certain claims made in that suit have been dismissed but the court has allowed the plaintiff to amend its complaint to allege claims that the imposition of the AFD assessment did not constitute a reasonable measure under a rehabilitation plan. There are also efforts underway in the United States Congress intended to address the financial situation of multiemployer plans, like PIUMPF, that are in critical and declining status. It is uncertain whether such efforts will result in new legislation or if any new legislation will affect PIUMPF’s financial status.

If the AFD were held to be legally enforceable, and if we were to elect to withdraw in some future year, the amount of our AFD liability at the time of our withdrawal would be material and subject to a variety of factors including without limitation the nature and timing of a withdrawal, the solvency or insolvency of PIUMPF at the time of the withdrawal, the level of contributions to the plan made by other contributing employers before our withdrawal, whether any employers that had withdrawn in the intervening years had made AFD payments, and the effect of any Congressional action to assist the funding of multiemployer plans.

We believe that the AFD, if held to be lawful, would be assessed only if an employer voluntarily withdraws from PIUMPF and that plan insolvency or any other circumstance that does not involve a voluntary withdrawal by us would not require us to make a payment in respect of the AFD. Therefore, since we currently have no plans to withdraw from PIUMPF, we have not recognized any liability associated with a withdrawal from PIUMPF in our consolidated financial statements.

If we were to decide to withdraw voluntarily from PIUMPF in the future, and if the AFD were held to be enforceable against us, the resulting liabilities would have a material adverse effect on our results of operations, financial position, liquidity and cash flows. Similarly, if, in the absence of a voluntary withdrawal by us, our understandings (stated above) are incorrect regarding the unenforceability of the AFD or the inapplicability of the AFD to us in the event of plan insolvency or other circumstances not involving a voluntary withdrawal by us, the resulting liabilities would have a material adverse effect on our results of operations, financial position, liquidity and cash flows.

Adverse changes to, or requirements under, pension laws and regulations or adverse changes, requirements or claims pursuant to PIUMPF’s rehabilitation plan, such as the AFD, could increase the likelihood and amount of our liabilities. Were PIUMPF to fail, or were we to withdraw from PIUMPF, these liabilities would be in addition to the pension contributions we would have to make to any new pension plan adopted or contributed to by us to replace PIUMPF. All of this could materially reduce the cash we would have available for business and other needs.

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Our company-sponsored pension plans are currently underfunded, and we may be required to make cash payments to the plans, reducing cash available for our business.

We have company-sponsored pension plans covering certain of our salaried and hourly employees. The volatility in the value of equity and fixed income investments held by these plans, coupled with a low interest rate environment resulting in higher liability valuations, has caused these plans to be underfunded as the projected benefit obligation has exceeded the aggregate fair value of plan assets by varying year-end amounts since 2008. At December 31, 2018, and 2017, our company sponsored pension plans were underfunded in the aggregate by $25.3 million and $6.8 million, respectively. As a result of underfunding, we may be required to make contributions to our qualified pension plans in future years, which would reduce the cash available for business and other needs. In 2018, we made no contributions to these pension plans, and we are not required to make contributions in 2019.

We are subject to significant environmental regulation and environmental compliance expenditures, which could increase our costs and subject us to liabilities.

We are subject to various federal, state and foreign environmental laws and regulations concerning, among other things, water discharges, air emissions, hazardous material and waste management and environmental cleanup. Environmental laws and regulations continue to evolve and we may become subject to increasingly stringent environmental standards in the future, particularly under air quality and water quality laws and standards related to climate change issues, such as reporting of greenhouse gas emissions. Increased regulatory activity at the state, federal and international level is possible regarding climate change as well as other emerging environmental issues associated with our manufacturing sites, such as water quality standards based on elevated fish consumption rates. Compliance with regulations that implement new public policy in these areas might require significant expenditures on our part or even the curtailment of certain of our manufacturing operations.

We are required to comply with environmental laws and the terms and conditions of multiple environmental permits. In particular, the pulp and paper industry in the United States is subject to several performance based rules associated with effluent and air emissions as a result of certain of its manufacturing processes. Federal, state and local laws and regulations require us to routinely obtain authorizations from and comply with the evolving standards of the appropriate governmental authorities, which have considerable discretion over the terms of permits. Failure to comply with environmental laws and permit requirements could result in civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing our operations or requiring us to take corrective measures, install pollution control equipment, or take other remedial actions, such as product recalls or labeling changes. We also may be required to make additional expenditures, which could be significant, relating to environmental matters on an ongoing basis. There can be no assurance that future environmental permits will be granted or that we will be able to maintain and renew existing permits, and the failure to do so could have a material adverse effect on our results of operations, financial condition and cash flows.

We own properties, conduct or have conducted operations at properties, and have assumed indemnity obligations for properties or operations where hazardous materials have been or were used for many years, including during periods before careful management of these materials was required or generally believed to be necessary. Consequently, we will continue to be subject to risks under environmental laws that impose liability for historical releases of hazardous substances and to liability for other potential violations of environmental laws or permits at existing sites or ones for which we have indemnity obligations.

Our pension and health care costs are subject to numerous factors that could cause these costs to change.

In addition to our pension plans, we provide health care benefits to certain of our current and former salaried and hourly employees. There is a risk of increased costs due to the Affordable Care Act’s individual mandate and required coverage. Our health care costs vary with changes in health care costs generally, which have significantly exceeded general economic inflation rates for many years. Our pension costs are dependent upon numerous factors resulting from actual plan experience and assumptions about future investment returns. Pension plan assets are primarily made up of equity and fixed income investments. Fluctuations in actual equity market returns as well as changes in general interest rates may result in increased pension costs in future periods. Likewise, changes in assumptions regarding current discount rates, expected rates of return on plan assets and mortality rates could also increase pension costs. Significant changes in any of these factors may adversely impact our cash flows, financial condition and results of operations.

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We face cyber-security risks.

Our business operations rely upon secure information technology systems for data capture, processing, storage and reporting. Despite careful security and controls design, implementation and updating, our information technology systems could become subject to cyber-attacks. Network, system, application and data breaches could result in operational disruptions or information misappropriation, which could result in lost sales, business delays, negative publicity and could have a material adverse effect on our business, results of operations and financial condition.

We rely on a limited number of third-party suppliers for certain raw materials required for the production of our products.

Our dependence on a limited number of third-party suppliers, and the challenges we may face in obtaining adequate supplies of raw materials, involve several risks, including limited control over pricing, availability, quality, and delivery schedules. We cannot be certain that our current suppliers will continue to provide us with the quantities of these raw materials that we require or will continue to satisfy our anticipated specifications and quality requirements. Any supply interruption in limited raw materials could materially harm our ability to manufacture our products until a new source of supply, if any, could be identified and qualified. Although we believe there are other suppliers of these raw materials, we may be unable to find a sufficient alternative supply channel in a reasonable time or on commercially reasonable terms. Any performance failure on the part of our suppliers could interrupt production of our products, which would have a material adverse effect on our business.

We May Fail to Attract, Motivate, Train and Retain Qualified Personnel, Including Key Personnel

Our ability to effectively run our business depends on our ability to attract, motivate, train and retain employees with the skills necessary to understand and adapt to the competitive markets in which we operate. The increasing demand for qualified personnel makes it more difficult for us to attract and retain employees with requisite skill sets, particularly employees with specialized technical and trade experience. Changing demographics and labor work force trends also may result in a loss of knowledge and skills as experienced workers retire. If we fail to attract, motivate, train and retain qualified personnel, or if we experience excessive turnover, we may experience declining sales, manufacturing delays or other inefficiencies, increased recruiting, training and relocation costs and other difficulties, and our results of operations, cash flows and financial condition.

In addition, we rely on key executive and management personnel to manage our business efficiently and effectively.  The loss of any of our key personnel could adversely affect our results of operations, cash flows and financial condition. Effective succession planning is also important to our long-term success. Our failure to identify candidates with the leadership skills to manage our organization, and our failure to ensure effective transfers of knowledge and smooth transitions involving key executives, could hinder our strategic planning and execution.

Expansion of our business through construction of new facilities or acquisitions may not proceed as anticipated.

In the future, we may build other converting and papermaking facilities, pursue acquisitions of existing facilities, or both. In addition, we may be unable to achieve anticipated benefits or cost savings from construction projects or acquisitions in the timeframe we anticipate, or at all. Any inability by us to integrate and manage any new or acquired facilities or businesses in a timely and efficient manner, any inability to achieve anticipated cost savings or other anticipated benefits from these projects or acquisitions in the time frame we anticipate or any unanticipated required increases in promotional or capital spending could adversely affect our business, financial condition, results of operations or liquidity. Large construction projects or acquisitions can result in a decrease in our cash and short-term investments, an increase in our indebtedness, or both, and also may limit our ability to access additional capital when needed and divert management's attention from other business concerns.

We have identified material weaknesses in our internal control over financial reporting and such weaknesses have led to a conclusion that our disclosure controls and procedures were not effective as of December 31, 2018.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that companies evaluate and report on their systems of internal control over financial reporting. In addition, our independent registered public accounting firm must report on its evaluation of those controls. As disclosed in more detail under “Controls and Procedures” in Part II, Item 9A of this Report, we have identified material weaknesses as of December 31, 2018 in our internal control over financial reporting. Due to these material weaknesses, we have also concluded our disclosure controls and procedures were not effective as of December 31, 2018.

Failure to have effective internal control over financial reporting and ineffectiveness of disclosure controls and procedures could impair our ability to produce accurate financial statements on a timely basis and could lead to a

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restatement of our financial statements. If, as a result of deficiencies in our internal control over financial reporting and ineffectiveness of our disclosure controls and procedures, we cannot provide reliable financial statements, our business decision processes may be adversely affected, our business and results of operations could be harmed, investors could lose confidence in our reported financial information and our ability to obtain additional financing, or additional financing on favorable terms, could be adversely affected. In addition, failure to maintain effective internal control over financial reporting could result in investigations or sanctions by regulatory authorities.

If we fail to remediate these material weaknesses and maintain an effective system of disclosure controls or internal control over financial reporting, we may not be able to rely on the integrity of our financial results, which could result in inaccurate or late reporting of our financial results, as well as the inability to meet on a timely basis our reporting obligations or to comply with SEC rules and regulations. Any of these could result in delisting actions by the New York Stock Exchange, investigation and sanctions by regulatory authorities, or an event of default under our debt instruments, and adversely affect our business and the trading price of our common stock.

To service our substantial indebtedness, we must generate significant cash flows. Our ability to generate cash depends on many factors beyond our control.

As of December 31, 2018, we had approximately $796 million of outstanding indebtedness, and we could incur substantial additional indebtedness in the future. Our ability to make payments on and to refinance our indebtedness, including our outstanding notes, and to fund planned capital expenditures, will depend on our ability to generate cash from our operations. This, to a significant extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior secured revolving credit facilities in an amount sufficient to enable us to pay our indebtedness, including our outstanding notes, or to fund our other liquidity needs. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior secured revolving credit facilities and our outstanding notes, on commercially reasonable terms or at all.

The indenture for our outstanding notes that we issued in 2013 and the credit agreements governing our senior secured revolving credit facilities, contain various covenants that limit our discretion in the operation of our business.

The indenture governing our outstanding notes that we issued in 2013 and the credit agreements governing our senior secured revolving credit facilities, contain various provisions that limit our discretion in the operation of our business by restricting our ability to:

• undergo a change in control;

• sell assets;

• pay dividends and make other distributions;

• make investments and other restricted payments;

• redeem or repurchase our capital stock;

• incur additional debt and issue preferred stock;

• create liens;

• consolidate, merge, or sell substantially all of our assets;

• enter into certain transactions with our affiliates;

• engage in new lines of business; and

• enter into sale and lease-back transactions.

These restrictions on our ability to operate our business at our discretion could seriously harm our business by, among other things, limiting our ability to take advantage of financing, merger and acquisition and other corporate opportunities, or to borrow in order to fund further capital expenditures. In addition, our senior secured revolving credit facilities require, among other things, that we maintain a maximum consolidated secured leverage ratio of 2.00 to 1.00 through December 31, 2019 and of 1.50 to 1.00 from March 31, 2020 and thereafter, a minimum consolidated interest coverage ratio of 1.25 to 1.00, and a minimum consolidated asset coverage ratio of 1.00 to 1.00. Events beyond our control could affect our ability to meet these financial tests, and we cannot assure you that we will meet them.

Our failure to comply withthe covenants contained in our senior secured revolving credit facilities or the indentures governing our outstanding notes, including as a result of events beyond our control, could result in an event of default that could cause repayment of the debt to be accelerated.

If we are not able to comply with the covenants and other requirements contained in the indentures governing our outstanding notes, our senior secured revolving credit facilities or our other debt instruments, an event of default under the relevant debt instrument could occur. If an event of default does occur, it could trigger a default under our other

17

debt instruments, prohibit us from accessing additional borrowings, and permit the holders of the defaulted debt to declare amounts outstanding with respect to that debt to be immediately due and payable. Our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments. In addition, we may not be able to refinance or restructure the payments on the applicable debt. Even if we were able to secure additional financing, it may not be available on favorable terms.

Certain provisions of our certificate of incorporation and bylaws and Delaware law may make it difficult for stockholders to change the composition of our Board of Directors and may discourage hostile takeover attempts that some of our stockholders may consider to be beneficial.

Certain provisions of our certificate of incorporation and bylaws and Delaware law may have the effect of delaying or preventing changes in control if our Board of Directors determines that such changes in control are not in the best interests of the company and our stockholders. The provisions in our certificate of incorporation and bylaws include, among other things, the following:

• a classified Board of Directors with three-year staggered terms;

• the ability of our Board of Directors to issue shares of preferred stock and to determine the price and other terms, including preferences and voting rights, of those shares without stockholder approval;

• stockholder action can only be taken at a special or regular meeting and not by written consent;

• advance notice procedures for nominating candidates to our Board of Directors or presenting matters at stockholder meetings;

• removal of directors only for cause;

• allowing only our Board of Directors to fill vacancies on our Board of Directors; and

• supermajority voting requirements to amend our bylaws and certain provisions of our certificate of incorporation.

While these provisions have the effect of encouraging persons seeking to acquire control of the company to negotiate with our Board of Directors, they could enable the Board of Directors to hinder or frustrate a transaction that some, or a majority, of the stockholders might believe to be in their best interests and, in that case, may prevent or discourage attempts to remove and replace incumbent directors. We are also subject to Delaware laws that could have similar effects. One of these laws prohibits us from engaging in a business combination with a significant stockholder unless specific conditions are met.

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ITEM 1B.

Unresolved Staff Comments

None.

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ITEM 2.

Properties

FACILITIES

We own and operate facilities located throughout the United States. The following table lists, as of December 31, 2018, each of our existing facilities and its location,use, and 2018 capacity and production: 

	USE	LEASED OR OWNED	CAPACITY1		PRODUCTION1
CONSUMER PRODUCTS
Tissue Manufacturing Facilities:
Las Vegas, Nevada	TAD tissue	Owned	39,000	tons	36,000	tons
Lewiston, Idaho	Tissue	Owned	190,000	tons	187,000	tons
Neenah, Wisconsin	Tissue	Owned	54,000	tons	52,000	tons
Shelby, North Carolina3	TAD tissue	Owned/Leased	77,000	tons	72,000	tons
			360,000	tons	347,000	tons
Tissue Converting Facilities:
Elwood, Illinois2	Tissue converting	Owned/Leased	73,000	tons	66,000	tons
Las Vegas, Nevada	Tissue converting	Owned	64,000	tons	60,000	tons
Lewiston, Idaho	Tissue converting	Owned	90,000	tons	62,000	tons
Neenah, Wisconsin	Tissue converting	Owned	70,000	tons	55,000	tons
Shelby, North Carolina3	Tissue converting	Owned/Leased	108,000	tons	72,000	tons
			405,000	tons	315,000	tons
PULP AND PAPERBOARD
Pulp Mills:
Cypress Bend, Arkansas	Pulp	Owned	314,000	tons	303,000	tons
Lewiston, Idaho	Pulp	Owned	590,000	tons	535,000	tons
			904,000	tons	838,000	tons
Bleached Paperboard Mills:
Cypress Bend, Arkansas	Paperboard	Owned	360,000	tons	335,000	tons
Lewiston, Idaho	Paperboard	Owned	480,000	tons	475,000	tons
			840,000	tons	810,000	tons
Sheeted Paperboard Facilities:
Mendon, Michigan2	Paperboard sheeting	Owned/Leased	50,000	tons	36,000	tons
Wilkes-Barre, Pennsylvania2	Paperboard sheeting	Owned/Leased	40,000	tons	23,000	tons
Dallas, Texas2	Paperboard sheeting	Owned/Leased	36,000	tons	16,000	tons
Richmond, Virginia2	Paperboard sheeting	Owned/Leased	35,000	tons	20,000	tons
Hagerstown, Indiana2	Paperboard sheeting	Owned/Leased	32,000	tons	26,000	tons
			193,000	tons	121,000	tons
Columbia City, Oregon	Chip shipment	Leased		N/A		N/A
Clarkston, Washington	Wood chipping	Owned		N/A		N/A
CORPORATE
Alpharetta, Georgia	Operations and administration	Leased		N/A		N/A
Spokane, Washington	Corporate headquarters	Leased		N/A		N/A

¹ Production amounts are approximations for full year 2018 and capacity amounts represent permitted capacities as of December 31, 2018. Annual capacity is an estimate based on assumptions and judgments concerning, among other things, both market demand and product mix, which change from time-to-time.

²  The buildings located at these facilities are leased by Clearwater Paper or a wholly-owned subsidiary, and the operating equipment located within the buildings are owned by Clearwater Paper or a wholly-owned subsidiary.

³  Some of the buildings located at the Shelby, North Carolina facility are leased by Clearwater Paper or a wholly-owned subsidiary, some buildings are owned, and the operating equipment located within the buildings is owned by Clearwater Paper or a wholly-owned subsidiary.

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ITEM 3.

Legal Proceedings

We may from time to time be involved in claims, proceedings and litigation arising from our business and property ownership. We believe, based on currently available information, that the results of such proceedings, in the aggregate, will not have a material adverse effect on our financial condition, results of operations and cash flows.

ITEM 4.

Mine Safety Disclosures

Not applicable.

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Part II

ITEM 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

MARKET FOR OUR COMMON STOCK

Our common stock is traded on the New York Stock Exchange under the symbol "CLW."

HOLDERS

On March 11, 2019, the last reported sale price for our common stock on the New York Stock Exchange was $26.74 per share. As of March 11, 2019, there were approximately 740 registered holders of our common stock.

ISSUER PURCHASES OF EQUITY SECURITIES

Please see Part II, Note 2, "Summary of Significant Accounting Policies" of this report for information relating to our purchases of equity securities.

ITEM 6.

Selected Financial Data

All of the data listed below has been derived from our audited financial statements. Our historical financial and other data is not necessarily indicative of our future performance. Amounts for 2014 forward reflect the sale of our specialty business and mills on December 30, 2014.

(In thousands, except net earnings (loss) per share amounts)	2018			2017		2016		2015		2014
Net sales	$	1,724,218		$	1,730,408	$	1,734,763	$	1,752,401	$	1,967,139
(Loss) income from operations1	(97,909		)	71,185		114,764		123,670		79,811
Net (loss) earnings1,2	(143,767		)	97,339		49,554		55,983		(2,315		)
Working capital3	(5,348		)	33,537		79,975		199,010		302,069
Long-term debt, net of current portion	671,292			570,524		569,755		568,987		568,221
Stockholders’ equity	426,396			575,434		469,873		474,866		497,537
Capital expenditures	337,950			198,685		155,677		134,104		99,600
Property, plant and equipment, net	1,269,271			1,050,982		945,328		866,538		810,987
Total assets	1,788,118			1,802,252		1,684,342		1,527,369		1,579,149
Net (loss) earnings per basic common   share1	$	(8.72	)	$	5.91	$	2.91	$	2.98	$	(0.11	)
Average basic common shares   outstanding	16,487			16,464		17,001		18,762		20,130
Net earnings (loss) per diluted common   share1	$	(8.72	)	$	5.88	$	2.90	$	2.97	$	(0.11	)
Average diluted common shares   outstanding	16,487			16,556		17,106		18,820		20,130

¹  Loss from operations and net loss for the twelve months ended December 31, 2018 includes a non-cash goodwill impairment charge associated with our Consumer Products segment of $195.1 million. For additional information, refer to Note 7 "Goodwill and Intangible Assets."

²  Net earnings and net earnings per basic and diluted common share for the twelve months ended December 31, 2017 reflect a $70 million tax benefit resulting from the remeasurement of the company's net deferred tax liabilities following passage of the Tax Cuts and Jobs Act signed into law on December 22, 2017.

³  Working capital is defined as our current assets less our current liabilities, as presented on our Consolidated Balance Sheets.

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ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto that appear elsewhere in this report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements due to a number of factors, including those set forth in the section entitled “Risk Factors” and elsewhere in this report.

Unless the context otherwise requires or unless otherwise indicates, references in this report to “Clearwater Paper Corporation,” “we,” “our,” “the company” and “us” refer to Clearwater Paper Corporation and its subsidiaries.

OVERVIEW

Recent Events

Asset Divestiture

On August 21, 2018, we sold our Ladysmith, Wisconsin manufacturing facility for net cash proceeds of approximately $71 million and recorded a related gain on divested assets of $24.0 million. Among other offsets, the net gain on divested assets includes $34.0 million of assets sold and a $14.0 million goodwill write-off.

Shelby Expansion Project

We are nearing completion of building a new tissue machine and related converting equipment at a site adjacent to our existing facility in Shelby, North Carolina. The new tissue machine will produce a variety of high-quality private label ultra and premium bath, paper towel and napkin products. At full production capacity, the new tissue machine is expected to produce approximately 70,000 tons of tissue products annually. The estimated cost for the project includes approximately $360 million for the tissue machine, converting equipment and buildings, and approximately $60 million for warehouse expansion that will consolidate all southeastern warehousing in Shelby. The total estimated cost of the project has increased by approximately $80 million from our original estimates due to the combination of external and internal factors, including acceleration of the startup of our converting operation in Shelby to help improve the Consumer Products segment's operating model by lowering transportation costs. The external and internal factors include a very tight construction labor market, additional engineering requirements, weather-related delays and significantly higher material costs, including steel costs that were exacerbated by tariffs first imposed in 2018. To partially offset the increased cost for the Shelby expansion, we elected to reduce approximately $30 million in other capital expenditures originally forecasted for 2018.

We project that the construction of the new facility will be completed in early 2019 and will be fully operational in 2020. As of December 31, 2018, we have incurred a total of $371.8 million on construction related activities and the new tissue machine in Shelby, of which $295.7 million was incurred in 2018. We also capitalized $8.9 million of interest as of December 31, 2018, related to the Shelby expansion, of which $7.7 million was incurred in 2018.

Selling, General and Administrative Cost Structure Changes

In the second half of 2017, we examined our selling, general and administrative, or SG&A, cost structure as part of our effort to maintain our longer-term competitiveness.  As a result of this review, in the fourth quarter of 2017 we began executing on a plan that is expected to result in lower SG&A expenses beginning in 2018.  In 2018, we incurred $6.9 million of expenses associated with these efforts, which consisted primarily of severance and professional services expenses. As of December 31, 2018, we had achieved approximately $13 million in cost reductions, compared to 2017 SG&A expenses, as a result of these changes.

Goodwill Impairment

We conducted our annual impairment test as of the November 1, 2018 measurement date and concluded, in connection with the preparation of our 2018 financial statements, that the estimated fair value of the Consumer Products reporting unit was below the carrying value of the reporting unit, resulting in a non-cash impairment charge of $195.1 million. This amount represents the remaining goodwill associated with our Consumer Products reporting unit that was originally recorded as the result of our acquisition of Cellu Tissue Holdings, Inc. in 2010.

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Developments and Trends in our Business

Net Sales

Prices for our consumer tissue products are affected by competitive conditions and the prices of branded tissue products. Tissue has historically been one of the strongest segments of the paper and forest products industry due to its steady demand growth. Our Consumer Products segment competes based on product quality, customer service and price. We deliver customer-focused business solutions by assisting in managing product assortment, category management, and pricing and promotion optimization.

In recent years, the industry has seen an increase in premium and ultra tissue products as industry participants have added or improved through-air-dried, or TAD, or equivalent production capacity as well as added conventional tissue capacity. Demand and pricing for consumer tissue products is currently being affected by the increased capacity, as well as changing dynamics in the at-home tissue segment as a result of changing consumer purchasing habits, consolidations and new entrants in the consumer retail channel, and new and evolving sales and distribution channels. These changing conditions contributed to a very competitive environment for consumer tissue in 2018, and we expect these conditions to continue in 2019. Reflecting these increasingly competitive conditions, in the third quarter of 2017, our largest tissue customer made the decision to go from a single source model to a multisource model for its private label tissue supply beginning in the first quarter of 2018. This significantly affected sales volumes for our conventional tissue in 2018.

Our pulp and paperboard business is affected by macro-economic conditions around the world and has historically experienced cyclical market conditions. As a result, historical prices for our products and sales volumes have been volatile. Product pricing is significantly affected by the relationship between supply and demand for our products. Product supply in the industry is influenced primarily by fluctuations in available manufacturing production, which tends to increase during periods when prices remain strong. In addition, currency exchange rates affect U.S. supplies of paperboard, as non-U.S. manufacturers are more attracted to the U.S. market when the dollar is relatively strong. Paperboard pricing increased in 2018 compared to 2017.

The markets for our products are highly competitive. Our business is capital intensive, which leads to high fixed costs and large capital outlays and generally results in continued production as long as prices are sufficient to cover variable costs. These conditions have contributed to substantial price competition, particularly during periods of reduced demand. Some of our competitors have lower production costs, greater buying power and are integrated, and, as a result, may be less adversely affected than we are by price decreases.

Net sales consist of sales of consumer tissue, paperboard, and to a lesser extent pulp, net of discounts, returns and allowances and any sales taxes collected.

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Operating Costs

Prices for our principal operating cost items are variable and directly affect our results of operations. In a strong economy, we normally would expect at least some upward pressure on our operating costs. Competitive market conditions, however, can limit our ability to pass cost increases through to our customers. The following table shows our principal operating cost items and associated percentage of net sales for each of the past three years:

	Years Ended December 31,
	2018				2017				2016
(Dollars in thousands)	Cost3		Percentage of Net Sales		Cost3		Percentage of Net Sales		Cost		Percentage of Net Sales
Wages and benefits4	$	283,138	16.4	%	$	278,622	16.1	%	$	295,209	17.1	%
Transportation1	204,848		11.9		200,177		11.6		182,145		10.5
Purchased pulp	187,790		10.9		193,358		11.2		196,848		11.3
Chemicals	173,082		10.0		165,328		9.5		166,954		9.6
Chips, sawdust and logs	165,305		9.6		135,802		7.8		148,583		8.6
Depreciation	87,723		5.1		91,312		5.3		80,652		4.6
Packaging supplies	86,668		5.0		88,245		5.1		86,273		5.0
Energy	84,035		4.9		87,287		5.0		87,163		5.0
Maintenance and repairs2	71,786		4.2		88,221		5.1		95,800		5.5
	1,344,375		78.0		1,328,352		76.7		1,339,627		77.2
Other operating costs	193,637		11.2		201,989		11.7		153,932		8.9
Total cost of sales4	$	1,538,012	89.2	%	$	1,530,341	88.4	%	$	1,493,559	86.1	%

¹ Includes internal and external transportation costs.

²  Excluding related labor costs.

³  Costs for Manchester operations, which we acquired in December 16, 2016, are included from that acquisition date forward.

⁴  In 2018, we adopted a new accounting standard, ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs, which resulted in a change in the presentation of pension and postretirement benefit (costs) income other than service costs on a line outside of “Income from operations.” The corresponding prior period amounts have been reclassified to conform with the current period presentation.

Wages and benefits.Costs related to our employees primarily consist of wages and related benefit costs and payroll taxes. Wage and benefit costs for 2018 increased compared to 2017 primarily due to severance related costs associated with our SG&A cost structure changes and the impact of annual wage increases, in addition to costs for hiring and training new employees for the Shelby expansion project.

Transportation. Fuel prices, mileage driven and line-haul rates largely impact transportation costs for the delivery of raw materials to our manufacturing facilities, internal inventory transfers and delivery of our finished products to customers. Changing fuel prices particularly affect our margins for consumer products because we supply customers throughout the U.S. and transport unconverted parent rolls from our tissue mills to our tissue converting facilities. Our transportation costs for 2018 increased compared to 2017 due primarily to increased paperboard shipments and higher line haul rates on both internal and external shipments.

Purchased pulp. We purchase a significant amount of the pulp needed to manufacture our consumer products, and to a lesser extent our paperboard, from external suppliers. For 2018, although pulp prices remained high, our total purchased pulp costs decreased compared to 2017, due primarily to no planned major maintenance outages at our pulp and paperboard facilities in 2018 and lower tissue shipments in our Consumer Products segment.

Chemicals. We consume a substantial amount of chemicals in the production of pulp and paperboard, as well as in the production of TAD tissue. The chemicals we generally use include polyethylene, caustic, starch, sodium chlorate, latex and paper processing chemicals. A portion of the chemicals used in our manufacturing processes, particularly in the paperboard extrusion process, are petroleum-based and are impacted by petroleum prices. In 2018, our chemical costs increased compared to 2017 due to higher prices and higher paperboard production.

Chips, sawdust and logs. We purchase chips, sawdust and logs that we use to manufacture pulp. We source residual wood fibers under both long-term and short-term supply agreements, as well as in the spot market. Chips, sawdust

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and log costs increased in 2018 compared to 2017 due to increased paperboard production and higher prices for these materials at both of our pulp and paperboard locations.

Depreciation. We record substantially all of our depreciation expense associated with our plant and equipment in "Cost of Sales" on our Consolidated Statements of Operations. Depreciation expense for 2018 decreased compared to 2017, primarily due to accelerating depreciation in 2017 on certain Oklahoma City assets in connection with the March 2017 closure of this facility, partially offset by increased depreciation as a result of higher capital spending.

Packaging supplies. As a significant producer of private label consumer tissue products, we package to order for retail chains, wholesalers and cooperative buying organizations. Under our agreements with those customers, we are responsible for the expenses related to the unique packaging of our products for direct retail sale to their consumers. For 2018, packaging costs decreased compared to 2017, primarily due to reduced tissue finished good case shipments, which were partially offset by higher pricing for packaging materials.

Energy. We use energy in the form of electricity, hog fuel, steam and natural gas to operate our mills. Energy prices may fluctuate widely from period-to-period due primarily to volatility in weather and electricity and natural gas rates. We generally strive to reduce our exposure to volatile energy prices through conservation. In addition, a cogeneration facility that produces steam and electricity and the recently installed continuous digester at our Lewiston, Idaho manufacturing site helps to lower our energy costs.

Energy costs for 2018 decreased compared to 2017 due to favorable natural gas and electricity prices in our pulp and paperboard segment, as well as lower natural gas usage at our Idaho pulp and paperboard facility.

To help mitigate our exposure to changes in natural gas prices, we use firm-price contracts to supply a portion of our natural gas requirements. As of December 31, 2018, these contracts covered approximately 14% of our expected average monthly natural gas requirements for 2019, which includes approximately 12% of the expected average monthly requirements for the first quarter of 2019. Our energy costs in future periods will depend principally on our ability to produce a substantial portion of our electricity needs internally, on changes in market prices for natural gas and on our ability to reduce our energy usage through conservation.

Maintenance and repairs. We regularly incur significant costs to maintain our manufacturing equipment. We perform routine maintenance on our machines and periodically replace a variety of parts such as motors, pumps, pipes and electrical parts.

Major equipment maintenance and repairs in our Pulp and Paperboard segment also require maintenance shutdowns approximately every 18 to 24 months at both our Idaho and Arkansas facilities, which increase costs and may reduce net sales in the quarters in which the major maintenance shutdowns occur. In 2018, maintenance costs decreased compared to 2017, due to no planned major maintenance at our pulp and paperboard facilities in 2018. In 2019, we expect to have shutdowns for major maintenance at our Idaho facility in the third quarter and at our Arkansas facility in the fourth quarter.

Other. Other costs consist of miscellaneous operating costs, which decreased for the year ended December 31, 2018 compared to 2017 primarily due to lower costs for temporary employees, operating supplies, property taxes and purchased paper. These decreases were partially offset by a lower amount of insurance recoveries in 2018, compared to 2017, which included claim settlements for fires at our Las Vegas and Shelby facilities.

Selling, general and administrative expenses

Selling, general and administrative expenses primarily consist of compensation and associated expenses for sales and administrative personnel, as well as commission expenses related to sales of our products.

Interest expense

Interest expense is comprised of interest on our $275 million aggregate principal amount of 4.5% senior notes issued January 2013 and due 2023, which we refer to as the 2013 Notes, and interest on our $300 million aggregate principal amount of 5.375% senior notes issued in 2014 and due in 2025, which we refer to as the 2014 notes. Interest expense also includes interest on the amount drawn under our revolving credit facilities and amortization of deferred issuance costs associated with all of our notes and revolving credit facilities. These interest expense amounts are partially offset by capitalized interest associated with major capital project spending.

Income taxes

Income taxes are based on reported earnings and tax rates in jurisdictions in which our operations occur and offices are located, adjusted for available credits, changes in valuation allowances and differences between reported earnings and taxable income using current tax laws and rates.

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The following table details our tax provision and effective tax rates for the years ended December 31, 2018, 2017 and 2016:

(Dollars in thousands)	2018			2017			2016
Income tax provision (benefit)	$	10,305		$	(56,385	)	$	31,112
Effective tax rate	7.7		%	(137.7		)%	38.6		%

The rate for 2018 includes a $10.0 million benefit from Federal tax credits for alternative energy production related to our Lewiston pulp optimization project. The benefit for 2017 was primarily driven by a $70 million tax benefit resulting from the remeasurement of our net deferred tax liabilities following passage of the Tax Cuts and Jobs Act in December 2017.

The estimated annual effective tax rate for 2019 is expected to be approximately 25%.

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RESULTS OF OPERATIONS

Our business is organized into two reporting segments: Consumer Products and Pulp and Paperboard. Intersegment costs for pulp transferred from our Pulp and Paperboard segment to our Consumer Products segment are recorded at cost, and thus no intersegment sales or cost of sales for these transfers are included in our segments' results. Our financial and other data are not necessarily indicative of our future performance.

YEAR ENDED DECEMBER 31, 2018 COMPARED TO YEAR ENDED DECEMBER 31, 2017

The following table sets forth data included in our Consolidated Statements of Operations as a percentage of net sales.

	Years Ended December 31,
(Dollars in thousands)	2018					2017
Net sales	$	1,724,218		100.0	%	$	1,730,408		100.0	%
Costs and expenses:
Cost of sales1	(1,538,012		)	89.2		(1,530,341		)	88.4
Selling, general and administrative expenses1	(112,988		)	6.6		(128,882		)	7.4
Goodwill impairment	(195,079		)	11.3		—			—
Gain on divested assets, net	23,952			1.4		—			—
Total operating costs and expenses	(1,822,127		)	105.7		(1,659,223		)	95.9
(Loss) income from operations	(97,909		)	5.7		71,185			4.1
Interest expense, net	(30,620		)	1.7		(31,374		)	1.8
Non-operating pension and other postretirement benefit (costs) income1	(4,933		)	0.3		1,143			0.1
(Loss) earnings before income taxes	(133,462		)	7.7		40,954			2.4
Income tax (provision) benefit	(10,305		)	0.6		56,385			3.3
Net (loss) earnings	$	(143,767	)	8.3	%	$	97,339		5.6	%

¹  In 2018, the Company adopted a new accounting standard, ASU 2017-07, which resulted in a change in the presentation of pension and postretirement benefit (costs) income other than service costs on a line outside of “Income from operations.” The corresponding prior period amounts have been reclassified to conform with the current period presentation.

Net sales—Net sales for 2018 decreased by $6.2 million, or less than 1.0%, compared to 2017, primarily due to the August 2018 sale of our Ladysmith facility, as well as decreased shipments and a lower average selling price during 2018 in our Consumer Products segment, partially offset by increased shipments and a favorable sales mix in our Pulp and Paperboard segment.

Cost of sales—Cost of sales was 89.2% of net sales for 2018 compared to 88.4% of net sales for 2017. Cost of sales was $7.7 million higher in 2018 due primarily to increased costs for wood fiber, chemicals, transportation and wages and benefits. These cost increases were partially offset by lower maintenance, energy and packaging costs, as well as lower depreciation expense.

Selling, general and administrative expenses—Selling, general and administrative expenses decreased $15.9 million during 2018 compared to 2017. The decrease was due in part to lower commission and marketing expense, reduced travel expenses and lower profit dependent accruals, which were partially offset by higher severance and professional services expenses related to cost structure changes. Selling, general and administrative expenses for 2017 included $4.3 million of asset write-downs to held for sale value on certain assets at our former Oklahoma City facility and $3.2 million of expenses associated with the execution of a sublease for the Oklahoma City facility.

Goodwill impairment—In the fourth quarter of 2018, we recorded a non-cash goodwill impairment charge associated with our Consumer Products segment of $195.1 million. See Item 8, Financial Statements and Supplementary Data under Note 7 "Goodwill and Intangible Assets" and "Critical Accounting Policies and Estimates - Goodwill" included on page 40 for further information.

Gain on divested assets, net—On August 21, 2018, we sold our Ladysmith facility for net cash proceeds of approximately $71 million. In total, $24.0 million of gain was recorded on the sale, which included $34.0 million of net assets sold, $14.0 million of goodwill write-off and other expenses related to the sale.

Interest expense—Interest expense decreased $0.8 million during 2018, compared to 2017 as higher interest expense associated with a larger average balance on our revolving credit facilities was more than offset by higher capitalized interest of $9.0 million in 2018 compared to capitalized interest of $4.6 million in 2017.

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Income tax provision—We recorded income tax expense of $10.3 million in 2018, compared to an income tax benefit of $56.4 million in 2017. The rate determined under generally accepted accounting principles, or GAAP, for 2018 was a provision of approximately 8% compared to a benefit in 2017 of approximately 138%. The net change to our effective tax rate in 2018 was primarily the result of recognizing benefits related to tax reform in 2017 and current year goodwill impairment expense which did not have a corresponding tax impact.

During 2018 and 2017, there were a number of items that were included in the calculation of our income tax provision that we do not believe were indicative of our core operating performance. Excluding these items, the tax rates for 2018 and 2017 would have been approximately 5% and 34%, respectively. See the section entitled "Non-GAAP Measures" on pages 34-36 of this report for a reconciliation of these adjusted income tax benefit and provision amounts to the comparable income tax provision amounts.

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DISCUSSION OF BUSINESS SEGMENTS

Consumer Products

	Years Ended December 31,
(Dollars in thousands - except per ton amounts)	2018			2017
Net sales	$	884,812		$	941,907
Operating (loss) income1	(173,858		)	28,973
Percent of net sales	(19.6		)%	3.1		%
Shipments (short tons)
Retail	293,856			309,067
Non-retail	58,577			55,562
Total tissue tons	352,433			364,629
Converted products cases (in thousands)	48,699			51,221
Sales price (per short ton)
Retail	$	2,703		$	2,775
Non-retail	1,506			1,440
Total tissue	$	2,504		$	2,572

¹  In 2018, the Company adopted a new accounting standard, ASU 2017-07, which resulted in a change in the presentation of pension and postretirement benefit (costs) income other than service costs on a line outside of “Income from operations.” The corresponding prior period amounts have been reclassified to conform with the current period presentation.

Net sales for our Consumer Products segment decreased by $57.1 million, or 6.1%, in 2018 compared to 2017, due to the sale of our Ladysmith facility in the third quarter of 2018, lower average retail tissue net selling prices and decreased converted case shipments. These unfavorable comparisons were partially offset by higher average net selling prices and increased shipments for non-retail tissue products.

The segment had an operating loss of $173.9 million in 2018, which included the $195.1 million non-cash goodwill impairment charge and a gain of $24.0 million on the sale of the Ladysmith facility. Excluding the goodwill impairment charge and the gain on the sale of the Ladysmith facility, the segment had an operating loss of $2.8 million compared to operating income of $29.0 million in 2017. The loss was due primarily to the decreased sales, higher pulp and transportation costs, as well as higher wage and benefit costs associated with an increase in employees related to the expansion of our Shelby facility project and the effect of annual wage increases. Operating income for 2017 also included $14.7 million of costs associated with the closure of our former Oklahoma City facility, which included expenses associated with the execution of a sublease for that facility.

Pulp and Paperboard

	Years Ended December 31,
(Dollars in thousands - except per ton amounts)	2018			2017
Net sales	$	839,406		$	788,501
Operating income1	130,426			97,360
Percent of net sales	15.5		%	12.3		%
Paperboard shipments (short tons)	859,348			828,201
Paperboard sales price (per short ton)	$	975		$	952

¹  In 2018, the Company adopted a new accounting standard, ASU 2017-07, which resulted in a change in the presentation of pension and postretirement benefit (costs) income other than service costs on a line outside of “Income from operations.” The corresponding prior period amounts have been reclassified to conform with the current period presentation.

Net sales for our Pulp and Paperboard segment increased by $50.9 million, or 6.5%, in 2018 compared to 2017. The increase wasdue primarily to strong production and sales volume increases in addition to paperboard net price increases.

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Operating income for the segment increased$33.1 million, or 34.0%, during 2018 compared to 2017, due primarily to increased sales and lower maintenance costs due to no planned major maintenance in 2018. These favorable impacts were partially offset by higher chip, sawdust and log costs, as well as higher chemical and transportation costs and increased depreciation expense.

YEAR ENDED DECEMBER 31, 2017 COMPARED TO YEAR ENDED DECEMBER 31, 2016

The following table sets forth data included in our Consolidated Statements of Operations as a percentage of net sales.

	Years Ended December 31,
(Dollars in thousands)	2017					2016
Net sales	$	1,730,408		100.0	%	$	1,734,763		100.0	%
Costs and expenses:
Cost of sales1	(1,530,341		)	88.4		(1,493,559		)	86.1
Selling, general and administrative expenses1	(128,882		)	7.4		(128,195		)	7.4
Gain on divested assets, net	—			—		1,755			0.1
Total operating costs and expenses	(1,659,223		)	95.9		(1,619,999		)	93.4
Income from operations	71,185			4.1		114,764			6.6
Interest expense, net	(31,374		)	1.8		(30,651		)	1.8
Non-operating pension and other postretirement benefit (costs) income1	1,143			0.1		(3,447		)	0.2
Earnings before income taxes	40,954			2.4		80,666			4.6
Income tax benefit (provision)	56,385			3.3		(31,112		)	1.8
Net earnings	$	97,339		5.6	%	$	49,554		2.9	%

¹  In the first quarter of 2018, the Company adopted a new accounting standard, ASU 2017-07, which resulted in a change in the presentation of pension and postretirement benefit (costs) income other than service costs on a line outside of “Income from operations.” The corresponding prior period amounts above have been reclassified to conform with the 2018 presentation.

Net sales—Net sales for 2017 decreased by $4.4 million, or less than 1.0%, compared to 2016, primarily due to decreased shipments during 2017 in our Consumer Products segment largely offset by increased shipments in our Pulp and Paperboard segment, as a result of the inclusion of Manchester Industries, which was acquired in December 2016, and a favorable sales mix in both segments. These items are further discussed below under “Discussion of Business Segments."

Cost of sales—Cost of sales was 88.4% of net sales for 2017 compared to 86.1% of net sales for 2016. Cost of sales was $36.8 million higher in 2017 due primarily to increased transportation costs caused by major weather related events, additional internal case shipments as a result of the closure of our Oklahoma City facility, and higher transportation rates. Furthermore, this increase in cost of sales was impacted by higher pulp pricing, higher depreciation expense, higher costs associated with the inclusion of Manchester Industries, and higher inventory costs in the fourth quarter of 2016 that flowed through cost of sales in first quarter of 2017. These cost increases were partially offset by lower wage and benefit costs resulting from the implementation of our warehouse automation project at several of our Consumer Products segment facilities, the shutdown of two paper machines at our Neenah facility in the fourth quarter of 2016 and the closure of our Oklahoma City facility in March 2017.

Selling, general and administrative expenses—Selling, general and administrative expenses increased $0.7 million during 2017 compared to 2016. The higher expense was primarily a result of $4.3 million of asset write-downs to their held for sale value on certain Oklahoma City assets, $3.2 million of expenses associated with the execution of a sublease for the Oklahoma City facility, $3.0 million of increased amortization of intangibles resulting from our acquisition of Manchester Industries and $2.3 million of reorganization related expenses associated with cost control measures. These cost increases were partially offset by $2.8 million of mark-to-market benefit in 2017 related to our directors' common stock units, which will ultimately be settled in cash, compared to $4.8 million of mark-to-market expense in 2016, lower profit dependent accruals, and a $1.6 million pension settlement charge in 2016.

Gain on divested assets—During 2016, we recognized a net gain of $1.8 million as a result of the release to us of $2.3 million from an indemnity escrow account related to the December 2014 sale of our former specialty business and mills, less $0.5 million of other related settlement costs.

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Interest expense—Interest expense increased $0.7 million during 2017, compared to 2016. The increase was driven by a larger average balance on our revolving credit facilities during 2017 compared to 2016, partially offset by capitalized interest of $4.6 million in 2017 compared to $2.3 million in 2016.

Income tax provision—We recorded an income tax benefit of $56.4 million in 2017, compared to income tax expense of $31.1 million in 2016. The benefit in 2017 was primarily the result of a $70 million tax benefit resulting from the remeasurement of our net deferred tax liabilities following the passage of the Tax Cuts and Jobs Act. During 2017 and 2016, there were a number of items that were included in the calculation of our income tax benefit and expense that we do not believe were indicative of our core operating performance. Excluding these items, the tax rates for 2017 and 2016 would have been approximately 34% and 38%, respectively. See the section entitled "Non-GAAP Measures" on pages 34-36 of this report for a reconciliation of these adjusted income tax benefit and provision amounts to the comparable income tax provision amounts.

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DISCUSSION OF BUSINESS SEGMENTS

Consumer Products

	Years Ended December 31,
(Dollars in thousands - except per ton amounts)	2017			2016
Net sales	$	941,907		$	988,380
Operating income1	28,973			67,919
Percent of net sales	3.1		%	6.9		%
Shipments (short tons)
Retail	309,067			314,042
Non-retail	55,562			81,952
Total tissue tons	364,629			395,994
Converted products cases (in thousands)	51,221			52,875
Sales price (per short ton)
Retail	$	2,775		$	2,757
Non-retail	1,440			1,480
Total tissue	$	2,572		$	2,493

¹  In 2018, the Company adopted a new accounting standard, ASU 2017-07, which resulted in a change in the presentation of pension and postretirement benefit (costs) income other than service costs on a line outside of “Income from operations.” The corresponding prior period amounts above have been reclassified to conform with the 2018 presentation.

Net sales for our Consumer Products segment decreased by $46.5 million, or 4.7%, in 2017 compared to 2016, due to lower overall sales volume in both finished goods cases and parent rolls. The decreased parent roll sales were primarily the result of the shutdown of two paper machines at our Neenah facility in the fourth quarter of 2016. This decrease in volume was partially offset by a favorable sales mix as increased TAD bathroom tissue and household towel sales, combined with reduced parent roll sales, resulted in a 3.2% average price increase.

Segment operating income decreased$38.9 million, or 57.3%, in 2017 compared to 2016 due primarily to increased costs for transportation, pulp and packaging, higher depreciation expense, costs associated with the closure of our Oklahoma City facility, and higher inventory costs in the fourth quarter of 2016 that flowed through cost of sales in the first quarter of 2017. These cost increases were partially offset by reduced wage and benefit costs resulting from the implementation of our warehouse automation project, the shutdown of the two paper machines at our Neenah facility in the fourth quarter 2016 and the closure of our Oklahoma City facility in the first quarter of 2017, which also resulted in favorable maintenance cost comparisons in 2017.

Pulp and Paperboard

	Years Ended December 31,
(Dollars in thousands - except per ton amounts)	2017			2016
Net sales	$	788,501		$	746,383
Operating income1	97,360			112,700
Percent of net sales	12.3		%	15.1		%
Paperboard shipments (short tons)	828,201			796,158
Paperboard sales price (per short ton)	$	952		$	937

¹  In 2018, the Company adopted a new accounting standard, ASU 2017-07, which resulted in a change in the presentation of pension and postretirement benefit (costs) income other than service costs on a line outside of “Income from operations.” The corresponding prior period amounts have been reclassified to conform with the current period presentation.

Net sales for our Pulp and Paperboard segment increased by $42.1 million, or 5.6%, in 2017 compared to 2016. The increase was primarily due to the inclusion of Manchester and incremental volumes with a higher net selling price resulting from a favorable sales mix.

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Operating income for the segment decreased$15.3 million, or 13.6%, during 2017 compared to 2016, due primarily to increased costs for purchased pulp, higher natural gas prices and increased electrical usage due to extended turbine generator outages at our Arkansas and Idaho facilities. Additionally, depreciation and amortization costs increased as a result of the acquisition of Manchester Industries and the installation of the continuous pulp digester at our Idaho facility. These cost increases were partially offset by improved pulp yields and reduced wood fiber prices at our Arkansas facility.

NON-GAAP MEASURES

We use earnings before interest (including debt retirement costs), taxes, depreciation and amortization, or EBITDA, and EBITDA adjusted for certain items, or Adjusted EBITDA, and Adjusted income tax provision as supplemental performance measures that are not required by, or presented in accordance with GAAP. EBITDA and Adjusted EBITDA should not be considered as alternatives to net earnings, operating income or any other performance measure derived in accordance with GAAP, or as alternatives to cash flows from operating activities or a measure of our liquidity or profitability. In addition, our calculation of EBITDA and Adjusted EBITDA may or may not be comparable to similarly titled measures used by other companies.

EBITDA and Adjusted EBITDA have important limitations as analytical tools, and should not be considered in isolation, or as a substitute for any of our results as reported under GAAP. Some of these limitations are:

▪ EBITDA and Adjusted EBITDA do not reflect our cash expenditures for capital assets;

▪ EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital requirements;

▪ EBITDA and Adjusted EBITDA do not include cash pension payments;

▪ EBITDA and Adjusted EBITDA exclude certain tax payments that may represent a reduction in cash available to us;

▪ EBITDA and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

▪ although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and

▪ other companies, including other companies in our industry, may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

We present EBITDA, Adjusted EBITDA and Adjusted income tax provisions because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use EBITDA and Adjusted EBITDA: (i) as factors in evaluating management’s performance when determining incentive compensation, (ii) to evaluate the effectiveness of our business strategies, and (iii) because our credit agreement and the indenture governing the 2013 Notes uses metrics similar to EBITDA to measure our compliance with certain covenants.

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The following table provides our EBITDA and Adjusted EBITDA for the periods presented, as well as a reconciliation to net earnings:

	Years Ended December 31,
(In thousands)	2018			2017			2016
Net (loss) earnings	$	(143,767	)	$	97,339		$	49,554
Interest expense, net 1	30,620			31,374			30,651
Income tax provision (benefit)	10,305			(56,385		)	31,112
Depreciation and amortization expense2	101,953			104,990			91,090
EBITDA	$	(889	)	$	177,318		$	202,407
Directors' equity-based compensation (benefit) expense	(2,340		)	(2,833		)	4,779
Goodwill impairment3	195,079			—			—
Gain associated with the sale of the Ladysmith facility, net	(23,952		)	—			—
Reorganization related expenses associated with SG&A cost control measures	6,935			2,263			—
Consumer products reorganization related expenses	1,048			—			—
Other	844			—			—
Costs associated with Oklahoma City facility closure4	—			11,055			318
Costs associated with Long Island facility closure	—			1,443			1,891
Manchester Industries acquisition related expenses	—			220			2,665
Write-off of assets as a result of Warehouse Automation project	—			41			—
Gain associated with the sale of the specialty mills, net	—			—			(1,755		)
Pension settlement expense	—			—			3,482
Costs associated with Neenah paper machines shutdown	—			—			1,049
Adjusted EBITDA	$	176,725		$	189,507		$	214,836

¹  Interest expense, net for the year ended December 31, 2016 includes debt retirement costs of $0.4 million.

²  Depreciation and amortization expense for the years ended December 31, 2017 and 2016 includes $3.7 million and $1.3 million, respectively, of accelerated depreciation associated with the Oklahoma City facility closure.

³  During the fourth quarter of 2018, we recognized non-cash goodwill impairment of $195.1 million associated with our Consumer Products segment. See Item 8, Financial Statements and Supplementary Data under Note 7 "Goodwill and Intangibles Assets" for more information.

⁴  Costs associated with the Oklahoma City facility closure for the twelve months ended December 31, 2017 include $4.3 million of loss on the write-down of assets to their held for sale value and $3.2 million of expenses associated with the execution of a sublease for the facility.

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The following table provides our Adjusted income tax provisions for the years ended December 31, 2018, 2017 and 2016, as well as a reconciliation to income tax benefit (provision):

	Years Ended December 31,
(In thousands)	2018			2017			2016
GAAP income tax (provision) benefit1	$	(10,305	)	$	56,385		$	(31,112	)
Adjustments, tax impact:
Directors' equity-based compensation	523			952			(1,693		)
Gain associated with the sale of the Ladysmith facility, net	10,444			—			—
Reorganization related expenses associated with SG&A cost control measures	(1,721		)	(757		)	—
Impact of state tax reform	(676		)	—			—
Consumer products reorganization related expenses	(274		)	—			—
Other	(151		)	—			—
Federal tax rate change1	—			(70,055		)	—
Costs associated with Oklahoma City facility closure	—			(4,977		)	(589		)
Costs associated with Long Island facility closure	—			(686		)	(672		)
Accelerated depreciation of assets as a result of warehouse automation project	—			(121		)	—
Manchester Industries acquisition related expenses	—			(74		)	(465		)
Write-off of assets as a result of warehouse automation project	—			(14		)	—
Gain associated with the sale of the specialty mills, net							626
Costs associated with Neenah paper machines shutdown	—			—			(371		)
Pension settlement expense	—			—			(1,242		)
Adjusted income tax provision	$	(2,160	)	$	(19,347	)	$	(35,518	)

¹  The benefit in 2017 is primarily due to the remeasurement of deferred tax liabilities as a result of the Act signed into law on December 22, 2017. The resulting net tax benefit is excluded from our adjusted non-GAAP earnings.

LIQUIDITY AND CAPITAL RESOURCES

The following table presents information regarding our cash flows for the years ended December 31, 2018, 2017 and 2016.

Cash Flows Summary

	Years Ended December 31,
(In thousands)	2018			2017			2016
Net cash flows from operating activities1	$	168,899		$	178,670		$	172,751
Net cash flows from investing activities	(223,971		)	(198,797		)	(222,506		)
Net cash flows from financing activities	63,281			13,864			67,146

¹  In 2018, we adopted a new accounting standard, ASU 2016-18, which required a change in the presentation of cash, cash equivalents, and restricted cash in the statement of cash flows. As a result of adopting this standard, the net cash flows from operating activities increased by $1.0 million for 2017. There were no changes to the 2016 presentation as previously reported.

Operating Activities—Net cash flows from operating activities for 2018 decreased by $9.8 million compared to 2017. The decrease in operating cash flows was driven by a $27.7 million decrease in earnings, after adjusting for non cash related items, as well as a decrease of $5.6 million in cash flows generated from changes in working capital in 2018 compared to the same period in 2017. This decrease in net cash flows from operating activities was partially offset by a net $14.0 million decrease in taxes receivable in 2018, as a result of cash received from income tax refunds, compared to a $10.6 million increase in taxes receivable in 2017.

Net cash flows from operating activities for 2017 increased by $5.9 million compared to 2016. The increase in operating cash flows was driven by $21.8 million of positive cash flows generated from changes in working capital in 2017, largely

36

due to an increase in accounts payable and accrued liabilities, compared to $3.5 million of negative cash flows for changes in working capital in 2016. This increase in net cash flows from operating activities was partially offset by a net $10.6 million increase in taxes receivable in 2017, compared to a $5.1 million decrease in taxes receivable in 2016. The change in the taxes receivable balance for 2017 was due to increased tax depreciation relating to our strategic capital projects, which lessened our tax burden and increased the amount of refund we expected to receive.

Investing Activities—Net cash flows used for investing activities increased $25.2 million in 2018 compared to 2017. This increase was largely driven by a $96.0 million increase in cash paid for plant and equipment in 2018, driven largely by spending on our new tissue machine and related converting equipment in Shelby, North Carolina. That increase in cash used for investing activities was partially offset by $70.9 million of net cash proceeds from divested assets, which resulted from the sale of our Ladysmith facility in the third quarter of 2018. In addition to cash paid for plant and equipment, we also incurred $42.2 million of non-cash additions related to accrued payables for plant and equipment in 2018, which is also largely associated with our Shelby expansion project.

Net cash flows used for investing activities decreased $23.7 million in 2017 compared to 2016. This decrease was largely driven by the acquisition of Manchester Industries in 2016 for $67.4 million, net of cash acquired, partially offset by a $44.4 million increase in cash spent for plant and equipment in 2017, which increased due to our investments in strategic capital projects, including a continuous pulp digester project at our Lewiston, Idaho facility and our Shelby expansion project.

Financing Activities—Net cash flows from financing activities were $63.3 million for 2018, and were largely driven by net borrowings on short-term debt of $65.8 million primarily used to fund the expansion of our Shelby, North Carolina facility.

Net cash flows from financing activities were $13.9 million for 2017, and were largely driven by net borrowings on our revolving credit facilities of $20.0 million, partially offset by $4.9 million in repurchases of our outstanding common stock pursuant to our stock repurchase program.

Capital Resources

Due to the competitive and cyclical nature of the markets in which we operate, there is uncertainty regarding the amount of cash flows we will generate during the next twelve months. However, we believe that our cash flows from operations, our cash on hand and our borrowing capacity under our senior secured revolving credit facilities will be adequate to fund debt service requirements and provide cash required to support our ongoing operations, capital expenditures and working capital needs for the next twelve months.

We may choose to refinance all or a portion of our indebtedness on or before maturity. We cannot be certain that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

At December 31, 2018 and 2017, our financial position included gross debt of $795.8 million and $730.0 million, respectively. Stockholders’ equity at December 31, 2018 was $426.4 million, compared to $575.4 million at the end of 2017. Our total debt to total capitalization, excluding accumulated other comprehensive loss, was 61.6% at December 31, 2018, compared to 53.9% at December 31, 2017.

Capital Expenditures

In addition to ongoing maintenance and repair costs, we make capital expenditures to increase our operating capacity and efficiency, improve safety at our facilities and comply with environmental laws. In 2018, we incurred $328.9 million in capital expenditures, excluding capitalized interest of $9.0 million, which included $311.1 million of capital spending on strategic projects and other projects designed to reduce future manufacturing costs and provide a positive return on investment. These strategic projects in 2018 and 2017 consist primarily of the expansion of our Shelby, North Carolina facility and the continuous pulp digester at our Idaho pulp and paperboard facility. During 2017, excluding capitalized interest of $4.6 million, we spent $194.0 million on capital expenditures, which included $152.6 million of strategic capital spending. In 2019, we expect cash paid for capital expenditures to be approximately $130 to $140 million.

Debt Arrangements

$300 Million Senior Notes Due 2025

On July 29, 2014, we issued $300 million aggregate principal amount of Senior Notes due 2025, which we refer to as the 2014 Notes, that mature on February 1, 2025, have an interest rate of 5.375% and were issued at their face value.

Our 2019 expected debt service obligation related to the 2014 Notes, consisting of cash payments for interest, is $16.1 million.

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$275 Million Senior Notes Due 2023

On February 22, 2013, we issued $275 million aggregate principal amount of 4.5% senior notes due 2023, which we refer to as the 2013 Notes.

Our 2019 expected debt service obligation related to the 2013 Notes, consisting of cash payments for interest, is $12.4 million.

Revolving Credit Facilities

After giving effect to a revolving commitment increase described below, our senior secured revolving credit facilities provide in the aggregate, on a combined basis, for the extension of up to $400 million in revolving loans under: (i) a $200 million credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “Commercial Credit Agreement”); and (ii) a $200 million credit agreement with Northwest Farm Credit Services, PCA, as administrative agent, and the lenders party thereto (the “Farm Credit Agreement”).  These revolving credit facilities were initially entered into on October 31, 2016 and we refer to them collectively as the “Credit Agreements.”  In August, 2018, we entered into an agreement with a lender to the Farm Credit Agreement to provide an incremental revolving loan commitment, which increased the size of the Farm Credit Agreement from $100 million to $200 million. The revolving credit facilities provided under the Credit Agreements mature on October 31, 2021.

We may separately request incremental commitments under either Credit Agreement to increase the amount of revolving loans or to provide term loans under such Credit Agreement. After obtaining the $100 million incremental revolving commitment to the Farm Credit Agreement in August 2018, the aggregate amount of incremental commitments we may request may not exceed $100 million (on a combined basis under both Credit Agreements), plus an additional amount, not to exceed $100 million (also on a combined basis under both Credit Agreements), such that our first lien leverage ratio on a pro forma basis, as defined, does not exceed 3.00 to 1.00, subject to certain customary conditions and receipt of commitments by existing or additional lenders. In addition, after giving effect to the amount of any incremental borrowing under the Farm Credit Agreement, the principal amount of all unfunded revolving loan commitments and the outstanding amount of any term loans provided under the Farm Credit Agreement (if any) cannot exceed 50% of the sum of the outstanding principal amount of the loans and unfunded commitments under the Farm Credit Agreement and the Commercial Credit Agreement on a combined basis.

Revolving Loans borrowed under the Credit Agreements bear interest, at our option, at a LIBOR rate, a base rate, or, in the case of the Farm Credit Agreement, a one-, two-, three-, four-, or five-year fixed rate, plus, in each case, an applicable margin. Prior to an amendment to each Credit Agreement in November 2018, the per annum margin applicable to LIBOR rate loans could range from 1.25% to 2.00% under the Commercial Credit Agreement, and from 1.50% to 2.25% under the Farm Credit Agreement, in each case, depending on changes to our consolidated leverage ratio. Following the amendment in November 2018, the per annum margin applicable to LIBOR rate loans can now range from 1.25% to 2.50% under the Commercial Credit Agreement, and from 1.50% to 3.50% under the Farm Credit Agreement. The margin applicable to fixed rate loans under the Farm Credit Agreement is the same as the margin applicable to LIBOR rate loans under the Farm Credit Agreement. The margin applicable to base rate loans under both Credit Agreements is always 1.00% per annum less than the corresponding margin for LIBOR rate loans. We also pay commitment fees on the unused portion of the revolving loan commitments under the Credit Agreements, which range from 0.20% per annum to 0.40% per annum, depending on changes to our consolidated leverage ratio. Prior to the November 2018 amendment, this commitment fee could not exceed 0.35% per annum.

The Credit Agreements are secured by substantially all of the personal property of the Company and its domestic subsidiaries through separate liens granted under each Credit Agreement for the benefit of each secured party thereunder on an equal and ratable basis. The Company’s obligations under the Credit Agreements are guaranteed by the Company’s domestic subsidiaries.

The Credit Agreements contain various loan covenants that restrict the ability of the Company and its subsidiaries to take certain actions, including, incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, repurchase or redemption of capital stock, making certain investments, entering into certain transactions with affiliates or changing the nature of their business. In addition, the Credit Agreements contain financial covenants that require the Company to maintain a consolidated secured leverage ratio in an amount not to exceed 2.00 to 1.00 in 2019, and 1.50 to 1.00 thereafter, a consolidated interest coverage ratio in an amount not less than 1.25 to 1.00, and a consolidated asset coverage ratio of not less than 1.00 to 1.00.

Each Credit Agreement also contains customary events of default, including failure to make payments under such Credit Agreement, breach of any representation or warranty or covenant under such Credit Agreement, default under or acceleration of other indebtedness for borrowed money in excess of an agreed amount, any change in control of the Company based upon a third party acquiring more than 35% of the equity interests of the Company, bankruptcy events, invalidity of such credit agreement, the incurrence of certain liabilities, termination events or withdrawals from specified benefit plans, and unpaid or uninsured judgments in excess of an agreed amount.

38

We are members of the Northwest Farm Credit Services, PCA system which entitles us to patronage refunds and other distributions on account of our equity interests in the Northwest Farm Credit Services, PCA, as well as our patronage with Northwest Farm Credit Services. Patronage refunds are distributions of profits from member banks in the United States Farm Credit System, like Northwest Farm Credit Services, which are cooperatives (member owned) that distribute profits to their members in the form of patronage dividends, which are accrued as earned and recorded as offsets to interest expense under the Farm Credit Agreement.

As of December 31, 2018, there was an aggregate of $200 million of borrowings outstanding under the Credit Agreements and we were in compliance with the covenants contained in the Credit Agreements. In addition, $7.6 million of the credit facilities was being used to support outstanding standby letters of credit. The borrowings outstanding under the Credit Agreements as of December 31, 2018, consisted of a combination of short-term base and LIBOR rate loans which are classified as current liabilities in our Consolidated Balance Sheet, and a $100.0 million fixed rate, three-year borrowing under the Farm Credit Agreement that is included in "Long-term debt," in our Consolidated Balance Sheet. As of December 31, 2018, we would have been permitted to draw an additional $192.4 million of revolving loans under the Credit Agreements.

Please see Part II, Note 10, "Debt" of this report for information relating to our senior notes and revolving credit facilities.

CONTRACTUAL OBLIGATIONS

The following table summarizes our contractual obligations as of December 31, 2018. Portions of the amounts shown are reflected in our financial statements and accompanying notes, as required by GAAP. See the footnotes following the table for information regarding the amounts presented and for references to relevant financial statement notes that include a detailed discussion of the item.

	Payments Due by Period
(In thousands)	Total		2019		2020-2021		2022-2023		Thereafter
Short-term debt	$	120,833	$	120,833	$	—	$	—	$	—
Long-term debt1	675,000		—		100,000		—		575,000
Interest on long-term debt1	187,663		33,230		63,307		50,813		40,313
Capital leases2	36,785		3,093		6,174		5,808		21,710
Operating leases2	74,811		12,038		21,845		16,652		24,276
Purchase obligations3	391,532		358,368		20,745		8,311		4,108
Other obligations4,5	226,615		160,659		13,114		10,398		42,444
Total	$	1,713,239	$	688,221	$	225,185	$	91,982	$	707,851

¹ Included above are the principal and interest payments that were due, as of December 31, 2018, on our 2013 and 2014 Notes and our fixed-rate, three-year borrowings under our credit facilities. For more information regarding specific terms of our long-term debt, see Note 10, “Debt,” in the notes to the consolidated financial statements.

² These amounts represent our minimum capital lease payments, including amounts representing interest, and our minimum operating lease payments. See Note 17, “Commitments and Contingencies,” in the notes to the consolidated financial statements.

³ Purchase obligations consist primarily of contracts for the purchase of raw materials (primarily pulp) from third parties, trade accounts payable as of December 31, 2018, contracts for outside wood chipping and contracts with natural gas and electricity providers.

⁴ Included in other obligations are accrued liabilities and accounts payable (other than certain trade accounts payable balances included as "purchase obligations" above) as of December 31, 2018, liabilities associated with supplemental pension and deferred compensation arrangements, and estimated payments on postretirement employee benefit plans.

⁵ Total excludes $2.8 million of unrecognized tax benefits due to the uncertainty of timing of payment. See Note 8, “Income Taxes,” in the notes to the consolidated financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our financial conditions or consolidated financial statements.

ENVIRONMENTAL

Our operating facilities are subject to rigorous federal and state environmental regulation governing air emissions, wastewater discharges, and solid and hazardous waste management. Our goal is continuous compliance with all

39

environmental regulations and we regularly monitor our activities to ensure compliance with all pertinent rules and requirements. Compliance with environmental regulations is a significant factor in our business and requires periodic capital expenditures as well as additional operating costs as rules change.

Concern over climate change, including the impact of global warming, may lead to future regulations. We believe there are no U.S. rules currently proposed that would have a material impact on our operations.

Our facilities are currently in substantial compliance with applicable environmental laws and regulations. We cannot be certain, however, that situations that may give rise to material environmental liabilities will not be discovered or that the enactment of new environmental laws or regulations or changes in existing laws or regulations will not require significant expenditures by us.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with GAAP requires our management to select and apply accounting policies that best provide the framework to report the results of operations and financial position. The selection and application of those policies requires management to make difficult, subjective and complex judgments concerning reported amounts of revenue and expenses during the reporting period and the reported amounts of assets and liabilities at the date of the financial statements. As a result, it is possible that materially different amounts would be reported under different conditions or using different assumptions.

See Note 3, “Recently Adopted and New Accounting Standards” to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information regarding recently adopted and new accounting pronouncements.

Goodwill.

As of December 31, 2018 and December 31, 2017, we had $35.1 million and $244.2 million, respectively, of goodwill included on our Consolidated Balance Sheet. Goodwill is not amortized but tested for impairment annually as of each November 1^st and at any time when events suggest impairment may have occurred, such as a significant adverse change in the business climate or a sustained drop in the company’s market capitalization. If the carrying amount of a reporting unit exceeds the estimated fair value of that reporting unit, a goodwill impairment loss is recognized equal to the excess of the reporting unit’s carrying amount over its estimated fair value.

In late April 2018, we experienced a significant decrease in our market capitalization after announcing lower first quarter financial results and a reduced second quarter sales outlook for our Consumer Products reporting unit. We identified this as a triggering event and tested the goodwill allocated to this reporting unit for impairment as of May 31, 2018. To determine the fair value of the Consumer Products reporting unit, we used a discounted cash flow methodology utilizing our most recent financial projections that take into account a variety of factors including industry and market conditions. Compared to the previous projections utilized during the November 1, 2017 impairment test, our estimates as of May 31, 2018 did not show significant adverse changes to the reporting unit’s projected operating results for future periods. As a result, we determined that the fair value of the reporting unit exceeded its carrying value as of that testing date.

In August 2018, we sold our Ladysmith, Wisconsin tissue manufacturing facility for net cash proceeds of approximately $71 million. In connection with the sale, we recorded a $14.0 million write-off of goodwill of the Consumer Products reporting unit. Consistent with authoritative guidance, the goodwill was allocated to our divested assets by estimating the fair value of the Ladysmith facility compared to the estimated fair value of the Consumer Products reporting unit, which was then used to estimate the amount of goodwill to allocate to the sold business.

We conducted our annual impairment test as of the November 1, 2018 measurement date and concluded, in connection with the preparation of our 2018 financial statements, that the estimated fair value of the Consumer Products reporting unit was below the carrying value of the reporting unit, resulting in a non-cash impairment charge of $195.1 million. This amount represents the remaining goodwill associated with our Consumer Products reporting unit that was originally recorded as the result of our acquisition of Cellu Tissue Holdings, Inc. in 2010.

To determine the fair value of the Consumer Products reporting unit, we used the same discounted cash flow methodology utilized in the May 2018 and November 2017 goodwill impairment tests. Our most recent estimates for 2019 and future years were based on market data obtained in the fall of 2018 indicating that in 2019 and future years, we expect lower pricing for certain tissue products, lower converted case sales volumes, a higher mix of parent roll sales, and increased transportation and pulp costs compared to the financial projections used in May 2018. In light of the weakened market outlook, our forecast yielded a fair value less than the carrying value of the Consumer Products reporting unit, resulting in the impairment of goodwill. We also performed an overall reconciliation to corroborate the

40

estimated fair value from the income approach to our overall market capitalization as of the November 1, 2018 measurement date.

As of the November 1, 2018 measurement date, the fair value of our Pulp and Paperboard reporting unit was clearly in excess of its carrying value, so no goodwill associated with this reporting unit has been written down. Refer to Note 7, “Goodwill and Intangible Assets” to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information.

Pension and postretirement employee benefits. The determination of pension plan expense and the requirements for funding our pension plans are based on a number of actuarial assumptions. Note 13, "Savings, Pension and Other Postretirement Employee Benefit Plans," in the notes to the consolidated financial statements includes information for the three years ended December 31, 2018, 2017 and 2016, on the components of pension expense and other postretirement employee benefit, or OPEB, expense and income and the underlying actuarial assumptions used to calculate periodic expense, as well as the funded status for our pension and OPEB plans as of December 31, 2018 and 2017.

The assumption that has the largest impact on the determination of plan expense and the funded status of our pension and OPEB plans is the discount rate. The discount rate used in the determination of pension benefit obligations and pension expense is determined based on a review of long-term high-grade bonds and management’s expectations. At December 31, 2018, we calculated obligations using a 4.40% discount rate. The discount rates used at December 31, 2017 and 2016 were 3.90% and 4.45%, respectively. An increase in the discount rate, all other assumptions remaining the same, would decrease pension plan expense, and conversely, a decrease would increase plan expense. As an indication of the sensitivity that pension expense has to the discount rate assumption, a 25 basis point change in the discount rate would affect annual plan expense by approximately $0.5 million. Additionally, a 25 basis point decrease in the discount rate would increase the pension benefit obligation by approximately $8.0 million.

The discount rates used to calculate OPEB obligations, which were determined using the same methodology we used for our pension plans, were 4.55%, 3.95% and 4.30% at December 31, 2018, 2017 and 2016, respectively. As an indication of the sensitivity that OPEB income has to the discount rate assumption, a 25 basis point change in the discount rate would affect plan income by approximately $0.1 million. Additionally, a 25 basis point decrease in the discount rate would increase the OPEB benefit obligation by approximately $1.4 million.

Our company-sponsored pension plans were underfunded by a net $25.3 million at December 31, 2018 and $6.8 million at December 31, 2017. Our OPEB plans are unfunded and represent a liability of $60.3 million and $65.1 million as of December 31, 2018 and 2017, respectively.

41

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risks

Interest Rate Risk

Our exposure to market risks on financial instruments includes interest rate risk on our secured revolving credit facilities. As of December 31, 2018, there were $200.0 million in borrowings outstanding under our revolving credit facilities. The interest rates applied to borrowings under the credit facilities are adjusted often and therefore react quickly to any movement in the general trend of market interest rates. For example, a one percentage point increase or decrease in interest rates, based on assumed outstanding credit facilities' borrowings of $200.0 million, would have a $2.0 million annual effect on interest expense. During 2018, we reduced our short-term interest rate risk through the use of a short-term LIBOR Rate option for $100.0 million and negotiated a fixed, long-term rate on the remaining $100 million, of our total outstanding credit facilities' borrowings balance of $200.0 million, reducing the Company's exposure to variable rate debt.

We currently do not attempt to alleviate the effects of short-term interest rate fluctuations on our credit facilities' borrowings through the use of derivative financial instruments.

Commodity Risk

We are exposed to market risk for changes in natural gas commodity pricing, which we partially mitigate through the use of firm price contracts for a portion of the natural gas requirements of our manufacturing facilities. As of December 31, 2018, these contracts covered approximately 14% of our expected average monthly requirements for 2019, including approximately 12% of the expected average monthly requirements for the first quarter of 2019.

Foreign Currency Risk

We have minimal foreign currency exchange risk. Nearly all of our international sales are denominated in U.S. dollars.

Quantitative Information about Market Risks

	Expected Maturity Date
(Dollars in thousands)	2019			2020			2021			2022			2023			Thereafter			Total
Long-term debt:
Fixed rate	$	—		$	—		$	—		$	—		$	—		$	575,000		$	575,000
Revolving credit facility	—			—			100,000			—			—			—			100,000
Average interest rate	—		%	—		%	4.730		%	—		%	—		%	4.957		%	4.923		%
Fair value at December 31, 2018																			$	612,546

42

ITEM 8.

Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

	PAGE NUMBER
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016	44
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 and 2016	45
Consolidated Balance Sheets at December 31, 2018 and 2017	46
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016	47
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2018, 2017   and 2016	48
Notes to Consolidated Financial Statements	49-87
Reports of Independent Registered Public Accounting Firm	88-90
Financial Statement Schedules:
All schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements, including the notes thereto.

43

CLEARWATER PAPER CORPORATION

Consolidated Statements of Operations

(Dollars in thousands – except per-share amounts)

	For The Years Ended December 31,
	2018			2017			2016
Net sales	$	1,724,218		$	1,730,408		$	1,734,763
Costs and expenses:
Cost of sales	(1,538,012		)	(1,530,341		)	(1,493,559		)
Selling, general and administrative expenses	(112,988		)	(128,882		)	(128,195		)
Goodwill impairment	(195,079		)	—			—
Gain on divested assets, net	23,952			—			1,755
Total operating costs and expenses	(1,822,127		)	(1,659,223		)	(1,619,999		)
(Loss) income from operations	(97,909		)	71,185			114,764
Interest expense, net	(30,620		)	(31,374		)	(30,651		)
Non-operating pension and other post employment benefit    (costs) income	(4,933		)	1,143			(3,447		)
(Loss) earnings before income taxes	(133,462		)	40,954			80,666
Income tax (provision) benefit	(10,305		)	56,385			(31,112		)
Net (loss) earnings	$	(143,767	)	$	97,339		$	49,554
Net (loss) earnings per common share:
Basic	$	(8.72	)	$	5.91		$	2.91
Diluted	(8.72		)	5.88			2.90

The accompanying notes are an integral part of these consolidated financial statements.

44

CLEARWATER PAPER CORPORATION

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

	For The Years Ended December 31,
	2018			2017			2016
Net (loss) earnings	$	(143,767	)	$	97,339		$	49,554
Other comprehensive (loss) income, net of tax:
Defined benefit pension and other postretirement employee benefits:
Net (loss) gain arising during the period, net of tax of $(5,717), $2,409, and $248	(16,036		)	6,745			379
Amortization of actuarial loss included in net periodic cost, net of tax of $2,397, $1,305, and $1,576	6,759			1,951			2,321
Amortization of prior service credit included in net periodic cost, net of tax of $(440), $(601), and $(669)	(1,236		)	(926		)	(1,021		)
Settlement, net of tax of $-, $-, and $1,366	—			—			2,116
Other comprehensive (loss) income, net of tax	(10,513		)	7,770			3,795
Comprehensive (loss) income	$	(154,280	)	$	105,109		$	53,349

The accompanying notes are an integral part of these consolidated financial statements.

45

CLEARWATER PAPER CORPORATION

Consolidated Balance Sheets

(Dollars in thousands – except share data)

	At December 31,
	2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	22,484		$	15,738
Receivables, net	145,519			142,065
Taxes receivable	6,301			20,282
Inventories	266,244			266,043
Other current assets	3,399			8,661
Total current assets	443,947			452,789
Property, plant and equipment, net	1,269,271			1,050,982
Goodwill	35,074			244,161
Intangible assets, net	24,080			32,542
Other assets, net	15,746			21,778
TOTAL ASSETS	$	1,788,118		$	1,802,252
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	120,833		$	155,000
Accounts payable and accrued liabilities	321,032			256,621
Current liability for pensions and other postretirement employee benefits	7,430			7,631
Total current liabilities	449,295			419,252
Long-term debt	671,292			570,524
Liability for pensions and other postretirement employee benefits	78,191			72,469
Other long-term obligations	38,977			43,275
Accrued taxes	2,785			2,770
Deferred tax liabilities	121,182			118,528
TOTAL LIABILITIES	1,361,722			1,226,818
Stockholders’ equity:
Preferred stock, par value $0.0001 per share, 5,000,000 authorized shares,   no shares issued	—			—
Common stock, par value $0.0001 per share, 100,000,000 authorized   shares -16,482,345 and 16,447,898 shares issued	2			2
Additional paid-in capital	6,403			1,161
Retained earnings	487,339			618,254
Accumulated other comprehensive loss, net of tax	(67,348		)	(43,983		)
Total stockholders’ equity	426,396			575,434
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,788,118		$	1,802,252

The accompanying notes are an integral part of these consolidated financial statements.

46

CLEARWATER PAPER CORPORATION

Consolidated Statements of Cash Flows

(in thousands)	For The Years Ended December 31,
	2018			2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) earnings	$	(143,767	)	$	97,339		$	49,554
Adjustments to reconcile net (loss) earnings to net cash flows from   operating activities:
Goodwill impairment	195,079			—			—
Depreciation and amortization	101,953			104,990			91,090
Equity-based compensation expense	3,314			3,620			12,385
Deferred taxes	7,084			(40,589		)	18,327
Employee benefit plans	(116		)	(4,371		)	(1,979		)
Deferred issuance costs on debt	1,356			1,199			1,242
Gain on divested assets, net	(25,510		)	—			—
Disposal of plant and equipment, net	726			4,053			1,381
Other non-cash activity	146			1,750			758
Changes in working capital, net of acquisition	16,200			21,761			(3,462		)
Change in taxes receivable, net	13,980			(10,573		)	5,142
Other, net	(1,546		)	(509		)	(1,687		)
Net cash flows from operating activities	168,899			178,670			172,751
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(295,708		)	(199,748		)	(155,349		)
Acquisition of Manchester Industries, net of cash acquired	—			—			(67,443		)
Net proceeds from divested assets	70,930			—			—
Other, net	807			951			286
Net cash flows from investing activities	(223,971		)	(198,797		)	(222,506		)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock	—			(4,875		)	(65,327		)
Borrowings on short-term debt	630,848			298,308			1,273,959
Repayments of borrowings on short-term debt	(565,015		)	(278,308		)	(1,138,959		)
Payments for debt issuance costs	(2,139		)	(134		)	(1,906		)
Payment of tax withholdings on equity-based payment arrangements	(413		)	(1,127		)	(933		)
Other, net	—			—			312
Net cash flows from financing activities	63,281			13,864			67,146
Increase (decrease) in cash, cash equivalents and restricted cash	8,209			(6,263		)	17,391
Cash, cash equivalents and restricted cash at beginning of period	16,738			23,001			5,610
Cash, cash equivalents and restricted cash at end of period	$	24,947		$	16,738		$	23,001
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized	$	26,134		$	28,085		$	26,690
Cash paid for income taxes	3,736			2,684			17,655
Cash received from income tax refunds	14,290			7,638			11,289
SUPPLEMENTAL DISCLOSURES OF NON-CASH    INVESTING AND FINANCING ACTIVITIES:
Changes in accrued property, plant and equipment	$	42,242		$	(1,063	)	$	328
Non-cash reclassification of credit facility borrowings to long-term debt	100,000			—			—
Other changes to property, plant and equipment, net	1,691			4,241			—

The accompanying notes are an integral part of these consolidated financial statements.

47

CLEARWATER PAPER CORPORATION

Consolidated Statements of Stockholders’ Equity

(In thousands)

	Common Stock				Additional Paid-In Capital			Retained Earnings			Treasury Stock					Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	Shares		Amount								Shares		Amount
Balance at December 31, 2015	24,193		$	2	$	340,095		$	520,307		(6,380	)	$	(329,990	)	$	(55,548	)	$	474,866
Net earnings	—		—		—			49,554			—		—			—			49,554
Performance share, restricted stock unit, and stock option awards	30		—		6,985			—			—		—			—			6,985
Pension and OPEB, net   of tax of $2,521	—		—		—			—			—		—			3,795			3,795
Purchase of treasury   stock	—		—		—			—			(1,356	)	(65,327		)	—			(65,327		)
Balance at December 31, 2016	24,223		$	2	$	347,080		$	569,861		(7,736	)	$	(395,317	)	$	(51,753	)	$	469,873
Net earnings	—		—		—			97,339			—		—			—			97,339
Performance share, restricted stock unit, and stock option awards	46		—		5,327			—			—		—			—			5,327
Pension and OPEB, net   of tax of $3,113	—		—		—			—			—		—			7,770			7,770
Purchase of treasury   stock											(85	)	(4,875		)				(4,875		)
Retirement of treasury   stock	(7,821	)	—		(351,246		)	(48,946		)	7,821		400,192			—			—
Balance at December 31, 2017	16,448		$	2	$	1,161		$	618,254		—		$	—		$	(43,983	)	$	575,434
Net loss	—		—		—			(143,767		)	—		—			—			(143,767		)
Performance share, restricted stock unit, and stock option awards	34		—		5,242			—			—		—			—			5,242
Reclassification of the income tax effects of the Tax Cuts and Jobs Act	—		—		—			12,852			—		—			(12,852		)	—
Pension and OPEB, net of tax of $3,760	—		—		—			—			—		—			(10,513		)	(10,513		)
Balance at December 31, 2018	16,482		$	2	$	6,403		$	487,339		—		$	—		$	(67,348	)	$	426,396

The accompanying notes are an integral part of these consolidated financial statements.

48

CLEARWATER PAPER CORPORATION

Notes to Consolidated Financial Statements

NOTE 1 Nature of Operations and Basis of Presentation

Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, parent roll tissue, bleached paperboard and pulp at manufacturing facilities across the nation. The Company is a premier supplier of private label tissue to major retailers and wholesale distributors, including grocery, drug, mass merchants and discount stores. In addition, the Company produces bleached paperboard used by quality-conscious printers and packaging converters, and offers services that include custom sheeting, slitting and cutting. Clearwater Paper's employees build shareholder value by developing strong customer relationships through quality and service.

Unless the context otherwise requires or unless otherwise indicated, references in this report to “Clearwater Paper Corporation,” “we,” “our,” “the Company” and “us” refer to Clearwater Paper Corporation and its subsidiaries.

On December 16, 2016, we acquired Manchester Industries, or Manchester, an independently-owned paperboard sales, sheeting and distribution supplier to the packaging and commercial print industries, for total consideration of $71.7 million. The acquisition of Manchester's customers extends our reach and service platform to small and mid-sized folding carton plants, offering a range of converting services that include custom sheeting, slitting and cutting. Manchester's operations subsequent to the acquisition date are reflected in our financial statements.

On March 31, 2017, we closed our Oklahoma City, Oklahoma converting facility. Notwithstanding the closure, we remain subject to the terms of a long-term master lease applicable to the facility. In October 2017, we transferred to a third party substantially all of the remaining fixed assets and supplies inventory located at this facility and subleased the facility to the third party for the remaining term of the master lease for the facility. In connection with the transfer of fixed assets, we recorded a loss of $4.3 million in the third quarter of 2017 related primarily to the write-down of the transferred assets to their held-for-sale value, and a loss of $3.2 million in the fourth quarter of 2017 related to the execution of the sublease agreement, which is included in “Selling, general and administrative expenses” in our Consolidated Statement of Operations. The sublease agreement is expected to substantially reduce our cash requirements under the master lease over the term of the sublease. In addition to the above amounts, we incurred $7.2 million of closure-related costs associated with the Oklahoma City facility for the twelve months ended December 31, 2017, which is largely included in "Cost of sales" in our Consolidated Statement of Operations.

On August 21, 2018, we sold our Ladysmith, Wisconsin manufacturing facility for net proceeds of approximately $71 million and recorded a related gain on divested assets of $24.0 million in 2018 associated with this sale. See Note 4, "Asset Divestiture" for further discussion.

These consolidated financial statements include the financial condition and results of operations of Clearwater Paper Corporation and its wholly-owned subsidiaries. All intercompany transactions and balances between operations within the company have been eliminated.

NOTE 2 Summary of Significant Accounting Policies

SIGNIFICANT ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S., which we refer to in this report as GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Significant areas requiring the use of estimates and measurement of uncertainty include determination of valuation for deferred tax assets, uncertain income tax positions, assessment of impairment of long-lived assets and goodwill, assessment of environmental matters, allocation of purchase price and fair value estimates for business combinations, equity-based compensation and pension and postretirement obligation assumptions. Actual results could differ from those estimates and assumptions.

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CASH, CASH EQUIVALENTS AND RESTRICTED CASH

We consider all highly liquid instruments with maturities of three months or less to be cash equivalents. Cash that is held by a third party and has restrictions on its availability to us is classified as restricted cash. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the balance sheet that sum to the total of those same amounts shown in our Consolidated Statements of Cash Flows.

	December 31,
(In thousands)	2018		2017		2016
Cash and cash equivalents	$	22,484	$	15,738	$	23,001
Restricted cash included in other assets, net	2,463		1,000		—
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	24,947	$	16,738	$	23,001

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost, including assets acquired under capital lease obligations and any interest costs capitalized, less accumulated depreciation. Depreciation of buildings, equipment and other depreciable assets is determined using the straight-line method. Estimated useful lives generally range from 10 to 40 years for land improvements; 10 to 40 years for buildings and improvements; 5 to 25 years for machinery and equipment; and 2 to 15 years for office and other equipment. Assets we acquire through business combinations have estimated lives that are typically shorter than the assets we construct or buy new.

We review the carrying value of our property, plant and equipment for impairment when events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. An impairment of property, plant and equipment exists when the carrying value is not considered to be recoverable through future undiscounted cash flows from operations and the carrying value of the assets exceeds the estimated fair value.

On August 21, 2018, we simultaneously announced and completed the sale of our Ladysmith, Wisconsin tissue manufacturing facility (the “Ladysmith Facility”) for net proceeds of approximately $71 million. This sale included $26.8 million of net property, plant and equipment.

On March 31, 2017, we closed our Oklahoma City converting facility. For the twelve months ended December 31, 2017, we incurred $14.7 million of costs associated with this announced closure, which includes $3.7 million in accelerated depreciation on certain fixed assets. For the twelve months ended December 31, 2016, we incurred $1.7 million of costs associated with this announced closure, which includes $1.3 million in accelerated depreciation on certain fixed assets.

INTANGIBLE ASSETS

We use estimates in determining and assigning the fair value of the useful lives of intangible assets, the amount and timing of related future cash flows and fair values of the related operations. Our intangible assets have definite lives and are amortized over their estimated useful lives. We assess our intangible assets for impairment annually and when events or changes in circumstances indicate that the carrying amount may not be recoverable.

GOODWILL

Goodwill from an acquisition represents the excess of the cost of a business acquired over the net of the amounts assigned to assets acquired, including identifiable intangible assets and liabilities assumed. We use estimates in determining and assigning the fair value of goodwill, including the amount and timing of related future cash flows and fair values of the related operations. Goodwill is not amortized but is tested for impairment annually as of November 1, as well as any time when events suggest impairment may have occurred. In the event the carrying value of the reporting unit in which our goodwill is assigned exceeds the estimated fair value of that reporting unit, an impairment loss would be recognized to the extent the carrying amount of the reporting unit exceeds its implied fair value.

We recorded $229.5 million of goodwill in connection with our acquisition of Cellu Tissue in December 2010. All of the recorded goodwill was assigned to our Consumer Products segment and reporting unit. As a result of the December 2014 sale of our Consumer Products segment's specialty business and mills, a portion of goodwill was allocated to the divested mills and included in our loss on divested assets. As the result of the August 2018 sale of the Ladysmith, Wisconsin manufacturing facility, a portion of goodwill was allocated to the sale of this business, resulting in a write-off of $14.0 million of goodwill. We recorded $35.1 million of goodwill in connection with our acquisition of Manchester. The goodwill from this acquisition is included in our Pulp and Paperboard segment.

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We concluded that the estimated fair value of the Consumer Products reporting unit was less than its carrying value, resulting in a non-cash impairment charge of $195.1 million, which represented the remaining goodwill from our Consumer Products reporting unit. See Note 7, "Goodwill and Intangible Assets" for further discussion.

PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS

The determination of pension plan expense and the requirements for funding our pension plans are based on a number of actuarial assumptions. Three critical assumptions are the discount rate applied to pension plan obligations, the rate of return on plan assets and mortality rates. For other postretirement employee benefit, or OPEB, plans, which provide certain health care and life insurance benefits to qualified retired employees, significant assumptions in determining OPEB income are the discount rate applied to benefit obligations, and mortality rates. We also participate in multiemployer defined benefit pension plans. We make contributions to these multiemployer plans, as well as make contributions to a trust fund established to provide retiree medical benefits for a portion of these employees.

The discount rate used in the determination of pension benefit obligations and pension expense is determined based on a review of long-term high-grade bonds and management's expectations. To determine the expected long-term rate of return on pension assets, we employ a process that analyzes historical long-term returns for various investment categories, as measured by appropriate indices. These indices are weighted based upon the extent to which plan assets are invested in the particular categories in arriving at our determination of a composite expected return.

An increase in the discount rate or the rate of expected return on plan assets, all other assumptions remaining the same, would decrease pension plan expense, and conversely, a decrease in either of these measures would increase plan expense. The actual rates of return on plan assets may vary significantly from the assumptions used because of unanticipated changes in financial markets.

The estimated net loss and prior service cost (credit) for the defined benefit pension and OPEB plans is amortized from accumulated other comprehensive loss into net periodic cost (benefit) in accordance with current accounting guidance.

Net periodic pension and OPEB expenses are included in “Cost of sales” and “Selling, general and administrative expenses” in the Consolidated Statements of Operations. The expense is allocated to all business segments. In accordance with current accounting guidance governing defined benefit pension and other postretirement plans, at December 31, 2018 and 2017, long-term assets are recorded for overfunded single-employer plans and liabilities are recorded for underfunded single-employer plans. The funded status of a benefit plan is measured as the difference between plan assets at fair value and the projected benefit obligation. For underfunded single-employer plans, the estimated liability to be payable in the next twelve months is recorded as a current liability, with the remaining portion recorded as a long-term liability.

INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The determination of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from tax authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate.

REVENUE RECOGNITION

We enter into contracts that can include various combinations of tissue and paperboard products, which are generally distinct and accounted for as separate performance obligations.

Revenue is recognized at a point in time upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Transfer of control typically occurs when the title and risk of loss passes to the customer. Shipping terms generally indicate when title and the risk of loss have passed. Revenue is recognized at shipment for sales when shipping terms are free on board, or FOB, shipping point. For sales where shipping terms are FOB destination, which represents the majority of

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our shipping terms, revenue is recognized when the goods are received by the customer. Revenue from both domestic and foreign sales of our products can involve shipping terms of either FOB shipping point or FOB destination or other shipping terms, depending upon the sales agreement with the customer. We have elected to treat shipping and handling costs for FOB shipping point contracts as a fulfillment cost, not as a separate performance obligation. No revenue is recognized over time. We typically expense incremental direct costs of obtaining a contract (sales commissions) when incurred because the amortization period is generally 12 months or less. We have also elected to use the practical expedient to not disclose unsatisfied or partially satisfied performance obligations as we have no unsatisfied contracts where the remaining portions are expected to be satisfied in a period greater than one year.

We provide for trade promotions, customer cash discounts, customer returns and other deductions as reductions to net sales, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. Revenue net of returns and credits is only recognized to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Significant judgment is required to determine the most probable amount of variable consideration to apply as a reduction to net sales. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Payment terms and conditions vary by contract type. Terms generally include a requirement of payment within 30 days, and do not include a significant financing component.

Trade accounts receivable are stated at the amount we expect to collect. Trade accounts receivable do not bear interest. The allowance for doubtful accounts is our best estimate of the losses we expect will result from the inability of our customers to make required payments. We generally determine the allowance based on a combination of actual historical write-off experience and an analysis of specific customer accounts. As of December 31, 2018 and 2017, we had allowances for doubtful accounts of $1.5 million and $1.4 million, respectively. Bad debt expense, net, charged to selling, general and administrative expenses during 2018, 2017 and 2016 was $0.4 million, $0.2 million, and $0.7 million, respectively. All other activity impacting the allowance for doubtful accounts was immaterial for all periods.

We had one customer in the Consumer Products segment, the Kroger Company, that accounted for approximately 11.1% of our total company net sales in 2018, approximately 15.3% of our total company net sales in 2017, and approximately 13.4% of our total company net sales in 2016.

Refer to Note 19, "Segment Information," for further information, including the disaggregation of revenue by segment, primary geographical market, and major product type.

ACCOUNT PURCHASE AGREEMENT

In June 2018, we entered into an agreement (the “Account Purchase Agreement”) to offer to sell, on a revolving and discounted basis, certain trade accounts receivable balances to an unrelated third-party financial institution. If the financial institution purchases receivables thereunder, in its sole discretion, such transfers are accounted for as sales of receivables resulting in the receivables being de-recognized from our Consolidated Balance Sheet. The Account Purchase Agreement provides for the continuing sale of certain receivables on a revolving basis until June 2020 and automatically renews for successive one year terms, unless either party elects to terminate the Account Purchase Agreement in accordance with its terms. The maximum amount of receivables that may be sold at any time, prior to the settlement thereof, is $60.0 million

For the second, third and fourth quarters of 2018, $22.0 million, $23.4 million, and $23.4 million of receivables were sold under the Account Purchase Agreement, respectively. As of December 31, 2018, $14.5 million of accounts receivable sold under the Asset Purchase Agreement were outstanding. The proceeds from these sales of receivables are included within the change in receivables in the operating activities section of the Consolidated Statements of Cash Flows. For the year ended December 31, 2018, we recorded factoring expense on sales of receivables of $0.2 million, which is included in the "Selling, general and administrative expenses" line in the Consolidated Statement of Operations.

We have no retained interest in the receivables sold under the Account Purchase Agreement, however, we do have servicing responsibilities for the sold receivables. The fair value of the servicing arrangement was not material to the financial statements.

SUPPLY-CHAIN FINANCING

The Company has entered into supply-chain financing programs with financial intermediaries, which provide certain of our vendors the option to be paid by the financial intermediaries on our trade payables earlier than the due date on the applicable invoice.  When a vendor receives an early payment on a trade payable it invoiced us for from a financial intermediary, we pay that financial intermediary the face amount of the invoice on the regularly scheduled due date. 

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If we reimburse these vendors for certain fees they may incur in connection with receiving an early payment on an invoice, the amount of such invoice that would have otherwise been included in our trade payables is included in our short term debt.  As of December 31, 2018, and December 31, 2017, $20.8 million and $0 million, respectively, was included in “Short-term debt” on our Consolidated Balance Sheets related to invoices for which we had reimbursed our vendors’ fees.

ENVIRONMENTAL

As part of our corporate policy, we have an ongoing process to monitor, report on and comply with environmental requirements. Based on this ongoing process, accruals for environmental liabilities that are not within the scope of specific authoritative guidance related to accounting for asset retirement obligations or conditional asset retirement obligations are established in accordance with guidance related to accounting for contingencies. We estimate our environmental liabilities based on various assumptions and judgments, the specific nature of which varies in light of the particular facts and circumstances surrounding each environmental liability. These estimates typically reflect assumptions and judgments as to the probable nature, magnitude and timing of required investigation, remediation and monitoring activities and the probable cost of these activities. Currently, we are not aware of any material environmental liabilities and have accrued only for specific costs related to environmental matters that we have determined are probable and for which an amount can be reasonably estimated. Fees for professional services associated with environmental and legal issues are expensed as incurred.

STOCKHOLDERS’ EQUITY

On December 15, 2015, we announced that our Board of Directors had approved a stock repurchase program authorizing the repurchase of up to $100 million of our common stock. The repurchase program authorizes purchases of our common stock from time to time through open market purchases, negotiated transactions or other means, including accelerated stock repurchases and 10b5-1 trading plans in accordance with applicable securities laws and other restrictions. We have no obligation to repurchase stock under this program and may suspend or terminate the program at any time. In total, we have repurchased 1,440,696 shares of our outstanding common stock pursuant to the repurchase program, of which 84,750 shares were repurchased during 2017 at an average price of $57.53 per share. We did not repurchase shares during 2018. As of December 31, 2018, we had up to $29.8 million of authorization remaining pursuant to this stock repurchase program.

During 2017, we retired 7,821,005 treasury shares. The impact of this retirement was reflected within the stockholders' equity line items on our Consolidated Balance Sheet.

DERIVATIVES

We had no activity during the years ended December 31, 2018, 2017 and 2016 that required hedge or derivative accounting treatment. However, to partially mitigate our exposure to market risk for changes in utility commodity pricing, we use firm price contracts to supply a portion of the natural gas requirements for our manufacturing facilities. As of December 31, 2018, these contracts covered approximately 14% of the expected average monthly requirements for 2019, including approximately 12% of the expected average monthly requirements for the first quarter. For the years ended December 31, 2018, 2017 and 2016, approximately 29%, 28%, and 45%, respectively, of our natural gas volumes were supplied through firm price contracts. These contracts qualify for treatment as “normal purchases or normal sales” under authoritative guidance and thus require no mark-to-market adjustment.

NOTE 3 Recently Adopted and New Accounting Standards

Recently Adopted

In February 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income to allow for reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (Act). This ASU also requires certain disclosures about stranded tax effects. We adopted this standard on January 1, 2018, which resulted in the reclassification of $12.9 million between retained earnings and accumulated other comprehensive loss (AOCL), increasing retained earnings and AOCL within the equity section of our Consolidated Balance Sheet.

In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The ASU was effective prospectively for annual periods beginning after December 15, 2017, including interim periods within

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those annual periods. We adopted this standard on January 1, 2018. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The standard requires that an employer disaggregate the service cost component, presented within the "Cost of sales" and "Selling, general, and administrative" line items on our Consolidated Statements of Operations, from the other components of net periodic cost (benefit), which are now presented within the "Non-operating pension and other postretirement benefit (costs) income" line item in our Consolidated Statements of Operations. We adopted the standard effective January 1, 2018, which resulted in the retrospective presentation in the income statement of the disaggregated components and the prospective changes to the capitalized portion of both service cost and the other components within inventory. The adoption did not have a material impact on our consolidated financial statements. Refer to Note 13, "Savings, Pension and Other Postretirement Employee Benefit Plans," for further information, including the amounts associated with the reclassification of the components of net periodic cost as operating and non-operating.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires entities to show the changes in cash, cash equivalents, and restricted cash in the statement of cash flows. In addition, transfers between cash, cash equivalents, and restricted cash are no longer reported as cash flow activities in the statement of cash flows. The ASU was effective for public business entities for fiscal years beginning after December 15, 2017, and we adopted this standard in 2018. As a result of adopting this standard, "Net cash flows from operating activities" and "Increase (decrease) in cash, cash equivalents, and restricted cash" line items on our Consolidated Statements of Cash Flows increased $1.5 million and $1.0 million for the years ended December 31, 2018 and 2017, respectively. There was no impact to our Consolidated Statements of Cash Flows for the year ended December 31, 2016.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of the new standard is for companies to recognize revenue in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration, or payment, to which the company expects to be entitled in exchange for those goods or services. The standard requires enhanced disclosures about revenue, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. We adopted the new revenue guidance effective January 1, 2018 using the cumulative effect method, and did not have an adjustment to retained earnings upon adoption. The standard was applied to open contracts at the date of initial application. Aside from expanded disclosures, the adoption of Topic 606 did not have a material impact on our consolidated financial statement line items, processes, or internal controls. Refer to Note 2, "Summary of Significant Accounting Policies," for information about the basis of revenue recognition, and Note 19, "Segment Information," for further information including the disaggregation of revenue by segment, primary geographical market, and major product type.

New Accounting Standards

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This ASU requires capitalization of certain implementation costs incurred in a cloud computing arrangement that is a service contract. Amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and for interim periods therein, with early adoption permitted. We are currently assessing the timing of our adoption of this ASU and do not believe it will have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20), which modifies the disclosure requirements for defined benefit and other postretirement plans. This ASU eliminates certain disclosures associated with accumulated other comprehensive income, plan assets, related parties, and the effects of interest rate basis point changes on assumed health care costs, with other disclosures being added to address significant gains and losses related to changes in benefit obligations. This ASU also clarifies disclosure requirements for projected benefit and accumulated benefit obligations. The amendments in this ASU are effective for fiscal years ending after December 15, 2020, with early adoption permitted and adoption on a retrospective basis for all periods presented required. We are currently assessing the timing of our adoption of this ASU and do not believe it will have a material impact on our consolidated financial statements beyond updating footnote disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and subsequent ASUs related to Topic 842, which requires substantially all leases be recognized on the balance sheet as a right-of-use (ROU) asset and a corresponding lease liability. Leases will be classified as operating or finance. The new guidance requires additional disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. We adopted this standard on January 1, 2019 using the modified retrospective transition approach at the January 1, 2019 effective date. Consequently, financial information in prior periods was not

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restated. We elected the ‘package of practical expedients’ which permits us to not reassess our prior conclusions related to lease identification, lease classification, and initial direct costs. We did not elect the use of hindsight. As an accounting policy election, we will exclude short-term leases (term of 12 months or less) from the balance sheet presentation and will account for non-lease and lease components as a single lease component for most asset classes. We are finalizing the evaluation of the January 1, 2019 impact and estimate a material increase of lease-related assets and liabilities ranging from approximately  $80 million to $90 million in the Consolidated Balance Sheets. The impact to our Consolidated Statements of Operations and Cash Flows is not expected to be material.

We reviewed all other new accounting pronouncements issued in the period and concluded that they are not applicable to our business.

NOTE 4 Asset Divestiture

On August 21, 2018, we simultaneously announced and completed the sale of our Ladysmith Facility for net cash proceeds of approximately $71 million. We assessed the sale of this location under the relevant authoritative accounting guidance related to discontinued operations reporting and concluded that this divestiture of assets does not qualify for discontinued operations reporting as the Ladysmith Facility does not represent either a strategic shift in the Consumer Products segment, nor does it represent a major impact on our operations and financial results.

In total, $24.0 million was recorded as "Gain on divested assets" and included as a component of operating income within our Consolidated Statement of Operations for the year ended December 31, 2018, as well as a component of our Consumer Products segment's operating income as disclosed in Note 19, “Segment Information.” Among other offsets, the net gain on divested assets included a $14.0 million write-off of goodwill. Consistent with authoritative guidance, the goodwill was allocated to our divested assets by estimating the fair value of the Ladysmith Facility compared to the estimated fair value of the Consumer Products reporting unit, which was then used to estimate the percentage of goodwill to allocate to the sale of this business. In addition, "Gain on divested assets" within our Consolidated Statement of Operations included a $0.9 million intangible asset write-off related to certain identifiable customer relationship intangibles associated with the divested mill. Both the goodwill and intangible asset charges are discussed further in Note 7, “Goodwill and Intangible Assets."

In total, $34.0 million of book value of assets were sold, consisting primarily of $26.8 million of property, plant and equipment and $3.4 million of inventory. As a result of this sale, we recorded working capital and indemnity contingencies of $1.1 million and $1.4 million, respectively, in the third quarter of 2018. In the fourth quarter of 2018, the working capital contingency was settled, and we received $1.2 million as a result of the settlement, which is included in the "Gain on divested assets" amount discussed above. As of December 31, 2018, $1.4 million of restricted cash associated with the indemnity contingency is included in "Other assets, net" on our December 31, 2018 Consolidated Balance Sheet.

NOTE 5 Inventories

	December 31,
(In thousands)	2018		2017
Pulp, paperboard and tissue products	$	159,499	$	165,281
Materials and supplies	86,892		85,987
Logs, pulpwood, chips and sawdust	19,853		14,775
	$	266,244	$	266,043

At December 31, 2018, our inventories are stated at the lower of net realizable value or current average cost using the average cost method.

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NOTE 6 Property, Plant and Equipment

	December 31,
(In thousands)	2018			2017
Machinery and equipment	$	2,161,306		$	2,124,701
Buildings and improvements	381,071			340,042
Land improvements	84,525			49,908
Office and other equipment	49,980			46,467
Land	10,756			11,726
Construction in progress	273,291			114,424
	$	2,960,929		$	2,687,268
Less accumulated depreciation and amortization	(1,691,658		)	(1,636,286		)
	$	1,269,271		$	1,050,982

The December 31, 2018 and 2017 buildings and improvements and machinery and equipment combined balances include $26.1 million and $24.4 million, respectively, associated with capital leases.

Depreciation expense, including amounts associated with capital leases, totaled $94.4 million, $97.0 million and $86.1 million in 2018, 2017 and 2016, respectively. Depreciation expense for the twelve months ended December 31, 2017 includes accelerated depreciation of $3.7 million associated with the Oklahoma City facility closure. For 2018, 2017, and 2016, we capitalized $9.0 million, $4.6 million and $2.3 million, respectively, of interest expense associated with the construction of a paper machine at our Shelby, North Carolina consumer products facility and the continuous pulp digester at our Lewiston, Idaho pulp and paperboard mill.

NOTE 7 Goodwill and Intangible Assets

As of December 31, 2018 and December 31, 2017, we had $35.1 million and $244.2 million, respectively, of goodwill included on our Consolidated Balance Sheets. Goodwill is not amortized but tested for impairment annually as of each November 1st and at any time when events suggest impairment may have occurred, such as a significant adverse change in the business climate or a sustained drop in the company’s market capitalization. If the carrying amount of a reporting unit exceeds the estimated fair value of that reporting unit, a goodwill impairment loss is recognized equal to the excess of the reporting unit’s carrying amount of over its estimated fair value.

In late April 2018, we experienced a significant decrease in our market capitalization after announcing lower first quarter financial results and a reduced second quarter sales outlook for our Consumer Products reporting unit. We identified this as a triggering event and tested the goodwill allocated to this reporting unit for impairment as of May 31, 2018. To determine the fair value of the Consumer Products reporting unit, we used a discounted cash flow methodology utilizing our most recent financial projections that take into account a variety of factors including industry and market conditions. Compared to the previous projections utilized during the November 1, 2017 impairment test, our estimates as of May 31, 2018 did not show significant adverse changes to the reporting unit’s projected operating results for future periods. As a result, we determined that the fair value of the reporting unit exceeded its carrying value as of that testing date.

In August 2018, we sold our Ladysmith, Wisconsin tissue manufacturing facility for net cash proceeds of approximately $71 million. In connection with the sale, we recorded a $14.0 million write-off of goodwill of the Consumer Products reporting unit. Consistent with authoritative guidance, the goodwill was allocated to our divested assets by estimating the fair value of the Ladysmith facility compared to the estimated fair value of the Consumer Products reporting unit, which was then used to estimate the amount of goodwill to allocate to the sold business.

We conducted our annual impairment test as of the November 1, 2018 measurement date and concluded, in connection with the preparation of our 2018 financial statements, that the estimated fair value of the Consumer Products reporting unit was below the carrying value of the reporting unit, resulting in a non-cash impairment charge of $195.1 million. This amount represents the remaining goodwill associated with our Consumer Products reporting unit that was originally recorded as the result of our acquisition of Cellu Tissue Holdings, Inc. in 2010.

To determine the fair value of the Consumer Products reporting unit, we used the same discounted cash flow methodology utilized in the May 2018 and November 2017 goodwill impairment tests. Our most recent estimates for

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2019 and future years were based on market data obtained in the fall of 2018 indicating that in 2019 and future years, we expect lower pricing for certain tissue products, lower converted case sales volumes, a higher mix of parent roll sales, and increased transportation and pulp costs compared to the financial projections used in May 2018. In light of the weakened market outlook, our forecast yielded a fair value less than the carrying value of the Consumer Products reporting unit, resulting in the impairment of goodwill. We also performed an overall reconciliation to corroborate the estimated fair value from the income approach to our overall market capitalization as of the November 1, 2018 measurement date.

As of the November 1, 2018 measurement date, the fair value of our Pulp and Paperboard reporting unit was clearly in excess of its carrying value, so no goodwill associated with this reporting unit has been written down.

In prior years, we performed our annual goodwill impairment tests at November 1, 2017 and 2016 and determined that the estimated fair value of the Consumer Products and Pulp and Paperboard reporting units exceeded their respective carrying amounts. As a result, no impairment charges were recorded during 2017 and 2016.

Changes in the carrying value of goodwill are as follows:

(Dollars in thousands)	December 31, 2018			December 31, 2017
Balance at beginning of year	$	244,161		$	244,283
Impairment of goodwill	(195,079		)	—
Write-down of goodwill due to Ladysmith sale	(14,008		)	—
Acquisition accounting adjustment	—			(122		)
Balance at end of year	$	35,074		$	244,161
Goodwill by segment
Consumer products	$	—		$	209,087
Pulp and paperboard	35,074			35,074
Total goodwill	$	35,074		$	244,161

Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 5 to 10 years. Authoritative guidance under ASC 360, Property, Plant and Equipment, requires that the carrying amount of a long-lived asset with a definite life that is held-for-use be evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset’s carrying amount.

We assessed our definite-lived intangible assets for impairment in 2018 and 2017 and concluded that their carrying amounts were recoverable and that no further testing was necessary. We do not have any indefinite-lived intangible assets recorded from acquisitions.

Intangible assets at the balance sheet dates are comprised of the following:

	December 31, 2018
(Dollars in thousands, lives in years)	Weighted Average Useful Life	Historical Cost		Accumulated Amortization			Net Balance
Customer relationships	9.4	$	56,453	$	(35,469	)	$	20,984
Trade names and trademarks	7.4	6,786		(4,029		)	2,757
Other intangibles	6.0	572		(233		)	339
Total intangible assets		$	63,811	$	(39,731	)	$	24,080

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	December 31, 2017
(Dollars in thousands, lives in years)	Weighted Average Useful Life	Historical Cost		Accumulated Amortization			Net Balance
Customer relationships	9.3	$	62,401	$	(34,061	)	$	28,340
Trade names and trademarks	7.4	6,786		(3,000		)	3,786
Non-compete agreements	5.0	574		(574		)	—
Other Intangibles	6.0	572		(156		)	416
Total intangible assets		$	70,333	$	(37,791	)	$	32,542

As of December 31, 2018, estimated future amortization expense related to intangible assets is as follows (in thousands):

Years ending December 31,	Amount
2019	$	7,140
2020	3,246
2021	2,917
2022	2,217
2023	2,140
Thereafter	6,420
Total	$	24,080

NOTE 8 Income Taxes

(Loss) earnings before income taxes is comprised of the following amounts:

	For The Years Ended December 31,
(In thousands)	2018			2017		2016
United States	$	(133,462	)	$	40,954	$	80,666

The income tax provision (benefit) is comprised of the following:

	For The Years Ended December 31,
(In thousands)	2018		2017			2016
Current
Federal	$	1,073	$	(16,729	)	$	7,434
State	2,148		933			5,351
Total current	3,221		(15,796		)	12,785
Deferred
Federal	3,569		(36,810		)	15,573
State	3,515		(3,779		)	2,754
Total deferred	7,084		(40,589		)	18,327
Income tax provision (benefit)	$	10,305	$	(56,385	)	$	31,112

The income tax provision or benefit differs from the amount computed by applying the statutory federal income tax rate of 21.0% in 2018 and 35.0% in 2017 and 2016 to earnings before income taxes due to the following:

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	For The Years Ended December 31,
(In thousands)	2018			2017			2016
Tax at the statutory rate	$	(28,027	)	$	14,334		$	28,233
Goodwill impairment	40,966			—
Federal rate change	—			(70,055		)	—
State and local taxes, net of federal income tax impact	4,433			(1,201		)	3,046
Federal credits and net operating losses	(10,889		)	(3,158		)	(2,850		)
Stock compensation	712			2,207			—
Other, net1	3,110			1,488			2,683
Income tax provision (benefit)	$	10,305		$	(56,385	)	$	31,112

¹  Includes $2.9 million of expense associated with the write-off of goodwill as part of our divestiture discussed in Note 4, "Asset Divestiture" for the year ended December 31, 2018.

During 2018, the valuation allowance for deferred tax assets remained comparable to the prior year. In 2017, the valuation allowance for deferred tax assets decreased by $0.7 million compared to 2016.

In March 2016 the FASB issued ASU 2016-09, Improvements to Employee Share Based Payment Accounting. We adopted the standard during the first quarter of 2017. The standard requires all excess tax benefits and deficiencies to be recognized as income tax expense or benefit discretely in the reporting period in which they occur. During 2018 and 2017, we recognized tax expense of $0.7 million and $2.2 million, respectively, for stock based compensation.

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We use the flow-through method to account for investment tax credits earned on eligible expenditures. Under this method, the investment tax credits are recognized as a reduction to income tax expense in the year they are earned. During 2018 and 2017, we recognized a benefit of $10.0 million and $2.4 million, respectively, related to energy investment tax credits.

The tax effects of significant temporary differences creating deferred tax assets and liabilities at December 31 were:    

(In thousands)	2018			2017
Deferred tax assets:
Employee benefits	$	4,202		$	3,940
Postretirement employee benefits	15,850			17,132
Incentive compensation	4,338			5,194
Inventories	6,227			7,959
Pensions	7,380			2,516
State credit carryforwards	10,705			11,752
State net operating losses	1,987			3,088
Other	5,562			1,949
Total deferred tax assets	$	56,251		$	53,530
Valuation allowance	(3,764		)	(3,733		)
Deferred tax assets, net of valuation allowance	$	52,487		$	49,797
Deferred tax liabilities:
Plant and equipment	$	(161,832	)	$	(153,885	)
Intangible assets	(5,643		)	(7,577		)
Total deferred tax liabilities	(167,475		)	(161,462		)
Net deferred tax liabilities	$	(114,988	)	$	(111,665	)

Net deferred tax assets (liabilities) consist of:

(In thousands)	2018			2017
Non-current deferred tax assets1	$	6,194		$	6,863
Non-current deferred tax liabilities	(121,182		)	(118,528		)
Net non-current deferred tax liabilities	(114,988		)	(111,665		)
Net deferred tax liabilities	$	(114,988	)	$	(111,665	)

¹  Included in "Other assets, net" on our accompanying December 31, 2018 and 2017 Consolidated Balance Sheets.

Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and our effective tax rate in the future. On December 22, 2017, the United States government enacted the Tax Cuts and Jobs Act which significantly impacted our financial statements. For the year ended December 31, 2017, we recorded a tax benefit for the impact of the Act of approximately $70 million which represents the remeasurement of our net deferred tax liabilities.

We have net investment tax credits associated with state jurisdictions totaling $8.9 million, which expire between 2019 and 2037.

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The following presents a roll forward of our unrecognized tax benefits and associated interest and penalties, $2.8 million of which is included in the "Accrued taxes" line item in non-current liabilities in our Consolidated Balance Sheets. The remaining $0.6 million consists of certain tax attributes that are uncertain.

(In thousands)	Gross Unrecognized Tax Benefits, Excluding Interest and Penalties			Interest and Penalties			Total Gross Unrecognized Tax Benefits
Balance at December 31, 2016	$	4,903		$	237		$	5,140
Change in prior year tax positions	(1,149		)	48			(1,101		)
Change in current year tax positions	320			—			320
Balance at December 31, 2017	$	4,074		$	285		$	4,359
Change in prior year tax positions	(560		)	61			(499		)
Reductions as a result of a lapse of the applicable statute of limitations	(645		)	(56		)	(701		)
Change in current year tax positions	280			—			280
Balance at December 31, 2018	$	3,149		$	290		$	3,439

Unrecognized tax benefits net of related deferred tax assets at December 31, 2018, if recognized, would favorably impact our effective tax rate by decreasing our tax provision by $2.8 million. For each of the years ended December 31, 2017 and 2016, if recognized, the balance of unrecognized tax benefits would favorably impact our effective tax rate by $3.6 million and $4.1 million, respectively. We reflect accrued interest related to tax obligations, as well as penalties, in our provision for income taxes. For each of the years ended December 31, 2018, 2017, and 2016, we accrued interest of less than $0.1 million each year in our income tax provision. We recorded no penalties in the years ended December 31, 2018, 2017, and 2016.

The company has certain state benefits related to filing positions taken which have not been recognized on the balance sheet. Although the uncertain tax position was not reflected in the balance sheet as a recorded liability, it is disclosed in the tabular roll forward for unrecognized tax benefits.

We have operations in many states within the U.S. and are subject, at times, to tax audits in these jurisdictions. With a few exceptions, we are no longer subject to U.S. federal, state and local, or foreign income tax examinations by tax authorities for years prior to 2015. We expect that the outcome of any examination will not have a material effect on our consolidated financial statements. Although the timing of resolution of audits is not certain, we evaluate all audit issues in the aggregate, along with the expiration of applicable statutes of limitations, and estimate that it is reasonably possible the total gross unrecognized tax benefits could decrease by approximately $0.7 million within the next 12 months.

NOTE 9 Accounts Payable and Accrued Liabilities

	December 31,
(In thousands)	2018		2017
Trade accounts payable	$	228,059	$	169,293
Accrued wages, salaries and employee benefits	41,426		41,979
Accrued interest	14,672		12,723
Accrued discounts and allowances	8,143		7,283
Accrued taxes other than income taxes payable	6,243		6,907
Accrued utilities	6,934		6,759
Other	15,555		11,677
	$	321,032	$	256,621

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NOTE 10 Debt

$300 MILLION SENIOR NOTES DUE 2025

On July 29, 2014 we issued $300 million aggregate principal amount of senior notes, which we refer to as the 2014 Notes. The 2014 Notes mature on February 1, 2025, have an interest rate of 5.375% and were issued at their face value. The issuance of these notes generated net proceeds of approximately $298 million after deducting offering expenses.

The 2014 Notes are guaranteed by all of our direct and indirect domestic subsidiaries. The 2014 Notes will also be guaranteed by each of our future direct and indirect domestic subsidiaries that do not constitute an immaterial subsidiary under the indenture governing the 2014 Notes. The 2014 Notes are equal in right of payment with all other existing and future unsecured senior indebtedness and are senior in right of payment to any future subordinated indebtedness. The 2014 Notes are effectively subordinated to all of our existing and future secured indebtedness, including borrowings under our secured revolving credit facilities, which are secured by certain of our accounts receivable, inventory and cash. The terms of the 2014 Notes limit our ability and the ability of any restricted subsidiaries to incur certain liens, engage in sale and leaseback transactions and consolidate, merge with, or convey, transfer or lease substantially all of our or their assets to another person.

We may, on any one or more occasions, redeem all or a part of the 2014 Notes, upon not less than 30 days nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the 2014 Notes redeemed, plus the applicable premium as of, and accrued and unpaid interest, if any, to the date of redemption. Unless we default in the payment of the redemption price, interest will cease to accrue on the 2014 Notes or portions thereof called for redemption on the applicable redemption date. In addition, we may be required to make an offer to purchase the 2014 Notes upon the sale of certain assets and upon a change of control.

$275 MILLION SENIOR NOTES DUE 2023

We issued $275 million aggregate principal amount of senior notes on January 23, 2013, which we refer to as the 2013 Notes. The 2013 Notes mature on February 1, 2023, have an interest rate of 4.5% and were issued at their face value. The issuance of these notes generated net proceeds of approximately $271 million after deducting offering expenses.

The 2013 Notes are guaranteed by all of our direct and indirect domestic subsidiaries. The 2013 Notes will also be guaranteed by each of our future direct and indirect domestic subsidiaries that we do not designate as an unrestricted subsidiary under the indenture governing the 2013 Notes. The 2013 Notes are equal in right of payment with all other existing and future unsecured senior indebtedness and are senior in right of payment to any future subordinated indebtedness. The 2013 Notes are effectively subordinated to all of our existing and future secured indebtedness, including borrowings under our secured revolving credit facilities, which are secured by certain of our accounts receivable, inventory and cash. The terms of the 2013 Notes limit our ability and the ability of any restricted subsidiaries to borrow money; pay dividends; redeem or repurchase capital stock; make investments; sell assets; create restrictions on the payment of dividends or other amounts to us from any restricted subsidiaries; enter into transactions with affiliates; enter into sale and lease back transactions; create liens; and consolidate, merge or sell all or substantially all of our assets.

We may redeem all or a portion of the 2013 Notes at specified redemption prices plus accrued and unpaid interest. In addition, we may be required to make an offer to purchase the 2013 Notes upon the sale of certain assets and upon a change of control.

REVOLVING CREDIT FACILITIES

After giving effect to a revolving commitment increase described below, our senior secured revolving credit facilities provide in the aggregate, on a combined basis, for the extension of up to $400 million in revolving loans under: (i) a $200 million credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “Commercial Credit Agreement”); and (ii) a $200 million credit agreement with Northwest Farm Credit Services, PCA, as administrative agent, and the lenders party thereto (the “Farm Credit Agreement”). These revolving credit facilities were initially entered into on October 31, 2016 and we refer to them collectively as the “Credit Agreements.” In August 2018, we entered into an agreement with a lender to the Farm Credit Agreement to provide an incremental revolving loan commitment, which increased the size of the Farm Credit Agreement from $100 million to $200 million. The revolving credit facilities provided under the Credit Agreements mature on October 31, 2021.

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We may separately request incremental commitments under either Credit Agreement to increase the amount of revolving loans or to provide term loans under such Credit Agreement. After obtaining the $100 million incremental revolving commitment to the Farm Credit Agreement in August 2018, the aggregate amount of incremental commitments we may request may not exceed $100 million (on a combined basis under both Credit Agreements), plus an additional amount, not to exceed $100 million (also on a combined basis under both Credit Agreements), such that our first lien leverage ratio on a pro forma basis, as defined, does not exceed 3.00 to 1.00, subject to certain customary conditions and receipt of commitments by existing or additional lenders. In addition, after giving effect to the amount of any incremental borrowing under the Farm Credit Agreement, the principal amount of all unfunded revolving loan commitments and the outstanding amount of any term loans provided under the Farm Credit Agreement (if any) cannot exceed 50% of the sum of the outstanding principal amount of the loans and unfunded commitments under the Farm Credit Agreement and the Commercial Credit Agreement on a combined basis.

Revolving Loans borrowed under the Credit Agreements bear interest, at our option, at a LIBOR rate, a base rate, or, in the case of the Farm Credit Agreement, a one-, two-, three-, four-, or five-year fixed rate, plus, in each case, an applicable margin. Prior to an amendment to each Credit Agreement in November 2018, the per annum margin applicable to LIBOR rate loans could range from 1.25% to 2.00% under the Commercial Credit Agreement, and from 1.50% to 2.25% under the Farm Credit Agreement, in each case, depending on changes to our consolidated leverage ratio. Following the amendment in November 2018, the per annum margin applicable to LIBOR rate loans can now range from 1.25% to 2.50% under the Commercial Credit Agreement, and from 1.50% to 3.50% under the Farm Credit Agreement. The margin applicable to fixed rate loans under the Farm Credit Agreement is the same as the margin applicable to LIBOR rate loans under the Farm Credit Agreement. The margin applicable to base rate loans under both Credit Agreements is always 1.00% per annum less than the corresponding margin for LIBOR rate loans. We also pay commitment fees on the unused portion of the revolving loan commitments under the Credit Agreements, which range from 0.20% per annum to 0.40% per annum, depending on changes to our consolidated leverage ratio. Prior to the November 2018 amendment, this commitment fee could not exceed 0.35% per annum.

The Credit Agreements are secured by substantially all of the personal property of the Company and its domestic subsidiaries through separate liens granted under each Credit Agreement for the benefit of each secured party thereunder on an equal and ratable basis. The Company’s obligations under the Credit Agreements are guaranteed by the Company’s domestic subsidiaries.

The Credit Agreements contain various loan covenants that restrict the ability of the Company and its subsidiaries to take certain actions, including, incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, repurchase or redemption of capital stock, making certain investments, entering into certain transactions with affiliates or changing the nature of their business. In addition, the Credit Agreements contain financial covenants that require the Company to maintain a consolidated secured leverage ratio in an amount not to exceed 2.00 to 1.00 in 2019, and 1.50 to 1.00 thereafter, a consolidated interest coverage ratio in an amount not less than 1.25 to 1.00, and a consolidated asset coverage ratio of not less than 1.00 to 1.00.

Each Credit Agreement also contains customary events of default, including failure to make payments under such Credit Agreement, breach of any representation or warranty or covenant under such Credit Agreement, default under or acceleration of other indebtedness for borrowed money in excess of an agreed amount, any change in control of the Company based upon a third party acquiring more than 35% of the equity interests of the Company, bankruptcy events, invalidity of such credit agreement, the incurrence of certain liabilities, termination events or withdrawals from specified benefit plans, and unpaid or uninsured judgments in excess of an agreed amount.

We are members of the Northwest Farm Credit Services, PCA system which entitles us to patronage refunds and other distributions on account of our equity interests in the Northwest Farm Credit Services, PCA, as well as our patronage with Northwest Farm Credit Services. Patronage refunds are distributions of profits from member banks in the United States Farm Credit System, like Northwest Farm Credit Services, which are cooperatives (member owned) that distribute profits to their members in the form of patronage dividends, which are accrued as earned and recorded as offsets to interest expense under the Farm Credit Agreement.

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As of December 31, 2018, there was an aggregate of $200.0 million of borrowings outstanding under the Credit Agreements and we were in compliance with the covenants contained in the Credit Agreements. In addition, $7.6 million of the credit facilities was being used to support outstanding standby letters of credit. The borrowings outstanding under the Credit Agreements as of December 31, 2018, consisted of a combination of short-term base and LIBOR rate loans, which are classified as current liabilities in our Consolidated Balance Sheet, and a $100.0 million three-year borrowing under the Farm Credit Agreement that is included in "Long-term debt," in our Consolidated Balance Sheet. As of December 31, 2018, we would have been permitted to draw an additional $192.4 million of revolving loans under the Credit Agreements.

NOTE 11 Other Long-Term Obligations

	December 31,
(In thousands)	2018		2017
Long-term lease obligations, net of current portion	$	27,419	$	26,460
Deferred proceeds	4,511		5,576
Deferred compensation	2,585		5,023
Other	4,462		6,216
	$	38,977	$	43,275

NOTE 12 Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss at the balance sheet dates is comprised of the following:

(In thousands)	Pension and Other Post Retirement Employee Benefit Plan Adjustments
Balance at December 31, 20162	$	(51,753	)
Other comprehensive income before reclassifications	6,745
Amounts reclassified from accumulated other comprehensive loss	1,025
Other comprehensive income, net of tax1	7,770
Balance at December 31, 2017	$	(43,983	)
Other comprehensive loss before reclassifications	(16,036		)
Amounts reclassified from accumulated other comprehensive loss	5,523
Other comprehensive loss, net of tax1	(10,513		)
Reclassification of the income tax effects of the Tax Cuts and Jobs Act	(12,852		)
Balance at December 31, 2018	$	(67,348	)

¹ For the year ended December 31, 2018, net periodic costs associated with our pension and other postretirement employee benefit, or OPEB, plans included in other comprehensive loss and reclassified from accumulated other comprehensive loss, or AOCL, included $21.8 million of net loss on plan assets, $9.2 million of actuarial loss amortization, and $1.7 million of prior service credit amortization, less total tax of $3.8 million. For the year ended December 31, 2017, net periodic costs associated with our pension and OPEB plans included in other comprehensive income and reclassified from AOCL included $9.2 million of net gain on plan assets, $3.3 million of actuarial loss amortization, and $1.5 million of prior service credit amortization, less total tax of $3.1 million. These accumulated other comprehensive loss components are included in the computation of net periodic pension and OPEB costs in Note 13, “Savings, Pension and Other Postretirement Employee Benefit Plans.”

²  Included in the balance at December 31, 2016 is settlement expense of $3.5 million associated with the remeasurement of our salaried pension plan, which is discussed further in Note 13, “Savings, Pension and Other Postretirement Employee Benefit Plans.” The settlement expense is net of tax totaling $1.4 million.

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NOTE 13 Savings, Pension and Other Postretirement Employee Benefit Plans

Certain of our employees are eligible to participate in defined contribution savings and defined benefit postretirement plans. These include 401(k) savings plans, defined benefit pension plans including company-sponsored and multiemployer plans, and other postretirement employee benefit, or OPEB, plans, each of which is discussed below.

401(k) Savings Plans

Substantially all of our employees are eligible to participate in 401(k) savings plans, which include a company match component. In 2018, 2017 and 2016 we made 401(k) contributions on behalf of employees of $17.2 million, $16.6 million, and $16.9 million, respectively.

Company-Sponsored Defined Benefit Pension Plans

A majority of our salaried employees and a portion of our hourly employees are covered by company-sponsored noncontributory defined benefit pension plans. During 2016, we announced a voluntary, limited-time opportunity for former employees who are vested participants in certain of our qualified pension plans to request early payment of their entire pension plan benefit in the form of a single lump sum payment. The amount of total payments under this program totaled approximately $10.6 million for salaried employees and $4.8 million for hourly employees and were made from the applicable plan's trust assets during the third quarter of 2016. Based on the level of payments made, settlement accounting rules applied to our salaried pension plan and resulted in a remeasurement of that plan as of August 31, 2016 and the recognition of $3.5 million in settlement expense in 2016.

Company-Sponsored OPEB Plans

We also provide retiree health care and life insurance plans, which cover certain salaried and hourly employees. Retiree health care benefits for Medicare eligible participants over the age of 65 are provided through Health Reimbursement Accounts, or HRA's. Benefits for retirees under the age of 65 are provided under our company-sponsored health care plans, which require retiree contributions and contain other cost-sharing features. The retiree life insurance plans are primarily noncontributory.

Funded Status of Company-Sponsored Plans

As required by current standards governing the accounting for defined benefit pension and other postretirement benefit plans, we recognized the funded status of our company-sponsored plans on our Consolidated Balance Sheets at December 31, 2018 and 2017. The funded status is measured as the difference between plan assets at fair value (with limited exceptions) and the benefit obligation. For a pension plan, the benefit obligation is the projected benefit obligation; for any other postretirement employee benefit plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement employee benefit obligation. We use a December 31 measurement date for our benefit plans.

The changes in benefit obligation, plan assets and funded status for company-sponsored benefit plans as of December 31 are as follows:

	Pension Benefit Plans						Other Postretirement Employee Benefit Plans
(In thousands)	2018			2017			2018			2017
Benefit obligation at beginning of year	$	317,814		$	304,388		$	65,128		$	69,163
Service cost	1,789			2,069			136			163
Interest cost	12,020			13,149			2,435			2,745
Actuarial (gains) losses	(16,356		)	19,130			(367		)	(1,254		)
Benefits paid	(21,101		)	(20,922		)	(7,000		)	(5,689		)
Benefit obligation at end of year	294,166			317,814			60,332			65,128
Fair value of plan assets at beginning of year	310,966			285,638			20			20
Actual return on plan assets	(21,474		)	45,796			—			—
Employer contribution	466			454			7,000			5,689
Benefits paid	(21,101		)	(20,922		)	(7,000		)	(5,689		)
Fair value of plan assets at end of year	268,857			310,966			20			20
Funded status at end of year	$	(25,309	)	$	(6,848	)	$	(60,312	)	$	(65,108	)

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The December 31, 2018 pension funded status was affected by unfavorable asset returns, partially offset by an increase in the discount rate. The December 31, 2018 OPEB benefit obligation decreased as of December 31, 2018 due to an increase in the discount rate and the continued payment of benefits.

Amounts recognized in the Consolidated Balance Sheets:

	Pension Benefit Plans						Other Postretirement Employee Benefit Plans
(In thousands)	2018			2017			2018			2017
Non-current assets	$	—		$	8,144		$	—		$	—
Current liabilities	(441		)	(441		)	(6,989		)	(7,190		)
Non-current liabilities	(24,868		)	(14,551		)	(53,323		)	(57,918		)
Net amount recognized	$	(25,309	)	$	(6,848	)	$	(60,312	)	$	(65,108	)

Pre-tax amounts recognized in Accumulated Other Comprehensive Loss as of December 31 consist of:

	Pension Benefit Plans				Other Postretirement Employee Benefit Plans
(In thousands)	2018		2017		2018			2017
Net loss (gain)	$	111,927	$	99,865	$	(15,006	)	$	(15,541	)
Prior service cost (credit)	—		—		—			(1,676		)
Net amount recognized	$	111,927	$	99,865	$	(15,006	)	$	(17,217	)

Information as of December 31 for certain pension plans included above with accumulated benefit obligations in excess of plan assets were as follows:

(In thousands)	2018		2017
Projected benefit obligation	$	294,166	$	178,452
Accumulated benefit obligation	294,166		178,452
Fair value of plan assets	268,857		163,460

The primary reason for the large increase in the accumulated benefit obligation in 2018 was due to the hourly pension plan changing from an overfunded status at December 31, 2017 to an underfunded status at December 31, 2018.

Pre-tax components of net periodic cost and other amounts recognized in Other Comprehensive Income (Loss) for the years ended December 31 were as follows:

Net Periodic Cost:

	Pension Benefit Plans									Other Postretirement Employee Benefit Plans
(In thousands)	2018			2017			2016			2018			2017			2016
Service cost	$	1,789		$	2,069		$	1,562		$	136		$	163		$	249
Interest cost	12,020			13,149			14,072			2,435			2,745			3,075
Expected return on plan assets	(17,002		)	(18,765		)	(19,389		)	—			(1		)	(1		)
Amortization of prior service cost (credit)	—			8			22			(1,676		)	(1,535		)	(1,712		)
Amortization of actuarial loss (gain)	10,058			9,874			11,463			(902		)	(6,618		)	(7,566		)
Settlement	—			—			3,482			—			—			—
Net periodic cost (income)	$	6,865		$	6,335		$	11,212		$	(7	)	$	(5,246	)	$	(5,955	)

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Other amounts recognized in Other Comprehensive Income (Loss) before tax:

	Pension Benefit Plans									Other Postretirement Employee Benefit Plans
(In thousands)	2018			2017			2016			2018			2017			2016
Net loss (gain)	$	22,120		$	(7,901	)	$	(1,445	)	$	(367	)	$	(1,253	)	$	818
Curtailments	—			—			—			—			—			—
Prior service credit	—			—			—			—			—			—
Amortization of prior service (cost) credit	—			(8		)	(22		)	1,676			1,535			1,712
Amortization of actuarial (loss) gain	(10,058		)	(9,874		)	(11,463		)	902			6,618			7,566
Settlement	—			—			(3,482		)	—			—			—
Total recognized in other comprehensive   loss (income)	$	12,062		$	(17,783	)	$	(16,412	)	$	2,211		$	6,900		$	10,096
Total recognized in net periodic cost and   other comprehensive (income) loss	$	18,927		$	(11,448	)	$	(5,200	)	$	2,203		$	1,654		$	4,141

The estimated net loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic cost (benefit) over the next fiscal year is $7.6 million. The estimated net gain for the OPEB plans that will be amortized from accumulated other comprehensive loss into net periodic cost (benefit) over the next fiscal year is $0.9 million.

During 2018, $1.2 million of net periodic pension and OPEB costs were charged to "Cost of sales," $0.8 million were charged to "Selling, general and administrative expenses," and $4.9 million of costs were charged to "Non-operating pension and other postretirement benefit (costs) income" in the accompanying Consolidated Statements of Operations, as compared to costs of $1.3 million, $0.9 million, and income of $1.1 million, respectively, during 2017 and costs of $1.1 million, $0.7 million, and $3.5 million, respectively, during 2016.

Weighted average assumptions used to determine the benefit obligation as of December 31 were:

	Pension Benefit Plans						Other Postretirement Employee Benefit Plans
	2018		2017		2016		2018		2017		2016
Discount rate	4.40	%	3.90	%	4.45	%	4.55	%	3.95	%	4.30	%

Weighted average assumptions used to determine the net periodic cost for the years ended December 31 were:

	Pension Benefit Plans						Other Postretirement Employee Benefit Plans
	2018		2017		2016		2018		2017		2016
Discount rate	3.90	%	4.45	%	4.70	%	3.95	%	4.30	%	4.50	%
Expected return on plan assets	6.00		6.75		6.75		—		—		—

The discount rate used in the determination of pension benefit obligations and pension expense was determined based on a review of long-term high-grade bonds as well as management’s expectations. The discount rate used to calculate OPEB obligations was determined using the same methodology we used for our pension plans.

The expected return on plan assets assumption is based upon an analysis of historical long-term returns for various investment categories, as measured by appropriate indices. These indices are weighted based upon the extent to which plan assets are invested in the particular categories in arriving at our determination of a composite expected return.

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The assumed health care cost trend rate used to calculate 2018 OPEB income was 6.90% in 2018, grading to 4.00%over approximately 70 years, for participants whose benefits are not provided through Health Reimbursement Accounts (HRAs), and 2.50% annually for participants whose benefits are provided through HRAs. The health care cost trend rate used to calculate December 31, 2018 OPEB obligations was 6.00% in 2019, grading to 4.00% over approximately 70 years, for participants whose benefits are not provided through HRAs, and 2.50% annually for participants whose benefits are provided through HRAs. This assumption has a significant effect on the amounts reported. A one percentage point change in the health care cost trend rates would have the following effects:

(In thousands)	1% Increase		1% Decrease
Effect on total of service and interest cost components	$	172	$	(149	)
Effect on postretirement employee benefit obligation	3,749		(3,279		)

The investments of our defined benefit pension plans are held in a Master Trust. The assets of our OPEB plans are held within an Internal Revenue Code section 401(h) account for the payment of retiree medical benefits within the Master Trust.

Current accounting rules governing fair value measurement establish a framework for measuring fair value, which provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1	Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plans have the ability to access.
Level 2	Inputs to the valuation methodology include:
	▪    Quoted prices for similar assets or liabilities in active markets; ▪    Quoted prices for identical or similar assets or liabilities in inactive markets; ▪    Inputs other than quoted prices that are observable for the asset or liability; and ▪    Inputs that are derived principally from or corroborated by observable market data by correlation or other means
	If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

There have been no changes in the methodologies used during 2018 and 2017. Investments in common and collective trust funds are generally valued based on their respective net asset value, or NAV, (or its equivalent), as a practical expedient to estimate fair value due to the absence of a readily determinable fair value. Investments that may be fully redeemed at NAV in the near-term are disclosed in the table below as "Investments measured at net asset value" in accordance with Accounting Standards Codification 820 - Fair Value Measurements and Disclosures.

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The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes the valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables set forth by level, within the fair value hierarchy, the investments at fair value for our company-sponsored pension benefit plans:

	December 31, 2018
(In thousands)	Level 1		Investments measured at net asset value		Total
Cash and cash equivalents	$	2,004	$	—	$	2,004
Common and collective trust:
Collective investment funds	—		266,853		266,853
Total investments at fair value	$	2,004	$	266,853	$	268,857

	December 31, 2017
(In thousands)	Level 1		Investments measured at net asset value		Total
Cash and cash equivalents	$	2,010	$	—	$	2,010
Common and collective trusts:
Collective investment funds	—		308,956		308,956
Total investments at fair value	$	2,010	$	308,956	$	310,966

Our OPEB plan had approximately $20,000 held in cash and cash equivalents at December 31, 2018 and 2017, which were categorized as level 1.

We have formal investment policy guidelines for our company-sponsored plans. These guidelines were set by our Benefits Committee, which is comprised of members of our management and has been assigned its fiduciary authority over management of the plan assets by our Board of Directors. The Committee’s duties include periodically reviewing and modifying those investment policy guidelines as necessary and ensuring that the policy is adhered to and the investment objectives are met.

The investment policy includes guidelines for specific categories of equity and fixed income securities. Assets are managed by professional investment managers who are expected to achieve a reasonable rate of return over a market cycle. Long-term performance is a fundamental tenet of the policy.

The general policy states that plan assets would be invested to seek the greatest return consistent with the fiduciary character of the pension funds and to allow the plans to meet the need for timely pension benefit payments. The specific investment guidelines stipulate that management is to maintain adequate liquidity for meeting expected benefit payments by reviewing, on a timely basis, contribution and benefit payment levels and appropriately revising long-term and short-term asset allocations. Management takes reasonable and prudent steps to preserve the value of pension fund assets, avoid the risk of large losses and also attempt to preserve the funded status of the plans. Major steps taken to provide this protection included:

▪ Assets are diversified among various asset classes, such as domestic equities, international equities, fixed income and cash. The long-term asset allocation ranges are as follows:

Domestic equities	10%-18%
International equities, including emerging markets	10%-18%
Corporate/Government bonds	68%-78%
Liquid reserves	0%-5%

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Periodically, reviews of allocations within these ranges are made to determine what adjustments should be made based on changing economic and market conditions and specific liquidity requirements.

• Assets were managed by professional investment managers and could be invested in separately managed accounts or commingled funds.

▪ Assets were not invested in securities rated below BBB- by S&P or Baa3 by Moody’s.

The investment guidelines also require that the individual investment managers are expected to achieve a reasonable rate of return over a market cycle. Emphasis is placed on long-term performance versus short-term market aberrations. Factors considered in determining reasonable rates of return include performance achieved by a diverse cross section of other investment managers, performance of commonly used benchmarks (e.g., Russell 3000 Index, MSCI World ex-U.S. Index, Barclays Capital Long Credit Index), actuarial assumptions for return on plan investments and specific performance guidelines given to individual investment managers.

As of December 31, 2018, nine active investment managers managed substantially all of the pension funds, each of whom had responsibility for managing a specific portion of these assets. Plan assets were diversified among the various asset classes within the allocation ranges approved by the Benefits Committee.

In 2018, we did not make any contributions to our qualified pension plans, and we currently do not anticipate making any cash contributions to those plans in 2019. We contributed $0.5 million to our non-qualified pension plan in 2018. We do not anticipate funding our OPEB plans in 2019 except to pay benefit costs as incurred during the year by plan participants.

Estimated future benefit payments are as follows for the years indicated:

(In thousands)	Pension Benefit Plans	Other Postretirement Employee Benefit Plans
2019	20,700	7,010
2020	20,580	6,501
2021	20,427	5,409
2022	20,341	4,849
2023	20,312	4,496
2024-2028	98,651	18,685

Multiemployer Defined Benefit Pension Plans

Hourly employees at two of our manufacturing facilities participate in multiemployer defined benefit pension plans: the PACE Industry Union-Management Pension Fund, or PIUMPF, which is managed by United Steelworkers, or USW, Benefits; and the International Association of Machinist & Aerospace Workers National Pension Fund, or IAM NPF. We make contributions to these plans, as well as make contributions to a trust fund established to provide retiree medical benefits for a portion of these employees, which is also managed by USW Benefits. The risks of participating in these multiemployer plans are different from single-employer plans in the following respects:

• Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

• If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. The number of employers participating in PIUMPF fell from 135 during 2012 to 78 during 2017. We believe that we are now the employer making the largest proportion of total contributions.

• Under applicable federal law, any employer contributing to a multiemployer pension plan that completely ceases participating in the plan while it is underfunded is subject to an assessment of such employer's allocable share of the aggregate unfunded vested benefits of the plan, except when that plan is in "critical" or "critical and declining" status. In certain circumstances, an employer can also be assessed a statutory withdrawal liability for a partial withdrawal from a multiemployer pension plan. Based on information available to us as of December 31, 2018, as well as information provided by PIUMPF and reviewed by our actuarial consultant, we estimate the aggregate pre-tax liability that we would have incurred if we had completely withdrawn from PIUMPF in 2018 would have been in excess of $78 million. However, the exact amount of potential exposure could be higher or lower than the estimate, depending on, among other things, the nature and timing of any

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triggering events and the funded status of PIUMPF at that time. A withdrawal liability is recorded for accounting purposes when withdrawal is probable and the amount of the withdrawal obligation is reasonably estimable.

Our participation in these plans for the annual period ended December 31, 2018, is outlined in the table below. The “EIN" and "Plan Number” columns provide the Employee Identification Number, or EIN, and the three-digit plan number. The most recent Pension Protection Act, or PPA, zone status available in 2018 and 2017 is for a plan’s year-end as of December 31, 2018 and December 31, 2017, respectively. The zone status is set under the provisions of the Multiemployer Pension Plan Reform Act of 2014 and is based on information we received from the plans and is certified by each plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent but more than 65 percent funded, and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a Funding Improvement Plan, or FIP, or a Rehabilitation Plan, or RP, is either pending or has been implemented as required by the PPA as a measure to correct its underfunded status. The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject.

In 2018, the contribution rates for the IAM NPF plan was $4.00 per hour. In 2018, the contribution rates for PIUMPF was $2.79 per hour. In 2015, contribution rates for PIUMPF were increased as part of the RP in lieu of the legally required surcharge, paid by the employers, to assist the fund’s financial status. We were listed in PIUMPF’s Form 5500 report as providing more than five percent of the total contributions for the years 2017and 2016. At the date of issuance of our consolidated financial statements, Form 5500 reports for these plans were not available for the 2018 plan year.

Pension Fund	EIN	Plan Number	PPA Zone Status1			FIP/RP Status Pending/ Implemented	Contributions (in thousands)						Surcharge Imposed	Expiration  Date of Collective Bargaining Agreement
			2018	2017			2018		2017		2016
IAM NPF	51-6031295	002	Green	Green		N/A	$	316	$	333	$	335	No	5/31/2018
PIUMPF	11-6166763	001	Red	Red		Implemented	5,386		5,815		5,679		No	8/31/2017
					Total Contributions:		$	5,702	$	6,148	$	6,014

¹   PIUMPF has been certified as in "Critical and Declining Status" for 2018 and 2017, under the provisions of the Multiemployer Pension Plan Reform Act of 2014.

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NOTE 14 Earnings Per Share

Basic earnings (loss) per share are based on the weighted average number of shares of common stock outstanding. Diluted earnings per share are based upon the weighted average number of shares of common stock outstanding plus all potentially dilutive securities that were assumed to be converted into common shares at the beginning of the period under the treasury stock method. This method requires that the effect of potentially dilutive common stock equivalents be excluded from the calculation of diluted earnings per share for the periods in which net losses are reported because the effect is anti-dilutive.

The following table reconciles the number of common shares used in calculating the basic and diluted net earnings per share: 

	December 31,
	2018			2017		2016
Basic average common shares outstanding1	16,486,807			16,464,286		17,000,599
Incremental shares due to:
Restricted stock units	—			21,522		21,668
Performance shares	—			45,252		76,525
Stock options	—			24,866		7,648
Diluted average common shares outstanding	16,486,807			16,555,926		17,106,440
Basic net (loss) earnings per common share	$	(8.72	)	$	5.91	$	2.91
Diluted net (loss) earnings per common share	(8.72		)	5.88		2.90
Anti-dilutive shares excluded from calculation	929,399			499,348		220,037

¹  Basic average common shares outstanding include restricted stock awards that are fully vested, but are deferred for future issuance. See Note 15, "Equity-Based Compensation Plans" for further discussion.

NOTE 15 Equity-Based Compensation Plans

At December 31, 2018, we have two stock incentive plans in place: the Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan which became effective on December 16, 2008, and was amended and restated effective as of February 27, 2015, and the Clearwater Paper Corporation 2017 Stock Incentive Plan, which became effective February 28, 2017, collectively referred to as, the Stock Plans. Our Stock Plans have been approved by our stockholders, and provide for equity-based awards in the form of restricted shares, restricted stock units, or RSUs, performance shares, stock options or stock appreciation rights to selected employees, outside directors, and consultants of the company.

Under our Stock Plans we are authorized to issue up to approximately 6.2 million shares, which includes approximately 0.7 million additional shares authorized in connection with our acquisition of Cellu Tissue that are available for issuance as equity-based awards only to any employees, outside directors, or consultants who were not employed on December 26, 2010 by Clearwater Paper Corporation or any of its subsidiaries. At December 31, 2018, approximately 3.1 million shares were available for future issuance under the Stock Plans.

We recognize equity-based compensation expense for all equity-based payment awards made to employees and directors, including RSUs, performance shares and stock options, based on estimated fair values and net of estimates of future forfeitures. The expense is classified in "Selling, general and administrative expense" in our Consolidated Statements of Operations and is recognized on a straight-line basis over the requisite service periods of each award.

Based on the terms of the Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan, and for grants prior to 2017, employees who were retirement-eligible during the service period became fully vested in outstanding awards on the later of the date they reached retirement eligibility or at the end of the first calendar year of each respective grant. We account for this feature when determining the service period over which to recognize expense for each grant of RSUs, performance shares, and stock options. For the Clearwater Paper Corporation 2017 Stock Incentive Plan and for grants beginning in 2017, employees who are retirement-eligible during the service period become fully vested in outstanding awards on a prorated basis based on the portion of the service period for which they were employed in alignment with the terms of each respective grant type as outlined in the respective stock plan. Employees are not eligible to receive shares until the end of the applicable service period for performance shares, and the applicable vesting period for RSUs and stock options.

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Employee equity-based compensation expense was recognized as follows:

(In thousands)	2018		2017		2016
Restricted stock units	$	2,141	$	1,618	$	1,381
Performance shares	1,125		2,283		3,311
Stock options	2,388		2,552		2,913
Total employee equity-based compensation	$	5,654	$	6,453	$	7,605
Related tax benefit	$	1,486	$	2,149	$	2,767

RESTRICTED STOCK UNITS

RSUs granted under our Stock Plans are generally subject to a vesting period of one to three years, with generally the same service period. RSU awards will accrue dividend equivalents based on dividends paid, if any, during the RSU vesting period. The dividend equivalents will be converted into additional RSUs that will vest in the same manner as the underlying RSUs to which they relate. RSUs granted under our Stock Plans do not represent common stock, and therefore the holders do not have voting rights unless and until shares are issued upon settlement.

A summary of the status of outstanding RSU awards as of December 31, 2018, 2017, and 2016, and changes during those years, is presented below:

	2018				2017				2016
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Unvested shares outstanding at
January 1	94,471		$	50.22	54,460		$	47.16	46,029		$	60.17
Granted	111,054		37.31		66,774		56.45		44,627		39.10
Vested	(43,878	)	46.36		(17,531	)	62.75		(29,338	)	55.16
Forfeited	(33,994	)	43.30		(9,232	)	53.52		(6,858	)	47.80
Unvested shares outstanding at   December 31	127,653		42.09		94,471		50.22		54,460		47.16
Vested shares outstanding at December 31	—		—		4,226		38.75		10,860		52.71
Deferred shares outstanding at   December 31	33,663		7.31		33,663		7.31		35,438		7.21
Total shares outstanding at    December 31	161,316		$	34.83	132,360		$	38.94	100,758		$	33.71
Aggregate intrinsic value of   outstanding shares (in thousands)			$	3,931			$	6,009			$	6,605

During 2018, 48,104 RSU shares were settled and distributed in common stock. Of these shares, 28,971 were RSU shares that were settled and distributed in the fourth quarter of 2018. After adjusting for minimum tax withholdings, a net 34,447 shares were issued during 2018. The minimum tax withholdings payment made in 2018 in connection with issued shares was $0.4 million.

During 2017, 25,940 RSU shares were settled and distributed, of which 20,940 shares were settled and distributed in the fourth quarter. Another 1,775 shares were RSU shares that were settled in prior years but distribution had been deferred to preserve tax deductibility for the Company in the respective years because distribution of these shares would have resulted in certain executive compensation being above the Internal Revenue Code section 162(m) threshold for those years. After adjusting for minimum tax withholdings, a net 17,834 shares were issued during 2017. The minimum tax withholdings payment made in 2017 in connection with issued shares was $1.1 million.

The fair value of each RSU share award granted during 2018 was estimated on the date of grant using the grant date market price of our common stock. The total fair value of share awards that vested during 2018 was $2.0 million.

As of December 31, 2018, there was $3.5 million of total unrecognized compensation cost related to outstanding RSU awards. The cost is expected to be recognized over a weighted average period of 1.9 years.

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PERFORMANCE SHARES

Performance share awards granted under our Stock Plans have a three-year performance period, with generally the same service period, and shares are issued after the end of the period if the employee provides the requisite service and the performance measure is met. As provided in the Clearwater Paper Corporation 2008 and 2017 Stock Incentive Plans, the following performance measures are used to determine the number of performance shares ultimately issuable:

• For performance shares granted in 2016 and prior years, the performance measure used was a comparison of the percentile ranking of our total stockholder return (TSR) compared to the TSR performance of a selected peer group or index.

• For performance shares granted in 2017, the performance measure used for 40% of the grant is a comparison of the percentile ranking of our TSR, compared to the TSR of a selected index, and for 60% of the performance share awards granted, a return on invested capital (ROIC) performance measure is being used to determine the number of performance shares ultimately issuable.

• For performance shares granted in 2018, the performance measure used for 40% of the performance share awards granted is an ROIC performance measure. For the remaining 60% of the grants, a free cash flow performance measure is used. The combined performance of these measures is then subject to an adjustment (increase or decrease) of up to 25% based on our TSR compared to the TSR performance of a selected index.

The TSR performance measure is considered to represent a “market condition” under authoritative accounting guidance, and thus, the market condition is considered when determining the estimate of the fair value of the performance share awards. Both the ROIC and the free cash flow measures are considered "performance conditions" under authoritative accounting guidance and include certain targets and service periods that need to be achieved to earn the award. These targets are based on internal measures. Throughout the service period we assess the probability of achieving the performance condition, and expense is recognized based upon the probable outcome.

The number of performance shares actually issued, as a percentage of the amount subject to the performance share award, could range from 0%-200%.

Performance share awards granted under our Stock Plans do not represent common stock, and therefore the holders do not have voting rights unless and until shares are issued upon settlement. During the performance period, dividend equivalents accrue based on dividends paid, if any, and are converted into additional performance shares, which vest or are forfeited in the same manner as the underlying performance shares to which they relate. Generally, if an employee terminates prior to completing the requisite service period, all or a portion of their awards are forfeited and the previously recognized compensation cost is reversed. If an employee provides the requisite service through the end of the performance period, but the performance measure is not met, following authoritative guidance for awards with a market condition, previously recognized compensation cost is not reversed.

A summary of the status of outstanding performance share awards as of December 31, 2018, 2017, and 2016, and changes during those years, is presented below:

	2018				2017				2016
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding share awards at   January 1	117,252		$	45.10	175,683		$	62.26	92,563		$	84.18
Granted	49,040		37.45		33,907		58.58		93,397		39.70
Settled	(73,243	)	39.70		(87,491	)	84.65		—		—
Forfeited	(14,619	)	45.12		(4,847	)	47.61		(10,277	)	54.55
Outstanding share awards at   December 31	78,430		45.36		117,252		45.10		175,683		62.26
Aggregate intrinsic value (in   thousands)			$	1,911			$	5,323			$	11,516

On December 31, 2018, the three-year performance period for 73,243 performance shares granted in 2016 ended. The requisite market condition performance measure was not met, and as such no shares were paid or issued under those awards.

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On December 31, 2017, the service and performance period for 41,538 outstanding shares granted in 2015 ended. The requisite market condition performance measure was not met, and as such no shares were paid or issued under those awards.

As of December 31, 2018, there was $1.8 million of unrecognized compensation cost related to outstanding performance share awards. The cost is expected to be recognized over a weighted average period of 1.6 years.

STOCK OPTIONS

Beginning in 2014, stock options were granted to certain employees under our Stock Plans. The stock options are generally subject to a vesting period of one to three years, with generally the same service period. Upon vesting, the holder is entitled to purchase a specified number of shares of Clearwater Paper common stock at a price per share equal to the closing market price of Clearwater Paper common stock on the date of grant. Once options have vested they are exercisable. The options are exercisable for 10 years from the date of grant.

Stock options granted under our Stock Plans do not represent common stock, and therefore the holders do not have voting rights unless and until shares have been issued to the employee.

The fair value of stock option awards was determined using a Black-Scholes option-pricing model. The Black-Scholes model utilizes a range of assumptions related to dividend yield, volatility, risk-free interest rate and employee exercise behavior. Expected volatility is based on Clearwater Paper's historical stock prices. The risk-free interest rate is based on constant maturity treasury rates with maturities matching the options' expected life on the grant date. The expected life, estimated in accordance with Securities and Exchange Commission Staff Accounting Bulletin 110, is the approximate mid-point between the expected vesting time and the remaining contractual life.

Volatility	35	%
Risk-free interest rate	2.74	%
Expected life-years	6.0

A summary of the status of outstanding stock option awards as of December 31, 2018, and changes during the year, is presented below:

	Shares		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding options at December 31, 2015	277,693		$	64.47				$	—
Granted	280,191		38.86		$	14.42
Forfeited	(30,830	)	47.79
Outstanding options at December 31, 2016	527,054		$	51.83			8.2	$	7,232
Granted	158,484		56.45		18.82
Forfeited	(22,306	)	50.74
Expired	(5,913	)	66.97
Outstanding options at   December 31, 2017	657,319		$	52.84			7.4	$	—
Granted	198,426		37.39		14.51
Forfeited	(69,557	)	43.18
Expired	(24,254	)	62.74
Outstanding options at   December 31, 2018	761,934		$	49.38			6.2	$	—
Outstanding and exercisable   options at December 31, 2018	273,776		$	63.40			5.8	$	—

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As of December 31, 2018, there was $2.7 millionof unrecognized compensation cost related to non-vested stock options. The cost is expected to be recognized over a weighted average period of 2.3years.

During 2018, 261,196 stock option awards vested with a weighted average exercise price of $41.62and total fair value of $10.9 million. These options are outstanding at December 31, 2018 and became exercisable on January 1, 2019. The weighted average remaining contractual term of options that vested during the year is 6.3 years.

DIRECTOR AWARDS

In connection with joining our Board of Directors, in January 2009 our outside directors at that time were granted an award of phantom common stock units, which were credited to an account established on behalf of each director and vested ratably over a three-year period with the final vesting in January 2012. Subsequent equity awards have been granted annually in May, or on a pro-rata basis as applicable, to our outside directors in the form of phantom common stock units as part of their annual compensation, which are credited to their accounts. These awards vest ratably over a one-year period. These accounts will be credited with additional phantom common stock units equal in value to dividends paid, if any, on the same amount of common stock. Upon separation from service as a director, the vested portion of the phantom common stock units held by the director in a stock unit account are converted to cash based upon the then market price of the common stock and paid to the director.

Due to its cash-settlement feature, we account for these awards as liabilities rather than equity and recognize the equity-based compensation expense or income at the end of each reporting period based on the portion of the award that is vested and the increase or decrease in the value of our common stock.

We recorded director equity-based compensation benefit totaling $2.3 million and $2.8 million for the years ended December 31, 2018 and 2017, respectively, and compensation expense totaling $4.8 million for the year ended December 31, 2016.

At December 31, 2018, the liability amounts associated with director equity-based compensation included in "Other long-term obligations" and "Accounts payable and accrued liabilities" on our Consolidated Balance Sheet were $0.8 million and $1.3 million, respectively. At December 31, 2017, the liability amounts associated with director equity-based compensation in "Other long-term obligations" and "Accounts payable and accrued liabilities" on our Consolidated Balance Sheet were $3.6 million and $2.4 million, respectively.

NOTE 16 Fair Value Measurements

The estimated fair values of our financial instruments as of our balance sheet dates are presented below:

	December 31,
	2018				2017
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash, cash equivalents and restricted cash (Level 1)	$	24,947	$	24,947	$	16,738	$	16,738
Short-term borrowings under revolving credit facilities (Level 2)	100,000		99,909		155,000		154,882
Other short-term debt (Level 1)	20,833		20,833		—		—
Long-term debt (Level 2)	675,000		612,546		575,000		569,250

Accounting guidance establishes a framework for measuring the fair value of financial instruments, providing a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities, or “Level 1” measurements, followed by quoted prices of similar assets or observable market data considering the assets' underlying maturities, or “Level 2” measurements, and the lowest priority to unobservable inputs, or “Level 3” measurements.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used should seek to maximize the use of observable inputs and minimize the use of unobservable inputs.

Cash and cash equivalents, borrowings under the revolving credit facilities and long-term debt are the only items measured at fair value on a recurring basis.

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We do not have any financial assets measured at fair value on a nonrecurring basis. Nonfinancial assets measured at fair value on a nonrecurring basis include items such as long-lived assets held and used that are measured at fair value resulting from impairment, if deemed necessary.

NOTE 17 Commitments and Contingencies

LEASE COMMITMENTS

Our operating leases cover manufacturing, office, warehouse and distribution space, paperboard sheeting facilities, equipment and vehicles, which expire at various dates through 2029. We have capital leases related to our North Carolina converting and manufacturing facilities as well as various office equipment. As leases expire, it can be expected that, in the normal course of business, certain leases will be renewed or replaced.

As of December 31, 2018, under current operating and capital lease contracts, we had future minimum lease payments as follows:

(In thousands)	Capital			Operating
2019	$	3,093		$	12,038
2020	3,062			11,421
2021	3,112			10,424
2022	3,019			9,489
2023	2,789			7,163
Thereafter	21,710			24,276
Total future minimum lease payments	$	36,785		$	74,811
Less interest portion	(13,887		)
Present value of future minimum lease payments	$	22,898

Rent expense for operating leases was $11.0 million, $12.6 million and $14.3 million for the years ended December 31, 2018, 2017 and 2016, respectively.

NOTE 18 Business Interruption and Insurance Recovery

On October 24, 2018, our Lewiston, Idaho pulp and paperboard mill had a shaft break, causing an incorrect chemical mixture in a chip impregnation vessel that resulted in the vessel plugging and subsequently resulted in the shutdown of the chip pulping operation. We incurred significant incremental pulp replacement costs to keep the paperboard and tissue machines running at our Lewiston facility during this shutdown, as well as extra costs for overtime labor, maintenance, energy and repair and clean-up. We maintain property and business interruption insurance and filed a claim with our insurance provider to recover the incremental costs incurred as a result of the incident. All associated costs and insurance recoveries were recorded in "Cost of sales" in our Consolidated Statement of Operations and included in cash flows from operations in our Consolidated Statement of Cash Flows. The insurance claim for this event totaled $4.4 million.

The claim was settled in December 2018, and, net of the policy deductible of $2.5 million, we received $1.9 million from our property insurance provider as final payment of the claim.

On January 28, 2017, there was a fire at our Shelby, North Carolina facility warehouse. Although the building sustained minimal damage, the smoke and water damage to raw material and finished goods inventory was more significant. Operations were impacted during the clean-up and repair period. We filed a claim with our insurance providers to recover the cost of repairs to the equipment and estimated lost profits and inventory due to the disruption of the operations during the repair and cleanup period. Net of policy deductibles, the insurance claim for this event totaled $2.9 million, and was settled in its entirety in the first quarter of 2017. All associated costs and insurance recoveries have been recorded in "Cost of sales" in our Consolidated Statements of Operations and included in cash flows from operations in our Consolidated Statement of Cash Flows.

On November 14, 2016, we experienced a fire at our Las Vegas, Nevada facility. There was minimal disruption to the converting operations at that facility, however certain paper machine equipment was damaged and we incurred approximately 17 days of paper machine downtime while repairs were being made. We were unable to produce through-

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air-dried parent rolls during this period at the Las Vegas facility. We were able to replace a portion of this lost production capacity by shipping parent rolls from our Shelby, North Carolina facility, in addition to making open market purchases. We filed a claim with our insurance provider to recover the cost of repairs to the equipment and estimated lost profits due to the disruption of the operations during the repair period. The insurance claim for this event, net of policy deductible, was $2.9 million, of which $1.5 million was recorded in the fourth quarter of 2016 and $1.4 million was recorded in the first quarter of 2017. All associated costs and insurance recoveries have been recorded in "Cost of sales" in our Consolidated Statements of Operations and included in cash flows from operations in our Consolidated Statement of Cash Flows

On July 6, 2016, our Lewiston, Idaho facility experienced an electrical incidentthat caused a complete plant-wide power outage. Power was restored in approximately 18 hours. However, damage to certain equipment limited pulping operations throughout the remainder of July. In addition to repair costs, we incurred other various costs, including incremental pulp replacement costs, incremental natural gas costs, lost electrical generation and increased labor, chemical and wood costs. We filed a claim with our insurance provider to recover the cost of repairs to the equipment and estimated lost profits due to the disruption of the operations during the repair period. All associated costs and insurance recoveries were recorded in "Cost of sales" in our Consolidated Statement of Operations and included in the "Net earnings" line in our Consolidated Statement of Cash Flows. The insurance claim for this event totaled $8.5 million. The claim was settled in its entirety in September 2016, and, net of the policy deductible and certain exclusions totaling $3.5 million, we received $5.0 million from our property insurance provider as final payment of the claim.

NOTE 19 Segment Information

Our reportable segments are described below.

Consumer Products

Our Consumer Products segment manufactures and sells a complete line of at-home tissue products, or retail products, and away-from-home tissue products, or non-retail products, and parent rolls. Retail products include bath, paper towels, facial and napkin product categories. Non-retail products include conventional one and two-ply bath tissue, two-ply paper towels, hard wound towels and dispenser napkins sold to customers with commercial and industrial tissue needs. Each category is further distinguished according to quality segments: ultra, premium, value and economy.

Pulp and Paperboard

Our Pulp and Paperboard segment manufactures and markets solid bleached sulfate paperboard for the high-end segment of the packaging industry as well as offers custom sheeting, slitting and cutting of paperboard. Our overall production consists primarily of folding carton, liquid packaging, cup and plate products and commercial printing grades. The majority of our Pulp and Paperboard customers are packaging converters, folding carton converters, merchants and commercial printers.

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The table below presents information about our reportable segments:

(In thousands)	2018			2017			2016
Segment net sales:
Consumer Products	$	884,812		$	941,907		$	988,380
Pulp and Paperboard	839,406			788,501			746,383
Total segment net sales	$	1,724,218		$	1,730,408		$	1,734,763
Operating (loss) income:
Consumer Products1,2,3	$	(2,731	)	$	28,973		$	66,164
Gain on divested assets4	23,952			—			1,755
Goodwill impairment	(195,079		)	—			—
	(173,858		)	28,973			67,919
Pulp and Paperboard 2,3	130,426			97,360			112,700
	(43,432		)	126,333			180,619
Corporate2,3,5	(54,477		)	(55,148		)	(65,855		)
(Loss) income from operations	$	(97,909	)	$	71,185		$	114,764
Depreciation and amortization:
Consumer Products6	$	57,784		$	65,007		$	59,375
Pulp and Paperboard	37,798			34,474			26,741
Corporate	6,371			5,509			4,974
Total depreciation and amortization	$	101,953		$	104,990		$	91,090
Assets:
Consumer Products	$	1,094,120		$	1,069,876		$	1,031,563
Pulp and Paperboard	638,772			645,353			586,687
	1,732,892			1,715,229			1,618,250
Corporate	55,226			87,023			66,092
Total assets	$	1,788,118		$	1,802,252		$	1,684,342
Capital expenditures:
Consumer Products	$	307,794		$	112,597		$	47,079
Pulp and Paperboard	17,943			74,616			104,113
	325,737			187,213			151,192
Corporate	12,213			11,472			4,485
Total capital expenditures	$	337,950		$	198,685		$	155,677

¹  Operating income for the Consumer Products segment for the twelve months ended December 31, 2017 include costs associated with the March 31, 2017 Oklahoma City facility closure. These costs include $4.3 million of loss on the write-down of assets to their held for sale value and $3.2 million of expenses associated with the execution of a sublease for the facility.

²  As a result of the adoption of ASU 2017-07, certain pension and OPEB (costs) income have been reclassified from operating to non-operating income. The service cost component of pension and OPEB costs remains within segment operating income. Refer to Note 3, "Recently Adopted and New Accounting Standards," and Note 13, "Savings, Pension and Other Postretirement Benefit Plans," for additional detail.

³  Income (loss) from operations for the Consumer Products, Pulp and Paperboard and Corporate segments for the twelve months ended December 31, 2018 include $1.9 million, $0.5 million and $4.5 million respectively, of expenses associated with our selling, general and administrative cost and control measures.

⁴  Gain on divested assets for the twelve months ended December 31, 2018 relates to the sale of our Ladysmith, Wisconsin facility. For additional discussion, see Note 4 "Asset Divestiture."

⁵  Corporate expenses for 2016 include $2.7 million of expenses associated with the acquisition of Manchester Industries. Operating results subsequent to the acquisition of Manchester are included in the Pulp and Paperboard segment. Corporate expenses for 2016 also include a $3.5 million settlement accounting charge associated with a pension lump sum buyout for term-vested participants.

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⁶  Depreciation and amortization expense for the Consumer Products segment for the twelve months ended December 31, 2017 and 2016 includes accelerated depreciation of $3.7 million and $1.3 million, respectively, associated with the Oklahoma City facility closure.

For the twelve months ended December 31, 2018, 2017, and 2016 one customer, the Kroger Company, accounted for approximately 11.1%, 15.3%, and 13.4%, respectively, of our total company net sales.

Our manufacturing facilities and all other assets are located within the continental United States. We sell and ship our products to customers in many foreign countries. Net sales, classified by the major geographic areas in which our customers are located and by major products, were as follows:

(In thousands)	2018		2017		2016
Primary geographical markets:
United States	$	1,648,610	$	1,650,066	$	1,663,231
Other Countries	75,608		80,342		71,532
Total Net Sales	$	1,724,218	$	1,730,408	$	1,734,763
Major products:
Retail tissue	$	794,434	$	857,642	$	865,765
Paperboard	837,891		788,501		746,383
Non-retail tissue	88,214		81,044		121,291
Other	3,679		3,221		1,324
Total net sales	$	1,724,218	$	1,730,408	$	1,734,763

NOTE 20 Financial Results by Quarter (Unaudited)

	Three Months Ended
(In thousands—   except per-share   amounts)	March 31,						June 30,						September 30,						December 31,
	2018			2017			2018			2017			2018			2017			2018			2017
Net sales	$	436,952		$	437,525		$	432,099		$	429,663		$	426,460		$	426,504		$	428,707		$	436,716
Costs and   expenses:
Cost of sales	(392,433		)	(387,060		)	(387,154		)	(381,061		)	(376,221		)	(386,762		)	(382,204		)	(375,458		)
Selling, general and   administrative   expenses	(32,980		)	(29,955		)	(26,564		)	(29,454		)	(26,283		)	(34,582		)	(27,161		)	(34,891		)
Gain on divested   assets	—			—			—			—			22,944			—			1,008			—
Goodwill impairment	—			—			—			—			—			—			(195,079		)	—
Total operating   costs and   expenses	(425,413		)	(417,015		)	(413,718		)	(410,515		)	(379,560		)	(421,344		)	(603,436		)	(410,349		)
Income (loss) from   operations	11,539			20,510			18,381			19,148			46,900			5,160			(174,729		)	26,367
Net earnings (loss)	$	2,600		$	7,515		$	6,961		$	8,037		$	34,444		$	863		$	(187,772	)	$	80,924
Net earnings (loss)   per common   share1
Basic	$	0.16		$	0.46		$	0.42		$	0.49		$	2.09		$	0.05		$	(11.39	)	$	4.92
Diluted	0.16			0.45			0.42			0.48			2.08			0.05			(11.39		)	4.88

(1) The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of rounding and changes in the number of weighted-average shares outstanding for each period.

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NOTE 21 Supplemental Guarantor Financial Information

All of our directly and indirectly owned, domestic subsidiaries guarantee the 2013 Notes on a joint and several basis. There are no significant restrictions on the ability of the guarantor subsidiaries to make distributions to Clearwater Paper, the issuer of the 2013 Notes. The following tables present the results of operations, financial position and cash flows of Clearwater Paper and its subsidiaries, the guarantor and non-guarantor entities, and the eliminations necessary to arrive at the information for Clearwater Paper on a consolidated basis.

We acquired Manchester Industries on December 16, 2016 and their results of operations, financial position and cash flows are included below as a guarantor entity.

In the first quarter of 2018, the Company adopted a new accounting standard, ASU 2017-07, which resulted in a change in the presentation of pension and postretirement benefit (costs) income other than service costs on a line outside of “Income from operations.” The corresponding prior period amounts included in the Consolidating Statements of Operations and Comprehensive Income (Loss) have been reclassified to conform with the current period presentation.

Clearwater Paper Corporation

Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2018

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,752,343		$	194,914		$	(223,039	)	$	1,724,218
Costs and expenses:
Cost of sales	(1,583,009		)	(172,965		)	217,962			(1,538,012		)
Selling, general and administrative expenses	(92,236		)	(20,752		)	—			(112,988		)
Goodwill impairment	(195,079		)	—			—			(195,079		)
Gain on divested assets, net	—			23,952			—			23,952
Total operating costs and expenses	(1,870,324		)	(169,765		)	217,962			(1,822,127		)
(Loss) income from operations	(117,981		)	25,149			(5,077		)	(97,909		)
Interest expense, net	(30,115		)	(505		)	—			(30,620		)
Non-operating pension and other post employment benefit costs	(4,933		)	—			—			(4,933		)
(Loss) earnings before income taxes	(153,029		)	24,644			(5,077		)	(133,462		)
Income tax provision	(5,240		)	(6,343		)	1,278			(10,305		)
Equity in earnings of subsidiary	18,301			—			(18,301		)	—
Net (loss) earnings	$	(139,968	)	$	18,301		$	(22,100	)	$	(143,767	)
Other comprehensive loss, net of tax	(10,513		)	—			—			(10,513		)
Comprehensive (loss) income	$	(150,481	)	$	18,301		$	(22,100	)	$	(154,280	)

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Clearwater Paper Corporation

Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2017

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,707,283		$	242,222		$	(219,097	)	$	1,730,408
Costs and expenses:
Cost of sales	(1,525,645		)	(219,931		)	215,235			(1,530,341		)
Selling, general and administrative expenses	(98,412		)	(30,470		)	—			(128,882		)
Total operating costs and expenses	(1,624,057		)	(250,401		)	215,235			(1,659,223		)
Income (loss) from operations	83,226			(8,179		)	(3,862		)	71,185
Interest expense, net	(30,820		)	(554		)	—			(31,374		)
Non-operating pension and other post employment benefit income	1,143			—			—			1,143
Earnings (loss) before income taxes	53,549			(8,733		)	(3,862		)	40,954
Income tax benefit	34,250			20,644			1,491			56,385
Equity in earnings of subsidiary	11,911			—			(11,911		)	—
Net earnings	$	99,710		$	11,911		$	(14,282	)	$	97,339
Other comprehensive income, net of tax	7,770			—			—			7,770
Comprehensive income	$	107,480		$	11,911		$	(14,282	)	$	105,109

Clearwater Paper Corporation

Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2016

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,685,327		$	287,952		$	(238,516	)	$	1,734,763
Costs and expenses:
Cost of sales	(1,466,623		)	(263,577		)	236,641			(1,493,559		)
Selling, general and administrative expenses	(114,142		)	(14,053		)	—			(128,195		)
Gain on divested assets, net	1,755			—			—			1,755
Total operating costs and expenses	(1,579,010		)	(277,630		)	236,641			(1,619,999		)
Income from operations	106,317			10,322			(1,875		)	114,764
Interest expense, net	(30,462		)	(189		)	—			(30,651		)
Non-operating pension and other post employment benefit costs	(3,447		)	—			—			(3,447		)
Earnings before income taxes	72,408			10,133			(1,875		)	80,666
Income tax provision	(26,966		)	(4,802		)	656			(31,112		)
Equity in earnings of subsidiary	5,331			—			(5,331		)	—
Net earnings	$	50,773		$	5,331		$	(6,550	)	$	49,554
Other comprehensive income, net of tax	3,795			—			—			3,795
Comprehensive income	$	54,568		$	5,331		$	(6,550	)	$	53,349

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Clearwater Paper Corporation

Consolidating Balance Sheet

At December 31, 2018

(In thousands)	Issuer			Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	22,484		$	—	$	—		$	22,484
Receivables, net	127,952			17,567		—			145,519
Taxes receivable	16,634			41		(10,374		)	6,301
Inventories	222,960			48,361		(5,077		)	266,244
Other current assets	3,346			53		—			3,399
Total current assets	393,376			66,022		(15,451		)	443,947
Property, plant and equipment, net	1,192,716			76,555		—			1,269,271
Goodwill	35,074			—		—			35,074
Intangible assets, net	1,045			23,035		—			24,080
Intercompany (payable) receivable	(62,846		)	57,769		5,077			—
Investment in subsidiary	175,301			—		(175,301		)	—
Other assets, net	14,839			2,618		(1,711		)	15,746
TOTAL ASSETS	$	1,749,505		$	225,999	$	(187,386	)	$	1,788,118
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	120,833		$	—	$	—		$	120,833
Accounts payable and accrued liabilities	299,715			31,691		(10,374		)	321,032
Current liability for pensions and other   postretirement employee benefits	7,430			—		—			7,430
Total current liabilities	427,978			31,691		(10,374		)	449,295
Long-term debt	671,292			—		—			671,292
Liability for pensions and other   postretirement employee benefits	78,191			—		—			78,191
Other long-term obligations	38,977			—		—			38,977
Accrued taxes	1,918			867		—			2,785
Deferred tax liabilities	104,753			18,140		(1,711		)	121,182
TOTAL LIABILITIES	1,323,109			50,698		(12,085		)	1,361,722
Accumulated other comprehensive loss, net of tax	(67,348		)	—		—			(67,348		)
Stockholders’ equity excluding accumulated other comprehensive loss	493,744			175,301		(175,301		)	493,744
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,749,505		$	225,999	$	(187,386	)	$	1,788,118

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Clearwater Paper Corporation

Consolidating Balance Sheet

At December 31, 2017

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	15,738		$	—		$	—		$	15,738
Receivables, net	125,001			17,064			—			142,065
Taxes receivable	20,242			40			—			20,282
Inventories	228,311			41,594			(3,862		)	266,043
Other current assets	8,587			74			—			8,661
Total current assets	397,879			58,772			(3,862		)	452,789
Property, plant and equipment, net	936,659			114,323			—			1,050,982
Goodwill	244,161			—			—			244,161
Intangible assets, net	2,089			30,453			—			32,542
Intercompany (payable) receivable	(2,807		)	(1,055		)	3,862			—
Investment in subsidiary	157,000			—			(157,000		)	—
Other assets, net	21,413			2,696			(2,331		)	21,778
TOTAL ASSETS	$	1,756,394		$	205,189		$	(159,331	)	$	1,802,252
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	155,000		$	—		$	—		155,000
Accounts payable and accrued liabilities	235,439			21,182			—			256,621
Current liability for pensions and   other postretirement employee benefits	7,631			—			—			7,631
Total current liabilities	398,070			21,182			—			419,252
Long-term debt	570,524			—			—			570,524
Liability for pensions and other   postretirement employee benefits	72,469			—			—			72,469
Other long-term obligations	43,275			—			—			43,275
Accrued taxes	1,928			842			—			2,770
Deferred tax liabilities	94,694			26,165			(2,331		)	118,528
TOTAL LIABILITIES	1,180,960			48,189			(2,331		)	1,226,818
Accumulated other comprehensive loss, net of tax	(43,983		)	—			—			(43,983		)
Stockholders’ equity excluding   accumulated other comprehensive loss	619,417			157,000			(157,000		)	619,417
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,756,394		$	205,189		$	(159,331	)	$	1,802,252

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Clearwater Paper Corporation

Consolidating Statement of Cash Flows

Year Ended December 31, 2018

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) earnings	$	(139,968	)	$	18,301		$	(22,100	)	$	(143,767	)
Adjustments to reconcile net (loss) earnings to  net cash flows from operating activities:
Goodwill impairment	195,079			—			—			195,079
Depreciation and amortization	81,812			20,141			—			101,953
Equity-based compensation expense	3,314			—			—			3,314
Deferred taxes	15,019			(7,935		)	—			7,084
Employee benefit plans	(116		)	—			—			(116		)
Deferred issuance costs on debt	1,356			—			—			1,356
Gain on divested assets, net	—			(25,510		)	—			(25,510		)
Disposal of plant and equipment, net	727			(1		)	—			726
Other non-cash activity	146			—			—			146
Changes in working capital, net	24,455			904			(9,159		)	16,200
Change in taxes receivable, net	3,607			(1		)	10,374			13,980
Other, net	(1,790		)	244			—			(1,546		)
Net cash flows from operating activities	183,641			6,143			(20,885		)	168,899
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(293,766		)	(1,942		)	—			(295,708		)
Net proceeds from divested assets	70,930			—			—			70,930
Other, net	793			14			—			807
Net cash flows from investing activities	(222,043		)	(1,928		)	—			(223,971		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on short-term debt	630,848			—			—			630,848
Repayments of borrowings on short-term debt	(565,015		)	—			—			(565,015		)
Investment (to) from parent	(16,670		)	(4,215		)	20,885			—
Payment of tax withholdings on equity-   based payment arrangements	(413		)	—			—			(413		)
Payments for debt issuance costs	(2,139		)	—			—			(2,139		)
Net cash flows from financing activities	46,611			(4,215		)	20,885			63,281
Increase in cash, cash equivalents and restricted cash	8,209			—			—			8,209
Cash, cash equivalents and restricted cash at   beginning of period	16,738			—			—			16,738
Cash, cash equivalents and restricted cash at   end of period	$	24,947		$	—		$	—		$	24,947

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Clearwater Paper Corporation

Consolidating Statement of Cash Flows

Year Ended December 31, 2017

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	99,710		$	11,911		$	(14,282	)	$	97,339
Adjustments to reconcile net earnings to net cash   flows from operating activities:
Depreciation and amortization	76,862			28,128			—			104,990
Equity-based compensation expense	3,620			—			—			3,620
Deferred taxes	(16,957		)	(23,632		)	—			(40,589		)
Employee benefit plans	(4,371		)	—			—			(4,371		)
Deferred issuance costs on debt	1,199			—			—			1,199
Disposal of plant and equipment, net	512			3,541			—			4,053
Other non-cash activity	1,750			—			—			1,750
Changes in working capital, net	8,776			5,529			7,456			21,761
Change in taxes receivable, net	(5,099		)	(5		)	(5,469		)	(10,573		)
Other, net	2,585			(3,094		)	—			(509		)
Net cash flows from operating activities	168,587			22,378			(12,295		)	178,670
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(193,864		)	(5,884		)	—			(199,748		)
Other, net	283			668			—			951
Net cash flows from investing activities	(193,581		)	(5,216		)	—			(198,797		)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock	(4,875		)	—			—			(4,875		)
Borrowings on short-term debt	298,308			—			—			298,308
Repayments of borrowings on short-term debt	(278,308		)	—			—			(278,308		)
Investment from (to) parent	8,282			(20,577		)	12,295			—
Payment of tax withholdings on   equity-based payment arrangements	(1,127		)	—			—			(1,127		)
Payments for debt issuance costs	(134		)	—			—			(134		)
Net cash flows from financing activities	22,146			(20,577		)	12,295			13,864
Decrease in cash, cash equivalents and restricted cash	(2,848		)	(3,415		)	—			(6,263		)
Cash, cash equivalents and restricted cash at    beginning of period	19,586			3,415			—			23,001
Cash, cash equivalents and restricted cash at    end of period	$	16,738		$	—		$	—		$	16,738

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Clearwater Paper Corporation

Consolidating Statement of Cash Flows

Year Ended December 31, 2016

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	50,773		$	5,331		$	(6,550	)	$	49,554
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization	68,496			22,594			—			91,090
Equity-based compensation expense	12,385			—			—			12,385
Deferred taxes	18,860			605			(1,138		)	18,327
Employee benefit plans	(1,979		)	—			—			(1,979		)
Deferred issuance costs on debt	1,242			—			—			1,242
Disposal of plant and equipment, net	781			600			—			1,381
Other non-cash activities	740			18			—			758
Changes in working capital, net of acquisition	(642		)	774			(3,594		)	(3,462		)
Change in taxes receivable, net	1,078			(1,405		)	5,469			5,142
Other, net	(1,904		)	(921		)	1,138			(1,687		)
Net cash flows from operating activities	149,830			27,596			(4,675		)	172,751
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(145,579		)	(9,770		)	—			(155,349		)
Acquisition of Manchester Industries, net of cash acquired	(67,443		)	—			—			(67,443		)
Other, net	250			36			—			286
Net cash flows from investing activities	(212,772		)	(9,734		)	—			(222,506		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on short-term debt	1,273,959			—			—			1,273,959
Repayments of borrowings on short-term debt	(1,138,959		)	—			—			(1,138,959		)
Purchase of treasury stock	(65,327		)	—			—			(65,327		)
Investment from (to) parent	9,772			(14,447		)	4,675			—
Payments for debt issuance costs	(1,906		)	—			—			(1,906		)
Payment of tax withholdings on   equity-based payment arrangements	(933		)	—			—			(933		)
Other, net	312			—			—			312
Net cash flows from financing activities	76,918			(14,447		)	4,675			67,146
Increase in cash, cash equivalents and restricted cash	13,976			3,415			—			17,391
Cash, cash equivalents and restricted cash at   beginning of period	5,610			—			—			5,610
Cash, cash equivalents and restricted cash at   end of period	$	19,586		$	3,415		$	—		$	23,001

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Clearwater Paper Corporation:

Opinion on the ConsolidatedFinancial Statements

We have audited the accompanying consolidated balance sheets of Clearwater Paper Corporation and subsidiaries (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 18, 2019 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company’s auditor since 2007.

Seattle, Washington

March 18, 2019

88

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Clearwater Paper Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Clearwater Paper Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements), and our report dated March 18, 2019 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses have been identified and included in management’s assessment related to an insufficient complement of knowledgeable and experienced resources and inadequate risk assessment with respect to events and transactions outside the ordinary course of business, and, as a result, insufficient controls over the identification and accounting implications of changes to payment arrangements with vendors. The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2018 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions

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are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Seattle, Washington

March 18, 2019

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ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal year covered by this annual report on Form 10-K. Based on that evaluation, the CEO and CFO have concluded that, due to material weaknesses in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2018 to meet the objective for which they were designed.

The material weaknesses resulted from the following series of events.In 2018, we entered into certain significant transactions and experienced certain events outside the ordinary course of our business. Among others, in connection with the expansion of our facility located in Shelby, North Carolina, the payments for certain vendor agreements were processed through our supply chain financing program. The supply chain financing program allowed our vendors to finance their receivables directly with third party payors in order to receive payment of the invoices earlier than their payment terms with us. Following the implementation of our supply chain financing program, we subsequently discovered that we had been reimbursing some of our vendors for the difference between the amount of their invoice and the amount they receive from the third party payors. This resulted in certain payables incurred as part of the supply chain financing program and initially classified as trade payables being reclassified as debt.  During 2018, we also experienced significant staffing changes. 

Notwithstanding the identified material weaknesses, management has concluded that the consolidated financial statements included in this annual report on Form 10-K fairly present in all material respects the Company’s financial position, results of operations and cash flows at and for the periods presented in accordance with U.S. generally accepted accounting principles (“GAAP”).

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of

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unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Under the supervision of and with the participation of our CEO and our CFO and with the oversight of the Audit Committee of the Board of Directors, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“2013 Framework”).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Based on our evaluation under the 2013 Framework, our management identified the following material weaknesses as of December 31, 2018:

(i) With respect to events and transactions outside the ordinary course of business:

a. we did not maintain a sufficient complement of personnel with the appropriate knowledge and experience in generally accepted accounting principles and their application to our financial reporting processes and related internal controls; and

b. we did not conduct effective risk assessment that adequately identified, assessed and addressed risks of material misstatement in the financial statements, including fraud risks and risks from changes in our operations and organizational structure.

(ii) As a consequence, we did not design and maintain effective process-level controls over the identification and accounting implications of changes made to payment arrangements with vendors.

These material weaknesses resulted in certain immaterial misstatements in accounts payable and accrued liabilities and short-term debt, and related presentation in the consolidated statement of cash flows in the preliminary consolidated financial statements as of and for the year ended December 31, 2018 that were corrected prior to the issuance of the consolidated financial statements. These control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis, and therefore we have concluded that the deficiencies represent material weaknesses in internal control over financial reporting and our internal control over financial reporting was not effective as of December 31, 2018.

Our independent registered public accounting firm, KPMG LLP, has expressed an adverse opinion on the effectiveness of our internal control over financial reporting, as stated in its report which is included on pages 89-90 in Item 8A of this annual report on Form 10-K.

Remedial Actions

We plan to address the material weaknesses identified by hiring additional accounting personnel, by implementing enhanced controls governing our risk management committee, our disclosure committee and our sub-certifications, and by designing additional controls over the documentation and application of technical accounting guidance with particular emphasis on events outside the ordinary course of business, including changes to payment arrangements with vendors.

Management believes that the remediation efforts to be undertaken will effectively remediate the material weaknesses. As we continue to evaluate and work to improve our internal control over financial reporting, management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above. We cannot assure you, however, when we will remediate such weaknesses, nor can we be certain of whether additional actions will be required or the costs of any such actions.

Changes in Internal Controls

Other than the identification and assessment of the material weaknesses described above, there was no change in our internal control over financial reporting during the quarter ended December 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

Other Information

None.

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Part III

ITEM 10.

Directors, Executive Officers and Corporate Governance

Information regarding our directors is set forth under the heading “Board of Directors” in our definitive proxy statement, to be filed on or about April 2, 2019, for the 2019 Annual Meeting of Stockholders, referred to in this report as the 2019 Proxy Statement, which information is incorporated herein by reference. Information concerning Executive Officers is included in Part I of this report in Item 1. Information regarding reporting compliance with Section 16(a) for directors, officers or other parties is set forth under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2019 Proxy Statement and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics that applies to all directors and employees and a Code of Ethics for Senior Financial Officers that applies to our CEO, CFO, the President, the Controller and other Senior Financial Officers identified by our Board of Directors. You can find each code on our website by going to the following address: www.clearwaterpaper.com, selecting “Investor Relations” and “Corporate Governance,” then selecting the link for “Code of Business Conduct and Ethics" or "Code of Ethics for Senior Financial Officers.” We will post any amendments, as well as any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange, on our website. To date, no waivers of the Code of Ethics for Senior Financial Officers have been considered or granted.

Our Board of Directors has adopted corporate governance guidelines and charters for the Board of Directors’ Audit Committee, Compensation Committee, and Nominating and Governance Committee. You can find these documents on our website by going to the following address: www.clearwaterpaper.com, selecting “Investor Relations” and “Corporate Governance,” then selecting the appropriate link.

The Audit Committee of our Board of Directors is an “audit committee” for purposes of Section 3(a)(58) of the Exchange Act. As of January 1, 2019, the members of that committee were William D. Larsson (Chair), Kevin J. Hunt, and Alexander Toeldte. The Board of Directors has determined that Messrs. Larsson, Hunt and Toeldte are “audit committee financial experts” and that all of the members of the Audit Committee are “independent” as defined under the applicable rules and regulations of the SEC and the listing standards of the New York Stock Exchange.

ITEM 11.

Executive Compensation

Information required by Item 11 of Part III is included under the heading “Executive Compensation Discussion and Analysis” in our 2019 Proxy Statement, to be filed on or about April 2, 2019, relating to our 2019 Annual Meeting of Stockholders and is incorporated herein by reference.

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ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by Item 12 of Part III is included in our 2019 Proxy Statement, to be filed on or about April 2, 2019, relating to our 2019 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

Information required by Item 13 of Part III is included under the heading “Transactions with Related Persons” in our 2019 Proxy Statement, to be filed on or about April 2, 2019, relating to our 2019 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 14.

Principal Accounting Fees and Services

Information required by Item 14 of Part III is included under the heading “Fees Paid to Independent Registered Public Accounting Firm” in our 2019 Proxy Statement, to be filed on or about April 2, 2019, relating to our 2019 Annual Meeting of Stockholders and is incorporated herein by reference.

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PART IV

ITEM 15.

Exhibits, Financial Statement Schedules

FINANCIAL STATEMENTS

Our consolidated financial statements are listed in the Index to Consolidated Financial Statements on page 43 of this report.

FINANCIAL STATEMENT SCHEDULES

All schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements, including the notes thereto.

EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
3.1*	Restated Certificate of Incorporation of the Company, effective as of December 16, 2008, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 18, 2008).
3.2*	Amended and Restated Bylaws of the Company, effective as of December 16, 2008 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 18, 2008).
4.1*	Indenture, dated as of January 23, 2013, by and among Clearwater Paper Corporation (the “Registrant”), the Guarantors (as defined therein) and U.S. Bank National Association, as trustee, (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on January 24, 2013).
4.2*	Form of 4.500% Senior Notes due 2023 (incorporated by reference as Exhibit A to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on January 24, 2013).
4.3*	Indenture, dated as of July 29, 2014, by and among Clearwater Paper Corporation (the “Registrant”), the Guarantors (as defined therein) and U.S. Bank National Association, as trustee, (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on July 29, 2014).
4.4*	Form of 5.375% Senior Notes due 2025 (incorporated by reference as Exhibit A to the Indenture filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on July 29, 2014).
10.1*	Commercial Bank Agreement, dated as of October 31, 2016, by and among the financial institutions signatory thereto, Wells Fargo Bank, National Association and Clearwater Paper Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 3, 2016).
10.1(i)*	Amendment to Commercial Bank Agreement, effective as of December 31, 2017, by and among the financial institutions signatory thereto, Wells Fargo Bank, National Association and Clearwater Paper Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2018).

95

10.1(ii)*	Amendment No. 2 to the Credit Agreement and Amendment to the Collateral Agreement, effective as of June 27, 2018, by and among the financial institutions signatory thereto, Wells Fargo Bank, National Association and Clearwater Paper Corporation (incorporated by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q filed with the Commission for the quarter ended June 30, 2018).
10.1(iii)*	Amendment No. 3 to the Credit Agreement, effective as of August 21, 2018, by and among the financial institutions signatory thereto, Wells Fargo Bank, National Association and Clearwater Paper Corporation (incorporated by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q filed with the Commission for the quarter ended September 30, 2018).
10.1(iv)	Amendment No. 4 to the Credit Agreement, effective as of November 8, 2018, by and among the financial institutions signatory thereto, Wells Fargo Bank, National Association and Clearwater Paper Corporation.
10.2*	Farm Credit Agreement, dated as of October 31, 2016, by and among the financial institutions signatory thereto, Northwest Farm Credit Services, PCA, and Clearwater Paper Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 3, 2016).
10.2(i)*	Amendment to Farm Credit Agreement, effective as of December 31, 2017, by and among the financial institutions signatory thereto, Northwest Farm Credit Services, PCA, and Clearwater Paper Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2018).
10.2(ii)*	Amendment No. 2 to Credit Agreement and Amendment to the Collateral Agreement, effective as of June 27, 2018, by and among the financial institutions signatory thereto, Northwest Farm Credit Services, PCA, and Clearwater Paper Corporation (incorporated by reference to Exhibit 10(iii) to the Company’s Quarterly Report on Form 10-Q filed with the Commission for the quarter ended June 30, 2018).
10.2(iii)*	Amendment No. 3 to the Credit Agreement, effective as of August 21, 2018, by and among the financial institutions signatory thereto, Northwest Farm Credit Services, PCA, and Clearwater Paper Corporation (incorporated by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q filed with the Commission for the quarter ended September 30, 2018).
10.2(iv)	Amendment No. 4 to the Credit Agreement, effective as of November 8, 2018, by and among the financial institutions signatory thereto, Northwest Farm Credit Services, PCA, and Clearwater Paper Corporation.
10.3*1	Form of Indemnification Agreement entered into between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.15 to Amendment No. 4 to the Company’s Registration Statement on Form 10 filed with the Commission on November 19, 2008).
10.4*1	Employment Agreement between Linda K. Massman and the Company, dated effective January 1, 2016 (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the Commission February 22, 2016).
10.4(i)*1	Amendment to Employment Agreement between Linda K. Massman and the Company, dated effective January 1, 2018 (incorporated by reference to Exhibit 10(ii) to the Company’s Current Report on Form 8-K filed with the Commission on March 9, 2018).
10.5*1	Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 8, 2015).

96

10.5(i)*1	Amendment to the Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan, effective January 1, 2017 (incorporated by reference to Exhibit 10.5(i) to the Company's Annual Report on Form 10-K filed with the Commission on February 22, 2017).
10.5(ii)*1	Clearwater Paper Corporation 2017 Stock Incentive Plan (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2017).
10.6*1	Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan—Form of Performance Share Agreement to be used for annual performance share awards approved subsequent to December 31, 2015 (incorporated by reference to Exhibit 10.6(iv) to the Company’s Annual Report on Form 10-K filed with the Commission February 22, 2016).
10.6(i)*1	Clearwater Paper Corporation—Form of Performance Share Agreement, as amended and restated, to be used for annual performance share awards approved subsequent to December 31, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on February 10, 2017).
10.6(ii)*1	Clearwater Paper Corporation-Form of Performance Share Agreement, as amended and restated, to be used for annual performance share awards approved subsequent to December 31, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on February 14, 2019).
10.7*1	Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit Agreement, as amended and restated December 1, 2009, to be used for annual restricted stock unit awards approved subsequent to December 31, 2009, (incorporated by reference to Exhibit 10.12(ii) to the Company's Current Report on Form 8-K filed with the Commission on December 4, 2009).
10.7(i)*1	Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of RSU Deferral Agreement for Founders Grant RSUs (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on December 14, 2011).
10.7(ii)*1	Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan—Form of Restricted Stock Unit Agreement, to be used for restricted stock unit awards approved subsequent to December 31, 2015 (incorporated by reference to Exhibit 10.7(xii) to the Company’s Annual Report on Form 10-K filed with the Commission February 22, 2016).
10.7(iii)*1	Clearwater Paper Corporation—Form of Restricted Stock Unit Agreement, as amended and restated, to be used for restricted stock unit awards approved subsequent to December 31, 2016 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on February 10, 2017).
10.7(iv)*1	Clearwater Paper Corporation-Form of Restricted Stock Unit Agreement, as amended and restated, to be used for restricted stock unit awards approved subsequent to December 31, 2017 (incorporated by reference to Exhibit 10.7(x) to the Company’s Annual Report on Form 10-K filed with the Commission on February 21, 2018).
10.8*1	Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s current Report on Form 8-K filed with the Commission on February 18, 2014).
10.8(i)*1	Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Amendment of Stock Option Agreement, effective as of January 1, 2015 (incorporated by reference to Exhibit 10.7(i) to the Company's Annual Report on Form 10-K filed with the Commission on February 26, 2015).
10.8(ii)*1	Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Stock Option Agreement, to be used for annual restricted stock unit awards approved subsequent to December 31, 2014 (incorporated by reference to Exhibit 10.7(ii) to the Company's Annual Report on Form 10-K filed with the Commission on February 26, 2015).

97

10.8(iii)*1	Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan—Form of Stock Option Agreement, to be used for annual restricted stock unit awards approved subsequent to December 31, 2015 (incorporated by reference to Exhibit 10.8(iii) to the Company’s Annual Report on Form 10-K filed with the Commission February 22, 2016).
10.8(iv)*1	Clearwater Paper Corporation— Form of Stock Option Agreement, as amended and restated, to be used for annual restricted stock unit awards approved subsequent to December 31, 2016 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Commission on February 10, 2017).
10.8(v)*1	Clearwater Paper Corporation- Form of Stock Option Agreement, as amended and restated, to be used for annual restricted stock unit awards approved subsequent to December 31, 2017 Clearwater Paper Corporation- Form of Stock Option Agreement, as amended and restated, to be used for annual restricted stock unit awards approved subsequent to December 31, 2017 (incorporated by reference to Exhibit 10.8(v) to the Company’s Annual Report on Form 10-K filed with the Commission on February 21, 2018).
10.9*1	Clearwater Paper Corporation Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 9, 2014).
10.9(i)*1	Amendment to the Clearwater Paper Corporation Annual Incentive Plan, effective as of January 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 10-Q filed with the Commission on July 27, 2016).
10.10*1	Amended and Restated Clearwater Paper Corporation Management Deferred Compensation Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the Commission for the year ended December 31, 2016).
10.11*1	Clearwater Paper Executive Severance Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Commission on February 20, 2014).
10.11(i)*1	Clearwater Paper Amended Executive Severance Plan (incorporated by reference to Exhibit 10(i) to the Company’s Current Report on Form 8-K filed with the Commission on March 9, 2018).
10.12*1	Amended and Restated Clearwater Paper Corporation Salaried Supplemental Benefit Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Commission for the year ended December 31, 2016).
10.13*1	Clearwater Paper Corporation Benefits Protection Trust Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the Commission for the year ended December 31, 2008).
10.13(i)*1	Amendment to the Clearwater Paper Corporation Benefits Protection Trust Agreement, dated August 8, 2013 (incorporated by reference to Exhibit 10.16(i) to the Company's Quarterly Report on Form 10-Q filed with the Commission for the quarter ended September 30, 2013).
10.14*1	Amended and Restated Clearwater Paper Corporation Deferred Compensation Plan for Directors, (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 7, 2017).
10.14(i)*1	Amended and Restated Clearwater Paper Corporation Deferred Compensation Plan for Directors, (incorporated by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q filed with the Commission for the quarter ended June 30, 2018).
10.15*1	Clearwater Paper Change of Control Plan (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the Commission on February 20, 2014).
(21)	Clearwater Paper Corporation Subsidiaries.

98

(23)	Consent of Independent Registered Public Accounting Firm.
(24)	Powers of Attorney.
(31)	Rule 13a-14(a)/15d-14(a) Certifications.
(32)	Furnished statements of the Chief Executive Officer and Chief Financial Officer under 18 U.S.C. Section 1350.
101	Pursuant to Rule 405 of Regulation S-T, the following financial information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, is formatted in XBRL interactive data files: (i) Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016; (ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 and 2016; (iii) Consolidated Balance Sheets at December 31, 2018 and 2017, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016, (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2018, 2017 and 2016 and (vi) Notes to Consolidated Financial Statements.

       * Incorporated by reference.

¹  Management contract or compensatory plan, contract or arrangement.

99

ITEM 16.

Form 10-K Summary

Not applicable.

100

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CLEARWATER PAPER CORPORATION
	(Registrant)
By	/s/    Linda K. Massman
	Linda K. Massman President, Chief Executive Officer and Director (Principal Executive Officer)

Date: March 18, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

			Date
By	/s/    Linda K. Massman	President, Chief Executive Officer and Director (Principal Executive Officer)	March 18, 2019
	Linda K. Massman
By	/s/    John D. Hertz	Senior Vice President, Finance and Chief Financial Officer (Duly Authorized Officer; Principal Financial Officer)	March 18, 2019
	John D. Hertz
By	/s/    Robert N. Dammarell	Vice President, Corporate Controller (Duly Authorized Officer; Principal Accounting Officer)	March 18, 2019
	Robert N. Dammarell
	* Alexander Toeldte	Director and Chair of the Board	March 18, 2019
	* Kevin J. Hunt	Director	March 18, 2019
	* William D. Larsson	Director	March 18, 2019
	* John P. O'Donnell	Director	March 18, 2019

*By	/s/    Michael S. Gadd
	Michael S. Gadd (Attorney-in-fact)

101

EX-10.1(IV)

Exhibit 10.1(iv)

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT

This AMENDMENT NO. 4 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of November 8, 2018, is entered into by and among (1) CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Borrower”); (2) Lenders (as defined below) constituting the Required Lenders (as defined in the Credit Agreement referred to below); and (3) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”):

WHEREAS the Borrower, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent have previously entered into that certain Credit Agreement, dated as of October 31, 2016 (as amended and in effect immediately prior to the date hereof, the “Existing Credit Agreement” and as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, including, but not limited to, by this Amendment, the “Credit Agreement”);

WHEREAS the Borrower has requested that the Administrative Agent and the Required Lenders make amendments to the Existing Credit Agreement as set forth in this Amendment; and

WHEREAS the Administrative Agent and the Lenders that are signatories hereto, constituting Required Lenders, are willing to grant such request on the terms and subject to the conditions set forth in this Amendment;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Definitions. Capitalized terms are used in this Amendment as defined in the Credit Agreement unless otherwise defined herein.

2.Amendments to the Existing Credit Agreement.

(a)On the terms of this Amendment and subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Existing Credit Agreement is amended to effect such changes as are required to conform the Existing Credit Agreement to the revised version set forth in Annex A attached hereto.

(b)Exhibit F of the Existing Credit Agreement is amended and restated in its entirety with Exhibit F attached hereto as Annex B.

3.Conditions Precedent to the Effectiveness of this Amendment. The provisions of Section 2 of this Amendment are conditioned upon, and such provisions shall not be effective until, satisfaction of the following conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Amendment Effective Date”):

(a)The Administrative Agent shall have received, on behalf of the Lenders, this Amendment, duly executed and delivered by the Borrower, the Required Lenders and the Administrative Agent (and consented to by the Guarantors);

1

(a)The Administrative Agent shall have received, on behalf of the Lenders, this Amendment, duly executed and delivered by the Borrower, the Required Lenders and the Administrative Agent (and consented to by the Guarantors);

(b)The Administrative Agent shall have received evidence that the FCS Agent has consented to the execution of this Amendment (pursuant to documentation in form and substance reasonably acceptable to the Administrative Agent);

(c)The Administrative Agent shall have received a corresponding amendment to the FCS Facility, duly executed by each party thereto (and consented to by the Guarantors (as defined under the FCS Facility)) in form and substance reasonably satisfactory to the Administrative Agent;

(d)No Default or Event of Default shall have occurred and be continuing; and

(e)The representations and warranties set forth in this Amendment shall be true and correct in all material respects as of the Amendment Effective Date (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date).

1.Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment and to amend the Existing Credit Agreement in the manner provided in this Amendment, the Borrower represents and warrants to the Administrative Agent and each Lender as follows:

(a)Authorization of Agreements; Enforceability. The Borrower has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment in accordance with its terms. This Amendment has been duly executed and delivered by duly authorized officers of the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

(b)Representations and Warranties in the Credit Agreement. The Borrower confirms that as of the Amendment Effective Date, (i) the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date) and (ii) no Default or Event of Default has occurred and is continuing.

2.Miscellaneous.

(a)Reference to and Effect on the Existing Credit Agreement and the other Loan Documents.

(i)Except as specifically amended by this Amendment and the documents executed and delivered in connection herewith, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed by the Borrower in all respects.

2

(a)The Administrative Agent shall have received evidence that the FCS Agent has consented to the execution of this Amendment (pursuant to documentation in form and substance reasonably acceptable to the Administrative Agent);

(b)The Administrative Agent shall have received a corresponding amendment to the FCS Facility, duly executed by each party thereto (and consented to by the Guarantors (as defined under the FCS Facility)) in form and substance reasonably satisfactory to the Administrative Agent;

(c)No Default or Event of Default shall have occurred and be continuing; and

(d)The representations and warranties set forth in this Amendment shall be true and correct in all material respects as of the Amendment Effective Date (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date).

1.Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment and to amend the Existing Credit Agreement in the manner provided in this Amendment, the Borrower represents and warrants to the Administrative Agent and each Lender as follows:

(a)Authorization of Agreements; Enforceability. The Borrower has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment in accordance with its terms. This Amendment has been duly executed and delivered by duly authorized officers of the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

(b)Representations and Warranties in the Credit Agreement. The Borrower confirms that as of the Amendment Effective Date, (i) the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date) and (ii) no Default or Event of Default has occurred and is continuing.

2.Miscellaneous.

(e)Reference to and Effect on the Existing Credit Agreement and the other Loan Documents.

(i)Except as specifically amended by this Amendment and the documents executed and delivered in connection herewith, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed by the Borrower in all respects.

[This Space Intentionally Left Blank]

3

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

BORROWER:

CLEARWATER PAPER CORPORATION,

a Delaware corporation

By: /s/ John Hertz

Name:John D. Hertz

Title: SVP, Finance and CFO

4

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent and a Lender

By: /s/ Brad Ruland

Name:Brad Ruland

Title: Senior Vice President

5

[BANK OF AMERICA, N.A.,]

as a Lender

By:/s/ Daryl K. Hogge

Name: Daryl K. Hogge

Title: Senior Vice President

6

[JPMORGAN CHASE BANK, N.A.],

as a Lender

By:/s/ Ling Li

Name: Ling Li

Title: Executive Director

7

[GOLDMAN SACHS BANK USA],

as a Lender

By:/s/ Jamie Minieri

Name: Jamie Minieri

Title: Authorized Signatory

8

[U.S. BANK NATIONAL ASSOCIATION],

as a Lender

By:/s/ Glenn Leyrer

Name: Glenn Leyrer

Title: Vice President

9

The undersigned hereby acknowledge and consent to the foregoing Amendment and confirm and agree that the Guaranty executed by the undersigned in connection with the Credit Agreement remains in full force and effect in accordance with its terms and is hereby reaffirmed, confirmed and ratified by the undersigned, and the undersigned hereby confirm that the representations and warranties contained in such Guaranty (including any incorporated by reference to the Credit Agreement) are (before and after giving effect to this Amendment) true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct in all material respects as of such specific date); provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this confirmation.

GUARANTORS:

CELLU TISSUE HOLDINGS, INC.

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance and Chief Financial Officer

CELLU TISSUE - LONG ISLAND, LLC

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance and Chief Financial Officer

CELLU TISSUE CORPORATION-NEENAH

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance and Chief Financial Officer

CELLU TISSUE CORPORATION - OKLAHOMA CITY

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance and Chief Financial Officer

10

CELLU TISSUE - THOMASTON, LLC

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance and Chief Financial Officer

CLEARWATER FIBER, LLC

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance and Chief Financial Officer

TRULY BRANDS, LLC

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance and Chief Financial Officer

MANCHESTER INDUSTRIES INC. OF VIRGINIA

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance and Chief Financial Officer

11

Annex A

(To Be Attached Separately)

12

Annex A

Published CUSIP Number:18538YAA6

Revolving Credit CUSIP Number:18538YAB4

$200,000,000

CREDIT AGREEMENT

dated as of October 31, 2016,

by and among

CLEARWATER PAPER CORPORATION,

as Borrower,

the Lenders and Issuing Lenders referred to herein,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

Sole Lender and as an Issuing Lender

WELLS FARGO SECURITIES, LLC,

as Sole Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS		1
SECTION 1.1	Definitions	1
SECTION 1.2	Other Definitions and Provisions	30
SECTION 1.3	Accounting Terms	30
SECTION 1.4	UCC Terms	30
SECTION 1.5	Rounding	31
SECTION 1.6	References to Agreement and Laws	31
SECTION 1.7	Times of Day	31
SECTION 1.8	Letter of Credit Amounts	31
SECTION 1.9	Guarantees	31
SECTION 1.10	Covenant Compliance Generally	31
ARTICLE II REVOLVING CREDIT FACILITY		32
SECTION 2.1	Revolving Credit Loans	32
SECTION 2.2	Swingline Loans	32
SECTION 2.3	Procedure for Advances of Revolving Credit Loans and Swingline Loans	34
SECTION 2.4	Repayment and Prepayment of Revolving Credit and Swingline Loans	34
SECTION 2.5	Permanent Reduction of the Revolving Credit Commitment	36
SECTION 2.6	Termination of Revolving Credit Facility	36
ARTICLE III LETTER OF CREDIT FACILITY		36
SECTION 3.1	L/C Facility	36
SECTION 3.2	Procedure for Issuance of Letters of Credit	37
SECTION 3.3	Commissions and Other Charges	37
SECTION 3.4	L/C Participations	38
SECTION 3.5	Reimbursement Obligation of the Borrower	39
SECTION 3.6	Obligations Absolute	39
SECTION 3.7	Effect of Letter of Credit Application	40
SECTION 3.8	Resignation of Issuing Lenders	40
SECTION 3.9	Reporting of Letter of Credit Information and L/C Commitment	40
SECTION 3.10	Letters of Credit Issued for Subsidiary Guarantors	41
ARTICLE IV GENERAL LOAN PROVISIONS		41
SECTION 4.1	Interest	41

i

TABLE OF CONTENTS

(continued)

     Page

SECTION 4.2	Notice and Manner of Conversion or Continuation of Loans	42
SECTION 4.3	Fees	43
SECTION 4.4	Manner of Payment	43
SECTION 4.5	Evidence of Indebtedness	44
SECTION 4.6	Sharing of Payments by Lenders	44
SECTION 4.7	Administrative Agent’s Clawback	45
SECTION 4.8	Changed Circumstances	46
SECTION 4.9	Indemnity	46
SECTION 4.10	Increased Costs	47
SECTION 4.11	Taxes	48
SECTION 4.12	Mitigation Obligations; Replacement of Lenders	52
SECTION 4.13	Incremental Loans	53
SECTION 4.14	Cash Collateral	56
SECTION 4.15	Defaulting Lenders	57
ARTICLE V CONDITIONS OF CLOSING AND BORROWING		59
SECTION 5.1	Conditions to Closing and Initial Extensions of Credit	59
SECTION 5.2	Conditions to All Extensions of Credit	63
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES		64
SECTION 6.1	Organization; Power; Qualification	64
SECTION 6.2	Ownership	64
SECTION 6.3	Authorization; Enforceability	64
SECTION 6.4	Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc	64
SECTION 6.5	Compliance with Law; Governmental Approvals	65
SECTION 6.6	Tax Returns and Payments	65
SECTION 6.7	Intellectual Property Matters	65
SECTION 6.8	Environmental Matters	66
SECTION 6.9	Employee Benefit Matters	66
SECTION 6.10	Margin Stock	67
SECTION 6.11	Government Regulation	67
SECTION 6.12	Employee Relations	68
SECTION 6.13	Financial Statements	68
SECTION 6.14	No Material Adverse Effect	68

ii

TABLE OF CONTENTS

(continued)

     Page

SECTION 6.15	Solvency	68
SECTION 6.16	Title to Properties	68
SECTION 6.17	Litigation	68
SECTION 6.18	Anti-Corruption Laws and Sanctions	68
SECTION 6.19	Absence of Defaults	69
SECTION 6.20	Senior Indebtedness Status	69
SECTION 6.21	Disclosure	69
ARTICLE VII AFFIRMATIVE COVENANTS		69
SECTION 7.1	Financial Statements and Budgets	69
SECTION 7.2	Certificates; Other Reports	70
SECTION 7.3	Notice of Litigation and Other Matters	71
SECTION 7.4	Preservation of Corporate Existence and Related Matters	72
SECTION 7.5	Maintenance of Property and Licenses	72
SECTION 7.6	Insurance	72
SECTION 7.7	Accounting Methods and Financial Records	73
SECTION 7.8	Payment of Taxes and Other Obligations	73
SECTION 7.9	Compliance with Laws and Approvals	73
SECTION 7.10	Environmental Laws	73
SECTION 7.11	Compliance with ERISA	73
SECTION 7.12	Visits and Inspections	73
SECTION 7.13	Additional Subsidiaries	74
SECTION 7.14	Use of Proceeds	75
SECTION 7.15	Compliance with Anti-Corruption Laws and Sanctions	76
SECTION 7.16	Further Assurances	76
SECTION 7.17	Post-Closing Matters	76
ARTICLE VIII NEGATIVE COVENANTS		76
SECTION 8.1	Indebtedness	76
SECTION 8.2	Liens	78
SECTION 8.3	Investments	80
SECTION 8.4	Fundamental Changes	82
SECTION 8.5	Asset Dispositions	83
SECTION 8.6	Restricted Payments	84

iii

TABLE OF CONTENTS

(continued)

     Page

SECTION 8.7	Transactions with Affiliates	84
SECTION 8.8	Accounting Changes; Organizational Documents	85
SECTION 8.9	Payments and Modifications of Subordinated Indebtedness	85
SECTION 8.10	No Further Negative Pledges; Restrictive Agreements	86
SECTION 8.11	Nature of Business	87
SECTION 8.12	Sale Leasebacks	87
SECTION 8.13	Financial Covenants	87
SECTION 8.14	Disposal of Subsidiary Interests	87
ARTICLE IX DEFAULT AND REMEDIES		87
SECTION 9.1	Events of Default	87
SECTION 9.2	Remedies	89
SECTION 9.3	Rights and Remedies Cumulative; Non-Waiver; etc	90
SECTION 9.4	Crediting of Payments and Proceeds	91
SECTION 9.5	Administrative Agent May File Proofs of Claim	92
SECTION 9.6	Credit Bidding	92
SECTION 9.7	Lender Action	92
SECTION 9.8	Intercreditor Agreement	93
ARTICLE X THE ADMINISTRATIVE AGENT		93
SECTION 10.1	Appointment and Authority	93
SECTION 10.2	Rights as a Lender	94
SECTION 10.3	Exculpatory Provisions	94
SECTION 10.4	Reliance by the Administrative Agent	95
SECTION 10.5	Delegation of Duties	95
SECTION 10.6	Resignation of Administrative Agent	95
SECTION 10.7	Non-Reliance on Administrative Agent and Other Lenders	97
SECTION 10.8	No Other Duties, Etc	97
SECTION 10.9	Collateral and Guaranty Matters	97
SECTION 10.10	Secured Hedge Agreements and Secured Cash Management Agreements	98
ARTICLE XI MISCELLANEOUS		98
SECTION 11.1	Notices	98
SECTION 11.2	Amendments, Waivers and Consents	100
SECTION 11.3	Expenses; Indemnity	102

iv

TABLE OF CONTENTS

(continued)

     Page

SECTION 11.4	Right of Setoff	105
SECTION 11.5	Governing Law; Jurisdiction, Etc	105
SECTION 11.6	Waiver of Jury Trial	106
SECTION 11.7	Reversal of Payments	106
SECTION 11.8	Successors and Assigns; Participations	106
SECTION 11.9	Treatment of Certain Information; Confidentiality	110
SECTION 11.10	Performance of Duties	111
SECTION 11.11	All Powers Coupled with Interest	112
SECTION 11.12	Survival	112
SECTION 11.13	Titles and Captions	112
SECTION 11.14	Severability of Provisions	112
SECTION 11.15	Counterparts; Integration; Effectiveness; Electronic Execution	112
SECTION 11.16	Term of Agreement	113
SECTION 11.17	USA PATRIOT Act	113
SECTION 11.18	Independent Effect of Covenants	113
SECTION 11.19	No Advisory or Fiduciary Responsibility	113
SECTION 11.20	Inconsistencies with Other Documents	114
SECTION 11.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	114

v

EXHIBITS
Exhibit A-1	-	Form of Revolving Credit Note Exhibit A-2
Exhibit B	-	Form of Notice of Borrowing
Exhibit C	-	Form of Notice of Account Designation
Exhibit D	-	Form of Notice of Prepayment
Exhibit E	-	Form of Notice of Conversion/Continuation Exhibit F
Exhibit G	-	Form of Assignment and Assumption
Exhibit H-1	-	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)
Exhibit H-2	-	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
Exhibit H-3	-	Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
Exhibit H-4	-	Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)

SCHEDULES
Schedule 1.1	-	Existing Letters of Credit
Schedule 1.1(b)	-	Commitments and Commitment Percentages Schedule 6.1
Schedule 6.2	-	Subsidiaries and Capitalization Schedule 6.9
Schedule 6.12	-	Labor and Collective Bargaining Agreements Schedule 6.17
Schedule 7.17	-	Post-Closing Matters Schedule 8.1
Schedule 8.2	-	Existing Liens
Schedule 8.3	-	Existing Loans, Advances and Investments Schedule 8.7
Schedule 8.7	-	Transactions with Affiliates

vi

CREDIT AGREEMENT, dated as of October 31, 2016, by and among CLEARWATER PAPER CORPORATION, a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

STATEMENT OF PURPOSE

The Borrower has requested, and subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders have agreed to extend, certain credit facilities to the Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which any Credit Party or any of its Subsidiaries (a) acquires all or substantially all of the assets of any Person, or any division or line of business thereof, whether through the purchase of assets, merger or otherwise or (b) acquires (in one transaction or as the most recent transaction in a series of transactions) all of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or all of the outstanding ownership interests of a partnership or limited liability company.

“Administrative Agent” means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 10.6.

“Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 11.1(c).

“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 through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” means this Credit Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

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“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Applicable Margin” means the corresponding percentages per annum as set forth below based on the Consolidated Total Leverage Ratio:

Pricing Level	Consolidated Total Leverage Ratio	Commitment Fee	LIBOR +	Base Rate +
I	Less than 2.00 to 1.00	0.20%	1.25%	0.25%
II	Greater than or equal to 2.00 to 1.00, but less than 3.00 to 1.00	0.25%	1.50%	0.50%
III	Greater than or equal to 3.00 to 1.00, but less than 4.00 to 1.00	0.30%	1.75%	0.75%
IV	Greater than or equal to 4.00 to 1.00, but less than 4.50 to 1.00	0.35%	2.00%	1.00%
V	Greater than or equal to 4.50 to 1.00	0.40%	2.50%	1.50%

The Applicable Margin shall be determined and adjusted quarterly on the date five Business Days after the day on which the Borrower provides an Officer’s Compliance Certificate pursuant to Section 7.2(a) for the most recently ended fiscal quarter of the Borrower (each such date, a “Calculation Date”); providedthat (a) the Applicable Margin shall be based on Pricing Level III until the first Calculation Date occurring after the Fourth Amendment Effective Date and, thereafter the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide an Officer’s Compliance Certificate when due as required by Section 7.2(a)for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from the date on which such Officer’s Compliance Certificate was required to have been delivered shall be based on Pricing Level V until such time as such Officer’s Compliance Certificate is delivered, at which time the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The applicable Pricing Level shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Pricing Level shall be applicable to all Extensions of Credit then existing or subsequently made or issued.

Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance Certificate delivered pursuant to Section 7.1or 7.2(a)is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) any Commitments are in effect, or (iii) any Extension of Credit is outstanding when such inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (A) the Borrower shall promptly deliver to the Administrative Agent a corrected Officer’s Compliance Certificate for such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Consolidated Total Leverage Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (C) the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent the accrued additional

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interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 4.4. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 4.1(b)and 9.2nor any of their other rights under this Agreement or any other Loan Document. The Borrower’s obligations under this paragraph shall survive for 270 days after the termination of the Commitments and the repayment of all other Obligations hereunder.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means Wells Fargo Securities, LLC, in its capacity as sole lead arranger and sole bookrunner.

“Asset Disposition” means the sale, transfer, license, lease or other disposition of any Property (including any disposition of Equity Interests) by any Credit Party or any Subsidiary thereof and any issuance of Equity Interests by any Subsidiary of the Borrower to any Person that is not a Credit Party or any Subsidiary thereof. The term “Asset Disposition” shall not include (a) the sale of inventory in the ordinary course of business, (b) the transfer of assets pursuant to any other transaction permitted pursuant to Section 8.4, (c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction, (d) the disposition of any Hedge Agreement, (e) dispositions of Investments in cash and Cash Equivalents, (f) the transfer by any Credit Party of its assets to any other Credit Party, (g) the transfer by any Non-Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer), (h) the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary or (i) Asset Dispositions of “margin stock” (as defined in Regulation U of the Board of Governors of the Federal Reserve System).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.8), and accepted by the Administrative Agent, in substantially the form attached as Exhibit G or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date of determination, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease Obligation.

“Available Free Cash Flow Amount” means an amount equal to, initially, $15,000,000 plus:

(a)    50% of Consolidated Free Cash Flow for the period of four consecutive fiscal quarters most recently ended prior to the date of a proposed Restricted Payment pursuant to Section 8.6(d)or payment of Subordinated Debt pursuant to Section 8.9(b)(iv)(such date, the “Reference Date”), and for which financial statements have been delivered pursuant to Section 7.1, minus

(b)    any Restricted Payments made utilizing a portion of the Available Free Cash Flow Amount pursuant to Section 8.6(d)or payment of Subordinated Debt pursuant to Section 8.9(b)(iv)made

utilizing all or a portion of the Available Free Cash Flow Amount during the current fiscal quarter and

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the preceding three fiscal quarters (and for purposes of this clause (b), without taking into account the intended usage of the Available Free Cash Flow Amount on such Reference Date in the contemplated transaction).

“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.

“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) LIBOR for an Interest Period of one month plus1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or LIBOR (providedthat clause (c)shall not be applicable during any period in which LIBOR is unavailable or unascertainable).

“Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 4.1(a).

“Borrower” means Clearwater Paper Corporation, a Delaware corporation.

“Borrower Materials” has the meaning assigned thereto in Section 7.2.

“Business Day” means (a) for all purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York, are open for the conduct of their commercial banking business and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, any day that is a Business Day described in clause (a) and that is also a London Banking Day.

“Calculation Date” has the meaning assigned thereto in the definition of Applicable Margin.

“Capital Expenditures” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis, for any period, the additions to property, plant and equipment and other capital expenditures that are (or would be) set forth in a consolidated statement of cash flows of such Person for such period prepared in accordance with GAAP, but excluding (a) expenditures for the restoration, upgrade, repair or replacement of any fixed or capital asset which was destroyed or damaged, in whole or in part, to the extent financed by the proceeds of an insurance policy maintained by such Person, indemnity payments, condemnation or similar awards (or payments in lieu thereof) or other settlements relating to any damage, loss, destruction or condemnation of such property, (b) constituting reinvestment of the net cash proceeds of any Asset Disposition (without giving effect to the second sentence of the definition of Asset Disposition) and (c) constituting the purchase price of equipment that is purchased simultaneously with the trade in or sale of existing equipment.

“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

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capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateralize” means, to pledge and deposit with, or deliver to the Administrative Agent, or directly to the applicable Issuing Lender (with notice thereof to the Administrative Agent), for the benefit of one or more of the Issuing Lenders, the Swingline Lender or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations or Swingline Loans, cash or deposit account balances or, if the Administrative Agent and the applicable Issuing Lender and the Swingline Lender shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, such Issuing Lender and the Swingline Lender, as applicable. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means, collectively, (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within twelve months from the date of acquisition thereof, (b) commercial paper maturing no more than 270 days from the date of creation thereof and currently having the highest rating obtainable from either S&P or Moody’s, (c) certificates of deposit and time deposits maturing no more than twelve months from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by a nationally recognized rating agency, (d) any repurchase agreement entered into with any bank meeting the qualifications specified in clause (c) so long as the repurchase obligations of such bank under such repurchase agreement are fully secured by a perfected security interest in a security or instrument of the type described in clause (a), (b) or (c) above; or (e) shares of any money market mutual fund that: (i) has at least 95% of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above; (ii) has net assets of not less than $500,000,000; and (iii) has the highest rating obtainable from either S&P or Moody’s.

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

“Cash Management Bank” means any Person that, (a) at the time it enters into a Cash Management Agreement with a Credit Party, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent, or (b) at the time it (or its Affiliate) becomes a Lender (including on the Closing Date), is a party to a Cash Management Agreement with a Credit Party, in each case in its capacity as a party to such Cash Management Agreement.

“Change in Control” means an event or series of events by which:

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Equity Interests that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than 35% of the Equity Interests of the Borrower entitled to vote in the election of members of the board of directors (or equivalent governing body) of the Borrower; or

(b)    there shall have occurred under any indenture or other instrument evidencing any

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Indebtedness for borrowed money in excess of $30,000,000 any “change in control” or similar provision (as set forth in the indenture, agreement or other evidence of such Indebtedness) obligating the Borrower or any of its Subsidiaries to repurchase, redeem or repay all or any part of the Indebtedness provided for therein.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following:

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

“Class” means, when used in reference to any Loan, whether such Loan is a Revolving Credit Loan, Swingline Loan or Term Loan and, when used in reference to any Commitment, whether such Commitment is a Revolving Credit Commitment or a Term Loan Commitment.

“Closing Date” means the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder.

“Collateral” means the collateral security for the Secured Obligations pledged or granted pursuant to the Security Documents (for the avoidance of doubt, excluding in all cases, the Excluded Assets (as defined in the Collateral Agreement)).

“Collateral Agreement” means the collateral agreement of even date herewith executed by the Credit Parties in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, which shall be in form and substance acceptable to the Administrative Agent.

“Commitment Fee” has the meaning assigned thereto in Section 4.3(a).

“Commitment Percentage” means, as to any Lender, such Lender’s Revolving Credit Commitment Percentage or Term Loan Percentage, as applicable.

“Commitments” means, collectively, as to all Lenders, the Revolving Credit Commitments and the Term Loan Commitments of such Lenders.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

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

“Consolidated” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

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“Consolidated Asset Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Specified Assets on such date to (b) Consolidated Secured Indebtedness (other than Attributable Indebtedness with respect to Capital Lease Obligations and Synthetic Lease Obligations) on such date.

“Consolidated EBIT” means, for any period, (a) Consolidated EBITDA for such period minus(b) the amount added back in determining Consolidated EBITDA for such period for amortization and depreciation. For purposes of this Agreement, Consolidated EBIT shall be adjusted on a Pro Forma Basis.

“Consolidated EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP:

(a) Consolidated Net Income for such period plus(b) the sum of the following, without duplication, to the extent deducted in determining Consolidated Net Income for such period: (i) income and franchise taxes,

(ii)    Consolidated Interest Expense, (iii) amortization, depreciation, non-cash expenses related to stock based compensation or awards, non-cash charges relating to the impairment or write down of good will and other non-cash charges (except to the extent that any such non-cash charges are reserved for cash charges to be taken in the future), (iv) extraordinary losses (excluding extraordinary losses from discontinued or shuttered operations), (v) recurring cash-charges from discontinued operations, which together with the amounts added to Consolidated EBITDA pursuant to clause (x) below do not exceed 10% of Consolidated EBITDA in any period of four consecutive fiscal quarters (calculated without giving effect to this clause (v) or clause (x) below) or $95,000,000 over any period of five consecutive fiscal years, (vi) Transaction Costs, (vii) any non-recurring, non-capitalized costs in connection with financings, acquisitions, dispositions, debt or equity financings or the establishment of joint ventures, strategic alliances or similar arrangements during such period (including financing and refinancing fees and any premium or penalty paid in connection with redeeming or retiring indebtedness prior to its stated maturity pursuant to the agreements or instruments governing such indebtedness), in each case as permitted by the Loan Documents), (viii) any one-time charges related to a Material Pension Event (including for the avoidance of doubt, any such charges in the nature of a true-up taken in a subsequent quarter), (ix) specified maintenance expenses during the fiscal year ending 2019 in an amount not to exceed $6 million reasonably acceptable to the Administrative Agent and (x) cash restructuring charges or reserves and business optimization expenses, and other non-recurring restructuring, integration, start-up and other similar costs in connection with any acquisition, disposition or restructuring initiative, including costs related to the closure and/or consolidation of facilities owned or leased by the Borrower or any of its subsidiaries, retention, recruiting, relocation, severance and signing bonuses and expenses, one-time consulting fees and any one-time expenses relating to enhanced accounting function, or any other costs incurred in connection with any of the foregoing, in an aggregate for all amounts added to Consolidated EBITDA pursuant to this clause (x) and clause (v) above that does not exceed 10% of Consolidated EBITDA in any period of four consecutive fiscal quarters (calculated without giving effect to this clause (x) or clause (v) above) or $95,000,000 over any period of five consecutive fiscal years, less (c) the sum of the following, without duplication, to the extent included in determining Consolidated Net Income for such period: (i) interest income, (ii) any extraordinary gains, (iii) non-cash gains or non-cash items increasing Consolidated Net Income, (iv) income or gains from the early extinguishment of Indebtedness and (v) the amount of any gain increasing Consolidated Net Income as a result of any true-up credit to a prior charge relating to a Material Pension Event which was added back to Consolidated EBITDA pursuant to clause (b)(viii) above. For purposes of this Agreement, Consolidated EBITDA shall be adjusted on a Pro Forma Basis.

“Consolidated First Lien Leverage Ratio” means, as of any date of determination, the ratio of (a)

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(i) Consolidated Total Indebtedness on such date which is secured by a first priority Lien on any Property of the Borrower or its Subsidiaries (it being agreed that any Lien securing Consolidated Total

Indebtedness that is not contractually subordinated to the Liens created under the Loan Documents constitutes a first priority Lien) (which calculation shall assume that all commitments under the Credit Facility (including any Revolving Credit Commitments and proposed Incremental Loan Commitments) and under the FCS Facility (including any revolving commitments and any proposed FCS Increase) are fully drawn), minus(ii) all unrestricted domestic cash and Cash Equivalents on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date that are free and clear of all Liens and encumbrances (excluding any Liens described in Sections 8.2(a), 8.2(k)and 8.2(q)), excluding the proceeds of any proposed Incremental Loans, Incremental Loan Commitments or FCS Increases to (b) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters ending on or prior to such date for which financial statements have been delivered pursuant to Section 7.1(a)or 7.1(b).

“Consolidated Free Cash Flow” means, for any period, Consolidated EBITDA for such period, minusthe sum of the following for the Borrower and its Subsidiaries: (a) Consolidated Interest Expense paid in cash during such period, (b) income and franchise taxes paid in cash during such period, (c) scheduled payments of principal on Indebtedness for borrowed money and Capital Lease Obligations paid during such period, and (d) the greater of (i) $50,000,000 and (ii) Capital Expenditures for maintenance purposes during such period.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of

(a) Consolidated EBIT for the period of four consecutive fiscal quarters ending on or immediately prior to such date to (b) Consolidated Interest Expense for the period of four consecutive fiscal quarters ending on or immediately prior to such date

“Consolidated Interest Expense” means, for any period, on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP, interest expense (including interest expense attributable to Capital Lease Obligations and all net payment obligations pursuant to Hedge Agreements) for such period.

“Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined on a Consolidated basis, without duplication, in accordance with GAAP; providedthat, in calculating Consolidated Net Income of the Borrower and its Subsidiaries for any period, there shall be excluded (a) the net income (or loss) of any Person (other than a Subsidiary which shall be subject to clause (c) below), in which the Borrower or any of its Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to the Borrower or any of its Subsidiaries by dividend or other distribution during such period, (b) the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or any of its Subsidiaries or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries except to the extent included pursuant to the foregoing clause (a) or included in connection with a calculation on a Pro Forma Basis permitted hereunder, and

(c) the net income (if positive), of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary and (d) any gain or loss from Asset Dispositions during such period.

“Consolidated Net Tangible Assets” means, as of any date of determination, (a) the total assets of the Borrower and its Subsidiaries on a Consolidated basis (without duplication), minus(b) all goodwill, trade names, trademarks, patents, copyrights and other intangible property classified as intangible in

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accordance with GAAP.

“Consolidated Secured Indebtedness” means (a) Consolidated Total Indebtedness on such date which is secured by a Lien on any Property of the Borrower or its Subsidiaries, minus(b) all unrestricted domestic cash and Cash Equivalents on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date that are free and clear of all Liens and encumbrances (excluding any Liens described in Sections 8.2(a), 8.2(k)and 8.2(q)), excluding the proceeds of any proposed Incremental Loans, Incremental Loan Commitments or FCS Increases.

“Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Indebtedness on such date to (b) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters ending on or prior to such date for which financial statements have been delivered pursuant to Section 7.1(a)or 7.1(b).

“Consolidated Specified Assets” means, as of any date of determination the sum of (a) the aggregate book value of all accounts receivable that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP that are free and clear of all Liens and encumbrances securing Consolidated Total Indebtedness (excluding any Liens described in Sections 8.2(a)and 8.2(q)) multipliedby 0.75, plus(b) the aggregate book value of all inventory that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP that is free and clear of all Liens and encumbrances securing Consolidated Total Indebtedness (excluding any Liens described in Sections 8.2(a)and 8.2(q)), multipliedby 0.50, plus(c) the aggregate net book value of all machinery and equipment that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP that are free and clear of all Liens and encumbrances securing Consolidated Total Indebtedness (excluding any Liens described in Sections 8.2(a)and 8.2(q)) multipliedby 0.50; provided that the gross value of (i) any real estate and related improvements, (ii) any buildings and related improvements and (iii) any construction in progress shall be excluded from calculating all of the foregoing.

“Consolidated Total Indebtedness” means, as of any date of determination with respect to the Borrower and its Subsidiaries on a Consolidated basis without duplication, the sum of (i) all Attributable Indebtedness with respect to Capital Lease Obligations and Synthetic Lease Obligations, (ii) obligations to pay the deferred purchase price payable (if any) in connection with any Permitted Acquisition, (iii) Indebtedness for borrowed money, (iv) obligations with respect to letters of credit to the extent drawn and not reimbursed, (v) obligations in respect of Disqualified Equity Interests and (vi) Guarantees in respect of the foregoing (excluding, to the extent otherwise included therein, any Indebtedness in respect of letters of credit unless such letters of credit have been drawn and not reimbursed).

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated Total Indebtedness on such date less (ii) all unrestricted domestic cash and Cash Equivalents on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date that are free and clear of all Liens and encumbrances (excluding any Liens described in Sections 8.2(a), 8.2(k) and 8.2(q)) to (b) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters ending on or immediately prior to such date.

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

“Credit Facility” means, collectively, the Revolving Credit Facility, the Term Loan Facility, if any, the Swingline Facility and the L/C Facility.

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“Credit Parties” means, collectively, the Borrower and the Subsidiary Guarantors.

“Debt Issuance” means the issuance of any Indebtedness for borrowed money by any Credit Party or any of its Subsidiaries.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any of the events specified in Section 9.1which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

“Defaulting Lender” means, subject to Section 4.15(b), any Lender that (a) has failed to (i) fund all or any portion of the Revolving Credit Loans, any Term Loan, participations in L/C Obligations or participations in Swingline Loans required to be funded by it hereunder within two Business Days of the date such Loans or participations were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Lender, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any Issuing Lender or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (providedthat such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) has become the subject of a Bail-in Action or has a direct or indirect parent company that has become the subject of a Bail-in Action or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the FDIC or any other state or federal regulatory authority acting in such a capacity; providedthat a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.15(b)) upon delivery of written notice of such determination to the Borrower, each Issuing Lender, the Swingline Lender and each Lender.

“Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms

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of any security or other Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a

result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provide for the scheduled payment of dividends in cash or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Latest Maturity Date; providedthat if such Equity Interests is issued pursuant to a plan, agreement or similar arrangement for the benefit of the Borrower or its Subsidiaries or by any such plan, agreement or similar arrangement to officers, directors or employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or upon a change of control or termination of employment or service.

“Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.

“Domestic Subsidiary” means any Subsidiary organized under the laws of any political subdivision of the United States; providedthat any First Tier Foreign Subsidiary that is disregarded for U.S. federal income tax purposes shall be deemed to be a Domestic Subsidiary so long as such Subsidiary constitutes a disregarded entity.

“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 any Person that meets the requirements to be an assignee under Section 11.8(b)(iii), (v)and (vi)(subject to such consents, if any, as may be required under Section 11.8(b)(iii)).

“Employee Benefit Plan” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is maintained for employees of any Credit Party or any ERISA Affiliate or (b) any Pension Plan or Multiemployer Plan that has at any time within the preceding seven years been

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maintained, funded or administered for the employees of any Credit Party or any current or former ERISA Affiliate.

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations, allegations, notices of noncompliance or violation,

investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law, including any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to public health or the environment.

“Environmental Laws” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of public health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

“Equity Interests” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing. The term “Equity Interests” shall not include phantom stock or similar phantom equity issued to directors, officers or employees.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder.

“ERISA Affiliate” means any Person who together with any Credit Party or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

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

“Eurodollar Reserve Percentage” means, for any day, the percentage which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“Event of Default” means any of the events specified in Section 9.1; providedthat any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

“Exchange Act” means the Securities Exchange Act of 1934.

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“Excluded Subsidiaries” means (a) those Subsidiaries the Borrower may from time to time, at its option, designate in writing to the Administrative Agent that, individually or in the aggregate, represent less than 5% of Consolidated Net Tangible Assets, (b) any Subsidiary that is prohibited by Applicable Law or contractual obligation existing on the Closing Date or on the date such Subsidiary was acquired or formed, as applicable, from becoming a Subsidiary Guarantor or that would require a non-ministerial governmental (including regulatory) consent, approval license or authorization in order to be a Subsidiary Guarantor (but only for so long as such prohibition or requirement is applicable), (c) any Domestic Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”) and (d) any Domestic Subsidiary all of the assets of which (other than de minimis assets) constitute Equity Interests (including, for this purpose, any debt (or other instrument) treated as equity for U.S. Federal income tax purposes) in one or more Foreign Subsidiaries that are CFCs, providedthat any First Tier Foreign Subsidiary that is disregarded for U.S. federal income tax purposes shall be deemed to be a Domestic Subsidiary so long as such subsidiary constitutes a disregarded entity.

“Excluded Swap Obligation” means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the liability of such Credit Party for or the guarantee of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Credit Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the guarantee of such Credit Party or the grant of such security interest becomes effective with respect to such Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Credit Party, including under Section 2.13 of the Guaranty Agreement). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in L/C Commitment, Letter of Credit, a Loan, Note or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the L/C Commitment, Letter of Credit, a Loan, Note or Commitment (other than pursuant to an assignment request by the Borrower under Section 4.12(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.11, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 4.11(g)and (d) any United States federal withholding Taxes imposed under FATCA.

“Existing Letters of Credit” means those letters of credit existing on the Closing Date and identified on Schedule 1.1.

“Existing Loan Agreement” means the Loan and Security Agreement among the Borrower, Bank of America, N.A. and the Lenders party thereto, dated as of November 26, 2008, as amended.

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“Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of

(i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding,

(ii) such Lender’s Revolving Credit Commitment Percentage of the L/C Obligations then outstanding,

(iii) such Lender’s Revolving Credit Commitment Percentage of the Swingline Loans then outstanding and (iv) the aggregate principal amount of any Term Loans made by such Lender then outstanding, or

(b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires.

“Farm Credit Equities” has the meaning assigned thereto in the FCS Facility in effect on the date thereof.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“FCS Agent” means the “Administrative Agent” as defined in the FCS Facility.

“FCS Facility” means the Credit Agreement dated as of the date hereof among the Borrower, Northwest Farm Credit Services, PCA, as administrative agent, and the lenders from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of the Intercreditor Agreement.

“FCS Increase” means the incurrence by any Credit Party of Incremental Loans or Incremental Loan Commitments under Section 4.13 of the FCS Facility, as in effect on the date hereof, or as amended, restated, supplemented or modified in accordance with the terms of the Intercreditor Agreement.

“FCS Incremental Lender” means an “Incremental Lender” as defined in the FCS Facility.

“FCS Incremental Term Loan” means an “Incremental Term Loan” as defined in the FCS Facility.

“FCS Revolving Credit Loan” means a “Revolving Credit Loan” as defined in the FCS Facility.

“FCS Secured Cash Management Agreement” means a “Secured Cash Management Agreement” as defined in the FCS Facility.

“FDIC” means the Federal Deposit Insurance Corporation.

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

“Fee Letters” means (a) the separate fee letter agreement dated August 23, 2016 among the

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Borrower, Wells Fargo and the Arranger and (b) any letter between the Borrower and any Issuing Lender (other than Wells Fargo) relating to certain fees payable to such Issuing Lender in its capacity as such.

“First Tier Foreign Subsidiary” means any Foreign Subsidiary the Equity Interests of which are owned directly by any Credit Party.

“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries ending on December 31.

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

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

“Fourth Amendment Effective Date” means November 8, 2018.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Lender, other than such L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

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

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, and all registrations and filings with or issued by, any Governmental Authorities.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra- national bodies such as the European Union or the European Central Bank).

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the

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purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness, (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or (e) for the purpose of assuming in any other manner the obligee in respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (whether in whole or in part).

“Hazardous Materials” means any substances or materials (a) which are defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) the presence of which require investigation or remediation under any Environmental Law or common law, or (c) the discharge or emission or release of which requires a permit or license under any Environmental Law or other Governmental Approval.

“Hedge Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and

(b)    any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement.

“Hedge Bank” means any Person that, (a) at the time it enters into a Hedge Agreement with a Credit Party permitted under Article VIII, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent or (b) at the time it (or its Affiliate) becomes a Lender (including on the Closing Date), is a party to a Hedge Agreement with a Credit Party, in each case in its capacity as a party to such Hedge Agreement.

“Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

“Increased Amount Date” has the meaning assigned thereto in Section 4.13(a).

“Incremental Lender” has the meaning assigned thereto in Section 4.13(a).

“Incremental Loan Commitments” has the meaning assigned thereto in Section 4.13(a)(ii).

“Incremental Loans” has the meaning assigned thereto in Section 4.13(a)(ii).

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“Incremental Revolving Credit Commitment”    has the    meaning assigned thereto in Section 4.13(a)(ii).

“Incremental Revolving Credit Increase” has the meaning assigned thereto in Section 4.13(a)(ii).

“Incremental Term Loan” has the meaning assigned thereto in Section 4.13(a)(i).

“Incremental Term Loan Commitment” has the meaning assigned thereto in Section 4.13(a)(i).

“Indebtedness” means, with respect to any Person at any date and without duplication, the sum of the following:

(a)    all liabilities, obligations and indebtedness for borrowed money, including obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person;

(b)    all obligations to pay the deferred purchase price of property or services of any such Person (including all obligations under earn-out agreements), except trade payables and accrued expenses arising in the ordinary course of business, or that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person;

(c)    the Attributable Indebtedness of such Person with respect to such Person’s Capital Lease Obligations and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP);

(d)    all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

(e)    all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)    all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, including any Reimbursement Obligation, and banker’s acceptances issued for the account of any such Person;

(g) all obligations of any such Person in respect of Disqualified Equity Interests;

(h) all net obligations of such Person under any Hedge Agreements; and

(i) all Guarantees of any such Person with respect to any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is

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expressly made non-recourse to such Person. The amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Loan Document and

(b) to the extent not otherwise described in clause (a), Other Taxes. “Initial Issuing Lender” means Wells Fargo.

“Insurance and Condemnation Event” means the receipt by any Credit Party or any of its Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective Property.

“Intercreditor Agreement” means that certain intercreditor agreement, dated as of the date hereof, between the Administrative Agent and the FCS Agent, and acknowledged by the Credit Parties, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Interest Period” means, as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or converted to or continued as a LIBOR Rate Loan and ending on the date one, two, three, or six months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation and subject to availability; providedthat:

(a)    the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

(b)    if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; providedthat if any Interest Period with respect to a LIBOR Rate Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

(c)    any Interest Period with respect to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

(d)    no Interest Period shall extend beyond the Revolving Credit Maturity Date or the maturity date of any Term Loans, as applicable, and Interest Periods shall be selected by the Borrower so as to permit the Borrower to make scheduled principal payments with respect to any Term Loans without payment of any amounts pursuant to Section 4.9; and

(e)    there shall be no more than ten Interest Periods in effect at any time.

“IRS” means the United States Internal Revenue Service.

“ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

“Issuing Lender” (a) with respect to Letters of Credit issued hereunder on or after the Closing

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Date, (i) the Initial Issuing Lender and (ii) any other Revolving Credit Lender to the extent it has agreed in its sole discretion to act as an “Issuing Lender” hereunder and that has been approved in writing by the Borrower as an “Issuing Lender” hereunder, in each case in its capacity as issuer of any Letter of Credit; providedthat the total number of Issuing Lenders under this clause (a) shall not exceed three and (b) with respect to the Existing Letters of Credit, Bank of America, N.A. in its capacity as issuer thereof.

“Latest Maturity Date” means the latest maturity date of any Class of Loan or Commitment hereunder.

“L/C Commitment” means, as to any Issuing Lender, the obligation of such Issuing Lender to issue Letters of Credit for the account of the Borrower from time to time in an aggregate amount equal to

(a)    for the Initial Issuing Lender, $30,000,000, (b) for Bank of America, N.A. in its capacity as issuer of the Existing Letters of Credit, the face amount thereof on the Closing Date (as such amount may be

increased pursuant to clause (c) of this definition), and (c) for any other Issuing Lender becoming an Issuing Lender after the Closing Date, such amount as separately agreed to in a written agreement between the Borrower and such Issuing Lender (which such agreement shall be promptly delivered to the Administrative Agent upon execution), in each case of clauses (a) and (b) above, any such amount may be changed after the Closing Date in a written agreement between the Borrower and such Issuing Lender (which such agreement shall be promptly delivered to the Administrative Agent upon execution); providedthat the L/C Commitment with respect to any Person that ceases to be an Issuing Lender for any reason pursuant to the terms hereof shall be $0 (subject to the Letters of Credit of such Person remaining outstanding in accordance with the provisions hereof).

“L/C Facility” means the letter of credit facility established pursuant to Article III.

“L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

“L/C Participants” means, with respect to any Letter of Credit, the collective reference to all the Revolving Credit Lenders other than the applicable Issuing Lender.

“L/C Sublimit” means the lesser of (a) $30,000,000 and (b) the Revolving Credit Commitment.

“Lender” means each Person executing this Agreement as a Lender on the Closing Date and any other Person that shall have become a party to this Agreement as a Lender pursuant to an Assignment and Assumption or pursuant to Section 4.13, other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Lender Joinder Agreement” means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent delivered in connection with Section 4.13.

“Lending Office” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit.

“Letter of Credit Application” means an application, in the form specified by the applicable

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Issuing Lender from time to time, requesting such Issuing Lender to issue a Letter of Credit.

“Letters of Credit” means the collective reference to letters of credit issued pursuant to Section 3.1and the Existing Letters of Credit.

“LIBOR” means,

(a)    for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two London Banking Days prior to the first day of the applicable Interest Period. If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two London Banking Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period, and

(b)    for any interest rate calculation with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for an Interest Period equal to one month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day. If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then “LIBOR” for such Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month commencing on such date of determination.

Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

“LIBOR Rate” means a rate per annum determined by the Administrative Agent pursuant to the following formula:

LIBOR Rate =            LIBOR     

1.00-Eurodollar Reserve Percentage

Notwithstanding the foregoing, if the LIBOR Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“LIBOR Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 4.1(a).

“Limited Condition Acquisition” has the meaning assigned thereto in Section 4.13(a).

“Lien” means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or similar encumbrance in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation

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or other title retention agreement relating to such asset.

“Loan Documents” means, collectively, this Agreement, each Note, the Letter of Credit Applications, the Security Documents, the Intercreditor Agreement, the Subsidiary Guaranty Agreement, the Fee Letters, and each other document, instrument, certificate and agreement executed and delivered by the Credit Parties or any of their respective Subsidiaries in favor of or provided to the Administrative Agent or any Secured Party in connection with this Agreement or otherwise referred to herein or contemplated hereby (excluding any Secured Hedge Agreement and any Secured Cash Management Agreement).

“Loans” means the collective reference to the Revolving Credit Loans, the Term Loan, if any, and the Swingline Loans, and “Loan” means any of such Loans.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market.

“Material Adverse Effect” means, with respect to the Borrower and its Subsidiaries, (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities

(actual or contingent) or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of the Credit Parties (taken as a whole) to perform their obligations under the Loan Documents to which they are a party, (c) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document or (d) a material adverse effect upon the legality, validity, binding effect or enforceability against any Credit Party of any Loan Document to which it is a party.

“Material Pension Event” means a withdrawal during the term of this Agreement by the Borrower from a single Multiemployer Plan requiring cash payments by the Borrower or its Subsidiaries which Multiemployer Plan is identified in writing to the Administrative Agent in the Compliance Certificate required to be delivered for the fiscal quarter ending after the occurrence thereof.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the sum of (i) the Fronting Exposure of the Issuing Lender with respect to Letters of Credit issued and outstanding at such time and (ii) the Fronting Exposure of the Swingline Lender with respect to all Swingline Loans outstanding at such time and (b) otherwise, an amount reasonably determined by the Administrative Agent and each of the applicable Issuing Lenders that is entitled to Cash Collateral hereunder at such time in their sole discretion.

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

“MPE to EBITDA Ratio” means the ratio of (a) Consolidated Secured Indebtedness incurred by the Borrower or its Subsidiaries to finance a Material Pension Event, to (b) Consolidated EBITDA, as measured for the period of four consecutive fiscal quarters ending after the incurrence of any such Consolidated Secured Indebtedness to finance a Material Pension Event; provided that if the MPE to EBITDA Ratio as of any date of determination during any such period would otherwise exceed 0.50:1.00, the MPE to EBITDA Ratio shall be deemed to be 0.50:1.00.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Credit Party or any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding seven years.

“Net Cash Proceeds” means, with respect to any Debt Issuance, the gross cash proceeds received

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by any Credit Party or any of its Subsidiaries therefrom lessall reasonable and customary out-of-pocket legal, underwriting and other fees and expenses incurred in connection therewith.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver, amendment, modification or termination that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.2and (b) has been approved by the Required Lenders.

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

“Non-Guarantor Subsidiary” means any Subsidiary of the Borrower that is not a Subsidiary Guarantor.

“Notes” means the collective reference to the Revolving Credit Notes, the Swingline Note and the Term Loan Notes, if any.

“Notice of Account Designation” has the meaning assigned thereto in Section 2.3(b).

“Notice of Borrowing” has the meaning assigned thereto in Section 2.3(a).

“Notice of Conversion/Continuation” has the meaning assigned thereto in Section 4.2.

“Notice of Prepayment” has the meaning assigned thereto in Section 2.4(c).

“Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations and (c) all other fees and commissions (including reasonable and documented attorneys’ fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties to the Lenders, the Issuing Lender or the Administrative Agent, in each case under any Loan Document, with respect to any Loan or Letter of Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the commencement by or against any Credit Party of any proceeding under any Debtor Relief Laws, naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Officer’s Compliance Certificate” means a certificate of the chief financial officer or the treasurer of the Borrower substantially in the form attached as Exhibit F.

“Operating Lease” means, as to any Person as determined in accordance with GAAP, any lease of Property (whether real, personal or mixed) by such Person as lessee which is not a capital lease.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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“Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.12).

“Participant” has the meaning assigned thereto in Section 11.8(d).

“Participant Register” has the meaning assigned thereto in Section 11.8(d).

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which (a) is maintained, funded or administered for the employees of any Credit Party or any ERISA Affiliate or (b) has at any time within the preceding seven years been maintained, funded or administered for the employees of any Credit Party or any current or former ERISA Affiliates.

“Permitted A/R Finance Transaction” means the bona fide sale for cash by the Borrower or its Subsidiaries to an unaffiliated third party on an arm’s length and non-recourse basis (except for breach of representations and warranties, commercial disputes and other standard recourse or repurchase obligations in transactions of this type made available by the Administrative Agent or its Affiliates) of Receivables and Related Assets in an amount of up to $30,000,000 in face value per fiscal quarter.

“Permitted Acquisition” means any Acquisition that meets all of the following requirements:

(a)    the Person or business to be acquired shall be in a line of business permitted pursuant to Section 8.11;

(b)    if such Acquisition is a merger or consolidation, the Borrower or a Subsidiary Guarantor shall be the surviving Person and no Change in Control shall have been effected thereby;

(c)    the Borrower shall have delivered to the Administrative Agent all documents required to be delivered pursuant to, and in accordance with, Section 7.13(but subject to the post-closing time frames set forth in Section 7.13(c));

(d)    as of the proposed closing date of such Acquisition and after giving effect thereto and any Indebtedness incurred in connection therewith (x) the Borrower shall be in compliance on a Pro Forma Basis with each covenant contained in Section 8.13as of the last day of the most recent fiscal quarter end for which financial statements have been delivered hereunder and (y) the Consolidated Secured Leverage Ratio as of the last day of the most recent fiscal quarter end for which financial statements have been delivered hereunder calculated on a Pro Forma Basis shall be at least 0.25 below the then applicable ratio set forth in Section 8.13(a);

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(e)    if the Permitted Acquisition Consideration for any such Acquisition (or series of related Acquisitions) exceeds $50,000,000 in the aggregate, as soon as available and no later than five Business Days prior to the proposed closing date of such Acquisition, the Borrower shall have delivered to the Administrative Agent (i) an Officer’s Compliance Certificate for the most recent fiscal quarter end preceding such Acquisition for which financial statements have been delivered hereunder demonstrating compliance with the preceding clause (d) and (ii) promptly upon the finalization thereof copies of substantially final Permitted Acquisition Documents;

(f)    (i) for an Acquisition other than a Limited Condition Acquisition, no Default or Event of Default shall have occurred and be continuing before and after giving effect to such Acquisition and any Indebtedness incurred in connection therewith; and (ii) for a Limited Condition Acquisition, no Event of Default under Section 9.1(a), (b), (h)or (i)shall have occurred and be continuing before and after giving effect to such Acquisition and any Indebtedness incurred in connection therewith; and

(g)    immediately after giving effect to the Acquisition and any incurrence of Indebtedness in connection therewith, the aggregate amount of cash and Cash Equivalents on the consolidated balance sheet of the Borrower and its Subsidiaries that are free and clear of all Liens and encumbrances (excluding any Liens described in Section 8.2(k)), together with the aggregate amount available at such time to be incurred as Loans under the Revolving Credit Facility and revolving loans under the FCS Facility, shall equal or exceed $50,000,000.

“Permitted Acquisition Consideration” means the aggregate amount of the purchase price, including any assumed debt, earn-outs (valued at the maximum amount payable thereunder), deferred payments, or Equity Interests of the Borrower, to be paid on a singular basis in connection with any applicable Permitted Acquisition as set forth in the applicable Permitted Acquisition Documents executed by the Borrower or any of its Subsidiaries in order to consummate the applicable Permitted Acquisition.

“Permitted Acquisition Documents” means with respect to any Acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such Acquisition, including all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

“Permitted Liens” means the Liens permitted pursuant to Section 8.2.

“Permitted Refinancing” means, with respect to any Person, any Indebtedness issued in exchange for (or the net proceeds of which are used to refinance) the Indebtedness being refinanced (or previous refinancings thereof constituting a Permitted Refinancing); provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing does not exceed the principal amount (or accreted value, if applicable or in the case of any revolving loan facility, the maximum revolving loan commitment thereunder) of the Indebtedness so refinanced (plusunpaid accrued interest and premiums thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (b) the weighted average life to maturity of such Permitted Refinancing is greater than or equal to the weighted average life to maturity of the indebtedness being refinanced (c) such Permitted Refinancing shall not require any scheduled principal payments due prior to the latest maturity date of the Revolving Credit Facility in excess of, or prior to, the scheduled principal payments due prior to such maturity date for the Indebtedness being refinanced, (d) if the Indebtedness being refinanced is subordinated in right of payment to the Obligations, such Permitted Refinancing shall be subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced, (e) no Permitted Refinancing shall have direct or indirect obligors who

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were not also obligors of the Indebtedness being refinanced, or greater guarantees or security, than the Indebtedness being refinanced, (f) such Permitted Refinancing shall be otherwise on terms not materially less favorable to the Lenders than those contained in the documentation governing the Indebtedness being refinanced, including with respect to financial and other covenants and events of default and (g) at the time of the incurrence of such Permitted Refinancing, no Default or Event of Default shall have occurred and be continuing.

“Permitted Subsidiary-1 Equity Sale” means the sale by Cellu Tissue Holdings, Inc. (a) of all of the Equity Interests of Cellu Tissue-CityForest LLC and (b) or its Affiliates of certain other assets more specifically set forth in the definitive sale agreement with respect thereto.

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

“Platform” means Debt Domain, Intralinks, SyndTrak or a substantially similar electronic transmission system.

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto

acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“Pro Forma Basis” means, with respect to compliance with any test or calculation of any ratio hereunder, compliance with such test or covenant for any period during which one or more Specified Transactions occurs, that such Specified Transaction (and all other Specified Transactions that have been consummated during the applicable period) shall be deemed to have occurred as of the first day of the applicable period of measurement and all income statement items (whether positive or negative) attributable to the Property or Person disposed of in a Specified Disposition shall be excluded and all income statement items (whether positive or negative) attributable to the Property or Person acquired in a Permitted Acquisition shall be included (providedthat such income statement items to be included are reflected in financial statements or other financial data reasonably acceptable to the Administrative Agent and based upon reasonable assumptions and calculations which are expected to have a continuous impact).

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Equity Interests.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Receivables and Related Assets” means (a) accounts receivable (including all rights to payment created by or arising from the sales of goods, leases of goods or the rendition of services, no matter how evidenced (including in the form of chattel paper) and whether or not earned by performance) and (b) any interest in such accounts receivable and all collateral securing such accounts receivable, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such accounts receivable, any guarantees, indemnities, warranties or other obligations in respect of such accounts receivable, any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with receivable purchase arrangements involving receivables similar to such accounts receivable and any collections or proceeds of any of the foregoing.

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

“Register” has the meaning assigned thereto in Section 11.8(c).

“Reimbursement Obligation” means the obligation of the Borrower to reimburse any Issuing Lender pursuant to Section 3.5for amounts drawn under Letters of Credit issued by such Issuing Lender.

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

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time. Notwithstanding the foregoing, “Required Lenders” shall comprise no fewer than two Lenders that are not Affiliates of one another, unless (a) all Lenders that are not Defaulting Lenders are Affiliates of one another or (b) there is only one Lender that is not a Defaulting Lender, at such time.

“Required Revolving Credit Lenders” means, at any date, any combination of Revolving Credit Lenders holding more than 50% of the sum of the aggregate amount of the Revolving Credit

Commitment or, if the Revolving Credit Commitment has been terminated, any combination of Revolving Credit Lenders holding more than 50% of the aggregate Extensions of Credit under the Revolving Credit Facility; providedthat the Revolving Credit Commitment of, and the portion of the Extensions of Credit under the Revolving Credit Facility, as applicable, held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Credit Lenders. Notwithstanding the foregoing, Required Revolving Credit Lenders shall comprise no less than two such Revolving Credit Lenders that are not Affiliates of one another, unless (a) all Revolving Credit Lenders that are not Defaulting Lenders are Affiliates of one another or (b) there is only one Revolving Credit Lender that is not a Defaulting Lender, at such time.

“Responsible Officer” means, as to any Person, the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of such Person or any other officer of such Person designated in writing by the Borrower and reasonably acceptable to the Administrative Agent; providedthat, to the extent requested thereby, the Administrative Agent shall have received a certificate of such Person certifying as to the incumbency and genuineness of the signature of each such officer. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

“Restricted Payment” has the meaning assigned thereto in Section 8.6.

“Revolving Credit Commitment” means (a) as to any Revolving Credit Lender, the obligation of such Revolving Credit Lender to make Revolving Credit Loans to, and to purchase participations in L/C Obligations and Swingline Loans for the account of, the Borrower hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Revolving Credit Lender’s name on the Register, as such amount may be modified at any time or from time to time pursuant to the

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terms hereof (including Section 4.13) and (b) as to all Revolving Credit Lenders, the aggregate commitment of all Revolving Credit Lenders to make Revolving Credit Loans, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including Section 4.13). The aggregate Revolving Credit Commitment of all the Revolving Credit Lenders on the Closing Date shall be $200,000,000. The initial Revolving Credit Commitment of each Revolving Credit Lender is set forth opposite the name of such Lender on Schedule 1.1(b).

“Revolving Credit Commitment Percentage” means, with respect to any Revolving Credit Lender at any time, the percentage of the total Revolving Credit Commitments of all the Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Revolving Credit Commitment Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments. The initial Revolving Credit Commitment Percentage of each Revolving Credit Lender is set forth opposite the name of such Lender on Schedule 1.1(b).

“Revolving Credit Exposure” means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Revolving Credit Lender’s participation in L/C Obligations and Swingline Loans at such time.

“Revolving Credit Facility” means the revolving credit facility established pursuant to Article II (including any increase in such revolving credit facility established pursuant to Section 4.13).

“Revolving Credit Lenders” means, collectively, all of the Lenders with a Revolving Credit Commitment.

“Revolving Credit Loan” means any revolving loan made to the Borrower pursuant to Section 2.1, and all such revolving loans collectively as the context requires.

“Revolving Credit Maturity Date” means the earliest to occur of (a) October 31, 2021, (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5, and (c) the date of termination of the Revolving Credit Commitment pursuant to Section 9.2(a).

“Revolving Credit Note” means a promissory note made by the Borrower in favor of a Revolving Credit Lender evidencing the Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form attached as Exhibit A-1, and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“Revolving Credit Outstandings” means the sumof (a) with respect to Revolving Credit Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and Swingline Loans, as the case may be, occurring on such date; plus(b) with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any Extensions of Credit occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Revolving Extensions of Credit” means (a) any Revolving Credit Loan then outstanding, (b) any Letter of Credit then outstanding or (c) any Swingline Loan then outstanding.

“S&P” means Standard & Poor’s Financial Services LLC, a part of McGraw-Hill Financial, and

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any successor thereto.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC), the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

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

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in clauses (a) and (b).

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

“Secured Cash Management Agreement” means any Cash Management Agreement between or among any Credit Party and any Cash Management Bank.

“Secured Hedge Agreement” means any Hedge Agreement between or among any Credit Party and any Hedge Bank.

“Secured Obligations” means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations owing by any Credit Party under (i) any Secured Hedge Agreement (other than an Excluded Swap Obligation) and (ii) any Secured Cash Management Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Issuing Lenders, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 10.5, any other holder from time to time of any of any Secured Obligations and, in each case, their respective successors and permitted assigns.

“Security Documents” means the collective reference to the Collateral Agreement and each other agreement or writing pursuant to which any Credit Party pledges or grants a security interest in any Property or assets securing the Secured Obligations.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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“Specified Disposition” means any Asset Disposition having gross sales proceeds in excess of

$50,000,000.

“Specified Representations” means the representations and warranties set forth in Sections 6.1(a) (solely with respect to the Credit Parties), 6.3(solely with respect to the Credit Parties), 6.4(a), (b)and (e) (in each case, solely with respect to the Credit Parties), 6.5(to the extent related to consents or approvals under organizational documents of a Credit Party or under material Applicable Laws), 6.10, 6.11and 6.15 and in Section 3.2 of the Collateral Agreement.

“Specified Transactions” means (a) any Specified Disposition, (b) any Permitted Acquisition,

(c) the Transactions and (d) the incurrence or repayment of Indebtedness, it being understood that no sale of Receivables and Related Assets in a Permitted A/R Finance Transaction shall constitute a Specified Transaction.

“Subordinated Indebtedness” means the collective reference to any Indebtedness incurred by the Borrower or any of its Subsidiaries that is subordinated in right and time of payment to the Obligations on terms and conditions satisfactory to the Administrative Agent.

“Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than 50% of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrower.

“Subsidiary Guarantors” means, collectively, all direct and indirect Subsidiaries of the Borrower (other than Foreign Subsidiaries and Excluded Subsidiaries) in existence on the Closing Date or which become a party to the Subsidiary Guaranty Agreement pursuant to Section 7.13.

“Subsidiary Guaranty Agreement” means the unconditional guaranty agreement of even date herewith executed by the Subsidiary Guarantors in favor of the Administrative Agent, for the benefit of the Secured Parties.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swingline Commitment” means the lesser of (a) $25,000,000 and (b) the Revolving Credit Commitment.

“Swingline Facility” means the swingline facility established pursuant to Section 2.2.

“Swingline Lender” means Wells Fargo in its capacity as swingline lender hereunder or any successor thereto.

“Swingline Loan” means any swingline loan made by the Swingline Lender to the Borrower pursuant to Section 2.2, and all such swingline loans collectively as the context requires.

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“Swingline Note” means a promissory note made by the Borrower in favor of the Swingline Lender evidencing the Swingline Loans made by the Swingline Lender, substantially in the form attached as Exhibit A-2, and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating Lease in accordance with GAAP.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.

“Term Loan Commitment” means (a) as to any Term Loan Lender, the obligation of such Term Loan Lender to make Incremental Term Loans, if any, to the account of the Borrower hereunder on the applicable borrowing date, as such amount may be reduced or otherwise modified at any time or from time to time pursuant to the terms hereof and (b) as to all Term Loan Lenders, the aggregate commitment of all Term Loan Lenders to make such Term Loans.

“Term Loan Facility” means any one or more new term loan facilities established pursuant to Section 4.13.

“Term Loan Lender” means any Lender with a Term Loan Commitment and/or outstanding Term Loans.

“Term Loan Percentage” means, with respect to any Term Loan Lender at any time, the percentage of the total outstanding principal balance of the Term Loans represented by the outstanding principal balance of such Term Loan Lender’s Term Loans.

“Term Loans” means Incremental Term Loans, if any, and “Term Loan” means any of such Term Loans.

“Termination Event” means the occurrence of any of the following which, individually or in the aggregate, has resulted or could reasonably be expected to result in liability of the Borrower in an aggregate amount in excess of the Threshold Amount: (a) a “Reportable Event” described in Section 4043 of ERISA for which the 30 day notice requirement has not been waived by the PBGC, or (b) the withdrawal of any Credit Party or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303 of ERISA, or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or plan in endangered or critical status with the meaning of Section 430, 431 or 432 of the Code or Section 303, 304 or 305 of ERISA or (h) the partial or complete withdrawal of any Credit Party or any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such plan, or (i) any event or condition which results in the insolvency of a Multiemployer Plan under Section 4245 of ERISA, or (j) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA

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or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA, or (k) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Credit Party or any ERISA Affiliate.

“Threshold Amount” means $30,000,000.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and outstanding Term Loans of such Lender at such time.

“Transaction Costs” means all transaction fees, charges and other amounts incurred in connection with the Transactions or any debt or equity financing, acquisition or other Investment or disposition permitted hereunder, in the case of (i) Transactions Costs related to the Transactions that are expensed and not capitalized, to the extent paid within six months after the Closing Date, and (ii) in all other cases, to the extent paid during the applicable period whether or not the applicable transaction is completed.

“Transactions” means, collectively, (a) the refinancing of all Indebtedness under the Existing Loan Agreement as contemplated under Section 5.1(g)(iii), (b) the closing of the FCS Facility, (c) the initial Extensions of Credit and (d) the payment of the Transaction Costs incurred in connection with the foregoing.

“UCC” means the Uniform Commercial Code as in effect in the State of New York, as amended or modified from time to time, unless the context suggests the application of the Uniform Commercial Code of a different state.

“Uniform Customs” means the Uniform Customs and Practice for Documentary Credits (2007 Revision), effective July, 2007 International Chamber of Commerce Publication No. 600.

“United States” means the United States of America.

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

“U.S. Tax Compliance Certificate” has the meaning assigned thereto in Section 4.11(g).

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association.

“Wholly-Owned” means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than the Borrower and/or one or more of its Wholly- Owned Subsidiaries).

“Withholding Agent” means any Credit Party and the Administrative Agent.

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

SECTION 1.2 Other Definitions and Provisions. With reference to this Agreement and each

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other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (i) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form and (j)    in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

SECTION 1.3    Accounting Terms.

(a)    All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing the audited financial statements required by Section 7.1(a), except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b)    If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); providedthat, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Financial Statements delivered pursuant to Section 5.1(e)(i)for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above (and until so amended, the Borrower shall provide the reconciliation detail described in clause (ii) of the

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previous sentence).

SECTION 1.4 UCC Terms. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

SECTION 1.5 Rounding. Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.6 References to Agreement and Laws. Unless otherwise expressly provided herein, (a) any definition or reference to formation documents, governing documents, agreements (including the Loan Documents) and other contractual documents or instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) any definition or reference to any Applicable Law, including the Code, the Commodity Exchange Act, ERISA, the Exchange Act, the PATRIOT Act, the Securities Act of 1933, the UCC, the Investment Company Act of 1940, the Interstate Commerce Act, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.

SECTION 1.7 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.8 Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor (at the time specified therefor in such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of such Letter of Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit).

SECTION 1.9 Guarantees. Unless otherwise specified, the amount of any Guarantee shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee.

SECTION 1.10 Covenant Compliance Generally. For purposes of determining compliance under Sections 8.1, 8.2, 8.3, 8.5and 8.6, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Consolidated Net Income in the most recent annual financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 7.1(a). Notwithstanding the foregoing, for purposes of determining compliance with Sections 8.1, 8.2 and 8.3, with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no breach of any basket contained in such sections shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; providedthat for the avoidance of doubt, the foregoing provisions of this Section 1.10shall otherwise apply to such Sections,

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including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections. Following the entry by any Credit Party into an agreement to undertake a Limited Condition Acquisition and prior to the consummation thereof, all financial tests herein that are required to be calculated on a Pro Forma Basis shall be tested both before and after giving pro forma effect to the Limited Condition Acquisition and the transactions contemplated in connection therewith.

ARTICLE II

REVOLVING CREDIT FACILITY

SECTION 2.1 Revolving Credit Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Borrower in Dollars from time to time from the Closing Date to the Revolving Credit Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3; providedthat the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and the Revolving Credit Exposure of any Revolving Credit Lender shall not at any time exceed such Revolving Credit Lender’s Revolving Credit Commitment. Each Revolving Credit Loan by a Revolving Credit Lender shall be in a principal amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Revolving Credit Maturity Date.

SECTION 2.2    Swingline Loans.

(a)    Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, including Section 5.2(d)of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, the Swingline Lender may, in its sole discretion, make Swingline Loans to the Borrower from time to time from the Closing Date to the Revolving Credit Maturity Date; providedthat (i) after giving effect to any amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and (ii) the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) shall not exceed the Swingline Commitment.

(b) Refunding.

(i)    The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), by written notice given no later than 11:00 a.m. on any Business Day request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan as a Base Rate Loan in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Revolving Credit Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its

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Revolving Credit Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Revolving Credit Commitment Percentage of a Swingline Loan.

(ii)    The Borrower shall pay to the Swingline Lender on demand in immediately available funds the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the Borrower irrevocably authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages.

(iii)    If for any reason any Swingline Loan cannot be refinanced with a Revolving Credit Loan pursuant to Section 2.2(b)(i), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section2.2(b)(i), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Swingline Loans then outstanding. Each Revolving Credit Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its Swingline Participation Amount. Whenever, at any time after the Swingline Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Revolving Credit Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Revolving Credit Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); providedthat in the event that such payment received by the Swingline Lender is required to be returned, such Revolving Credit Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(iv)    Each Revolving Credit Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.2(b)(i)and to purchase participating interests pursuant to Section2.2(b)(iii)shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article V, (C) any adverse change in the condition (financial or otherwise) of the Borrower, (D) any breach of this Agreement or any other Loan Document by the Borrower, any other Credit Party or any other Revolving Credit Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

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(v)    If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.04(c)by the time specified in Section 2.04(c)(i), the Swingline Lender shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Revolving Credit Loan or Swingline Participation Amount, as the case may be. A certificate of the Swingline Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(c)    Defaulting Lenders.    Notwithstanding anything to the contrary contained in this Agreement, this Section 2.2shall be subject to the terms and conditions of Section 4.14and Section 4.15.

SECTION 2.3    Procedure for Advances of Revolving Credit Loans and Swingline Loans.

(a)    Requests for Borrowing. The Borrower shall give the Administrative Agent irrevocable prior written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) not later than 11:00

a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with

respect to Base Rate Loans (other than Swingline Loans) in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (z) with respect to Swingline Loans in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, (C) whether such Loan is to be a Revolving Credit Loan or Swingline Loan, (D) in the case of a Revolving Credit Loan whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (E) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. If the Borrower fails to specify a type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of LIBOR Rate Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice of Borrowing received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Revolving Credit Lenders of each Notice of Borrowing.

(b) Disbursement of Revolving Credit and Swingline Loans. Not later than 1:00 p.m. on the proposed borrowing date, (i) each Revolving Credit Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form attached as Exhibit C (a “Notice of AccountDesignation”) delivered

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by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the extent that any Revolving Credit Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Loan. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Revolving Credit Lenders as provided in Section 2.2(b).

SECTION 2.4    Repayment and Prepayment of Revolving Credit and Swingline Loans.

(a)    Repayment on Termination Date. The Borrower hereby agrees to repay the outstanding principal amount of (i) all Revolving Credit Loans in full on the Revolving Credit Maturity Date, and

(ii) all Swingline Loans in accordance with Section 2.2(b)(but, in any event, no later than the Revolving Credit Maturity Date), together, in each case, with all accrued but unpaid interest thereon.

(b)    Mandatory Prepayments. If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first, to the principal amount of outstanding Swingline Loans, secondto the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to such excess (such Cash Collateral to be applied in accordance with Section 9.2(b)).

(c)    Optional Prepayments. The Borrower may at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in whole or in part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three Business Days before each LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (other than Swingline Loans) and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 4.9hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all or a portion of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, or of the net cash proceeds of an Asset Disposition or the issuance of Equity Interests or any other transaction specified in such Notice of Prepayment, may be, if expressly so stated to be, contingent upon the consummation of such refinancing, incurrence, receipt, issuance or other transaction and may be revoked by the Borrower in the event any of the foregoing is not consummated (providedthat the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 4.9).

(d)    Prepayment of Excess Proceeds. In the event proceeds remain after the prepayments of Incremental Term Loans as set forth in Section 4.13(d), the amount of such excess proceeds shall, subject to the terms of the Intercreditor Agreement, be used on the date of the required prepayment under Section 4.13(d)to prepay the outstanding principal amount of the Revolving Credit Loans, without a corresponding

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reduction of the Revolving Credit Commitment, with remaining proceeds, if any, refunded to the Borrower.

(e)    Limitation on Prepayment of LIBOR Rate Loans. The Borrower may not prepay any LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Section 4.9hereof.

(f)    Hedge Agreements. No repayment or prepayment of the Loans pursuant to this Section shall affect any of the Borrower’s obligations under any Hedge Agreement entered into with respect to the Loans.

SECTION 2.5    Permanent Reduction of the Revolving Credit Commitment.

(a)    Voluntary Reduction. The Borrower shall have the right at any time and from time to time, upon at least three Business Days prior irrevocable written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $3,000,000 or any whole multiple of $1,000,000 in excess thereof. Any reduction of the Revolving Credit Commitment shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Revolving Credit Commitment Percentage. All Commitment Fees accrued until the effective date of any termination of the Revolving Credit Commitment shall be paid on the effective date of such termination. Notwithstanding the foregoing, any notice to reduce the Revolving Credit Commitment delivered in connection with any refinancing of all or a portion of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, or of the net cash proceeds of an Asset Disposition or the issuance of Equity Interests or any other transaction specified in such notice may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated (providedthat the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 4.9).

(b)    Corresponding Payment. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such reduction to the Revolving Credit Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Credit Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 9.2(b). Any reduction of the Revolving Credit Commitment to zero shall be accompanied by payment of all outstanding Revolving Credit Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment and the Swingline Commitment and the Revolving Credit Facility. If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 4.9hereof.

SECTION 2.6    Termination of Revolving Credit Facility. The Revolving Credit Facility and the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date.

ARTICLE III

LETTER OF CREDIT FACILITY

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SECTION 3.1    L/C Facility.

(a)    Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Subsidiary Guarantor, Letters of Credit may be issued on any Business Day from the Closing Date to, but not including the 30th Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; providedthat no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than 12 months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall in any event (including in the case of an automatic renewal) be no later than the fifth Business Day prior to the Revolving Credit Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect as of the Closing Date and that such Issuing Lender in good faith deems material to it, or (C) the conditions set forth in Section 5.2are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.

(b)    Defaulting Lenders.    Notwithstanding anything to the contrary contained in this Agreement, Article IIIshall be subject to the terms and conditions of Section 4.14and Section 4.15.

SECTION 3.2 Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that any Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender shall, process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Letter of Credit

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Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

SECTION 3.3    Commissions and Other Charges.

(a)    Letter of Credit Commissions. Subject to Section 4.15(a)(iii)(B), the Borrower shall pay to the Administrative Agent, for the account of the applicable Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in the amount equal to the daily amount available to be drawn under such Letters of Credit times the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined, in each case, on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter, on the Revolving Credit Maturity Date and thereafter on demand of the Administrative Agent. The Administrative Agent shall, promptly following its receipt thereof, distribute to the applicable Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.3in accordance with their respective Revolving Credit Commitment Percentages.

(b)    Issuance Fee. In addition to the foregoing commission, the Borrower shall pay directly to the applicable Issuing Lender, for its own account, an issuance fee with respect to each Letter of Credit issued by such Issuing Lender as set forth in the Fee Letter executed by such Issuing Lender. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity Date and thereafter on demand of the applicable Issuing Lender.

(c)    Other Fees, Costs, Charges and Expenses. In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary fees, costs, charges and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it.

SECTION 3.4    L/C Participations.

(a)    Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

(b)    Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a)in respect of any unreimbursed portion of any payment made

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by such Issuing Lender under any Letter of Credit, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender) the amount specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times(ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times(iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of such Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day.

(c)    Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro ratashare thereof; provided, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

(d)    Each L/C Participant’s obligation to make the Revolving Credit Loans referred to in Section 3.4(b)and to purchase participating interests pursuant to Section 3.4(a)shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article V, (iii) any adverse change in the condition (financial or otherwise) of the Borrower,

(iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Credit Party or any other Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

SECTION 3.5 Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and

(b)    any amounts referred to in Section 3.3(c)incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan as a Base Rate Loan on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan as a Base Rate Loan in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each

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Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a)or Article V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, or if the amount of such drawing is not fully refunded through a Base Rate Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

SECTION 3.6 Obligations Absolute. The Borrower’s obligations under this Article III (including the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the Borrower may have or have had against the applicable Issuing Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees that the applicable Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligation under Section 3.5shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit issued by it, except for errors or omissions caused by such Issuing Lender’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower. The responsibility of any Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit issued to it shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment substantially conforms to the requirements under such Letter of Credit.

SECTION 3.7 Effect of Letter of Credit Application. To the extent that any provision of any Letter of Credit Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article IIIshall apply.

SECTION 3.8    Resignation of Issuing Lenders.

(a)    Any Lender may at any time resign from its role as an Issuing Lender hereunder upon not less than 30 days prior notice to the Borrower and the Administrative Agent (or such shorter period of time as may be acceptable to the Borrower and the Administrative Agent).

(b)    Any resigning Issuing Lender shall retain all the rights, powers, privileges and duties of an Issuing Lender hereunder with respect to all Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an Issuing Lender and all L/C Obligations with respect thereto (including the right to require the Revolving Credit Lenders to take such actions as are required under Section 3.4). Without limiting the foregoing, upon the resignation of a Lender as an Issuing Lender

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hereunder, the Borrower may, or at the request of such resigned Issuing Lender the Borrower shall, use commercially reasonable efforts to, arrange for one or more of the other Issuing Lenders to issue Letters of Credit hereunder in substitution for the Letters of Credit, if any, issued by such resigned Issuing Lender and outstanding at the time of such resignation, or make other arrangements satisfactory to the resigned Issuing Lender to effectively cause another Issuing Lender to assume the obligations of the resigned Issuing Lender with respect to any such Letters of Credit.

SECTION 3.9 Reporting of Letter of Credit Information and L/C Commitment. At any time that there is an Issuing Lender that is not also the financial institution acting as Administrative Agent, then (a) on the last Business Day of each calendar month, (b) on each date that a Letter of Credit is amended, terminated or otherwise expires, (c) on each date that a Letter of Credit is issued or the expiry date of a Letter of Credit is extended, and (d) upon the request of the Administrative Agent, each Issuing Lender (or, in the case of clauses (b), (c) or (d) of this Section, the applicable Issuing Lender) shall deliver to the Administrative Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information (including any reimbursement, Cash Collateral or termination in respect of Letters of Credit issued by such Issuing Lender) with respect to each Letter of Credit issued by such Issuing Lender that is outstanding hereunder. In addition, each Issuing Lender shall provide notice to the Administrative Agent of its L/C Commitment, or any change thereto, promptly upon it becoming an Issuing Lender or making any change to its L/C Commitment. No failure on the part of any L/C Issuer to provide such information pursuant to this Section 3.9shall limit the obligations of the Borrower or any Revolving Credit Lender hereunder with respect to its reimbursement and participation obligations hereunder.

SECTION 3.10 Letters of Credit Issued for Subsidiary Guarantors. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary Guarantor, the Borrower shall be obligated to reimburse, or to cause the applicable Subsidiary Guarantor to reimburse, the applicable Issuing Lender hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for

the account of any of its Subsidiary Guarantors inures to the benefit of the Borrower and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiary Guarantors.

ARTICLE IV GENERAL

LOAN PROVISIONS

SECTION 4.1    Interest.

(a)    Interest Rate Options. Subject to the provisions of this Section, at the election of the Borrower, (i) Revolving Credit Loans and, to the extent set forth in the applicable Lender Joinder Agreement, the Term Loans shall bear interest at (A) the Base Rate plusthe Applicable Margin or

(B) the LIBOR Rate plusthe Applicable Margin (providedthat the LIBOR Rate shall not be available until three Business Days after the Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 4.9of this Agreement) and (ii) any Swingline Loan shall bear interest at the Base Rate plusthe Applicable Margin. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2.

(b)    Default Rate. Subject to Section 9.3, (i) immediately upon the occurrence and during the

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continuance of an Event of Default under Section 9.1(a), (b), (h)or (i), or (ii) at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default,

(A)    the Borrower shall no longer have the option to request LIBOR Rate Loans, Swingline Loans or Letters of Credit, (B) all outstanding LIBOR Rate Loans shall bear interest at a rate per annum of two percent in excess of the rate (including the Applicable Margin) then applicable to LIBOR Rate Loans until the end of the applicable Interest Period and thereafter at a rate equal to two percent in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans, (C) all outstanding Base Rate Loans and other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans or such other Obligations arising hereunder or under any other Loan Document and (D) all accrued and unpaid interest shall be due and payable on demand of the Administrative Agent. Interest shall continue to accrue on the Obligations after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law.

(c)    Interest Payment and Computation. Interest on each Base Rate Loan shall be due and payable in arrears on the last Business Day of each calendar quarter commencing December 30, 2016; and interest on each LIBOR Rate Loan shall be due and payable on the last day of each Interest Period applicable thereto, and if such Interest Period extends over three months, at the end of each three month interval during such Interest Period. All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365/366-day year).

(d)    Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest

applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or

(ii) apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

SECTION 4.2    Notice and Manner of Conversion or Continuation of Loans. Provided that no Default or Event of Default has occurred and is then continuing, the Borrower shall have the option to

(a) convert at any time all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $1,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or

(ii)    continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. three Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any

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LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. If the Borrower fails to give a Notice of Conversion/Continuation within 3 Business Days prior to the end of the Interest Period for any LIBOR Rate Loan, then, so long as no Default or Event of Default has occurred and is continuing, the applicable LIBOR Rate Loan shall be continued as a LIBOR Rate Loan and will be deemed to have the same Interest Period as was then in effect prior to the expiration of the previous Interest Period during which the Borrower failed to give a timely Notice of Conversion/Continuation. Any such automatic continuation of a LIBOR Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loan. Notwithstanding the foregoing, (x) if a Default or Event of Default has occurred and is continuing on the last day of an Interest Period for any LIBOR Rate Loan or (y) any such automatic continuation with respect to any LIBOR Rate Loan shall result in an Interest Period that does not comply with clause (d) of the definition thereof, such Loan shall in each case automatically convert to a Base Rate Loan on the last day of its Interest Period. If the Borrower requests a conversion to, or continuation of, LIBOR Rate Loans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

SECTION 4.3    Fees.

(a)    Commitment Fee. Commencing on the Closing Date, subject to Section 4.15(a)(iii)(A), the Borrower shall pay to the Administrative Agent, for the account of the Revolving Credit Lenders, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to the Applicable Margin (with respect to the column on such Applicable Margin grid specified under “Commitment Fee”) on the average daily unused portion of the Revolving Credit Commitment of the Revolving Credit Lenders (other than the Defaulting Lenders, if any); providedthat the amount of outstanding Swingline Loans shall not be considered usage of the Revolving Credit Commitment for the purpose of calculating the Commitment Fee. The Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter during the term of this Agreement commencing December 30, 2016 and ending on the date upon which all Obligations (other than contingent indemnification obligations not then due) arising under the Revolving Credit Facility shall have been paid and satisfied in full, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Revolving Credit Commitment has been terminated. The Commitment Fee shall be distributed by the Administrative Agent to the Revolving Credit Lenders (other than any Defaulting Lender) pro ratain accordance with such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentages.

(b)    Other Fees. The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in their Fee Letter. The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

SECTION 4.4 Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after

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such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 9.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Section 4.9, 4.10, 4.11or 11.3shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 4.15(a)(ii).

SECTION 4.5    Evidence of Indebtedness.

(a)    Extensions of Credit. The Extensions of Credit made by each Lender and each Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or such Issuing Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender or the applicable Issuing Lender shall be conclusive absent manifest error of the amount of the Extensions of Credit made by the Lenders or such Issuing Lender to the Borrower and its Subsidiaries and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender or any Issuing Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Revolving Credit Note and/or Swingline Note, as applicable, which shall evidence such Lender’s Revolving Credit Loans and/or Swingline Loans, as applicable, in addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

(b)    Participations. In addition to the accounts and records referred to in subsection (a), each Revolving Credit Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Revolving Credit Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

SECTION 4.6 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of

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its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than pursuant to Section 4.9, 4.10, 4.11or 11.3) greater than its pro ratashare thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and

(b)    purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; providedthat:

(i)    if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and

(ii)    the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender),

(B)    the application of Cash Collateral provided for in Section 4.14or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to the Borrower or any of its Subsidiaries or Affiliates (as to which the provisions of this paragraph shall apply.

Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation.

SECTION 4.7 Administrative Agent’s Clawback.

(a)    Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender (i) in the case of Base Rate Loans, not later than 12:00 noon on the date of any proposed borrowing and (ii) otherwise, prior to the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Sections 2.3(b)and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from the date such amount is made available to the Borrower to the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

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(b)    Payments by the Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders, the Issuing Lender or the Swingline Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the Issuing Lender or the Swingline Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, the Issuing Lender or the Swingline Lender, as the case maybe, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, Issuing Lender or the Swingline Lender, with interest thereon, for each day from the date such amount is distributed to it to the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(c)    Nature of Obligations of Lenders Regarding Extensions of Credit. The obligations of the Lenders under this Agreement to make the Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. The failure of any Lender to make available its Commitment Percentage of any Loan requested by the Borrower shall not relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

SECTION 4.8    Changed Circumstances.

(a)    Circumstances Affecting LIBOR Rate Availability. In connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 4.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.

(b)    Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental

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Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans, and the right of the Borrower to convert any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period.

SECTION 4.9 Indemnity. The Borrower hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees payable to terminate the deposits from which such funds were obtained) which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due to any failure of the Borrower to borrow, continue or convert on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan on a date other than the last day of the Interest Period therefor; providedthat the foregoing indemnity shall not apply to any loss or expense suffered by a Lender resulting from the failure of such Lender to fund any Loan at a time required hereunder. The amount of such loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its Commitment Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 4.10    Increased Costs.

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

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

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

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

and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its

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obligation to make any such Loan), or to increase the cost to such Lender, such Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Issuing Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, such Issuing Lender or other Recipient, the Borrower shall promptly, and in any event, within ten Business Days, pay to any such Lender, such Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)    Capital Requirements. If any Lender or any Issuing Lender determines that any Change in Law affecting such Lender or such Issuing Lender or any lending office of such Lender or such Lender’s or such Issuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Lender’s capital or on the capital of such Lender’s or such Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Lender’s policies and the policies of such Lender’s or such Issuing Lender’s holding company with respect to capital adequacy and liquidity), then from time to time upon written request of such Lender or such Issuing Lender the Borrower shall promptly and in any event, within ten Business Days, pay to such Lender or such Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company for any such reduction suffered.

(c)    Certificates for Reimbursement. A certificate of a Lender, or an Issuing Lender or such other Recipient setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender or such Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section and

delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Lender or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten Business Days after receipt thereof.

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

SECTION 4.11    Taxes.

(a)    Defined Terms. For purposes of this Section 4.11, the term “Lender” includes any Issuing Lender and the term “Applicable Law” includes FATCA.

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(b)    Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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

(d)    Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.

(e)    Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.8(d)relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f)    Evidence of Payments. As soon as practicable after any payment of Taxes any Credit Party to a Governmental Authority pursuant to this Section 4.11, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders.

(i)    Any Lender that is entitled to an exemption from or reduction of withholding Tax

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with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 4.11(g)(ii)(A), (ii)(B)and (ii)(D)below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing:

(A)    Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax;

(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the

reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such tax treaty and

(y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

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

(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and

(y) executed copies of IRS Form W-8BEN-E; or

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(4)    to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; providedthat if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a

U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;

(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)    if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)    Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4.11(including by the payment of additional amounts pursuant to this Section 4.11), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph

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(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)    Indemnification of the Administrative Agent. Each Lender and each Issuing Lender shall severally indemnify the Administrative Agent within ten days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.8(d)relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (i). The agreements in paragraph (i) shall survive the resignation and/or replacement of the Administrative Agent.

(j)    Survival. Each party’s obligations under this Section 4.11shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

SECTION 4.12    Mitigation Obligations; Replacement of Lenders.

(a)    Designation of a Different Lending Office. If any Lender requests compensation under Section 4.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.10or Section 4.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)    Replacement of Lenders. If any Lender requests compensation under Section 4.10, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.11, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 4.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions

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contained in, and consents required by, Section 11.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 4.10or 4.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); providedthat:

(i)    the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.8;

(ii)    such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)    in the case of any such assignment resulting from a claim for compensation under Section 4.10or payments required to be made pursuant to Section 4.11, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with Applicable Law; and

(v)    in the case of any assignment resulting from a Lender becoming a Non- Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 4.13    Incremental Loans.

(a)    At any time, the Borrower may by written notice to the Administrative Agent elect to request the establishment of:

(i)    one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more additional term loans (any such additional term loan, an “Incremental Term Loan”); or

(ii)    one or more increases in the Revolving Credit Commitments (any such increase, an “Incremental Revolving Credit Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) to make revolving credit loans under the Revolving Credit Facility (any such increase, an “Incremental Revolving Credit Increase” and, together with the Incremental Term Loans, the “Incremental Loans”);

providedthat (1) the total aggregate principal amount for all such Incremental Loan Commitments (and Incremental Loans funded thereunder) and all FCS Increases shall not (as of any date of incurrence thereof) exceed (x) $200,000,000 plus(y) after such $200,000,000 has been fully utilized, an amount equal to the amount of additional Indebtedness (in no case to exceed $100,000,000 for all such further Incremental Loan Commitments (and Incremental Loans funded thereunder) and all further FCS Increases) that would cause the Consolidated First Lien Leverage Ratio as of the four consecutive fiscal quarter period most

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recently ended prior to the incurrence of such Indebtedness for which financial statements have been delivered pursuant to Section 7.1(a)or 7.1(b), calculated on a Pro Forma Basis after giving effect to the incurrence of such additional Indebtedness to exceed 3.00:1.00, and (2) the total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a minimum principal amount of $20,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Loan Commitment shall be effective, which shall be a date not less than ten Business Days (or such shorter time as may be agreed by the Administrative Agent) after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person who would be an Eligible Assignee for the applicable class of Loan or Commitment, to provide an Incremental Loan Commitment (any such Person, an “Incremental Lender”). Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment. Any Incremental Loan Commitment shall become effective as of such Increased Amount Date; provided that:

(A)    no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Loan Commitment, (2) the making of any Incremental Loans pursuant thereto and (3) any Permitted Acquisition or Investment consummated in connection therewith, providedthat if any such Incremental Term Loan Commitment is being made in connection with a Permitted Acquisition or other permitted Investment the consummation of which is not substantially contemporaneous with the agreement to undertake such transaction and the applicable Credit Party’s obligation to consummate such transaction is not conditioned on the availability of, or on obtaining, third party financing (a “Limited Condition Acquisition”), such condition and the requirements of Section 5.2(b) may be waived by the applicable Incremental Term Lenders (except with respect to Events of Default set forth in clauses (a), (b), (h) or (i) of Section 9.1);

(B)    the Administrative Agent and the Lenders shall have received from the Borrower an Officer’s Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Section 8.13and, if applicable, the Consolidated First Lien Leverage Ratio set forth in clause (a) above, in each case based on the financial statements most recently delivered pursuant to Section 7.1(a)or 7.1(b), as applicable, both before and after giving effect (on a Pro Forma Basis) to (x) any Incremental Loan Commitment (with any Incremental Term Loan Commitment being deemed to be fully funded) and (y) any Permitted Acquisition consummated in connection therewith, providedthat in calculating the Consolidated First Lien Leverage Ratio, all unfunded commitments shall be deemed fully funded, as set forth in the definition thereof;

(C)    each of the representations and warranties contained in Article VI shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increased Amount Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date) providedthat if any such Incremental Term Loan Commitment is being made in connection with a Limited Condition Acquisition, such condition may be waived by the

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applicable Incremental Term Lenders (except with respect to the Specified Representations (applied mutatis mutandis to such Permitted Acquisition or Investment, where such representations currently reference the Transactions));

(D)    the proceeds of any Incremental Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions);

(E)    each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis;

(F)    (1) in the case of each Incremental Term Loan (the terms of which shall be set forth in the relevant Lender Joinder Agreement):

(x)    such Incremental Term Loan will amortize and bear interest in a manner determined by the Incremental Lenders making such Incremental Term Loan and the Borrower, providedthat such Incremental Term Loan will not in any event have a maturity date earlier than the Revolving Credit Maturity Date;

(y)    except as provided above and in Section 4.13(d)below, all other terms and conditions applicable to any Incremental Term Loan (including with respect to mandatory prepayment) shall be reasonably satisfactory to the Administrative Agent and the Borrower;

(2) in the case of each Incremental Revolving Credit Increase (the terms of which shall be set forth in the relevant Lender Joinder Agreement):

(x)    any upfront fees applicable to such Revolving Credit Increase shall be as determined by the Borrower and Lenders providing such Incremental Revolving Credit Increase, and such Incremental Revolving Credit Increase shall mature on the Revolving Credit Maturity Date, shall bear interest and be entitled to fees (other than upfront fees), in each case at the rate applicable to the Revolving Credit Loans, and shall be subject to the same other terms and conditions as the Revolving Credit Loans;

(y)    the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Revolving Credit Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9in connection with such reallocation as if such reallocation were a repayment); and

(z)    all of the other terms and conditions applicable to such Incremental Revolving Credit Increase shall be identical to the terms and conditions applicable to the Revolving Credit Facility;

(G)    any Incremental Lender with an Incremental Revolving Credit Increase

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shall be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with each Incremental Revolving Credit Increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder;

(H)    such Incremental Loan Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 4.13); and

(I)    the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such Incremental Loan and/or Incremental Term Loan Commitment) reasonably requested by Administrative Agent in connection with any such transaction.

(b)    The Incremental Lenders shall be included in any determination of the Required Lenders or Required Revolving Credit Lenders, as applicable, and, unless otherwise agreed, the Incremental Lenders providing an Incremental Revolving Credit Increase or Incremental Term

Loan will not constitute a separate Class from any other Revolving Credit Loan or Term Loan, respectively, for any purposes under this Agreement.

(c)    (i) On any Increased Amount Date on which any Incremental Term Loan Commitment becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Term Loan Commitment shall make, or be obligated to make, an Incremental Term Loan to the Borrower in an amount equal to its Incremental Term Loan Commitment and shall become a Term Loan Lender hereunder with respect to such Incremental Term Loan Commitment and the Incremental Term Loan made pursuant thereto.

(ii) On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Revolving Credit Commitment shall become a Revolving Credit Lender hereunder with respect to such Incremental Revolving Credit Commitment.

(d) Mandatory Prepayment from Debt Issuances.

(i)    The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (ii) below in an amount equal to 100% of the aggregate Net Cash Proceeds from any Debt Issuance not otherwise permitted pursuant to Section 8.1. Such prepayment shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Debt Issuance.

(ii)    Upon the occurrence of any event triggering the prepayment requirement under clause (i) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 4.13(d)shall be applied (subject in all cases to the Intercreditor Agreement) as follows: first, unless otherwise waived by the applicable

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Incremental Lenders, to the remaining scheduled principal installments of any Incremental Term Loans as determined by the Borrower and the applicable Incremental Lenders and (ii) second, to the extent of any excess, to prepay the Revolving Credit Loans without a corresponding reduction in the applicable revolving commitments.

SECTION 4.14 Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent, any Issuing Lender (with a copy to the Administrative Agent) or the Swingline Lender (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Fronting Exposure of such Issuing Lender and/or the Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 4.15(a)(iv)and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(a)    Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of each Issuing Lender and the Swingline Lender, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swingline Loans, to be applied pursuant to subsection (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent, each Issuing Lender and the Swingline Lender as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the

Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(b)    Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 4.14or Section 4.15in respect of Letters of Credit and Swingline Loans shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swingline Loans (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(c)    Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of any Issuing Lender and/or the Swingline Lender, as applicable, shall no longer be required to be held as Cash Collateral pursuant to this Section 4.14 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent, the Issuing Lenders and the Swingline Lender that there exists excess Cash Collateral; provided that, subject to Section 4.15, the Person providing Cash Collateral, the Issuing Lenders and the Swingline Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; and provided furtherthat to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

SECTION 4.15    Defaulting Lenders.

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

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(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 11.2.

(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IXor otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.4shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro ratabasis of any amounts owing by such Defaulting Lender to the Issuing Lenders or the Swingline Lender hereunder; third, to Cash Collateralize the Fronting Exposure of the Issuing Lenders and the Swingline Lender with respect to such Defaulting Lender in accordance with Section 4.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro ratain order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (B) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swingline Loans issued under this Agreement, in accordance with

Section 4.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; providedthat if (1) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit or Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit or Swingline Loans were issued at a time when the conditions set forth in Section 5.2were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit or Swingline Loans owed to, all Non-Defaulting Lenders on a pro ratabasis prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit or Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro ratain accordance with the Revolving Credit Commitments under the applicable Revolving Credit Facility without giving effect to Section 4.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 4.15(a)(ii)shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

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(A)    No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)    Each Defaulting Lender shall be entitled to receive letter of credit commissions pursuant to Section 3.3for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Credit Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 4.14.

(C)    With respect to any Commitment Fee or letter of credit commission not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to each applicable Issuing Lender and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

(iv)    Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non- Defaulting Lender’s Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)    Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, repay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second, Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section 4.14.

(b)    Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Issuing Lenders and the Swingline Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rataby the Lenders in accordance with the Commitments under the applicable Credit Facility (without giving effect to Section 4.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; providedthat no adjustments will be made retroactively

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with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE V

CONDITIONS OF CLOSING AND BORROWING

SECTION 5.1 Conditions to Closing and Initial Extensions of Credit. The obligation of the Lenders to close this Agreement and to make the initial Loans or issue or participate in the initial Letter of Credit, if any, is subject to the satisfaction of each of the following conditions:

(a)    Executed Loan Documents. This Agreement, a Revolving Credit Note in favor of each Revolving Credit Lender requesting a Revolving Credit Note, a Swingline Note in favor of the Swingline Lender (in each case, if requested thereby), the Security Documents, the Intercreditor Agreement and the Subsidiary Guaranty Agreement, together with any other applicable Loan Documents, shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder or thereunder.

(b)    Closing Certificates; Etc.The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

(i)    Officer’s Certificate. A certificate from a Responsible Officer of the Borrower to the effect that (A) all representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects); (B) none of the Credit Parties is in violation of any of the covenants contained in this Agreement and the other Loan Documents; (C) after giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; (D) since December 31, 2015, no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a (1) Material Adverse Effect or (2) a material impairment of the ability of any Credit Party to perform its obligations under the Loan Documents to which it is a party; and (E) each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in Section 5.1and 5.2.

(ii)    Certificate of Secretary of each Credit Party. A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date,

(C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 5.1(b)(iii).

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(iii)    Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable.

(iv)    Opinions of Counsel. Opinions of counsel to the Credit Parties addressed to the Administrative Agent and the Lenders with respect to the Credit Parties, the Loan Documents and such other matters as the Administrative Agent shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders).

(c) Personal Property Collateral.

(i)    Filings and Recordings. The Administrative Agent shall have received all filings and recordations in the applicable Uniform Commercial Code filing offices and in the United States Copyright Office and United States Patent and Trademark Office that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).

(ii)    Pledged Collateral. The Administrative Agent shall have received (A) original stock certificates or other certificates evidencing the certificated Equity Interests pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and (B) each original

promissory note pledged and required to be delivered pursuant to the Security Documents together with an undated allonge for each such promissory note duly executed in blank by the holder thereof.

(iii)    Lien Search. The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Credit Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such Credit Party, indicating among other things that the assets of each such Credit Party are free and clear of any Lien (except for Permitted Liens).

(iv)    Property and Liability Insurance. The Administrative Agent shall have received, in each case in form and substance reasonably satisfactory to the Administrative Agent, evidence of property, business interruption and liability insurance covering each Credit Party.

(d) Consents; Defaults.

(i)    Governmental and Third Party Approvals. The Credit Parties shall have received all material governmental, shareholder and third party consents and approvals necessary in connection with the transactions contemplated by this Agreement and the other Loan Documents.

(ii)    No Injunction, Etc.No action, proceeding or investigation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it

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inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby.

(e) Financial Matters.

(i)    Financial Statements. The Administrative Agent shall have received (A) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2015, and the related audited statements of income and retained earnings and cash flows for the Fiscal Year then ended and (B) unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2016 and related unaudited interim statements of income and retained earnings and cash flows.

(ii)    Financial Projections. The Administrative Agent shall have received pro forma Consolidated financial statements for the Borrower and its Subsidiaries, and projections prepared by management of the Borrower for the fiscal year ending December 31, 2016 and each year thereafter during the term of the Credit Facility.

(iii)    Financial Condition/Solvency Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of the Borrower, that

(A) after giving effect to the Transactions the Credit Parties, on a Pro Forma Basis, are Solvent, and (B) attached thereto are calculations evidencing compliance on a Pro Forma Basis after giving effect to the Transactions with the covenants contained in Section 8.13.

(iv)    Payment at Closing. The Borrower shall have paid or made arrangements to pay contemporaneously with closing (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 4.3and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued, invoiced and unpaid prior to or on the Closing Date, plussuch reasonable additional amounts of such fees, charges and disbursements of counsel as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Closing Date (providedthat such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

(f)    FCS Facility. The Administrative Agent shall have received (x) copies of the FCS Facility and the “Loan Documents” as defined thereunder (including all exhibits, appendices, schedules, annexes and attachments thereto and amendments thereof), duly executed by each party thereto, all in form and substance reasonably satisfactory to the Administrative Agent, and (y) evidence that the conditions to closing thereunder have been satisfied and the closing thereof will occur concurrently with the closing of this Agreement in accordance with all such documents.

(g) Miscellaneous.

(i)    Notice of Account Designation. The Administrative Agent shall have received a Notice of Account Designation specifying the account or accounts to which the proceeds of any Loans made on or after the Closing Date are to be disbursed.

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(ii)    Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

(iii)    Existing Indebtedness. All Indebtedness of the Borrower and its Subsidiaries (including outstanding Indebtedness under the Existing Loan Agreement but excluding Indebtedness permitted pursuant to Section 8.1) shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.

(iv)    PATRIOT Act, etc. The Borrower and each of the Subsidiary Guarantors shall have provided to the Administrative Agent and the Lenders the documentation and other information requested by the Administrative Agent at least ten Business Days prior to the Closing Date in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations.

(v)    Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Administrative Agent. The Administrative Agent shall have received copies of all other documents, certificates and instruments reasonably requested thereby, with respect to the transactions contemplated by this Agreement.

Without limiting the generality of the provisions of Section 10.3(c), for purposes of determining compliance with the conditions specified in this Section 5.1, the Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

SECTION 5.2 Conditions to All Extensions of Credit. Except as otherwise expressly provided in Section 4.13 with respect to Incremental Loans, the obligations of the Lenders to make or participate in any Loan (including the initial Loans), and/or any Issuing Lender to issue or extend any Letter of Credit are subject to the satisfaction of the following conditions precedent on the relevant borrowing, issuance or extension date:

(a)    Continuation of Representations and Warranties. The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of such borrowing, issuance or extension date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date).

(b)    No Existing Default. No Default or Event of Default shall have occurred and be continuing (i) on the borrowing date with respect to such Loan or after giving effect to the Loans to be made on

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such date or (ii) on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date.

(c)    Notices. The Administrative Agent shall have received a Notice of Borrowing or Letter of Credit Application, as applicable, from the Borrower in accordance with Section 2.3(a)or Section3.2, as applicable.

(d) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender,

(i)    the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) the Issuing Lender shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, which representations and warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 5.2, that:

SECTION 6.1    Organization; Power; Qualification. Each Credit Party and each Subsidiary thereof (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its

incorporation or formation, (b) has the power and authority to own its Properties and to carry on its business as now being and hereafter proposed to be conducted and (c) is duly qualified and authorized to do business in each jurisdiction in which the character of its Properties or the nature of its business requires such qualification and authorization except in jurisdictions where the failure to be so qualified or in good standing could not reasonably be expected to result in a Material Adverse Effect. The jurisdictions in which each Credit Party and each Subsidiary thereof are organized as of the Closing Date are described on Schedule 6.1.

SECTION 6.2 Ownership. Each Subsidiary of each Credit Party as of the Closing Date is listed on Schedule 6.2. As of the Closing Date, the capitalization of each Credit Party (other than the Borrower) and its Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 6.2. As of the Closing Date, all outstanding shares listed on Schedule 6.2have been duly authorized and validly issued and are fully paid and nonassessable and not subject to any preemptive or similar rights. As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or require the issuance of Equity Interests of any Credit Party (other than the Borrower) or any Subsidiary thereof, except as described on Schedule 6.2.

SECTION 6.3 Authorization; Enforceability. Each Credit Party and each Subsidiary thereof has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan

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Documents have been duly executed and delivered by the duly authorized officers of each Credit Party and each Subsidiary thereof that is a party thereto, and each such document constitutes the legal, valid and binding obligation of each Credit Party and each Subsidiary thereof that is a party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

SECTION 6.4 Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any Applicable Law relating to any Credit Party or any Subsidiary thereof, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) with respect to the execution and delivery of the Loan Documents by any Credit Party, result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii)    consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) such other consents, authorizations, filings or acts which have been made or obtained in connection with this Agreement or any Security Document and are in full force and effect.

SECTION 6.5 Compliance with Law; Governmental Approvals. Each Credit Party and each Subsidiary thereof (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business as currently being conducted, each of which is in full force and effect, (b) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties and (c) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law, except in each case (a), (b) or (c) where the failure to have, comply or file could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.6 Tax Returns and Payments. Each Credit Party and each Subsidiary thereof has duly filed or caused to be filed all federal, and all other material state, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all material federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party). Such material tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof for the periods covered thereby. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof with respect to any material unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves

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in conformity with GAAP have been provided for on the books of the relevant Credit Party and

(b) Permitted Liens).

SECTION 6.7 Intellectual Property Matters. Each Credit Party and each Subsidiary thereof owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service mark, service mark rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business, except where the failure to own or possess such rights could not reasonably be expected to have a Material Adverse Effect. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, which in either case would reasonably be expected to have a Material Adverse Effect.

SECTION 6.8 Environmental Matters. Except for matters or circumstances that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect:

(a)    There has been no release, or to its knowledge, threat of release, of Hazardous Materials at, on, under or from properties owned, leased or operated by any Credit Party or any Subsidiary, now or in the past, in violation of or in amounts or in a manner that could give rise to liability under applicable Environmental Laws;

(b)    Each Credit Party and each Subsidiary is currently in compliance, and has previously been in compliance, with all Environmental Laws applicable to its properties and operations, and there are no Hazardous Materials at, on, under or originating from such properties or such operations that could interfere with the continued operation of such properties or impair the fair saleable value thereof;

(c)    No Credit Party nor any Subsidiary thereof has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters, Hazardous

Materials or compliance with Environmental Laws, nor does any Credit Party or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened;

(d)    Hazardous Materials have not been transported or disposed of to or from the properties owned, leased or operated by any Credit Party or any Subsidiary thereof in violation of, or in a manner or to a location which could give rise to liability under, Environmental Laws, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Laws; and

(e)    No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrower, threatened, with respect to any Environmental Claim or otherwise under any Environmental Law to which any Credit Party or any Subsidiary thereof has been named as a defendant or potentially responsible party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any applicable Environmental Law with respect to any Credit Party, any Subsidiary thereof, with respect to any real property owned, leased or operated by any Credit Party or any Subsidiary thereof.

SECTION 6.9    Employee Benefit Matters.

(a)    As of the Closing Date, no Credit Party nor any ERISA Affiliate maintains or contributes

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to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule6.9;

(b)    Each Credit Party and each ERISA Affiliate is in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by any Credit Party or any ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect;

(c)    As of the Closing Date, no Pension Plan has been terminated, nor has any Pension Plan become subject to funding based benefit restrictions under Section 436 of the Code, nor has any funding waiver from the IRS been received or requested with respect to any Pension Plan, nor has any Credit Party or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Sections 412 or 430 of the Code, Section 302 of ERISA or the terms of any Pension Plan on or prior to the due dates of such contributions under Sections 412 or 430 of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;

(d)    Except where the failure of any of the following representations to be correct could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no Credit Party nor any ERISA Affiliate has: (i) engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code, (ii) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (iii) failed to make a required contribution or payment to a Multiemployer Plan, or

(iv)    failed to make a required installment or other required payment under Sections 412 or 430 of the Code;

(e)    Except to the extent set forth in the Borrower’s latest Form 10-K or 10-Q filed with the SEC prior to the date of this Agreement, no Termination Event has occurred or is reasonably expected to occur; and

(f)    Except where the failure of any of the following representations to be correct could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to its knowledge, threatened concerning or involving (i) any employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Credit Party or any ERISA Affiliate, (ii) any Pension Plan or (iii) any Multiemployer Plan.

SECTION 6.10 Margin Stock. No Credit Party nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans or Letters

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of Credit will be used for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors. Following the application of the proceeds of each Extension of Credit, not more 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 8.2or 8.5or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness in excess of the Threshold Amount will be “margin stock”.

SECTION 6.11 Government Regulation. No Credit Party nor any Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940) and no Credit Party nor any Subsidiary thereof is, or after giving effect to any Extension of Credit will be, subject to regulation under the Interstate Commerce Act, or any other Applicable Law which limits its ability to incur or consummate the transactions contemplated hereby.

SECTION 6.12 Employee Relations. As of the Closing Date, no Credit Party nor any Subsidiary thereof is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of its employees except as set forth on Schedule 6.12. The Borrower knows of no threatened (in accordance with the applicable collective bargaining agreement) in writing or pending strikes, work stoppage or other collective labor disputes involving its employees or those of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 6.13 Financial Statements. The audited and unaudited financial statements delivered pursuant to Section 5.1(e)(i)fairly present, in all material respects, on a Consolidated basis the assets, liabilities and financial position of the Borrower and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended (other than customary year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited financial statements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent required to be disclosed under GAAP. The projections delivered pursuant to Section 5.1(e)(ii)were prepared in good faith on the basis of the assumptions stated therein, which assumptions are believed to be reasonable in light of then existing conditions (it being recognized by the Lenders that projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections and that such differences may be material and that such projections are not a guarantee of performance).

SECTION 6.14 No Material Adverse Effect. Since December 31, 2015, there has been no Material Adverse Effect or event, condition or contingency that could reasonably be expected to have a Material Adverse Effect.

SECTION 6.15    Solvency. The Credit Parties, on a Consolidated basis, are Solvent.

SECTION 6.16 Title to Properties. Each Credit Party and each Subsidiary thereof has such title or leasehold to the real property owned or leased by it as is necessary to the conduct of its business and valid and legal title to all personal property and assets owned by it, in each case, subject to Permitted Liens, except those which have been disposed of by the Credit Parties and their Subsidiaries subsequent to such date which dispositions have been in the ordinary course of business or as otherwise expressly permitted hereunder.

SECTION 6.17 Litigation. Except for matters existing on the Closing Date and set forth on

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Schedule 6.17, there are no actions, suits or proceedings pending nor, to its knowledge, threatened in writing against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that could reasonably be expected to have a Material Adverse Effect.

SECTION 6.18 Anti-Corruption Laws and Sanctions. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers, employees or affiliates, or (b) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person or currently the subject or target of any Sanctions or (ii) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws.

SECTION 6.19 Absence of Defaults. No event has occurred or is continuing which constitutes a Default or Event of Default.

SECTION 6.20 Senior Indebtedness Status. The Obligations of each Credit Party and each Subsidiary thereof under this Agreement and each of the other Loan Documents ranks and shall continue to rank at least senior in priority of payment to all Subordinated Indebtedness and all senior unsecured Indebtedness of each such Person and is designated as “Senior Indebtedness” under all instruments and documents, now or in the future, relating to all Subordinated Indebtedness and all senior unsecured Indebtedness of such Person.

SECTION 6.21 Disclosure. No financial statement, written material report, material certificate or other material written information furnished in writing (including the Borrower’s filings with the SEC but excluding projected or estimated information) by or on behalf of any Credit Party or any Subsidiary thereof to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken together as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect on the date as of which such information is dated or certified; providedthat, with respect to projected financial information, estimated and pro forma financial information and other projected or estimated information, such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders that such projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections and that such differences may be material and that such projections are not a guarantee of performance).

ARTICLE VII

AFFIRMATIVE COVENANTS

Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Commitments terminated, each Credit Party will, and will cause each of its Subsidiaries to:

SECTION 7.1 Financial Statements and Budgets. Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

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(a)    Annual Financial Statements. Within 90 days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2016), an audited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, retained earnings and cash flows including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Year and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall be audited by an independent certified public accounting firm of recognized national standing acceptable to the Administrative Agent, and accompanied by a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing standards that is not subject to any “going concern” or similar explanatory language or any qualification as to the scope of such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP.

(b)    Quarterly Financial Statements. Within 45 days (or, if earlier, on the date of any required public filing thereof) after the end of the first three fiscal quarters of each Fiscal Year (commencing with the fiscal quarter ending September 30, 2016), an unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of income, retained earnings and cash flows and a report containing management’s discussion and analysis of such financial statements for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by the chief financial officer of the Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated basis as of their respective dates and the results of operations of the Borrower and its Subsidiaries for the respective periods then ended, subject to normal year-end adjustments and the absence of footnotes.

(c)    Annual Budget. Within 30 days after the end of each Fiscal Year (or, if sooner, when finalized by the Borrower’s board of directors), an operating and capital budget of the Borrower and its Subsidiaries for the ensuing four fiscal quarters on a consolidated basis and a report containing management’s discussion and analysis of such budget with a reasonable disclosure of the key assumptions and drivers with respect to such budget, accompanied by a certificate from a Responsible Officer of the Borrower to the effect that such budget contains good faith estimates (utilizing assumptions believed to be reasonable at the time of delivery of such budget) of the financial condition and operations of the Borrower and its Subsidiaries for such period.

SECTION 7.2    Certificates; Other Reports.    Deliver to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

(a)    at each time financial statements are delivered pursuant to Section 7.1(a)or (b)a duly completed Officer’s Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower;

(b)    promptly upon receipt thereof, copies of all management reports, if any, submitted to the Borrower or its board of directors by its independent public accountants in connection with their auditing function, including any management responses thereto;

(c)    promptly after the furnishing thereof, (i) copies of any statement or report furnished to the

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FCS Agent pursuant to the terms of the FCS Facility other than (x) any such statement or report already furnished to the Administrative Agent and (y) routine administrative notices and (ii) copies of any notice of default or event of default furnished by any holder of Indebtedness of any Credit Party or any Subsidiary thereof in excess of the Threshold Amount pursuant to the terms of any indenture, loan or credit or similar agreement;

(d)    promptly after the institution, filing or receipt thereof, notice of any action or proceeding by any Governmental Authority against any Credit Party or any Subsidiary thereof with any Environmental Law that could, if adversely determined, reasonably be expected to have a Material Adverse Effect;

(e)    promptly, and in any event within five Business Days after receipt thereof by any Credit Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results of any Credit Party or any Subsidiary thereof;

(f)    promptly upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act), as from time to time reasonably requested by the Administrative Agent or any Lender; and

(g)    such other information regarding the operations, business affairs and financial condition of any Credit Party or any Subsidiary thereof as the Administrative Agent or any Lender may reasonably request.

Documents required to be delivered pursuant to Section 7.1(a)or (b)may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 11.1; (ii) such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) such documents are publicly filed with the SEC. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Compliance Certificates required by Section 7.2 to the Administrative Agent. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that the Administrative Agent and/or the Arranger will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform.

SECTION 7.3 Notice of Litigation and Other Matters. Promptly (but in no event later than ten days after any Responsible Officer of any Credit Party obtains knowledge thereof) notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice):

(a)    the occurrence of any Default or Event of Default;

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(b)    the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any Credit Party or any Subsidiary thereof or any of their respective properties, assets or businesses in each case that if adversely determined could reasonably be expected to result in a Material Adverse Effect;

(c)    any notice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority, including any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect;

(d)    any labor controversy that has resulted in, or threatens (in accordance with the applicable collective bargaining agreement) to result in, a strike or other work action against any Credit Party or any Subsidiary thereof that could reasonably be expected to have a Material Adverse Effect;

(e)    any attachment, judgment, lien, levy or order exceeding the Threshold Amount is assessed against any Credit Party or any Subsidiary thereof; and

(f)    (i) any unfavorable determination letter from the IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (ii) all notices received by any Credit Party or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA and (iv) the Borrower obtaining knowledge or reason to know that any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA.

Each notice pursuant to Section 7.3shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

SECTION 7.4 Preservation of Corporate Existence and Related Matters. Except as permitted by Section 8.4or Section 8.5, preserve and maintain its separate corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its business taken as a whole, and qualify and remain qualified as a foreign corporation or other entity and authorized to do business in each jurisdiction in which the failure to so qualify, maintain or be authorized could reasonably be expected to have a Material Adverse Effect.

SECTION 7.5    Maintenance of Property and Licenses.

(a)    Subject to Section 7.4, in addition to the requirements of any of the Security Documents, protect and preserve all Properties necessary in and material to its business taken as a whole, including copyrights, patents, trade names, service marks and trademarks; maintain in good working order and condition, ordinary wear and tear, obsolescence and condemnation excepted, all buildings, equipment and other tangible real and personal property; and from time to time make or cause to be made all repairs, renewals and replacements thereof and additions to such Property necessary for the conduct of its business, in each case except as such action or inaction would not reasonably be expected to result in a Material Adverse Effect.

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(b)    Maintain, in full force and effect in all material respects, each and every license, permit, certification, qualification, approval or franchise issued by any Governmental Authority (each a “License”) required for each of them to conduct their respective businesses as presently conducted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 7.6 Insurance. Maintain insurance with financially sound and reputable insurance companies against at least such risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law (including hazard and business interruption insurance). All such insurance shall, from and after the date ten days after the Closing Date,

(a) provide that no cancellation thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof (unless otherwise agreed by the Administrative Agent in its sole discretion with respect to any such insurance), (b) name the Administrative Agent as an additional insured party thereunder and (c) in the case of each casualty insurance policy, name the Administrative Agent as lender’s loss payee or mortgagee, as applicable. On the Closing Date and from time to time thereafter, deliver to the Administrative Agent upon its request information in reasonable detail as to the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.

SECTION 7.7 Accounting Methods and Financial Records. Maintain a system of accounting, and keep proper books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP.

SECTION 7.8 Payment of Taxes and Other Obligations. Pay and perform all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its Property before any penalty accrues thereon; providedthat no such tax, assessment or charge described in clause

(a)    of this Section need be paid if it is being contested in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP.

SECTION 7.9 Compliance with Laws and Approvals.Observe and remain in compliance all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 7.10 Environmental Laws. In addition to and without limiting the generality of Section 7.9, (a) comply with, and use reasonable efforts to ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and use reasonable efforts to ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws and (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, in each case, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 7.11 Compliance with ERISA.In addition to and without limiting the generality of Section 7.9, (a) except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply with applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans, (ii) not take any action or fail to take action the result of which could reasonably be expected to result in a liability to the PBGC or to a Multiemployer Plan, (iii) not participate in any prohibited transaction

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that could result in any civil penalty under ERISA or tax under the Code and (iv) operate each Employee Benefit Plan in such a manner that will not incur any tax liability under Section 4980B of the Code or any liability to any qualified beneficiary as defined in Section 4980B of the Code and (b) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information about any Employee Benefit Plan as may be reasonably requested by the Administrative Agent.

SECTION 7.12 Visits and Inspections. Permit representatives of the Administrative Agent (accompanied by any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect its properties; inspect, audit and make extracts from its books, records and files, including management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects, in each case, subject to limitations on information that (i) may not be disclosed due to third party confidentiality restrictions, (ii) is subject to attorney-client privilege or which constitutes attorney work product or (iii) is would result in disclosure of a trade secret of the Borrower or any of its Subsidiaries; providedthat excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year at the Borrower’s expense; provided furtherthat upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices (or such other location as may be agreed to by the Borrower and the Administrative Agent, including telephonically) at such time as may be agreed by the Borrower and the Administrative Agent.

SECTION 7.13    Additional Subsidiaries.

(a)    Additional Domestic Subsidiaries. Promptly after the creation or acquisition of any Domestic Subsidiary (and, in any event, within 30 days after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) cause such Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, to the extent applicable (and if not an Excluded Asset), (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; providedthat the requirements of this Section 7.13(a)shall not apply to any Excluded Subsidiary except with respect to clauses (iv) and (v) above.

(b)    Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (and, in any event, within 45 days after such notification, as such time period may be extended by the Administrative Agent in its

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sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging 65% of the total outstanding voting Equity Interests (and 100% of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

(c)    Permitted Acquisitions. Notwithstanding anything in this Section 7.13to the contrary, to the extent any new Subsidiary is created solely for the purpose of consummating a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any purchase price consideration contributed to it contemporaneously with the closing of such Permitted Acquisitions, such new Subsidiary shall not be required to take the actions set forth in Section 7.13(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, such new Subsidiary or surviving entity (in the case of a merger transaction) shall be required to so comply with Section 7.13(a)or (b), as applicable, within 30 days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion.

(d)    Exclusions. The provisions of this Section 7.13shall not apply to any Excluded Assets (as defined in the Collateral Agreement) or any assets as to which the Administrative Agent and the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the benefit of the security afforded thereby (which determination shall take into account the materiality of the applicable Collateral). In addition, notwithstanding anything in this Agreement or the other Loan Documents to the contrary, (a) no actions to create a security interest shall be required with respect to any real property collateral; (b) no perfection steps shall be required by any means other than (i) filings pursuant to the Uniform Commercial Code of the relevant State(s) of the respective jurisdictions of organization of the Credit Parties, (ii) filings in the United States Patent and Trademark Office and the United States Copyright Office with respect to intellectual property, (iii) delivery of Collateral consisting of instruments, notes and debt securities and (iv) delivery of Collateral consisting of certificated equity interests (along with, with respect to clauses (iii) and (iv), allonges and stock powers, as applicable); and (c) control agreements or similar arrangements shall not be required.

SECTION 7.14    Use of Proceeds.

(a)    The Borrower shall use the proceeds of the Extensions of Credit (i) to refinance the Existing Loan Agreement, (ii) pay fees, commissions and expenses in connection with the Transactions, (iii) for acquisitions, Capital Expenditures, Investments, Restricted Payments and other transactions not prohibited by the Loan Documents, and (iv) for working capital and general corporate purposes of the Borrower and its Subsidiaries.

(b)    The Borrower shall use the proceeds of any Incremental Term Loan and any Incremental Revolving Credit Increase as permitted pursuant to Section 4.13, as applicable.

(c)    The Borrower will not request any Extension of Credit, and the Borrower shall not use,

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and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Extension of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with, at the time of any such funding, financing or facilitation, any Sanctioned Person, or in, at the time of any such funding, financing or facilitation, any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

SECTION 7.15 Compliance with Anti-Corruption Laws and Sanctions. The Borrower will maintain in effect and enforce policies and procedures reasonably designed to promote and achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

SECTION 7.16 Further Assurances.Subject to Section 7.13(d), execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Credit Parties.

SECTION 7.17 Post-Closing Matters. Execute and deliver the documents and complete the tasks set forth on Schedule 7.17, in each case within the time limits specified on such schedule.

ARTICLE VIII

NEGATIVE COVENANTS

Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Commitments terminated, the Credit Parties will not, and will not permit any of their respective Subsidiaries to.

except:

SECTION 8.1    Indebtedness.    Create, incur, assume or suffer to exist any Indebtedness

(a)    the Obligations;

(b)    Indebtedness owing under (i) Hedge Agreements entered into in the ordinary course of business and not for speculative purposes, (ii) Secured Cash Management Agreements and FCS Secured Cash Management Agreements and (iii) reimbursement obligations in respect of letters of credit obtained in foreign jurisdictions in the ordinary course of business;

(c)    Indebtedness existing on the Closing Date and listed on Schedule 8.1and Permitted Refinancings thereof;

(d)    Capital Lease Obligations and Indebtedness incurred in connection with purchase money Indebtedness in an aggregate amount not to exceed $75,000,000 at any time outstanding;

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(e)    Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with a Permitted Acquisition, to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such a Permitted Acquisition, and (ii) neither the Borrower nor any existing Subsidiary thereof shall have any liability or other obligation with respect to such Indebtedness, and Permitted Refinancings of Indebtedness incurred pursuant to this clause (e);

(f)    Guarantees with respect to Indebtedness permitted to be incurred by Credit Parties pursuant to this Section 8.1;

(g) unsecured intercompany Indebtedness:

(i)    owed by any Credit Party to another Credit Party;

(ii)    owed by any Credit Party to any Non-Guarantor Subsidiary (providedthat such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent);

(iii)    owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary; and

(iv)    owed by any Non-Guarantor Subsidiary to any Credit Party to the extent permitted pursuant to Section 8.3(a)(vi);

(h)    Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in foreign jurisdictions in the ordinary course of business;

(i)    unsecured Indebtedness and Subordinated Indebtedness of the Borrower and the Subsidiary Guarantors; providedthat, in the case of each incurrence of such unsecured Indebtedness or Subordinated Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Unsecured Indebtedness or Subordinated Indebtedness, (ii) after giving effect to the incurrence of any such unsecured Indebtedness or Subordinated Indebtedness, the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis would be less than 5.00:1.00, and (iii) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with the financial covenants set forth in Section 8.13on a Pro Forma Basis after giving effect to the incurrence of any such unsecured Indebtedness or Subordinated Indebtedness, and Permitted Refinancings of Indebtedness incurred pursuant to this clause (i);

(j)    Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing;

(k) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed

$20,000,000 at any time outstanding and Permitted Refinancings thereof;

(l)    Indebtedness in the form of customary and unsecured earn-outs, deferred payments and purchase price adjustments in connection with any Permitted Acquisition or Investment permitted

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hereunder;

(m) Indebtedness incurred under the FCS Facility (and, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) any Permitted Refinancing thereof) in an aggregate principal amount not to exceed at any time outstanding (i) $100,000,000 plus(ii) the amount of any FCS Increase; providedthat any such Permitted Refinancing is subject to the Intercreditor Agreement; provided, furtherthat in no event shall (x) the principal amount of all Indebtedness incurred pursuant to this clause (m) (with all unfunded commitments being deemed fully funded) exceed (y) the principal amount of the Revolving Credit Facility (with all unfunded commitments being deemed fully funded) and Term Loan Facility (if any);

(n)    Indebtedness incurred (but not acquired or assumed) in connection with a Permitted Acquisition; provided, (i) no Default or Event of Default will have occurred and then be continuing immediately before and after giving pro forma effect thereto (or, in the case of a Limited Condition Acquisition, no Event of Default under Section 9.1(a), (b), (h)or (i)); (ii) such Indebtedness will be unsecured and not be guaranteed by any Affiliate of the Borrower that is not a Guarantor; (iii) no such Indebtedness will have a final maturity earlier than 91 days after the Revolving Credit Maturity Date; (iv) the Borrower shall be in compliance on a Pro Forma Basis (as of the date of the incurrence of such Indebtedness) with each covenant contained in Section 8.13; and (v) subject to the foregoing, the other terms of any such Indebtedness (excluding pricing and optional prepayment or redemption terms) that are not substantially identical to the corresponding terms in the Loan Documents will be no more favorable to the lenders or investors providing such Indebtedness than such terms in the Loan Documents or are as otherwise reasonably acceptable to the Administrative Agent (except for terms applicable only to periods after the Latest Maturity Date existing at the time of the incurrence of such Indebtedness), and Permitted Refinancings thereof incurred pursuant to this clause (n);

(o)    Indebtedness with respect to deferred compensation to employees and directors of Borrower and its Subsidiaries in the ordinary course of business;

(p)    Indebtedness consisting of obligations to pay insurance premiums or take or pay obligations contained in supply arrangements in the ordinary course of business; and

(q)    Indebtedness arising under the membership agreement entered into by the Borrower with the FCS Agent in connection with the Borrower’s obligation to acquire equity in Northwest Farm Credit Services, ACA pursuant to Section 4.16 of the FCS Facility in effect on the Closing Date.

SECTION 8.2    Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its Property, whether now owned or hereafter acquired, except:

(a)    Liens created pursuant to the Loan Documents (including Liens in favor of the Swingline Lender and/or the Issuing Lenders, as applicable, on Cash Collateral granted pursuant to the Loan Documents);

(b)    Liens in existence on the Closing Date and described on Schedule 8.2, and the replacement, renewal or extension thereof (including Liens incurred, assumed or suffered to exist in connection with any Permitted Refinancing of such Indebtedness pursuant to Section 8.1(c)(solely to the extent that such Liens were in existence on the Closing Date and described on Schedule 8.2)); providedthat the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing;

(c)    Liens for taxes, assessments and other governmental charges or levies (excluding any Lien

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imposed pursuant to any of the provisions of ERISA or Environmental Laws) (i) not yet due or as to which the period of grace (not to exceed 30 days), if any, related thereto has not expired or

(ii)    which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;

(d)    the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which (i) are not overdue for a period of more than 30 days, or if more than 30 days overdue, such Liens are being contested in good faith and by appropriate proceedings and adequate reserves have been maintained to the extent required by GAAP or (ii) do not, individually or in the aggregate, materially impair the use thereof in the operation of the business of the Borrower or any of its Subsidiaries;

(e)    Liens incurred or deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance and other types of social security or similar legislation, or to secure the performance of bids, earnest money tenders (including in connection with any letter of intent or purchase agreement), trade contracts (including government contracts), and leases (other than Indebtedness for borrowed money), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof;

(f)    encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which in the aggregate do not, in any case, materially detract from the value of such property or impair the use thereof in the ordinary conduct of business;

(g)    Liens arising from the filing of precautionary UCC financing statements (or equivalent in any foreign jurisdiction) relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of business of the Borrower and its Subsidiaries;

(h)    Liens securing Indebtedness permitted under Section 8.1(d); providedthat (i) such Liens shall be created within 45 days after the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness and the proceeds thereof, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable), plus the reasonable fees and expenses incurred in connection with such Indebtedness;

(i)    Liens securing judgments for the payment of money or any judicial order not constituting an Event of Default under Section 9.1(l)or securing appeal or other surety bonds relating to such judgments;

(j)    (i) Liens on Property (i) of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a Permitted Acquisition and (ii) of the Borrower or any of its Subsidiaries existing at the time such tangible property or tangible assets are purchased or otherwise acquired by the Borrower or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement; providedthat, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens are not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens are applicable only to specific Property, (C) such Liens are not “blanket”

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or all asset Liens, (D) such Liens do not attach to any other Property of the Borrower or any of its Subsidiaries and (E) the Indebtedness secured by such Liens is permitted under Section 8.1(e)of this Agreement) or is a Permitted Refinancing of such Indebtedness;

(k)    (i) Liens of a collecting bank arising in the ordinary course of business under Section 4- 210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any depositary bank or securities intermediary in connection with statutory, common law and contractual rights of set-off and recoupment with respect to any deposit account or securities account of the Borrower or any Subsidiary thereof;

(l)    (i) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course of business to the extent limited to the property or assets relating to such contract;

(m)    any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries or (ii) secure any Indebtedness;

(n)    Liens to secure obligations under Section 8.1(b)(i)in an amount not to exceed 5% of the face amount of each such Hedge Agreement permitted thereunder;

(o)    Liens on assets securing Indebtedness or other obligations in the aggregate principal amount not to exceed 5% of Consolidated Net Tangible Assets any time outstanding;

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

(q)    so long as the same is subject to the Intercreditor Agreement, Liens on Collateral securing (i) Indebtedness incurred pursuant to Section 8.1(m)and (ii) obligations owing under FCS Secured Cash Management Agreements;

(r)    (i) customary backstop Liens on any Receivables and Related Assets granted to the provider of any Permitted A/R Finance Transaction, and (ii) a security interest in any deposit or lockbox account maintained by the Borrower or its Subsidiaries into which Receivables and Related Assets that are subject to Permitted A/R Finance Transactions are received; and

(s)    Liens on Farm Credit Equities as described in Section 4.16(b) of the FCS Facility in effect on the Closing Date.

providedthat this Section 8.2shall not apply to any Equity Interests of the Borrower (including, for the avoidance of doubt, any Equity Interests that constitute margin stock).

SECTION 8.3 Investments. Purchase, own, invest in or otherwise acquire (in one transaction or a series of transactions), directly or indirectly, any Equity Interests, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or

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indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except:

(a)    (i)    Investments existing on the Closing Date in Subsidiaries existing on the Closing Date;

(ii)    Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 8.3;

(iii) Investments made after the Closing Date by any Credit Party in any other Credit Party;

(iv)    Investments made after the Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary;

(v)    Investments made after the Closing Date by any Non-Guarantor Subsidiary in any Credit Party;

(vi)    Investments made after the Closing Date by any Credit Party in any Non- Guarantor Subsidiary in an aggregate amount at any time outstanding not to exceed $25,000,000 (providedthat any Investments in the form of loans or advances in excess of $1,000,000 made by any Credit Party to any Non-Guarantor Subsidiary pursuant to this clause (vi) shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and shall be pledged and delivered to the Administrative Agent pursuant to the Security Documents);

(b) Investments in cash and Cash Equivalents;

(c)    Investments by the Borrower or any of its Subsidiaries consisting of Capital Expenditures permitted by this Agreement;

(d)    deposits or pledges made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 8.2;

(e) Hedge Agreements permitted pursuant to Section 8.1;

(f)    purchases of assets and prepaid expenses, extensions of trade credit and accounts receivable created, acquired or made and payable or dischargeable in the ordinary course of business;

(g) Permitted Acquisitions;

(h)    Investments in the form of loans and advances to officers, directors and employees in the ordinary course of business in an aggregate amount not to exceed at any time outstanding $10,000,000 (determined without regard to any write-downs or write-offs of such loans or advances);

(i)    Equity Interests, obligations, securities or other property received in settlement of accounts receivable from bankrupt obligors;

(j)    Investments received as the non-cash portion of the consideration received in connection with any Asset Disposition or other sale, transfer, license, lease or other disposition of Property expressly permitted hereunder;

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(k) Investments comprising Indebtedness permitted pursuant to Section 8.1;

(l) Investments in the form of Restricted Payments permitted pursuant to Section 8.6;

(m) Guarantees permitted pursuant to Section 8.1;

(n)    Investments in joint ventures; providedthat the aggregate amount of all such Investments shall not at any time exceed $50,000,000;

(o)    other Investments in an aggregate amount not to exceed 5% of Consolidated Net Tangible Assets at any time outstanding;

(p)    other Investments so long as on the date such Investment is consummated, the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis would be lower than 3.25:1.00;

(q)    Investments constituting the extension of credit made to any purchaser of Receivables and Related Assets in connection with any Permitted A/R Finance Transaction relating to the balance of the purchase price payable therefor by such purchaser; and

(r)    Investments by the Borrower in Northwest Farm Credit Services, ACA in connection with the Borrower’s obligation to acquire equity in Northwest Farm Credit Services, ACA pursuant to Section 4.16 of the FCS Facility in effect on the Closing Date.

For purposes of determining the amount of any Investment outstanding for purposes of this Section 8.3, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases in the value of such Investment) lessany amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

SECTION 8.4 Fundamental Changes. Merge, consolidate or enter into any similar combination with, or enter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:

(a)    (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be dissolved or liquidated into, the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be dissolved or liquidated into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 7.13 in connection therewith);

(b)    (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be dissolved or liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be dissolved or liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;

(c)    any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor;

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providedthat, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;

(d)    (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;

(e)    any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to Section 8.3(g)); providedthat in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 7.13in connection therewith;

(f) the Permitted Subsidiary-1 Equity Sale; and

(g)    any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition permitted pursuant to Section 8.3(g); providedthat (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower.

SECTION 8.5    Asset Dispositions. Make any Asset Disposition except:

(a)    the sale, abandonment or other disposition of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries;

(b)    non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries;

(c)    leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries;

(d) Asset Dispositions in connection with Insurance and Condemnation Events;

(e)    the lapse of registered patents, trademarks and other intellectual property to the extent not economically desirable in the context of its business and so long as such lapse is not materially adverse to the interests of the Lenders;

(f) Assets Dispositions in connection with transactions permitted by Section 8.2, 8.3, 8.4and 8.12;

(g) the granting, creation or existence of a Permitted Lien;

(h)    the surrender or waiver of contract rights in the ordinary course of business or the surrender or waiver of litigation claims or the settlement, release or surrender of tort or litigation claims of any

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kind;

(i)    the transfer of improvements or alterations in connection with any lease of property upon the termination thereof;

(j)    the abandonment, lapse, or transfer of any domain name, trademark or other intellectual property right that is not material to the business of the Borrower and its Subsidiaries, taken as a whole;

(k) any Restricted Payment permitted by Section 8.6;

(l) any Investment permitted by Section 8.3;

(m) the termination of a lease of real or personal Property;

(n)    a disposition of Property that is exchanged for credit against the purchase price of similar replacement property (including like-kind exchanges);

(o)    sales, transfers or other dispositions of assets of joint ventures permitted hereunder (or the Equity Interests of such joint ventures) to the extent required by, or made pursuant to, customary buy/sell arrangements between joint venture parties as set forth in the applicable joint venture agreement or similar arrangement;

(p)    Asset Dispositions in connection with Sale Leaseback Transactions in an aggregate amount not to exceed the lesser of (i) $75,000,000 and (ii) 5% of Consolidated Net Tangible Assets of the Borrower and its Subsidiaries, tested as of the date of the proposed Asset Disposition on the basis of the most recent financial statements delivered by the Borrower pursuant to Section 7.1;

(q) the sale of Receivables and Related Assets in Permitted A/R Finance Transactions; and

(r)    Asset Dispositions not otherwise permitted pursuant to this Section; providedthat (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash, and (iii) the aggregate book value or fair market value (whichever, in each case, is higher) of all property disposed of in reliance on this clause (f) since the Closing Date does not exceed 5% of the Consolidated Net Tangible Assets of the Borrower and its Subsidiaries, tested as of the date of the proposed Asset Disposition on the basis of the most recent financial statements delivered by the Borrower pursuant to Section 7.1.

SECTION 8.6 Restricted Payments. Declare or pay any dividend on, or make any payment or other distribution on account of, or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Equity Interests of any Credit Party or any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Equity Interests of any Credit Party or any Subsidiary thereof on account of the foregoing (all of the foregoing, the “Restricted Payments”) providedthat:

(a)    the Borrower or any of its Subsidiaries may pay dividends in shares of its own Qualified Equity Interests;

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(b)    any Subsidiary of the Borrower may pay cash dividends to the Borrower or any Subsidiary Guarantor;

(c)    (i) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may make Restricted Payments to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis) and (ii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may make Restricted Payments to any other Non-Guarantor Subsidiary (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis);

(d)    the Borrower may make Restricted Payments in an aggregate amount not to exceed the Available Free Cash Flow Amount not otherwise applied pursuant to Section 8.9(b)(iv), so long as before and after giving pro forma effect to any such Restricted Payment, the Consolidated Total Leverage Ratio does not exceed 4.00:1.00.

(e)    the Borrower may grant stock options, restricted stock units and other Equity Interests to employees, officers and directors in connection with an arrangement permitted under Section 8.7(b)(v); and

(f)    the Borrower or any of its Subsidiaries may make Restricted Payments with respect to any Indebtedness permitted under Section 8.1(l).

SECTION 8.7 Transactions with Affiliates. Directly or indirectly enter into any transaction, including any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with (a) any officer, director, holder of any Equity Interests in, or other Affiliate of the Borrower or any of its Subsidiaries, or (b) any Affiliate of any such officer, director or holder, other than:

(i)    transactions permitted by Sections 8.1, 8.3, 8.4, 8.5, 8.6and 8.13;

(ii) transactions existing on the Closing Date and described on Schedule 8.7;

(iii) transactions among Credit Parties;

(iv)    other transactions on terms as favorable as would be obtained by it on a comparable arm’s-length transaction with an independent, unrelated third party as determined in good faith by the board of directors (or equivalent governing body) of the Borrower;

(v)    employment, retention and severance and similar arrangements (including equity or equity-based incentive plans, stock ownership plans, compensation or incentive plans and arrangements and employee benefit plans and arrangements) and indemnification arrangements with their respective officers, directors and employees in the ordinary course of business; and

(vi)    payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries.

SECTION 8.8    Accounting Changes; Organizational Documents.

(a)    Change its Fiscal Year end, or make (without the consent of the Administrative Agent) any

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material change in its accounting treatment and reporting practices except as (x) permitted by GAAP and recommended by such Credit Party’s (or such Subsidiary’s) auditors or (y) required by GAAP.

(b)    Amend, modify or change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in any manner materially adverse to the rights or interests of the Administrative Agent or the Lenders.

SECTION 8.9    Payments and Modifications of Subordinated Indebtedness.

(a)    Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms or provisions of any Subordinated Indebtedness in any respect which would materially and adversely affect the rights or interests of the Administrative Agent and Lenders hereunder.

(b)    Cancel, forgive, make any payment or prepayment on, or redeem or acquire for value (including (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Subordinated Indebtedness, except:

(i)    refinancings, refundings, renewals, extensions or exchange of any Subordinated Indebtedness permitted by Section 8.1(c), (g)(ii)or (i), and by any subordination provisions applicable thereto;

(ii)    payments and prepayments of any Subordinated Indebtedness made solely with the proceeds of Qualified Equity Interests;

(iii)    the payment of interest, expenses and indemnities in respect of Subordinated Indebtedness incurred under Section 8.1(c), (g)(ii)or (i)(other than any such payments prohibited by any subordination provisions applicable thereto); and

(iv)    the payment or prepayment on, or redemption or acquisition for value of Subordinated Debt in an aggregate amount not to exceed the Available Free Cash Flow Amount not otherwise applied pursuant to Section 8.6(d).

SECTION 8.10    No Further Negative Pledges; Restrictive Agreements.

(a)    Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien in favor of any Secured Party upon its properties or assets, whether now owned or hereafter acquired, to secure the Secured Obligations except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 8.1(d)or 8.1(e)(provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (iv) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) pursuant to the FCS Facility and (vi) restrictions and encumbrances on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or on earnest money deposits to sellers in connection with a Permitted Acquisition or Investment permitted hereunder.

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(b)    Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party to (i) pay dividends or make any other distributions to any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party or (iii) make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents (including the Intercreditor Agreement), (B) the FCS Facility, (C) Applicable Law, (D) any agreement or instrument governing Indebtedness of a Foreign Subsidiary permitted under Section 8.1(k)(provided that any such encumbrance or restriction contained therein relates only to such Foreign Subsidiary) and (E) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture (and its assets or Equity Interest issued by such Person) entered into in the ordinary course of business.

(c)    Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) sell, lease or transfer any of its properties or assets to any Credit Party or (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents (including the Intercreditor Agreement), (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(d)or Section 8.1(e) (provided that any such restriction contained therein relates only to the asset or assets acquired in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 8.5) that limit the transfer of such Property pending the consummation of such sale, (G) customary restrictions (including buy/sell provisions) in leases, subleases, licenses and sublicenses, joint venture agreements or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary provisions restricting assignment of any agreement entered into in the ordinary course of business and (I) any agreement or instrument governing Indebtedness of a Foreign Subsidiary permitted under Section 8.1(k)(provided that any such encumbrance or restriction contained therein relates only to such Foreign Subsidiary).

SECTION 8.11 Nature of Business. Engage in any business other than the business conducted by the Borrower and its Subsidiaries as of the Closing Date and business activities reasonably related or ancillary thereto or that are reasonable extensions thereof.

SECTION 8.12 Sale Leasebacks. Directly or indirectly become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an operating lease or a capital lease, of any Property (whether real, personal or mixed), whether now owned or hereafter acquired, (a) which any Credit Party or any Subsidiary thereof has sold or transferred or is to sell or transfer to a Person which is not another Credit Party or Subsidiary of a Credit Party or (b) which any Credit Party or any Subsidiary of a Credit Party intends to use for substantially the same purpose as any other Property that has been sold or is to be sold or transferred by such Credit Party or such Subsidiary to another Person which is not another Credit Party or Subsidiary of a Credit Party in connection with such lease (a “Sale LeasebackTransaction”) unless such Sale Leaseback Transaction is permitted by Section 8.5.

SECTION 8.13    Financial Covenants.

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(a)    Consolidated Secured Leverage Ratio. As of the last day of any fiscal quarter, permit the Consolidated Secured Leverage Ratio to be greater than the ratio set forth opposite such fiscal quarter below:

Fiscal Quarters Ending:	Ratio:
Prior to and including December 31, 2019	2.00:1.00
March 31, 2020 and thereafter	1.50:1.00

providedthat the maximum ratios set forth above shall be deemed increased for any period by the MPE to EBITDA Ratio for such period.

(b)    Consolidated Interest Coverage Ratio. Beginning with the fiscal quarter ending September 30, 2018, as of the last day of any fiscal quarter, permit the Consolidated Interest Coverage Ratio to be less than 1.25:1.00.

(c)    Consolidated Asset Coverage Ratio. As of the last day of any fiscal quarter, permit the Consolidated Asset Coverage Ratio to be less than 1.00:1.00.

SECTION 8.14 Disposal of Subsidiary Interests. Permit any Domestic Subsidiary, other than an Excluded Subsidiary, to be a non-Wholly-Owned Subsidiary except as a result of or in connection with a dissolution, merger, amalgamation, consolidation or disposition permitted by Section 8.4or 8.5.

ARTICLE IX

DEFAULT AND REMEDIES

SECTION 9.1    Events of Default.    Each of the following shall constitute an Event of Default:

(a)    Default in Payment of Principal of Loans and Reimbursement Obligations. The Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or otherwise).

(b)    Other Payment Default. The Borrower shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement Obligation or the payment under any other Loan Document, and such default shall continue for a period of three Business Days.

(c)    Misrepresentation. Any representation or warranty made or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, in any other Loan Document, or in any document delivered in connection herewith or therewith that is subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any respect when made or deemed made or any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, any other Loan Document, or in any document delivered in connection herewith or therewith that is not subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any material respect when made or deemed made.

(d)    Default in Performance of Certain Covenants. Any Credit Party or any Subsidiary thereof shall default in the performance or observance of any covenant or agreement contained in (i) Section 7.13and such default shall continue for a period of 15 days after the earlier of (x) the Administrative

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Agent’s delivery of written notice thereof to the Borrower and (y) a Responsible Officer of any Credit Party having obtained knowledge thereof and (ii) Sections 7.1, 7.2(a), 7.4(solely with respect to maintenance of existence of any Credit Party), 7.12, 7.14or 7.15or Article VIII.

(e)    Default in Performance of Other Covenants and Conditions. Any Credit Party or any Subsidiary thereof shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for in this Section) or any other Loan Document and such default shall continue for a period of 30 days after the earlier of (i) the Administrative Agent’s delivery of written notice thereof to the Borrower and (ii) a Responsible Officer of any Credit Party having obtained knowledge thereof.

(f)    Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) default in the payment of any Indebtedness for borrowed money (other than the Loans or any Reimbursement Obligation) the aggregate principal amount is in excess of the Threshold Amount, or with respect to any Hedge Agreement, failure to pay when due the Hedge Termination Value thereof, if such unpaid Hedge Termination Value is greater than $10,000,000, in either case beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness for borrowed money (other than the Loans or any Reimbursement Obligation or any Hedge Agreement) the aggregate principal amount (including undrawn committed or available amounts) of which is in excess of the Threshold Amount contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness for borrowed money (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness for borrowed money to become due prior to its stated maturity (any applicable grace period having expired).

(g) Change in Control. Any Change in Control shall occur.

(h) Voluntary Bankruptcy Proceeding. Any Credit Party or any Subsidiary thereof shall

(i) commence a voluntary case under any Debtor Relief Laws, (ii) file a petition seeking to take advantage of any Debtor Relief Laws, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under any Debtor Relief Laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing any of the foregoing.

(i)    Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against any Credit Party or any Subsidiary thereof in any court of competent jurisdiction seeking (i) relief under any Debtor Relief Laws, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for any Credit Party or any Subsidiary thereof or for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue without dismissal or stay for a period of 60 consecutive days, or an order granting the relief requested in such case or proceeding (including an order for relief under such federal bankruptcy laws) shall be entered.

(j)    Failure of Agreements. Any provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on any Credit Party or any Subsidiary thereof party thereto or any such Person shall so state in writing, or any Loan Document shall for any

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reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on, or security interest in, any portion of the Collateral with an aggregate book value greater than $100,000 purported to be covered thereby, in each case other than (x) in accordance with the express terms hereof or thereof, (y) due to any action or inaction of the Administrative Agent and (z) any portion of the Collateral for which no perfection steps are required as described in Section 7.13(d).

(k)    ERISA Events. The occurrence of any of the following events: (i) any Credit Party or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Sections 412 or 430 of the Code, any Credit Party or any ERISA Affiliate is required to pay as contributions thereto and such unpaid amounts are in excess of the Threshold Amount, (ii) a Termination Event with respect to a Pension Plan or (iii) any Credit Party or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer Plan, whether of its own volition or as a result of a plan termination, and the plan sponsor of such Multiemployer Plan notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount that could reasonably be expected to result in a Material Adverse Effect.

(l)    Judgment. A judgment or order for the payment of money which causes the aggregate amount of all such judgments or orders (net of any amounts paid or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) to exceed the Threshold Amount shall be entered against any Credit Party or any Subsidiary thereof by any court and such judgment or order shall continue without having been discharged, vacated or stayed for a period of 60 consecutive days after the entry thereof.

SECTION 9.2 Remedies. Upon the occurrence and during the continuance of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, take one or more of the following actions:

(a)    Acceleration; Termination of Credit Facility. Terminate the Revolving Credit Commitment and declare the principal of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; providedthat, upon the occurrence of an Event of Default specified in Section 9.1(h)or (i), the Credit Facility shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

(b)    Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, demand that the Borrower deposit in a Cash Collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such

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Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Secured Obligations in accordance with Section 9.4. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Secured Obligations (other than in respect of Secured Hedge Agreements or Secured Cash Management Agreements) shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to the Borrower.

(c)    General Remedies. Exercise on behalf of the Secured Parties all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Secured Obligations.

SECTION 9.3    Rights and Remedies Cumulative; Non-Waiver; etc.

(a)    The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.

(b)    Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.2for the benefit of all the Lenders and the Issuing Lenders; providedthat the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.4 (subject to the terms of Section 4.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.2and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

SECTION 9.4 Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 9.2or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received on account of the Secured

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Obligations and all net proceeds from the enforcement of the Secured Obligations shall, subject to the Intercreditor Agreement, be applied by the Administrative Agent as follows:

First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lenders in their capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lenders and Swingline Lender in proportion to the respective amounts described in this clause Firstpayable to them;

Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Secondpayable to them;

Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Thirdpayable to them;

Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Issuing Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourthpayable to them;

Fifth, to the Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize any L/C Obligations then outstanding; and

Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article Xfor itself and its Affiliates as if a “Lender” party hereto.

SECTION 9.5 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims

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of the Lenders, the Issuing Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lenders and the Administrative Agent under Sections 3.3, 4.3and 11.3) allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 3.3, 4.3and 11.3.

SECTION 9.6    Credit Bidding.

(a) The Administrative Agent, on behalf of itself and the Secured Parties, shall have the right to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Administrative Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 thereof, or a sale under a plan of reorganization, or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with Applicable Law. Such credit bid or purchase may be completed through one or more acquisition vehicles formed by the Administrative Agent to make such credit bid or purchase and, in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party).

SECTION 9.7 Lender Action. Each Lender hereby agrees, on behalf of itself and each of its Affiliates that is a Secured Party, that, except as otherwise provided in any Loan Document or with the written consent of the Administrative Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral.

SECTION 9.8 Intercreditor Agreement. Each of the Lenders from time to time party to this Agreement hereby confirms and reaffirms the irrevocable authority of the Administrative Agent to execute, deliver and act on its behalf in respect of the Intercreditor Agreement, and each duly executed supplement, modification, amendment, restatement or extension thereto. Each Lender agrees to be bound by the terms and provisions of the Intercreditor Agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that no Lender shall have any right individually to enforce the Intercreditor Agreement, it being agreed that all powers, rights and remedies under the Intercreditor Agreement may be exercised solely by the Administrative Agent for the benefit of the Lenders in accordance with the terms thereof. THIS

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AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS IS SUBJECT TO THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE INTERCREDITOR AGREEMENT, THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

ARTICLE X

THE ADMINISTRATIVE AGENT

SECTION 10.1    Appointment and Authority.

(a)    Each of the Lenders and each Issuing Lender hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for consent rights of the Borrower set forth in Section 10.6, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and neither the Borrower nor any Subsidiary thereof shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b)    The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article Xfor purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Articles Xand XI(including Section 11.3, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

SECTION 10.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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SECTION 10.3    Exculpatory Provisions.

(a)    The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

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

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

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

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.2and Section 9.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender or an Issuing Lender.

(c)    The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith (including any report provided to it by an Issuing Lender pursuant to Section 3.9), (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article Vor elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vi) the utilization of any Issuing Lender’s L/C Commitment (it being understood and agreed that each Issuing Lender shall monitor compliance with its own L/C Commitment without any further action by the Administrative Agent).

SECTION 10.4 Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,

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statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 10.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facility as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

SECTION 10.6    Resignation of Administrative Agent.

(a)    The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower and subject to the consent of the Borrower (provided no Event of Default has occurred and is continuing at the time of such resignation), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; providedthat in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause

(d)    of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

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(c)    With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.3shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(d)    Any resignation by, or removal of, Wells Fargo as Administrative Agent pursuant to this Sectionshall also constitute its resignation as an Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender, if in its sole discretion it elects to, and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender, if in its sole discretion it elects to, shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

SECTION 10.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 10.8 No Other Duties, Etc.Anything herein to the contrary notwithstanding, none of the syndication agents, documentation agents, co-agents, arrangers or bookrunners listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Lender hereunder.

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SECTION 10.9    Collateral and Guaranty Matters.

(a)    Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion:

(i)    to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Credit Commitment and payment in full of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents (which release may, at the request of the Borrower, be in the form of an authorization by the Administrative Agent to permit a Credit Party to dispose of such Collateral free of the security interest granted to or held by the Administrative Agent for purposes of UCC 9-315), or (C) if approved, authorized or ratified in writing in accordance with Section 11.2;

(ii)    to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 8.2(h); and

(iii)    to release (A) any Credit Party from its obligations under any Loan Documents upon the termination of the Revolving Credit Commitment and payment in full of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made) or (B) a Subsidiary Guarantor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary of the Borrower, as a result of a transaction permitted under the Loan Documents.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 10.9. In each case as specified in this Section 10.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 10.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 8.5, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person.

(b)    The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral,

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the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

SECTION 10.10 Secured Hedge Agreements and Secured Cash Management Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 9.4or any Collateral by virtue of the provisions hereof or of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article Xto the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedge Agreements, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1 Notices.

(a)    Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

If to the Borrower:

Clearwater Paper Corporation 601 West Riverside, Suite 1100

Spokane, WA 99201

Attention of: Lloyd A. Fillis, Vice President, Treasury & Tax Telephone No.: 509-344-5934

Facsimile No.: 509-342-2595

E-mail: Lloyd.Fillis@clearwaterpaper.com

With copies to:

Pillsbury Winthrop Shaw Pittman LLP 4 Embarcadero Center

San Francisco, CA 94111 Attention of: Philip J. Tendler, Esq. Telephone No.: 415-983-1000

Facsimile No.: 415-983-1200

E-mail: philip.tendler@pillsburylaw.com

If to Wells Fargo as

Administrative Agent:

Wells Fargo Bank, National Association

MAC D1109-019

101

1525 West W.T. Harris Blvd.

Charlotte, NC 28262

Attention of: Syndication Agency Services

Telephone No.: (704) 590-2703

Facsimile No.: (704) 715-0092

With copies to:

Wells Fargo Bank, National Association

601 W. 1st Ave, Suite 900

Spokane, WA 99201

Attention of: Thomas Thoen

Telephone No.: (509) 455-5702

Facsimile No.: (866) 917-7929

E-mail: thomas.m.thoen@wellsfargo.com

If to any Lender:

To the address set forth on the Register

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)    Electronic Communications. Notices and other communications to the Lenders and the Issuing Lenders hereunder may be delivered or furnished by electronic communication (including e- mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, providedthat the foregoing shall not apply to notices to any Lender or any Issuing Lender pursuant to Article IIif such Lender or such Issuing Lender, as applicable, has notified the Administrative Agent that is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, providedthat approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; providedthat, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c)    Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be disbursed and Letters of Credit requested.

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(d)    Change of Address, Etc.Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(e) Platform.

(i)    Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Borrower Materials available to the Issuing Lenders and the other Lenders by posting the Borrower Materials on the Platform.

(ii)    The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; providedthat in no event shall any Agent Party have any liability to any Credit Party, any Lender, the Issuing Lender

or any other Person for indirect, special, incidental, consequential or punitive damages, losses or expenses (as opposed to actual damages, losses or expenses).

SECTION 11.2 Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; providedthat no amendment, waiver or consent shall:

(a)    without the prior written consent of the Required Revolving Credit Lenders, amend, modify or waive (i) Section 5.2or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other than Section 5.2, any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Sublimit;

(b)    increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender;

(c)    waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them)

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hereunder or under any other Loan Document or extend the expiration date for any Commitment, in each case without the written consent of each Lender directly and adversely affected thereby;

(d)    reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document; providedthat only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(b)during the continuance of an Event of Default;

(e)    change Section 4.6or Section 9.4in a manner that would alter the pro ratasharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby;

(f)    except as otherwise permitted by this Section 11.2change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders,” or “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;

(g)    consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 8.4), in each case, without the written consent of each Lender;

(h)    release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from any Guaranty Agreement (other than as authorized in Section 10.9), without the written consent of each Lender; or

(i)    release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 10.9or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender;

provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each affected Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) each Letter of Credit Application may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; providedthat a copy of such amended Letter of Credit Application shall be promptly delivered to the Administrative Agent upon such amendment or waiver, (vi) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Sectionif such Class of Lenders were the only Class of Lenders hereunder at the time, (vii) any waiver, amendment or modification of this Agreement or the Collateral Agreement that alters the ratable treatment of obligations under any Secured Hedge Agreement or Secured Cash Management Agreement or the definition of “Cash Management Bank”, “Hedge Bank”,

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“Cash Management Agreement”, “Hedge Agreement” or “Secured Obligations” in each case in a manner adverse to any Hedge Bank or Cash Management Bank with Secured Obligations then outstanding shall require the written consent of such Hedge Bank or Cash Management Bank, as applicable and (viii) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender.

Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including amendments to this Section 11.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 4.13(including as applicable, (1) to permit the Incremental Term Loans and the Incremental Revolving Credit Increases to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Term Loan Commitments and the Incremental Revolving Credit Increase, as applicable, or outstanding Incremental Term Loans and outstanding Incremental Revolving Credit Increase, as applicable, in any determination of (i) Required Lenders or Required Revolving Credit Lenders, as applicable or (ii) similar required lender terms applicable thereto); providedthat no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, without the written consent of such affected Lender.

SECTION 11.3    Expenses; Indemnity.

(a)    Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall pay within 30 days of written demand therefor (accompanied by reasonable supporting documentation) (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for the Administrative Agent and its Affiliates taken as a whole and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for each affected party), in connection with the syndication of the Credit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Lender or any Issuing Lender (including the reasonable and documented fees, charges and disbursements of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for the Administrative Agent, the Issuing Lenders and the Lenders taken as a whole and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for each affected party) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

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(b)    Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee within 30 days of written demand therefor (accompanied by reasonable supporting documentation) for, any and all losses, claims (including any Environmental Claims), penalties, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of one primary counsel, and, if reasonably necessary, one local counsel in each relevant jurisdiction for the Indemnitees, taken as a whole and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each affected Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Credit Party), arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including the Transactions), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys and consultant’s fees, providedthat such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A)    are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (B) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (c) relate to any dispute solely among Indemnitees (other than (1) any claims against any agent or arranger in its respective capacity or fulfilling its role as an agent or arranger or any similar role hereunder and (2) any claims arising out of any act or omission on the part of the Borrower or its Subsidiaries or Affiliates). This Section 11.3(b)shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)    Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Sectionto be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro ratashare (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including

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any such unpaid amount in respect of a claim asserted by such Lender); providedthat with respect to such unpaid amounts owed to any Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 4.7.

(d)    Waiver of Consequential Damages, Etc.To the fullest extent permitted by Applicable Law, (i) the Borrower and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof and (ii) the Administrative Agent, any Arranger, the Swingline Lender, the Issuing Lender and each Lender shall not assert, and hereby waives, any claim against any Credit Party or any Subsidiary or any Affiliate thereof, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Notwithstanding the foregoing, nothing in this clause (d) shall limit the Credit Parties’ indemnification obligations to the extent set forth in this Agreement relating to claims of special, indirect, consequential or punitive damages sought by third parties against an Indemnitee.

(e)    Payments. All amounts due under this Sectionshall be payable within 30 days after demand therefor.

(f)    Survival. Each party’s obligations under this Sectionshall survive the termination of the Loan Documents and payment of the obligations hereunder.

SECTION 11.4 Right of Setoff. Subject to Section 4.6and Section 9.4, if an Event of Default shall have occurred and be continuing, each Lender, each Issuing Lender and the Swingline Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Lender or the Swingline Lender to or for the credit or the account of the Borrower or any other Credit Party against any and all of the obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Loan Document or any Secured Hedge Agreement

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or Secured Cash Management Agreement to such Lender, such Issuing Lender or the Swingline Lender, irrespective of whether or not such Lender, such Issuing Lender or the Swingline Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender, such Issuing Lender or the Swingline Lender different from the branch or office holding such deposit or obligated on such indebtedness; providedthat in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 9.4and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders, the Swingline Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Lender and the Swingline Lender under this Sectionare in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or the Swingline Lender may have. Each Lender, such Issuing Lender and the Swingline Lender agree to notify the Borrower and the Administrative Agent promptly after any such setoff and application; providedthat the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 11.5    Governing Law; Jurisdiction, Etc.

(a)    Governing Law. This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.

(b)    Submission to Jurisdiction. Each of the parties hereto, on behalf of itself and its respective Affiliates irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)    Waiver of Venue. Each of the parties hereto, on behalf of itself and its respective Affiliates irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)    Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.1. Nothing in this Agreement will affect the right of any

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party hereto to serve process in any other manner permitted by Applicable Law.

SECTION 11.6    Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 11.7 Reversal of Payments. To the extent any Credit Party makes a payment or payments to the Administrative Agent for the ratable benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the Collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law, other Applicable Law or equitable cause, then, to the extent of such payment or proceeds repaid, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.

SECTION 11.8    Successors and Assigns; Participations.

(a)    Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Sectionor (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section(and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Sectionand, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)    Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); providedthat, in each case with respect to any Credit Facility, any such assignment shall be subject to the following conditions:

(i)    Minimum Amounts.

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(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it (in each case with respect to any Credit Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this Sectionin the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)    in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of either the Revolving Credit Facility or the Term Loan Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); providedthat the Borrower shall be deemed to have given its consent five Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth Business Day;

(ii)    Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate classes on a non-pro ratabasis;

(iii)    Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Sectionand, in addition:

(A)    the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof;

(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) the Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C)    the consents of the Issuing Lenders and the Swingline Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.

(iv)    Assignment and Assumption. The parties to each assignment shall execute and

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deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; providedthat (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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

(vi)    No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

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

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.8, 4.9, 4.10, 4.11and 11.3with respect to facts and circumstances occurring prior to the effective date of such assignment; providedthat except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section(other than a purported assignment to a natural Person or the Borrower or any of the Borrower’s Subsidiaries or Affiliates, which shall be null and void.)

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(c)    Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in Charlotte, North Carolina, a copy of each Assignment and Assumption and each Lender Joinder Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice.

(d)    Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Subsidiaries or Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); providedthat (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Lender, the Swingline Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.3(c)with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; providedthat such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.2(b), (c), or (d)that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.9, 4.10and 4.11(subject to the requirements and limitations therein, including the requirements under Section 4.11(g)(it being understood that the documentation required under Section 4.11(g)shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; providedthat such Participant (A) agrees to be subject to the provisions of Section 4.12as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 4.10or 4.11, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.12(b)with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.4as though it were a Lender; providedthat such Participant agrees to be subject to Section 4.6as though it were a Lender.

Each Lender that sells a participation shall, acting solely for this purpose as a non- fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); providedthat no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any

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Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)    Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; providedthat no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)    Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

SECTION 11.9 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties in connection with the Credit Facility, this Agreement, the transactions contemplated hereby or in connection with marketing of services by such Affiliate or Related Party to the Borrower or any of its Subsidiaries (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential on substantially the same terms as provided herein), (b) to the extent required or requested by, or required to be disclosed to, any regulatory or similar authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case the Administrative Agent, the applicable Lender or the applicable Issuing Lender shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, in advance, to the extent practicable and lawfully permitted to do so), (c) to the extent required by Applicable Laws pursuant to a subpoena or an order of any court or administrative agency or in any pending legal or administrative proceeding or process (in which case, the Administrative Agent, the applicable Lender or the applicable Issuing Lender shall, to the extent permitted by Applicable Law, inform the Borrower promptly in advance thereof so the Borrower may seek a protective order or take other appropriate action), (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement, under any other Loan Document or under any Secured Hedge Agreement or Secured Cash Management Agreement, or any action or proceeding relating to this Agreement, any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (iii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer,

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backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding the Borrower and its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) on a confidential basis to (i) with the consent of the Borrower, any rating agency in connection with rating the Borrower or its Subsidiaries or the Credit Facility or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Credit Facility, (h) deal terms and other information customarily reported to Thomson Reuters, other bank market data collectors and similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of the Loan Documents, (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Sectionor (ii) becomes available to the Administrative Agent, any Lender, any Issuing Lender or any of their respective Affiliates from a third party that is not, to such Person’s knowledge, subject to confidentiality obligations to the Borrower, (j)    to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates (in which case, the Administrative Agent, the applicable Lender or the applicable Issuing Lender shall, to the extent permitted by Applicable Law, inform the Borrower promptly in advance thereof so the Borrower may seek a protective order or take other appropriate action), (k) to the extent that such information is independently developed by such Person, or (l) for purposes of establishing a “due diligence” defense. For purposes of this Section, “Information” means all information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Lender on a nonconfidential basis prior to disclosure by any Credit Party or any Subsidiary thereof. Any Person required to maintain the confidentiality of Information as provided in this Sectionshall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 11.10 Performance of Duties. Each of the Credit Party’s obligations under this Agreement and each of the other Loan Documents shall be performed by such Credit Party at its sole cost and expense.

SECTION 11.11 All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated.

SECTION 11.12    Survival.

(a)    All representations and warranties set forth in Article VIand all representations and warranties contained in any certificate, or any of the Loan Documents (including any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

(b)    Notwithstanding any termination of this Agreement, the indemnities to which the

114

Administrative Agent and the Lenders are entitled under the provisions of this Article XIand any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.

SECTION 11.13 Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

SECTION 11.14 Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 11.15    Counterparts; Integration; Effectiveness; Electronic Execution.

(a)    Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, the Issuing Lender, the Swingline Lender and/or the Arranger, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

(b)    Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 11.16 Term of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than contingent indemnification obligations not then due) arising hereunder or under any other Loan Document shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired (or been Cash Collateralized) or otherwise satisfied in a manner acceptable to the Issuing Lender) and the Revolving Credit Commitment has been terminated. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination.

SECTION 11.17 USA PATRIOT Act. The Administrative Agent and each Lender hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, each of them is required to obtain, verify and record information that identifies each Credit Party, which information includes the name,

115

address and tax identification number of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the PATRIOT Act.

SECTION 11.18 Independent Effect of Covenants. The Borrower expressly acknowledges and agrees that each covenant contained in Articles VIIor VIIIhereof shall be given independent effect. Accordingly, the Borrower shall not engage in any transaction or other act otherwise permitted under any covenant contained in Articles VIIor VIII, before or after giving effect to such transaction or act, the Borrower shall or would be in breach of any other covenant contained in Articles VIIor VIII.

SECTION 11.19    No Advisory or Fiduciary Responsibility.

(a)    In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s- length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Administrative Agent, the Arrangers and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Administrative Agent, the Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Arranger or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Administrative Agent, the Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

(b)    Each Credit Party acknowledges and agrees that each Lender, the Arrangers and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, the Parent, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger or an Affiliate thereof (or an agent or any other person with any similar role under the Credit Facility) and without any duty to account therefor to any other Lender, the Arrangers, the Parent, the Borrower or any Affiliate of the foregoing. Each Lender, the Arrangers and any Affiliate thereof may accept fees and other consideration from the Parent, the Borrower or any Affiliate thereof for services in connection with this Agreement, the Credit Facility or otherwise without having to account for the same to any other Lender, the Arrangers, the Parent, the Borrower or any Affiliate of the foregoing.

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SECTION 11.20 Inconsistencies with Other Documents. In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, other than the Intercreditor Agreement (which inconsistencies shall be governed by and be subject to Section 9.8), the terms of this Agreement shall control; providedthat any provision of the Security Documents which imposes additional burdens on the Borrower or any of its Subsidiaries or further restricts the rights of the Borrower or any of its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

SECTION 11.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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

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

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

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

(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

[Signature pages to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

CLEARWATER PAPER CORPORATION, as Borrower        

By: _______________________    

Name:_______________________

Title: _______________________

AGENTS AND LENDERS:

118

WELLS FARGO BANK, NATIONAL ASSOCIATION, as

Administrative Agent, Swingline Lender, Issuing Lender and Lender

By: _______________________    

Name:_______________________

Title: _______________________

119

Annex B

EXHIBIT F

FORM OF OFFICER’S COMPLIANCE CERTIFICATE

Dated as of: ______________

The undersigned, on behalf of Clearwater Paper Corporation, a Delaware corporation (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:

1.This certificate is delivered to you pursuant to Section 7.2(a)of the Credit Agreement dated as of October 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

2.I have reviewed the financial statements of the Borrower and its Subsidiaries dated as of ___________ and for the__________________ period[s] then ended and such statements fairly present in all material respects the financial position of the Borrower and its Subsidiaries as of the dates indicated and the results of their operations and cash flows for the period[s] indicated, subject to customary year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited financial statements.

3.I have reviewed the terms of the Credit Agreement, and the related Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of the Borrower and its Subsidiaries during the accounting period covered by the financial statements referred to in Paragraph 2above. Such review has not disclosed the existence during or at the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as at the date of this certificate.

4.As of the date of this certificate, the Borrower and its Subsidiaries are in compliance with the financial covenants contained in Section 8.13of the Credit Agreement as shown on the attached Schedule I¹ and the Borrower and its Subsidiaries are in compliance with the other covenants and restrictions contained in the Credit Agreement.

5.As of the date of this certificate, the Consolidated Total Leverage Ratio is [•], as shown on the attached Schedule II².

[Signature Page Follows]

1 To be in a form reasonably acceptable to the Administrative Agent.

2 To be in a form reasonably acceptable to the Administrative Agent.

Annex B 1

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Compliance Certificate as of the day and year first written above.

CLEARWATER PAPER CORPORATION, as

Borrower

By:     _______________________            

Name:    _______________________

Title:     _______________________

Annex B 2

EX-10.2(IV)

Exhibit 10.2(iv)

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT

This AMENDMENT NO. 4 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of November 8, 2018, is entered into by and among (1) CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Borrower”); (2) Lenders (as defined below) constituting the Required Lenders (as defined in the Credit Agreement referred to below); and (3) NORTHWEST FARM CREDIT SERVICES, PCA (“NWFCS”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”):

WHEREAS the Borrower, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent have previously entered into that certain Credit Agreement, dated as of October 31, 2016 (as amended and in effect immediately prior to the date hereof, the “Existing Credit Agreement” and as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, including, but not limited to, by this Amendment, the “Credit Agreement”);

WHEREAS the Borrower has requested that the Administrative Agent and the Lenders and Voting Participants constituting Required Lenders make amendments to the Existing Credit Agreement as set forth in this Amendment; and

WHEREAS the Administrative Agent and the Lenders and Voting Participants that are signatories hereto, constituting Required Lenders, are willing to grant such request on the terms and subject to the conditions set forth in this Amendment;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Definitions. Capitalized terms are used in this Amendment as defined in the Credit Agreement unless otherwise defined herein.

2.Amendments to the Existing Credit Agreement.

(a)On the terms of this Amendment and subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Existing Credit Agreement is amended to effect such changes as are required to conform the Existing Credit Agreement to the revised version set forth in Annex A attached hereto.

(b)Exhibit F of the Existing Credit Agreement is amended and restated in its entirety with Exhibit F attached hereto as Annex B.

3.Conditions Precedent to the Effectiveness of this Amendment. The provisions of Section 2 of this Amendment are conditioned upon, and such provisions shall not be effective until, satisfaction of the following conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Amendment Effective Date”):

(a)The Administrative Agent shall have received, on behalf of the Lenders, this Amendment, duly executed and delivered by the Borrower, the Required Lenders and the Administrative Agent (and consented to by the Guarantors);

(b)The Borrower shall have paid to the Administrative Agent all fees due and payable to the Administrative Agent and the Lenders in connection with this Amendment;

(c)The Administrative Agent shall have received evidence that the Commercial Bank Agent has consented to the execution of this Amendment (pursuant to documentation in form and substance reasonably acceptable to the Administrative Agent);

(d)The Administrative Agent shall have received a corresponding amendment to the Commercial Bank Facility, duly executed by each party thereto (and consented to by the Guarantors (as defined under the Commercial Bank Facility)) in form and substance reasonably satisfactory to the Administrative Agent;

(e)No Default or Event of Default shall have occurred and be continuing; and

(f)The representations and warranties set forth in this Amendment shall be true and correct in all material respects as of the Amendment Effective Date (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date).

4.Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment and to amend the Existing Credit Agreement in the manner provided in this Amendment, the Borrower represents and warrants to the Administrative Agent and each Lender as follows:

(a)Authorization of Agreements; Enforceability. The Borrower has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment in accordance with its terms. This Amendment has been duly executed and delivered by duly authorized officers of the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

(b)Representations and Warranties in the Credit Agreement. The Borrower confirms that as of the Amendment Effective Date, (i) the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date) and (ii) no Default or Event of Default has occurred and is continuing.

5.Miscellaneous.

(a)Reference to and Effect on the Existing Credit Agreement and the other Loan Documents.

(i)Except as specifically amended by this Amendment and the documents executed and delivered in connection herewith, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed by the Borrower in all respects.

2

(ii)The execution and delivery of this Amendment and performance of the Credit Agreement shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under, the Existing Credit Agreement or any of the other Loan Documents.

(iii)Upon the conditions precedent set forth herein being satisfied, this Amendment shall be construed as one with the Existing Credit Agreement, and the Existing Credit Agreement shall, where the context requires, be read and construed throughout so as to incorporate this Amendment.

(iv)If there is any conflict between the terms and provisions of this Amendment and the terms and provisions of the Credit Agreement or any other Loan Document, the terms and provisions of this Amendment shall govern.

(b)Expenses. The Borrower expressly acknowledges its obligations under Section 11.3 of the Credit Agreement (Expenses; Indemnity) with respect to this Amendment.

(c)Headings. Section and subsection headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

(d)Counterparts. This Amendment may be executed in any number of identical counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a complete, executed original for all purposes. Delivery of an executed counterpart of this Amendment by electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment.

(e)Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

(f)Commercial Bank Amendment. For purposes of Section 12(b) of the Intercreditor Agreement, the Administrative Agent acknowledges and agrees that it consents to the execution of a corresponding amendment to the Commercial Bank Facility by the parties thereto.

6. Loan Documents. This Amendment is a Loan Document as defined in the Credit Agreement, and the provisions of the Credit Agreement generally applicable to Loan Documents are applicable hereto and incorporated herein by this reference.

[This Space Intentionally Left Blank]

3

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

BORROWER:

CLEARWATER PAPER CORPORATION,

a Delaware corporation

By: /s/ John Hertz

Name:John D. Hertz

Title:     Sr. Vice President, Finance and

Chief Financial Officer

4

NORTHWEST FARM CREDIT SERVICES, PCA,

as Administrative Agent and a Lender

By: /s/ Scott Weisse

Name:Scott Weisse

Title: Credit Officer

5

The undersigned hereby acknowledge and consent to the foregoing Amendment and confirm and agree that the Guaranty executed by the undersigned in connection with the Credit Agreement remains in full force and effect in accordance with its terms and is hereby reaffirmed, confirmed and ratified by the undersigned, and the undersigned hereby confirm that the representations and warranties contained in such Guaranty (including any incorporated by reference to the Credit Agreement) are (before and after giving effect to this Amendment) true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct in all material respects as of such specific date); provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this confirmation.

GUARANTORS:

CELLU TISSUE HOLDINGS, INC.

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance

and Chief Financial Officer

CELLU TISSUE - LONG ISLAND, LLC

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance

and Chief Financial Officer

CELLU TISSUE CORPORATION-NEENAH

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance

and Chief Financial Officer

CELLU TISSUE CORPORATION - OKLAHOMA CITY

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance

and Chief Financial Officer

6

CELLU TISSUE - THOMASTON, LLC

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance

and Chief Financial Officer

CLEARWATER FIBER, LLC

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance

and Chief Financial Officer

TRULY BRANDS, LLC

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance

and Chief Financial Officer

MANCHESTER INDUSTRIES INC. OF VIRGINIA

By: /s/ John Hertz

Name: John D. Hertz

Title: Sr. Vice President, Finance

and Chief Financial Officer

7

Annex A

[To Be Attached Separately.]

8

Annex A

$200,000,000

CREDIT AGREEMENT

dated as of October 31, 2016,

by and among

CLEARWATER PAPER CORPORATION,

as Borrower,

the Lenders referred to herein,

and

NORTHWEST FARM CREDIT SERVICES, PCA,

as Administrative Agent,

Sole Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS		1
Section 1.1	Definitions	1
Section 1.2	Other Definitions and Provisions	28
Section 1.3	Accounting Terms	29
Section 1.4	UCC Terms	29
Section 1.5	Rounding	29
Section 1.6	References to Agreement and Laws	29
Section 1.7	Times of Day	30
Section 1.8	Reserved	30
Section 1.9	Guarantees	30
Section 1.10	Covenant Compliance Generally	30
ARTICLE II. REVOLVING CREDIT FACILITY		30
Section 2.1	Revolving Credit Loans	30
Section 2.2	Reserved	30
Section 2.3	Procedure for Advances of Revolving Credit Loans	30
Section 2.4	Repayment and Prepayment of Revolving Credit	31
Section 2.5	Permanent Reduction of the Revolving Credit Commitment	32
Section 2.6	Termination of Revolving Credit Facility	33
ARTICLE III. Reserved		33
ARTICLE IV. GENERAL LOAN PROVISIONS		33
Section 4.1	Interest	33
Section 4.2	Notice and Manner of Conversion or Continuation of Loans	34
Section 4.3	Fees	35
Section 4.4	Manner of Payment	35
Section 4.5	Evidence of Indebtedness	36
Section 4.6	Sharing of Payments by Lenders	36
Section 4.7	Administrative Agent’s Clawback	37
Section 4.8	Changed Circumstances	37
Section 4.9	Indemnity	38
Section 4.10	Increased Costs	39
Section 4.11	Taxes	40
Section 4.12	Mitigation Obligations; Replacement of Lenders	44
Section 4.13	Incremental Loans	45
Section 4.14	Reserved	48
Section 4.15	Defaulting Lenders	49
Section 4.16	Capital Plans	50
ARTICLE V. CONDITIONS OF CLOSING AND BORROWING		50
Section 5.1	Conditions to Closing and Initial Extensions of Credit	51
Section 5.2	Conditions to All Extensions of Credit	55
ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES		55
Section 6.1	Organization; Power; Qualification	55
Section 6.2	Ownership	55
Section 6.3	Authorization; Enforceability	56

i

Section 6.4	Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc	56
Section 6.5	Compliance with Law; Governmental Approvals	56
Section 6.6	Tax Returns and Payments	56
Section 6.7	Intellectual Property Matters	57
Section 6.8	Environmental Matters	57
Section 6.9	Employee Benefit Matters	58
Section 6.10	Margin Stock	59
Section 6.11	Government Regulation	59
Section 6.12	Employee Relations	59
Section 6.13	Financial Statements	59
Section 6.14	No Material Adverse Effect	59
Section 6.15	Solvency	59
Section 6.16	Title to Properties	59
Section 6.17	Litigation	60
Section 6.18	Anti-Corruption Laws and Sanctions	60
Section 6.19	Absence of Defaults	60
Section 6.20	Senior Indebtedness Status	60
Section 6.21	Disclosure	60
ARTICLE VII. AFFIRMATIVE COVENANTS		60
Section 7.1	Financial Statements and Budgets	61
Section 7.2	Certificates; Other Reports	61
Section 7.3	Notice of Litigation and Other Matters	63
Section 7.4	Preservation of Corporate Existence and Related Matters	63
Section 7.5	Maintenance of Property and Licenses	64
Section 7.6	Insurance	64
Section 7.7	Accounting Methods and Financial Records	64
Section 7.8	Payment of Taxes and Other Obligations	64
Section 7.9	Compliance with Laws and Approvals	64
Section 7.10	Environmental Laws	64
Section 7.11	Compliance with ERISA	65
Section 7.12	Visits and Inspections	65
Section 7.13	Additional Subsidiaries	65
Section 7.14	Use of Proceeds	67
Section 7.15	Compliance with Anti-Corruption Laws and Sanctions	67
Section 7.16	Further Assurances	67
Section 7.17	Farm Credit Equity	67
Section 7.18	Timber and Cutting Rights Agreements	67
Section 7.19	Post-Closing Matters	68
ARTICLE VIII. NEGATIVE COVENANTS		68
Section 8.1	Indebtedness	68
Section 8.2	Liens	70
Section 8.3	Investments	72
Section 8.4	Fundamental Changes	73
Section 8.5	Asset Dispositions	74
Section 8.6	Restricted Payments	76
Section 8.7	Transactions with Affiliates	76

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Section 8.8	Accounting Changes; Organizational Documents	77
Section 8.9	Payments and Modifications of Subordinated Indebtedness	77
Section 8.10	No Further Negative Pledges; Restrictive Agreements	77
Section 8.11	Nature of Business	79
Section 8.12	Sale Leasebacks	79
Section 8.13	Financial Covenants	79
Section 8.14	Disposal of Subsidiary Interests	79
ARTICLE IX. DEFAULT AND REMEDIES		79
Section 9.1	Events of Default	79
Section 9.2	Remedies	81
Section 9.3	Rights and Remedies Cumulative; Non-Waiver; etc	82
Section 9.4	Crediting of Payments and Proceeds	82
Section 9.5	Administrative Agent May File Proofs of Claim	83
Section 9.6	Credit Bidding	84
Section 9.7	Lender Action	84
Section 9.8	Intercreditor Agreement	84
ARTICLE X. THE ADMINISTRATIVE AGENT		84
Section 10.1	Appointment and Authority	84
Section 10.2	Rights as a Lender	85
Section 10.3	Exculpatory Provisions	85
Section 10.4	Reliance by the Administrative Agent	86
Section 10.5	Delegation of Duties	86
Section 10.6	Resignation of Administrative Agent	87
Section 10.7	Non-Reliance on Administrative Agent and Other Lenders	88
Section 10.8	No Other Duties, Etc	88
Section 10.9	Collateral and Guaranty Matters	88
Section 10.10	Secured Hedge Agreements and Secured Cash Management Agreements	89
ARTICLE XI. MISCELLANEOUS		89
Section 11.1	Notices	89
Section 11.2	Amendments, Waivers and Consents	92
Section 11.3	Expenses; Indemnity	93
Section 11.4	Right of Setoff	95
Section 11.5	Governing Law; Jurisdiction, Etc	96
Section 11.6	Waiver of Jury Trial	96
Section 11.7	Reversal of Payments	97
Section 11.8	Successors and Assigns; Participations	97
Section 11.9	Treatment of Certain Information; Confidentiality	102
Section 11.10	Performance of Duties	103
Section 11.11	All Powers Coupled with Interest	103
Section 11.12	Survival	103
Section 11.13	Titles and Captions	103
Section 11.14	Severability of Provisions	103
Section 11.15	Counterparts; Integration; Effectiveness; Electronic Execution	103
Section 11.16	Term of Agreement	104
Section 11.17	USA PATRIOT Act	104
Section 11.18	Independent Effect of Covenants	104

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Section 11.19	No Advisory or Fiduciary Responsibility	104
Section 11.20	Inconsistencies with Other Documents	105
Section 11.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	105

EXHIBITS
Exhibit A	-	Form of Revolving Credit Note
Exhibit B	-	Form of Notice of Borrowing
Exhibit C	-	Form of Notice of Account Designation
Exhibit D	-	Form of Notice of Prepayment
Exhibit E	-	Form of Notice of Conversion/Continuation
Exhibit F	-	Form of Officer’s Compliance Certificate
Exhibit G	-	Form of Assignment and Assumption
Exhibit H-1	-	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)
Exhibit H-2	-	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
Exhibit H-3	-	Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
Exhibit H-4	-	Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)

SCHEDULES
Schedule 1.1(a)	-	Fixed Rate Schedule
Schedule 1.1(b)	-	Commitments and Commitment Percentages
Schedule 6.1	-	Jurisdictions of Organization
Schedule 6.2	-	Subsidiaries and Capitalization
Schedule 6.9	-	ERISA Plans
Schedule 6.12	-	Labor and Collective Bargaining Agreements
Schedule 6.17	-	Litigation
Schedule 7.19	-	Post-Closing Matters
Schedule 8.1	-	Existing Indebtedness
Schedule 8.2	-	Existing Liens
Schedule 8.3	-	Existing Loans, Advances and Investments
Schedule 8.7	-	Transactions with Affiliates
Schedule 11.8(d)	-	Voting Participant Schedule

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CREDIT AGREEMENT, dated as of October 31, 2016, by and among CLEARWATER PAPER CORPORATION,a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and NORTHWEST FARM CREDIT SERVICES, PCA, a federally chartered production credit association, as Administrative Agent for the Lenders.

STATEMENT OF PURPOSE

The Borrower has requested, and subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders have agreed to extend, certain credit facilities to the Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I.DEFINITIONS

Section 1.1    Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which any Credit Party or any of its Subsidiaries (a) acquires all or substantially all of the assets of any Person, or any division or line of business thereof, whether through the purchase of assets, merger or otherwise or (b) acquires (in one transaction or as the most recent transaction in a series of transactions) all of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or all of the outstanding ownership interests of a partnership or limited liability company.

“Administrative Agent” means NWFCS, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 10.6.

“Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 11.1(c).

“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 through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” means this Credit Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

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“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Applicable Margin” means the corresponding percentages per annum as set forth below based on the Consolidated Total Leverage Ratio:

Pricing Level	Consolidated Total Leverage Ratio	Commitment Fee	LIBOR +	Base Rate +	Fixed Rate +
I	Less than 2.00 to 1.00	0.20%	1.50%	0.50%	1.50%
II	Greater than or equal to 2.00 to 1.00, but less than 3.00 to 1.00	0.25%	1.75%	0.75%	1.75%
III	Greater than or equal to 3.00 to 1.00, but less than 4.00 to 1.00	0.30%	2.00%	1.00%	2.00%
IV	Greater than or equal to 4.00 to 1.00, but less than 4.50 to 1.00	0.35%	2.75%	1.75%	2.75%
V	Greater than or equal to 4.50 to 1.00	0.40%	3.50%	2.50%	3.50%

The Applicable Margin shall be determined and adjusted quarterly on the date five Business Days after the day on which the Borrower provides an Officer’s Compliance Certificate pursuant to Section 7.2(a) for the most recently ended fiscal quarter of the Borrower (each such date, a “Calculation Date”); provided that (a) the Applicable Margin shall be based on Pricing Level III until the first Calculation Date occurring after the Fourth Amendment Effective Date and, thereafter the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide an Officer’s Compliance Certificate when due as required by Section 7.2(a) for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from the date on which such Officer’s Compliance Certificate was required to have been delivered shall be based on Pricing Level V until such time as such Officer’s Compliance Certificate is delivered, at which time the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The applicable Pricing Level shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Pricing Level shall be applicable to all Extensions of Credit then existing or subsequently made or issued.

Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance Certificate delivered pursuant to Section 7.1 or 7.2(a) is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) any Commitments are in effect, or (iii) any Extension of Credit is outstanding when such inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable

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Period, then (A) the Borrower shall promptly deliver to the Administrative Agent a corrected Officer’s Compliance Certificate for such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Consolidated Total Leverage Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (C) the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 4.4. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 4.1(b) and 9.2 nor any of their other rights under this Agreement or any other Loan Document. The Borrower’s obligations under this paragraph shall survive for 270 days after the termination of the Commitments and the repayment of all other Obligations hereunder.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means NWFCS, in its capacity as sole lead arranger and sole bookrunner.

“Asset Disposition” means the sale, transfer, license, lease or other disposition of any Property (including any disposition of Equity Interests) by any Credit Party or any Subsidiary thereof and any issuance of Equity Interests by any Subsidiary of the Borrowerto any Person that is not a Credit Party or any Subsidiary thereof. The term “Asset Disposition” shall not include (a) the sale of inventory in the ordinary course of business, (b) the transfer of assets pursuant to any other transaction permitted pursuant to Section 8.4, (c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction, (d) the disposition of any Hedge Agreement, (e) dispositions of Investments in cash and Cash Equivalents, (f) the transfer by any Credit Party of its assets to any other Credit Party, (g) the transfer by any Non-Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer), (h) the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary or (i) Asset Dispositions of “margin stock” (as defined in Regulation U of the Board of Governors of the Federal Reserve System).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.8), and accepted by the Administrative Agent, in substantially the form attached as Exhibit G or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date of determination, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease Obligation.

“Available Free Cash Flow Amount” means an amount equal to, initially, $15,000,000 plus:

(a)    50% of Consolidated Free Cash Flow for the period of four consecutive fiscal quarters most recently ended prior to the date of a proposed Restricted Payment pursuant to Section 8.6(d) or

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payment of Subordinated Debt pursuant to Section 8.9(b)(iv) (such date, the “Reference Date”), and for which financial statements have been delivered pursuant to Section 7.1, minus

(b)    any Restricted Payments made utilizing a portion of the Available Free Cash Flow Amount pursuant to Section 8.6(d) or payment of Subordinated Debt pursuant to Section 8.9(b)(iv) made utilizing all or a portion of the Available Free Cash Flow Amount during the current fiscal quarter and the preceding three fiscal quarters (and for purposes of this clause (b), without taking into account the intended usage of the Available Free Cash Flow Amount on such Reference Date in the contemplated transaction).

“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.

“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) LIBOR for an Interest Period of one month plus 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or LIBOR (provided that clause (c) shall not be applicable during any period in which LIBOR is unavailable or unascertainable).

“Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 4.1(a).

“Borrower” means Clearwater Paper Corporation, a Delaware corporation.

“Borrower Materials” has the meaning assigned thereto in Section 7.2.

“Business Day” means (a) for all purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York, are open for the conduct of their commercial banking business and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, any day that is a Business Day described in clause (a) and that is also a London Banking Day.

“Calculation Date” has the meaning assigned thereto in the definition of Applicable Margin.

“Capital Expenditures” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis, for any period, the additions to property, plant and equipment and other capital expenditures that are (or would be) set forth in a consolidated statement of cash flows of such Person for such period prepared in accordance with GAAP, but excluding (a) expenditures for the restoration, upgrade, repair or replacement of any fixed or capital asset which was destroyed or damaged, in whole or in part, to the extent financed by the proceeds of an insurance policy maintained by such Person, indemnity payments, condemnation or similar awards (or payments in lieu thereof) or other settlements relating to any damage, loss, destruction or condemnation of such property, (b) constituting reinvestment of the net cash proceeds of any Asset Disposition (without giving effect to the second sentence of the definition of Asset Disposition) and (c) constituting the purchase price of equipment that is purchased simultaneously with the trade in or sale of existing equipment.

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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, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateralize” means, to pledge and deposit with, or deliver to the Administrative Agent, or directly to the applicable Issuing Lender (with notice thereof to the Administrative Agent), for the benefit of one or more of the Issuing Lenders, the Swingline Lender or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations or Swingline Loans, cash or deposit account balances or, if the Administrative Agent and the applicable Issuing Lender and the Swingline Lender shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, such Issuing Lender and the Swingline Lender, as applicable. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means, collectively, (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within twelve months from the date of acquisition thereof, (b) commercial paper maturing no more than 270 days from the date of creation thereof and currently having the highest rating obtainable from either S&P or Moody’s, (c) certificates of deposit and time deposits maturing no more than twelve months from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by a nationally recognized rating agency, (d) any repurchase agreement entered into with any bank meeting the qualifications specified in clause (c) so long as the repurchase obligations of such bank under such repurchase agreement are fully secured by a perfected security interest in a security or instrument of the type described in clause (a), (b) or (c) above; or (e) shares of any money market mutual fund that: (i) has at least 95% of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above; (ii) has net assets of not less than $500,000,000; and (iii) has the highest rating obtainable from either S&P or Moody’s.

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

“Cash Management Bank” means any Person that, (a) at the time it enters into a Cash Management Agreement with a Credit Party, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent, or (b) at the time it (or its Affiliate) becomes a Lender (including on the Closing Date), is a party to a Cash Management Agreement with a Credit Party, in each case in its capacity as a party to such Cash Management Agreement.

“Change in Control” means an event or series of events by which:

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person”

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or “group” shall be deemed to have “beneficial ownership” of all Equity Interests that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than 35% of the Equity Interests of the Borrower entitled to vote in the election of members of the board of directors (or equivalent governing body) of the Borrower; or

(b)    there shall have occurred under any indenture or other instrument evidencing any Indebtedness for borrowed money in excess of $30,000,000 any “change in control” or similar provision (as set forth in the indenture, agreement or other evidence of such Indebtedness) obligating the Borrower or any of its Subsidiaries to repurchase, redeem or repay all or any part of the Indebtedness provided for therein.

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

“Class” means, when used in reference to any Loan, whether such Loan is a Revolving Credit Loan or Term Loan and, when used in reference to any Commitment, whether such Commitment is a Revolving Credit Commitment or a Term Loan Commitment.

“Closing Date” means the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder.

“Collateral” means the collateral security for the Secured Obligations pledged or granted pursuant to the Security Documents (for the avoidance of doubt, excluding in all cases, the Excluded Assets (as defined in the Collateral Agreement)).

“Collateral Agreement” means the collateral agreement of even date herewith executed by the Credit Parties in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, which shall be in form and substance acceptable to the Administrative Agent.

“Commercial Bank Agent” means the “Administrative Agent” as defined in the Commercial Bank Facility.

“Commercial Bank Secured Cash Management Agreement” means any “Secured Cash Management Agreement” as defined in the Commercial Bank Facility.

“Commercial Bank Facility” means the Credit Agreement dated as of the date hereof among the Borrower, Commercial Bank Agent, and the lenders from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of the Intercreditor Agreement.

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“Commercial Bank Increase” means the incurrence by any Credit Party of Incremental Loans or Incremental Loan Commitments under Section 4.13 of the Commercial Bank Facility, as in effect on the date hereof, or as amended, restated, supplemented or modified in accordance with the terms of the Intercreditor Agreement.

“Commercial Bank Incremental Lender” means an “Incremental Lender” as defined in the Commercial Bank Facility.

“Commercial Bank Incremental Term Loan” means an “Incremental Term Loan” as defined in the Commercial Bank Facility.

“Commercial Bank Revolving Credit Loan” means a “Revolving Credit Loan” as defined in the Commercial Bank Facility.

“Commitment Fee” has the meaning assigned thereto in Section 4.3(a).

“Commitment Percentage” means, as to any Lender, such Lender’s Revolving Credit Commitment Percentage or Term Loan Percentage, as applicable.

“Commitments” means, collectively, as to all Lenders, the Revolving Credit Commitments and the Term Loan Commitments of such Lenders.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

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

“Consolidated” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

“Consolidated Asset Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Specified Assets on such date to (b) Consolidated Secured Indebtedness (other than Attributable Indebtedness with respect to Capital Lease Obligations and Synthetic Lease Obligations) on such date.

“Consolidated EBIT” means, for any period, (a) Consolidated EBITDA for such period minus (b) the amount added back in determining Consolidated EBITDA for such period for amortization and depreciation. For purposes of this Agreement, Consolidated EBIT shall be adjusted on a Pro Forma Basis.

“Consolidated EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period plus (b) the sum of the following, without duplication, to the extent deducted in determining Consolidated Net Income for such period: (i) income and franchise taxes, (ii) Consolidated Interest Expense, (iii) amortization, depreciation, non-cash expenses related to stock based compensation or awards, non-cash charges relating to the impairment or write down of good will and other non-cash charges (except to the extent that any such non-cash charges are reserved for cash charges to be taken in the future), (iv) extraordinary losses (excluding extraordinary losses from discontinued or shuttered operations), (v) recurring cash-charges from discontinued operations, which together with the amounts added to Consolidated EBITDA pursuant to clause (x) below do not exceed 10% of Consolidated EBITDA in any period of four consecutive fiscal quarters (calculated without giving

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effect to this clause (v) or clause (x) below) or $95,000,000 over any period of five consecutive fiscal years, (vi) Transaction Costs, (vii) any non-recurring, non-capitalized costs in connection with financings, acquisitions, dispositions, debt or equity financings or the establishment of joint ventures, strategic alliances or similar arrangements during such period (including financing and refinancing fees and any premium or penalty paid in connection with redeeming or retiring indebtedness prior to its stated maturity pursuant to the agreements or instruments governing such indebtedness), in each case as permitted by the Loan Documents), and (viii) any one-time charges related to a Material Pension Event (including for the avoidance of doubt, any such charges in the nature of a true-up taken in a subsequent quarter), (ix) specified maintenance expenses during the fiscal year ending 2019 in an amount not to exceed $6 million reasonably acceptable to the Administrative Agent and (x) cash restructuring charges or reserves and business optimization expenses, and other non-recurring restructuring, integration, start-up and other similar costs in connection with any acquisition, disposition or restructuring initiative, including costs related to the closure and/or consolidation of facilities owned or leased by the Borrower or any of its subsidiaries, retention, recruiting, relocation, severance and signing bonuses and expenses, one-time consulting fees and any one-time expenses relating to enhanced accounting function, or any other costs incurred in connection with any of the foregoing, in an aggregate for all amounts added to Consolidated EBITDA pursuant to this clause (x) and clause (v) above that does not exceed 10% of Consolidated EBITDA in any period of four consecutive fiscal quarters (calculated without giving effect to this clause (viii) or clause (v) above) or $95,000,000 over any period of five consecutive fiscal years, less (c) the sum of the following, without duplication, to the extent included in determining Consolidated Net Income for such period: (i) interest income, (ii) any extraordinary gains, (iii) non-cash gains or non-cash items increasing Consolidated Net Income, (iv) income or gains from the early extinguishment of Indebtedness and (v) the amount of any gain increasing Consolidated Net Income as a result of any true-up credit to a prior charge relating to a Material Pension Event which was added back to Consolidated EBITDA pursuant to clause (b)(viii) above. For purposes of this Agreement, Consolidated EBITDA shall be adjusted on a Pro Forma Basis.

“Consolidated First Lien Leverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated Total Indebtedness on such date which is secured by a first priority Lien on any Property of the Borrower or its Subsidiaries (it being agreed that any Lien securing Consolidated Total Indebtedness that is not contractually subordinated to the Liens created under the Loan Documents constitutes a first priority Lien) (which calculation shall assume that all commitments under the Credit Facility (including any Revolving Credit Commitments and proposed Incremental Loan Commitments) and under the Commercial Bank Facility (including any revolving commitments and any proposed Commercial Bank Increase) are fully drawn), minus (ii) all unrestricted domestic cash and Cash Equivalents on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date that are free and clear of all Liens and encumbrances (excluding Liens described in Sections 8.2(a),8.2(k) and 8.2(q)), excluding the proceeds of any proposed Incremental Loans, Incremental Loan Commitments or Commercial Bank Increases to (b) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters ending on or prior to such date for which financial statements have been delivered pursuant to Section 7.1(a) or 7.1(b).

“Consolidated Free Cash Flow” means, for any period, Consolidated EBITDA for such period, minus the sum of the following for the Borrower and its Subsidiaries: (a) Consolidated Interest Expense paid in cash during such period, (b) income and franchise taxes paid in cash during such period, (c) scheduled payments of principal on Indebtedness for borrowed money and Capital Lease Obligations paid during such period, and (d) the greater of (i) $50,000,000 and (ii) Capital Expenditures for maintenance purposes during such period.

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“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBIT for the period of four consecutive fiscal quarters ending on or immediately prior to such date to (b) Consolidated Interest Expense for the period of four consecutive fiscal quarters ending on or immediately prior to such date

“Consolidated Interest Expense” means, for any period, on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP, interest expense (including interest expense attributable to Capital Lease Obligations and all net payment obligations pursuant to Hedge Agreements) for such period.

“Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined on a Consolidated basis, without duplication, in accordance with GAAP; provided that, in calculating Consolidated Net Income of the Borrower and its Subsidiaries for any period, there shall be excluded (a) the net income (or loss) of any Person (other than a Subsidiary which shall be subject to clause (c) below), in which the Borrower or any of its Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to the Borrower or any of its Subsidiaries by dividend or other distribution during such period, (b) the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or any of its Subsidiaries or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries except to the extent included pursuant to the foregoing clause (a) or included in connection with a calculation on a Pro Forma Basis permitted hereunder, and (c) the net income (if positive), of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary and (d) any gain or loss from Asset Dispositions during such period.

“Consolidated Net Tangible Assets” means, as of any date of determination, (a) the total assets of the Borrower and its Subsidiaries on a Consolidated basis (without duplication), minus (b) all goodwill, trade names, trademarks, patents, copyrights and other intangible property classified as intangible in accordance with GAAP.

“Consolidated Secured Indebtedness” means (a) Consolidated Total Indebtedness on such date which is secured by a Lien on any Property of the Borrower or its Subsidiaries, minus (b) all unrestricted domestic cash and Cash Equivalents on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date that are free and clear of all Liens and encumbrances (excluding any Liens described in Sections 8.2(a), 8.2(k) and 8.2(q)), excluding the proceeds of any proposed Incremental Loans, Incremental Loan Commitments or Commercial Bank Increases.

“Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Indebtedness on such date to (b) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters ending on or prior to such date for which financial statements have been delivered pursuant to Section 7.1(a) or 7.1(b).

“Consolidated Specified Assets” means, as of any date of determination the sum of (a) the aggregate book value of all accounts receivable that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP that are free and clear of all Liens and encumbrances securing Consolidated Total Indebtedness (excluding any Liens described in Sections 8.2(a) and 8.2(q)) multiplied by 0.75, plus (b) the aggregate book value of all inventory that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP that is free and clear of all Liens and

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encumbrances securing Consolidated Total Indebtedness (excluding any Liens described in Sections 8.2(a) and 8.2(q)), multiplied by 0.50, plus (c) the aggregate net book value of all machinery and equipment that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP that are free and clear of all Liens and encumbrances securing Consolidated Total Indebtedness (excluding any Liens described in Sections 8.2(a) and 8.2(q)) multiplied by 0.50; provided that the gross value of (i) any real estate and related improvements, (ii) any buildings and related improvements and (iii) any construction in progress shall be excluded from calculating all of the foregoing.

“Consolidated Total Indebtedness” means, as of any date of determination with respect to the Borrower and its Subsidiaries on a Consolidated basis without duplication, the sum of (i) all Attributable Indebtedness with respect to Capital Lease Obligations and Synthetic Lease Obligations, (ii) obligations to pay the deferred purchase price payable (if any) in connection with any Permitted Acquisition, (iii) Indebtedness for borrowed money, (iv) obligations with respect to letters of credit to the extent drawn and not reimbursed, (v) obligations in respect of Disqualified Equity Interests and (vi) Guarantees in respect of the foregoing (excluding, to the extent otherwise included therein, any Indebtedness in respect of letters of credit unless such letters of credit have been drawn and not reimbursed).

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated Total Indebtedness on such date less (ii) all unrestricted domestic cash and Cash Equivalents on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date that are free and clear of all Liens and encumbrances (excluding any Liens described in Sections 8.2(a), 8.2(k) and 8.2(q)) to (b) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters ending on or immediately prior to such date.

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

“Credit Facility” means, collectively, the Revolving Credit Facility and the Term Loan Facility, if any.

“Credit Parties” means, collectively, the Borrower and the Subsidiary Guarantors.

“Debt Issuance” means the issuance of any Indebtedness for borrowed money by any Credit Party or any of its Subsidiaries.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any of the events specified in Section 9.1 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

“Defaulting Lender” means, subject to Section 4.15(b), any Lender that (a) has failed to (i) fund all or any portion of the Revolving Credit Loans or any Term Loan required to be funded by it hereunder within two Business Days of the date such Loans or participations were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)

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has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) has become the subject of a Bail-in Action or has a direct or indirect parent company that has become the subject of a Bail-in Action or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the FDIC or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.15(b)) upon delivery of written notice of such determination to the Borrower and each Lender.

“Defaulting Voting Participant” means any Participant who would be a Defaulting Lender but for such Participant’s status as a Participant, including, by way of example, in the event a Participant failed to fund any of its participation obligations or pay any amount required to be paid by it in connection with such participation obligation, in each such example with respect to amounts owed by the Lender that sold the participation pursuant to the Loan Documents.

“Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provide for the scheduled payment of dividends in cash or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Latest Maturity Date; provided that if such Equity Interests is issued pursuant to a plan, agreement or similar arrangement for the benefit of the Borrower or its Subsidiaries or by any such plan, agreement or similar arrangement to officers, directors

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or employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or upon a change of control or termination of employment or service.

“Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.

“Domestic Subsidiary” means any Subsidiary organized under the laws of any political subdivision of the United States; provided that any First Tier Foreign Subsidiary that is disregarded for U.S. federal income tax purposes shall be deemed to be a Domestic Subsidiary so long as such Subsidiary constitutes a disregarded entity.

“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 any Person that meets the requirements to be an assignee under Section 11.8(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 11.8(b)(iii)).

“Employee Benefit Plan” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is maintained for employees of any Credit Party or any ERISA Affiliate or (b) any Pension Plan or Multiemployer Plan that has at any time within the preceding seven years been maintained, funded or administered for the employees of any Credit Party or any current or former ERISA Affiliate.

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations, allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law, including any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to public health or the environment.

“Environmental Laws” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of public health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

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“Equity Interests” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing. The term “Equity Interests” shall not include phantom stock or similar phantom equity issued to directors, officers or employees.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder.

“ERISA Affiliate” means any Person who together with any Credit Party or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

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

“Eurodollar Reserve Percentage” means, for any day, the percentage which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“Event of Default” means any of the events specified in Section 9.1; provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Subsidiaries” means (a) those Subsidiaries the Borrower may from time to time, at its option, designate in writing to the Administrative Agent that, individually or in the aggregate, represent less than 5% of Consolidated Net Tangible Assets, (b) any Subsidiary that is prohibited by Applicable Law or contractual obligation existing on the Closing Date or on the date such Subsidiary was acquired or formed, as applicable, from becoming a Subsidiary Guarantor or that would require a non-ministerial governmental (including regulatory) consent, approval license or authorization in order to be a Subsidiary Guarantor (but only for so long as such prohibition or requirement is applicable), (c) any Domestic Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”) and (d) any Domestic Subsidiary all of the assets of which (other than de minimis assets) constitute Equity Interests (including, for this purpose, any debt or other instrument treated as equity for U.S. Federal income tax purposes) in one or more Foreign Subsidiaries that are CFCs, provided that any First Tier Foreign Subsidiary that is disregarded for U.S. federal income tax purposes shall be deemed to be a Domestic Subsidiary so long as such subsidiary constitutes a disregarded entity.

“Excluded Swap Obligation” means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the liability of such Credit Party for or the guarantee of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Credit Party’s failure for any reason to constitute an “eligible

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contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the guarantee of such Credit Party or the grant of such security interest becomes effective with respect to such Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Credit Party, including under Section 2.13 of the Guaranty Agreement). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Note or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in a Loan, Note or Commitment (other than pursuant to an assignment request by the Borrower under Section 4.12(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.11, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 4.11(g) and (d) any United States federal withholding Taxes imposed under FATCA.

“Existing Loan Agreement” means the Loan and Security Agreement among the Borrower, Bank of America, N.A. and the Lenders party thereto, dated as of November 26, 2008, as amended.

“Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, and (ii) the aggregate principal amount of any Term Loans made by such Lender then outstanding, or (b) the making of any Loan by such Lender, as the context requires.

“Farm Credit Administration” means that certain agency known as the Farm Credit Administration that derives its authority from the Farm Credit Act of 1971, as amended.

“Farm Credit Equities” has the meaning assigned thereto in Section 7.17.

“Farm Credit Lender” means a lending institution (including any wholly-owned subsidiaries) organized and existing pursuant to the provisions of the Farm Credit Act of 1971 and under the regulation of the Farm Credit Administration.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“FDIC” means the Federal Deposit Insurance Corporation.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System on such day

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(or, if such day is not a Business Day, for the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the average of the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee Letter” means the separate fee letter agreement dated August 31, 2016 among the Borrower, NWFCS and the Arranger.

“First Tier Foreign Subsidiary” means any Foreign Subsidiary the Equity Interests of which are owned directly by any Credit Party.

“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries ending on December 31.

“Fixed Rate” means, for any Fixed Rate Loan and for the applicable Interest Period, a rate equal to the applicable Fixed Rate Index, rounded to the nearest 0.01%.

“Fixed Rate Index” means, for any Fixed Rate Loan and for the applicable Interest Period, a fixed rate of interest established pursuant to procedures and documentation set forth on Schedule 1.1(a).

“Fixed Rate Loan” means any Loan bearing interest at a rate based upon a Fixed Rate as provided in Section 4.1(a).

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

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

“Fourth Amendment Effective Date” means November 8, 2018.

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

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, and all registrations and filings with or issued by, any Governmental Authorities.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

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“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness, (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or (e) for the purpose of assuming in any other manner the obligee in respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (whether in whole or in part).

“Hazardous Materials” means any substances or materials (a) which are defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b)  the presence of which require investigation or remediation under any Environmental Law or common law or (c) the discharge or emission or release of which requires a permit or license under any Environmental Law or other Governmental Approval.

“Hedge Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement.

“Hedge Bank” means any Person that, (a) at the time it enters into a Hedge Agreement with a Credit Party permitted under Article VIII, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent or (b) at the time it (or its Affiliate) becomes a Lender (including on the Closing Date), is a party to a Hedge Agreement with a Credit Party, in each case in its capacity as a party to such Hedge Agreement.

“Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

“Increased Amount Date” has the meaning assigned thereto in Section 4.13(a).

“Incremental Lender” has the meaning assigned thereto in Section 4.13(a).

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“Incremental Loan Commitments” has the meaning assigned thereto in Section 4.13(a)(ii).

“Incremental Loans” has the meaning assigned thereto in Section 4.13(a)(ii).

“Incremental Revolving Credit Commitment” has the meaning assigned thereto in Section 4.13(a)(ii).

“Incremental Revolving Credit Increase” has the meaning assigned thereto in Section 4.13(a)(ii).

“Incremental Term Loan” has the meaning assigned thereto in Section 4.13(a)(i).

“Incremental Term Loan Commitment” has the meaning assigned thereto in Section 4.13(a)(i).

“Indebtedness” means, with respect to any Person at any date and without duplication, the sum of the following:

(a)    all liabilities, obligations and indebtedness for borrowed money, including obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person;

(b)    all obligations to pay the deferred purchase price of property or services of any such Person (including all obligations under earn-out agreements), except trade payables and accrued expenses arising in the ordinary course of business, or that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person;

(c)    the Attributable Indebtedness of such Person with respect to such Person’s Capital Lease Obligations and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP);

(d)    all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

(e)    all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)    all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, including any reimbursement obligation thereunder, and banker’s acceptances issued for the account of any such Person;

(g)    all obligations of any such Person in respect of Disqualified Equity Interests;

(h)    all net obligations of such Person under any Hedge Agreements; and

(i)    all Guarantees of any such Person with respect to any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly

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made non-recourse to such Person. The amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date.

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

“Insurance and Condemnation Event” means the receipt by any Credit Party or any of its Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective Property.

“Intercreditor Agreement” means that certain intercreditor agreement, dated as of the date hereof, between the Administrative Agent and the Commercial Bank Agent, and acknowledged by the Credit Parties, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Interest Period” means, (a) as to a Fixed Rate Loan, the period of (or approximately) one, two, three, four or five years commencing on the date such Fixed Rate Loan is disbursed or converted to or continued as a Fixed Rate Loan in accordance with the procedures set forth on Schedule 1.1(a) and ending on End Date (as defined in Schedule 1.1(a)) and (b) as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or converted to or continued as a LIBOR Rate Loan and ending on the date one, two, three, or six months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation and subject to availability; provided that:

(x)    in the case of any Interest Period for a LIBOR Rate Loan:

(a)    the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

(b)    if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period with respect to a LIBOR Rate Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

(c)    any Interest Period with respect to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

(d)    no Interest Period shall extend beyond the Revolving Credit Maturity Date or the maturity date of any Term Loans, as applicable, and Interest Periods shall be selected by the Borrower so as to permit the Borrower to make scheduled principal payments with respect to any Term Loans without payment of any amounts pursuant to Section 4.9;

(e)    there shall be no more than ten Interest Periods in effect at any time; and

(y)    in the case of any Interest Period for a Fixed Rate Loan:

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(a)    such Interest Period shall end on the corresponding 1-, 2-, 3-, 4- or 5-year anniversary of the first day of the month following the Effective Date (as defined in Schedule 1.1(a)) if the Effective Date is not the first day of a month or the corresponding anniversary of the Effective Date if such Effective Date is the first day of a month;

(b)    no Interest Period shall extend beyond the Revolving Credit Maturity Date or the maturity date of any Term Loans, as applicable;

(c)    there shall be no more than ten Interest Periods in effect at any time; and

(d)    if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day.

“IRS” means the United States Internal Revenue Service.

“ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

“Latest Maturity Date” means the latest maturity date of any Class of Loan or Commitment hereunder.

“Lender” means each Person executing this Agreement as a Lender on the Closing Date and any other Person that shall have become a party to this Agreement as a Lender pursuant to an Assignment and Assumption or pursuant to Section 4.13, other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption.

“Lender Joinder Agreement” means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent delivered in connection with Section 4.13.

“Lending Office” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit.

“LIBOR” means,

(a)    for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two London Banking Days prior to the first day of the applicable Interest Period. If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two London Banking Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period, and

(b)    for any interest rate calculation with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for an Interest Period equal to one month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day. If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable

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successor page) then “LIBOR” for such Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month commencing on such date of determination.

Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

“LIBOR Rate” means a rate per annum determined by the Administrative Agent pursuant to the following formula:

LIBOR Rate =	LIBOR
	1.00-Eurodollar Reserve Percentage

Notwithstanding the foregoing, if the LIBOR Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“LIBOR Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 4.1(a).

“Limited Condition Acquisition” has the meaning assigned thereto in Section 4.13(a).

“Lien” means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or similar encumbrance in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement relating to such asset.

“Loan Documents” means, collectively, this Agreement, each Note, the Security Documents, the Intercreditor Agreement, the Subsidiary Guaranty Agreement, the Fee Letter, and each other document, instrument, certificate and agreement executed and delivered by the Credit Parties or any of their respective Subsidiaries in favor of or provided to the Administrative Agent or any Secured Party in connection with this Agreement or otherwise referred to herein or contemplated hereby (excluding any Secured Hedge Agreement and any Secured Cash Management Agreement).

“Loans” means the collective reference to the Revolving Credit Loans and the Term Loan, if any, and “Loan” means any of such Loans.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market.

“Material Adverse Effect” means, with respect to the Borrower and its Subsidiaries, (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of the Credit Parties (taken as a whole) to perform their obligations under the Loan Documents to which they are a party, (c) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document or (d) a material adverse effect upon the legality, validity, binding effect or enforceability against any Credit Party of any Loan Document to which it is a party.

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“Material Pension Event” means a withdrawal during the term of this Agreement by the Borrower from a single Multiemployer Plan requiring cash payments by the Borrower or its Subsidiaries which Multiemployer Plan is identified in writing to the Administrative Agent in the Compliance Certificate required to be delivered for the fiscal quarter ending after the occurrence thereof.

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

“MPE to EBITDA Ratio” means the ratio of (a) Consolidated Secured Indebtedness incurred by the Borrower or its Subsidiaries to finance a Material Pension Event, to (b) Consolidated EBITDA, as measured for the period of four consecutive fiscal quarters ending after the incurrence of any such Consolidated Secured Indebtedness to finance a Material Pension Event; provided that if the MPE to EBITDA Ratio as of any date of determination during any such period would otherwise exceed 0.50:1.00, the MPE to EBITDA Ratio shall be deemed to be 0.50:1.00.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Credit Party or any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding seven years.

“Net Cash Proceeds” means, with respect to any Debt Issuance, the gross cash proceeds received by any Credit Party or any of its Subsidiaries therefrom less all reasonable and customary out-of-pocket legal, underwriting and other fees and expenses incurred in connection therewith.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver, amendment, modification or termination that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.2 and (b) has been approved by the Required Lenders.

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

“Non-Guarantor Subsidiary” means any Subsidiary of the Borrower that is not a Subsidiary Guarantor.

“Northwest ACA” has the meaning assigned thereto in Section 4.16.

“Notes” means the collective reference to the Revolving Credit Notes and the Term Loan Notes, if any.

“Notice of Account Designation” has the meaning assigned thereto in Section 2.3(b).

“Notice of Borrowing” has the meaning assigned thereto in Section 2.3(a).

“Notice of Conversion/Continuation” has the meaning assigned thereto in Section 4.2.

“Notice of Prepayment” has the meaning assigned thereto in Section 2.4(c).

“NWFCS” means Northwest Farm Credit Services, PCA, a federally chartered production credit association.

“Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans and (b) all other fees and commissions (including reasonable and documented attorneys’ fees),

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charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties to the Lenders or the Administrative Agent, in each case under any Loan Document, with respect to any Loan of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the commencement by or against any Credit Party of any proceeding under any Debtor Relief Laws, naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Officer’s Compliance Certificate” means a certificate of the chief financial officer or the treasurer of the Borrower substantially in the form attached as Exhibit F.

“Operating Lease” means, as to any Person as determined in accordance with GAAP, any lease of Property (whether real, personal or mixed) by such Person as lessee which is not a capital lease.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.12).

“Participant” has the meaning assigned thereto in Section 11.8(d).

“Participant Register” has the meaning assigned thereto in Section 11.8(d).

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which (a) is maintained, funded or administered for the employees of any Credit Party or any ERISA Affiliate or (b) has at any time within the preceding seven years been maintained, funded or administered for the employees of any Credit Party or any current or former ERISA Affiliates.

“Permitted A/R Finance Transaction” means the bona fide sale for cash by the Borrower or its Subsidiaries to an unaffiliated third party on an arm’s length and non-recourse basis (except for breach of representations and warranties, commercial disputes and other standard recourse or repurchase obligations in transactions of this type made available by the Administrative Agent or its Affiliates) of Receivables and Related Assets in an amount of up to $30,000,000 in face value per fiscal quarter.

“Permitted Acquisition” means any Acquisition that meets all of the following requirements:

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(a)    the Person or business to be acquired shall be in a line of business permitted pursuant to Section 8.11;

(b)    if such Acquisition is a merger or consolidation, the Borrower or a Subsidiary Guarantor shall be the surviving Person and no Change in Control shall have been effected thereby;

(c)    the Borrower shall have delivered to the Administrative Agent all documents required to be delivered pursuant to, and in accordance with, Section 7.13 (but subject to the post-closing time frames set forth in Section 7.13(c));

(d)    as of the proposed closing date of such Acquisition and after giving effect thereto and any Indebtedness incurred in connection therewith (x) the Borrower shall be in compliance on a Pro Forma Basis with each covenant contained in Section 8.13 as of the last day of the most recent fiscal quarter end for which financial statements have been delivered hereunder and (y) the Consolidated Secured Leverage Ratio as of the last day of the most recent fiscal quarter end for which financial statements have been delivered hereunder calculated on a Pro Forma Basis shall be at least 0.25 below the then applicable ratio set forth in Section 8.13(a);

(e)    if the Permitted Acquisition Consideration for any such Acquisition (or series of related Acquisitions) exceeds $50,000,000 in the aggregate, as soon as available and no later than five Business Days prior to the proposed closing date of such Acquisition, the Borrower shall have delivered to the Administrative Agent (i) an Officer’s Compliance Certificate for the most recent fiscal quarter end preceding such Acquisition for which financial statements have been delivered hereunder demonstrating compliance with the preceding clause (d) and (ii) promptly upon the finalization thereof copies of substantially final Permitted Acquisition Documents;

(f)    (i) for an Acquisition other than a Limited Condition Acquisition, no Default or Event of Default shall have occurred and be continuing before and after giving effect to such Acquisition and any Indebtedness incurred in connection therewith; and (ii) for a Limited Condition Acquisition, no Event of Default under Section 9.1(a), (b), (h) or (i) shall have occurred and be continuing before and after giving effect to such Acquisition and any Indebtedness incurred in connection therewith; and

(g)    immediately after giving effect to the Acquisition and any incurrence of Indebtedness in connection therewith, the aggregate amount of cash and Cash Equivalents on the consolidated balance sheet of the Borrower and its Subsidiaries that are free and clear of all Liens and encumbrances (excluding any Liens described in Section 8.2(k)), together with the aggregate amount available at such time to be incurred as Loans under the Revolving Credit Facility and revolving loans under the Commercial Bank Facility, shall equal or exceed $50,000,000.

“Permitted Acquisition Consideration” means the aggregate amount of the purchase price, including any assumed debt, earn-outs (valued at the maximum amount payable thereunder), deferred payments, or Equity Interests of the Borrower, to be paid on a singular basis in connection with any applicable Permitted Acquisition as set forth in the applicable Permitted Acquisition Documents executed by the Borrower or any of its Subsidiaries in order to consummate the applicable Permitted Acquisition.

“Permitted Acquisition Documents” means with respect to any Acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such Acquisition, including all legal opinions and each other document executed, delivered,

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contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

“Permitted Liens” means the Liens permitted pursuant to Section 8.2.

“Permitted Refinancing” means, with respect to any Person, any Indebtedness issued in exchange for (or the net proceeds of which are used to refinance) the Indebtedness being refinanced (or previous refinancings thereof constituting a Permitted Refinancing); provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing does not exceed the principal amount (or accreted value, if applicable or in the case of any revolving loan facility, the maximum revolving loan commitment thereunder) of the Indebtedness so refinanced (plus unpaid accrued interest and premiums thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (b) the weighted average life to maturity of such Permitted Refinancing is greater than or equal to the weighted average life to maturity of the indebtedness being refinanced, (c) such Permitted Refinancing shall not require any scheduled principal payments due prior to the latest maturity date of the Revolving Credit Facility in excess of, or prior to, the scheduled principal payments due prior to such maturity date for the Indebtedness being refinanced, (d) if the Indebtedness being refinanced is subordinated in right of payment to the Obligations, such Permitted Refinancing shall be subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced, (e) no Permitted Refinancing shall have direct or indirect obligors who were not also obligors of the Indebtedness being refinanced, or greater guarantees or security, than the Indebtedness being refinanced, (f) such Permitted Refinancing shall be otherwise on terms not materially less favorable to the Lenders than those contained in the documentation governing the Indebtedness being refinanced, including with respect to financial and other covenants and events of default and (g) at the time of the incurrence of such Permitted Refinancing, no Default or Event of Default shall have occurred and be continuing.

“Permitted Subsidiary-1 Equity Sale” means the sale by Cellu Tissue Holdings, Inc. (a) of all of the Equity Interests of Cellu Tissue-CityForest LLC and (b) or its Affiliates of certain other assets more specifically set forth in the definitive sale agreement with respect thereto.

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

“Platform” means Debt Domain, Intralinks, SyndTrak or a substantially similar electronic transmission system.

“Prime Rate” means, at any time, the rate of interest per annum equal to the “prime rate” as published from time to time in the Eastern Edition of The Wall Street Journal as the average prime lending rate for 75% of the United States’ 30 largest commercial banks, or if the Eastern Edition of The Wall Street Journal or such rate is not published on such day, such rate as last published in the Eastern Edition of The Wall Street Journal. In the event the Eastern Edition of The Wall Street Journal ceases to publish such rate or an equivalent on a regular basis, the term “Prime Rate”shall be determined on any day by reference to such other regularly published average prime rate for such date applicable to such commercial banks as is acceptable to the Administrative Agent in its reasonable discretion. Any change in Prime Rate shall be automatic, without the necessity of notice provided to any Borrower or any other Credit Party.

“Pro Forma Basis” means, with respect to compliance with any test or calculation of any ratio hereunder, compliance with such test or covenant for any period during which one or more Specified Transactions occurs, that such Specified Transaction (and all other Specified Transactions that have been consummated during the applicable period) shall be deemed to have occurred as of the first day of the

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applicable period of measurement and all income statement items (whether positive or negative) attributable to the Property or Person disposed of in a Specified Disposition shall be excluded and all income statement items (whether positive or negative) attributable to the Property or Person acquired in a Permitted Acquisition shall be included (provided that such income statement items to be included are reflected in financial statements or other financial data reasonably acceptable to the Administrative Agent and based upon reasonable assumptions and calculations which are expected to have a continuous impact).

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Equity Interests.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Receivables and Related Assets” means (a) accounts receivable (including all rights to payment created by or arising from the sales of goods, leases of goods or the rendition of services, no matter how evidenced (including in the form of chattel paper) and whether or not earned by performance) and (b) any interest in such accounts receivable and all collateral securing such accounts receivable, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such accounts receivable, any guarantees, indemnities, warranties or other obligations in respect of such accounts receivable, any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with receivable purchase arrangements involving receivables similar to such accounts receivable and any collections or proceeds of any of the foregoing.

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

“Register” has the meaning assigned thereto in Section 11.8(c).

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

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender (or any Defaulting Voting Participant) shall be disregarded in determining Required Lenders at any time. Notwithstanding the foregoing, “Required Lenders” shall comprise no fewer than two Lenders that are not Affiliates of one another, unless (a) all Lenders or Voting Participants that are not Defaulting Lenders (or Defaulting Voting Participants) are Affiliates of one another or (b) there is only one Lender that is not a Defaulting Lender, and no Voting Participants at such time. With respect to any matter requiring the approval of Required Lenders, it is understood that Voting Participants shall have the voting rights specified in Section 11.8(d) as to such matter.

“Required Revolving Credit Lenders” means, at any date, any combination of Revolving Credit Lenders holding more than 50% of the sum of the aggregate amount of the Revolving Credit Commitment or, if the Revolving Credit Commitment has been terminated, any combination of Revolving Credit Lenders holding more than 50% of the aggregate Extensions of Credit under the Revolving Credit Facility; provided that the Revolving Credit Commitment of, and the portion of the Extensions of Credit under the Revolving Credit Facility, as applicable, held or deemed held by, any Defaulting Lender (or Defaulting Voting Participant) shall be excluded for purposes of making a determination of Required Revolving Credit Lenders. Notwithstanding the foregoing, Required Revolving Credit Lenders shall comprise no less than two such Revolving Credit Lenders that are not Affiliates of one another, unless (a) all Revolving Credit Lenders or Voting Participants that are not Defaulting Lenders (or Defaulting Voting Participants) are

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Affiliates of one another or (b) there is only one Revolving Credit Lender that is not a Defaulting Lender, and no Voting Participants at such time. With respect to any matter requiring the approval of Required Revolving Credit Lenders, it is understood that Voting Participants shall have the voting rights specified in Section 11.8(d) as to such matter.

“Responsible Officer” means, as to any Person, the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of such Person or any other officer of such Person designated in writing by the Borrower and reasonably acceptable to the Administrative Agent; provided that, to the extent requested thereby, the Administrative Agent shall have received a certificate of such Person certifying as to the incumbency and genuineness of the signature of each such officer. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

“Restricted Payment” has the meaning assigned thereto in Section 8.6.

“Revolving Credit Commitment” means (a) as to any Revolving Credit Lender, the obligation of such Revolving Credit Lender to make Revolving Credit Loans to the Borrower hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Revolving Credit Lender’s name on the Register, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including Section 4.13) and (b) as to all Revolving Credit Lenders, the aggregate commitment of all Revolving Credit Lenders to make Revolving Credit Loans, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including Section 4.13). The aggregate Revolving Credit Commitment of all the Revolving Credit Lenders on the Closing Date shall be $200,000,000. The initial Revolving Credit Commitment of each Revolving Credit Lender is set forth opposite the name of such Lender on Schedule 1.1(b).

“Revolving Credit Commitment Percentage” means, with respect to any Revolving Credit Lender at any time, the percentage of the total Revolving Credit Commitments of all the Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Revolving Credit Commitment Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments. The initial Revolving Credit Commitment Percentage of each Revolving Credit Lender is set forth opposite the name of such Lender on Schedule 1.1(b).

“Revolving Credit Exposure” means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans.

“Revolving Credit Facility” means the revolving credit facility established pursuant to Article II (including any increase in such revolving credit facility established pursuant to Section 4.13).

“Revolving Credit Lenders” means, collectively, all of the Lenders with a Revolving Credit Commitment.

“Revolving Credit Loan” means any revolving loan made to the Borrower pursuant to Section 2.1, and all such revolving loans collectively as the context requires.

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“Revolving Credit Maturity Date” means the earliest to occur of (a) October 31, 2021, (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5, and (c) the date of termination of the Revolving Credit Commitment pursuant to Section 9.2(a).

“Revolving Credit Note” means a promissory note made by the Borrower in favor of a Revolving Credit Lender evidencing the Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form attached as Exhibit A, and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“Revolving Credit Outstandings” means, with respect to Revolving Credit Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans occurring on such date.

“Revolving Extensions of Credit” means any Revolving Credit Loan then outstanding.

“S&P” means Standard & Poor’s Financial Services LLC, a part of McGraw-Hill Financial, and any successor thereto.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC), the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

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

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in clauses (a) and (b).

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

“Secured Cash Management Agreement” means any Cash Management Agreement between or among any Credit Party and any Cash Management Bank.

“Secured Hedge Agreement” means any Hedge Agreement between or among any Credit Party and any Hedge Bank.

“Secured Obligations” means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations owing by any Credit Party under (i) any Secured Hedge Agreement (other than an Excluded Swap Obligation) and (ii) any Secured Cash Management Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 10.5, any other holder from time to time of any of any Secured Obligations and, in each case, their respective successors and permitted assigns.

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“Security Documents” means the collective reference to the Collateral Agreement and each other agreement or writing pursuant to which any Credit Party pledges or grants a security interest in any Property or assets securing the Secured Obligations.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Disposition” means any Asset Disposition having gross sales proceeds in excess of $50,000,000.

“Specified Representations” means the representations and warranties set forth in Sections6.1(a)(solely with respect to the Credit Parties), 6.3 (solely with respect to the Credit Parties), 6.4(a), (b) and (e) (in each case, solely with respect to the Credit Parties), 6.5 (to the extent related to consents or approvals under organizational documents of a Credit Party or under material Applicable Laws), 6.10, 6.11 and 6.15 and in Section 3.2 of the Collateral Agreement.

“Specified Transactions” means (a) any Specified Disposition, (b) any Permitted Acquisition, (c) the Transactions and (d) the incurrence or repayment of Indebtedness, it being understood that no sale of Receivables and Related Assets in a Permitted A/R Finance Transaction shall constitute a Specified Transaction.

“Subordinated Indebtedness” means the collective reference to any Indebtedness incurred by the Borrower or any of its Subsidiaries that is subordinated in right and time of payment to the Obligations on terms and conditions satisfactory to the Administrative Agent.

“Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than 50% of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrower.

“Subsidiary Guarantors” means, collectively, all direct and indirect Subsidiaries of the Borrower (other than Foreign Subsidiaries and Excluded Subsidiaries in existence on the Closing Date or which become a party to the Subsidiary Guaranty Agreement pursuant to Section 7.13.

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“Subsidiary Guaranty Agreement” means the unconditional guaranty agreement of even date herewith executed by the Subsidiary Guarantors in favor of the Administrative Agent, for the benefit of the Secured Parties.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating Lease in accordance with GAAP.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.

“Term Loan Commitment” means (a) as to any Term Loan Lender, the obligation of such Term Loan Lender to make Incremental Term Loans, if any, to the account of the Borrower hereunder on the applicable borrowing date, as such amount may be reduced or otherwise modified at any time or from time to time pursuant to the terms hereof and (b) as to all Term Loan Lenders, the aggregate commitment of all Term Loan Lenders to make such Term Loans.

“Term Loan Facility” means any one or more new term loan facilities established pursuant to Section 4.13.

“Term Loan Lender” means any Lender with a Term Loan Commitment and/or outstanding Term Loans.

“Term Loan Percentage” means, with respect to any Term Loan Lender at any time, the percentage of the total outstanding principal balance of the Term Loans represented by the outstanding principal balance of such Term Loan Lender’s Term Loans.

“Term Loans” means Incremental Term Loans, if any, and “Term Loan” means any of such Term Loans.

“Termination Event” means the occurrence of any of the following which, individually or in the aggregate, has resulted or could reasonably be expected to result in liability of the Borrower in an aggregate amount in excess of the Threshold Amount: (a) a “Reportable Event” described in Section 4043 of ERISA for which the 30 day notice requirement has not been waived by the PBGC, or (b) the withdrawal of any Credit Party or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303 of ERISA, or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or plan in endangered or critical status with the meaning of Section 430, 431 or 432 of the Code or Section 303, 304

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or 305 of ERISA or (h) the partial or complete withdrawal of any Credit Party or any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such plan, or (i) any event or condition which results in the insolvency of a Multiemployer Plan under Section 4245 of ERISA, or (j) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA, or (k) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Credit Party or any ERISA Affiliate.

“Threshold Amount” means $30,000,000.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and outstanding Term Loans of such Lender at such time.

“Transaction Costs” means all transaction fees, charges and other amounts incurred in connection with the Transactions or any debt or equity financing, acquisition or other Investment or disposition permitted hereunder, in the case of (i) Transactions Costs related to the Transactions that are expensed and not capitalized, to the extent paid within six months after the Closing Date, and (ii) in all other cases, to the extent paid during the applicable period whether or not the applicable transaction is completed.

“Transactions” means, collectively, (a) the refinancing of all Indebtedness under the Existing Loan Agreement as contemplated under Section 5.1(g)(iii), (b) the closing of the Commercial Bank Facility, (c) the initial Extensions of Credit and (d) the payment of the Transaction Costs incurred in connection with the foregoing.

“UCC” means the Uniform Commercial Code as in effect in the State of New York, as amended or modified from time to time, unless the context suggests the application of the Uniform Commercial Code of a different state.

“Uniform Customs” means the Uniform Customs and Practice for Documentary Credits (2007 Revision), effective July, 2007 International Chamber of Commerce Publication No. 600.

“United States” means the United States of America.

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

“U.S. Tax Compliance Certificate” has the meaning assigned thereto in Section 4.11(g).

“Voting Participant” has the meaning specified in Section 11.8(d).

“Voting Participant Notice” has the meaning specified in Section 11.8(d).

“Wholly-Owned” means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than the Borrower and/or one or more of its Wholly-Owned Subsidiaries).

“Withholding Agent” means any Credit Party and the Administrative Agent.

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

Section 1.2    Other Definitions and Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (i) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form and (j) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.3    Accounting Terms.

(a)    All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing the audited financial statements required by Section 7.1(a), except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b)    If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a

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reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Financial Statements delivered pursuant to Section 5.1(e)(i) for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above (and until so amended, the Borrower shall provide the reconciliation detail described in clause (ii) of the previous sentence).

Section 1.4    UCC Terms. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

Section 1.5    Rounding. Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.6    References to Agreement and Laws. Unless otherwise expressly provided herein, (a) any definition or reference to formation documents, governing documents, agreements (including the Loan Documents) and other contractual documents or instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) any definition or reference to any Applicable Law, including the Code, the Commodity Exchange Act, ERISA, the Exchange Act, the PATRIOT Act, the Securities Act of 1933, the UCC, the Investment Company Act of 1940, the Interstate Commerce Act, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.

Section 1.7    Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.8    Reserved.

Section 1.9    Guarantees. Unless otherwise specified, the amount of any Guarantee shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee.

Section 1.10    Covenant Compliance Generally. For purposes of determining compliance under Sections 8.1, 8.2, 8.3, 8.5 and 8.6, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Consolidated Net Income in the most recent annual financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 7.1(a). Notwithstanding the foregoing, for purposes of determining compliance with Sections 8.1, 8.2 and 8.3, with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no breach of any basket contained in such sections shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that for the avoidance of doubt, the foregoing provisions of this Section 1.10 shall otherwise apply to such Sections,

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including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections. Following the entry by any Credit Party into an agreement to undertake a Limited Condition Acquisition and prior to the consummation thereof, all financial tests herein that are required to be calculated on a Pro Forma Basis shall be tested both before and after giving pro forma effect to the Limited Condition Acquisition and the transactions contemplated in connection therewith.

ARTICLE II.REVOLVING CREDIT FACILITY

Section 2.1    Revolving Credit Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Borrower in Dollars from time to time from the Closing Date to the Revolving Credit Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3; provided that the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and the Revolving Credit Exposure of any Revolving Credit Lender shall not at any time exceed such Revolving Credit Lender’s Revolving Credit Commitment. Each Revolving Credit Loan by a Revolving Credit Lender shall be in a principal amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Revolving Credit Maturity Date.

Section 2.2    Reserved.

Section 2.3    Procedure for Advances of Revolving Credit Loans.

(a)    Requests for Borrowing. The Borrower shall give the Administrative Agent irrevocable prior written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan, (ii) at least three Business Days before each LIBOR Rate Loan and (iii) as set forth on Schedule 1.1(a) for any Fixed Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) with respect to LIBOR Rate Loans and Fixed Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans, Base Rate Loans, or Fixed Rate Loans and (D) in the case of a LIBOR Rate Loan or a Fixed Rate Loan, the duration of the Interest Period applicable thereto. If the Borrower fails to specify a type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of LIBOR Rate Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice of Borrowing received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Revolving Credit Lenders of each Notice of Borrowing.

(b)    Disbursement of Revolving Credit. Not later than 1:00 p.m. on the proposed borrowing date, each Revolving Credit Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section

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in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the extent that any Revolving Credit Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Loan.

Section 2.4    Repayment and Prepayment of Revolving Credit.

(a)    Repayment on Termination Date. The Borrower hereby agrees to repay the outstanding principal amount of all Revolving Credit Loans in full on the Revolving Credit Maturity Date, together with all accrued but unpaid interest thereon.

(b)    Mandatory Prepayments. If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied to the principal amount of outstanding Revolving Credit Loans.

(c)    Optional Prepayments. The Borrower may at any time and from time to time prepay Revolving Credit Loans, in whole or in part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan, (ii) at least three Business Days before each LIBOR Rate Loan and (iii) as set forth on Schedule 1.1(a) for any Fixed Rate Loan, specifying the date and amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Fixed Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all or a portion of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, or of the net cash proceeds of an Asset Disposition or the issuance of Equity Interests or any other transaction specified in such Notice of Prepayment, may be, if expressly so stated to be, contingent upon the consummation of such refinancing, incurrence, receipt, issuance or other transaction and may be revoked by the Borrower in the event any of the foregoing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 4.9).

(d)    Prepayment of Excess Proceeds. In the event proceeds remain after the prepayments of Incremental Term Loans as set forth in Section 4.13(d), the amount of such excess proceeds shall, subject to the terms of the Intercreditor Agreement, be used on the date of the required prepayment under Section 4.13(d) to prepay the outstanding principal amount of the Revolving Credit Loans, without a corresponding reduction of the Revolving Credit Commitment, with remaining proceeds, if any, refunded to the Borrower.

(e)    Limitation on Prepayment of LIBOR Rate Loans and Fixed Rate Loans. The Borrower may not prepay any LIBOR Rate Loan on any day other than on the last day of the Interest

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Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Section 4.9 hereof. The Borrower may not prepay any Fixed Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Schedule 1.1(a).

(f)    Hedge Agreements. No repayment or prepayment of the Loans pursuant to this Section shall affect any of the Borrower’s obligations under any Hedge Agreement entered into with respect to the Loans.

Section 2.5    Permanent Reduction of the Revolving Credit Commitment.

(a)    Voluntary Reduction. The Borrower shall have the right at any time and from time to time, upon at least three Business Days prior irrevocable written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $3,000,000 or any whole multiple of $1,000,000 in excess thereof. Any reduction of the Revolving Credit Commitment shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Revolving Credit Commitment Percentage. All Commitment Fees accrued until the effective date of any termination of the Revolving Credit Commitment shall be paid on the effective date of such termination. Notwithstanding the foregoing, any notice to reduce the Revolving Credit Commitment delivered in connection with any refinancing of all or a portion of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, or of the net cash proceeds of an Asset Disposition or the issuance of Equity Interests or any other transaction specified in such notice may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 4.9 or Schedule 1.1(a)).

(b)    Corresponding Payment. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans after such reduction to the Revolving Credit Commitment as so reduced. Any reduction of the Revolving Credit Commitment to zero shall be accompanied by payment of all outstanding Revolving Credit Loans and shall result in the termination of the Revolving Credit Commitment and the Revolving Credit Facility. If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof. If the reduction of the Revolving Credit Commitment requires the prepayment of any Fixed Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Schedule 1.1(a).

Section 2.6    Termination of Revolving Credit Facility. The Revolving Credit Facility and the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date.

ARTICLE III.RESERVED

ARTICLE IV.GENERAL LOAN PROVISIONS

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Section 4.1    Interest.

(a)    Interest Rate Options. Subject to the provisions of this Section, at the election of the Borrower, Revolving Credit Loans and, to the extent set forth in the applicable Lender Joinder Agreement, the Term Loans shall bear interest at (A) the Base Rate plus the Applicable Margin, (B) the LIBOR Rate plus the Applicable Margin (provided that the LIBOR Rate shall not be available until three Business Days after the Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 4.9 of this Agreement) or (C) at the applicable Fixed Rate plus the Applicable Margin (provided that the Fixed Rate shall not be available until three Business Days after the Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 4.9 of this Agreement or Schedule 1.1(a) to this Agreement, as applicable). The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2.

(b)    Default Rate. Subject to Section 9.3, (i) immediately upon the occurrence and during the continuance of an Event of Default under Section 9.1(a), (b), (h) or (i), or (ii) at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, (A) the Borrower shall no longer have the option to request LIBOR Rate Loans, (B) all outstanding LIBOR Rate Loans shall bear interest at a rate per annum of two percent in excess of the rate (including the Applicable Margin) then applicable to LIBOR Rate Loans until the end of the applicable Interest Period and thereafter at a rate equal to two percent in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans, (C) all outstanding Base Rate Loans and other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans or such other Obligations arising hereunder or under any other Loan Document, (D) all outstanding Fixed Rate Loans shall bear interest at a rate per annum equal to two percent in excess of the rate (including the Applicable Margin) then applicable to Fixed Rate Loans and (E) all accrued and unpaid interest shall be due and payable on demand of the Administrative Agent. Interest shall continue to accrue on the Obligations after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law.

(c)    Interest Payment and Computation. Interest on each Base Rate Loan and Fixed Rate Loan shall be due and payable in arrears with respect to the previous calendar quarter, on the first Business Day of each calendar quarter commencing January 1, 2017, and with respect to Fixed Rate Loans, on the last day of the Interest Period with respect thereto; and interest on each LIBOR Rate Loan shall be due and payable on the last day of each Interest Period applicable thereto, and if such Interest Period extends over three months, at the end of each three month interval during such Interest Period. All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate and for Fixed Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365/366-day year).

(d)    Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in

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effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

Section 4.2    Notice and Manner of Conversion or Continuation of Loans. Provided that no Default or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of any outstanding Base Rate Loans in a principal amount equal to $1,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans or Fixed Rate Loans, (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof into Base Rate Loans or Fixed Rate Loans, (ii) convert all or any part of its outstanding Fixed Rate Loans in a principal amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof into Based Rate Loans or LIBOR Rate Loans, (iii) continue any LIBOR Rate Loans as LIBOR Rate Loans or (iv) continue any Fixed Rate Loans as Fixed Rate Loans (so long as the applicable Interest Period is still available). Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. three Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. If the Borrower fails to give a Notice of Conversion/Continuation within 3 Business Days prior to the end of the Interest Period for any LIBOR Rate Loan, then, so long as no Default or Event of Default has occurred and is continuing, the applicable LIBOR Rate Loan shall be continued as a LIBOR Rate Loan and will be deemed to have the same Interest Period as was then in effect prior to the expiration of the previous Interest Period during which the Borrower failed to give a timely Notice of Conversion/Continuation. Any such automatic continuation of a LIBOR Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loan. Notwithstanding the foregoing, (x) if a Default or Event of Default has occurred and is continuing on the last day of an Interest Period for any LIBOR Rate Loan or Fixed Rate Loan or (y) any such automatic continuation with respect to any LIBOR Rate Loan shall result in an Interest Period that does not comply with clause (d) of the definition thereof, such Loan shall in each case automatically convert to a Base Rate Loan on the last day of its Interest Period. If the Borrower requests a conversion to, or continuation of, LIBOR Rate Loans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Section 4.3    Fees.

(a)    Commitment Fee. Commencing on the Closing Date, subject to Section 4.15(a)(iii)(A), the Borrower shall pay to the Administrative Agent, for the account of the Revolving Credit Lenders, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to the Applicable Margin (with respect to the column on such Applicable Margin grid specified under “Commitment Fee”) on the average daily unused portion of the Revolving Credit Commitment of the Revolving Credit Lenders (other than the Defaulting Lenders, if any). The Commitment Fee shall be

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payable in arrears on the first Business Day of each calendar quarter during the term of this Agreement commencing January 1, 2017 and ending on the date upon which all Obligations (other than contingent indemnification obligations not then due) arising under the Revolving Credit Facility shall have been paid and satisfied in full and the Revolving Credit Commitment has been terminated. The Commitment Fee shall be distributed by the Administrative Agent to the Revolving Credit Lenders (other than any Defaulting Lender) prorata in accordance with such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentages.

(b)    Other Fees. The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in their Fee Letter. The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

Section 4.4    Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 9.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Section 4.9, 4.10, 4.11 or 11.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 4.15(a)(ii).

Section 4.5    Evidence of Indebtedness. The Extensions of Credit made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Extensions of Credit made by the Lenders to the Borrower and its Subsidiaries and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Revolving Credit Note which shall evidence such Lender’s Revolving Credit Loans in addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

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Section 4.6    Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than pursuant to Section4.9, 4.10, 4.11 or 11.3) greater than its prorata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:

(i)    if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and

(ii)    the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Subsidiaries or Affiliates (as to which the provisions of this paragraph shall apply.

Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation.

Section 4.7    Administrative Agent’s Clawback.

(a)    Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender (i) in the case of Base Rate Loans, not later than 12:00 noon on the date of any proposed borrowing and (ii) otherwise, prior to the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Sections2.3(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from the date such amount is made available to the Borrower to the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

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(b)    Payments by the Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from the date such amount is distributed to it to the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(c)    Nature of Obligations of Lenders Regarding Extensions of Credit. The obligations of the Lenders under this Agreement to make the Loans are several and are not joint or joint and several. The failure of any Lender to make available its Commitment Percentage of any Loan requested by the Borrower shall not relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Section 4.8    Changed Circumstances.

(a)    Circumstances Affecting LIBOR Rate Availability. In connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 4.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.

(b)    Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans, and the right of the Borrower to convert any Loan to a LIBOR

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Rate Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period.

Section 4.9    Indemnity. The Borrower hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or Fixed Rate Loan or from fees payable to terminate the deposits from which such funds were obtained) which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan or a Fixed Rate Loan, (b) due to any failure of the Borrower to borrow, continue or convert on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan or Fixed Rate Loan on a date other than the last day of the Interest Period therefor; provided that the foregoing indemnity shall not apply to any loss or expense suffered by a Lender or resulting from the failure of such Lender to fund any Loan at a time required hereunder. The amount of such loss or expense shall be determined, in the applicable Lender’s sole discretion, (a) for any LIBOR Rate Loans, based upon the assumption that such Lender funded its Commitment Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical and (b) for any Fixed Rate Loans, as set forth on Schedule 1.1(a). A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

Section 4.10    Increased Costs.

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

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

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

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

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly, and in any event, within ten Business Days, pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will

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compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)    Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time upon written request of such Lender the Borrower shall promptly and in any event, within ten Business Days, pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)    Certificates for Reimbursement. A certificate of a Lender or such other Recipient setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender or such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten Business Days after receipt thereof.

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

(e)    The Borrower shall compensate each Lender for prepayment of Fixed Rate Loans under the terms and provisions of Schedule 1.1(a) hereto, if applicable.

Section 4.11    Taxes.

(a)    Defined Terms. For purposes of this Section 4.11, the term “Applicable Law” includes FATCA.

(b)    Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums

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payable under this Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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

(d)    Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.

(e)    Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Partiesto do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.8(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f)    Evidence of Payments. As soon as practicable after any payment of Taxes any Credit Party to a Governmental Authority pursuant to this Section 4.11, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g)    Status of Lenders.

(i)    Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the

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contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 4.11(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)    Without limiting the generality of the foregoing:

(A)    Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax;

(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

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

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

(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E; or

(4)    to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;

(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall

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be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)    if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)    Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4.11 (including by the payment of additional amounts pursuant to this Section 4.11), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)    Indemnification of the Administrative Agent. Each Lender shall severally indemnify the Administrative Agent within ten days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties

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to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.8(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (i). The agreements in paragraph (i) shall survive the resignation and/or replacement of the Administrative Agent.

(j)    Survival. Each party’s obligations under this Section 4.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 4.12    Mitigation Obligations; Replacement of Lenders.

(a)    Designation of a Different Lending Office. If any Lender requests compensation under Section 4.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.11, then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.10 or Section 4.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)    Replacement of Lenders. If any Lender requests compensation under Section 4.10, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.11, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 4.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 4.10 or 4.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i)    the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.8;

(ii)    such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

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(iii)    in the case of any such assignment resulting from a claim for compensation under Section 4.10 or payments required to be made pursuant to Section 4.11, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)    such assignment does not conflict with Applicable Law; and

(v)    in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 4.13    Incremental Loans.

(a)    At any time, the Borrower may by written notice to the Administrative Agent elect to request the establishment of:

(i)    one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more additional term loans (any such additional term loan, an “Incremental Term Loan”); or

(ii)    one or more increases in the Revolving Credit Commitments (any such increase, an “Incremental Revolving Credit Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) to make revolving credit loans under the Revolving Credit Facility (any such increase, an “Incremental Revolving Credit Increase” and, together with the Incremental Term Loans, the “Incremental Loans“);

provided that (1) the total aggregate principal amount for all such Incremental Loan Commitments (and Incremental Loans funded thereunder) and all Commercial Bank Increases shall not (as of any date of incurrence thereof) exceed (x) $200,000,000 plus (y) after such $200,000,000 has been fully utilized, an amount equal to the amount of additional Indebtedness (in no case to exceed $100,000,000 for all such further Incremental Loan Commitments (and Incremental Loans funded thereunder) and all further Commercial Bank Increases) that would cause the Consolidated First Lien Leverage Ratio as of the four consecutive fiscal quarter period most recently ended prior to the incurrence of such Indebtedness for which financial statements have been delivered pursuant to Section 7.1(a) or 7.1(b), calculated on a Pro Forma Basis after giving effect to the incurrence of such additional Indebtedness to exceed 3.00:1.00; provided that the aggregate amount of (a) such new or additional Incremental Term Loans, (b) Incremental Revolving Credit Increases (after giving effect to any increase) and (c) the principal amount of the Revolving Credit Facility (with all unfunded commitments being deemed fully funded) and the Term Loan Facility (if any) does not exceed 50% of the sum of the outstanding principal amount of loans and unfunded commitments under this Agreement and the Commercial Bank Facility on a combined basis (after giving effect to all Incremental Loans and all Commercial Bank Increases), and (2) the total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a minimum principal amount of $20,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Loan Commitment shall be effective, which shall be a date not less than ten Business Days (or such shorter time as may be agreed by the Administrative Agent) after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any

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Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Farm Credit Lender who would be an Eligible Assignee for the applicable class of Loan or Commitment, to provide an Incremental Loan Commitment (any such Person, an “Incremental Lender”). Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment. Any Incremental Loan Commitment shall become effective as of such Increased Amount Date; provided that:

(A)    no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Loan Commitment, (2) the making of any Incremental Loans pursuant thereto and (3) any Permitted Acquisition or Investment consummated in connection therewith, provided that if any such Incremental Term Loan Commitment is being made in connection with a Permitted Acquisition or other permitted Investment the consummation of which is not substantially contemporaneous with the agreement to undertake such transaction and the applicable Credit Party’s obligation to consummate such transaction is not conditioned on the availability of, or on obtaining, third party financing (a “Limited Condition Acquisition”), such condition and the requirements of Section 5.2(b) may be waived by the applicable Incremental Term Lenders (except with respect to Events of Default set forth in clauses (a), (b), (h) or (i) of Section 9.1);

(B)    the Administrative Agent and the Lenders shall have received from the Borrower an Officer’s Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Section 8.13 and, if applicable, the Consolidated First Lien Leverage Ratio set forth in clause (a) above, in each case based on the financial statements most recently delivered pursuant to Section 7.1(a) or 7.1(b), as applicable, both before and after giving effect (on a Pro Forma Basis) to (x) any Incremental Loan Commitment (with any Incremental Term Loan Commitment being deemed to be fully funded) and (y) any Permitted Acquisition consummated in connection therewith, provided that in calculating the Consolidated First Lien Leverage Ratio, all unfunded commitments shall be deemed fully funded, as set forth in the definition thereof;

(C)    each of the representations and warranties contained in Article VI shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increased Amount Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date) provided that if any such Incremental Term Loan Commitment is being made in connection with a Limited Condition Acquisition, such condition may be waived by the applicable Incremental Term Lenders (except with respect to the Specified Representations (applied mutatis mutandis to such Permitted Acquisition or Investment, where such representations currently reference the Transactions));

(D)    the proceeds of any Incremental Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions);

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(E)    each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis;

(F)    (1)    in the case of each Incremental Term Loan (the terms of which shall be set forth in the relevant Lender Joinder Agreement):

(x)    such Incremental Term Loan will amortize and bear interest in a manner determined by the Incremental Lenders making such Incremental Term Loan and the Borrower, provided that such Incremental Term Loan will not in any event have a maturity date earlier than the Revolving Credit Maturity Date;

(y)    except as provided above and in Section 4.13(d) below, all other terms and conditions applicable to any Incremental Term Loan (including with respect to mandatory prepayment) shall be reasonably satisfactory to the Administrative Agent and the Borrower;

(2)    in the case of each Incremental Revolving Credit Increase (the terms of which shall be set forth in the relevant Lender Joinder Agreement):

(x)    any upfront fees applicable to such Revolving Credit Increase shall be as determined by the Borrower and Lenders providing such Incremental Revolving Credit Increase, and such Incremental Revolving Credit Increase shall mature on the Revolving Credit Maturity Date, shall bear interest and be entitled to fees (other than upfront fees), in each case at the rate applicable to the Revolving Credit Loans, and shall be subject to the same other terms and conditions as the Revolving Credit Loans;

(y)    the outstanding Revolving Credit Loans will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Revolving Credit Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment); and

(z)    all of the other terms and conditions applicable to such Incremental Revolving Credit Increase shall be identical to the terms and conditions applicable to the Revolving Credit Facility;

(G)    any Incremental Lender with an Incremental Revolving Credit Increase shall be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with each Incremental Revolving Credit Increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder;

(H)    such Incremental Loan Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower, the

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Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 4.13); and

(I)    the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such Incremental Loan and/or Incremental Term Loan Commitment) reasonably requested by Administrative Agent in connection with any such transaction.

(b)    The Incremental Lenders shall be included in any determination of the Required Lenders or Required Revolving Credit Lenders, as applicable, and, unless otherwise agreed, the Incremental Lenders providing an Incremental Revolving Credit Increase or Incremental Term Loan will not constitute a separate Class from any other Revolving Credit Loan or Term Loan, respectively, for any purposes under this Agreement.

(c)    (i)    On any Increased Amount Date on which any Incremental Term Loan Commitment becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Term Loan Commitment shall make, or be obligated to make, an Incremental Term Loan to the Borrower in an amount equal to its Incremental Term Loan Commitment and shall become a Term Loan Lender hereunder with respect to such Incremental Term Loan Commitment and the Incremental Term Loan made pursuant thereto.

(ii)    On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Revolving Credit Commitment shall become a Revolving Credit Lender hereunder with respect to such Incremental Revolving Credit Commitment.

(d)    Mandatory Prepayment from Debt Issuances.

(i)    The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (ii) below in an amount equal to 100% of the aggregate Net Cash Proceeds from any Debt Issuance not otherwise permitted pursuant to Section 8.1. Such prepayment shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Debt Issuance.

(ii)    Upon the occurrence of any event triggering the prepayment requirement under clause (i) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 4.13(d) shall be applied (subject in all cases to the Intercreditor Agreement) as follows: first, unless otherwise waived by the applicable Incremental Lenders, to the remaining scheduled principal installments of any Incremental Term Loans as determined by the Borrower and the applicable Incremental Lenders and (ii) second, to the extent of any excess, to prepay the Revolving Credit Loans without a corresponding reduction in the applicable revolving commitments.

Section 4.14    Reserved.

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Section 4.15    Defaulting Lenders.

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

(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 11.2.

(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released prorata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made at a time when the conditions set forth in Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a prorata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders prorata in accordance with the Revolving Credit Commitments under the applicable Revolving Credit Facility without giving effect to Section 4.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 4.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)    Certain Fees.

(A)    No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)    With respect to any Commitment Fee not required to be paid to any Defaulting Lender pursuant to clause (A) above, the Borrower shall not be required to pay the remaining amount of any such fee.

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(b)    Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held prorata by the Lenders in accordance with the Commitments under the applicable Credit Facility, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)    Defaulting Participants. To the extent applicable, the provisions of this Section 4.15 shall apply to Defaulting Participants mutatis mutandis.

Section 4.16    Capital Plans.

(a)    Each party hereto acknowledges that the bylaws and capital plan, as applicable, of Northwest Farm Credit Services, ACA (“Northwest ACA”) (as each may be amended from time to time) shall govern (i) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s patronage with NWFCS, (ii) the Borrower’s eligibility for patronage distributions from NWFCS and (iii) patronage distributions, if any, in the event of a sale of a participation interest. NWFCS reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis to the extent such assignment or participation is in compliance with the applicable provisions of Section 11.8.

(b)    Each party hereto acknowledges that NWFCS has a statutory first Lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all Farm Credit Equities that the Borrower may now own or hereafter acquire, and a related consensual Lien pursuant to the membership agreement entered into by the Borrower with NWFCS, which statutory and consensual Liens shall be the sole and exclusive benefit of NWFCS. Notwithstanding anything herein or in any other Loan Document to the contrary, the Farm Credit Equities shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities or on patronage accrued by NWFCS for the account of the Borrower (including, in each case, proceeds thereof), such Lien shall be for the sole and exclusive benefit of NWFCS and shall not be subject to pro rata sharing hereunder. Neither the Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event of Default, NWFCS may elect to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Borrower. NWFCS shall have no obligation to retire the Farm Credit Equities upon any Event of Default, Default or any other default by the Borrower or any other Credit Party, or at any other time, either for application to the Obligations or otherwise.

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ARTICLE V.CONDITIONS OF CLOSING AND BORROWING

Section 5.1    Conditions to Closing and Initial Extensions of Credit. The obligation of the Lenders to close this Agreement and to make the initial Loans, if any, is subject to the satisfaction of each of the following conditions:

(a)    Executed Loan Documents. This Agreement, a Revolving Credit Note in favor of each Revolving Credit Lender requesting a Revolving Credit Note, the Security Documents, the Intercreditor Agreement and the Subsidiary Guaranty Agreement, together with any other applicable Loan Documents, shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder or thereunder.

(b)    Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

(i)    Officer’s Certificate. A certificate from a Responsible Officer of the Borrower to the effect that (A) all representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects); (B) none of the Credit Parties is in violation of any of the covenants contained in this Agreement and the other Loan Documents; (C) after giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; (D) since December 31, 2015, no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have (1) a Material Adverse Effect or (2) a material impairment of the ability of any Credit Party to perform its obligations under the Loan Documents to which it is a party; and (E)  each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in Section 5.1 and 5.2.

(ii)    Certificate of Secretary of each Credit Party. A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 5.1(b)(iii).

(iii)    Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable.

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(iv)    Opinions of Counsel. Opinions of counsel to the Credit Parties addressed to the Administrative Agent and the Lenders with respect to the Credit Parties, the Loan Documents and such other matters as the Administrative Agent shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders).

(c)    Personal Property Collateral.

(i)    Filings and Recordings. The Administrative Agent shall have received all filings and recordations in the applicable Uniform Commercial Code filing offices and in the United States Copyright Office and United States Patent and Trademark Office that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).

(ii)    Pledged Collateral. The Commercial Bank Agent shall have received (A) original stock certificates or other certificates evidencing the certificated Equity Interests pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and (B) each original promissory note pledged and required to be delivered pursuant to the Security Documents together with an undated allonge for each such promissory note duly executed in blank by the holder thereof, to be held pursuant to the Intercreditor Agreement.

(iii)    Lien Search. The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Credit Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such Credit Party, indicating among other things that the assets of each such Credit Party are free and clear of any Lien (except for Permitted Liens).

(iv)    Property and Liability Insurance. The Administrative Agent shall have received, in each case in form and substance reasonably satisfactory to the Administrative Agent, evidence of property, business interruption and liability insurance covering each Credit Party.

(d)    Consents; Defaults.

(i)    Governmental and Third Party Approvals. The Credit Parties shall have received all material governmental, shareholder and third party consents and approvals necessary in connection with the transactions contemplated by this Agreement and the other Loan Documents.

(ii)    No Injunction, Etc. No action, proceeding or investigation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby.

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(e)    Financial Matters.

(i)    Financial Statements. The Administrative Agent shall have received (A) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2015, and the related audited statements of income and retained earnings and cash flows for the Fiscal Year then ended and (B) unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2016 and related unaudited interim statements of income and retained earnings and cash flows.

(ii)    Financial Projections. The Administrative Agent shall have received pro forma Consolidated financial statements for the Borrower and its Subsidiaries, and projections prepared by management of the Borrower for the fiscal year ending December 31, 2016 and each year thereafter during the term of the Credit Facility.

(iii)    Financial Condition/Solvency Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of the Borrower, that (A) after giving effect to the Transactions the Credit Parties, on a Pro Forma Basis, are Solvent, and (B) attached thereto are calculations evidencing compliance on a Pro Forma Basis after giving effect to the Transactions with the covenants contained in Section 8.13.

(iv)    Payment at Closing. The Borrower shall have paid or made arrangements to pay contemporaneously with closing (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued, invoiced and unpaid prior to or on the Closing Date, plus such reasonable additional amounts of such fees, charges and disbursements of counsel as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

(f)    Commercial Bank Facility. The Administrative Agent shall have received (x) copies of the Commercial Bank Facility and the “Loan Documents” as defined thereunder (including all exhibits, appendices, schedules, annexes and attachments thereto and amendments thereof), duly executed by each party thereto, all in form and substance reasonably satisfactory to the Administrative Agent, and (y) evidence that the conditions to closing thereunder have been satisfied and the closing thereof will occur concurrently with the closing of this Agreement in accordance with all such documents.

(g)    Miscellaneous.

(i)    Notice of Account Designation. The Administrative Agent shall have received a Notice of Account Designation specifying the account or accounts to which the proceeds of any Loans made on or after the Closing Date are to be disbursed.

(ii)    Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the

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business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.

(iii)    Existing Indebtedness. All Indebtedness of the Borrower and its Subsidiaries (including outstanding Indebtedness under the Existing Loan Agreement but excluding Indebtedness permitted pursuant to Section 8.1) shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.

(iv)    PATRIOT Act, etc. The Borrower and each of the Subsidiary Guarantors shall have provided to the Administrative Agent and the Lenders the documentation and other information requested by the Administrative Agent at least ten Business Days prior to the Closing Date in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations.

(v)    Farm Credit Equity. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower shall have entered into a membership agreement with NWFCS that obligates the Borrower to acquire at least $1,000 of equity in Northwest ACA.

(vi)    Waiver of Borrower Rights. The Administrative Agent shall have received an executed Waiver of Borrower Rights letter in form and substance reasonably satisfactory to the Administrative Agent.

(vii)    Farm Credit Eligibility. The Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower and its Subsidiaries shall own the right to harvest standing timber as of the Closing Date of not less than five percent (5%) of the annual throughput used in the Lewiston processing facility pursuant to one or more timber deeds and/or timber cutting rights agreements delivered to the Administrative Agent prior to the Closing Date.

(viii)    Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Administrative Agent. The Administrative Agent shall have received copies of all other documents, certificates and instruments reasonably requested thereby, with respect to the transactions contemplated by this Agreement.

Without limiting the generality of the provisions of Section 10.3(c), for purposes of determining compliance with the conditions specified in this Section 5.1, the Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 5.2    Conditions to All Extensions of Credit. Except as otherwise expressly provided in Section 4.13 with respect to Incremental Loans, the obligations of the Lenders to make or participate in any Loan (including the initial Loans) are subject to the satisfaction of the following conditions precedent on the relevant borrowing, issuance or extension date:

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(a)    Continuation of Representations and Warranties. The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of such borrowing, issuance or extension date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date).

(b)    No Existing Default. No Default or Event of Default shall have occurred and be continuing on the borrowing date with respect to such Loan or after giving effect to the Loans to be made on such date.

(c)    Notices. The Administrative Agent shall have received a Notice of Borrowing from the Borrower in accordance with Section 2.3(a) or Section 3.2, as applicable.

ARTICLE VI.REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, which representations and warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 5.2, that:

Section 6.1    Organization; Power; Qualification. Each Credit Party and each Subsidiary thereof (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the power and authority to own its Properties and to carry on its business as now being and hereafter proposed to be conducted and (c) is duly qualified and authorized to do business in each jurisdiction in which the character of its Properties or the nature of its business requires such qualification and authorization except in jurisdictions where the failure to be so qualified or in good standing could not reasonably be expected to result in a Material Adverse Effect. The jurisdictions in which each Credit Party and each Subsidiary thereof are organized as of the Closing Date are described on Schedule 6.1.

Section 6.2    Ownership. Each Subsidiary of each Credit Party as of the Closing Date is listed on Schedule 6.2. As of the Closing Date, the capitalization of each Credit Party (other than the Borrower) and its Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 6.2. As of the Closing Date, all outstanding shares listed on Schedule 6.2 have been duly authorized and validly issued and are fully paid and nonassessable and not subject to any preemptive or similar rights. As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or require the issuance of Equity Interests of any Credit Party (other than the Borrower) or any Subsidiary thereof, except as described on Schedule 6.2.

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Section 6.3    Authorization; Enforceability. Each Credit Party and each Subsidiary thereof has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of each Credit Party and each Subsidiary thereof that is a party thereto, and each such document constitutes the legal, valid and binding obligation of each Credit Party and each Subsidiary thereof that is a party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Section 6.4    Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any Applicable Law relating to any Credit Party or any Subsidiary thereof, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) with respect to the execution and delivery of the Loan Documents by any Credit Party, result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) such other consents, authorizations, filings or acts which have been made or obtained in connection with this Agreement or any Security Document and are in full force and effect.

Section 6.5    Compliance with Law; Governmental Approvals. Each Credit Party and each Subsidiary thereof (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business as currently being conducted, each of which is in full force and effect, (b) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties and (c) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law, except in each case (a), (b) or (c) where the failure to have, comply or file could not reasonably be expected to have a Material Adverse Effect.

Section 6.6    Tax Returns and Payments. Each Credit Party and each Subsidiary thereof has duly filed or caused to be filed all federal, and all other material state, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all material federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party).

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Such material tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof for the periods covered thereby. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof with respect to any material unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party and (b) Permitted Liens).

Section 6.7    Intellectual Property Matters. Each Credit Party and each Subsidiary thereof owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service mark, service mark rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business, except where the failure to own or possess such rights could not reasonably be expected to have a Material Adverse Effect. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, which in either case would reasonably be expected to have a Material Adverse Effect.

Section 6.8    Environmental Matters. Except for matters or circumstances that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect:

(a)    There has been no release, or to its knowledge, threat of release, of Hazardous Materials at, on, under or from properties owned, leased or operated by any Credit Party or any Subsidiary, now or in the past, in violation of or in amounts or in a manner that could give rise to liability under applicable Environmental Laws;

(b)    Each Credit Party and each Subsidiary is currently in compliance, and has previously been in compliance, with all Environmental Laws applicable to its properties and operations, and there are no Hazardous Materials at, on, under or originating from such properties or such operations that could interfere with the continued operation of such properties or impair the fair saleable value thereof;

(c)    No Credit Party nor any Subsidiary thereof has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters, Hazardous Materials or compliance with Environmental Laws, nor does any Credit Party or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened;

(d)    Hazardous Materials have not been transported or disposed of to or from the properties owned, leased or operated by any Credit Party or any Subsidiary thereof in violation of, or in a manner or to a location which could give rise to liability under, Environmental Laws, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Laws; and

(e)    No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrower, threatened, with respect to any Environmental Claim or otherwise under any Environmental Law to which any Credit Party or any Subsidiary thereof has been named as a defendant or potentially responsible party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any applicable Environmental Law with respect to any Credit Party, any Subsidiary thereof, with respect to any real property owned, leased or operated by any Credit Party or any Subsidiary thereof.

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Section 6.9    Employee Benefit Matters.

(a)    As of the Closing Date, no Credit Party nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 6.9;

(b)    Each Credit Party and each ERISA Affiliate is in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by any Credit Party or any ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect;

(c)    As of the Closing Date, no Pension Plan has been terminated, nor has any Pension Plan become subject to funding based benefit restrictions under Section 436 of the Code, nor has any funding waiver from the IRS been received or requested with respect to any Pension Plan, nor has any Credit Party or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Sections 412 or 430 of the Code, Section 302 of ERISA or the terms of any Pension Plan on or prior to the due dates of such contributions under Sections 412 or 430 of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;

(d)    Except where the failure of any of the following representations to be correct could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no Credit Party nor any ERISA Affiliate has: (i) engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code, (ii) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (iii) failed to make a required contribution or payment to a Multiemployer Plan, or (iv) failed to make a required installment or other required payment under Sections 412 or 430 of the Code;

(e)    Except to the extent set forth in the Borrower’s latest Form 10-K or 10-Q filed with the SEC prior to the date of this Agreement, no Termination Event has occurred or is reasonably expected to occur; and

(f)    Except where the failure of any of the following representations to be correct could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to its knowledge, threatened concerning or involving (i) any employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Credit Party or any ERISA Affiliate, (ii) any Pension Plan or (iii) any Multiemployer Plan.

Section 6.10    Margin Stock. No Credit Party nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying”

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any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans will be used for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors. Following the application of the proceeds of each Extension of Credit, not more 25% of the value of the assets (either of the Borrower only or of the Borrowerand its Subsidiaries on a Consolidated basis) subject to the provisions of Section 8.2 or 8.5 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness in excess of the Threshold Amount will be “margin stock”.

Section 6.11    Government Regulation. No Credit Party nor any Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940) and no Credit Party nor any Subsidiary thereof is, or after giving effect to any Extension of Credit will be, subject to regulation under the Interstate Commerce Act, or any other Applicable Law which limits its ability to incur or consummate the transactions contemplated hereby.

Section 6.12    Employee Relations. As of the Closing Date, no Credit Party nor any Subsidiary thereof is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of its employees except as set forth on Schedule 6.12. The Borrower knows of no threatened (in accordance with the applicable collective bargaining agreement) in writing or pending strikes, work stoppage or other collective labor disputes involving its employees or those of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 6.13    Financial Statements. The audited and unaudited financial statements delivered pursuant to Section 5.1(e)(i) fairly present, in all material respects, on a Consolidated basis the assets, liabilities and financial position of the Borrower and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended (other than customary year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited financial statements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent required to be disclosed under GAAP. The projections delivered pursuant to Section 5.1(e)(ii) were prepared in good faith on the basis of the assumptions stated therein, which assumptions are believed to be reasonable in light of then existing conditions (it being recognized by the Lenders that projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections and that such differences may be material and that such projections are not a guarantee of performance).

Section 6.14    No Material Adverse Effect. Since December 31, 2015, there has been no Material Adverse Effect or event, condition or contingency that could reasonably be expected to have a Material Adverse Effect.

Section 6.15    Solvency. The Credit Parties, on a Consolidated basis, are Solvent.

Section 6.16    Title to Properties. Each Credit Party and each Subsidiary thereof has such title or leasehold to the real property owned or leased by it as is necessary to the conduct of its business and valid and legal title to all personal property and assets owned by it, in each case, subject to Permitted Liens, except those which have been disposed of by the Credit Parties and their Subsidiaries subsequent

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to such date which dispositions have been in the ordinary course of business or as otherwise expressly permitted hereunder.

Section 6.17    Litigation. Except for matters existing on the Closing Date and set forth on Schedule 6.17,there are no actions, suits or proceedings pending nor, to its knowledge, threatened in writing against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that could reasonably be expected to have a Material Adverse Effect.

Section 6.18    Anti-Corruption Laws and Sanctions. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers, employees or affiliates, or (b) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person or currently the subject or target of any Sanctions or (ii) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws.

Section 6.19    Absence of Defaults. No event has occurred or is continuing which constitutes a Default or Event of Default.

Section 6.20    Senior Indebtedness Status. The Obligations of each Credit Party and each Subsidiary thereof under this Agreement and each of the other Loan Documents ranks and shall continue to rank at least senior in priority of payment to all Subordinated Indebtedness and all senior unsecured Indebtedness of each such Person and is designated as “Senior Indebtedness” under all instruments and documents, now or in the future, relating to all Subordinated Indebtedness and all senior unsecured Indebtedness of such Person.

Section 6.21    Disclosure. No financial statement, written material report, material certificate or other material written information furnished in writing (including the Borrower’s filings with the SEC, but excluding projected or estimated information) by or on behalf of any Credit Party or any Subsidiary thereof to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken together as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect on the date as of which such information is dated or certified; provided that, with respect to projected financial information, estimated and pro forma financial information and other projected or estimated information, such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders that such projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections and that such differences may be material and that such projections are not a guarantee of performance).

ARTICLE VII.AFFIRMATIVE COVENANTS

Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash and the Commitments terminated, each Credit Party will, and will cause each of its Subsidiaries to:

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Section 7.1    Financial Statements and Budgets. Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

(a)    Annual Financial Statements. Within 90 days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2016), an audited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, retained earnings and cash flows including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Year and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall be audited by an independent certified public accounting firm of recognized national standing acceptable to the Administrative Agent, and accompanied by a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing standards that is not subject to any “going concern” or similar explanatory language or any qualification as to the scope of such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP.

(b)    Quarterly Financial Statements. Within 45 days (or, if earlier, on the date of any required public filing thereof) after the end of the first three fiscal quarters of each Fiscal Year (commencing with the fiscal quarter ending September 30, 2016), an unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of income, retained earnings and cash flows and a report containing management’s discussion and analysis of such financial statements for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by the chief financial officer of the Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated basis as of their respective dates and the results of operations of the Borrower and its Subsidiaries for the respective periods then ended, subject to normal year-end adjustments and the absence of footnotes.

(c)    Annual Budget. Within 30 days after the end of each Fiscal Year (or, if sooner, when finalized by the Borrower’s board of directors), an operating and capital budget of the Borrower and its Subsidiaries for the ensuing four fiscal quarters on a consolidated basis and a report containing management’s discussion and analysis of such budget with a reasonable disclosure of the key assumptions and drivers with respect to such budget, accompanied by a certificate from a Responsible Officer of the Borrower to the effect that such budget contains good faith estimates (utilizing assumptions believed to be reasonable at the time of delivery of such budget) of the financial condition and operations of the Borrower and its Subsidiaries for such period.

Section 7.2    Certificates; Other Reports. Deliver to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

(a)    at each time financial statements are delivered pursuant to Section 7.1(a) or (b) a duly completed Officer’s Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower, which Officer’s Compliance Certificate shall, if

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accompanying the annual financial statements delivered pursuant to Section 7.1(a), include a summary of the Borrower’s and its Subsidiaries’ contracted timber volume, and amount of throughput utilized in the facilities of the Borrower and its Subsidiaries, for the applicable Fiscal Year;

(b)    promptly upon receipt thereof, copies of all management reports, if any, submitted to the Borrower or its board of directors by its independent public accountants in connection with their auditing function, including any management responses thereto;

(c)    promptly after the furnishing thereof, (i) copies of any statement or report furnished to the Commercial Bank Agent pursuant to the terms of the Commercial Bank Facility other than (x) any such statement or report already furnished to the Administrative Agent and (y) routine administrative notices and (ii) copies of any notice of default or event of default furnished by any holder of Indebtedness of any Credit Party or any Subsidiary thereof in excess of the Threshold Amount pursuant to the terms of any indenture, loan or credit or similar agreement;

(d)    promptly after the institution, filing or receipt thereof, notice of any action or proceeding by any Governmental Authority against any Credit Party or any Subsidiary thereof with any Environmental Law that could, if adversely determined, reasonably be expected to have a Material Adverse Effect;

(e)    promptly, and in any event within five Business Days after receipt thereof by any Credit Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results of any Credit Party or any Subsidiary thereof;

(f)    promptly upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act), as from time to time reasonably requested by the Administrative Agent or any Lender; and

(g)    such other information regarding the operations, business affairs and financial condition of any Credit Party or any Subsidiary thereof as the Administrative Agent or any Lender may reasonably request.

Documents required to be delivered pursuant to Section 7.1(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 11.1; (ii) such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) such documents are publicly filed with the SEC. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Compliance Certificates required by Section 7.2 to the Administrative Agent. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

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The Borrower hereby acknowledges that the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform.

Section 7.3    Notice of Litigation and Other Matters. Promptly (but in no event later than ten days after any Responsible Officer of any Credit Party obtains knowledge thereof) notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice):

(a)    the occurrence of any Default or Event of Default;

(b)    the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any Credit Party or any Subsidiary thereof or any of their respective properties, assets or businesses in each case that if adversely determined could reasonably be expected to result in a Material Adverse Effect;

(c)    any notice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority including any notice of violation of Environmental Laws which in any such case could reasonably be expected to have a Material Adverse Effect;

(d)    any labor controversy that has resulted in, or threatens (in accordance with the applicable collective bargaining agreement) to result in, a strike or other work action against any Credit Party or any Subsidiary thereof that could reasonably be expected to have a Material Adverse Effect;

(e)    any attachment, judgment, lien, levy or order exceeding the Threshold Amount is assessed against any Credit Party or any Subsidiary thereof; and

(f)    (i) any unfavorable determination letter from the IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (ii) all notices received by any Credit Party or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA and (iv) the Borrower obtaining knowledge or reason to know that any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA;

Each notice pursuant to Section 7.3 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Section 7.4    Preservation of Corporate Existence and Related Matters. Except as permitted by Section 8.4 or Section 8.5, preserve and maintain its separate corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its business taken as a whole, and qualify and remain qualified as a foreign corporation or other entity and authorized to do business in each jurisdiction in which the failure to so qualify, maintain or be authorized could reasonably be expected to have a Material Adverse Effect.

Section 7.5    Maintenance of Property and Licenses.

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(a)    Subject to Section 7.4, in addition to the requirements of any of the Security Documents, protect and preserve all Properties necessary in and material to its business taken as a whole, including copyrights, patents, trade names, service marks and trademarks; maintain in good working order and condition, ordinary wear and tear, obsolescence and condemnation excepted, all buildings, equipment and other tangible real and personal property; and from time to time make or cause to be made all repairs, renewals and replacements thereof and additions to such Property necessary for the conduct of its business, in each case except as such action or inaction would not reasonably be expected to result in a Material Adverse Effect.

(b)    Maintain, in full force and effect in all material respects, each and every license, permit, certification, qualification, approval or franchise issued by any Governmental Authority (each a “License”) required for each of them to conduct their respective businesses as presently conducted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 7.6    Insurance. Maintain insurance with financially sound and reputable insurance companies against at least such risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law (including hazard and business interruption insurance). All such insurance shall, from and after the date ten days after the Closing Date, (a) provide that no cancellation thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof (unless otherwise agreed by the Administrative Agent in its sole discretion with respect to any such insurance), (b) name the Administrative Agent as an additional insured party thereunder and (c) in the case of each casualty insurance policy, name the Administrative Agent as lender’s loss payee or mortgagee, as applicable. On the Closing Date and from time to time thereafter, deliver to the Administrative Agent upon its request information in reasonable detail as to the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.

Section 7.7    Accounting Methods and Financial Records. Maintain a system of accounting, and keep proper books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP.

Section 7.8    Payment of Taxes and Other Obligations. Pay and perform all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its Property before any penalty accrues thereon; provided that no such tax, assessment or charge described in clause (a) of this Section need be paid if it is being contested in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP.

Section 7.9    Compliance with Laws and Approvals. Observe and remain in compliance all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 7.10    Environmental Laws. In addition to and without limiting the generality of Section 7.9, (a) comply with, and use reasonable efforts to ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and use reasonable efforts to ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws and (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders

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and directives of any Governmental Authority regarding Environmental Laws, in each case, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 7.11    Compliance with ERISA. In addition to and without limiting the generality of Section 7.9, (a) except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply with applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans, (ii) not take any action or fail to take action the result of which could reasonably be expected to result in a liability to the PBGC or to a Multiemployer Plan, (iii) not participate in any prohibited transaction that could result in any civil penalty under ERISA or tax under the Code and (iv) operate each Employee Benefit Plan in such a manner that will not incur any tax liability under Section 4980B of the Code or any liability to any qualified beneficiary as defined in Section 4980B of the Code and (b) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information about any Employee Benefit Plan as may be reasonably requested by the Administrative Agent.

Section 7.12    Visits and Inspections. Permit representatives of the Administrative Agent (accompanied by any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect its properties; inspect, audit and make extracts from its books, records and files, including management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects, in each case, subject to limitations on information that (i) may not be disclosed due to third party confidentiality restrictions, (ii) is subject to attorney-client privilege or which constitutes attorney work product or (iii) is would result in disclosure of a trade secret of the Borrower or any of its Subsidiaries; provided that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than onceduring any calendar year at the Borrower’s expense; providedfurther that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices (or such other location as may be agreed to by the Borrower and the Administrative Agent, including telephonically) at such time as may be agreed by the Borrower and the Administrative Agent.

Section 7.13    Additional Subsidiaries.

(a)    Additional Domestic Subsidiaries. Promptly after the creation or acquisition of any Domestic Subsidiary (and, in any event, within 30 days after such creation or acquisition,as such time period may be extended by the Administrative Agent in its sole discretion) cause such Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) subject to the Intercreditor Agreement, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, to the extent applicable (and if not an Excluded Asset), (v) deliver to the Administrative Agent such updated

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Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that the requirements of this Section 7.13(a) shall not apply to any Excluded Subsidiary except with respect to clauses (iv) and (v) above.

(b)    Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (and, in any event, within 45 days after such notification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging 65% of the total outstanding voting Equity Interests (and 100% of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

(c)    Permitted Acquisitions. Notwithstanding anything in this Section 7.13 to the contrary, to the extent any new Subsidiary is created solely for the purpose of consummating a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any purchase price consideration contributed to it contemporaneously with the closing of such Permitted Acquisitions, such new Subsidiary shall not be required to take the actions set forth in Section 7.13(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, such new Subsidiary or surviving entity (in the case of a merger transaction) shall be required to so comply with Section 7.13(a) or (b), as applicable, within 30 days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion.

(d)    Exclusions. The provisions of this Section 7.13 shall not apply to any Excluded Assets (as defined in the Collateral Agreement) or any assets not taken as Collateral by the Commercial Bank Agent under the Commercial Bank Facility (to the extent such facility remains outstanding). In addition, notwithstanding anything in this Agreement or the other Loan Documents to the contrary, (a) no actions to create a security interest shall be required with respect to any real property collateral; (b) no perfection steps shall be required by any means other than (i) filings pursuant to the Uniform Commercial Code of the relevant State(s) of the respective jurisdictions of organization of the Credit Parties, (ii) filings in the United States Patent and Trademark Office and the United States Copyright Office with respect to intellectual property, (iii) subject to the Intercreditor Agreement, delivery of Collateral consisting of instruments, notes and debt securities and (iv) subject to Intercreditor Agreement, delivery of Collateral consisting of certificated equity interests (along with, with respect to clauses (iii) and (iv), allonges and stock powers, as applicable); and (c) control agreements or similar arrangements shall not be required.

Section 7.14    Use of Proceeds.

(a)    The Borrower shall use the proceeds of the Extensions of Credit (i) to refinance the Existing Loan Agreement, (ii) pay fees, commissions and expenses in connection with the Transactions,

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(iii) for acquisitions, Capital Expenditures, Investments, Restricted Payments and other transactions not prohibited by the Loan Documents, and (iv) for working capital and general corporate purposes of the Borrower and its Subsidiaries.

(b)    The Borrower shall use the proceeds of any Incremental Term Loan and any Incremental Revolving Credit Increase as permitted pursuant to Section 4.13, as applicable.

(c)    The Borrower will not request any Extension of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Extension of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with, at the time of any such funding, financing or facilitation, any Sanctioned Person, or in, at the time of any such funding, financing or facilitation, any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 7.15    Compliance with Anti-Corruption Laws and Sanctions. The Borrower will maintain in effect and enforce policies and procedures reasonably designed to promote and achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Section 7.16    Further Assurances. Subject to Section 7.13(d), execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Credit Parties.

Section 7.17    Farm Credit Equity. So long as NWFCS is a Lender hereunder, the Borrower will (a) maintain its status as an entity eligible to borrow from NWFCS and (b) acquire equity in Northwest ACA in such amounts and at such times as Northwest ACA may require in accordance with its bylaws and capital plan, as applicable (as each may be amended from time to time), except that the maximum amount of equity that the Borrower may be required to purchase in Northwest ACA in connection with the Loans made by NWFCS may not exceed the maximum amount permitted by Northwest ACA’s bylaws and the capital plan, as applicable, at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) Northwest ACA’s most recent annual report, and if more recent, its latest quarterly report, (ii) Northwest ACA’s Notice to Prospective Stockholders (or other applicable notice document) and (iii) Northwest ACA’s bylaws and capital plan, as applicable (and, if applicable, any related loan or membership application), which describe the nature of all of the Borrower’s stock and other equities in Northwest ACA required in connection with its patronage loan from NWFCS as well as capitalization requirements (the “Farm Credit Equities”), and agrees to be bound by the terms thereof.

Section 7.18    Timber and Cutting Rights Agreements. The Borrower will maintain ownership of the right to harvest standing timber on an annual basis and pursuant to the timber deeds and/or timber cutting rights agreements delivered to the Administrative Agent prior to the Closing Date or one or more similar arrangements reasonably acceptable to the Administrative Agent, in an amount of not less than five percent (5%) of the annual throughput used in the Lewiston processing facility.

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Section 7.19    Post-Closing Matters. Execute and deliver the documents and complete the tasks set forth on Schedule 7.19, in each case within the time limits specified on such schedule.

ARTICLE VIII.NEGATIVE COVENANTS

Until all of the Obligations (other than contingent, indemnification obligations not then due) have been paid and satisfied in full in cash and the Commitments terminated, the Credit Parties will not, and will not permit any of their respective Subsidiaries to.

Section 8.1    Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except:

(a)    the Obligations;

(b)    Indebtedness owing under (i) Hedge Agreements entered into in the ordinary course of business and not for speculative purposes, (ii) Secured Cash Management Agreements and Commercial Bank Secured Cash Management Agreements and (iii) reimbursement obligations in respect of letters of credit obtained in foreign jurisdictions in the ordinary course of business;

(c)    Indebtedness existing on the Closing Date and listed on Schedule 8.1 and Permitted Refinancings thereof;

(d)    Capital Lease Obligations and Indebtedness incurred in connection with purchase money Indebtedness in an aggregate amount not to exceed $75,000,000 at any time outstanding;

(e)    Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with a Permitted Acquisition, to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such a Permitted Acquisition, and (ii) neither the Borrower nor any existing Subsidiary thereof shall have any liability or other obligation with respect to such Indebtedness, and Permitted Refinancings of Indebtedness incurred pursuant to this clause (e);

(f)    Guarantees with respect to Indebtedness permitted to be incurred by Credit Parties pursuant to this Section 8.1;

(g)    unsecured intercompany Indebtedness:

(i)    owed by any Credit Party to another Credit Party;

(ii)    owed by any Credit Party to any Non-Guarantor Subsidiary (provided that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent);

(iii)    owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary; and

(iv)    owed by any Non-Guarantor Subsidiary to any Credit Party to the extent permitted pursuant to Section 8.3(a)(vi);

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(h)    Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in foreign jurisdictions in the ordinary course of business;

(i)    unsecured Indebtedness and Subordinated Indebtedness of the Borrower and the Subsidiary Guarantors; provided that, in the case of each incurrence of such unsecured Indebtedness or Subordinated Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Unsecured Indebtedness or Subordinated Indebtedness, (ii) after giving effect to the incurrence of any such unsecured Indebtedness or Subordinated Indebtedness, the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis would be less than 5.00:1.00, and (iii) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with the financial covenants set forth in Section 8.13 on a Pro Forma Basis after giving effect to the incurrence of any such unsecured Indebtedness or Subordinated Indebtedness, and Permitted Refinancings of Indebtedness incurred pursuant to this clause (i);

(j)    Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing;

(k)    Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding and Permitted Refinancings thereof;

(l)    Indebtedness in the form of customary and unsecured earn-outs, deferred payments and purchase price adjustments in connection with any Permitted Acquisition or Investment permitted hereunder;

(m)    Indebtedness incurred under the Commercial Bank Facility (and, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) any Permitted Refinancing thereof) in an aggregate principal amount not to exceed at any time outstanding (i) $200,000,000 plus (ii) the amount of any Commercial Bank Increase; provided that any such Permitted Refinancing is subject to the Intercreditor Agreement; and

(n)    Indebtedness incurred (but not acquired or assumed) in connection with a Permitted Acquisition; provided, (i) no Default or Event of Default will have occurred and then be continuing immediately before and after giving pro forma effect thereto (or, in the case of a Limited Condition Acquisition, no Event of Default under Section 9.1(a), (b), (h) or (i)); (ii) such Indebtedness will be unsecured and not be guaranteed by any Affiliate of the Borrower that is not a Guarantor; (iii) no such Indebtedness will have a final maturity earlier than 91 days after the Revolving Credit Maturity Date; (iv) the Borrower shall be in compliance on a Pro Forma Basis (as of the date of the incurrence of such Indebtedness) with each covenant contained in Section 8.13; and (v) subject to the foregoing, the other terms of any such Indebtedness (excluding pricing and optional prepayment or redemption terms) that are not substantially identical to the corresponding terms in the Loan Documents will be no more favorable to the lenders or investors providing such Indebtedness than such terms in the Loan Documents or are as otherwise reasonably acceptable to the Administrative Agent (except for terms applicable only to periods after the Latest Maturity Date existing at the time of the incurrence of such Indebtedness), and Permitted Refinancings thereof incurred pursuant to this clause (n);

(o)    Indebtedness with respect to deferred compensation to employees and directors of Borrower and its Subsidiaries in the ordinary course of business;

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(p)    Indebtedness consisting of obligations to pay insurance premiums or take or pay obligations contained in supply arrangements in the ordinary course of business; and

(q)    Indebtedness arising under the membership agreement entered into by the Borrower with NWFCS in connection with the Borrower’s obligation to acquire equity in Northwest ACA pursuant to Section 4.16.

Section 8.2    Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its Property, whether now owned or hereafter acquired, except:

(a)    Liens created pursuant to the Loan Documents;

(b)    Liens in existence on the Closing Date and described on Schedule 8.2, and the replacement, renewal or extension thereof (including Liens incurred, assumed or suffered to exist in connection with any Permitted Refinancing of such Indebtedness pursuant to Section 8.1(c) (solely to the extent that such Liens were in existence on the Closing Date and described on Schedule 8.2)); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing;

(c)    Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) (i) not yet due or as to which the period of grace (not to exceed 30 days), if any, related thereto has not expired or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;

(d)    the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which (i) are not overdue for a period of more than 30 days, or if more than 30 days overdue, such Liens are being contested in good faith and by appropriate proceedings and adequate reserves have been maintained to the extent required by GAAP or (ii) do not, individually or in the aggregate, materially impair the use thereof in the operation of the business of the Borrower or any of its Subsidiaries;

(e)    Liens incurred or deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance and other types of social security or similar legislation, or to secure the performance of bids, earnest money tenders (including in connection with any letter of intent or purchase agreement), trade contracts (including government contracts), and leases (other than Indebtedness for borrowed money), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof;

(f)    encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which in the aggregate do not, in any case, materially detract from the value of such property or impair the use thereof in the ordinary conduct of business;

(g)    Liens arising from the filing of precautionary UCC financing statements (or equivalent in any foreign jurisdiction) relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of business of the Borrower and its Subsidiaries;

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(h)    Liens securing Indebtedness permitted under Section 8.1(d); provided that (i) such Liens shall be created within 45 days after the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness and the proceeds thereof, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable), plus the reasonable fees and expenses incurred in connection with such Indebtedness;

(i)    Liens securing judgments for the payment of money or any judicial order not constituting an Event of Default under Section 9.1(l) or securing appeal or other surety bonds relating to such judgments;

(j)    (i) Liens on Property (i) of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a Permitted Acquisition and (ii) of the Borrower or any of its Subsidiaries existing at the time such tangible property or tangible assets are purchased or otherwise acquired by the Borrower or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens are not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens are applicable only to specific Property, (C) such Liens are not “blanket” or all asset Liens, (D) such Liens do not attach to any other Property of the Borrower or any of its Subsidiaries and (E) the Indebtedness secured by such Liens is permitted under Section 8.1(e) of this Agreement) or is a Permitted Refinancing of such Indebtedness;

(k)    (i) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any depositary bank or securities intermediary in connection with statutory, common law and contractual rights of set-off and recoupment with respect to any deposit account or securities account of the Borrower or any Subsidiary thereof;

(l)    (i) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course of business to the extent limited to the property or assets relating to such contract;

(m)    any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries or (ii) secure any Indebtedness;

(n)    Liens to secure obligations under Section 8.1(b)(i) in an amount not to exceed 5% of the face amount of each such Hedge Agreement permitted thereunder;

(o)    Liens on assets securing Indebtedness or other obligations in the aggregate principal amount not to exceed 5% of Consolidated Net Tangible Assets any time outstanding;

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

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(q)    so long as the same is subject to the Intercreditor Agreement, Liens on Collateral securing (i) Indebtedness incurred pursuant to Section 8.1(m) and (ii) obligations owing under Commercial Bank Secured Cash Management Agreements;

(r)(i)     customary backstop Liens on any Receivables and Related Assets granted to the provider of any Permitted A/R Finance Transaction, and (ii) a security interest in any deposit or lockbox account maintained by the Borrower or its Subsidiaries into which Receivables and Related Assets that are subject to Permitted A/R Finance Transactions are received; and

(s)    Liens on Farm Credit Equities as described in Section 4.16(b).

provided that this Section 8.2 shall not apply to any Equity Interests of the Borrower (including, for the avoidance of doubt, any Equity Interests that constitute margin stock).

Section 8.3    Investments. Purchase, own, invest in or otherwise acquire (in one transaction or a series of transactions), directly or indirectly, any Equity Interests, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except:

(a)    (i)    Investments existing on the Closing Date in Subsidiaries existing on the Closing Date;

(ii)    Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 8.3;

(iii)    Investments made after the Closing Date by any Credit Party in any other Credit Party;

(iv)    Investments made after the Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary;

(v)    Investments made after the Closing Date by any Non-Guarantor Subsidiary in any Credit Party;

(vi)    Investments made after the Closing Date by any Credit Party in any Non-Guarantor Subsidiary in an aggregate amount at any time outstanding not to exceed $25,000,000 (provided that any Investments in the form of loans or advances in excess of $1,000,000 made by any Credit Party to any Non-Guarantor Subsidiary pursuant to this clause (vi) shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and shall be pledged and delivered to the Administrative Agent pursuant to the Security Documents);

(b)    Investments in cash and Cash Equivalents;

(c)    Investments by the Borrower or any of its Subsidiaries consisting of Capital Expenditures permitted by this Agreement;

(d)    deposits or pledges made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 8.2;

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(e)    Hedge Agreements permitted pursuant to Section 8.1;

(f)    purchases of assets and prepaid expenses, extensions of trade credit and accounts receivable created, acquired or made and payable or dischargeable in the ordinary course of business;

(g)    Permitted Acquisitions;

(h)    Investments in the form of loans and advances to officers, directors and employees in the ordinary course of business in an aggregate amount not to exceed at any time outstanding $10,000,000 (determined without regard to any write-downs or write-offs of such loans or advances);

(i)    Equity Interests, obligations, securities or other property received in settlement of accounts receivable from bankrupt obligors;

(j)    Investments received as the non-cash portion of the consideration received in connection with any Asset Disposition or other sale, transfer, license, lease or other disposition of Property expressly permitted hereunder;

(k)    Investments comprising Indebtedness permitted pursuant to Section 8.1;

(l)    Investments in the form of Restricted Payments permitted pursuant to Section 8.6;

(m)    Guarantees permitted pursuant to Section 8.1;

(n)    Investments in joint ventures; provided that the aggregate amount of all such Investments shall not at any time exceed $50,000,000;

(o)    other Investments in an aggregate amount not to exceed 5% of Consolidated Net Tangible Assets at any time outstanding;

(p)    other Investments so long as on the date such Investment is consummated, the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis would be lower than 3.25:1.00;

(q) )    Investments constituting the extension of credit made to any purchaser of Receivables and Related Assets in connection with any Permitted A/R Finance Transaction relating to the balance of the purchase price payable therefor by such purchaser; and

(r)    Investments by the Borrower in Northwest ACA in connection with the Borrower’s obligation to acquire equity in Northwest ACA pursuant to Section 4.16.

For purposes of determining the amount of any Investment outstanding for purposes of this Section 8.3, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases in the value of such Investment) less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Section 8.4    Fundamental Changes. Merge, consolidate or enter into any similar combination with, or enter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:

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(a)    (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be dissolved or liquidated into, the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be dissolved or liquidated into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 7.13 in connection therewith);

(b)    (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be dissolved or liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be dissolved or liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;

(c)    any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;

(d)    (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;

(e)    any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to Section 8.3(g)); provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 7.13 in connection therewith;

(f)    the Permitted Subsidiary-1 Equity Sale; and

(g)    any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition permitted pursuant to Section 8.3(g); provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower.

Section 8.5    Asset Dispositions. Make any Asset Disposition except:

(a)    the sale, abandonment or other disposition of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries;

(b)    non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries;

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(c)    leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries;

(d)    Asset Dispositions in connection with Insurance and Condemnation Events;

(e)    the lapse of registered patents, trademarks and other intellectual property to the extent not economically desirable in the context of its business and so long as such lapse is not materially adverse to the interests of the Lenders;

(f)    Assets Dispositions in connection with transactions permitted by Section 8.2, 8.3, 8.4 and 8.12;

(g)    the granting, creation or existence of a Permitted Lien;

(h)    the surrender or waiver of contract rights in the ordinary course of business or the surrender or waiver of litigation claims or the settlement, release or surrender of tort or litigation claims of any kind;

(i)    the transfer of improvements or alterations in connection with any lease of property upon the termination thereof;

(j)    the abandonment, lapse, or transfer of any domain name, trademark or other intellectual property right that is not material to the business of the Borrower and its Subsidiaries, taken as a whole;

(k)    any Restricted Payment permitted by Section 8.6;

(l)    any Investment permitted by Section 8.3;

(m)    the termination of a lease of real or personal Property;

(n)    a disposition of Property that is exchanged for credit against the purchase price of similar replacement property (including like-kind exchanges);

(o)    sales, transfers or other dispositions of assets of joint ventures permitted hereunder (or the Equity Interests of such joint ventures) to the extent required by, or made pursuant to, customary buy/sell arrangements between joint venture parties as set forth in the applicable joint venture agreement or similar arrangement;

(p)    Asset Dispositions in connection with Sale Leaseback Transactions in an aggregate amount not to exceed the lesser of (i) $75,000,000 and (ii) 5% of Consolidated Net Tangible Assets of the Borrower and its Subsidiaries, tested as of the date of the proposed Asset Disposition on the basis of the most recent financial statements delivered by the Borrower pursuant to Section 7.1;

(q)    the sale of Receivables and Related Assets in Permitted A/R Finance Transactions; and

(r)    Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration

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received shall be no less than 75% in cash, and (iii) the aggregate book value or fair market value (whichever, in each case, is higher) of all property disposed of in reliance on this clause (f) since the Closing Date does not exceed 5% of the Consolidated Net Tangible Assets of the Borrower and its Subsidiaries, tested as of the date of the proposed Asset Disposition on the basis of the most recent financial statements delivered by the Borrower pursuant to Section 7.1.

Section 8.6    Restricted Payments. Declare or pay any dividend on, or make any payment or other distribution on account of, or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Equity Interests of any Credit Party or any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Equity Interests of any Credit Party or any Subsidiary thereof on account of the foregoing (all of the foregoing, the “Restricted Payments”) provided that:

(a)    the Borrower or any of its Subsidiaries may pay dividends in shares of its own Qualified Equity Interests;

(b)    any Subsidiary of the Borrower may pay cash dividends to the Borrower or any Subsidiary Guarantor;

(c)    (i) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may make Restricted Payments to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis) and (ii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may make Restricted Payments to any other Non-Guarantor Subsidiary (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis);

(d)    the Borrower may make Restricted Payments in an aggregate amount not to exceed the Available Free Cash Flow Amount not otherwise applied pursuant to Section 8.9(b)(iv), so long as before and after giving pro forma effect to any such Restricted Payment, the Consolidated Total Leverage Ratio does not exceed 4.00:1.00.

(e)    the Borrower may grant stock options, restricted stock units and other Equity Interests to employees, officers and directors in connection with an arrangement permitted under Section 8.7(b)(v); and

(f)    the Borrower or any of its Subsidiaries may make Restricted Payments with respect to any Indebtedness permitted under Section 8.1(l).

Section 8.7    Transactions with Affiliates. Directly or indirectly enter into any transaction, including any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with (a) any officer, director, holder of any Equity Interests in, or other Affiliate of the Borrower or any of its Subsidiaries, or (b) any Affiliate of any such officer, director or holder, other than:

(i)    transactions permitted by Sections 8.1, 8.3, 8.4, 8.5, 8.6 and 8.13;

(ii)    transactions existing on the Closing Date and described on Schedule 8.7;

(iii)    transactions among Credit Parties;

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(iv)    other transactions on terms as favorable as would be obtained by it on a comparable arm’s-length transaction with an independent, unrelated third party as determined in good faith by the board of directors (or equivalent governing body) of the Borrower;

(v)    employment, retention and severance and similar arrangements (including equity or equity-based incentive plans, stock ownership plans, compensation or incentive plans and arrangements and employee benefit plans and arrangements) and indemnification arrangements with their respective officers, directors and employees in the ordinary course of business; and

(vi)    payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries.

Section 8.8    Accounting Changes; Organizational Documents.

(a)    Change its Fiscal Year end, or make (without the consent of the Administrative Agent) any material change in its accounting treatment and reporting practices except as (x) permitted by GAAP and recommended by such Credit Party’s (or such Subsidiary’s) auditors or (y) required by GAAP.

(b)    Amend, modify or change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in any manner materially adverse to the rights or interests of the Administrative Agent or the Lenders.

Section 8.9    Payments and Modifications of Subordinated Indebtedness.

(a)    Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms or provisions of any Subordinated Indebtedness in any respect which would materially and adversely affect the rights or interests of the Administrative Agent and Lenders hereunder.

(b)    Cancel, forgive, make any payment or prepayment on, or redeem or acquire for value (including (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Subordinated Indebtedness, except:

(i)    refinancings, refundings, renewals, extensions or exchange of any Subordinated Indebtedness permitted by Section 8.1(c), (g)(ii) or (i), and by any subordination provisions applicable thereto;

(ii)    payments and prepayments of any Subordinated Indebtedness made solely with the proceeds of Qualified Equity Interests;

(iii)    the payment of interest, expenses and indemnities in respect of Subordinated Indebtedness incurred under Section 8.1(c), (g)(ii) or (i) (other than any such payments prohibited by any subordination provisions applicable thereto); and

(iv)    the payment or prepayment on, or redemption or acquisition for value of Subordinated Debt in an aggregate amount not to exceed the Available Free Cash Flow Amount not otherwise applied pursuant to Section 8.6(d).

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Section 8.10    No Further Negative Pledges; Restrictive Agreements.

(a)    Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien in favor of any Secured Party upon its properties or assets, whether now owned or hereafter acquired, to secure the Secured Obligations, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 8.1(d) or 8.1(e)(provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (iv) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) pursuant to the Commercial Bank Facility and (vi) restrictions and encumbrances on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or on earnest money deposits to sellers in connection with a Permitted Acquisition or Investment permitted hereunder.

(b)    Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party to (i) pay dividends or make any other distributions to any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party or (iii) make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents (including the Intercreditor Agreement), (B) the Commercial Bank Facility, (C) Applicable Law, (D) any agreement or instrument governing Indebtedness of a Foreign Subsidiary permitted under Section 8.1(k) (provided that any such encumbrance or restriction contained therein relates only to such Foreign Subsidiary) and (E) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture (and its assets or Equity Interest issued by such Person) entered into in the ordinary course of business.

(c)    Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) sell, lease or transfer any of its properties or assets to any Credit Party or (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents (including the Intercreditor Agreement), (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(d) or Section 8.1(e) (provided that any such restriction contained therein relates only to the asset or assets acquired in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 8.5) that limit the transfer of such Property pending the consummation of such sale, (G) customary restrictions (including buy/sell provisions) in leases, subleases, licenses and sublicenses, joint venture agreements or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary provisions restricting assignment of any agreement entered into in the ordinary course of business and (I) any agreement or instrument governing Indebtedness of a Foreign Subsidiary permitted under Section 8.1(k) (provided that any such encumbrance or restriction contained therein relates only to such Foreign Subsidiary).

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Section 8.11    Nature of Business. Engage in any business other than the business conducted by the Borrower and its Subsidiaries as of the Closing Date and business activities reasonably related or ancillary thereto or that are reasonable extensions thereof.

Section 8.12    Sale Leasebacks. Directly or indirectly become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an operating lease or a capital lease, of any Property (whether real, personal or mixed), whether now owned or hereafter acquired, (a) which any Credit Party or any Subsidiary thereof has sold or transferred or is to sell or transfer to a Person which is not another Credit Party or Subsidiary of a Credit Party or (b) which any Credit Party or any Subsidiary of a Credit Party intends to use for substantially the same purpose as any other Property that has been sold or is to be sold or transferred by such Credit Party or such Subsidiary to another Person which is not another Credit Party or Subsidiary of a Credit Party in connection with such lease (a “Sale Leaseback Transaction”) unless such Sale Leaseback Transaction is permitted by Section 8.5.

Section 8.13    Financial Covenants.

(a)    Consolidated Secured Leverage Ratio. As of the last day of any fiscal quarter, permit the Consolidated Secured Leverage Ratio to be greater than the ratio set forth opposite such fiscal quarter below;

Fiscal Quarters Ending:	Ratio:
Prior to and including December 31, 2019	2.00:1.00
March 31, 2020 and thereafter	1.50:1.00

provided that the maximum ratios set forth above shall be deemed increased for any period by the MPE to EBITDA Ratio for such period.

(b)    Consolidated Interest Coverage Ratio. Beginning with the fiscal quarter ending September 30, 2018, as of the last day of any fiscal quarter, permit the Consolidated Interest Coverage Ratio to be less than 1.25:1.00.

(c)    Consolidated Asset Coverage Ratio. As of the last day of any fiscal quarter, permit the Consolidated Asset Coverage Ratio to be less than 1.00:1.00.

Section 8.14    Disposal of Subsidiary Interests. Permit any Domestic Subsidiary, other than an Excluded Subsidiary, to be a non-Wholly-Owned Subsidiary except as a result of or in connection with a dissolution, merger, amalgamation, consolidation or disposition permitted by Section 8.4 or 8.5.

ARTICLE IX.DEFAULT AND REMEDIES

Section 9.1    Events of Default. Each of the following shall constitute an Event of Default:

(a)    Default in Payment of Principal of Loans. The Borrower shall default in any payment of principal of any Loan when and as due (whether at maturity, by reason of acceleration or otherwise).

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(b)    Other Payment Default. The Borrower shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or the payment under any other Loan Document, and such default shall continue for a period of three Business Days.

(c)    Misrepresentation. Any representation or warranty made or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, in any other Loan Document, or in any document delivered in connection herewith or therewith that is subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any respect when made or deemed made or any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, any other Loan Document, or in any document delivered in connection herewith or therewith that is not subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any material respect when made or deemed made.

(d)    Default in Performance of Certain Covenants. Any Credit Party or any Subsidiary thereof shall default in the performance or observance of any covenant or agreement contained in (i) Section 7.13 and such default shall continue for a period of 15 days after the earlier of (x) the Administrative Agent’s delivery of written notice thereof to the Borrower and (y) a Responsible Officer of any Credit Party having obtained knowledge thereof and (ii) Sections 7.1, 7.2(a), 7.4 (solely with respect to maintenance of existence of any Credit Party), 7.12, 7.14,7.15,7.17 or 7.18 or Article VIII.

(e)    Default in Performance of Other Covenants and Conditions. Any Credit Party or any Subsidiary thereof shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for in this Section) or any other Loan Document and such default shall continue for a period of 30 days after the earlier of (i) the Administrative Agent’s delivery of written notice thereof to the Borrower and (ii) a Responsible Officer of any Credit Party having obtained knowledge thereof.

(f)    Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) default in the payment of any Indebtedness for borrowed money (other than the Loans) the aggregate principal amount is in excess of the Threshold Amount, or with respect to any Hedge Agreement, failure to pay when due the Hedge Termination Value thereof, if such unpaid Hedge Termination Value is greater than $10,000,000, in either case beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness for borrowed money (other than the Loans or any Hedge Agreement) the aggregate principal amount (including undrawn committed or available amounts) of which is in excess of the Threshold Amount contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness for borrowed money (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness for borrowed money to become due prior to its stated maturity (any applicable grace period having expired).

(g)    Change in Control. Any Change in Control shall occur.

(h)    Voluntary Bankruptcy Proceeding. Any Credit Party or any Subsidiary thereof shall (i) commence a voluntary case under any Debtor Relief Laws, (ii) file a petition seeking to take advantage of any Debtor Relief Laws, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under any Debtor Relief Laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver,

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custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing any of the foregoing.

(i)    Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against any Credit Party or any Subsidiary thereof in any court of competent jurisdiction seeking (i) relief under any Debtor Relief Laws, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for any Credit Party or any Subsidiary thereof or for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue without dismissal or stay for a period of 60 consecutive days, or an order granting the relief requested in such case or proceeding (including an order for relief under such federal bankruptcy laws) shall be entered.

(j)    Failure of Agreements. Any provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on any Credit Party or any Subsidiary thereof party thereto or any such Person shall so state in writing, or any Loan Document shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on, or security interest in, any portion of the Collateral with an aggregate book value greater than $100,000 purported to be covered thereby, in each case other than (x) in accordance with the express terms hereof or thereof, (y) due to any action or inaction of the Administrative Agent and (z) any portion of the Collateral for which no perfection steps are required as described in Section 7.13(d).

(k)    ERISA Events. The occurrence of any of the following events: (i) any Credit Party or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Sections 412 or 430 of the Code, any Credit Party or any ERISA Affiliate is required to pay as contributions thereto and such unpaid amounts are in excess of the Threshold Amount, (ii) a Termination Event with respect to a Pension Plan or (iii) any Credit Party or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer Plan, whether of its own volition or as a result of a plan termination, and the plan sponsor of such Multiemployer Plan notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount that could reasonably be expected to result in a Material Adverse Effect.

(l)    Judgment. A judgment or order for the payment of money which causes the aggregate amount of all such judgments or orders (net of any amounts paid or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) to exceed the Threshold Amount shall be entered against any Credit Party or any Subsidiary thereof by any court and such judgment or order shall continue without having been discharged, vacated or stayed for a period of 60 consecutive days after the entry thereof.

Section 9.2    Remedies. Upon the occurrence and during the continuance of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, take one or more of the following actions:

(a)    Acceleration; Termination of Credit Facility. Terminate the Revolving Credit Commitment and declare the principal of and interest on the Loans at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan

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Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings thereunder; provided that, upon the occurrence of an Event of Default specified in Section 9.1(h) or (i), the Credit Facility shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

(b)    General Remedies. Exercise on behalf of the Secured Parties all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Secured Obligations.

Section 9.3    Rights and Remedies Cumulative; Non-Waiver; etc.

(a)    The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.

(b)    Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.2 for the benefit of all the Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b)  any Lender from exercising setoff rights in accordance with Section 11.4 (subject to the terms of Section 4.6), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 4.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Section 9.4    Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 9.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received on account of the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall, subject to the Intercreditor Agreement, be applied by the Administrative Agent as follows:

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First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and payment obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth payable to them;

Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Section 9.5    Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 3.3, 4.3 and 11.3) allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly

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to the Lenders to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 3.3, 4.3 and 11.3.

Section 9.6    Credit Bidding.

(a)    The Administrative Agent, on behalf of itself and the Secured Parties, shall have the right to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Administrative Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 thereof, or a sale under a plan of reorganization, or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with Applicable Law. Such credit bid or purchase may be completed through one or more acquisition vehicles formed by the Administrative Agent to make such credit bid or purchase and, in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party).

Section 9.7    Lender Action. Each Lender hereby agrees, on behalf of itself and each of its Affiliates that is a Secured Party, that, except as otherwise provided in any Loan Document or with the written consent of the Administrative Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral.

Section 9.8    Intercreditor Agreement. Each of the Lenders from time to time party to this Agreement hereby confirms and reaffirms the irrevocable authority of the Administrative Agent to execute, deliver and act on its behalf in respect of the Intercreditor Agreement, and each duly executed supplement, modification, amendment, restatement or extension thereto. Each Lender agrees to be bound by the terms and provisions of the Intercreditor Agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that no Lender shall have any right individually to enforce the Intercreditor Agreement, it being agreed that all powers, rights and remedies under the Intercreditor Agreement may be exercised solely by the Administrative Agent for the benefit of the Lenders in accordance with the terms thereof. THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS IS SUBJECT TO THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE INTERCREDITOR AGREEMENT, THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

ARTICLE X.THE ADMINISTRATIVE AGENT

Section 10.1    Appointment and Authority.

(a)    Each of the Lenders hereby irrevocably appoints NWFCS to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative

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Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for consent rights of the Borrower set forth in Section 10.6, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, and neither the Borrower nor any Subsidiary thereof shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b)    The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article X for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Articles X and XI (including Section 11.3, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 10.2    Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 10.3    Exculpatory Provisions.

(a)    The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

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

(ii)    shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may

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expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

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

(b)    The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.2 and Section 9.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender.

(c)    The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 10.4    Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 10.5    Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their

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respective activities in connection with the syndication of the Credit Facility as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub‑agents.

Section 10.6    Resignation of Administrative Agent.

(a)    The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower and subject to the consent of the Borrower (provided no Event of Default has occurred and is continuing at the time of such resignation), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)    If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)    With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.3 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken

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or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

Section 10.7    Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 10.8    No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the syndication agents, documentation agents, co-agents, arrangers or bookrunners listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

Section 10.9    Collateral and Guaranty Matters.

(a)    Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion:

(i)    to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Credit Commitment and payment in full of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents (which release may, at the request of the Borrower, be in the form of an authorization by the Administrative Agent to permit a Credit Party to dispose of such Collateral free of the security interest granted to or held by the Administrative Agent for purposes of UCC 9-315), or (C) if approved, authorized or ratified in writing in accordance with Section 11.2;

(ii)    to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 8.2(h); and

(iii)    to release (A) any Credit Party from its obligations under any Loan Documents upon the termination of the Revolving Credit Commitment and payment in full of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) or (B) a Subsidiary Guarantor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary of the Borrower, as a result of a transaction permitted under the Loan Documents.

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Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 10.9. In each case as specified in this Section 10.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 10.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 8.5, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person.

(b)    The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Section 10.10    Secured Hedge Agreements and Secured Cash Management Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 9.4 or any Collateral by virtue of the provisions hereof or of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedge Agreements, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

ARTICLE XI.MISCELLANEOUS

Section 11.1    Notices.

(a)    Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

If to the Borrower:

Clearwater Paper Corporation

601 West Riverside, Suite 1100

Spokane, WA 99201

Attention of: Lloyd A. Fillis, Vice President, Treasury & Tax

Telephone No.: 509-344-5934

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Facsimile No.: 509-342-2595

E-mail: Lloyd.fillis@clearwaterpaper.com

With copies to:

Pillsbury Winthrop Shaw Pittman LLP

4 Embarcadero Center

San Francisco, CA 94111

Attention of: Philip J. Tendler, Esq.

Telephone No.: 415-983-1000

Facsimile No.: 415-983-1200

E-mail: Philip.tendler@pillsburylaw.com

If to NWFCS as
Administrative
Agent:

Northwest Farm Credit Services, PCA
2001 S. Flint Road

PO Box 2515

Spokane, WA 99220-2515
Attention of: Suann Harris
Telephone No.: (800) 838-4374
Facsimile No.: (509) 340-5625

E-mail: suann.harris@northwestfcs.com

With copies to:

Northwest Farm Credit Services, PCA
2001 S. Flint Road

PO Box 2515

Spokane, WA 99220-2515
Attention of: Capital Markets
Telephone No.: (800) 255-1789
Facsimile No.: (509) 340-5300

E-mail: capitalmarkets@northwestfcs.com

If to any Lender:

To the address set forth on the Register

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through

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electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)    Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c)    Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be disbursed.

(d)    Change of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(e)    Platform.

(i)    Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Borrower Materials available to the Lenders by posting the Borrower Materials on the Platform.

(ii)    The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability

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to any Credit Party, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages, losses or expenses (as opposed to actual damages, losses or expenses).

Section 11.2    Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, andany consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided that no amendment, waiver or consent shall:

(a)    without the prior written consent of the Required Revolving Credit Lenders, amend, modify or waive Section 5.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other than Section 5.2, any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so;

(b)    increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender;

(c)    waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or extend the expiration date for any Commitment, in each case without the written consent of each Lender directly and adversely affected thereby;

(d)    reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document; provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(b) during the continuance of an Event of Default;

(e)    change Section 4.6 or Section 9.4 in a manner that would alter the prorata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby;

(f)    except as otherwise permitted by this Section 11.2 change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders,” or “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;

(g)    consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 8.4), in each case, without the written consent of each Lender;

(h)    release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from any Guaranty Agreement (other than as authorized in Section 10.9), without the written consent of each Lender; or

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(i)    release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 10.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender;

providedfurther, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (iii) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time, (iv) any waiver, amendment or modification of this Agreement or the Collateral Agreement that alters the ratable treatment of obligations under any Secured Hedge Agreement or Secured Cash Management Agreement or the definition of “Cash Management Bank”, “Hedge Bank”, “Cash Management Agreement”, “Hedge Agreement” or “Secured Obligations” in each case in a manner adverse to any Hedge Bank or Cash Management Bank with Secured Obligations then outstanding shall require the written consent of such Hedge Bank or Cash Management Bank, as applicable and (iv) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender.

Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including amendments to this Section 11.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 4.13 (including as applicable, (1) to permit the Incremental Term Loans and the Incremental Revolving Credit Increases to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Term Loan Commitments and the Incremental Revolving Credit Increase, as applicable, or outstanding Incremental Term Loans and outstanding Incremental Revolving Credit Increase, as applicable, in any determination of (i) Required Lenders or Required Revolving Credit Lenders, as applicable or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, without the written consent of such affected Lender.

With respect to any matter requiring the approval of each Lender, each Lender directly and adversely affected thereby or other specified Lenders, it is understood that Voting Participants shall have the voting rights specified in Section 11.8(d) as to such matter.

Section 11.3    Expenses; Indemnity.

(a)    Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall pay within 30 days of written demand therefor (accompanied by reasonable supporting documentation) (i) all reasonable and documented out of pocket expenses incurred by the Administrative

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Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for the Administrative Agent and its Affiliates taken as a whole and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for each affected party), in connection with the syndication of the Credit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable and documented fees, charges and disbursements of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for the Administrative Agent and the Lenders taken as a whole and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for each affected party) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b)    Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee within 30 days of written demand therefor (accompanied by reasonable supporting documentation) for, any and all losses, claims (including any Environmental Claims), penalties, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of one primary counsel, and, if reasonably necessary, one local counsel in each relevant jurisdiction for the Indemnitees, taken as a whole and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each affected Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Credit Party), arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including the Transactions), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (B) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (c) relate to any dispute solely among Indemnitees (other than (1)

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any claims against any agent or arranger in its respective capacity or fulfilling its role as an agent or arranger or any similar role hereunder and (2) any claims arising out of any act or omission on the part of the Borrower or its Subsidiaries or Affiliates). This Section 11.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)    Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s prorata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 4.7.

(d)    Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, (i) the Borrower and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof and (ii) the Administrative Agent, any Arranger and each Lender shall not assert, and hereby waives, any claim against any Credit Party or any Subsidiary or any Affiliate thereof, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Notwithstanding the foregoing, nothing in this clause (d) shall limit the Credit Parties’ indemnification obligations to the extent set forth in this Agreement relating to claims of special, indirect, consequential or punitive damages sought by third parties against an Indemnitee.

(e)    Payments. All amounts due under this Section shall be payable within 30 days after demand therefor.

(f)    Survival. Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

Section 11.4    Right of Setoff. Subject to Section 4.6 and Section 9.4, if an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special,

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time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender to or for the credit or the account of the Borrower or any other Credit Party against any and all of the obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 9.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 11.5    Governing Law; Jurisdiction, Etc.

(a)    Governing Law. This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.

(b)    Submission to Jurisdiction. Each of the parties hereto, on behalf of itself and its respective Affiliates irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)    Waiver of Venue. Each of the parties hereto, on behalf of itself and its respective Affiliates irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(d)    Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

Section 11.6    Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 11.7    Reversal of Payments. To the extent any Credit Party makes a payment or payments to the Administrative Agent for the ratable benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the Collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law, other Applicable Law or equitable cause, then, to the extent of such payment or proceeds repaid, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.

Section 11.8    Successors and Assigns; Participations.

(a)    Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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

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(i)    Minimum Amounts.

(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it (in each case with respect to any Credit Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)    in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of either the Revolving Credit Facility or the Term Loan Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth Business Day;

(ii)    Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate classes on a non-prorata basis;

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

(A)    the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or, with respect to Lenders other than Farm Credit Lenders, an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; and provided further, that unless an Event of Default has occurred and is continuing, the Borrower may withhold its consent for an assignment (i) to any Lender, other than a Farm Credit Lender, (ii) that would adversely affect the then prevailing patronage dividend being earned by the Borrower as a member of the assigning Farm Credit Lender, or (iii) to any competitor of the Borrower or affiliate of such competitor (and in each case, the Borrower shall not be deemed to have acted unreasonably in withholding its consent); and

(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the

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Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or, with respect to Lenders other than Farm Credit Lenders, an Approved Fund with respect to such Lender or (ii) the Term Loans to a Person who is not a Lender, an Affiliate of a Lender or, with respect to Lenders other than Farm Credit Lenders, an Approved Fund.

(iv)    Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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

(vi)    No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

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

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.8, 4.9, 4.10, 4.11 and 11.3 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a

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Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section (other than a purported assignment to a natural Person or the Borrower or any of the Borrower’s Subsidiaries or Affiliates, which shall be null and void.)

(c)    Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in Charlotte, North Carolina, a copy of each Assignment and Assumption and each Lender Joinder Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice.

(d)    Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Subsidiaries or Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.3(c) with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and, subject to the paragraph below regarding the rights of Voting Participants, to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.2(b), (c) or (d) that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.9, 4.10 and 4.11 (subject to the requirements and limitations therein, including the requirements under Section 4.11(g) (it being understood that the documentation required under Section 4.11(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 4.12 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 4.10or 4.11, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.12(b) with respect to any

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Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 4.6 as though it were a Lender. For the avoidance of doubt, (a) the sale by any Lender of a participation to any Participant (whether a Voting Participant or otherwise) shall not relieve such Lender of any obligation hereunder and (b) no Voting Participant or other Participant shall have any contractual privity with the Borrower or any Credit Party, or be entitled to directly enforce or direct the Administrative Agent to enforce any of the terms under the Loan Documents, other than such rights that are expressly conferred on a “Participant” as set forth in this Agreement.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Notwithstanding the paragraph above, any Participant that is a Farm Credit Lender that (i) has purchased a participation in a minimum amount of $10,000,000, (ii) has been designated as a voting participant (a “Voting Participant”) in a written notice (a “Voting Participant Notice”) sent by the relevant Lender (including any existing Voting Participant) to the Administrative Agent and the Borrower and (iii) receives, prior to becoming a Voting Participant, the consent of the Administrative Agent and the Borrower (such consent to be required only to the extent and under the circumstances it would be required if such Voting Participant were to become a Lender pursuant to an assignment in accordance with Section 11.8(b) and such consent is not required for an assignment to an existing Voting Participant), shall be entitled to vote as if such Voting Participant were a Lender on all matters subject to a vote by Lenders, and the voting rights of the selling Lender shall be correspondingly reduced, on a dollar-for-dollar basis. Each Voting Participant Notice shall include, with respect to each Voting Participant, the information that would be included by a prospective Lender in an Assignment and Assumption. Notwithstanding the foregoing, each Farm Credit Lender that has purchased a participation and has been designated as a Voting Participant in Schedule 11.8(d) as of the Closing Date shall be a Voting Participant without delivery of a Voting Participation Notification and without the prior written consent of the Administrative Agent or the Borrower. The selling Lender (including any existing Voting Participant) and the purchasing Voting Participant shall notify the Administrative Agent and the Borrower within three (3) Business Days of any termination, reduction or increase of the amount of, such participation. The Administrative Agent shall be entitled to conclusively rely on information contained in Voting Participant Notices and all other notices delivered pursuant hereto. The voting rights of each Voting Participant are solely for the benefit of such Voting Participant and shall not inure to any assignee or participant of such Voting Participant that is not itself a Voting Participant.

(e)    Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or

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assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)    Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

Section 11.9    Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and, by their purchase of a Participation, the Voting Participants agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties in connection with the Credit Facility, this Agreement, the transactions contemplated hereby or in connection with marketing of services by such Affiliate or Related Party to the Borrower or any of its Subsidiaries (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential on substantially the same terms as provided herein), (b) to the extent required or requested by, or required to be disclosed to, any regulatory or similar authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case the Administrative Agent, the applicable Lender shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, in advance, to the extent practicable and lawfully permitted to do so), (c) to the extent required by Applicable Laws pursuant to a subpoena or an order of any court or administrative agency or in any pending legal or administrative proceeding or process (in which case, the Administrative Agent, the applicable Lender shall, to the extent permitted by Applicable Law, inform the Borrower promptly in advance thereof so the Borrower may seek a protective order or take other appropriate action), (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement, under any other Loan Document or under any Secured Hedge Agreement or Secured Cash Management Agreement, or any action or proceeding relating to this Agreement, any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (iii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding the Borrower and its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) on a confidential basis to (i) with the consent of the Borrower, any rating agency in connection with rating the Borrower or its Subsidiaries or the Credit Facility or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Credit Facility, (h) deal terms and other information customarily reported to Thomson Reuters, other bank market data collectors and similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of the Loan Documents, (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative

104

Agent, any Lender or any of their respective Affiliates from a third party that is not, to such Person’s knowledge, subject to confidentiality obligations to the Borrower, (j) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates (in which case, the Administrative Agent, the applicable Lender shall, to the extent permitted by Applicable Law, inform the Borrower promptly in advance thereof so the Borrower may seek a protective order or take other appropriate action), (k) to the extent that such information is independently developed by such Person, or (l) for purposes of establishing a “due diligence” defense. For purposes of this Section, “Information” means all information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender on a nonconfidential basis prior to disclosure by any Credit Party or any Subsidiary thereof. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 11.10    Performance of Duties. Each of the Credit Party’s obligations under this Agreement and each of the other Loan Documents shall be performed by such Credit Party at its sole cost and expense.

Section 11.11    All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated.

Section 11.12    Survival.

(a)    All representations and warranties set forth in Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

(b)    Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XI and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.

Section 11.13    Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

Section 11.14    Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be

105

ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 11.15    Counterparts; Integration; Effectiveness; Electronic Execution.

(a)    Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent and/or the Arranger, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

(b)    Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 11.16    Term of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than contingent indemnification obligations not then due) arising hereunder or under any other Loan Document shall have been indefeasibly and irrevocably paid and satisfied in full and the Revolving Credit Commitment has been terminated. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination.

Section 11.17    USA PATRIOT Act. The Administrative Agent and each Lender hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, each of them is required to obtain, verify and record information that identifies each Credit Party, which information includes the name, address and tax identification number of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the PATRIOT Act.

Section 11.18    Independent Effect of Covenants. The Borrower expressly acknowledges and agrees that each covenant contained in Articles VII or VIII hereof shall be given independent effect. Accordingly, the Borrower shall not engage in any transaction or other act otherwise permitted under any covenant contained in Articles VII or VIII, before or after giving effect to such transaction or act, the Borrower shall or would be in breach of any other covenant contained in Articles VII or VIII.

Section 11.19    No Advisory or Fiduciary Responsibility.

(a)    In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities

106

provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Administrative Agent, the Arrangers and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Administrative Agent, the Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Arranger or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Administrative Agent, the Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

(b)    Each Credit Party acknowledges and agrees that each Lender, the Arrangers and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, the Parent, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger or an Affiliate thereof (or an agent or any other person with any similar role under the Credit Facilities) and without any duty to account therefor to any other Lender, the Arrangers, the Parent, the Borrower or any Affiliate of the foregoing.  Each Lender, the Arrangers and any Affiliate thereof may accept fees and other consideration from the Parent, the Borrower or any Affiliate thereof for services in connection with this Agreement, the Credit Facilities or otherwise without having to account for the same to any other Lender, the Arrangers, the Parent, the Borrower or any Affiliate of the foregoing.

Section 11.20    Inconsistencies with Other Documents. In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, other than the Intercreditor Agreement (which inconsistencies shall be governed by and be subject to Section 9.8), the terms of this Agreement shall control; provided that any provision of the Security Documents which imposes additional burdens on the Borrower or any of its Subsidiaries or further restricts the rights of the Borrower or any of its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

Section 11.21    Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be

107

subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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

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

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

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

(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

[Signature pages to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

CLEARWATER PAPER CORPORATION, as Borrower        

By:     _______________________            

Name:    _______________________

Title:     _______________________

109

AGENTS AND LENDERS:

NORTHWEST FARM CREDIT SERVICES, PCA,

as Administrative Agent and a Lender

By:     _______________________    

Name:    _______________________

Title:     _______________________

110

Annex B

EXHIBIT F

FORM OF OFFICER’S COMPLIANCE CERTIFICATE

Dated as of: _____________    

The undersigned, on behalf of Clearwater Paper Corporation, a Delaware corporation (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:

1.This certificate is delivered to you pursuant to Section 7.2(a)of the Credit Agreement dated as of October 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto and Northwest Farm Credit Services, PCA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

2.I have reviewed the financial statements of the Borrower and its Subsidiaries dated as of_________    and for the ______________________period[s] then ended and such statements fairly present in all material respects the financial position of the Borrower and its Subsidiaries as of the dates indicated and the results of their operations and cash flows for the period[s] indicated, subject to customary year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited financial statements.

3.I have reviewed the terms of the Credit Agreement, and the related Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of the Borrower and its Subsidiaries during the accounting period covered by the financial statements referred to in Paragraph 2above. Such review has not disclosed the existence during or at the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as at the date of this certificate.

4.As of the date of this certificate, the Borrower and its Subsidiaries are in compliance with the financial covenants contained in Section 8.13of the Credit Agreement as shown on the attached Schedule I¹ and the Borrower and its Subsidiaries are in compliance with the other covenants and restrictions contained in the Credit Agreement.

5.As of the date of this certificate, the Consolidated Total Leverage Ratio is [•], as shown on the attached Schedule II².

[Signature Page Follows]

¹ To be in a form reasonably acceptable to the Administrative Agent.

² To be in a form reasonably acceptable to the Administrative Agent.

Annex B 1

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Compliance Certificate as of the day and year first written above.

CLEARWATER PAPER CORPORATION, as

Borrower        

By:     _______________________        

Name:    _______________________

Title:     _______________________

Annex B 2

EX-21

Exhibit (21)

Clearwater Paper Corporation

Subsidiaries

Entity	Jurisdiction of Incorporation or formation	Name Under Which Entity Conducts Business
Cellu Tissue Holdings, Inc.	Delaware	Clearwater Paper Group
Cellu Tissue Corporation – Neenah	Delaware	Clearwater Paper – Neenah
Clearwater Fiber, LLC	Delaware	None
Manchester Industries Inc. of Virginia	Virginia	None

EX-23

Exhibit (23)

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Clearwater Paper Corporation:

We consent to the incorporation by reference in the registration statements (Nos. 333‑156131, 333-156133, 333-156136, 333-172077, and 333-219560) on Form S-8 and the registration statement (No. 333-189092) on Form S-4 of Clearwater Paper Corporation of our reports dated March 18, 2019, with respect to the consolidated balance sheets of Clearwater Paper Corporation and subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 annual report on Form 10‑K of Clearwater Paper Corporation.

Our report dated March 18, 2019, on the effectiveness of internal control over financial reporting as of December 31, 2018, expresses our opinion that Clearwater Paper Corporation did not maintain effective internal control over financial reporting as of December 31, 2018 because of the effect of material weaknesses on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states that material weaknesses have been identified and included in management’s assessment related to an insufficient complement of knowledgeable and experienced resources and inadequate risk assessment with respect to events and transactions outside the ordinary course of business, and, as a result, insufficient controls over the identification and accounting implications of changes to payment arrangements with vendors.

/s/ KPMG LLP

Seattle, Washington

March 18, 2019

EX-24

Exhibit (24)

Power of Attorney

I, the undersigned, appoint Michael S. Gadd or, in his absence or inability to act John D. Hertz or Robert N. Dammarell, my attorney-in-fact for me and in my name, place and stead to execute for me on my behalf in my capacity as a Director of Clearwater Paper Corporation, the Annual Report on Form 10-K of Clearwater Paper Corporation for the fiscal year ended December 31, 2018, to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, and any and all amendments thereto, hereby ratifying, approving and confirming all that any such attorney-in-fact may do by virtue of this Power of Attorney.

IN WITNESS WHEREOF, I have executed this Power of Attorney effective as of March 11, 2019.

     /S/ KEVIN J. HUNT     

DIRECTOR

Power of Attorney

I, the undersigned, appoint Michael S. Gadd or, in his absence or inability to act John D. Hertz or Robert N. Dammarell, my attorney-in-fact for me and in my name, place and stead to execute for me on my behalf in my capacity as a Director of Clearwater Paper Corporation, the Annual Report on Form 10-K of Clearwater Paper Corporation for the fiscal year ended December 31, 2018, to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, and any and all amendments thereto, hereby ratifying, approving and confirming all that any such attorney-in-fact may do by virtue of this Power of Attorney.

IN WITNESS WHEREOF, I have executed this Power of Attorney effective as of March 11, 2019.

    /S/ WILLIAM D. LARSSON    

DIRECTOR

Power of Attorney

I, the undersigned, appoint Michael S. Gadd or, in his absence or inability to act John D. Hertz or Robert N. Dammarell, my attorney-in-fact for me and in my name, place and stead to execute for me on my behalf in my capacity as a Director of Clearwater Paper Corporation, the Annual Report on Form 10-K of Clearwater Paper Corporation for the fiscal year ended December 31, 2018, to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, and any and all amendments thereto, hereby ratifying, approving and confirming all that any such attorney-in-fact may do by virtue of this Power of Attorney.

IN WITNESS WHEREOF, I have executed this Power of Attorney effective as of March 11, 2019.

    /S/ JOHN P. O'DONNELL    

DIRECTOR

Power of Attorney

I, the undersigned, appoint Michael S. Gadd or, in his absence or inability to act John D. Hertz or Robert N. Dammarell, my attorney-in-fact for me and in my name, place and stead to execute for me on my behalf in my capacity as a Director of Clearwater Paper Corporation, the Annual Report on Form 10-K of Clearwater Paper Corporation for the fiscal year ended December 31, 2018, to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, and any and all amendments thereto, hereby ratifying, approving and confirming all that any such attorney-in-fact may do by virtue of this Power of Attorney.

IN WITNESS WHEREOF, I have executed this Power of Attorney effective as of March 11, 2019.

    /S/ ALEXANDER TOELDTE    

DIRECTOR

EX-31

Exhibit (31)

CERTIFICATION

I, Linda K. Massman, certify that:

1. I have reviewed this report on Form 10-K of Clearwater Paper Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 18, 2019	/s/    LINDA K. MASSMAN
	Linda K. Massman
	President and Chief Executive Officer

CERTIFICATION

I, John D. Hertz, certify that:

1. I have reviewed this report on Form 10-K of Clearwater Paper Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 18, 2019	/s/     JOHN D. HERTZ
	John D. Hertz
	Senior Vice President, Finance and Chief Financial Officer

EX-32

Exhibit (32)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Linda K. Massman, President and Chief Executive Officer of Clearwater Paper Corporation (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Annual Report of the Company on Form 10-K for the period ended December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    LINDA K. MASSMAN

Linda K. Massman

President and Chief Executive Officer

March 18, 2019

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John D. Hertz, Senior Vice President, Finance and Chief Financial Officer of Clearwater Paper Corporation (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Annual Report of the Company on Form 10-K for the period ended December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    JOHN D. HERTZ        

John D. Hertz

Senior Vice President, Finance and Chief Financial Officer

March 18, 2019

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 11, 2019	Jun. 30, 2018
Document and Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q4
Trading Symbol	CLW
Entity Registrant Name	CLEARWATER PAPER CORP
Entity Central Index Key	0001441236
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		16,515,156
Entity Public Float			$ 373,866,154

XML

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Net sales	$ 428,707,000	$ 426,460,000	$ 432,099,000	$ 436,952,000	$ 436,716,000	$ 426,504,000	$ 429,663,000	$ 437,525,000	$ 1,724,218,000	$ 1,730,408,000	$ 1,734,763,000
Costs and expenses:
Cost of sales	(382,204,000)	(376,221,000)	(387,154,000)	(392,433,000)	(375,458,000)	(386,762,000)	(381,061,000)	(387,060,000)	(1,538,012,000)	(1,530,341,000)	(1,493,559,000)
Selling, general and administrative expenses	(27,161,000)	(26,283,000)	(26,564,000)	(32,980,000)	(34,891,000)	(34,582,000)	(29,454,000)	(29,955,000)	(112,988,000)	(128,882,000)	(128,195,000)
Gain on divested assets, net	1,008,000	22,944,000	0	0	0	0	0	0	23,952,000	0	1,755,000
Impairment of assets	(195,079,000)	0	0	0	0	0	0	0
Total operating costs and expenses	(603,436,000)	(379,560,000)	(413,718,000)	(425,413,000)	(410,349,000)	(421,344,000)	(410,515,000)	(417,015,000)	(1,822,127,000)	(1,659,223,000)	(1,619,999,000)
(Loss) income from operations	(174,729,000)	46,900,000	18,381,000	11,539,000	26,367,000	5,160,000	19,148,000	20,510,000	(97,909,000)	71,185,000	114,764,000
Interest expense, net									(30,620,000)	(31,374,000)	(30,651,000)
Non-operating pension and other post employment benefit (costs) income											(3,447,000)
Earnings before income taxes									(133,462,000)	40,954,000	80,666,000
Income tax (provision) benefit									(10,305,000)	56,385,000	(31,112,000)
Net (loss) earnings	$ (187,772,000)	$ 34,444,000	$ 6,961,000	$ 2,600,000	$ 80,924,000	$ 863,000	$ 8,037,000	$ 7,515,000	$ (143,767,000)	$ 97,339,000	$ 49,554,000
Net earnings per common share:
Basic (in dollars per share)	$ (11.39)	$ 2.09	$ 0.42	$ 0.16	$ 4.92	$ 0.05	$ 0.49	$ 0.46	$ (8.72)	$ 5.91	$ 2.91
Diluted (in dollars per share)	$ (11.39)	$ 2.08	$ 0.42	$ 0.16	$ 4.88	$ 0.05	$ 0.48	$ 0.45	$ (8.72)	$ 5.88	$ 2.90
Goodwill, Impairment Loss									$ (195,079,000)	$ 0	$ 0

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Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement	$ 0	$ 0	$ 2,116
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax	10,513	7,770	3,795
Net earnings	(143,767)	97,339	49,554
Defined benefit pension and other postretirement employee benefits:
Net (loss) gain arising during the period, net of tax of $(5,717), $2,409, and $248	(16,036)	6,745	379
Amortization of actuarial loss included in net periodic cost, net of tax of $2,397, $1,305, and $1,576	6,759	1,951	2,321
Amortization of prior service credit included in net periodic cost, net of tax of $(440), $(601), and $(669)	1,236	926	1,021
Other comprehensive (loss) income, net of tax	(10,513)	7,770	3,795
Comprehensive income	$ (154,280)	$ 105,109	$ 53,349

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Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Net (loss) gain arising during the period, tax benefit (provision)	$ 5,717	$ (2,409)	$ (248)
Other Comprehensive Income (Loss), Defined Benefit Plan, Adjustment for Settlement or Curtailment Gain (Loss), Tax	0	0	1,366
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Tax	0	0	0
Amortization of actuarial loss included in net periodic cost, tax expense	(2,397)	(1,305)	(1,576)
Amortization of prior service credit included in net periodic cost, tax benefit	$ (440)	$ (601)	$ (669)

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 22,484	$ 15,738
Receivables, net	145,519	142,065
Taxes receivable	6,301	20,282
Inventories	266,244	266,043
Other Assets, Current	3,399	8,661
Total current assets	443,947	452,789
Property, plant and equipment, net	1,269,271	1,050,982
Goodwill	35,074	244,161
Intangible assets, net	24,080	32,542
Other assets, net	15,746	21,778
TOTAL ASSETS	1,788,118	1,802,252
Debt, Current	120,833	155,000
Current liabilities:
Accounts payable and accrued liabilities	321,032	256,621
Current liability for pensions and other postretirement employee benefits	7,430	7,631
Total current liabilities	449,295	419,252
Long-term debt	671,292	570,524
Liability for pensions and other postretirement employee benefits	78,191	72,469
Other long-term obligations	38,977	43,275
Accrued taxes	2,785	2,770
Deferred Tax Liabilities, Gross, Noncurrent	121,182	118,528
Liabilities	1,361,722	1,226,818
Stockholders' equity:
Preferred stock, par value $0.0001 per share, 5,000,000 authorized shares, no shares issued	0	0
Common stock, par value $0.0001 per share, 100,000,000 authorized shares -16,482,345 and 16,447,898 shares issued	2	2
Additional paid-in capital	6,403	1,161
Retained earnings	487,339	618,254
Accumulated other comprehensive loss, net of tax	(67,348)	(43,983)
Total stockholders’ equity	426,396	575,434
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 1,788,118	$ 1,802,252

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001000000	$ 0.0001000000
Preferred stock, authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001000000	$ 0.0001000000
Common stock, authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	16,482,345.000000	16,447,898.000000
Treasury stock, shares (in shares)	0	0

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Condensed Consolidated Statements of Cash Flows $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect	$ 8,209	$ (6,263)	$ 17,391
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	(143,767)	97,339	49,554
Goodwill, Impairment Loss	195,079	0	0
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	101,953	104,990	91,090
Equity-based compensation expense	3,314	3,620	12,385
Deferred taxes	7,084	(40,589)	18,327
Employee benefit plans	(116)	(4,371)	(1,979)
Deferred issuance costs on debt	1,356	1,199	1,242
Gain on divested assets, net	(25,510)	0	0
Disposal of plant and equipment, net	726	4,053	1,381
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities	146	1,750	758
Changes in working capital, net of acquisition	16,200	21,761	(3,462)
Change in taxes receivable, net	13,980	(10,573)	5,142
Other, net	(1,546)	(509)	(1,687)
Net cash flows from operating activities	168,899	178,670	172,751
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(295,708)	(199,748)	(155,349)
Payments to Acquire Businesses, Net of Cash Acquired	0	0	67,443
Net proceeds from divested assets	70,930
Net proceeds from divested assets	70,930	0	0
Payments for (Proceeds from) Other Investing Activities	807	951	286
Net cash flows from investing activities	(223,971)	(198,797)	(222,506)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock	0	(4,875)	(65,327)
Proceeds from Short-term Debt	630,848	298,308	1,273,959
Repayments of Short-term Debt	565,015	278,308	1,138,959
Payments for debt issuance costs	(2,139)	(134)	(1,906)
Payment of tax withholdings on equity-based payment arrangements	(413)	(1,127)	(933)
Other, net	0	0	312
Net cash flows from financing activities	63,281	13,864	67,146
Increase (decrease) in cash, cash equivalents and restricted cash			17,391
Cash, cash equivalents and restricted cash at beginning of period	15,738	23,001
Cash, cash equivalents and restricted cash at end of period	22,484	15,738	23,001
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized	26,134	28,085	26,690
Cash paid for income taxes	3,736	2,684	17,655
Cash received from income tax refunds	14,290	7,638	11,289
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
Changes in accrued property, plant and equipment	42,242	(1,063)	328
Non-cash reclassification of credit facility borrowings to long-term debt	100,000	0	0
Non-cash changes to plant, property, and equipment	1,691	4,241	0
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	24,947	16,738	23,001
Parent Company [Member]
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect	8,209	(2,848)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	(139,968)	99,710	50,773
Goodwill, Impairment Loss	195,079
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	81,812	76,862	68,496
Equity-based compensation expense	3,314	3,620	12,385
Deferred taxes	15,019	(16,957)	18,860
Employee benefit plans	(116)	(4,371)	(1,979)
Deferred issuance costs on debt	1,356		1,242
Gain on divested assets, net	0
Disposal of plant and equipment, net	727	512	(781)
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities	146	1,750	740
Changes in working capital, net of acquisition	24,455	8,776	642
Change in taxes receivable, net	3,607	(5,099)	(1,078)
Other, net	(1,790)	2,585	(1,904)
Net cash flows from operating activities	183,641	168,587	149,830
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(293,766)	(193,864)	(145,579)
Payments to Acquire Businesses, Net of Cash Acquired			67,443
Net proceeds from divested assets	70,930
Payments for (Proceeds from) Other Investing Activities	793	283	250
Net cash flows from investing activities	(222,043)	(193,581)	(212,772)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock		(4,875)	(65,327)
Proceeds from Short-term Debt	630,848	298,308	1,273,959
Repayments of Short-term Debt	565,015	278,308	1,138,959
Payments for debt issuance costs	(2,139)	(134)	(1,906)
Payment of tax withholdings on equity-based payment arrangements	(413)	(1,127)	(933)
Other, net			312
Net cash flows from financing activities	46,611	22,146	76,918
Increase (decrease) in cash, cash equivalents and restricted cash			13,976
Cash, cash equivalents and restricted cash at beginning of period	15,738
Cash, cash equivalents and restricted cash at end of period	22,484	15,738
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	24,947	16,738	19,586
Guarantor Subsidiaries
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect	0	(3,415)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	18,301	11,911	5,331
Goodwill, Impairment Loss	0
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	20,141	28,128	22,594
Equity-based compensation expense	0	0	0
Deferred taxes	(7,935)	(23,632)	605
Employee benefit plans	0	0	0
Deferred issuance costs on debt	0		0
Gain on divested assets, net	(25,510)
Disposal of plant and equipment, net	(1)	3,541	600
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities	0	0	(18)
Changes in working capital, net of acquisition	904	5,529	774
Change in taxes receivable, net	(1)	(5)	(1,405)
Other, net	244	(3,094)	(921)
Net cash flows from operating activities	6,143	22,378	27,596
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(1,942)	(5,884)	(9,770)
Payments to Acquire Businesses, Net of Cash Acquired			0
Net proceeds from divested assets	0
Payments for (Proceeds from) Other Investing Activities	14	668	36
Net cash flows from investing activities	(1,928)	(5,216)	(9,734)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock		0	0
Proceeds from Short-term Debt	0	0	0
Repayments of Short-term Debt	0	0	0
Payments for debt issuance costs	0	0	0
Payment of tax withholdings on equity-based payment arrangements	0	0	0
Other, net			0
Net cash flows from financing activities	(4,215)	(20,577)	(14,447)
Increase (decrease) in cash, cash equivalents and restricted cash			3,415
Cash, cash equivalents and restricted cash at beginning of period	0
Cash, cash equivalents and restricted cash at end of period	0	0
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	$ 0	$ 0	$ 3,415

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Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss
Shares, Outstanding at Dec. 31, 2015		24,193			(6,380)
Beginning Balance at Dec. 31, 2015	$ 474,866	$ 2	$ 340,095	$ 520,307	$ (329,990)	$ (55,548)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	49,554			49,554
Performance share and restricted stock unit awards (in shares)		30
Performance share and restricted stock unit awards	6,985		6,985
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax	3,795					3,795
Purchase of treasury stock (in shares)					1,356
Purchase of treasury stock	(65,327)				$ (65,327)
Shares, Outstanding at Dec. 31, 2016		24,223			(7,736)
Ending Balance at Dec. 31, 2016	469,873	$ 2	347,080	569,861	$ (395,317)	(51,753)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Treasury Stock, Retired, Cost Method, Amount			(351,246)	(48,946)
Net earnings	97,339			97,339	$ 0
Performance share and restricted stock unit awards (in shares)		46
Performance share and restricted stock unit awards	5,327		5,327
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax	7,770					7,770
Purchase of treasury stock (in shares)					85
Purchase of treasury stock	(4,875)				$ (4,875)
Shares, Outstanding at Dec. 31, 2017		16,448			0
Ending Balance at Dec. 31, 2017	$ 575,434	$ 2	1,161	618,254	$ 0	(43,983)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Treasury Stock, Shares, Retired	7,821				7,821
Treasury Stock, Retired, Cost Method, Amount					$ 400,192
Net earnings	$ (143,767)			(143,767)
Performance share and restricted stock unit awards (in shares)		34
Performance share and restricted stock unit awards	5,242		5,242			0
Reclassification of the income tax effects of the Tax Cuts and Jobs Act	(12,900)			12,852		(12,852)
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax	10,513	$ 0			$ 0	(10,513)
Shares, Outstanding at Dec. 31, 2018		16,482			0
Ending Balance at Dec. 31, 2018	$ 426,396	$ 2	$ 6,403	$ 487,339	$ 0	$ (67,348)

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Consolidated Statements of Stockholders' Equity Consolidate Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Accumulated Other Comprehensive Loss
Pension and OPEB, Tax	$ 3,760	$ 3,113	$ 2,521

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Nature of Operations and Basis of Presentation

12 Months Ended

Dec. 31, 2018

Disclosure Nature Of Operations And Basis Of Presentation Additional Information [Abstract]

Nature of Operations and Basis of Presentation

Nature of Operations and Basis of Presentation

Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, parent roll tissue, bleached paperboard and pulp at manufacturing facilities across the nation. The Company is a premier supplier of private label tissue to major retailers and wholesale distributors, including grocery, drug, mass merchants and discount stores. In addition, the Company produces bleached paperboard used by quality-conscious printers and packaging converters, and offers services that include custom sheeting, slitting and cutting. Clearwater Paper's employees build shareholder value by developing strong customer relationships through quality and service.

Unless the context otherwise requires or unless otherwise indicated, references in this report to “Clearwater Paper Corporation,” “we,” “our,” “the Company” and “us” refer to Clearwater Paper Corporation and its subsidiaries.

On December 16, 2016, we acquired Manchester Industries, or Manchester, an independently-owned paperboard sales, sheeting and distribution supplier to the packaging and commercial print industries, for total consideration of $71.7 million. The acquisition of Manchester's customers extends our reach and service platform to small and mid-sized folding carton plants, offering a range of converting services that include custom sheeting, slitting and cutting. Manchester's operations subsequent to the acquisition date are reflected in our financial statements.

On March 31, 2017, we closed our Oklahoma City, Oklahoma converting facility. Notwithstanding the closure, we remain subject to the terms of a long-term master lease applicable to the facility. In October 2017, we transferred to a third party substantially all of the remaining fixed assets and supplies inventory located at this facility and subleased the facility to the third party for the remaining term of the master lease for the facility. In connection with the transfer of fixed assets, we recorded a loss of $4.3 million in the third quarter of 2017 related primarily to the write-down of the transferred assets to their held-for-sale value, and a loss of $3.2 million in the fourth quarter of 2017 related to the execution of the sublease agreement, which is included in “Selling, general and administrative expenses” in our Consolidated Statement of Operations. The sublease agreement is expected to substantially reduce our cash requirements under the master lease over the term of the sublease. In addition to the above amounts, we incurred $7.2 million of closure-related costs associated with the Oklahoma City facility for the twelve months ended December 31, 2017, which is largely included in "Cost of sales" in our Consolidated Statement of Operations.

On August 21, 2018, we sold our Ladysmith, Wisconsin manufacturing facility for net proceeds of approximately $71 million and recorded a related gain on divested assets of $24.0 million in 2018 associated with this sale. See Note 4, "Asset Divestiture" for further discussion.

These consolidated financial statements include the financial condition and results of operations of Clearwater Paper Corporation and its wholly-owned subsidiaries. All intercompany transactions and balances between operations within the company have been eliminated.

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Summary of Significant Accouting Policies

12 Months Ended

Dec. 31, 2018

Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

SIGNIFICANT ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S., which we refer to in this report as GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Significant areas requiring the use of estimates and measurement of uncertainty include determination of valuation for deferred tax assets, uncertain income tax positions, assessment of impairment of long-lived assets and goodwill, assessment of environmental matters, allocation of purchase price and fair value estimates for business combinations, equity-based compensation and pension and postretirement obligation assumptions. Actual results could differ from those estimates and assumptions.

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

We consider all highly liquid instruments with maturities of three months or less to be cash equivalents. Cash that is held by a third party and has restrictions on its availability to us is classified as restricted cash. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the balance sheet that sum to the total of those same amounts shown in our Consolidated Statements of Cash Flows.

	December 31,
(In thousands)	2018		2017		2016
Cash and cash equivalents	$	22,484	$	15,738	$	23,001
Restricted cash included in other assets, net	2,463		1,000		—
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	24,947	$	16,738	$	23,001

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost, including assets acquired under capital lease obligations and any interest costs capitalized, less accumulated depreciation. Depreciation of buildings, equipment and other depreciable assets is determined using the straight-line method. Estimated useful lives generally range from 10 to 40 years for land improvements; 10 to 40 years for buildings and improvements; 5 to 25 years for machinery and equipment; and 2 to 15 years for office and other equipment. Assets we acquire through business combinations have estimated lives that are typically shorter than the assets we construct or buy new.

We review the carrying value of our property, plant and equipment for impairment when events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. An impairment of property, plant and equipment exists when the carrying value is not considered to be recoverable through future undiscounted cash flows from operations and the carrying value of the assets exceeds the estimated fair value.

On August 21, 2018, we simultaneously announced and completed the sale of our Ladysmith, Wisconsin tissue manufacturing facility (the “Ladysmith Facility”) for net proceeds of approximately $71 million. This sale included $26.8 million of net property, plant and equipment.

On March 31, 2017, we closed our Oklahoma City converting facility. For the twelve months ended December 31, 2017, we incurred $14.7 million of costs associated with this announced closure, which includes $3.7 million in accelerated depreciation on certain fixed assets. For the twelve months ended December 31, 2016, we incurred $1.7 million of costs associated with this announced closure, which includes $1.3 million in accelerated depreciation on certain fixed assets.

INTANGIBLE ASSETS

We use estimates in determining and assigning the fair value of the useful lives of intangible assets, the amount and timing of related future cash flows and fair values of the related operations. Our intangible assets have definite lives and are amortized over their estimated useful lives. We assess our intangible assets for impairment annually and when events or changes in circumstances indicate that the carrying amount may not be recoverable.

GOODWILL

Goodwill from an acquisition represents the excess of the cost of a business acquired over the net of the amounts assigned to assets acquired, including identifiable intangible assets and liabilities assumed. We use estimates in determining and assigning the fair value of goodwill, including the amount and timing of related future cash flows and fair values of the related operations. Goodwill is not amortized but is tested for impairment annually as of November 1, as well as any time when events suggest impairment may have occurred. In the event the carrying value of the reporting unit in which our goodwill is assigned exceeds the estimated fair value of that reporting unit, an impairment loss would be recognized to the extent the carrying amount of the reporting unit exceeds its implied fair value.

We recorded $229.5 million of goodwill in connection with our acquisition of Cellu Tissue in December 2010. All of the recorded goodwill was assigned to our Consumer Products segment and reporting unit. As a result of the December 2014 sale of our Consumer Products segment's specialty business and mills, a portion of goodwill was allocated to the divested mills and included in our loss on divested assets. As the result of the August 2018 sale of the Ladysmith, Wisconsin manufacturing facility, a portion of goodwill was allocated to the sale of this business, resulting in a write-off of $14.0 million of goodwill. We recorded $35.1 million of goodwill in connection with our acquisition of Manchester. The goodwill from this acquisition is included in our Pulp and Paperboard segment.

We concluded that the estimated fair value of the Consumer Products reporting unit was less than its carrying value, resulting in a non-cash impairment charge of $195.1 million, which represented the remaining goodwill from our Consumer Products reporting unit. See Note 7, "Goodwill and Intangible Assets" for further discussion.

PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS

The determination of pension plan expense and the requirements for funding our pension plans are based on a number of actuarial assumptions. Three critical assumptions are the discount rate applied to pension plan obligations, the rate of return on plan assets and mortality rates. For other postretirement employee benefit, or OPEB, plans, which provide certain health care and life insurance benefits to qualified retired employees, significant assumptions in determining OPEB income are the discount rate applied to benefit obligations, and mortality rates. We also participate in multiemployer defined benefit pension plans. We make contributions to these multiemployer plans, as well as make contributions to a trust fund established to provide retiree medical benefits for a portion of these employees.

The discount rate used in the determination of pension benefit obligations and pension expense is determined based on a review of long-term high-grade bonds and management's expectations. To determine the expected long-term rate of return on pension assets, we employ a process that analyzes historical long-term returns for various investment categories, as measured by appropriate indices. These indices are weighted based upon the extent to which plan assets are invested in the particular categories in arriving at our determination of a composite expected return.

An increase in the discount rate or the rate of expected return on plan assets, all other assumptions remaining the same, would decrease pension plan expense, and conversely, a decrease in either of these measures would increase plan expense. The actual rates of return on plan assets may vary significantly from the assumptions used because of unanticipated changes in financial markets.

The estimated net loss and prior service cost (credit) for the defined benefit pension and OPEB plans is amortized from accumulated other comprehensive loss into net periodic cost (benefit) in accordance with current accounting guidance.

Net periodic pension and OPEB expenses are included in “Cost of sales” and “Selling, general and administrative expenses” in the Consolidated Statements of Operations. The expense is allocated to all business segments. In accordance with current accounting guidance governing defined benefit pension and other postretirement plans, at December 31, 2018 and 2017, long-term assets are recorded for overfunded single-employer plans and liabilities are recorded for underfunded single-employer plans. The funded status of a benefit plan is measured as the difference between plan assets at fair value and the projected benefit obligation. For underfunded single-employer plans, the estimated liability to be payable in the next twelve months is recorded as a current liability, with the remaining portion recorded as a long-term liability.

INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The determination of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from tax authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate.

REVENUE RECOGNITION

We enter into contracts that can include various combinations of tissue and paperboard products, which are generally distinct and accounted for as separate performance obligations.

Revenue is recognized at a point in time upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Transfer of control typically occurs when the title and risk of loss passes to the customer. Shipping terms generally indicate when title and the risk of loss have passed. Revenue is recognized at shipment for sales when shipping terms are free on board, or FOB, shipping point. For sales where shipping terms are FOB destination, which represents the majority of our shipping terms, revenue is recognized when the goods are received by the customer. Revenue from both domestic and foreign sales of our products can involve shipping terms of either FOB shipping point or FOB destination or other shipping terms, depending upon the sales agreement with the customer. We have elected to treat shipping and handling costs for FOB shipping point contracts as a fulfillment cost, not as a separate performance obligation. No revenue is recognized over time. We typically expense incremental direct costs of obtaining a contract (sales commissions) when incurred because the amortization period is generally 12 months or less. We have also elected to use the practical expedient to not disclose unsatisfied or partially satisfied performance obligations as we have no unsatisfied contracts where the remaining portions are expected to be satisfied in a period greater than one year.

We provide for trade promotions, customer cash discounts, customer returns and other deductions as reductions to net sales, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. Revenue net of returns and credits is only recognized to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Significant judgment is required to determine the most probable amount of variable consideration to apply as a reduction to net sales. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Payment terms and conditions vary by contract type. Terms generally include a requirement of payment within 30 days, and do not include a significant financing component.

Trade accounts receivable are stated at the amount we expect to collect. Trade accounts receivable do not bear interest. The allowance for doubtful accounts is our best estimate of the losses we expect will result from the inability of our customers to make required payments. We generally determine the allowance based on a combination of actual historical write-off experience and an analysis of specific customer accounts. As of December 31, 2018 and 2017, we had allowances for doubtful accounts of $1.5 million and $1.4 million, respectively. Bad debt expense, net, charged to selling, general and administrative expenses during 2018, 2017 and 2016 was $0.4 million, $0.2 million, and $0.7 million, respectively. All other activity impacting the allowance for doubtful accounts was immaterial for all periods.

We had one customer in the Consumer Products segment, the Kroger Company, that accounted for approximately 11.1% of our total company net sales in 2018, approximately 15.3% of our total company net sales in 2017, and approximately 13.4% of our total company net sales in 2016.

Refer to Note 19, "Segment Information," for further information, including the disaggregation of revenue by segment, primary geographical market, and major product type.

ACCOUNT PURCHASE AGREEMENT

In June 2018, we entered into an agreement (the “Account Purchase Agreement”) to offer to sell, on a revolving and discounted basis, certain trade accounts receivable balances to an unrelated third-party financial institution. If the financial institution purchases receivables thereunder, in its sole discretion, such transfers are accounted for as sales of receivables resulting in the receivables being de-recognized from our Consolidated Balance Sheet. The Account Purchase Agreement provides for the continuing sale of certain receivables on a revolving basis until June 2020 and automatically renews for successive one year terms, unless either party elects to terminate the Account Purchase Agreement in accordance with its terms. The maximum amount of receivables that may be sold at any time, prior to the settlement thereof, is $60.0 million

For the second, third and fourth quarters of 2018, $22.0 million, $23.4 million, and $23.4 million of receivables were sold under the Account Purchase Agreement, respectively. As of December 31, 2018, $14.5 million of accounts receivable sold under the Asset Purchase Agreement were outstanding. The proceeds from these sales of receivables are included within the change in receivables in the operating activities section of the Consolidated Statements of Cash Flows. For the year ended December 31, 2018, we recorded factoring expense on sales of receivables of $0.2 million, which is included in the "Selling, general and administrative expenses" line in the Consolidated Statement of Operations.

We have no retained interest in the receivables sold under the Account Purchase Agreement, however, we do have servicing responsibilities for the sold receivables. The fair value of the servicing arrangement was not material to the financial statements.

SUPPLY-CHAIN FINANCING

The Company has entered into supply-chain financing programs with financial intermediaries, which provide certain of our vendors the option to be paid by the financial intermediaries on our trade payables earlier than the due date on the applicable invoice.  When a vendor receives an early payment on a trade payable it invoiced us for from a financial intermediary, we pay that financial intermediary the face amount of the invoice on the regularly scheduled due date.  If we reimburse these vendors for certain fees they may incur in connection with receiving an early payment on an invoice, the amount of such invoice that would have otherwise been included in our trade payables is included in our short term debt.  As of December 31, 2018, and December 31, 2017, $20.8 million and $0 million, respectively, was included in “Short-term debt” on our Consolidated Balance Sheets related to invoices for which we had reimbursed our vendors’ fees.

ENVIRONMENTAL

As part of our corporate policy, we have an ongoing process to monitor, report on and comply with environmental requirements. Based on this ongoing process, accruals for environmental liabilities that are not within the scope of specific authoritative guidance related to accounting for asset retirement obligations or conditional asset retirement obligations are established in accordance with guidance related to accounting for contingencies. We estimate our environmental liabilities based on various assumptions and judgments, the specific nature of which varies in light of the particular facts and circumstances surrounding each environmental liability. These estimates typically reflect assumptions and judgments as to the probable nature, magnitude and timing of required investigation, remediation and monitoring activities and the probable cost of these activities. Currently, we are not aware of any material environmental liabilities and have accrued only for specific costs related to environmental matters that we have determined are probable and for which an amount can be reasonably estimated. Fees for professional services associated with environmental and legal issues are expensed as incurred.

STOCKHOLDERS’ EQUITY

On December 15, 2015, we announced that our Board of Directors had approved a stock repurchase program authorizing the repurchase of up to $100 million of our common stock. The repurchase program authorizes purchases of our common stock from time to time through open market purchases, negotiated transactions or other means, including accelerated stock repurchases and 10b5-1 trading plans in accordance with applicable securities laws and other restrictions. We have no obligation to repurchase stock under this program and may suspend or terminate the program at any time. In total, we have repurchased 1,440,696 shares of our outstanding common stock pursuant to the repurchase program, of which 84,750 shares were repurchased during 2017 at an average price of $57.53 per share. We did not repurchase shares during 2018. As of December 31, 2018, we had up to $29.8 million of authorization remaining pursuant to this stock repurchase program.

During 2017, we retired 7,821,005 treasury shares. The impact of this retirement was reflected within the stockholders' equity line items on our Consolidated Balance Sheet.

DERIVATIVES

We had no activity during the years ended December 31, 2018, 2017 and 2016 that required hedge or derivative accounting treatment. However, to partially mitigate our exposure to market risk for changes in utility commodity pricing, we use firm price contracts to supply a portion of the natural gas requirements for our manufacturing facilities. As of December 31, 2018, these contracts covered approximately 14% of the expected average monthly requirements for 2019, including approximately 12% of the expected average monthly requirements for the first quarter. For the years ended December 31, 2018, 2017 and 2016, approximately 29%, 28%, and 45%, respectively, of our natural gas volumes were supplied through firm price contracts. These contracts qualify for treatment as “normal purchases or normal sales” under authoritative guidance and thus require no mark-to-market adjustment.

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Recently Adopted and New Accounting Standards

12 Months Ended

Dec. 31, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recently Adopted and Prospective Accounting Standards

Recently Adopted and New Accounting Standards

Recently Adopted

In February 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income to allow for reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (Act). This ASU also requires certain disclosures about stranded tax effects. We adopted this standard on January 1, 2018, which resulted in the reclassification of $12.9 million between retained earnings and accumulated other comprehensive loss (AOCL), increasing retained earnings and AOCL within the equity section of our Consolidated Balance Sheet.

In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The ASU was effective prospectively for annual periods beginning after December 15, 2017, including interim periods within those annual periods. We adopted this standard on January 1, 2018. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The standard requires that an employer disaggregate the service cost component, presented within the "Cost of sales" and "Selling, general, and administrative" line items on our Consolidated Statements of Operations, from the other components of net periodic cost (benefit), which are now presented within the "Non-operating pension and other postretirement benefit (costs) income" line item in our Consolidated Statements of Operations. We adopted the standard effective January 1, 2018, which resulted in the retrospective presentation in the income statement of the disaggregated components and the prospective changes to the capitalized portion of both service cost and the other components within inventory. The adoption did not have a material impact on our consolidated financial statements. Refer to Note 13, "Savings, Pension and Other Postretirement Employee Benefit Plans," for further information, including the amounts associated with the reclassification of the components of net periodic cost as operating and non-operating.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires entities to show the changes in cash, cash equivalents, and restricted cash in the statement of cash flows. In addition, transfers between cash, cash equivalents, and restricted cash are no longer reported as cash flow activities in the statement of cash flows. The ASU was effective for public business entities for fiscal years beginning after December 15, 2017, and we adopted this standard in 2018. As a result of adopting this standard, "Net cash flows from operating activities" and "Increase (decrease) in cash, cash equivalents, and restricted cash" line items on our Consolidated Statements of Cash Flows increased $1.5 million and $1.0 million for the years ended December 31, 2018 and 2017, respectively. There was no impact to our Consolidated Statements of Cash Flows for the year ended December 31, 2016.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of the new standard is for companies to recognize revenue in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration, or payment, to which the company expects to be entitled in exchange for those goods or services. The standard requires enhanced disclosures about revenue, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. We adopted the new revenue guidance effective January 1, 2018 using the cumulative effect method, and did not have an adjustment to retained earnings upon adoption. The standard was applied to open contracts at the date of initial application. Aside from expanded disclosures, the adoption of Topic 606 did not have a material impact on our consolidated financial statement line items, processes, or internal controls. Refer to Note 2, "Summary of Significant Accounting Policies," for information about the basis of revenue recognition, and Note 19, "Segment Information," for further information including the disaggregation of revenue by segment, primary geographical market, and major product type.

New Accounting Standards

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This ASU requires capitalization of certain implementation costs incurred in a cloud computing arrangement that is a service contract. Amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and for interim periods therein, with early adoption permitted. We are currently assessing the timing of our adoption of this ASU and do not believe it will have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20), which modifies the disclosure requirements for defined benefit and other postretirement plans. This ASU eliminates certain disclosures associated with accumulated other comprehensive income, plan assets, related parties, and the effects of interest rate basis point changes on assumed health care costs, with other disclosures being added to address significant gains and losses related to changes in benefit obligations. This ASU also clarifies disclosure requirements for projected benefit and accumulated benefit obligations. The amendments in this ASU are effective for fiscal years ending after December 15, 2020, with early adoption permitted and adoption on a retrospective basis for all periods presented required. We are currently assessing the timing of our adoption of this ASU and do not believe it will have a material impact on our consolidated financial statements beyond updating footnote disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and subsequent ASUs related to Topic 842, which requires substantially all leases be recognized on the balance sheet as a right-of-use (ROU) asset and a corresponding lease liability. Leases will be classified as operating or finance. The new guidance requires additional disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. We adopted this standard on January 1, 2019 using the modified retrospective transition approach at the January 1, 2019 effective date. Consequently, financial information in prior periods was not restated. We elected the ‘package of practical expedients’ which permits us to not reassess our prior conclusions related to lease identification, lease classification, and initial direct costs. We did not elect the use of hindsight. As an accounting policy election, we will exclude short-term leases (term of 12 months or less) from the balance sheet presentation and will account for non-lease and lease components as a single lease component for most asset classes. We are finalizing the evaluation of the January 1, 2019 impact and estimate a material increase of lease-related assets and liabilities ranging from approximately  $80 million to $90 million in the Consolidated Balance Sheets. The impact to our Consolidated Statements of Operations and Cash Flows is not expected to be material.

We reviewed all other new accounting pronouncements issued in the period and concluded that they are not applicable to our business.

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Business Combinations (Notes)

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Asset divestiture [Text Block]

4 Asset Divestiture

On August 21, 2018, we simultaneously announced and completed the sale of our Ladysmith Facility for net cash proceeds of approximately $71 million. We assessed the sale of this location under the relevant authoritative accounting guidance related to discontinued operations reporting and concluded that this divestiture of assets does not qualify for discontinued operations reporting as the Ladysmith Facility does not represent either a strategic shift in the Consumer Products segment, nor does it represent a major impact on our operations and financial results.

In total, $24.0 million was recorded as "Gain on divested assets" and included as a component of operating income within our Consolidated Statement of Operations for the year ended December 31, 2018, as well as a component of our Consumer Products segment's operating income as disclosed in Note 19, “Segment Information.” Among other offsets, the net gain on divested assets included a $14.0 million write-off of goodwill. Consistent with authoritative guidance, the goodwill was allocated to our divested assets by estimating the fair value of the Ladysmith Facility compared to the estimated fair value of the Consumer Products reporting unit, which was then used to estimate the percentage of goodwill to allocate to the sale of this business. In addition, "Gain on divested assets" within our Consolidated Statement of Operations included a $0.9 million intangible asset write-off related to certain identifiable customer relationship intangibles associated with the divested mill. Both the goodwill and intangible asset charges are discussed further in Note 7, “Goodwill and Intangible Assets."

In total, $34.0 million of book value of assets were sold, consisting primarily of $26.8 million of property, plant and equipment and $3.4 million of inventory. As a result of this sale, we recorded working capital and indemnity contingencies of $1.1 million and $1.4 million, respectively, in the third quarter of 2018. In the fourth quarter of 2018, the working capital contingency was settled, and we received $1.2 million as a result of the settlement, which is included in the "Gain on divested assets" amount discussed above. As of December 31, 2018, $1.4 million of restricted cash associated with the indemnity contingency is included in "Other assets, net" on our December 31, 2018 Consolidated Balance Sheet.

Business Combination Disclosure [Text Block]

Business Combinations

On December 16, 2016, we acquired Manchester Industries for total consideration of $71.7 million. The purchase price included a $67.5 million cash payment, after adjusting for a working capital closing adjustment of $0.7 million, as well as $4.2 million in net liabilities effectively settled. The acquisition was financed with existing cash and proceeds from our revolving credit facilities. The acquisition resulted in the recognition of $35.1 million of goodwill, which is not deductible for tax purposes. Manchester's operations are included in our Pulp and Paperboard segment.

Goodwill recorded in the acquisition of Manchester was based on the purchase price allocation. We allocated the purchase price to the net assets of Manchester Industries acquired in the acquisition based on our estimates of the fair value of assets and liabilities as follows:

(in thousands)	Amount
Current assets	$	22,046
Property, plant and equipment	6,967
Goodwill	35,074
Intangible assets	25,472
Assets acquired	89,559
Current liabilities	5,403
Deferred tax liabilities	12,491
Liabilities assumed	17,894
Net assets acquired	$	71,665

We estimated the fair value of the assets and liabilities of Manchester utilizing information available at the time of acquisition. We considered outside third-party appraisals of the tangible and intangible assets to determine the applicable fair market values. In the fourth quarter of 2017, we completed the collection of information necessary to complete our determination of the fair values included in the purchase price in association with the final tax basis of acquired intangible assets and fixed assets used in the determination of deferred tax liabilities at the acquisition date. As a result, the deferred tax liabilities and goodwill associated with this acquisition were reduced by $0.1 million.

All costs associated with advisory, legal and other due diligence-related services performed in connection with acquisition-related activity are expensed as incurred. These costs were $0.2 million and $2.7 million for 2017 and 2016, respectively, and were recorded as selling, general and administrative expenses on our Consolidated Statements of Operations.

No supplemental pro-forma information is presented for the acquisition due to the immaterial pro-forma effect of the acquisition on our results of operations for 2016.

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Inventories

12 Months Ended

Dec. 31, 2018

Inventory Disclosure [Abstract]

Inventories

Inventories

	December 31,
(In thousands)	2018		2017
Pulp, paperboard and tissue products	$	159,499	$	165,281
Materials and supplies	86,892		85,987
Logs, pulpwood, chips and sawdust	19,853		14,775
	$	266,244	$	266,043

At December 31, 2018, our inventories are stated at the lower of net realizable value or current average cost using the average cost method.

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

	December 31,
(In thousands)	2018			2017
Machinery and equipment	$	2,161,306		$	2,124,701
Buildings and improvements	381,071			340,042
Land improvements	84,525			49,908
Office and other equipment	49,980			46,467
Land	10,756			11,726
Construction in progress	273,291			114,424
	$	2,960,929		$	2,687,268
Less accumulated depreciation and amortization	(1,691,658		)	(1,636,286		)
	$	1,269,271		$	1,050,982

The December 31, 2018 and 2017 buildings and improvements and machinery and equipment combined balances include $26.1 million and $24.4 million, respectively, associated with capital leases.

Depreciation expense, including amounts associated with capital leases, totaled $94.4 million, $97.0 million and $86.1 million in 2018, 2017 and 2016, respectively. Depreciation expense for the twelve months ended December 31, 2017 includes accelerated depreciation of $3.7 million associated with the Oklahoma City facility closure. For 2018, 2017, and 2016, we capitalized $9.0 million, $4.6 million and $2.3 million, respectively, of interest expense associated with the construction of a paper machine at our Shelby, North Carolina consumer products facility and the continuous pulp digester at our Lewiston, Idaho pulp and paperboard mill.

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Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

As of December 31, 2018 and December 31, 2017, we had $35.1 million and $244.2 million, respectively, of goodwill included on our Consolidated Balance Sheets. Goodwill is not amortized but tested for impairment annually as of each November 1st and at any time when events suggest impairment may have occurred, such as a significant adverse change in the business climate or a sustained drop in the company’s market capitalization. If the carrying amount of a reporting unit exceeds the estimated fair value of that reporting unit, a goodwill impairment loss is recognized equal to the excess of the reporting unit’s carrying amount of over its estimated fair value.

In late April 2018, we experienced a significant decrease in our market capitalization after announcing lower first quarter financial results and a reduced second quarter sales outlook for our Consumer Products reporting unit. We identified this as a triggering event and tested the goodwill allocated to this reporting unit for impairment as of May 31, 2018. To determine the fair value of the Consumer Products reporting unit, we used a discounted cash flow methodology utilizing our most recent financial projections that take into account a variety of factors including industry and market conditions. Compared to the previous projections utilized during the November 1, 2017 impairment test, our estimates as of May 31, 2018 did not show significant adverse changes to the reporting unit’s projected operating results for future periods. As a result, we determined that the fair value of the reporting unit exceeded its carrying value as of that testing date.

In August 2018, we sold our Ladysmith, Wisconsin tissue manufacturing facility for net cash proceeds of approximately $71 million. In connection with the sale, we recorded a $14.0 million write-off of goodwill of the Consumer Products reporting unit. Consistent with authoritative guidance, the goodwill was allocated to our divested assets by estimating the fair value of the Ladysmith facility compared to the estimated fair value of the Consumer Products reporting unit, which was then used to estimate the amount of goodwill to allocate to the sold business.

We conducted our annual impairment test as of the November 1, 2018 measurement date and concluded, in connection with the preparation of our 2018 financial statements, that the estimated fair value of the Consumer Products reporting unit was below the carrying value of the reporting unit, resulting in a non-cash impairment charge of $195.1 million. This amount represents the remaining goodwill associated with our Consumer Products reporting unit that was originally recorded as the result of our acquisition of Cellu Tissue Holdings, Inc. in 2010.

To determine the fair value of the Consumer Products reporting unit, we used the same discounted cash flow methodology utilized in the May 2018 and November 2017 goodwill impairment tests. Our most recent estimates for 2019 and future years were based on market data obtained in the fall of 2018 indicating that in 2019 and future years, we expect lower pricing for certain tissue products, lower converted case sales volumes, a higher mix of parent roll sales, and increased transportation and pulp costs compared to the financial projections used in May 2018. In light of the weakened market outlook, our forecast yielded a fair value less than the carrying value of the Consumer Products reporting unit, resulting in the impairment of goodwill. We also performed an overall reconciliation to corroborate the estimated fair value from the income approach to our overall market capitalization as of the November 1, 2018 measurement date.

As of the November 1, 2018 measurement date, the fair value of our Pulp and Paperboard reporting unit was clearly in excess of its carrying value, so no goodwill associated with this reporting unit has been written down.

In prior years, we performed our annual goodwill impairment tests at November 1, 2017 and 2016 and determined that the estimated fair value of the Consumer Products and Pulp and Paperboard reporting units exceeded their respective carrying amounts. As a result, no impairment charges were recorded during 2017 and 2016.

Changes in the carrying value of goodwill are as follows:

(Dollars in thousands)	December 31, 2018			December 31, 2017
Balance at beginning of year	$	244,161		$	244,283
Impairment of goodwill	(195,079		)	—
Write-down of goodwill due to Ladysmith sale	(14,008		)	—
Acquisition accounting adjustment	—			(122		)
Balance at end of year	$	35,074		$	244,161
Goodwill by segment
Consumer products	$	—		$	209,087
Pulp and paperboard	35,074			35,074
Total goodwill	$	35,074		$	244,161

Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 5 to 10 years. Authoritative guidance under ASC 360, Property, Plant and Equipment, requires that the carrying amount of a long-lived asset with a definite life that is held-for-use be evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset’s carrying amount.

We assessed our definite-lived intangible assets for impairment in 2018 and 2017 and concluded that their carrying amounts were recoverable and that no further testing was necessary. We do not have any indefinite-lived intangible assets recorded from acquisitions.

Intangible assets at the balance sheet dates are comprised of the following:

	December 31, 2018
(Dollars in thousands, lives in years)	Weighted Average Useful Life	Historical Cost		Accumulated Amortization			Net Balance
Customer relationships	9.4	$	56,453	$	(35,469	)	$	20,984
Trade names and trademarks	7.4	6,786		(4,029		)	2,757
Other intangibles	6.0	572		(233		)	339
Total intangible assets		$	63,811	$	(39,731	)	$	24,080

	December 31, 2017
(Dollars in thousands, lives in years)	Weighted Average Useful Life	Historical Cost		Accumulated Amortization			Net Balance
Customer relationships	9.3	$	62,401	$	(34,061	)	$	28,340
Trade names and trademarks	7.4	6,786		(3,000		)	3,786
Non-compete agreements	5.0	574		(574		)	—
Other Intangibles	6.0	572		(156		)	416
Total intangible assets		$	70,333	$	(37,791	)	$	32,542

As of December 31, 2018, estimated future amortization expense related to intangible assets is as follows (in thousands):

Years ending December 31,	Amount
2019	$	7,140
2020	3,246
2021	2,917
2022	2,217
2023	2,140
Thereafter	6,420
Total	$	24,080

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Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

(Loss) earnings before income taxes is comprised of the following amounts:

	For The Years Ended December 31,
(In thousands)	2018			2017		2016
United States	$	(133,462	)	$	40,954	$	80,666

The income tax provision (benefit) is comprised of the following:

	For The Years Ended December 31,
(In thousands)	2018		2017			2016
Current
Federal	$	1,073	$	(16,729	)	$	7,434
State	2,148		933			5,351
Total current	3,221		(15,796		)	12,785
Deferred
Federal	3,569		(36,810		)	15,573
State	3,515		(3,779		)	2,754
Total deferred	7,084		(40,589		)	18,327
Income tax provision (benefit)	$	10,305	$	(56,385	)	$	31,112

The income tax provision or benefit differs from the amount computed by applying the statutory federal income tax rate of 21.0% in 2018 and 35.0% in 2017 and 2016 to earnings before income taxes due to the following:

	For The Years Ended December 31,
(In thousands)	2018			2017			2016
Tax at the statutory rate	$	(28,027	)	$	14,334		$	28,233
Goodwill impairment	40,966			—
Federal rate change	—			(70,055		)	—
State and local taxes, net of federal income tax impact	4,433			(1,201		)	3,046
Federal credits and net operating losses	(10,889		)	(3,158		)	(2,850		)
Stock compensation	712			2,207			—
Other, net1	3,110			1,488			2,683
Income tax provision (benefit)	$	10,305		$	(56,385	)	$	31,112

¹  Includes $2.9 million of expense associated with the write-off of goodwill as part of our divestiture discussed in Note 4, "Asset Divestiture" for the year ended December 31, 2018.

During 2018, the valuation allowance for deferred tax assets remained comparable to the prior year. In 2017, the valuation allowance for deferred tax assets decreased by $0.7 million compared to 2016.

In March 2016 the FASB issued ASU 2016-09, Improvements to Employee Share Based Payment Accounting. We adopted the standard during the first quarter of 2017. The standard requires all excess tax benefits and deficiencies to be recognized as income tax expense or benefit discretely in the reporting period in which they occur. During 2018 and 2017, we recognized tax expense of $0.7 million and $2.2 million, respectively, for stock based compensation.

We use the flow-through method to account for investment tax credits earned on eligible expenditures. Under this method, the investment tax credits are recognized as a reduction to income tax expense in the year they are earned. During 2018 and 2017, we recognized a benefit of $10.0 million and $2.4 million, respectively, related to energy investment tax credits.

The tax effects of significant temporary differences creating deferred tax assets and liabilities at December 31 were:    

(In thousands)	2018			2017
Deferred tax assets:
Employee benefits	$	4,202		$	3,940
Postretirement employee benefits	15,850			17,132
Incentive compensation	4,338			5,194
Inventories	6,227			7,959
Pensions	7,380			2,516
State credit carryforwards	10,705			11,752
State net operating losses	1,987			3,088
Other	5,562			1,949
Total deferred tax assets	$	56,251		$	53,530
Valuation allowance	(3,764		)	(3,733		)
Deferred tax assets, net of valuation allowance	$	52,487		$	49,797
Deferred tax liabilities:
Plant and equipment	$	(161,832	)	$	(153,885	)
Intangible assets	(5,643		)	(7,577		)
Total deferred tax liabilities	(167,475		)	(161,462		)
Net deferred tax liabilities	$	(114,988	)	$	(111,665	)

Net deferred tax assets (liabilities) consist of:

(In thousands)	2018			2017
Non-current deferred tax assets1	$	6,194		$	6,863
Non-current deferred tax liabilities	(121,182		)	(118,528		)
Net non-current deferred tax liabilities	(114,988		)	(111,665		)
Net deferred tax liabilities	$	(114,988	)	$	(111,665	)

¹  Included in "Other assets, net" on our accompanying December 31, 2018 and 2017 Consolidated Balance Sheets.

Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and our effective tax rate in the future. On December 22, 2017, the United States government enacted the Tax Cuts and Jobs Act which significantly impacted our financial statements. For the year ended December 31, 2017, we recorded a tax benefit for the impact of the Act of approximately $70 million which represents the remeasurement of our net deferred tax liabilities.

We have net investment tax credits associated with state jurisdictions totaling $8.9 million, which expire between 2019 and 2037.

The following presents a roll forward of our unrecognized tax benefits and associated interest and penalties, $2.8 million of which is included in the "Accrued taxes" line item in non-current liabilities in our Consolidated Balance Sheets. The remaining $0.6 million consists of certain tax attributes that are uncertain.

(In thousands)	Gross Unrecognized Tax Benefits, Excluding Interest and Penalties			Interest and Penalties			Total Gross Unrecognized Tax Benefits
Balance at December 31, 2016	$	4,903		$	237		$	5,140
Change in prior year tax positions	(1,149		)	48			(1,101		)
Change in current year tax positions	320			—			320
Balance at December 31, 2017	$	4,074		$	285		$	4,359
Change in prior year tax positions	(560		)	61			(499		)
Reductions as a result of a lapse of the applicable statute of limitations	(645		)	(56		)	(701		)
Change in current year tax positions	280			—			280
Balance at December 31, 2018	$	3,149		$	290		$	3,439

Unrecognized tax benefits net of related deferred tax assets at December 31, 2018, if recognized, would favorably impact our effective tax rate by decreasing our tax provision by $2.8 million. For each of the years ended December 31, 2017 and 2016, if recognized, the balance of unrecognized tax benefits would favorably impact our effective tax rate by $3.6 million and $4.1 million, respectively. We reflect accrued interest related to tax obligations, as well as penalties, in our provision for income taxes. For each of the years ended December 31, 2018, 2017, and 2016, we accrued interest of less than $0.1 million each year in our income tax provision. We recorded no penalties in the years ended December 31, 2018, 2017, and 2016.

The company has certain state benefits related to filing positions taken which have not been recognized on the balance sheet. Although the uncertain tax position was not reflected in the balance sheet as a recorded liability, it is disclosed in the tabular roll forward for unrecognized tax benefits.

We have operations in many states within the U.S. and are subject, at times, to tax audits in these jurisdictions. With a few exceptions, we are no longer subject to U.S. federal, state and local, or foreign income tax examinations by tax authorities for years prior to 2015. We expect that the outcome of any examination will not have a material effect on our consolidated financial statements. Although the timing of resolution of audits is not certain, we evaluate all audit issues in the aggregate, along with the expiration of applicable statutes of limitations, and estimate that it is reasonably possible the total gross unrecognized tax benefits could decrease by approximately $0.7 million within the next 12 months.

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Accounts Payable and Accrued Liabilities

12 Months Ended

Dec. 31, 2018

Accounts Payable and Accrued Liabilities [Abstract]

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

	December 31,
(In thousands)	2018		2017
Trade accounts payable	$	228,059	$	169,293
Accrued wages, salaries and employee benefits	41,426		41,979
Accrued interest	14,672		12,723
Accrued discounts and allowances	8,143		7,283
Accrued taxes other than income taxes payable	6,243		6,907
Accrued utilities	6,934		6,759
Other	15,555		11,677
	$	321,032	$	256,621

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Debt

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Debt

Debt

$300 MILLION SENIOR NOTES DUE 2025

On July 29, 2014 we issued $300 million aggregate principal amount of senior notes, which we refer to as the 2014 Notes. The 2014 Notes mature on February 1, 2025, have an interest rate of 5.375% and were issued at their face value. The issuance of these notes generated net proceeds of approximately $298 million after deducting offering expenses.

The 2014 Notes are guaranteed by all of our direct and indirect domestic subsidiaries. The 2014 Notes will also be guaranteed by each of our future direct and indirect domestic subsidiaries that do not constitute an immaterial subsidiary under the indenture governing the 2014 Notes. The 2014 Notes are equal in right of payment with all other existing and future unsecured senior indebtedness and are senior in right of payment to any future subordinated indebtedness. The 2014 Notes are effectively subordinated to all of our existing and future secured indebtedness, including borrowings under our secured revolving credit facilities, which are secured by certain of our accounts receivable, inventory and cash. The terms of the 2014 Notes limit our ability and the ability of any restricted subsidiaries to incur certain liens, engage in sale and leaseback transactions and consolidate, merge with, or convey, transfer or lease substantially all of our or their assets to another person.

We may, on any one or more occasions, redeem all or a part of the 2014 Notes, upon not less than 30 days nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the 2014 Notes redeemed, plus the applicable premium as of, and accrued and unpaid interest, if any, to the date of redemption. Unless we default in the payment of the redemption price, interest will cease to accrue on the 2014 Notes or portions thereof called for redemption on the applicable redemption date. In addition, we may be required to make an offer to purchase the 2014 Notes upon the sale of certain assets and upon a change of control.

$275 MILLION SENIOR NOTES DUE 2023

We issued $275 million aggregate principal amount of senior notes on January 23, 2013, which we refer to as the 2013 Notes. The 2013 Notes mature on February 1, 2023, have an interest rate of 4.5% and were issued at their face value. The issuance of these notes generated net proceeds of approximately $271 million after deducting offering expenses.

The 2013 Notes are guaranteed by all of our direct and indirect domestic subsidiaries. The 2013 Notes will also be guaranteed by each of our future direct and indirect domestic subsidiaries that we do not designate as an unrestricted subsidiary under the indenture governing the 2013 Notes. The 2013 Notes are equal in right of payment with all other existing and future unsecured senior indebtedness and are senior in right of payment to any future subordinated indebtedness. The 2013 Notes are effectively subordinated to all of our existing and future secured indebtedness, including borrowings under our secured revolving credit facilities, which are secured by certain of our accounts receivable, inventory and cash. The terms of the 2013 Notes limit our ability and the ability of any restricted subsidiaries to borrow money; pay dividends; redeem or repurchase capital stock; make investments; sell assets; create restrictions on the payment of dividends or other amounts to us from any restricted subsidiaries; enter into transactions with affiliates; enter into sale and lease back transactions; create liens; and consolidate, merge or sell all or substantially all of our assets.

We may redeem all or a portion of the 2013 Notes at specified redemption prices plus accrued and unpaid interest. In addition, we may be required to make an offer to purchase the 2013 Notes upon the sale of certain assets and upon a change of control.

REVOLVING CREDIT FACILITIES

After giving effect to a revolving commitment increase described below, our senior secured revolving credit facilities provide in the aggregate, on a combined basis, for the extension of up to $400 million in revolving loans under: (i) a $200 million credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “Commercial Credit Agreement”); and (ii) a $200 million credit agreement with Northwest Farm Credit Services, PCA, as administrative agent, and the lenders party thereto (the “Farm Credit Agreement”). These revolving credit facilities were initially entered into on October 31, 2016 and we refer to them collectively as the “Credit Agreements.” In August 2018, we entered into an agreement with a lender to the Farm Credit Agreement to provide an incremental revolving loan commitment, which increased the size of the Farm Credit Agreement from $100 million to $200 million. The revolving credit facilities provided under the Credit Agreements mature on October 31, 2021.

We may separately request incremental commitments under either Credit Agreement to increase the amount of revolving loans or to provide term loans under such Credit Agreement. After obtaining the $100 million incremental revolving commitment to the Farm Credit Agreement in August 2018, the aggregate amount of incremental commitments we may request may not exceed $100 million (on a combined basis under both Credit Agreements), plus an additional amount, not to exceed $100 million (also on a combined basis under both Credit Agreements), such that our first lien leverage ratio on a pro forma basis, as defined, does not exceed 3.00 to 1.00, subject to certain customary conditions and receipt of commitments by existing or additional lenders. In addition, after giving effect to the amount of any incremental borrowing under the Farm Credit Agreement, the principal amount of all unfunded revolving loan commitments and the outstanding amount of any term loans provided under the Farm Credit Agreement (if any) cannot exceed 50% of the sum of the outstanding principal amount of the loans and unfunded commitments under the Farm Credit Agreement and the Commercial Credit Agreement on a combined basis.

Revolving Loans borrowed under the Credit Agreements bear interest, at our option, at a LIBOR rate, a base rate, or, in the case of the Farm Credit Agreement, a one-, two-, three-, four-, or five-year fixed rate, plus, in each case, an applicable margin. Prior to an amendment to each Credit Agreement in November 2018, the per annum margin applicable to LIBOR rate loans could range from 1.25% to 2.00% under the Commercial Credit Agreement, and from 1.50% to 2.25% under the Farm Credit Agreement, in each case, depending on changes to our consolidated leverage ratio. Following the amendment in November 2018, the per annum margin applicable to LIBOR rate loans can now range from 1.25% to 2.50% under the Commercial Credit Agreement, and from 1.50% to 3.50% under the Farm Credit Agreement. The margin applicable to fixed rate loans under the Farm Credit Agreement is the same as the margin applicable to LIBOR rate loans under the Farm Credit Agreement. The margin applicable to base rate loans under both Credit Agreements is always 1.00% per annum less than the corresponding margin for LIBOR rate loans. We also pay commitment fees on the unused portion of the revolving loan commitments under the Credit Agreements, which range from 0.20% per annum to 0.40% per annum, depending on changes to our consolidated leverage ratio. Prior to the November 2018 amendment, this commitment fee could not exceed 0.35% per annum.

The Credit Agreements are secured by substantially all of the personal property of the Company and its domestic subsidiaries through separate liens granted under each Credit Agreement for the benefit of each secured party thereunder on an equal and ratable basis. The Company’s obligations under the Credit Agreements are guaranteed by the Company’s domestic subsidiaries.

The Credit Agreements contain various loan covenants that restrict the ability of the Company and its subsidiaries to take certain actions, including, incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, repurchase or redemption of capital stock, making certain investments, entering into certain transactions with affiliates or changing the nature of their business. In addition, the Credit Agreements contain financial covenants that require the Company to maintain a consolidated secured leverage ratio in an amount not to exceed 2.00 to 1.00 in 2019, and 1.50 to 1.00 thereafter, a consolidated interest coverage ratio in an amount not less than 1.25 to 1.00, and a consolidated asset coverage ratio of not less than 1.00 to 1.00.

Each Credit Agreement also contains customary events of default, including failure to make payments under such Credit Agreement, breach of any representation or warranty or covenant under such Credit Agreement, default under or acceleration of other indebtedness for borrowed money in excess of an agreed amount, any change in control of the Company based upon a third party acquiring more than 35% of the equity interests of the Company, bankruptcy events, invalidity of such credit agreement, the incurrence of certain liabilities, termination events or withdrawals from specified benefit plans, and unpaid or uninsured judgments in excess of an agreed amount.

We are members of the Northwest Farm Credit Services, PCA system which entitles us to patronage refunds and other distributions on account of our equity interests in the Northwest Farm Credit Services, PCA, as well as our patronage with Northwest Farm Credit Services. Patronage refunds are distributions of profits from member banks in the United States Farm Credit System, like Northwest Farm Credit Services, which are cooperatives (member owned) that distribute profits to their members in the form of patronage dividends, which are accrued as earned and recorded as offsets to interest expense under the Farm Credit Agreement.

As of December 31, 2018, there was an aggregate of $200.0 million of borrowings outstanding under the Credit Agreements and we were in compliance with the covenants contained in the Credit Agreements. In addition, $7.6 million of the credit facilities was being used to support outstanding standby letters of credit. The borrowings outstanding under the Credit Agreements as of December 31, 2018, consisted of a combination of short-term base and LIBOR rate loans, which are classified as current liabilities in our Consolidated Balance Sheet, and a $100.0 million three-year borrowing under the Farm Credit Agreement that is included in "Long-term debt," in our Consolidated Balance Sheet. As of December 31, 2018, we would have been permitted to draw an additional $192.4 million of revolving loans under the Credit Agreements.

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Other Long-Term Obligations

12 Months Ended

Dec. 31, 2018

Disclosure Other Long Term Obligations [Abstract]

Other Long-Term Obligations

Other Long-Term Obligations

	December 31,
(In thousands)	2018		2017
Long-term lease obligations, net of current portion	$	27,419	$	26,460
Deferred proceeds	4,511		5,576
Deferred compensation	2,585		5,023
Other	4,462		6,216
	$	38,977	$	43,275

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Reclassification out of Accumulated Other Comprehensive Income

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Accumulated Other Comprehensive Income [Text Block]

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss at the balance sheet dates is comprised of the following:

(In thousands)	Pension and Other Post Retirement Employee Benefit Plan Adjustments
Balance at December 31, 20162	$	(51,753	)
Other comprehensive income before reclassifications	6,745
Amounts reclassified from accumulated other comprehensive loss	1,025
Other comprehensive income, net of tax1	7,770
Balance at December 31, 2017	$	(43,983	)
Other comprehensive loss before reclassifications	(16,036		)
Amounts reclassified from accumulated other comprehensive loss	5,523
Other comprehensive loss, net of tax1	(10,513		)
Reclassification of the income tax effects of the Tax Cuts and Jobs Act	(12,852		)
Balance at December 31, 2018	$	(67,348	)

¹ For the year ended December 31, 2018, net periodic costs associated with our pension and other postretirement employee benefit, or OPEB, plans included in other comprehensive loss and reclassified from accumulated other comprehensive loss, or AOCL, included $21.8 million of net loss on plan assets, $9.2 million of actuarial loss amortization, and $1.7 million of prior service credit amortization, less total tax of $3.8 million. For the year ended December 31, 2017, net periodic costs associated with our pension and OPEB plans included in other comprehensive income and reclassified from AOCL included $9.2 million of net gain on plan assets, $3.3 million of actuarial loss amortization, and $1.5 million of prior service credit amortization, less total tax of $3.1 million. These accumulated other comprehensive loss components are included in the computation of net periodic pension and OPEB costs in Note 13, “Savings, Pension and Other Postretirement Employee Benefit Plans.”

²  Included in the balance at December 31, 2016 is settlement expense of $3.5 million associated with the remeasurement of our salaried pension plan, which is discussed further in Note 13, “Savings, Pension and Other Postretirement Employee Benefit Plans.” The settlement expense is net of tax totaling $1.4 million.

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Savings, Pension and Other Postretirement Employee Benefit Plans

12 Months Ended

Dec. 31, 2018

Retirement Benefits [Abstract]

Savings, Pension and Other Postretirement Employee Benefit Plans

Savings, Pension and Other Postretirement Employee Benefit Plans

Certain of our employees are eligible to participate in defined contribution savings and defined benefit postretirement plans. These include 401(k) savings plans, defined benefit pension plans including company-sponsored and multiemployer plans, and other postretirement employee benefit, or OPEB, plans, each of which is discussed below.

401(k) Savings Plans

Substantially all of our employees are eligible to participate in 401(k) savings plans, which include a company match component. In 2018, 2017 and 2016 we made 401(k) contributions on behalf of employees of $17.2 million, $16.6 million, and $16.9 million, respectively.

Company-Sponsored Defined Benefit Pension Plans

A majority of our salaried employees and a portion of our hourly employees are covered by company-sponsored noncontributory defined benefit pension plans. During 2016, we announced a voluntary, limited-time opportunity for former employees who are vested participants in certain of our qualified pension plans to request early payment of their entire pension plan benefit in the form of a single lump sum payment. The amount of total payments under this program totaled approximately $10.6 million for salaried employees and $4.8 million for hourly employees and were made from the applicable plan's trust assets during the third quarter of 2016. Based on the level of payments made, settlement accounting rules applied to our salaried pension plan and resulted in a remeasurement of that plan as of August 31, 2016 and the recognition of $3.5 million in settlement expense in 2016.

Company-Sponsored OPEB Plans

We also provide retiree health care and life insurance plans, which cover certain salaried and hourly employees. Retiree health care benefits for Medicare eligible participants over the age of 65 are provided through Health Reimbursement Accounts, or HRA's. Benefits for retirees under the age of 65 are provided under our company-sponsored health care plans, which require retiree contributions and contain other cost-sharing features. The retiree life insurance plans are primarily noncontributory.

Funded Status of Company-Sponsored Plans

As required by current standards governing the accounting for defined benefit pension and other postretirement benefit plans, we recognized the funded status of our company-sponsored plans on our Consolidated Balance Sheets at December 31, 2018 and 2017. The funded status is measured as the difference between plan assets at fair value (with limited exceptions) and the benefit obligation. For a pension plan, the benefit obligation is the projected benefit obligation; for any other postretirement employee benefit plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement employee benefit obligation. We use a December 31 measurement date for our benefit plans.

The changes in benefit obligation, plan assets and funded status for company-sponsored benefit plans as of December 31 are as follows:

	Pension Benefit Plans						Other Postretirement Employee Benefit Plans
(In thousands)	2018			2017			2018			2017
Benefit obligation at beginning of year	$	317,814		$	304,388		$	65,128		$	69,163
Service cost	1,789			2,069			136			163
Interest cost	12,020			13,149			2,435			2,745
Actuarial (gains) losses	(16,356		)	19,130			(367		)	(1,254		)
Benefits paid	(21,101		)	(20,922		)	(7,000		)	(5,689		)
Benefit obligation at end of year	294,166			317,814			60,332			65,128
Fair value of plan assets at beginning of year	310,966			285,638			20			20
Actual return on plan assets	(21,474		)	45,796			—			—
Employer contribution	466			454			7,000			5,689
Benefits paid	(21,101		)	(20,922		)	(7,000		)	(5,689		)
Fair value of plan assets at end of year	268,857			310,966			20			20
Funded status at end of year	$	(25,309	)	$	(6,848	)	$	(60,312	)	$	(65,108	)

The December 31, 2018 pension funded status was affected by unfavorable asset returns, partially offset by an increase in the discount rate. The December 31, 2018 OPEB benefit obligation decreased as of December 31, 2018 due to an increase in the discount rate and the continued payment of benefits.

Amounts recognized in the Consolidated Balance Sheets:

	Pension Benefit Plans						Other Postretirement Employee Benefit Plans
(In thousands)	2018			2017			2018			2017
Non-current assets	$	—		$	8,144		$	—		$	—
Current liabilities	(441		)	(441		)	(6,989		)	(7,190		)
Non-current liabilities	(24,868		)	(14,551		)	(53,323		)	(57,918		)
Net amount recognized	$	(25,309	)	$	(6,848	)	$	(60,312	)	$	(65,108	)

Pre-tax amounts recognized in Accumulated Other Comprehensive Loss as of December 31 consist of:

	Pension Benefit Plans				Other Postretirement Employee Benefit Plans
(In thousands)	2018		2017		2018			2017
Net loss (gain)	$	111,927	$	99,865	$	(15,006	)	$	(15,541	)
Prior service cost (credit)	—		—		—			(1,676		)
Net amount recognized	$	111,927	$	99,865	$	(15,006	)	$	(17,217	)

Information as of December 31 for certain pension plans included above with accumulated benefit obligations in excess of plan assets were as follows:

(In thousands)	2018		2017
Projected benefit obligation	$	294,166	$	178,452
Accumulated benefit obligation	294,166		178,452
Fair value of plan assets	268,857		163,460

The primary reason for the large increase in the accumulated benefit obligation in 2018 was due to the hourly pension plan changing from an overfunded status at December 31, 2017 to an underfunded status at December 31, 2018.

Pre-tax components of net periodic cost and other amounts recognized in Other Comprehensive Income (Loss) for the years ended December 31 were as follows:

Net Periodic Cost:

	Pension Benefit Plans									Other Postretirement Employee Benefit Plans
(In thousands)	2018			2017			2016			2018			2017			2016
Service cost	$	1,789		$	2,069		$	1,562		$	136		$	163		$	249
Interest cost	12,020			13,149			14,072			2,435			2,745			3,075
Expected return on plan assets	(17,002		)	(18,765		)	(19,389		)	—			(1		)	(1		)
Amortization of prior service cost (credit)	—			8			22			(1,676		)	(1,535		)	(1,712		)
Amortization of actuarial loss (gain)	10,058			9,874			11,463			(902		)	(6,618		)	(7,566		)
Settlement	—			—			3,482			—			—			—
Net periodic cost (income)	$	6,865		$	6,335		$	11,212		$	(7	)	$	(5,246	)	$	(5,955	)

Other amounts recognized in Other Comprehensive Income (Loss) before tax:

	Pension Benefit Plans									Other Postretirement Employee Benefit Plans
(In thousands)	2018			2017			2016			2018			2017			2016
Net loss (gain)	$	22,120		$	(7,901	)	$	(1,445	)	$	(367	)	$	(1,253	)	$	818
Curtailments	—			—			—			—			—			—
Prior service credit	—			—			—			—			—			—
Amortization of prior service (cost) credit	—			(8		)	(22		)	1,676			1,535			1,712
Amortization of actuarial (loss) gain	(10,058		)	(9,874		)	(11,463		)	902			6,618			7,566
Settlement	—			—			(3,482		)	—			—			—
Total recognized in other comprehensive   loss (income)	$	12,062		$	(17,783	)	$	(16,412	)	$	2,211		$	6,900		$	10,096
Total recognized in net periodic cost and   other comprehensive (income) loss	$	18,927		$	(11,448	)	$	(5,200	)	$	2,203		$	1,654		$	4,141

The estimated net loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic cost (benefit) over the next fiscal year is $7.6 million. The estimated net gain for the OPEB plans that will be amortized from accumulated other comprehensive loss into net periodic cost (benefit) over the next fiscal year is $0.9 million.

During 2018, $1.2 million of net periodic pension and OPEB costs were charged to "Cost of sales," $0.8 million were charged to "Selling, general and administrative expenses," and $4.9 million of costs were charged to "Non-operating pension and other postretirement benefit (costs) income" in the accompanying Consolidated Statements of Operations, as compared to costs of $1.3 million, $0.9 million, and income of $1.1 million, respectively, during 2017 and costs of $1.1 million, $0.7 million, and $3.5 million, respectively, during 2016.

Weighted average assumptions used to determine the benefit obligation as of December 31 were:

	Pension Benefit Plans						Other Postretirement Employee Benefit Plans
	2018		2017		2016		2018		2017		2016
Discount rate	4.40	%	3.90	%	4.45	%	4.55	%	3.95	%	4.30	%

Weighted average assumptions used to determine the net periodic cost for the years ended December 31 were:

	Pension Benefit Plans						Other Postretirement Employee Benefit Plans
	2018		2017		2016		2018		2017		2016
Discount rate	3.90	%	4.45	%	4.70	%	3.95	%	4.30	%	4.50	%
Expected return on plan assets	6.00		6.75		6.75		—		—		—

The discount rate used in the determination of pension benefit obligations and pension expense was determined based on a review of long-term high-grade bonds as well as management’s expectations. The discount rate used to calculate OPEB obligations was determined using the same methodology we used for our pension plans.

The expected return on plan assets assumption is based upon an analysis of historical long-term returns for various investment categories, as measured by appropriate indices. These indices are weighted based upon the extent to which plan assets are invested in the particular categories in arriving at our determination of a composite expected return.

The assumed health care cost trend rate used to calculate 2018 OPEB income was 6.90% in 2018, grading to 4.00%over approximately 70 years, for participants whose benefits are not provided through Health Reimbursement Accounts (HRAs), and 2.50% annually for participants whose benefits are provided through HRAs. The health care cost trend rate used to calculate December 31, 2018 OPEB obligations was 6.00% in 2019, grading to 4.00% over approximately 70 years, for participants whose benefits are not provided through HRAs, and 2.50% annually for participants whose benefits are provided through HRAs. This assumption has a significant effect on the amounts reported. A one percentage point change in the health care cost trend rates would have the following effects:

(In thousands)	1% Increase		1% Decrease
Effect on total of service and interest cost components	$	172	$	(149	)
Effect on postretirement employee benefit obligation	3,749		(3,279		)

The investments of our defined benefit pension plans are held in a Master Trust. The assets of our OPEB plans are held within an Internal Revenue Code section 401(h) account for the payment of retiree medical benefits within the Master Trust.

Current accounting rules governing fair value measurement establish a framework for measuring fair value, which provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1	Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plans have the ability to access.
Level 2	Inputs to the valuation methodology include:
	▪    Quoted prices for similar assets or liabilities in active markets; ▪    Quoted prices for identical or similar assets or liabilities in inactive markets; ▪    Inputs other than quoted prices that are observable for the asset or liability; and ▪    Inputs that are derived principally from or corroborated by observable market data by correlation or other means
	If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

There have been no changes in the methodologies used during 2018 and 2017. Investments in common and collective trust funds are generally valued based on their respective net asset value, or NAV, (or its equivalent), as a practical expedient to estimate fair value due to the absence of a readily determinable fair value. Investments that may be fully redeemed at NAV in the near-term are disclosed in the table below as "Investments measured at net asset value" in accordance with Accounting Standards Codification 820 - Fair Value Measurements and Disclosures.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes the valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables set forth by level, within the fair value hierarchy, the investments at fair value for our company-sponsored pension benefit plans:

	December 31, 2018
(In thousands)	Level 1		Investments measured at net asset value		Total
Cash and cash equivalents	$	2,004	$	—	$	2,004
Common and collective trust:
Collective investment funds	—		266,853		266,853
Total investments at fair value	$	2,004	$	266,853	$	268,857

	December 31, 2017
(In thousands)	Level 1		Investments measured at net asset value		Total
Cash and cash equivalents	$	2,010	$	—	$	2,010
Common and collective trusts:
Collective investment funds	—		308,956		308,956
Total investments at fair value	$	2,010	$	308,956	$	310,966

Our OPEB plan had approximately $20,000 held in cash and cash equivalents at December 31, 2018 and 2017, which were categorized as level 1.

We have formal investment policy guidelines for our company-sponsored plans. These guidelines were set by our Benefits Committee, which is comprised of members of our management and has been assigned its fiduciary authority over management of the plan assets by our Board of Directors. The Committee’s duties include periodically reviewing and modifying those investment policy guidelines as necessary and ensuring that the policy is adhered to and the investment objectives are met.

The investment policy includes guidelines for specific categories of equity and fixed income securities. Assets are managed by professional investment managers who are expected to achieve a reasonable rate of return over a market cycle. Long-term performance is a fundamental tenet of the policy.

The general policy states that plan assets would be invested to seek the greatest return consistent with the fiduciary character of the pension funds and to allow the plans to meet the need for timely pension benefit payments. The specific investment guidelines stipulate that management is to maintain adequate liquidity for meeting expected benefit payments by reviewing, on a timely basis, contribution and benefit payment levels and appropriately revising long-term and short-term asset allocations. Management takes reasonable and prudent steps to preserve the value of pension fund assets, avoid the risk of large losses and also attempt to preserve the funded status of the plans. Major steps taken to provide this protection included:

▪ Assets are diversified among various asset classes, such as domestic equities, international equities, fixed income and cash. The long-term asset allocation ranges are as follows:

Domestic equities	10%-18%
International equities, including emerging markets	10%-18%
Corporate/Government bonds	68%-78%
Liquid reserves	0%-5%

Periodically, reviews of allocations within these ranges are made to determine what adjustments should be made based on changing economic and market conditions and specific liquidity requirements.

• Assets were managed by professional investment managers and could be invested in separately managed accounts or commingled funds.

▪ Assets were not invested in securities rated below BBB- by S&P or Baa3 by Moody’s.

The investment guidelines also require that the individual investment managers are expected to achieve a reasonable rate of return over a market cycle. Emphasis is placed on long-term performance versus short-term market aberrations. Factors considered in determining reasonable rates of return include performance achieved by a diverse cross section of other investment managers, performance of commonly used benchmarks (e.g., Russell 3000 Index, MSCI World ex-U.S. Index, Barclays Capital Long Credit Index), actuarial assumptions for return on plan investments and specific performance guidelines given to individual investment managers.

As of December 31, 2018, nine active investment managers managed substantially all of the pension funds, each of whom had responsibility for managing a specific portion of these assets. Plan assets were diversified among the various asset classes within the allocation ranges approved by the Benefits Committee.

In 2018, we did not make any contributions to our qualified pension plans, and we currently do not anticipate making any cash contributions to those plans in 2019. We contributed $0.5 million to our non-qualified pension plan in 2018. We do not anticipate funding our OPEB plans in 2019 except to pay benefit costs as incurred during the year by plan participants.

Estimated future benefit payments are as follows for the years indicated:

(In thousands)	Pension Benefit Plans	Other Postretirement Employee Benefit Plans
2019	20,700	7,010
2020	20,580	6,501
2021	20,427	5,409
2022	20,341	4,849
2023	20,312	4,496
2024-2028	98,651	18,685

Multiemployer Defined Benefit Pension Plans

Hourly employees at two of our manufacturing facilities participate in multiemployer defined benefit pension plans: the PACE Industry Union-Management Pension Fund, or PIUMPF, which is managed by United Steelworkers, or USW, Benefits; and the International Association of Machinist & Aerospace Workers National Pension Fund, or IAM NPF. We make contributions to these plans, as well as make contributions to a trust fund established to provide retiree medical benefits for a portion of these employees, which is also managed by USW Benefits. The risks of participating in these multiemployer plans are different from single-employer plans in the following respects:

• Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

• If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. The number of employers participating in PIUMPF fell from 135 during 2012 to 78 during 2017. We believe that we are now the employer making the largest proportion of total contributions.

• Under applicable federal law, any employer contributing to a multiemployer pension plan that completely ceases participating in the plan while it is underfunded is subject to an assessment of such employer's allocable share of the aggregate unfunded vested benefits of the plan, except when that plan is in "critical" or "critical and declining" status. In certain circumstances, an employer can also be assessed a statutory withdrawal liability for a partial withdrawal from a multiemployer pension plan. Based on information available to us as of December 31, 2018, as well as information provided by PIUMPF and reviewed by our actuarial consultant, we estimate the aggregate pre-tax liability that we would have incurred if we had completely withdrawn from PIUMPF in 2018 would have been in excess of $78 million. However, the exact amount of potential exposure could be higher or lower than the estimate, depending on, among other things, the nature and timing of any triggering events and the funded status of PIUMPF at that time. A withdrawal liability is recorded for accounting purposes when withdrawal is probable and the amount of the withdrawal obligation is reasonably estimable.

Our participation in these plans for the annual period ended December 31, 2018, is outlined in the table below. The “EIN" and "Plan Number” columns provide the Employee Identification Number, or EIN, and the three-digit plan number. The most recent Pension Protection Act, or PPA, zone status available in 2018 and 2017 is for a plan’s year-end as of December 31, 2018 and December 31, 2017, respectively. The zone status is set under the provisions of the Multiemployer Pension Plan Reform Act of 2014 and is based on information we received from the plans and is certified by each plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent but more than 65 percent funded, and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a Funding Improvement Plan, or FIP, or a Rehabilitation Plan, or RP, is either pending or has been implemented as required by the PPA as a measure to correct its underfunded status. The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject.

In 2018, the contribution rates for the IAM NPF plan was $4.00 per hour. In 2018, the contribution rates for PIUMPF was $2.79 per hour. In 2015, contribution rates for PIUMPF were increased as part of the RP in lieu of the legally required surcharge, paid by the employers, to assist the fund’s financial status. We were listed in PIUMPF’s Form 5500 report as providing more than five percent of the total contributions for the years 2017and 2016. At the date of issuance of our consolidated financial statements, Form 5500 reports for these plans were not available for the 2018 plan year.

Pension Fund	EIN	Plan Number	PPA Zone Status1			FIP/RP Status Pending/ Implemented	Contributions (in thousands)						Surcharge Imposed	Expiration  Date of Collective Bargaining Agreement
			2018	2017			2018		2017		2016
IAM NPF	51-6031295	002	Green	Green		N/A	$	316	$	333	$	335	No	5/31/2018
PIUMPF	11-6166763	001	Red	Red		Implemented	5,386		5,815		5,679		No	8/31/2017
					Total Contributions:		$	5,702	$	6,148	$	6,014

¹   PIUMPF has been certified as in "Critical and Declining Status" for 2018 and 2017, under the provisions of the Multiemployer Pension Plan Reform Act of 2014.

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Earnings Per Share

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic earnings (loss) per share are based on the weighted average number of shares of common stock outstanding. Diluted earnings per share are based upon the weighted average number of shares of common stock outstanding plus all potentially dilutive securities that were assumed to be converted into common shares at the beginning of the period under the treasury stock method. This method requires that the effect of potentially dilutive common stock equivalents be excluded from the calculation of diluted earnings per share for the periods in which net losses are reported because the effect is anti-dilutive.

The following table reconciles the number of common shares used in calculating the basic and diluted net earnings per share: 

	December 31,
	2018			2017		2016
Basic average common shares outstanding1	16,486,807			16,464,286		17,000,599
Incremental shares due to:
Restricted stock units	—			21,522		21,668
Performance shares	—			45,252		76,525
Stock options	—			24,866		7,648
Diluted average common shares outstanding	16,486,807			16,555,926		17,106,440
Basic net (loss) earnings per common share	$	(8.72	)	$	5.91	$	2.91
Diluted net (loss) earnings per common share	(8.72		)	5.88		2.90
Anti-dilutive shares excluded from calculation	929,399			499,348		220,037

¹  Basic average common shares outstanding include restricted stock awards that are fully vested, but are deferred for future issuance. See Note 15, "Equity-Based Compensation Plans" for further discussion.

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Equity-Based Compensation Plans

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity-Based Compensation Plans

Equity-Based Compensation Plans

At December 31, 2018, we have two stock incentive plans in place: the Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan which became effective on December 16, 2008, and was amended and restated effective as of February 27, 2015, and the Clearwater Paper Corporation 2017 Stock Incentive Plan, which became effective February 28, 2017, collectively referred to as, the Stock Plans. Our Stock Plans have been approved by our stockholders, and provide for equity-based awards in the form of restricted shares, restricted stock units, or RSUs, performance shares, stock options or stock appreciation rights to selected employees, outside directors, and consultants of the company.

Under our Stock Plans we are authorized to issue up to approximately 6.2 million shares, which includes approximately 0.7 million additional shares authorized in connection with our acquisition of Cellu Tissue that are available for issuance as equity-based awards only to any employees, outside directors, or consultants who were not employed on December 26, 2010 by Clearwater Paper Corporation or any of its subsidiaries. At December 31, 2018, approximately 3.1 million shares were available for future issuance under the Stock Plans.

We recognize equity-based compensation expense for all equity-based payment awards made to employees and directors, including RSUs, performance shares and stock options, based on estimated fair values and net of estimates of future forfeitures. The expense is classified in "Selling, general and administrative expense" in our Consolidated Statements of Operations and is recognized on a straight-line basis over the requisite service periods of each award.

Based on the terms of the Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan, and for grants prior to 2017, employees who were retirement-eligible during the service period became fully vested in outstanding awards on the later of the date they reached retirement eligibility or at the end of the first calendar year of each respective grant. We account for this feature when determining the service period over which to recognize expense for each grant of RSUs, performance shares, and stock options. For the Clearwater Paper Corporation 2017 Stock Incentive Plan and for grants beginning in 2017, employees who are retirement-eligible during the service period become fully vested in outstanding awards on a prorated basis based on the portion of the service period for which they were employed in alignment with the terms of each respective grant type as outlined in the respective stock plan. Employees are not eligible to receive shares until the end of the applicable service period for performance shares, and the applicable vesting period for RSUs and stock options.

Employee equity-based compensation expense was recognized as follows:

(In thousands)	2018		2017		2016
Restricted stock units	$	2,141	$	1,618	$	1,381
Performance shares	1,125		2,283		3,311
Stock options	2,388		2,552		2,913
Total employee equity-based compensation	$	5,654	$	6,453	$	7,605
Related tax benefit	$	1,486	$	2,149	$	2,767

RESTRICTED STOCK UNITS

RSUs granted under our Stock Plans are generally subject to a vesting period of one to three years, with generally the same service period. RSU awards will accrue dividend equivalents based on dividends paid, if any, during the RSU vesting period. The dividend equivalents will be converted into additional RSUs that will vest in the same manner as the underlying RSUs to which they relate. RSUs granted under our Stock Plans do not represent common stock, and therefore the holders do not have voting rights unless and until shares are issued upon settlement.

A summary of the status of outstanding RSU awards as of December 31, 2018, 2017, and 2016, and changes during those years, is presented below:

	2018				2017				2016
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Unvested shares outstanding at
January 1	94,471		$	50.22	54,460		$	47.16	46,029		$	60.17
Granted	111,054		37.31		66,774		56.45		44,627		39.10
Vested	(43,878	)	46.36		(17,531	)	62.75		(29,338	)	55.16
Forfeited	(33,994	)	43.30		(9,232	)	53.52		(6,858	)	47.80
Unvested shares outstanding at   December 31	127,653		42.09		94,471		50.22		54,460		47.16
Vested shares outstanding at December 31	—		—		4,226		38.75		10,860		52.71
Deferred shares outstanding at   December 31	33,663		7.31		33,663		7.31		35,438		7.21
Total shares outstanding at    December 31	161,316		$	34.83	132,360		$	38.94	100,758		$	33.71
Aggregate intrinsic value of   outstanding shares (in thousands)			$	3,931			$	6,009			$	6,605

During 2018, 48,104 RSU shares were settled and distributed in common stock. Of these shares, 28,971 were RSU shares that were settled and distributed in the fourth quarter of 2018. After adjusting for minimum tax withholdings, a net 34,447 shares were issued during 2018. The minimum tax withholdings payment made in 2018 in connection with issued shares was $0.4 million.

During 2017, 25,940 RSU shares were settled and distributed, of which 20,940 shares were settled and distributed in the fourth quarter. Another 1,775 shares were RSU shares that were settled in prior years but distribution had been deferred to preserve tax deductibility for the Company in the respective years because distribution of these shares would have resulted in certain executive compensation being above the Internal Revenue Code section 162(m) threshold for those years. After adjusting for minimum tax withholdings, a net 17,834 shares were issued during 2017. The minimum tax withholdings payment made in 2017 in connection with issued shares was $1.1 million.

The fair value of each RSU share award granted during 2018 was estimated on the date of grant using the grant date market price of our common stock. The total fair value of share awards that vested during 2018 was $2.0 million.

As of December 31, 2018, there was $3.5 million of total unrecognized compensation cost related to outstanding RSU awards. The cost is expected to be recognized over a weighted average period of 1.9 years.

PERFORMANCE SHARES

Performance share awards granted under our Stock Plans have a three-year performance period, with generally the same service period, and shares are issued after the end of the period if the employee provides the requisite service and the performance measure is met. As provided in the Clearwater Paper Corporation 2008 and 2017 Stock Incentive Plans, the following performance measures are used to determine the number of performance shares ultimately issuable:

• For performance shares granted in 2016 and prior years, the performance measure used was a comparison of the percentile ranking of our total stockholder return (TSR) compared to the TSR performance of a selected peer group or index.

• For performance shares granted in 2017, the performance measure used for 40% of the grant is a comparison of the percentile ranking of our TSR, compared to the TSR of a selected index, and for 60% of the performance share awards granted, a return on invested capital (ROIC) performance measure is being used to determine the number of performance shares ultimately issuable.

• For performance shares granted in 2018, the performance measure used for 40% of the performance share awards granted is an ROIC performance measure. For the remaining 60% of the grants, a free cash flow performance measure is used. The combined performance of these measures is then subject to an adjustment (increase or decrease) of up to 25% based on our TSR compared to the TSR performance of a selected index.

The TSR performance measure is considered to represent a “market condition” under authoritative accounting guidance, and thus, the market condition is considered when determining the estimate of the fair value of the performance share awards. Both the ROIC and the free cash flow measures are considered "performance conditions" under authoritative accounting guidance and include certain targets and service periods that need to be achieved to earn the award. These targets are based on internal measures. Throughout the service period we assess the probability of achieving the performance condition, and expense is recognized based upon the probable outcome.

The number of performance shares actually issued, as a percentage of the amount subject to the performance share award, could range from 0%-200%.

Performance share awards granted under our Stock Plans do not represent common stock, and therefore the holders do not have voting rights unless and until shares are issued upon settlement. During the performance period, dividend equivalents accrue based on dividends paid, if any, and are converted into additional performance shares, which vest or are forfeited in the same manner as the underlying performance shares to which they relate. Generally, if an employee terminates prior to completing the requisite service period, all or a portion of their awards are forfeited and the previously recognized compensation cost is reversed. If an employee provides the requisite service through the end of the performance period, but the performance measure is not met, following authoritative guidance for awards with a market condition, previously recognized compensation cost is not reversed.

A summary of the status of outstanding performance share awards as of December 31, 2018, 2017, and 2016, and changes during those years, is presented below:

	2018				2017				2016
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding share awards at   January 1	117,252		$	45.10	175,683		$	62.26	92,563		$	84.18
Granted	49,040		37.45		33,907		58.58		93,397		39.70
Settled	(73,243	)	39.70		(87,491	)	84.65		—		—
Forfeited	(14,619	)	45.12		(4,847	)	47.61		(10,277	)	54.55
Outstanding share awards at   December 31	78,430		45.36		117,252		45.10		175,683		62.26
Aggregate intrinsic value (in   thousands)			$	1,911			$	5,323			$	11,516

On December 31, 2018, the three-year performance period for 73,243 performance shares granted in 2016 ended. The requisite market condition performance measure was not met, and as such no shares were paid or issued under those awards.

On December 31, 2017, the service and performance period for 41,538 outstanding shares granted in 2015 ended. The requisite market condition performance measure was not met, and as such no shares were paid or issued under those awards.

As of December 31, 2018, there was $1.8 million of unrecognized compensation cost related to outstanding performance share awards. The cost is expected to be recognized over a weighted average period of 1.6 years.

STOCK OPTIONS

Beginning in 2014, stock options were granted to certain employees under our Stock Plans. The stock options are generally subject to a vesting period of one to three years, with generally the same service period. Upon vesting, the holder is entitled to purchase a specified number of shares of Clearwater Paper common stock at a price per share equal to the closing market price of Clearwater Paper common stock on the date of grant. Once options have vested they are exercisable. The options are exercisable for 10 years from the date of grant.

Stock options granted under our Stock Plans do not represent common stock, and therefore the holders do not have voting rights unless and until shares have been issued to the employee.

The fair value of stock option awards was determined using a Black-Scholes option-pricing model. The Black-Scholes model utilizes a range of assumptions related to dividend yield, volatility, risk-free interest rate and employee exercise behavior. Expected volatility is based on Clearwater Paper's historical stock prices. The risk-free interest rate is based on constant maturity treasury rates with maturities matching the options' expected life on the grant date. The expected life, estimated in accordance with Securities and Exchange Commission Staff Accounting Bulletin 110, is the approximate mid-point between the expected vesting time and the remaining contractual life.

Volatility	35	%
Risk-free interest rate	2.74	%
Expected life-years	6.0

A summary of the status of outstanding stock option awards as of December 31, 2018, and changes during the year, is presented below:

	Shares		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding options at December 31, 2015	277,693		$	64.47				$	—
Granted	280,191		38.86		$	14.42
Forfeited	(30,830	)	47.79
Outstanding options at December 31, 2016	527,054		$	51.83			8.2	$	7,232
Granted	158,484		56.45		18.82
Forfeited	(22,306	)	50.74
Expired	(5,913	)	66.97
Outstanding options at   December 31, 2017	657,319		$	52.84			7.4	$	—
Granted	198,426		37.39		14.51
Forfeited	(69,557	)	43.18
Expired	(24,254	)	62.74
Outstanding options at   December 31, 2018	761,934		$	49.38			6.2	$	—
Outstanding and exercisable   options at December 31, 2018	273,776		$	63.40			5.8	$	—

As of December 31, 2018, there was $2.7 millionof unrecognized compensation cost related to non-vested stock options. The cost is expected to be recognized over a weighted average period of 2.3years.

During 2018, 261,196 stock option awards vested with a weighted average exercise price of $41.62and total fair value of $10.9 million. These options are outstanding at December 31, 2018 and became exercisable on January 1, 2019. The weighted average remaining contractual term of options that vested during the year is 6.3 years.

DIRECTOR AWARDS

In connection with joining our Board of Directors, in January 2009 our outside directors at that time were granted an award of phantom common stock units, which were credited to an account established on behalf of each director and vested ratably over a three-year period with the final vesting in January 2012. Subsequent equity awards have been granted annually in May, or on a pro-rata basis as applicable, to our outside directors in the form of phantom common stock units as part of their annual compensation, which are credited to their accounts. These awards vest ratably over a one-year period. These accounts will be credited with additional phantom common stock units equal in value to dividends paid, if any, on the same amount of common stock. Upon separation from service as a director, the vested portion of the phantom common stock units held by the director in a stock unit account are converted to cash based upon the then market price of the common stock and paid to the director.

Due to its cash-settlement feature, we account for these awards as liabilities rather than equity and recognize the equity-based compensation expense or income at the end of each reporting period based on the portion of the award that is vested and the increase or decrease in the value of our common stock.

We recorded director equity-based compensation benefit totaling $2.3 million and $2.8 million for the years ended December 31, 2018 and 2017, respectively, and compensation expense totaling $4.8 million for the year ended December 31, 2016.

At December 31, 2018, the liability amounts associated with director equity-based compensation included in "Other long-term obligations" and "Accounts payable and accrued liabilities" on our Consolidated Balance Sheet were $0.8 million and $1.3 million, respectively. At December 31, 2017, the liability amounts associated with director equity-based compensation in "Other long-term obligations" and "Accounts payable and accrued liabilities" on our Consolidated Balance Sheet were $3.6 million and $2.4 million, respectively.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The estimated fair values of our financial instruments as of our balance sheet dates are presented below:

	December 31,
	2018				2017
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash, cash equivalents and restricted cash (Level 1)	$	24,947	$	24,947	$	16,738	$	16,738
Short-term borrowings under revolving credit facilities (Level 2)	100,000		99,909		155,000		154,882
Other short-term debt (Level 1)	20,833		20,833		—		—
Long-term debt (Level 2)	675,000		612,546		575,000		569,250

Accounting guidance establishes a framework for measuring the fair value of financial instruments, providing a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities, or “Level 1” measurements, followed by quoted prices of similar assets or observable market data considering the assets' underlying maturities, or “Level 2” measurements, and the lowest priority to unobservable inputs, or “Level 3” measurements.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used should seek to maximize the use of observable inputs and minimize the use of unobservable inputs.

Cash and cash equivalents, borrowings under the revolving credit facilities and long-term debt are the only items measured at fair value on a recurring basis.

We do not have any financial assets measured at fair value on a nonrecurring basis. Nonfinancial assets measured at fair value on a nonrecurring basis include items such as long-lived assets held and used that are measured at fair value resulting from impairment, if deemed necessary.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Additional information [Abstract]

Commitments and Contingencies

Commitments and Contingencies

LEASE COMMITMENTS

Our operating leases cover manufacturing, office, warehouse and distribution space, paperboard sheeting facilities, equipment and vehicles, which expire at various dates through 2029. We have capital leases related to our North Carolina converting and manufacturing facilities as well as various office equipment. As leases expire, it can be expected that, in the normal course of business, certain leases will be renewed or replaced.

As of December 31, 2018, under current operating and capital lease contracts, we had future minimum lease payments as follows:

(In thousands)	Capital			Operating
2019	$	3,093		$	12,038
2020	3,062			11,421
2021	3,112			10,424
2022	3,019			9,489
2023	2,789			7,163
Thereafter	21,710			24,276
Total future minimum lease payments	$	36,785		$	74,811
Less interest portion	(13,887		)
Present value of future minimum lease payments	$	22,898

Rent expense for operating leases was $11.0 million, $12.6 million and $14.3 million for the years ended December 31, 2018, 2017 and 2016, respectively.

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Segment Information

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Segment Information

Segment Information

Our reportable segments are described below.

Consumer Products

Our Consumer Products segment manufactures and sells a complete line of at-home tissue products, or retail products, and away-from-home tissue products, or non-retail products, and parent rolls. Retail products include bath, paper towels, facial and napkin product categories. Non-retail products include conventional one and two-ply bath tissue, two-ply paper towels, hard wound towels and dispenser napkins sold to customers with commercial and industrial tissue needs. Each category is further distinguished according to quality segments: ultra, premium, value and economy.

Pulp and Paperboard

Our Pulp and Paperboard segment manufactures and markets solid bleached sulfate paperboard for the high-end segment of the packaging industry as well as offers custom sheeting, slitting and cutting of paperboard. Our overall production consists primarily of folding carton, liquid packaging, cup and plate products and commercial printing grades. The majority of our Pulp and Paperboard customers are packaging converters, folding carton converters, merchants and commercial printers.

The table below presents information about our reportable segments:

(In thousands)	2018			2017			2016
Segment net sales:
Consumer Products	$	884,812		$	941,907		$	988,380
Pulp and Paperboard	839,406			788,501			746,383
Total segment net sales	$	1,724,218		$	1,730,408		$	1,734,763
Operating (loss) income:
Consumer Products1,2,3	$	(2,731	)	$	28,973		$	66,164
Gain on divested assets4	23,952			—			1,755
Goodwill impairment	(195,079		)	—			—
	(173,858		)	28,973			67,919
Pulp and Paperboard 2,3	130,426			97,360			112,700
	(43,432		)	126,333			180,619
Corporate2,3,5	(54,477		)	(55,148		)	(65,855		)
(Loss) income from operations	$	(97,909	)	$	71,185		$	114,764
Depreciation and amortization:
Consumer Products6	$	57,784		$	65,007		$	59,375
Pulp and Paperboard	37,798			34,474			26,741
Corporate	6,371			5,509			4,974
Total depreciation and amortization	$	101,953		$	104,990		$	91,090
Assets:
Consumer Products	$	1,094,120		$	1,069,876		$	1,031,563
Pulp and Paperboard	638,772			645,353			586,687
	1,732,892			1,715,229			1,618,250
Corporate	55,226			87,023			66,092
Total assets	$	1,788,118		$	1,802,252		$	1,684,342
Capital expenditures:
Consumer Products	$	307,794		$	112,597		$	47,079
Pulp and Paperboard	17,943			74,616			104,113
	325,737			187,213			151,192
Corporate	12,213			11,472			4,485
Total capital expenditures	$	337,950		$	198,685		$	155,677

¹  Operating income for the Consumer Products segment for the twelve months ended December 31, 2017 include costs associated with the March 31, 2017 Oklahoma City facility closure. These costs include $4.3 million of loss on the write-down of assets to their held for sale value and $3.2 million of expenses associated with the execution of a sublease for the facility.

²  As a result of the adoption of ASU 2017-07, certain pension and OPEB (costs) income have been reclassified from operating to non-operating income. The service cost component of pension and OPEB costs remains within segment operating income. Refer to Note 3, "Recently Adopted and New Accounting Standards," and Note 13, "Savings, Pension and Other Postretirement Benefit Plans," for additional detail.

³  Income (loss) from operations for the Consumer Products, Pulp and Paperboard and Corporate segments for the twelve months ended December 31, 2018 include $1.9 million, $0.5 million and $4.5 million respectively, of expenses associated with our selling, general and administrative cost and control measures.

⁴  Gain on divested assets for the twelve months ended December 31, 2018 relates to the sale of our Ladysmith, Wisconsin facility. For additional discussion, see Note 4 "Asset Divestiture."

⁵  Corporate expenses for 2016 include $2.7 million of expenses associated with the acquisition of Manchester Industries. Operating results subsequent to the acquisition of Manchester are included in the Pulp and Paperboard segment. Corporate expenses for 2016 also include a $3.5 million settlement accounting charge associated with a pension lump sum buyout for term-vested participants.

⁶  Depreciation and amortization expense for the Consumer Products segment for the twelve months ended December 31, 2017 and 2016 includes accelerated depreciation of $3.7 million and $1.3 million, respectively, associated with the Oklahoma City facility closure.

For the twelve months ended December 31, 2018, 2017, and 2016 one customer, the Kroger Company, accounted for approximately 11.1%, 15.3%, and 13.4%, respectively, of our total company net sales.

Our manufacturing facilities and all other assets are located within the continental United States. We sell and ship our products to customers in many foreign countries. Net sales, classified by the major geographic areas in which our customers are located and by major products, were as follows:

(In thousands)	2018		2017		2016
Primary geographical markets:
United States	$	1,648,610	$	1,650,066	$	1,663,231
Other Countries	75,608		80,342		71,532
Total Net Sales	$	1,724,218	$	1,730,408	$	1,734,763
Major products:
Retail tissue	$	794,434	$	857,642	$	865,765
Paperboard	837,891		788,501		746,383
Non-retail tissue	88,214		81,044		121,291
Other	3,679		3,221		1,324
Total net sales	$	1,724,218	$	1,730,408	$	1,734,763

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Financial Results by Quarter

12 Months Ended

Dec. 31, 2018

Quarterly Financial Information Disclosure [Abstract]

Financial Results by Quarter

Financial Results by Quarter (Unaudited)

	Three Months Ended
(In thousands—   except per-share   amounts)	March 31,						June 30,						September 30,						December 31,
	2018			2017			2018			2017			2018			2017			2018			2017
Net sales	$	436,952		$	437,525		$	432,099		$	429,663		$	426,460		$	426,504		$	428,707		$	436,716
Costs and   expenses:
Cost of sales	(392,433		)	(387,060		)	(387,154		)	(381,061		)	(376,221		)	(386,762		)	(382,204		)	(375,458		)
Selling, general and   administrative   expenses	(32,980		)	(29,955		)	(26,564		)	(29,454		)	(26,283		)	(34,582		)	(27,161		)	(34,891		)
Gain on divested   assets	—			—			—			—			22,944			—			1,008			—
Goodwill impairment	—			—			—			—			—			—			(195,079		)	—
Total operating   costs and   expenses	(425,413		)	(417,015		)	(413,718		)	(410,515		)	(379,560		)	(421,344		)	(603,436		)	(410,349		)
Income (loss) from   operations	11,539			20,510			18,381			19,148			46,900			5,160			(174,729		)	26,367
Net earnings (loss)	$	2,600		$	7,515		$	6,961		$	8,037		$	34,444		$	863		$	(187,772	)	$	80,924
Net earnings (loss)   per common   share1
Basic	$	0.16		$	0.46		$	0.42		$	0.49		$	2.09		$	0.05		$	(11.39	)	$	4.92
Diluted	0.16			0.45			0.42			0.48			2.08			0.05			(11.39		)	4.88

(1) The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of rounding and changes in the number of weighted-average shares outstanding for each period.

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Supplemental Guarantor Financial Information

12 Months Ended

Dec. 31, 2018

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Supplemental Guarantor Financial Information

Supplemental Guarantor Financial Information

All of our directly and indirectly owned, domestic subsidiaries guarantee the 2013 Notes on a joint and several basis. There are no significant restrictions on the ability of the guarantor subsidiaries to make distributions to Clearwater Paper, the issuer of the 2013 Notes. The following tables present the results of operations, financial position and cash flows of Clearwater Paper and its subsidiaries, the guarantor and non-guarantor entities, and the eliminations necessary to arrive at the information for Clearwater Paper on a consolidated basis.

We acquired Manchester Industries on December 16, 2016 and their results of operations, financial position and cash flows are included below as a guarantor entity.

In the first quarter of 2018, the Company adopted a new accounting standard, ASU 2017-07, which resulted in a change in the presentation of pension and postretirement benefit (costs) income other than service costs on a line outside of “Income from operations.” The corresponding prior period amounts included in the Consolidating Statements of Operations and Comprehensive Income (Loss) have been reclassified to conform with the current period presentation.

Clearwater Paper Corporation

Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2018

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,752,343		$	194,914		$	(223,039	)	$	1,724,218
Costs and expenses:
Cost of sales	(1,583,009		)	(172,965		)	217,962			(1,538,012		)
Selling, general and administrative expenses	(92,236		)	(20,752		)	—			(112,988		)
Goodwill impairment	(195,079		)	—			—			(195,079		)
Gain on divested assets, net	—			23,952			—			23,952
Total operating costs and expenses	(1,870,324		)	(169,765		)	217,962			(1,822,127		)
(Loss) income from operations	(117,981		)	25,149			(5,077		)	(97,909		)
Interest expense, net	(30,115		)	(505		)	—			(30,620		)
Non-operating pension and other post employment benefit costs	(4,933		)	—			—			(4,933		)
(Loss) earnings before income taxes	(153,029		)	24,644			(5,077		)	(133,462		)
Income tax provision	(5,240		)	(6,343		)	1,278			(10,305		)
Equity in earnings of subsidiary	18,301			—			(18,301		)	—
Net (loss) earnings	$	(139,968	)	$	18,301		$	(22,100	)	$	(143,767	)
Other comprehensive loss, net of tax	(10,513		)	—			—			(10,513		)
Comprehensive (loss) income	$	(150,481	)	$	18,301		$	(22,100	)	$	(154,280	)

Clearwater Paper Corporation

Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2017

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,707,283		$	242,222		$	(219,097	)	$	1,730,408
Costs and expenses:
Cost of sales	(1,525,645		)	(219,931		)	215,235			(1,530,341		)
Selling, general and administrative expenses	(98,412		)	(30,470		)	—			(128,882		)
Total operating costs and expenses	(1,624,057		)	(250,401		)	215,235			(1,659,223		)
Income (loss) from operations	83,226			(8,179		)	(3,862		)	71,185
Interest expense, net	(30,820		)	(554		)	—			(31,374		)
Non-operating pension and other post employment benefit income	1,143			—			—			1,143
Earnings (loss) before income taxes	53,549			(8,733		)	(3,862		)	40,954
Income tax benefit	34,250			20,644			1,491			56,385
Equity in earnings of subsidiary	11,911			—			(11,911		)	—
Net earnings	$	99,710		$	11,911		$	(14,282	)	$	97,339
Other comprehensive income, net of tax	7,770			—			—			7,770
Comprehensive income	$	107,480		$	11,911		$	(14,282	)	$	105,109

Clearwater Paper Corporation

Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2016

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,685,327		$	287,952		$	(238,516	)	$	1,734,763
Costs and expenses:
Cost of sales	(1,466,623		)	(263,577		)	236,641			(1,493,559		)
Selling, general and administrative expenses	(114,142		)	(14,053		)	—			(128,195		)
Gain on divested assets, net	1,755			—			—			1,755
Total operating costs and expenses	(1,579,010		)	(277,630		)	236,641			(1,619,999		)
Income from operations	106,317			10,322			(1,875		)	114,764
Interest expense, net	(30,462		)	(189		)	—			(30,651		)
Non-operating pension and other post employment benefit costs	(3,447		)	—			—			(3,447		)
Earnings before income taxes	72,408			10,133			(1,875		)	80,666
Income tax provision	(26,966		)	(4,802		)	656			(31,112		)
Equity in earnings of subsidiary	5,331			—			(5,331		)	—
Net earnings	$	50,773		$	5,331		$	(6,550	)	$	49,554
Other comprehensive income, net of tax	3,795			—			—			3,795
Comprehensive income	$	54,568		$	5,331		$	(6,550	)	$	53,349

Clearwater Paper Corporation

Consolidating Balance Sheet

At December 31, 2018

(In thousands)	Issuer			Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	22,484		$	—	$	—		$	22,484
Receivables, net	127,952			17,567		—			145,519
Taxes receivable	16,634			41		(10,374		)	6,301
Inventories	222,960			48,361		(5,077		)	266,244
Other current assets	3,346			53		—			3,399
Total current assets	393,376			66,022		(15,451		)	443,947
Property, plant and equipment, net	1,192,716			76,555		—			1,269,271
Goodwill	35,074			—		—			35,074
Intangible assets, net	1,045			23,035		—			24,080
Intercompany (payable) receivable	(62,846		)	57,769		5,077			—
Investment in subsidiary	175,301			—		(175,301		)	—
Other assets, net	14,839			2,618		(1,711		)	15,746
TOTAL ASSETS	$	1,749,505		$	225,999	$	(187,386	)	$	1,788,118
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	120,833		$	—	$	—		$	120,833
Accounts payable and accrued liabilities	299,715			31,691		(10,374		)	321,032
Current liability for pensions and other   postretirement employee benefits	7,430			—		—			7,430
Total current liabilities	427,978			31,691		(10,374		)	449,295
Long-term debt	671,292			—		—			671,292
Liability for pensions and other   postretirement employee benefits	78,191			—		—			78,191
Other long-term obligations	38,977			—		—			38,977
Accrued taxes	1,918			867		—			2,785
Deferred tax liabilities	104,753			18,140		(1,711		)	121,182
TOTAL LIABILITIES	1,323,109			50,698		(12,085		)	1,361,722
Accumulated other comprehensive loss, net of tax	(67,348		)	—		—			(67,348		)
Stockholders’ equity excluding accumulated other comprehensive loss	493,744			175,301		(175,301		)	493,744
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,749,505		$	225,999	$	(187,386	)	$	1,788,118

Clearwater Paper Corporation

Consolidating Balance Sheet

At December 31, 2017

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	15,738		$	—		$	—		$	15,738
Receivables, net	125,001			17,064			—			142,065
Taxes receivable	20,242			40			—			20,282
Inventories	228,311			41,594			(3,862		)	266,043
Other current assets	8,587			74			—			8,661
Total current assets	397,879			58,772			(3,862		)	452,789
Property, plant and equipment, net	936,659			114,323			—			1,050,982
Goodwill	244,161			—			—			244,161
Intangible assets, net	2,089			30,453			—			32,542
Intercompany (payable) receivable	(2,807		)	(1,055		)	3,862			—
Investment in subsidiary	157,000			—			(157,000		)	—
Other assets, net	21,413			2,696			(2,331		)	21,778
TOTAL ASSETS	$	1,756,394		$	205,189		$	(159,331	)	$	1,802,252
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	155,000		$	—		$	—		155,000
Accounts payable and accrued liabilities	235,439			21,182			—			256,621
Current liability for pensions and   other postretirement employee benefits	7,631			—			—			7,631
Total current liabilities	398,070			21,182			—			419,252
Long-term debt	570,524			—			—			570,524
Liability for pensions and other   postretirement employee benefits	72,469			—			—			72,469
Other long-term obligations	43,275			—			—			43,275
Accrued taxes	1,928			842			—			2,770
Deferred tax liabilities	94,694			26,165			(2,331		)	118,528
TOTAL LIABILITIES	1,180,960			48,189			(2,331		)	1,226,818
Accumulated other comprehensive loss, net of tax	(43,983		)	—			—			(43,983		)
Stockholders’ equity excluding   accumulated other comprehensive loss	619,417			157,000			(157,000		)	619,417
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,756,394		$	205,189		$	(159,331	)	$	1,802,252

Clearwater Paper Corporation

Consolidating Statement of Cash Flows

Year Ended December 31, 2018

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) earnings	$	(139,968	)	$	18,301		$	(22,100	)	$	(143,767	)
Adjustments to reconcile net (loss) earnings to  net cash flows from operating activities:
Goodwill impairment	195,079			—			—			195,079
Depreciation and amortization	81,812			20,141			—			101,953
Equity-based compensation expense	3,314			—			—			3,314
Deferred taxes	15,019			(7,935		)	—			7,084
Employee benefit plans	(116		)	—			—			(116		)
Deferred issuance costs on debt	1,356			—			—			1,356
Gain on divested assets, net	—			(25,510		)	—			(25,510		)
Disposal of plant and equipment, net	727			(1		)	—			726
Other non-cash activity	146			—			—			146
Changes in working capital, net	24,455			904			(9,159		)	16,200
Change in taxes receivable, net	3,607			(1		)	10,374			13,980
Other, net	(1,790		)	244			—			(1,546		)
Net cash flows from operating activities	183,641			6,143			(20,885		)	168,899
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(293,766		)	(1,942		)	—			(295,708		)
Net proceeds from divested assets	70,930			—			—			70,930
Other, net	793			14			—			807
Net cash flows from investing activities	(222,043		)	(1,928		)	—			(223,971		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on short-term debt	630,848			—			—			630,848
Repayments of borrowings on short-term debt	(565,015		)	—			—			(565,015		)
Investment (to) from parent	(16,670		)	(4,215		)	20,885			—
Payment of tax withholdings on equity-   based payment arrangements	(413		)	—			—			(413		)
Payments for debt issuance costs	(2,139		)	—			—			(2,139		)
Net cash flows from financing activities	46,611			(4,215		)	20,885			63,281
Increase in cash, cash equivalents and restricted cash	8,209			—			—			8,209
Cash, cash equivalents and restricted cash at   beginning of period	16,738			—			—			16,738
Cash, cash equivalents and restricted cash at   end of period	$	24,947		$	—		$	—		$	24,947

Clearwater Paper Corporation

Consolidating Statement of Cash Flows

Year Ended December 31, 2017

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	99,710		$	11,911		$	(14,282	)	$	97,339
Adjustments to reconcile net earnings to net cash   flows from operating activities:
Depreciation and amortization	76,862			28,128			—			104,990
Equity-based compensation expense	3,620			—			—			3,620
Deferred taxes	(16,957		)	(23,632		)	—			(40,589		)
Employee benefit plans	(4,371		)	—			—			(4,371		)
Deferred issuance costs on debt	1,199			—			—			1,199
Disposal of plant and equipment, net	512			3,541			—			4,053
Other non-cash activity	1,750			—			—			1,750
Changes in working capital, net	8,776			5,529			7,456			21,761
Change in taxes receivable, net	(5,099		)	(5		)	(5,469		)	(10,573		)
Other, net	2,585			(3,094		)	—			(509		)
Net cash flows from operating activities	168,587			22,378			(12,295		)	178,670
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(193,864		)	(5,884		)	—			(199,748		)
Other, net	283			668			—			951
Net cash flows from investing activities	(193,581		)	(5,216		)	—			(198,797		)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock	(4,875		)	—			—			(4,875		)
Borrowings on short-term debt	298,308			—			—			298,308
Repayments of borrowings on short-term debt	(278,308		)	—			—			(278,308		)
Investment from (to) parent	8,282			(20,577		)	12,295			—
Payment of tax withholdings on   equity-based payment arrangements	(1,127		)	—			—			(1,127		)
Payments for debt issuance costs	(134		)	—			—			(134		)
Net cash flows from financing activities	22,146			(20,577		)	12,295			13,864
Decrease in cash, cash equivalents and restricted cash	(2,848		)	(3,415		)	—			(6,263		)
Cash, cash equivalents and restricted cash at    beginning of period	19,586			3,415			—			23,001
Cash, cash equivalents and restricted cash at    end of period	$	16,738		$	—		$	—		$	16,738

Clearwater Paper Corporation

Consolidating Statement of Cash Flows

Year Ended December 31, 2016

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	50,773		$	5,331		$	(6,550	)	$	49,554
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization	68,496			22,594			—			91,090
Equity-based compensation expense	12,385			—			—			12,385
Deferred taxes	18,860			605			(1,138		)	18,327
Employee benefit plans	(1,979		)	—			—			(1,979		)
Deferred issuance costs on debt	1,242			—			—			1,242
Disposal of plant and equipment, net	781			600			—			1,381
Other non-cash activities	740			18			—			758
Changes in working capital, net of acquisition	(642		)	774			(3,594		)	(3,462		)
Change in taxes receivable, net	1,078			(1,405		)	5,469			5,142
Other, net	(1,904		)	(921		)	1,138			(1,687		)
Net cash flows from operating activities	149,830			27,596			(4,675		)	172,751
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(145,579		)	(9,770		)	—			(155,349		)
Acquisition of Manchester Industries, net of cash acquired	(67,443		)	—			—			(67,443		)
Other, net	250			36			—			286
Net cash flows from investing activities	(212,772		)	(9,734		)	—			(222,506		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on short-term debt	1,273,959			—			—			1,273,959
Repayments of borrowings on short-term debt	(1,138,959		)	—			—			(1,138,959		)
Purchase of treasury stock	(65,327		)	—			—			(65,327		)
Investment from (to) parent	9,772			(14,447		)	4,675			—
Payments for debt issuance costs	(1,906		)	—			—			(1,906		)
Payment of tax withholdings on   equity-based payment arrangements	(933		)	—			—			(933		)
Other, net	312			—			—			312
Net cash flows from financing activities	76,918			(14,447		)	4,675			67,146
Increase in cash, cash equivalents and restricted cash	13,976			3,415			—			17,391
Cash, cash equivalents and restricted cash at   beginning of period	5,610			—			—			5,610
Cash, cash equivalents and restricted cash at   end of period	$	19,586		$	3,415		$	—		$	23,001

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Business Interruption and Insurance Recovery (Notes)

12 Months Ended

Dec. 31, 2018

Business Interruption and Insurance Recovery [Abstract]

Business Insurance Recoveries [Text Block]

NOTE 18 Business Interruption and Insurance Recovery

On October 24, 2018, our Lewiston, Idaho pulp and paperboard mill had a shaft break, causing an incorrect chemical mixture in a chip impregnation vessel that resulted in the vessel plugging and subsequently resulted in the shutdown of the chip pulping operation. We incurred significant incremental pulp replacement costs to keep the paperboard and tissue machines running at our Lewiston facility during this shutdown, as well as extra costs for overtime labor, maintenance, energy and repair and clean-up. We maintain property and business interruption insurance and filed a claim with our insurance provider to recover the incremental costs incurred as a result of the incident. All associated costs and insurance recoveries were recorded in "Cost of sales" in our Consolidated Statement of Operations and included in cash flows from operations in our Consolidated Statement of Cash Flows. The insurance claim for this event totaled $4.4 million.

The claim was settled in December 2018, and, net of the policy deductible of $2.5 million, we received $1.9 million from our property insurance provider as final payment of the claim.

On January 28, 2017, there was a fire at our Shelby, North Carolina facility warehouse. Although the building sustained minimal damage, the smoke and water damage to raw material and finished goods inventory was more significant. Operations were impacted during the clean-up and repair period. We filed a claim with our insurance providers to recover the cost of repairs to the equipment and estimated lost profits and inventory due to the disruption of the operations during the repair and cleanup period. Net of policy deductibles, the insurance claim for this event totaled $2.9 million, and was settled in its entirety in the first quarter of 2017. All associated costs and insurance recoveries have been recorded in "Cost of sales" in our Consolidated Statements of Operations and included in cash flows from operations in our Consolidated Statement of Cash Flows.

On November 14, 2016, we experienced a fire at our Las Vegas, Nevada facility. There was minimal disruption to the converting operations at that facility, however certain paper machine equipment was damaged and we incurred approximately 17 days of paper machine downtime while repairs were being made. We were unable to produce through-air-dried parent rolls during this period at the Las Vegas facility. We were able to replace a portion of this lost production capacity by shipping parent rolls from our Shelby, North Carolina facility, in addition to making open market purchases. We filed a claim with our insurance provider to recover the cost of repairs to the equipment and estimated lost profits due to the disruption of the operations during the repair period. The insurance claim for this event, net of policy deductible, was $2.9 million, of which $1.5 million was recorded in the fourth quarter of 2016 and $1.4 million was recorded in the first quarter of 2017. All associated costs and insurance recoveries have been recorded in "Cost of sales" in our Consolidated Statements of Operations and included in cash flows from operations in our Consolidated Statement of Cash Flows

On July 6, 2016, our Lewiston, Idaho facility experienced an electrical incidentthat caused a complete plant-wide power outage. Power was restored in approximately 18 hours. However, damage to certain equipment limited pulping operations throughout the remainder of July. In addition to repair costs, we incurred other various costs, including incremental pulp replacement costs, incremental natural gas costs, lost electrical generation and increased labor, chemical and wood costs. We filed a claim with our insurance provider to recover the cost of repairs to the equipment and estimated lost profits due to the disruption of the operations during the repair period. All associated costs and insurance recoveries were recorded in "Cost of sales" in our Consolidated Statement of Operations and included in the "Net earnings" line in our Consolidated Statement of Cash Flows. The insurance claim for this event totaled $8.5 million. The claim was settled in its entirety in September 2016, and, net of the policy deductible and certain exclusions totaling $3.5 million, we received $5.0 million from our property insurance provider as final payment of the claim.

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Summary of Significant Accouting Policies Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Account Purchase Agreement [Table Text Block]

ACCOUNT PURCHASE AGREEMENT

In June 2018, we entered into an agreement (the “Account Purchase Agreement”) to offer to sell, on a revolving and discounted basis, certain trade accounts receivable balances to an unrelated third-party financial institution. If the financial institution purchases receivables thereunder, in its sole discretion, such transfers are accounted for as sales of receivables resulting in the receivables being de-recognized from our Consolidated Balance Sheet. The Account Purchase Agreement provides for the continuing sale of certain receivables on a revolving basis until June 2020 and automatically renews for successive one year terms, unless either party elects to terminate the Account Purchase Agreement in accordance with its terms. The maximum amount of receivables that may be sold at any time, prior to the settlement thereof, is $60.0 million

For the second, third and fourth quarters of 2018, $22.0 million, $23.4 million, and $23.4 million of receivables were sold under the Account Purchase Agreement, respectively. As of December 31, 2018, $14.5 million of accounts receivable sold under the Asset Purchase Agreement were outstanding. The proceeds from these sales of receivables are included within the change in receivables in the operating activities section of the Consolidated Statements of Cash Flows. For the year ended December 31, 2018, we recorded factoring expense on sales of receivables of $0.2 million, which is included in the "Selling, general and administrative expenses" line in the Consolidated Statement of Operations.

We have no retained interest in the receivables sold under the Account Purchase Agreement, however, we do have servicing responsibilities for the sold receivables. The fair value of the servicing arrangement was not material to the financial statements.

SIGNIFICANT ESTIMATES

SIGNIFICANT ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S., which we refer to in this report as GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Significant areas requiring the use of estimates and measurement of uncertainty include determination of valuation for deferred tax assets, uncertain income tax positions, assessment of impairment of long-lived assets and goodwill, assessment of environmental matters, allocation of purchase price and fair value estimates for business combinations, equity-based compensation and pension and postretirement obligation assumptions. Actual results could differ from those estimates and assumptions.

Cash and Cash Equivalents, Policy [Policy Text Block]

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

We consider all highly liquid instruments with maturities of three months or less to be cash equivalents. Cash that is held by a third party and has restrictions on its availability to us is classified as restricted cash. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the balance sheet that sum to the total of those same amounts shown in our Consolidated Statements of Cash Flows.

	December 31,
(In thousands)	2018		2017		2016
Cash and cash equivalents	$	22,484	$	15,738	$	23,001
Restricted cash included in other assets, net	2,463		1,000		—
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	24,947	$	16,738	$	23,001

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost, including assets acquired under capital lease obligations and any interest costs capitalized, less accumulated depreciation. Depreciation of buildings, equipment and other depreciable assets is determined using the straight-line method. Estimated useful lives generally range from 10 to 40 years for land improvements; 10 to 40 years for buildings and improvements; 5 to 25 years for machinery and equipment; and 2 to 15 years for office and other equipment. Assets we acquire through business combinations have estimated lives that are typically shorter than the assets we construct or buy new.

We review the carrying value of our property, plant and equipment for impairment when events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. An impairment of property, plant and equipment exists when the carrying value is not considered to be recoverable through future undiscounted cash flows from operations and the carrying value of the assets exceeds the estimated fair value.

On August 21, 2018, we simultaneously announced and completed the sale of our Ladysmith, Wisconsin tissue manufacturing facility (the “Ladysmith Facility”) for net proceeds of approximately $71 million. This sale included $26.8 million of net property, plant and equipment.

On March 31, 2017, we closed our Oklahoma City converting facility. For the twelve months ended December 31, 2017, we incurred $14.7 million of costs associated with this announced closure, which includes $3.7 million in accelerated depreciation on certain fixed assets. For the twelve months ended December 31, 2016, we incurred $1.7 million of costs associated with this announced closure, which includes $1.3 million in accelerated depreciation on certain fixed assets.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

INTANGIBLE ASSETS

We use estimates in determining and assigning the fair value of the useful lives of intangible assets, the amount and timing of related future cash flows and fair values of the related operations. Our intangible assets have definite lives and are amortized over their estimated useful lives. We assess our intangible assets for impairment annually and when events or changes in circumstances indicate that the carrying amount may not be recoverable.

GOODWILL AND INTANGIBLES

GOODWILL

Goodwill from an acquisition represents the excess of the cost of a business acquired over the net of the amounts assigned to assets acquired, including identifiable intangible assets and liabilities assumed. We use estimates in determining and assigning the fair value of goodwill, including the amount and timing of related future cash flows and fair values of the related operations. Goodwill is not amortized but is tested for impairment annually as of November 1, as well as any time when events suggest impairment may have occurred. In the event the carrying value of the reporting unit in which our goodwill is assigned exceeds the estimated fair value of that reporting unit, an impairment loss would be recognized to the extent the carrying amount of the reporting unit exceeds its implied fair value.

We recorded $229.5 million of goodwill in connection with our acquisition of Cellu Tissue in December 2010. All of the recorded goodwill was assigned to our Consumer Products segment and reporting unit. As a result of the December 2014 sale of our Consumer Products segment's specialty business and mills, a portion of goodwill was allocated to the divested mills and included in our loss on divested assets. As the result of the August 2018 sale of the Ladysmith, Wisconsin manufacturing facility, a portion of goodwill was allocated to the sale of this business, resulting in a write-off of $14.0 million of goodwill. We recorded $35.1 million of goodwill in connection with our acquisition of Manchester. The goodwill from this acquisition is included in our Pulp and Paperboard segment.

We concluded that the estimated fair value of the Consumer Products reporting unit was less than its carrying value, resulting in a non-cash impairment charge of $195.1 million, which represented the remaining goodwill from our Consumer Products reporting unit. See Note 7, "Goodwill and Intangible Assets" for further discussion.

PENSION AND OTHER POSTRETIREMENT PLANS, POLICY [Policy Text Block]

PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS

The determination of pension plan expense and the requirements for funding our pension plans are based on a number of actuarial assumptions. Three critical assumptions are the discount rate applied to pension plan obligations, the rate of return on plan assets and mortality rates. For other postretirement employee benefit, or OPEB, plans, which provide certain health care and life insurance benefits to qualified retired employees, significant assumptions in determining OPEB income are the discount rate applied to benefit obligations, and mortality rates. We also participate in multiemployer defined benefit pension plans. We make contributions to these multiemployer plans, as well as make contributions to a trust fund established to provide retiree medical benefits for a portion of these employees.

The discount rate used in the determination of pension benefit obligations and pension expense is determined based on a review of long-term high-grade bonds and management's expectations. To determine the expected long-term rate of return on pension assets, we employ a process that analyzes historical long-term returns for various investment categories, as measured by appropriate indices. These indices are weighted based upon the extent to which plan assets are invested in the particular categories in arriving at our determination of a composite expected return.

An increase in the discount rate or the rate of expected return on plan assets, all other assumptions remaining the same, would decrease pension plan expense, and conversely, a decrease in either of these measures would increase plan expense. The actual rates of return on plan assets may vary significantly from the assumptions used because of unanticipated changes in financial markets.

The estimated net loss and prior service cost (credit) for the defined benefit pension and OPEB plans is amortized from accumulated other comprehensive loss into net periodic cost (benefit) in accordance with current accounting guidance.

Net periodic pension and OPEB expenses are included in “Cost of sales” and “Selling, general and administrative expenses” in the Consolidated Statements of Operations. The expense is allocated to all business segments. In accordance with current accounting guidance governing defined benefit pension and other postretirement plans, at December 31, 2018 and 2017, long-term assets are recorded for overfunded single-employer plans and liabilities are recorded for underfunded single-employer plans. The funded status of a benefit plan is measured as the difference between plan assets at fair value and the projected benefit obligation. For underfunded single-employer plans, the estimated liability to be payable in the next twelve months is recorded as a current liability, with the remaining portion recorded as a long-term liability.

INCOME TAXES

INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The determination of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from tax authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate.

REVENUE RECOGNITION

REVENUE RECOGNITION

We enter into contracts that can include various combinations of tissue and paperboard products, which are generally distinct and accounted for as separate performance obligations.

Revenue is recognized at a point in time upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Transfer of control typically occurs when the title and risk of loss passes to the customer. Shipping terms generally indicate when title and the risk of loss have passed. Revenue is recognized at shipment for sales when shipping terms are free on board, or FOB, shipping point. For sales where shipping terms are FOB destination, which represents the majority of our shipping terms, revenue is recognized when the goods are received by the customer. Revenue from both domestic and foreign sales of our products can involve shipping terms of either FOB shipping point or FOB destination or other shipping terms, depending upon the sales agreement with the customer. We have elected to treat shipping and handling costs for FOB shipping point contracts as a fulfillment cost, not as a separate performance obligation. No revenue is recognized over time. We typically expense incremental direct costs of obtaining a contract (sales commissions) when incurred because the amortization period is generally 12 months or less. We have also elected to use the practical expedient to not disclose unsatisfied or partially satisfied performance obligations as we have no unsatisfied contracts where the remaining portions are expected to be satisfied in a period greater than one year.

We provide for trade promotions, customer cash discounts, customer returns and other deductions as reductions to net sales, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. Revenue net of returns and credits is only recognized to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Significant judgment is required to determine the most probable amount of variable consideration to apply as a reduction to net sales. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Payment terms and conditions vary by contract type. Terms generally include a requirement of payment within 30 days, and do not include a significant financing component.

Trade accounts receivable are stated at the amount we expect to collect. Trade accounts receivable do not bear interest. The allowance for doubtful accounts is our best estimate of the losses we expect will result from the inability of our customers to make required payments. We generally determine the allowance based on a combination of actual historical write-off experience and an analysis of specific customer accounts. As of December 31, 2018 and 2017, we had allowances for doubtful accounts of $1.5 million and $1.4 million, respectively. Bad debt expense, net, charged to selling, general and administrative expenses during 2018, 2017 and 2016 was $0.4 million, $0.2 million, and $0.7 million, respectively. All other activity impacting the allowance for doubtful accounts was immaterial for all periods.

We had one customer in the Consumer Products segment, the Kroger Company, that accounted for approximately 11.1% of our total company net sales in 2018, approximately 15.3% of our total company net sales in 2017, and approximately 13.4% of our total company net sales in 2016.

Refer to Note 19, "Segment Information," for further information, including the disaggregation of revenue by segment, primary geographical market, and major product type.

ENVIRONMENTAL

ENVIRONMENTAL

As part of our corporate policy, we have an ongoing process to monitor, report on and comply with environmental requirements. Based on this ongoing process, accruals for environmental liabilities that are not within the scope of specific authoritative guidance related to accounting for asset retirement obligations or conditional asset retirement obligations are established in accordance with guidance related to accounting for contingencies. We estimate our environmental liabilities based on various assumptions and judgments, the specific nature of which varies in light of the particular facts and circumstances surrounding each environmental liability. These estimates typically reflect assumptions and judgments as to the probable nature, magnitude and timing of required investigation, remediation and monitoring activities and the probable cost of these activities. Currently, we are not aware of any material environmental liabilities and have accrued only for specific costs related to environmental matters that we have determined are probable and for which an amount can be reasonably estimated. Fees for professional services associated with environmental and legal issues are expensed as incurred.

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

On December 15, 2015, we announced that our Board of Directors had approved a stock repurchase program authorizing the repurchase of up to $100 million of our common stock. The repurchase program authorizes purchases of our common stock from time to time through open market purchases, negotiated transactions or other means, including accelerated stock repurchases and 10b5-1 trading plans in accordance with applicable securities laws and other restrictions. We have no obligation to repurchase stock under this program and may suspend or terminate the program at any time. In total, we have repurchased 1,440,696 shares of our outstanding common stock pursuant to the repurchase program, of which 84,750 shares were repurchased during 2017 at an average price of $57.53 per share. We did not repurchase shares during 2018. As of December 31, 2018, we had up to $29.8 million of authorization remaining pursuant to this stock repurchase program.

During 2017, we retired 7,821,005 treasury shares. The impact of this retirement was reflected within the stockholders' equity line items on our Consolidated Balance Sheet.

DERIVATIVES

DERIVATIVES

We had no activity during the years ended December 31, 2018, 2017 and 2016 that required hedge or derivative accounting treatment. However, to partially mitigate our exposure to market risk for changes in utility commodity pricing, we use firm price contracts to supply a portion of the natural gas requirements for our manufacturing facilities. As of December 31, 2018, these contracts covered approximately 14% of the expected average monthly requirements for 2019, including approximately 12% of the expected average monthly requirements for the first quarter. For the years ended December 31, 2018, 2017 and 2016, approximately 29%, 28%, and 45%, respectively, of our natural gas volumes were supplied through firm price contracts. These contracts qualify for treatment as “normal purchases or normal sales” under authoritative guidance and thus require no mark-to-market adjustment.

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Inventories Inventories (Policies)

12 Months Ended

Dec. 31, 2018

Inventory Disclosure [Abstract]

Inventory, Policy [Policy Text Block]

At December 31, 2018, our inventories are stated at the lower of net realizable value or current average cost using the average cost method.

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Business Combinations (Tables)

12 Months Ended

Dec. 31, 2018

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

We allocated the purchase price to the net assets of Manchester Industries acquired in the acquisition based on our estimates of the fair value of assets and liabilities as follows:

(in thousands)	Amount
Current assets	$	22,046
Property, plant and equipment	6,967
Goodwill	35,074
Intangible assets	25,472
Assets acquired	89,559
Current liabilities	5,403
Deferred tax liabilities	12,491
Liabilities assumed	17,894
Net assets acquired	$	71,665

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Inventories (Tables)

12 Months Ended

Dec. 31, 2018

Inventory Disclosure [Abstract]

Inventories

	December 31,
(In thousands)	2018		2017
Pulp, paperboard and tissue products	$	159,499	$	165,281
Materials and supplies	86,892		85,987
Logs, pulpwood, chips and sawdust	19,853		14,775
	$	266,244	$	266,043

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

	December 31,
(In thousands)	2018			2017
Machinery and equipment	$	2,161,306		$	2,124,701
Buildings and improvements	381,071			340,042
Land improvements	84,525			49,908
Office and other equipment	49,980			46,467
Land	10,756			11,726
Construction in progress	273,291			114,424
	$	2,960,929		$	2,687,268
Less accumulated depreciation and amortization	(1,691,658		)	(1,636,286		)
	$	1,269,271		$	1,050,982

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2018

Goodwill [Line Items]

Goodwill Disclosure [Text Block]

Changes in the carrying value of goodwill are as follows:

(Dollars in thousands)	December 31, 2018			December 31, 2017
Balance at beginning of year	$	244,161		$	244,283
Impairment of goodwill	(195,079		)	—
Write-down of goodwill due to Ladysmith sale	(14,008		)	—
Acquisition accounting adjustment	—			(122		)
Balance at end of year	$	35,074		$	244,161
Goodwill by segment
Consumer products	$	—		$	209,087
Pulp and paperboard	35,074			35,074
Total goodwill	$	35,074		$	244,161

Intangible Assets

Intangible assets at the balance sheet dates are comprised of the following:

	December 31, 2018
(Dollars in thousands, lives in years)	Weighted Average Useful Life	Historical Cost		Accumulated Amortization			Net Balance
Customer relationships	9.4	$	56,453	$	(35,469	)	$	20,984
Trade names and trademarks	7.4	6,786		(4,029		)	2,757
Other intangibles	6.0	572		(233		)	339
Total intangible assets		$	63,811	$	(39,731	)	$	24,080

	December 31, 2017
(Dollars in thousands, lives in years)	Weighted Average Useful Life	Historical Cost		Accumulated Amortization			Net Balance
Customer relationships	9.3	$	62,401	$	(34,061	)	$	28,340
Trade names and trademarks	7.4	6,786		(3,000		)	3,786
Non-compete agreements	5.0	574		(574		)	—
Other Intangibles	6.0	572		(156		)	416
Total intangible assets		$	70,333	$	(37,791	)	$	32,542

Estimated Future Amortization Expense Related to Intangible Assets

As of December 31, 2018, estimated future amortization expense related to intangible assets is as follows (in thousands):

Years ending December 31,	Amount
2019	$	7,140
2020	3,246
2021	2,917
2022	2,217
2023	2,140
Thereafter	6,420
Total	$	24,080

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Earnings (Loss) Before Income Taxes Composition in Each Tax Jurisdiction

earnings before income taxes is comprised of the following amounts:

	For The Years Ended December 31,
(In thousands)	2018			2017		2016
United States	$	(133,462	)	$	40,954	$	80,666

Provision (Benefit) for Income Taxes

The income tax provision (benefit) is comprised of the following:

	For The Years Ended December 31,
(In thousands)	2018		2017			2016
Current
Federal	$	1,073	$	(16,729	)	$	7,434
State	2,148		933			5,351
Total current	3,221		(15,796		)	12,785
Deferred
Federal	3,569		(36,810		)	15,573
State	3,515		(3,779		)	2,754
Total deferred	7,084		(40,589		)	18,327
Income tax provision (benefit)	$	10,305	$	(56,385	)	$	31,112

Income Tax Reconciliation

The income tax provision or benefit differs from the amount computed by applying the statutory federal income tax rate of 21.0% in 2018 and 35.0% in 2017 and 2016 to earnings before income taxes due to the following:

	For The Years Ended December 31,
(In thousands)	2018			2017			2016
Tax at the statutory rate	$	(28,027	)	$	14,334		$	28,233
Goodwill impairment	40,966			—
Federal rate change	—			(70,055		)	—
State and local taxes, net of federal income tax impact	4,433			(1,201		)	3,046
Federal credits and net operating losses	(10,889		)	(3,158		)	(2,850		)
Stock compensation	712			2,207			—
Other, net1	3,110			1,488			2,683
Income tax provision (benefit)	$	10,305		$	(56,385	)	$	31,112

Tax Effects of Significant Temporary Differences Creating Deferred Tax Assets and Liabilities

The tax effects of significant temporary differences creating deferred tax assets and liabilities at December 31 were:    

(In thousands)	2018			2017
Deferred tax assets:
Employee benefits	$	4,202		$	3,940
Postretirement employee benefits	15,850			17,132
Incentive compensation	4,338			5,194
Inventories	6,227			7,959
Pensions	7,380			2,516
State credit carryforwards	10,705			11,752
State net operating losses	1,987			3,088
Other	5,562			1,949
Total deferred tax assets	$	56,251		$	53,530
Valuation allowance	(3,764		)	(3,733		)
Deferred tax assets, net of valuation allowance	$	52,487		$	49,797
Deferred tax liabilities:
Plant and equipment	$	(161,832	)	$	(153,885	)
Intangible assets	(5,643		)	(7,577		)
Total deferred tax liabilities	(167,475		)	(161,462		)
Net deferred tax liabilities	$	(114,988	)	$	(111,665	)

Net deferred tax assets (liabilities) consist of:

(In thousands)	2018			2017
Non-current deferred tax assets1	$	6,194		$	6,863
Non-current deferred tax liabilities	(121,182		)	(118,528		)
Net non-current deferred tax liabilities	(114,988		)	(111,665		)
Net deferred tax liabilities	$	(114,988	)	$	(111,665	)

¹  Included in "Other assets, net" on our accompanying December 31, 2018 and 2017 Consolidated Balance Sheets.

Roll Forward of Unrecognized Tax Benefits and Associated Interest and Penalties Included in the Accrued Taxes line item in non-current liabilities

(In thousands)	Gross Unrecognized Tax Benefits, Excluding Interest and Penalties			Interest and Penalties			Total Gross Unrecognized Tax Benefits
Balance at December 31, 2016	$	4,903		$	237		$	5,140
Change in prior year tax positions	(1,149		)	48			(1,101		)
Change in current year tax positions	320			—			320
Balance at December 31, 2017	$	4,074		$	285		$	4,359
Change in prior year tax positions	(560		)	61			(499		)
Reductions as a result of a lapse of the applicable statute of limitations	(645		)	(56		)	(701		)
Change in current year tax positions	280			—			280
Balance at December 31, 2018	$	3,149		$	290		$	3,439

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Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2018

Accounts Payable and Accrued Liabilities [Abstract]

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

	December 31,
(In thousands)	2018		2017
Trade accounts payable	$	228,059	$	169,293
Accrued wages, salaries and employee benefits	41,426		41,979
Accrued interest	14,672		12,723
Accrued discounts and allowances	8,143		7,283
Accrued taxes other than income taxes payable	6,243		6,907
Accrued utilities	6,934		6,759
Other	15,555		11,677
	$	321,032	$	256,621

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Other Long-Term Obligations (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure Other Long Term Obligations [Abstract]

Other Long-Term Obligations

	December 31,
(In thousands)	2018		2017
Long-term lease obligations, net of current portion	$	27,419	$	26,460
Deferred proceeds	4,511		5,576
Deferred compensation	2,585		5,023
Other	4,462		6,216
	$	38,977	$	43,275

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Reclassification out of Accumulated Other Comprehensive Income (Tables)

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]

Accumulated other comprehensive loss at the balance sheet dates is comprised of the following:

(In thousands)	Pension and Other Post Retirement Employee Benefit Plan Adjustments
Balance at December 31, 20162	$	(51,753	)
Other comprehensive income before reclassifications	6,745
Amounts reclassified from accumulated other comprehensive loss	1,025
Other comprehensive income, net of tax1	7,770
Balance at December 31, 2017	$	(43,983	)
Other comprehensive loss before reclassifications	(16,036		)
Amounts reclassified from accumulated other comprehensive loss	5,523
Other comprehensive loss, net of tax1	(10,513		)
Reclassification of the income tax effects of the Tax Cuts and Jobs Act	(12,852		)
Balance at December 31, 2018	$	(67,348	)

¹ For the year ended December 31, 2018, net periodic costs associated with our pension and other postretirement employee benefit, or OPEB, plans included in other comprehensive loss and reclassified from accumulated other comprehensive loss, or AOCL, included $21.8 million of net loss on plan assets, $9.2 million of actuarial loss amortization, and $1.7 million of prior service credit amortization, less total tax of $3.8 million. For the year ended December 31, 2017, net periodic costs associated with our pension and OPEB plans included in other comprehensive income and reclassified from AOCL included $9.2 million of net gain on plan assets, $3.3 million of actuarial loss amortization, and $1.5 million of prior service credit amortization, less total tax of $3.1 million. These accumulated other comprehensive loss components are included in the computation of net periodic pension and OPEB costs in Note 13, “Savings, Pension and Other Postretirement Employee Benefit Plans.”

²  Included in the balance at December 31, 2016 is settlement expense of $3.5 million associated with the remeasurement of our salaried pension plan, which is discussed further in Note 13, “Savings, Pension and Other Postretirement Employee Benefit Plans.” The settlement expense is net of tax totaling $1.4 million.

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Savings, Pension and Other Postretirement Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2018

Retirement Benefits [Abstract]

Changes in Benefit Obligation, Plan Assets and Funded Status for Company-Sponsored Benefit Plans

The changes in benefit obligation, plan assets and funded status for company-sponsored benefit plans as of December 31 are as follows:

	Pension Benefit Plans						Other Postretirement Employee Benefit Plans
(In thousands)	2018			2017			2018			2017
Benefit obligation at beginning of year	$	317,814		$	304,388		$	65,128		$	69,163
Service cost	1,789			2,069			136			163
Interest cost	12,020			13,149			2,435			2,745
Actuarial (gains) losses	(16,356		)	19,130			(367		)	(1,254		)
Benefits paid	(21,101		)	(20,922		)	(7,000		)	(5,689		)
Benefit obligation at end of year	294,166			317,814			60,332			65,128
Fair value of plan assets at beginning of year	310,966			285,638			20			20
Actual return on plan assets	(21,474		)	45,796			—			—
Employer contribution	466			454			7,000			5,689
Benefits paid	(21,101		)	(20,922		)	(7,000		)	(5,689		)
Fair value of plan assets at end of year	268,857			310,966			20			20
Funded status at end of year	$	(25,309	)	$	(6,848	)	$	(60,312	)	$	(65,108	)

Schedule of Amounts Recognized in Balance Sheet

Amounts recognized in the Consolidated Balance Sheets:

	Pension Benefit Plans						Other Postretirement Employee Benefit Plans
(In thousands)	2018			2017			2018			2017
Non-current assets	$	—		$	8,144		$	—		$	—
Current liabilities	(441		)	(441		)	(6,989		)	(7,190		)
Non-current liabilities	(24,868		)	(14,551		)	(53,323		)	(57,918		)
Net amount recognized	$	(25,309	)	$	(6,848	)	$	(60,312	)	$	(65,108	)

Amounts Recognized (Pre-tax) in Accumulated Other Comprehensive Loss

mounts recognized in Accumulated Other Comprehensive Loss as of December 31 consist of:

	Pension Benefit Plans				Other Postretirement Employee Benefit Plans
(In thousands)	2018		2017		2018			2017
Net loss (gain)	$	111,927	$	99,865	$	(15,006	)	$	(15,541	)
Prior service cost (credit)	—		—		—			(1,676		)
Net amount recognized	$	111,927	$	99,865	$	(15,006	)	$	(17,217	)

Certain Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets

Information as of December 31 for certain pension plans included above with accumulated benefit obligations in excess of plan assets were as follows:

(In thousands)	2018		2017
Projected benefit obligation	$	294,166	$	178,452
Accumulated benefit obligation	294,166		178,452
Fair value of plan assets	268,857		163,460

Pre-tax Components of Net Periodic Cost

Pre-tax components of net periodic cost and other amounts recognized in Other Comprehensive Income (Loss) for the years ended December 31 were as follows:

Net Periodic Cost:

	Pension Benefit Plans									Other Postretirement Employee Benefit Plans
(In thousands)	2018			2017			2016			2018			2017			2016
Service cost	$	1,789		$	2,069		$	1,562		$	136		$	163		$	249
Interest cost	12,020			13,149			14,072			2,435			2,745			3,075
Expected return on plan assets	(17,002		)	(18,765		)	(19,389		)	—			(1		)	(1		)
Amortization of prior service cost (credit)	—			8			22			(1,676		)	(1,535		)	(1,712		)
Amortization of actuarial loss (gain)	10,058			9,874			11,463			(902		)	(6,618		)	(7,566		)
Settlement	—			—			3,482			—			—			—
Net periodic cost (income)	$	6,865		$	6,335		$	11,212		$	(7	)	$	(5,246	)	$	(5,955	)

Other Amounts Recognized in Other Comprehensive Income (Loss)

Other amounts recognized in Other Comprehensive Income (Loss) before tax:

	Pension Benefit Plans									Other Postretirement Employee Benefit Plans
(In thousands)	2018			2017			2016			2018			2017			2016
Net loss (gain)	$	22,120		$	(7,901	)	$	(1,445	)	$	(367	)	$	(1,253	)	$	818
Curtailments	—			—			—			—			—			—
Prior service credit	—			—			—			—			—			—
Amortization of prior service (cost) credit	—			(8		)	(22		)	1,676			1,535			1,712
Amortization of actuarial (loss) gain	(10,058		)	(9,874		)	(11,463		)	902			6,618			7,566
Settlement	—			—			(3,482		)	—			—			—
Total recognized in other comprehensive   loss (income)	$	12,062		$	(17,783	)	$	(16,412	)	$	2,211		$	6,900		$	10,096
Total recognized in net periodic cost and   other comprehensive (income) loss	$	18,927		$	(11,448	)	$	(5,200	)	$	2,203		$	1,654		$	4,141

Weighted Average Assumptions Used to Determine Benefit Obligation

Weighted average assumptions used to determine the benefit obligation as of December 31 were:

	Pension Benefit Plans						Other Postretirement Employee Benefit Plans
	2018		2017		2016		2018		2017		2016
Discount rate	4.40	%	3.90	%	4.45	%	4.55	%	3.95	%	4.30	%

Weighted average assumptions used to determine the net periodic cost for the years ended December 31 were:

	Pension Benefit Plans						Other Postretirement Employee Benefit Plans
	2018		2017		2016		2018		2017		2016
Discount rate	3.90	%	4.45	%	4.70	%	3.95	%	4.30	%	4.50	%
Expected return on plan assets	6.00		6.75		6.75		—		—		—

One Percentage Point Change in Health Care Cost Trend Rates

A one percentage point change in the health care cost trend rates would have the following effects:

(In thousands)	1% Increase		1% Decrease
Effect on total of service and interest cost components	$	172	$	(149	)
Effect on postretirement employee benefit obligation	3,749		(3,279		)

Investments at Fair Value for Company Sponsored Pension Benefit Plans within Fair Value Hierarchy

The following tables set forth by level, within the fair value hierarchy, the investments at fair value for our company-sponsored pension benefit plans:

	December 31, 2018
(In thousands)	Level 1		Investments measured at net asset value		Total
Cash and cash equivalents	$	2,004	$	—	$	2,004
Common and collective trust:
Collective investment funds	—		266,853		266,853
Total investments at fair value	$	2,004	$	266,853	$	268,857

	December 31, 2017
(In thousands)	Level 1		Investments measured at net asset value		Total
Cash and cash equivalents	$	2,010	$	—	$	2,010
Common and collective trusts:
Collective investment funds	—		308,956		308,956
Total investments at fair value	$	2,010	$	308,956	$	310,966

Long Term Asset Allocation Ranges

Assets are diversified among various asset classes, such as domestic equities, international equities, fixed income and cash. The long-term asset allocation ranges are as follows:

Domestic equities	10%-18%
International equities, including emerging markets	10%-18%
Corporate/Government bonds	68%-78%
Liquid reserves	0%-5%

Schedule of Expected Benefit Payments

Estimated future benefit payments are as follows for the years indicated:

(In thousands)	Pension Benefit Plans	Other Postretirement Employee Benefit Plans
2019	20,700	7,010
2020	20,580	6,501
2021	20,427	5,409
2022	20,341	4,849
2023	20,312	4,496
2024-2028	98,651	18,685

Multiemployer Defined Benefit Plans

Pension Fund	EIN	Plan Number	PPA Zone Status1			FIP/RP Status Pending/ Implemented	Contributions (in thousands)						Surcharge Imposed	Expiration  Date of Collective Bargaining Agreement
			2018	2017			2018		2017		2016
IAM NPF	51-6031295	002	Green	Green		N/A	$	316	$	333	$	335	No	5/31/2018
PIUMPF	11-6166763	001	Red	Red		Implemented	5,386		5,815		5,679		No	8/31/2017
					Total Contributions:		$	5,702	$	6,148	$	6,014

¹   PIUMPF has been certified as in "Critical and Declining Status" for 2018 and 2017, under the provisions of the Multiemployer Pension Plan Reform Act of 2014.

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Reconciliation of Number of Common Shares Used in Calculating Basic and Diluted Net Earnings per Share

The following table reconciles the number of common shares used in calculating the basic and diluted net earnings per share: 

	December 31,
	2018			2017		2016
Basic average common shares outstanding1	16,486,807			16,464,286		17,000,599
Incremental shares due to:
Restricted stock units	—			21,522		21,668
Performance shares	—			45,252		76,525
Stock options	—			24,866		7,648
Diluted average common shares outstanding	16,486,807			16,555,926		17,106,440
Basic net (loss) earnings per common share	$	(8.72	)	$	5.91	$	2.91
Diluted net (loss) earnings per common share	(8.72		)	5.88		2.90
Anti-dilutive shares excluded from calculation	929,399			499,348		220,037

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Equity-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2018

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block]

Employee Equity-Based Compensation Expense

Employee equity-based compensation expense was recognized as follows:

(In thousands)	2018		2017		2016
Restricted stock units	$	2,141	$	1,618	$	1,381
Performance shares	1,125		2,283		3,311
Stock options	2,388		2,552		2,913
Total employee equity-based compensation	$	5,654	$	6,453	$	7,605
Related tax benefit	$	1,486	$	2,149	$	2,767

Summary of Status of Outstanding RSU Awards

A summary of the status of outstanding RSU awards as of December 31, 2018, 2017, and 2016, and changes during those years, is presented below:

	2018				2017				2016
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Unvested shares outstanding at
January 1	94,471		$	50.22	54,460		$	47.16	46,029		$	60.17
Granted	111,054		37.31		66,774		56.45		44,627		39.10
Vested	(43,878	)	46.36		(17,531	)	62.75		(29,338	)	55.16
Forfeited	(33,994	)	43.30		(9,232	)	53.52		(6,858	)	47.80
Unvested shares outstanding at   December 31	127,653		42.09		94,471		50.22		54,460		47.16
Vested shares outstanding at December 31	—		—		4,226		38.75		10,860		52.71
Deferred shares outstanding at   December 31	33,663		7.31		33,663		7.31		35,438		7.21
Total shares outstanding at    December 31	161,316		$	34.83	132,360		$	38.94	100,758		$	33.71
Aggregate intrinsic value of   outstanding shares (in thousands)			$	3,931			$	6,009			$	6,605

Share-based Compensation, Activity [Table Text Block]

A summary of the status of outstanding stock option awards as of December 31, 2018, and changes during the year, is presented below:

	Shares		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding options at December 31, 2015	277,693		$	64.47				$	—
Granted	280,191		38.86		$	14.42
Forfeited	(30,830	)	47.79
Outstanding options at December 31, 2016	527,054		$	51.83			8.2	$	7,232
Granted	158,484		56.45		18.82
Forfeited	(22,306	)	50.74
Expired	(5,913	)	66.97
Outstanding options at   December 31, 2017	657,319		$	52.84			7.4	$	—
Granted	198,426		37.39		14.51
Forfeited	(69,557	)	43.18
Expired	(24,254	)	62.74
Outstanding options at   December 31, 2018	761,934		$	49.38			6.2	$	—
Outstanding and exercisable   options at December 31, 2018	273,776		$	63.40			5.8	$	—

Assumption Used in Black-Scholes Option-Pricing Model to Estimate Fair Value of Stock Options

Volatility	35	%
Risk-free interest rate	2.74	%
Expected life-years	6.0

Summary of Status of Outstanding Performance Share Awards

A summary of the status of outstanding performance share awards as of December 31, 2018, 2017, and 2016, and changes during those years, is presented below:

	2018				2017				2016
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding share awards at   January 1	117,252		$	45.10	175,683		$	62.26	92,563		$	84.18
Granted	49,040		37.45		33,907		58.58		93,397		39.70
Settled	(73,243	)	39.70		(87,491	)	84.65		—		—
Forfeited	(14,619	)	45.12		(4,847	)	47.61		(10,277	)	54.55
Outstanding share awards at   December 31	78,430		45.36		117,252		45.10		175,683		62.26
Aggregate intrinsic value (in   thousands)			$	1,911			$	5,323			$	11,516

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Estimated Fair Values of Financial Instruments

The estimated fair values of our financial instruments as of our balance sheet dates are presented below:

	December 31,
	2018				2017
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash, cash equivalents and restricted cash (Level 1)	$	24,947	$	24,947	$	16,738	$	16,738
Short-term borrowings under revolving credit facilities (Level 2)	100,000		99,909		155,000		154,882
Other short-term debt (Level 1)	20,833		20,833		—		—
Long-term debt (Level 2)	675,000		612,546		575,000		569,250

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Additional information [Abstract]

Future Minimum Commitments For Capital And Operating Leases

As of December 31, 2018, under current operating and capital lease contracts, we had future minimum lease payments as follows:

(In thousands)	Capital			Operating
2019	$	3,093		$	12,038
2020	3,062			11,421
2021	3,112			10,424
2022	3,019			9,489
2023	2,789			7,163
Thereafter	21,710			24,276
Total future minimum lease payments	$	36,785		$	74,811
Less interest portion	(13,887		)
Present value of future minimum lease payments	$	22,898

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2018

Revenue from External Customer [Line Items]

Revenue from External Customers by Geographic Areas [Table Text Block]

Our manufacturing facilities and all other assets are located within the continental United States. We sell and ship our products to customers in many foreign countries. Net sales, classified by the major geographic areas in which our customers are located and by major products, were as follows:

(In thousands)	2018		2017		2016
Primary geographical markets:
United States	$	1,648,610	$	1,650,066	$	1,663,231
Other Countries	75,608		80,342		71,532
Total Net Sales	$	1,724,218	$	1,730,408	$	1,734,763
Major products:
Retail tissue	$	794,434	$	857,642	$	865,765
Paperboard	837,891		788,501		746,383
Non-retail tissue	88,214		81,044		121,291
Other	3,679		3,221		1,324
Total net sales	$	1,724,218	$	1,730,408	$	1,734,763

Revenue from External Customers by Products and Services [Table Text Block]

Our manufacturing facilities and all other assets are located within the continental United States. We sell and ship our products to customers in many foreign countries. Net sales, classified by the major geographic areas in which our customers are located and by major products, were as follows:

(In thousands)	2018		2017		2016
Primary geographical markets:
United States	$	1,648,610	$	1,650,066	$	1,663,231
Other Countries	75,608		80,342		71,532
Total Net Sales	$	1,724,218	$	1,730,408	$	1,734,763
Major products:
Retail tissue	$	794,434	$	857,642	$	865,765
Paperboard	837,891		788,501		746,383
Non-retail tissue	88,214		81,044		121,291
Other	3,679		3,221		1,324
Total net sales	$	1,724,218	$	1,730,408	$	1,734,763

Reportable Segments Information

(In thousands)	2018			2017			2016
Segment net sales:
Consumer Products	$	884,812		$	941,907		$	988,380
Pulp and Paperboard	839,406			788,501			746,383
Total segment net sales	$	1,724,218		$	1,730,408		$	1,734,763
Operating (loss) income:
Consumer Products1,2,3	$	(2,731	)	$	28,973		$	66,164
Gain on divested assets4	23,952			—			1,755
Goodwill impairment	(195,079		)	—			—
	(173,858		)	28,973			67,919
Pulp and Paperboard 2,3	130,426			97,360			112,700
	(43,432		)	126,333			180,619
Corporate2,3,5	(54,477		)	(55,148		)	(65,855		)
(Loss) income from operations	$	(97,909	)	$	71,185		$	114,764
Depreciation and amortization:
Consumer Products6	$	57,784		$	65,007		$	59,375
Pulp and Paperboard	37,798			34,474			26,741
Corporate	6,371			5,509			4,974
Total depreciation and amortization	$	101,953		$	104,990		$	91,090
Assets:
Consumer Products	$	1,094,120		$	1,069,876		$	1,031,563
Pulp and Paperboard	638,772			645,353			586,687
	1,732,892			1,715,229			1,618,250
Corporate	55,226			87,023			66,092
Total assets	$	1,788,118		$	1,802,252		$	1,684,342
Capital expenditures:
Consumer Products	$	307,794		$	112,597		$	47,079
Pulp and Paperboard	17,943			74,616			104,113
	325,737			187,213			151,192
Corporate	12,213			11,472			4,485
Total capital expenditures	$	337,950		$	198,685		$	155,677

¹  Operating income for the Consumer Products segment for the twelve months ended December 31, 2017 include costs associated with the March 31, 2017 Oklahoma City facility closure. These costs include $4.3 million of loss on the write-down of assets to their held for sale value and $3.2 million of expenses associated with the execution of a sublease for the facility.

²  As a result of the adoption of ASU 2017-07, certain pension and OPEB (costs) income have been reclassified from operating to non-operating income. The service cost component of pension and OPEB costs remains within segment operating income. Refer to Note 3, "Recently Adopted and New Accounting Standards," and Note 13, "Savings, Pension and Other Postretirement Benefit Plans," for additional detail.

³  Income (loss) from operations for the Consumer Products, Pulp and Paperboard and Corporate segments for the twelve months ended December 31, 2018 include $1.9 million, $0.5 million and $4.5 million respectively, of expenses associated with our selling, general and administrative cost and control measures.

⁴  Gain on divested assets for the twelve months ended December 31, 2018 relates to the sale of our Ladysmith, Wisconsin facility. For additional discussion, see Note 4 "Asset Divestiture."

⁵  Corporate expenses for 2016 include $2.7 million of expenses associated with the acquisition of Manchester Industries. Operating results subsequent to the acquisition of Manchester are included in the Pulp and Paperboard segment. Corporate expenses for 2016 also include a $3.5 million settlement accounting charge associated with a pension lump sum buyout for term-vested participants.

⁶  Depreciation and amortization expense for the Consumer Products segment for the twelve months ended December 31, 2017 and 2016 includes accelerated depreciation of $3.7 million and $1.3 million, respectively, associated with the Oklahoma City facility closure.

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Financial Results by Quarter Financial Results by Quarter (Tables)

12 Months Ended

Dec. 31, 2018

Quarterly Financial Information Disclosure [Abstract]

Financial Results by Quarter

Financial Results by Quarter (Unaudited)

	Three Months Ended
(In thousands—   except per-share   amounts)	March 31,						June 30,						September 30,						December 31,
	2018			2017			2018			2017			2018			2017			2018			2017
Net sales	$	436,952		$	437,525		$	432,099		$	429,663		$	426,460		$	426,504		$	428,707		$	436,716
Costs and   expenses:
Cost of sales	(392,433		)	(387,060		)	(387,154		)	(381,061		)	(376,221		)	(386,762		)	(382,204		)	(375,458		)
Selling, general and   administrative   expenses	(32,980		)	(29,955		)	(26,564		)	(29,454		)	(26,283		)	(34,582		)	(27,161		)	(34,891		)
Gain on divested   assets	—			—			—			—			22,944			—			1,008			—
Goodwill impairment	—			—			—			—			—			—			(195,079		)	—
Total operating   costs and   expenses	(425,413		)	(417,015		)	(413,718		)	(410,515		)	(379,560		)	(421,344		)	(603,436		)	(410,349		)
Income (loss) from   operations	11,539			20,510			18,381			19,148			46,900			5,160			(174,729		)	26,367
Net earnings (loss)	$	2,600		$	7,515		$	6,961		$	8,037		$	34,444		$	863		$	(187,772	)	$	80,924
Net earnings (loss)   per common   share1
Basic	$	0.16		$	0.46		$	0.42		$	0.49		$	2.09		$	0.05		$	(11.39	)	$	4.92
Diluted	0.16			0.45			0.42			0.48			2.08			0.05			(11.39		)	4.88

XML

Supplemental Guarantor Financial Information (Tables)

12 Months Ended

Dec. 31, 2018

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Clearwater Paper Corporation

Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2018

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,752,343		$	194,914		$	(223,039	)	$	1,724,218
Costs and expenses:
Cost of sales	(1,583,009		)	(172,965		)	217,962			(1,538,012		)
Selling, general and administrative expenses	(92,236		)	(20,752		)	—			(112,988		)
Goodwill impairment	(195,079		)	—			—			(195,079		)
Gain on divested assets, net	—			23,952			—			23,952
Total operating costs and expenses	(1,870,324		)	(169,765		)	217,962			(1,822,127		)
(Loss) income from operations	(117,981		)	25,149			(5,077		)	(97,909		)
Interest expense, net	(30,115		)	(505		)	—			(30,620		)
Non-operating pension and other post employment benefit costs	(4,933		)	—			—			(4,933		)
(Loss) earnings before income taxes	(153,029		)	24,644			(5,077		)	(133,462		)
Income tax provision	(5,240		)	(6,343		)	1,278			(10,305		)
Equity in earnings of subsidiary	18,301			—			(18,301		)	—
Net (loss) earnings	$	(139,968	)	$	18,301		$	(22,100	)	$	(143,767	)
Other comprehensive loss, net of tax	(10,513		)	—			—			(10,513		)
Comprehensive (loss) income	$	(150,481	)	$	18,301		$	(22,100	)	$	(154,280	)

Clearwater Paper Corporation

Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2017

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,707,283		$	242,222		$	(219,097	)	$	1,730,408
Costs and expenses:
Cost of sales	(1,525,645		)	(219,931		)	215,235			(1,530,341		)
Selling, general and administrative expenses	(98,412		)	(30,470		)	—			(128,882		)
Total operating costs and expenses	(1,624,057		)	(250,401		)	215,235			(1,659,223		)
Income (loss) from operations	83,226			(8,179		)	(3,862		)	71,185
Interest expense, net	(30,820		)	(554		)	—			(31,374		)
Non-operating pension and other post employment benefit income	1,143			—			—			1,143
Earnings (loss) before income taxes	53,549			(8,733		)	(3,862		)	40,954
Income tax benefit	34,250			20,644			1,491			56,385
Equity in earnings of subsidiary	11,911			—			(11,911		)	—
Net earnings	$	99,710		$	11,911		$	(14,282	)	$	97,339
Other comprehensive income, net of tax	7,770			—			—			7,770
Comprehensive income	$	107,480		$	11,911		$	(14,282	)	$	105,109

Clearwater Paper Corporation

Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2016

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,685,327		$	287,952		$	(238,516	)	$	1,734,763
Costs and expenses:
Cost of sales	(1,466,623		)	(263,577		)	236,641			(1,493,559		)
Selling, general and administrative expenses	(114,142		)	(14,053		)	—			(128,195		)
Gain on divested assets, net	1,755			—			—			1,755
Total operating costs and expenses	(1,579,010		)	(277,630		)	236,641			(1,619,999		)
Income from operations	106,317			10,322			(1,875		)	114,764
Interest expense, net	(30,462		)	(189		)	—			(30,651		)
Non-operating pension and other post employment benefit costs	(3,447		)	—			—			(3,447		)
Earnings before income taxes	72,408			10,133			(1,875		)	80,666
Income tax provision	(26,966		)	(4,802		)	656			(31,112		)
Equity in earnings of subsidiary	5,331			—			(5,331		)	—
Net earnings	$	50,773		$	5,331		$	(6,550	)	$	49,554
Other comprehensive income, net of tax	3,795			—			—			3,795
Comprehensive income	$	54,568		$	5,331		$	(6,550	)	$	53,349

Condensed Consolidating Balance Sheet

Clearwater Paper Corporation

Consolidating Balance Sheet

At December 31, 2018

(In thousands)	Issuer			Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	22,484		$	—	$	—		$	22,484
Receivables, net	127,952			17,567		—			145,519
Taxes receivable	16,634			41		(10,374		)	6,301
Inventories	222,960			48,361		(5,077		)	266,244
Other current assets	3,346			53		—			3,399
Total current assets	393,376			66,022		(15,451		)	443,947
Property, plant and equipment, net	1,192,716			76,555		—			1,269,271
Goodwill	35,074			—		—			35,074
Intangible assets, net	1,045			23,035		—			24,080
Intercompany (payable) receivable	(62,846		)	57,769		5,077			—
Investment in subsidiary	175,301			—		(175,301		)	—
Other assets, net	14,839			2,618		(1,711		)	15,746
TOTAL ASSETS	$	1,749,505		$	225,999	$	(187,386	)	$	1,788,118
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	120,833		$	—	$	—		$	120,833
Accounts payable and accrued liabilities	299,715			31,691		(10,374		)	321,032
Current liability for pensions and other   postretirement employee benefits	7,430			—		—			7,430
Total current liabilities	427,978			31,691		(10,374		)	449,295
Long-term debt	671,292			—		—			671,292
Liability for pensions and other   postretirement employee benefits	78,191			—		—			78,191
Other long-term obligations	38,977			—		—			38,977
Accrued taxes	1,918			867		—			2,785
Deferred tax liabilities	104,753			18,140		(1,711		)	121,182
TOTAL LIABILITIES	1,323,109			50,698		(12,085		)	1,361,722
Accumulated other comprehensive loss, net of tax	(67,348		)	—		—			(67,348		)
Stockholders’ equity excluding accumulated other comprehensive loss	493,744			175,301		(175,301		)	493,744
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,749,505		$	225,999	$	(187,386	)	$	1,788,118

Clearwater Paper Corporation

Consolidating Balance Sheet

At December 31, 2017

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	15,738		$	—		$	—		$	15,738
Receivables, net	125,001			17,064			—			142,065
Taxes receivable	20,242			40			—			20,282
Inventories	228,311			41,594			(3,862		)	266,043
Other current assets	8,587			74			—			8,661
Total current assets	397,879			58,772			(3,862		)	452,789
Property, plant and equipment, net	936,659			114,323			—			1,050,982
Goodwill	244,161			—			—			244,161
Intangible assets, net	2,089			30,453			—			32,542
Intercompany (payable) receivable	(2,807		)	(1,055		)	3,862			—
Investment in subsidiary	157,000			—			(157,000		)	—
Other assets, net	21,413			2,696			(2,331		)	21,778
TOTAL ASSETS	$	1,756,394		$	205,189		$	(159,331	)	$	1,802,252
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	155,000		$	—		$	—		155,000
Accounts payable and accrued liabilities	235,439			21,182			—			256,621
Current liability for pensions and   other postretirement employee benefits	7,631			—			—			7,631
Total current liabilities	398,070			21,182			—			419,252
Long-term debt	570,524			—			—			570,524
Liability for pensions and other   postretirement employee benefits	72,469			—			—			72,469
Other long-term obligations	43,275			—			—			43,275
Accrued taxes	1,928			842			—			2,770
Deferred tax liabilities	94,694			26,165			(2,331		)	118,528
TOTAL LIABILITIES	1,180,960			48,189			(2,331		)	1,226,818
Accumulated other comprehensive loss, net of tax	(43,983		)	—			—			(43,983		)
Stockholders’ equity excluding   accumulated other comprehensive loss	619,417			157,000			(157,000		)	619,417
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,756,394		$	205,189		$	(159,331	)	$	1,802,252

Condensed Consolidating Statement of Cash Flows

Clearwater Paper Corporation

Consolidating Statement of Cash Flows

Year Ended December 31, 2018

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) earnings	$	(139,968	)	$	18,301		$	(22,100	)	$	(143,767	)
Adjustments to reconcile net (loss) earnings to  net cash flows from operating activities:
Goodwill impairment	195,079			—			—			195,079
Depreciation and amortization	81,812			20,141			—			101,953
Equity-based compensation expense	3,314			—			—			3,314
Deferred taxes	15,019			(7,935		)	—			7,084
Employee benefit plans	(116		)	—			—			(116		)
Deferred issuance costs on debt	1,356			—			—			1,356
Gain on divested assets, net	—			(25,510		)	—			(25,510		)
Disposal of plant and equipment, net	727			(1		)	—			726
Other non-cash activity	146			—			—			146
Changes in working capital, net	24,455			904			(9,159		)	16,200
Change in taxes receivable, net	3,607			(1		)	10,374			13,980
Other, net	(1,790		)	244			—			(1,546		)
Net cash flows from operating activities	183,641			6,143			(20,885		)	168,899
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(293,766		)	(1,942		)	—			(295,708		)
Net proceeds from divested assets	70,930			—			—			70,930
Other, net	793			14			—			807
Net cash flows from investing activities	(222,043		)	(1,928		)	—			(223,971		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on short-term debt	630,848			—			—			630,848
Repayments of borrowings on short-term debt	(565,015		)	—			—			(565,015		)
Investment (to) from parent	(16,670		)	(4,215		)	20,885			—
Payment of tax withholdings on equity-   based payment arrangements	(413		)	—			—			(413		)
Payments for debt issuance costs	(2,139		)	—			—			(2,139		)
Net cash flows from financing activities	46,611			(4,215		)	20,885			63,281
Increase in cash, cash equivalents and restricted cash	8,209			—			—			8,209
Cash, cash equivalents and restricted cash at   beginning of period	16,738			—			—			16,738
Cash, cash equivalents and restricted cash at   end of period	$	24,947		$	—		$	—		$	24,947

Clearwater Paper Corporation

Consolidating Statement of Cash Flows

Year Ended December 31, 2017

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	99,710		$	11,911		$	(14,282	)	$	97,339
Adjustments to reconcile net earnings to net cash   flows from operating activities:
Depreciation and amortization	76,862			28,128			—			104,990
Equity-based compensation expense	3,620			—			—			3,620
Deferred taxes	(16,957		)	(23,632		)	—			(40,589		)
Employee benefit plans	(4,371		)	—			—			(4,371		)
Deferred issuance costs on debt	1,199			—			—			1,199
Disposal of plant and equipment, net	512			3,541			—			4,053
Other non-cash activity	1,750			—			—			1,750
Changes in working capital, net	8,776			5,529			7,456			21,761
Change in taxes receivable, net	(5,099		)	(5		)	(5,469		)	(10,573		)
Other, net	2,585			(3,094		)	—			(509		)
Net cash flows from operating activities	168,587			22,378			(12,295		)	178,670
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(193,864		)	(5,884		)	—			(199,748		)
Other, net	283			668			—			951
Net cash flows from investing activities	(193,581		)	(5,216		)	—			(198,797		)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock	(4,875		)	—			—			(4,875		)
Borrowings on short-term debt	298,308			—			—			298,308
Repayments of borrowings on short-term debt	(278,308		)	—			—			(278,308		)
Investment from (to) parent	8,282			(20,577		)	12,295			—
Payment of tax withholdings on   equity-based payment arrangements	(1,127		)	—			—			(1,127		)
Payments for debt issuance costs	(134		)	—			—			(134		)
Net cash flows from financing activities	22,146			(20,577		)	12,295			13,864
Decrease in cash, cash equivalents and restricted cash	(2,848		)	(3,415		)	—			(6,263		)
Cash, cash equivalents and restricted cash at    beginning of period	19,586			3,415			—			23,001
Cash, cash equivalents and restricted cash at    end of period	$	16,738		$	—		$	—		$	16,738

Clearwater Paper Corporation

Consolidating Statement of Cash Flows

Year Ended December 31, 2016

(In thousands)	Issuer			Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	50,773		$	5,331		$	(6,550	)	$	49,554
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization	68,496			22,594			—			91,090
Equity-based compensation expense	12,385			—			—			12,385
Deferred taxes	18,860			605			(1,138		)	18,327
Employee benefit plans	(1,979		)	—			—			(1,979		)
Deferred issuance costs on debt	1,242			—			—			1,242
Disposal of plant and equipment, net	781			600			—			1,381
Other non-cash activities	740			18			—			758
Changes in working capital, net of acquisition	(642		)	774			(3,594		)	(3,462		)
Change in taxes receivable, net	1,078			(1,405		)	5,469			5,142
Other, net	(1,904		)	(921		)	1,138			(1,687		)
Net cash flows from operating activities	149,830			27,596			(4,675		)	172,751
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(145,579		)	(9,770		)	—			(155,349		)
Acquisition of Manchester Industries, net of cash acquired	(67,443		)	—			—			(67,443		)
Other, net	250			36			—			286
Net cash flows from investing activities	(212,772		)	(9,734		)	—			(222,506		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on short-term debt	1,273,959			—			—			1,273,959
Repayments of borrowings on short-term debt	(1,138,959		)	—			—			(1,138,959		)
Purchase of treasury stock	(65,327		)	—			—			(65,327		)
Investment from (to) parent	9,772			(14,447		)	4,675			—
Payments for debt issuance costs	(1,906		)	—			—			(1,906		)
Payment of tax withholdings on   equity-based payment arrangements	(933		)	—			—			(933		)
Other, net	312			—			—			312
Net cash flows from financing activities	76,918			(14,447		)	4,675			67,146
Increase in cash, cash equivalents and restricted cash	13,976			3,415			—			17,391
Cash, cash equivalents and restricted cash at   beginning of period	5,610			—			—			5,610
Cash, cash equivalents and restricted cash at   end of period	$	19,586		$	3,415		$	—		$	23,001

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Nature of Operations and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended				12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 15, 2015
Purchase Commitment, Excluding Long-term Commitment [Line Items]
Concentration Risk, Percentage					11.10%	15.30%	13.40%
Provision for doubtful accounts					$ 400	$ 200	$ 700
Other Nonrecurring Expense, Planned Permaent Facility Closure						14,700	$ 1,700
Proceeds from Divestiture of Businesses	$ 71,000				70,930
Business Combination, Consideration Transferred				$ 71,700		71,700
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down			$ 4,300			4,300
Oklahoma City sublease expense		$ 3,200				3,200
Other Expense, Planned Permanent Facility Closure						$ 7,200
Gain (Loss) on Disposition of Assets	$ 24,000				23,952
Common Stock
Purchase Commitment, Excluding Long-term Commitment [Line Items]
Stock Repurchase Program, Authorized Amount								$ 100,000
Consumer Products
Purchase Commitment, Excluding Long-term Commitment [Line Items]
Severance Costs					$ 1,900
Kroger Company | Sales Revenue, Net [Member] | Consumer Products
Purchase Commitment, Excluding Long-term Commitment [Line Items]
Concentration Risk, Percentage					11.10%	15.30%	13.40%

XML

Summary of Significant Accouting Policies Additional Information (Details) - USD ($)	3 Months Ended								12 Months Ended			24 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 16, 2016	Dec. 31, 2015	Dec. 15, 2015	Dec. 27, 2010
Property, Plant and Equipment [Line Items]
ReceivablesThatMayBeSoldUnderAccountPurchaseAgreement	$ 60,000,000								$ 60,000,000
Cash and cash equivalents	22,484,000				$ 15,738,000				22,484,000	$ 15,738,000	$ 23,001,000	$ 15,738,000
Allowance for doubtful accounts	1,500,000				1,400,000				1,500,000	1,400,000		1,400,000
Provision for doubtful accounts									400,000	200,000	700,000
Proceeds from Divestiture of Businesses		$ 71,000,000							70,930,000
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment		26,800,000
Goodwill	35,074,000				244,161,000				35,074,000	244,161,000	244,283,000	$ 244,161,000
Goodwill, Written off Related to Asset Divestiture		14,008,000								0
Net sales	428,707,000	426,460,000	$ 432,099,000	$ 436,952,000	$ 436,716,000	$ 426,504,000	$ 429,663,000	$ 437,525,000	$ 1,724,218,000	$ 1,730,408,000	$ 1,734,763,000
Percentage of total revenue from single customer									11.10%	15.30%	13.40%
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 29,800,000								$ 29,800,000
Percentage of expected natural gas requirement covered under contract for next fiscal year	14.00%								14.00%
Percentage Of Expected Natural Gas Requirement Covered Under Contract For Next Fiscal Quarter	12.00%								12.00%
Percentage of natural gas requirement covered under contract									29.00%	28.00%	45.00%
Other Nonrecurring Expense, Planned Permaent Facility Closure										$ 14,700,000	$ 1,700,000
Restructuring and Related Cost, Accelerated Depreciation										$ 3,700,000	1,300,000
treasury stock retired, shares					7,821,005					7,821,005		7,821,005
Restricted Cash	$ 2,463,000				$ 1,000,000				$ 2,463,000	$ 1,000,000	0	$ 1,000,000
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	24,947,000				16,738,000				24,947,000	16,738,000	23,001,000	16,738,000		$ 5,610,000
Goodwill, Impairment Loss									195,079,000	0	0
Sale of Accounts Receivable	23,400,000	$ 23,400,000	$ 22,000,000
Outstanding Accounts Receivable Sold	14,500,000								14,500,000
Factoring Expense									200,000
Supply chain financing, amount outstanding	20,800,000				0				20,800,000	$ 0		$ 0
Common Stock
Property, Plant and Equipment [Line Items]
Common stock authorized (in shares)															$ 100,000,000
Number of shares repurchased (in shares)										84,750		1,440,696
Treasury Stock Acquired, Average Cost Per Share (in dollars per share)										$ 57.53
Consumer Products
Property, Plant and Equipment [Line Items]
Goodwill	$ 0				$ 209,087,000				0	$ 209,087,000		$ 209,087,000
Net sales									884,812,000	941,907,000	988,380,000
Goodwill, Impairment Loss									$ 195,079,000	$ 0	$ 0
Kroger Company | Consumer Products | Sales Revenue, Net [Member]
Property, Plant and Equipment [Line Items]
Percentage of total revenue from single customer									11.10%	15.30%	13.40%
Cellu Tissue Holdings Inc
Property, Plant and Equipment [Line Items]
Goodwill																$ 229,500,000
Manchester Industries [Domain]
Property, Plant and Equipment [Line Items]
Goodwill													$ 35,100,000
Land Improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life									10 years
Land Improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life									40 years
Building and Building Improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life									10 years
Building and Building Improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life									40 years
Machinery and Equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life									5 years
Machinery and Equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life									25 years
Office And Other Equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life									2 years
Office And Other Equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life									15 years

XML

Recently Adopted and New Accounting Standards Recently Adopted and New Accounting Standards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Reclassification of the income tax effects of the Tax Cuts and Jobs Act	$ (12,900)
Restricted Cash Equivalents, Current	1,500	$ 1,000
Other Nonrecurring Expense, Planned Permaent Facility Closure		14,700	$ 1,700
Proceeds and Excess Tax Benefit from Share-based Compensation	700	$ 2,200
Operating Leases, Future Minimum Payments Due	74,811
Minimum
Short-term Debt [Line Items]
Operating Lease, Liability	80,000
Maximum [Member]
Short-term Debt [Line Items]
Operating Lease, Liability	$ 90,000

XML

Business Combinations (Details) - USD ($)	3 Months Ended			12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 16, 2016
Business Combination, Separately Recognized Transactions [Line Items]
Proceeds from Divestiture of Businesses		$ 71,000,000		$ 70,930,000
Working capital contingency, settled	$ 1,200,000
Manchester Industries Acquisition purchase price true-up to taxes and goodwill				100,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets						$ 22,046,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment						6,967,000
Goodwill, Acquired During Period					$ 35,074,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles						25,472,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets						89,559,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities						5,403,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent						12,491,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities						17,894,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net						71,665,000
Business Combination, Contingent Consideration, Liability						4,200,000
Restricted cash included in other assets, net	$ 1,400,000			1,400,000
Gain (Loss) on Disposition of Assets		24,000,000		$ 23,952,000
Goodwill, Written off Related to Asset Divestiture		14,008,000			0
Finite-Lived Intangible Assets, Written off Related to Assets Divested		900,000
Assets sold		34,000,000
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment		26,800,000
Disposal Group, Including Discontinued Operation, Inventory		3,400,000
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations		1,100,000
Disposal Group, Including Discontinued Operation, Other Assets		$ 1,400,000
Business Combination, Consideration Transferred			$ 71,700,000		71,700,000
Cash purchase price						67,500,000
Business Combination, Consideration Transferred, Other					700,000
Business Acquisition, Transaction Costs			$ 2,700,000		$ 200,000	$ 2,700,000

XML

Inventories (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Pulp, paperboard and tissue products	$ 159,499	$ 165,281
Materials and supplies	86,892	85,987
Logs, pulpwood, chips and sawdust	19,853	14,775
Inventories	$ 266,244	$ 266,043

XML

Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Machinery and equipment	$ 2,161,306	$ 2,124,701
Buildings and improvements	381,071	340,042
Land improvements	84,525	49,908
Office and other equipment	49,980	46,467
Land	10,756	11,726
Construction in progress	273,291	114,424
Property, plant and equipment, gross, total	2,960,929	2,687,268
Less accumulated depreciation and amortization	(1,691,658)	(1,636,286)
Property, plant and equipment, net	$ 1,269,271	$ 1,050,982

XML

Property, Plant and Equipment Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Sep. 30, 2018
Property, Plant and Equipment [Line Items]
Depreciation	$ 94.4	$ 97.0	$ 86.1
Interest expense, capitalized	9.0	4.6	2.3
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment				$ 26.8
Restructuring and Related Cost, Accelerated Depreciation		3.7	$ 1.3
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Capital leased assets, gross	$ 26.1	$ 24.4

XML

Goodwill and Intangible Assets Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Goodwill		$ 35,074	$ 244,161	$ 244,283
Goodwill, Written off Related to Asset Divestiture	$ (14,008)		0
Goodwill, Purchase Accounting Adjustments		0	(122)
Finite-Lived Intangible Assets, Written off Related to Assets Divested	$ 900
Goodwill, Impairment Loss		$ (195,079)	$ 0	0
Non-compete agreements
Useful Life			5 years
Minimum | Non-compete agreements
Useful Life		5 years
Maximum | Non-compete agreements
Useful Life		10 years
Consumer Products
Goodwill		$ 0	$ 209,087
Goodwill, Impairment Loss		(195,079)	0	$ 0
Pulp And Paperboard
Goodwill		$ 35,074	$ 35,074

XML

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill, Acquired During Period		$ 35,074	$ 244,161	$ 244,283
Proceeds from Divestiture of Businesses	$ 71,000	70,930
Historical Cost		63,811	70,333
Accumulated Amortization		(39,731)	(37,791)
Net Balance		24,080	32,542
Goodwill, Written off Related to Asset Divestiture	$ 14,008		0
Goodwill, Impairment Loss		$ 195,079	$ 0	$ 0
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life		9 years 4 months 24 days	9 years 4 months
Historical Cost		$ 56,453	$ 62,401
Accumulated Amortization		(35,469)	(34,061)
Net Balance		$ 20,984	$ 28,340
Trade names and trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life		7 years 5 months	7 years 5 months
Historical Cost		$ 6,786	$ 6,786
Accumulated Amortization		(4,029)	(3,000)
Net Balance		$ 2,757	$ 3,786
Non-compete agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life			5 years
Historical Cost			$ 574
Accumulated Amortization			(574)
Net Balance			$ 0
Other Intangible Assets [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life		6 years	6 years
Historical Cost		$ 572	$ 572
Accumulated Amortization		(233)	(156)
Net Balance		$ 339	416
Minimum | Non-compete agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life		5 years
Maximum | Non-compete agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life		10 years
Pulp and Paperboard
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill, Acquired During Period		$ 35,074	$ 35,074

XML

Goodwill and Intangible Assets Estimated Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
2019	$ 7,140
2020	3,246
2021	2,917
2022	2,217
2023	2,140
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	6,420
Net Balance	$ 24,080	$ 32,542

XML

Earnings (Loss) Before Income Taxes Composition in Each Tax Jurisdiction (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Earnings (Loss) Before Income Taxes Composition in Each Tax Jurisdiction [Abstract]
Earnings before income taxes	$ (133,462)	$ 40,954	$ 80,666

XML

Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Current
Federal	$ 1,073	$ (16,729)	$ 7,434
State	2,148	933	5,351
Current Income Tax Expense (Benefit)	3,221	(15,796)	12,785
Deferred
Federal	3,569	(36,810)	15,573
State	3,515	(3,779)	2,754
Deferred tax expense	7,084	(40,589)	18,327
Income tax provision	$ 10,305	$ (56,385)	$ 31,112

XML

Income Tax Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Proceeds and Excess Tax Benefit from Share-based Compensation	$ 700	$ 2,200
Tax Expense associated with the goodwill write-off as part of our asset divestiture	2,900
Computed expected tax provision	(28,027)	14,334	$ 28,233
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount	40,966	0
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount	0	(70,055)	0
State and local taxes, net of federal income tax impact	4,433	(1,201)	3,046
Effective Income Tax Rate Reconciliation, Tax Credit, Other, Amount	10,889	3,158	2,850
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount	712	2,207	0
Other	3,110	1,488	2,683
Income tax provision	10,305	(56,385)	$ 31,112
Investment Tax Credit	$ 10,000	$ 2,400

XML

Tax Effects of Significant Temporary Differences Creating Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Goodwill, Written off Related to Asset Divestiture	$ 14,008		$ 0
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount			700
Deferred tax assets:
Employee benefits		$ 4,202	3,940
Postretirement employee benefits		15,850	17,132
Incentive compensation		4,338	5,194
Inventories		6,227	7,959
Pensions		7,380	2,516
Federal and state credit carryforwards		10,705	11,752
Net operating losses		1,987	3,088
Other		5,562	1,949
Total deferred tax assets		56,251	53,530
Valuation allowance		(3,764)	(3,733)
Deferred tax assets, net of valuation allowance		52,487	49,797
Deferred tax liabilities:
Plant and equipment		(161,832)	(153,885)
Intangible assets		(5,643)	(7,577)
Deferred Tax Liabilities, Gross		167,475	161,462
Total deferred tax liabilities		(114,988)	$ (111,665)
Valuation allowances, State Tax Credits [Member]
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount		$ 8,900

XML

Net Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2017	Dec. 31, 2018
Disclosure Net Deferred Tax Assets Liabilities [Abstract]
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount		$ 700
Non-current deferred tax assets	[1]	6,863	$ 6,194
Non-current deferred tax liabilities		118,528	121,182
Non-current deferred tax liabilities		(111,665)	(114,988)
Deferred Tax Liabilities, Net		$ (111,665)	$ (114,988)

[1] 1 Included in "Other assets, net" on our accompanying December 31, 2018 and 2017 Consolidated Balance Sheets.

XML

Tax Credits and Losses Subject to Expiration by Major Jurisdictions (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Amount	$ 10,705	$ 11,752

XML

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Tax Credit Carryforward [Line Items]
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount		$ 0	$ 70,055	$ 0
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit		$ 700
Statutory federal income tax rate		21.00%	35.00%	35.00%
Goodwill, Written off Related to Asset Divestiture	$ 14,008		$ 0
Change for uncertain tax positions		$ (600)
Deferred tax assets, gross		56,251	53,530
Deferred Tax Assets, Valuation Allowance		3,764	3,733
Proceeds and Excess Tax Benefit from Share-based Compensation		700	2,200
Change in valuation allowance			700
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued		2,800
Unrecognized Tax Benefits		2,785	2,770
Unrecognized tax benefits , if recognized, would favorably impact effective tax rate		2,800	3,600	$ 4,100
Accrued interest related to tax obligations		100	100	100
Federal and state credit carryforwards		10,705	11,752
Investment Tax Credit		10,000	2,400
Income Tax Examination, Penalties Accrued		0	$ 0	$ 0
Valuation allowances, State Tax Credits [Member]
Tax Credit Carryforward [Line Items]
Change in valuation allowance		$ 8,900

XML

Roll Forward of Unrecognized Tax Benefits and Associated Interest and Penalties Included in Balance Sheet (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities	$ (701)
Unrecognized Tax Benefits, Period Increase (Decrease)	(499)	$ (1,101)
Balance	4,359	5,140
Increase in current year tax positions	280
Balance	3,439	4,359
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations		320
Gross Unrecognized Tax Benefits, Excluding Interest and Penalties
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities	(645)
Unrecognized Tax Benefits, Period Increase (Decrease)	(560)	(1,149)
Balance	4,074	4,903
Increase in current year tax positions	280
Balance	3,149	4,074
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations		320
Interest and Penalties
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities	(56)
Unrecognized Tax Benefits, Period Increase (Decrease)	61	48
Balance	285	237
Increase in current year tax positions	0
Balance	$ 290	285
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations		$ 0

XML

Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Accounts Payable and Accrued Liabilities [Abstract]
Trade accounts payable	$ 228,059	$ 169,293
Accrued wages, salaries and employee benefits	41,426	41,979
Accrued interest	14,672	12,723
Accrued discounts and allowances	8,143	7,283
Accrued utilities	6,934	6,759
Accrued taxes other than income taxes payable	6,243	6,907
Other	15,555	11,677
Accounts payable and accrued liabilities	$ 321,032	$ 256,621

XML

Debt - Additional Information (Details) - USD ($) $ in Thousands					2 Months Ended	10 Months Ended	12 Months Ended		14 Months Ended
	Mar. 31, 2020	Jul. 29, 2014	Jul. 29, 2014	Jan. 23, 2013	Dec. 31, 2018	Nov. 07, 2018	Dec. 31, 2018	Dec. 31, 2016	Dec. 31, 2019	Nov. 08, 2018	Sep. 30, 2018	Dec. 31, 2017	Jan. 21, 2013
Debt Instrument [Line Items]
Non-operating pension and other post employment benefit (costs) income								$ (3,447)
Accrued interest					$ 14,672		$ 14,672					$ 12,723
Credit facility, maximum borrowing capacity					400,000		400,000
Incremental commitment capacity					100,000		100,000
Additional commitment capacity					100,000		100,000
Long-term Line of Credit					$ 100,000		$ 100,000
Percentage by which base rate loans are lower than LIBOR loans							1.00%
Total leverage ratio							300.00%
Amendment to Commercial Credit Agreement - Increase in interest rate margin, highest tier							50.00%
Interest coverage ratio										125.00%
Asset Coverage Ratio					100.00%		100.00%
Outside equity interest percentage maximum					0.00%		0.00%
Line of Credit Facility, Fair Value of Amount Outstanding					$ 99,909		$ 99,909					154,882
Minimum
Debt Instrument [Line Items]
Debt Instrument, Description of Variable Rate Basis					0.0125	0.0125
Line of Credit Facility, Commitment Fee Percentage							0.00%
Maximum
Debt Instrument [Line Items]
Debt Instrument, Description of Variable Rate Basis					0.025	0.02
Line of Credit Facility, Commitment Fee Percentage							0.00%
Senior Notes
Debt Instrument [Line Items]
Proceeds from long-term debt				$ 271,000
Senior Notes Due Twenty Twenty-five [Member]
Debt Instrument [Line Items]
Debt instrument, principal amount		$ 300,000	$ 300,000
Debt instrument, interest rate		5.375%	5.375%
Proceeds from long-term debt			$ 298,000
Redemption Price		100.00%	100.00%
Senior Notes Due Twenty Twenty-five [Member] | Minimum
Debt Instrument [Line Items]
Debt Instrument Redemption Notice Term		30 days
Senior Notes Due Twenty Twenty-five [Member] | Maximum
Debt Instrument [Line Items]
Debt Instrument Redemption Notice Term		60 days
Senior Notes Due Twenty Twenty-Three [Member]
Debt Instrument [Line Items]
Debt instrument, principal amount													$ 275,000
Debt instrument, interest rate													4.50%
Revolving Credit Facility
Debt Instrument [Line Items]
Outstanding stand by letters of credit					$ 7,600		$ 7,600
Credit facility available to draw											$ 192,400
Wells Fargo [Domain]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity					200,000		200,000
Northwest Farm Credit [Domain]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity					200,000		200,000
Incremental revolving loan obtained in August 2018					$ 100,000		100,000
Northwest Farm Credit [Domain] | Minimum
Debt Instrument [Line Items]
Debt Instrument, Description of Variable Rate Basis					0.015	0.015
Northwest Farm Credit [Domain] | Maximum
Debt Instrument [Line Items]
Debt Instrument, Description of Variable Rate Basis					0.035	0.0225
Reported Value Measurement [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Fair Value of Amount Outstanding					$ 200,000		$ 200,000					$ 155,000
Subsequent Event [Member]
Debt Instrument [Line Items]
Total leverage ratio	150.00%								200.00%

XML

Other Long-Term Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Disclosure Other Long Term Obligations [Abstract]
Long-term lease obligations, net of current portion	$ 27,419	$ 26,460
Deferred compensation	2,585	5,023
Deferred proceeds	4,511	5,576
Other	4,462	6,216
Other long-term obligations	$ 38,977	$ 43,275

XML

Reclassification out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2018		Dec. 31, 2017		Dec. 31, 2016
Reclassification Out of Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive loss, net of tax		$ (67,348)		$ (43,983)
Reclassification of the income tax effects of the Tax Cuts and Jobs Act		12,900
Net current period other comprehensive income ending balance		(10,513)		7,770		$ 3,795
Amortization of actuarial loss		21,800		(9,200)
Amortization of actuarial loss included in net periodic cost, before tax		9,200		3,300
Amortization of prior service (cost) credit		1,700		1,500
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, Tax		(3,800)		3,100
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement						3,500
Other Comprehensive Income (Loss), Defined Benefit Plan, Adjustment for Settlement or Curtailment Gain (Loss), Tax		0		0		1,366
Defined Benefit Pension Plan Adjustments
Reclassification Out of Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive loss, net of tax		(67,348)		(43,983)		(51,753)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	[1]			6,745
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax		5,523		1,025
Reclassification of the income tax effects of the Tax Cuts and Jobs Act	[2]	(12,852)
Net current period other comprehensive income ending balance		(16,036)	[1]	7,770	[2]
Pension Plan [Member]
Reclassification Out of Accumulated Other Comprehensive Income [Line Items]
Amortization of actuarial loss		10,058		9,874		11,463
Amortization of prior service (cost) credit		0		(8)		(22)
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement		$ 0		$ 0		$ 3,482

[1] Included in the balance at December 31, 2016 is settlement expense of $3.5 million associated with the remeasurement of our salaried pension plan, which is discussed further in Note 13, “Savings, Pension and Other Postretirement Employee Benefit Plans.” The settlement expense is net of tax totaling $1.4 million.

[2] 1For the year ended December 31, 2018, net periodic costs associated with our pension and other postretirement employee benefit, or OPEB, plans included in other comprehensive loss and reclassified from accumulated other comprehensive loss, or AOCL, included $21.8 million of net loss on plan assets, $9.2 million of actuarial loss amortization, and $1.7 million of prior service credit amortization, less total tax of $3.8 million. For the year ended December 31, 2017, net periodic costs associated with our pension and OPEB plans included in other comprehensive income and reclassified from AOCL included $9.2 million of net gain on plan assets, $3.3 million of actuarial loss amortization, and $1.5 million of prior service credit amortization, less total tax of $3.1 million. These accumulated other comprehensive loss components are included in the computation of net periodic pension and OPEB costs in Note 13, “Savings, Pension and Other Postretirement Employee Benefit Plans.”

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Changes in Benefit Obligation, Plan Assets and Funded Status for Company-Sponsored Benefit Plans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract]
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement			$ 3,500
Pension Benefit Plans
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of year	$ 317,814	$ 304,388
Service cost	1,789	2,069	1,562
Interest cost	12,020	13,149	14,072
Actuarial losses (gains)	(16,356)	19,130
Benefit obligation at end of year	294,166	317,814	304,388
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	310,966	285,638
Actual return on plan assets	(21,474)	45,796
Employer contribution	466	454
Fair value of plan assets at end of year	268,857	310,966	285,638
Defined Benefit Plan, Plan Assets, Benefits Paid	21,101	20,922
Funded status at end of year	(25,309)	(6,848)
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract]
Noncurrent assets	0	8,144
Current liabilities	(441)	(441)
Noncurrent liabilities	(24,868)	(14,551)
Net amount recognized	(25,309)	(6,848)
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement	0	0	3,482
Defined Benefit Plan, Benefit Obligation, Benefits Paid	21,101	20,922
Other Postretirement Employee Benefit Plans
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of year	65,128	69,163
Service cost	136	163	249
Interest cost	2,435	2,745	3,075
Actuarial losses (gains)	(367)	(1,254)
Benefit obligation at end of year	60,332	65,128	69,163
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	20	20
Actual return on plan assets	0	0
Employer contribution	7,000	5,689
Fair value of plan assets at end of year	20	20	20
Defined Benefit Plan, Plan Assets, Benefits Paid	7,000	5,689
Funded status at end of year	(60,312)	(65,108)
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract]
Noncurrent assets	0	0
Current liabilities	(6,989)	(7,190)
Noncurrent liabilities	(53,323)	(57,918)
Net amount recognized	(60,312)	(65,108)
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement	0	0	$ 0
Defined Benefit Plan, Benefit Obligation, Benefits Paid	$ 7,000	$ 5,689

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Amounts Recognized (Pre-tax) in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Pension Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Amortization of Gain (Loss), Next Fiscal Year	$ (7,600)
Net loss	111,927	$ 99,865
Prior service cost (credit)	0	0
Net amount recognized	111,927	99,865
Other Postretirement Employee Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Amortization of Gain (Loss), Next Fiscal Year	(900)
Net loss	(15,006)	(15,541)
Prior service cost (credit)	0	(1,676)
Net amount recognized	$ (15,006)	$ (17,217)

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Certain Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract]
Projected benefit obligation	$ 294,166	$ 178,452
Accumulated benefit obligation	294,166	178,452
Fair value of plan assets	$ 268,857	$ 163,460

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Pre-tax Components of Net Periodic Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement			$ 3,500
Pension Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 1,789	$ 2,069	1,562
Interest cost	12,020	13,149	14,072
Expected return on plan assets	(17,002)	(18,765)	(19,389)
Amortization of prior service cost (credit)	0	8	22
Amortization of actuarial loss	10,058	9,874	11,463
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement	0	0	3,482
Curtailments	0	0	0
Net periodic cost	6,865	6,335	11,212
Other Postretirement Employee Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	136	163	249
Interest cost	2,435	2,745	3,075
Expected return on plan assets	0	(1)	(1)
Amortization of prior service cost (credit)	(1,676)	(1,535)	(1,712)
Amortization of actuarial loss	(902)	(6,618)	(7,566)
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement	0	0	0
Net periodic cost	$ (7)	$ (5,246)	$ (5,955)

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Other Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement			$ (3,500)
Amortization of prior service (cost) credit	$ 1,700	$ 1,500
Amortization of actuarial (loss) gain	(21,800)	9,200
Pension Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement	0	0	(3,482)
Net loss (gain)	22,120	(7,901)	(1,445)
Curtailments	0	0	0
Prior service credit	0	0	0
Amortization of prior service (cost) credit	0	(8)	(22)
Amortization of actuarial (loss) gain	(10,058)	(9,874)	(11,463)
Total recognized in other comprehensive loss (income)	12,062	(17,783)	(16,412)
Defined Benefit Plan Total Recognized In Net Periodic Benefit Costs And Other Comprehensive Income Before Tax	18,927	(11,448)	(5,200)
Other Postretirement Employee Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement	0	0	0
Net loss (gain)	(367)	(1,253)	818
Prior service credit	0	0	0
Amortization of prior service (cost) credit	1,676	1,535	1,712
Amortization of actuarial (loss) gain	902	6,618	7,566
Total recognized in other comprehensive loss (income)	2,211	6,900	10,096
Defined Benefit Plan Total Recognized In Net Periodic Benefit Costs And Other Comprehensive Income Before Tax	$ 2,203	$ 1,654	$ 4,141

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Weighted Average Assumptions Used to Determine Benefit Obligation (Details)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Pension Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.40%	3.90%	4.45%
Other Postretirement Employee Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.55%	3.95%	4.30%

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Weighted Average Assumptions Used to Determine Net Periodic Cost (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Pension Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Amortization of Gain (Loss), Next Fiscal Year	$ 7.6
Discount rate	3.90%	4.45%	4.70%
Expected return on plan assets	6.00%	6.75%	6.75%
Other Postretirement Employee Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Amortization of Gain (Loss), Next Fiscal Year	$ 0.9
Discount rate	3.95%	4.30%	4.50%
Expected return on plan assets	0.00%	0.00%	0.00%

XML

One Percentage Point Change in Health Care Cost Trend Rates (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rate [Abstract]
Effect of 1% increase on total service and interest cost components	$ 172
Effect of 1% decrease on total service and interest cost components	(149)
Effect of 1% increase on postretirement employee benefit obligation	3,749
Effect of 1% decrease on postretirement employee benefit obligation	$ (3,279)

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Investments at Fair Value for Company Sponsored Pension Benefit Plans Within Fair Value Hierarchy (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Cash and cash equivalents
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 2,004,000	$ 2,010,000
defined benefit plan net asset value	0	0
Common and collective trusts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	266,853,000	308,956,000
defined benefit plan net asset value	266,853,000	308,956,000
Investments
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	268,857,000	310,966,000
defined benefit plan net asset value	266,853,000	308,956,000
Fair Value, Inputs, Level 1 | Cash and cash equivalents
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	2,004,000	2,010,000
Fair Value, Inputs, Level 1 | Common and collective trusts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Fair Value, Inputs, Level 1 | Investments
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 2,004,000	$ 2,010,000

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Long Term Asset Allocation Ranges (Details)	Dec. 31, 2018
Minimum [Member] | Domestic equities
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	10.00%
Minimum [Member] | International equities, including emerging markets
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	10.00%
Minimum [Member] | Corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	68.00%
Minimum [Member] | Liquid reserves
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	0.00%
Maximum | Domestic equities
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	18.00%
Maximum | International equities, including emerging markets
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	18.00%
Maximum | Corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	78.00%
Maximum | Liquid reserves
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	5.00%

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Estimated Future Benefit Payments (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Pension Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
2015	$ 21
2016	21
2017	20
2018	20
2019	20
2020-2023	99
Other Postretirement Employee Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
2015	7
2016	7
2017	5
2018	5
2019	4
2020-2023	$ 19

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Savings, Pension and Other Postretirement Employee Benefit Plans Multiemployer Defined Benefit Plans (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]
Multiemployer Plans, Withdrawal Obligation		$ 78,000
Entity Tax Identification Number		516031295
Contributions (in thousands)		$ 5,702	$ 6,148	$ 6,014
IAM
Defined Benefit Plan Disclosure [Line Items]
Multiemployer Plan Number		002
Multiemployer Plans, Certified Zone Status		Green	Green
Contributions (in thousands)		$ 316	$ 333	335
Multiemployer Plans, Surcharge		No
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date		May 31, 2018
USW
Defined Benefit Plan Disclosure [Line Items]
Entity Tax Identification Number		116166763
Multiemployer Plan Number		001
Multiemployer Plans, Certified Zone Status	[1]	Red	Red
Contributions (in thousands)		$ 5,386	$ 5,815	$ 5,679
Multiemployer Plans, Surcharge		No
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date		Aug. 31, 2017
Other Postretirement Benefits Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Health Care Cost Trend Rate Assumed, Next Fiscal Year		6.90%
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate		6.00%
Maximum | Other Postretirement Benefits Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate		4.00%

[1] PIUMPF has been certified as in "Critical and Declining Status" for 2018 and 2017, under the provisions of the Multiemployer Pension Plan Reform Act of 2014.

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Savings, Pension and Other Postretirement Employee Benefit Plans Additional Information (Details)	12 Months Ended
	Dec. 31, 2018 USD ($) $ / h	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	$ 17,200,000	$ 16,600,000	$ 16,900,000
Non-operating pension and other postretirment benefit (costs) income	4,933,000	(1,143,000)
Multiemployer Plans, Withdrawal Obligation	$ 78,000,000
Salaried Pension Plan Single Lump Sum Payments		10,600,000
Hourly Pension Plan Single Lump Sum Payments		4,800,000
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement			3,500,000
IAM
Defined Benefit Plan Disclosure [Line Items]
Contribution rates | $ / h	4.0
USW
Defined Benefit Plan Disclosure [Line Items]
Contribution rates | $ / h	2.79
Maximum | Plan A [Member]
Defined Benefit Plan Disclosure [Line Items]
Funded Percentage Of Pension Protection Plan	65.00%
Maximum | Plan B [Member]
Defined Benefit Plan Disclosure [Line Items]
Funded Percentage Of Pension Protection Plan	80.00%
Minimum | Plan B [Member]
Defined Benefit Plan Disclosure [Line Items]
Funded Percentage Of Pension Protection Plan	65.00%
Minimum | Plan C [Member]
Defined Benefit Plan Disclosure [Line Items]
Funded Percentage Of Pension Protection Plan	80.00%
Pension Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Curtailments	$ 0	0	0
Net loss expected to be recognized as component of net periodic benefit over the next fiscal year	(7,600,000)
Fair value of plan assets	268,857,000	310,966,000	285,638,000
Employer contribution	466,000	454,000
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement	0	0	3,482,000
Other Postretirement Employee Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Net loss expected to be recognized as component of net periodic benefit over the next fiscal year	$ (900,000)
Assumed health care cost trend rates used to determine the company's benefit obligations and expense	6.90%
Assumed health care cost trend rates, graded rate	6.00%
Expected year when trend rate to be reached	70 years
Fair value of plan assets	$ 20,000	20,000	20,000
Employer contribution	7,000,000	5,689,000
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement	$ 0	0	0
Other Postretirement Employee Benefit Plans | Maximum
Defined Benefit Plan Disclosure [Line Items]
Assumed health care cost trend rates, graded rate	4.00%
defined benefit plan, ultimate health care cost trend rates, with added benefits	2.50%
Supplemental Employee Retirement Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contribution	$ 500,000
Other Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contribution	0
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year	0
Fair Value, Inputs, Level 1 | Other Postretirement Employee Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	20,000	20,000
Cost of Sales [Member]
Defined Benefit Plan Disclosure [Line Items]
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax	1,200,000	1,300,000
Selling, General and Administrative Expenses [Member]
Defined Benefit Plan Disclosure [Line Items]
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax	800,000	900,000	700,000
Non-operating expense [Member]
Defined Benefit Plan Disclosure [Line Items]
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax			1,100,000
Non-operating pension and other postretirment benefit (costs) income	$ (4,900,000)	$ (1,100,000)	$ 3,500,000

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Share Reconciliation of Number of Common Shares Used in Calculating Basic and Diluted Net Earnings Per Share (Details) - $ / shares		3 Months Ended								12 Months Ended
		Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Basic average common shares outstanding	[1]									16,486,807.000	16,464,286.000	17,000,599.000
Incremental shares due to:
Restricted stock units										0	21,522.000	21,668.000
Performance shares										0	45,252.000	76,525.000
Incremental Common Shares Attributable to Stock Options										0	24,866.000	7,648.000
Diluted average common shares outstanding										16,486,807	16,555,926	17,106,440
Basic net earnings per common share		$ (11.39)	$ 2.09	$ 0.42	$ 0.16	$ 4.92	$ 0.05	$ 0.49	$ 0.46	$ (8.72)	$ 5.91	$ 2.91
Diluted net earnings per common share		$ (11.39)	$ 2.08	$ 0.42	$ 0.16	$ 4.88	$ 0.05	$ 0.48	$ 0.45	$ (8.72)	$ 5.88	$ 2.90
Anti-dilutive shares excluded from calculation										929,399.000	499,348.000	220,037.000

[1] Basic average common shares outstanding include restricted stock awards that are fully vested, but are deferred for future issuance. See Note 15, "Equity-Based Compensation Plans" for further discussion.

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Equity-Based Compensation Plans Employee Plans Equity Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee equity-based compensation	$ 5,654	$ 6,453	$ 7,605
Related tax benefit	1,486	2,149	2,767
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee equity-based compensation	2,141	1,618	1,381
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee equity-based compensation	1,125	2,283	3,311
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee equity-based compensation	$ 2,388	$ 2,552	$ 2,913

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Equity-Based Compensation Plans Summary of Status of Outstanding RSU Awards (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Previous Period and Distributed in Current Period	1,775
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 0	$ 0	$ 0	$ 7,232	$ 0
Number of share
Vested		(261,196)
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested Share Balance	4,226	0	4,226	10,860
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedNumber	$ 38.75	$ 0.00	$ 38.75	$ 52.71
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	132,360	161,316	132,360	100,758
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Grant Date Fair Value	$ 38.94	$ 34.83	$ 38.94	$ 33.71
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested and Deferred Share Balance	33,663	33,663	33,663	35,438
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedandDeferredNumber	$ 7.31	$ 7.31	$ 7.31	$ 7.21
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value		$ 2,000,000
Number of share
Beginning Balance		94,471	54,460	46,029
Granted		111,054	66,774	44,627
Vested		(43,878)	(17,531)	(29,338)
Forfeited		(33,994)	(9,232)	(6,858)
Ending Balance	94,471	127,653	94,471	54,460
Weighted Average Grant Date Fair Value
Beginning Balance		$ 50.22	$ 47.16	$ 60.17
Granted		37.31	56.45	39.10
Vested		46.36	62.75	55.16
Forfeited		43.30	53.52	47.80
Ending Balance	$ 50.22	$ 42.09	$ 50.22	$ 47.16
Aggregate intrinsic value
Aggregate intrinsic value	$ 6,000	$ 3,931,000	$ 6,000	$ 6,605,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized		$ 3,500,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		1 year 11 months

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Equity-Based Compensation Plans Assumption Used in Monte Carlo Model to Estimate Fair Value of Performance Shares Awards (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value	$ 41.62
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 14.51	$ 18.82	$ 14.42
Risk free rate	2.74%
Measurement period	6 years
Volatility	35.00%

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Equity-Based Compensation Plans Summary of Status of Outstanding Performance Share Awards (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of performance share payout measured by total shareholder return		40.00%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		6 years 2 months	7 years 5 months	8 years 2 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number		273,776
Number of share
Settled		(261,196)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Beginning Balance		657,319	527,054	277,693
Granted		198,426	158,484	280,191
Forfeited		(69,557)	(22,306)	(30,830)
Ending Balance	657,319	761,934	657,319	527,054
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Granted		$ 37.39	$ 56.45	$ 38.86
Aggregate intrinsic value
Aggregate intrinsic value		$ 0
Percentageofperformancesharepayoutmeasuredbyfreeoperatingcashflow		0.00%
PercentageofperformancesharepayoutADJUSTMENTmeasuredbytotalshareholderreturn		0.00%
Performance shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested Shares Settled		0
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Settled and Distributed In Period	41,538
Number of share
Ending Balance	117,252	78,430	117,252	175,683
Granted		49,040	33,907	93,397
Settled		(73,243)	(87,491)	0
Forfeited		(14,619)	(4,847)	(10,277)
Beginning Balance		117,252	175,683	92,563
Weighted Average Grant Date Fair Value
Beginning Balance		$ 45.10	$ 62.26	$ 84.18
Granted		37.45	58.58	39.70
Settled		39.70	84.65	0.00
Forfeited		45.12	47.61	54.55
Ending Balance	$ 45.10	$ 45.36	$ 45.10	$ 62.26
Aggregate intrinsic value
Aggregate intrinsic value	$ 5,323	$ 1,911	$ 5,323	$ 11,516
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized		$ 1,800
2017 [Domain]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of performance share payout measured by return on invested capital		60.00%
2018 [Domain]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of performance share payout measured by return on invested capital		40.00%
Maximum | Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		10 years
Maximum | Performance shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Outstanding Award As Percentage Of Shares Issued		200.00%
Minimum [Member] | Performance shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Outstanding Award As Percentage Of Shares Issued		0.00%

XML

Equity-Based Compensation Plans - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended			37 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Jan. 31, 2012	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares	761,934	657,319	761,934	657,319	527,054		277,693
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 49.38	$ 52.84	$ 49.38	$ 52.84	$ 51.83		$ 64.47
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 63.40		$ 63.40
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term			5 years 9 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	$ 0		$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			198,426	158,484	280,191
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 37.39	$ 56.45	$ 38.86
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares			(69,557)	(22,306)	(30,830)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price			$ 43.18	$ 50.74	$ 47.79
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period			(24,254)	(5,913)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price			$ 62.74	$ 66.97
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term			6 years 4 months
Stock Plan, shares authorized	6,200,000		6,200,000
Shares Available For Grant	3,100,000		3,100,000
Percentage of performance share payout measured by total shareholder return	40.00%		40.00%
Distributed of Previously Deferred Shares		1,775
Cash paid for minimum tax withholdings			$ 413,000	$ 1,127,000	$ 933,000
Share based compensation expense			$ (5,654,000)	$ (6,453,000)	$ (7,605,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number			261,196
Options, Vested and Expected to be Exercised, Outstanding, Weighted Average Exercise Price			$ 41.62
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term			6 years 2 months	7 years 5 months	8 years 2 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 0	$ 0	$ 0	$ 0	$ 7,232		$ 0
Equity Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs	2,700,000		$ 2,700,000
Unrecognized compensation costs, expected weighted-average period to be recognized (in years)			2 years 3 months
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation awards vesting period			3 years
Unrecognized compensation costs	$ 1,800,000		$ 1,800,000
Vested Shares Settled Without Payment			73,243
Settlement and distribution of shares issued (in shares)		41,538
Share based compensation expense			$ (1,125,000)	$ (2,283,000)	$ (3,311,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number			73,243	87,491	0
Performance Shares [Member] | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of amount subject to performance share award of number of shares actually issued	0.00%		0.00%
Performance Shares [Member] | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of amount subject to performance share award of number of shares actually issued	200.00%		200.00%
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 14.51	$ 18.82	$ 14.42
Share based compensation expense			$ (2,388,000)	$ (2,552,000)	$ (2,913,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value			$ 10,900,000
Employee Stock Option [Member] | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation awards vesting period			1 year
Employee Stock Option [Member] | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation awards vesting period			3 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period			10 years
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value			$ 2,000,000
Unrecognized compensation costs	$ 3,500,000		$ 3,500,000
Unrecognized compensation costs, expected weighted-average period to be recognized (in years)			1 year 11 months
Settlement and distribution of shares issued (in shares)	28,971	20,940	48,104	25,940
Shares issued (in shares)			34,447	17,834
Cash paid for minimum tax withholdings			$ 400,000	$ 1,100,000
Balance of Shares Vested and Deferred	33,663	33,663	33,663	33,663	35,438
Share based compensation expense			$ (2,141,000)	$ (1,618,000)	$ (1,381,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number			43,878	17,531	29,338
Restricted Stock Units (RSUs) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation awards vesting period			1 year
Restricted Stock Units (RSUs) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation awards vesting period			3 years
2017 [Domain]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of performance share payout measured by return on invested capital	60.00%		60.00%
Cellu Tissue Holdings Inc
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Plan, shares authorized	700,000		700,000
Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation awards vesting period			1 year			3 years
Share based compensation expense			$ 2,300,000	$ 2,800,000	$ 4,800,000
Deferred compensation share-based arrangements, liability, classified, noncurrent	$ (800,000)	$ (3,600,000)	(800,000)	(3,600,000)
Deferred Compensation Share-based Arrangements, Liability, Current	$ (1,300,000)	$ (2,400,000)	$ (1,300,000)	$ (2,400,000)

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Fair Value Measurements Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash, restricted cash, and short-term investments (Level 1)	$ 24,947	$ 16,738
Line of Credit Facility, Fair Value of Amount Outstanding	99,909	154,882
Supply chain financing, amount outstanding	20,800	0
Long-term debt (Level 1)	612,546	569,250
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash, restricted cash, and short-term investments (Level 1)	24,947	16,738
Line of Credit, Current	100,000
Line of Credit Facility, Fair Value of Amount Outstanding	200,000	155,000
Supply chain financing, amount outstanding	20,800	0
Long-term debt (Level 1)	$ 675,000	$ 575,000

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Commitments and Contingencies Commitments and Contingencies Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Leases Disclosure [Line Items]
Rent expense	$ 11.0	$ 12.6	$ 14.3

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Commitments and Contingencies Commitments and Contingencies Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2015	$ 3,093
2016	3,062
2017	3,112
2018	3,019
2019	2,789
Thereafter	21,710
Total future minimum lease payments	36,785
Less interest portion	(13,887)
Present value of future minimum lease payments	22,898
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2015	12,038
2016	11,421
2017	10,424
2018	9,489
2019	7,163
Thereafter	24,276
Total future minimum lease payments	$ 74,811

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Segment Information Reportable Segments Information (Details) - USD ($)		3 Months Ended								12 Months Ended
		Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 16, 2016
Segment Reporting Information [Line Items]
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down							$ 4,300,000				$ 4,300,000
Oklahoma City sublease expense						$ 3,200,000					3,200,000
Gain (Loss) on Disposition of Assets			$ 24,000,000							$ 23,952,000
Net sales		$ 428,707,000	426,460,000	$ 432,099,000	$ 436,952,000	436,716,000	426,504,000	$ 429,663,000	$ 437,525,000	1,724,218,000	1,730,408,000	$ 1,734,763,000
Business Acquisition, Transaction Costs						200,000					200,000	2,700,000	$ 2,700,000
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement												3,500,000
Income from operations		(174,729,000)	46,900,000	18,381,000	11,539,000	26,367,000	5,160,000	19,148,000	20,510,000	(97,909,000)	71,185,000	114,764,000
Gain on divested assets, net		1,008,000	$ 22,944,000	$ 0	$ 0	0	$ 0	$ 0	$ 0	23,952,000	0	1,755,000
Goodwill, Impairment Loss										(195,079,000)	0	0
Depreciation and amortization										101,953,000	104,990,000	91,090,000
Assets		1,788,118,000				1,802,252,000				1,788,118,000	1,802,252,000	1,684,342,000
Capital expenditures										$ 337,950,000	198,685,000	155,677,000
Restructuring and Related Cost, Accelerated Depreciation											$ 3,700,000	$ 1,300,000
Concentration Risk, Percentage										11.10%	15.30%	13.40%
Consumer Products
Segment Reporting Information [Line Items]
Severance Costs										$ 1,900,000
Net sales										884,812,000	$ 941,907,000	$ 988,380,000
Operating Income (loss) before gain on divested assets and goodwill impairment	[1],[2],[3]									(2,731,000)	28,973,000	66,164,000
Income from operations										(173,858,000)	28,973,000	67,919,000
Gain on divested assets, net	[1]									23,952,000	0	1,755,000
Goodwill, Impairment Loss										(195,079,000)	0	0
Depreciation and amortization	[4]									57,784,000	65,007,000	59,375,000
Assets		1,094,120,000				1,069,876,000				1,094,120,000	1,069,876,000	1,031,563,000
Capital expenditures										307,794,000	112,597,000	47,079,000
Pulp and Paperboard
Segment Reporting Information [Line Items]
Severance Costs										500,000
Net sales										839,406,000	788,501,000	746,383,000
Income from operations	[2],[3]									130,426,000	97,360,000	112,700,000
Depreciation and amortization										37,798,000	34,474,000	26,741,000
Assets		638,772,000				645,353,000				638,772,000	645,353,000	586,687,000
Capital expenditures										17,943,000	74,616,000	104,113,000
Operating Segments
Segment Reporting Information [Line Items]
Income from operations										(43,432,000)	126,333,000	180,619,000
Assets		1,732,892,000				1,715,229,000				1,732,892,000	1,715,229,000	1,618,250,000
Capital expenditures										325,737,000	187,213,000	151,192,000
Corporate
Segment Reporting Information [Line Items]
Severance Costs										4,500,000
Income from operations	[2],[3],[5]									(54,477,000)	(55,148,000)	(65,855,000)
Depreciation and amortization										6,371,000	5,509,000	4,974,000
Assets		$ 55,226,000				$ 87,023,000				55,226,000	87,023,000	66,092,000
Capital expenditures										$ 12,213,000	$ 11,472,000	$ 4,485,000

[1] 1 Operating income for the Consumer Products segment for the twelve months ended December 31, 2017 include costs associated with the March 31, 2017 Oklahoma City facility closure. These costs include $4.3 million of loss on the write-down of assets to their held for sale value and $3.2 million of expenses associated with the execution of a sublease for the facility.

[2] 2 As a result of the adoption of ASU 2017-07, certain pension and OPEB (costs) income have been reclassified from operating to non-operating income. The service cost component of pension and OPEB costs remains within segment operating income. Refer to Note 3, "Recently Adopted and New Accounting Standards," and Note 13, "Savings, Pension and Other Postretirement Benefit Plans," for additional detail.

[3] 3 Income (loss) from operations for the Consumer Products, Pulp and Paperboard and Corporate segments for the twelve months ended December 31, 2018 include $1.9 million, $0.5 million and $4.5 million respectively, of expenses associated with our selling, general and administrative cost and control measures.

[4] 6 Depreciation and amortization expense for the Consumer Products segment for the twelve months ended December 31, 2017 and 2016 includes accelerated depreciation of $3.7 million and $1.3 million, respectively, associated with the Oklahoma City facility closure.

[5] 5 Corporate expenses for 2016 include $2.7 million of expenses associated with the acquisition of Manchester Industries. Operating results subsequent to the acquisition of Manchester are included in the Pulp and Paperboard segment. Corporate expenses for 2016 also include a $3.5 million settlement accounting charge associated with a pension lump sum buyout for term-vested participants.

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Segment Information Segment Information Summary of Geographic Information Regarding Net Sales (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 428,707,000	$ 426,460,000	$ 432,099,000	$ 436,952,000	$ 436,716,000	$ 426,504,000	$ 429,663,000	$ 437,525,000	$ 1,724,218,000	$ 1,730,408,000	$ 1,734,763,000
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales									$ 1,648,610,000	$ 1,650,066,000	$ 1,663,231,000

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Segment Information Disaggregation of revenue (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disaggregation of Revenue [Line Items]
Concentration Risk, Percentage									11.10%	15.30%	13.40%
Revenue, Net	$ 428,707,000	$ 426,460,000	$ 432,099,000	$ 436,952,000	$ 436,716,000	$ 426,504,000	$ 429,663,000	$ 437,525,000	$ 1,724,218,000	$ 1,730,408,000	$ 1,734,763,000
United States
Disaggregation of Revenue [Line Items]
Revenue, Net									1,648,610,000	1,650,066,000	1,663,231,000
Non-US [Member]
Disaggregation of Revenue [Line Items]
Revenue, Net									75,608,000	80,342,000	71,532,000
Paperboard [Domain]
Disaggregation of Revenue [Line Items]
Revenue, Net									837,891,000	788,501,000	746,383,000
Non-retail tissue [Domain]
Disaggregation of Revenue [Line Items]
Revenue, Net									88,214,000	81,044,000	121,291,000
Other [Domain]
Disaggregation of Revenue [Line Items]
Revenue, Net									3,679,000	3,221,000	1,324,000
Retail tissue [Domain]
Disaggregation of Revenue [Line Items]
Revenue, Net									$ 794,434,000	$ 857,642,000	$ 865,765,000

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Financial Results by Quarter Financial Results by Quarter (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Quarterly Financial Information Disclosure [Abstract]
Net sales	$ 428,707,000	$ 426,460,000	$ 432,099,000	$ 436,952,000	$ 436,716,000	$ 426,504,000	$ 429,663,000	$ 437,525,000	$ 1,724,218,000	$ 1,730,408,000	$ 1,734,763,000
Costs and expenses:
Cost of sales	(382,204,000)	(376,221,000)	(387,154,000)	(392,433,000)	(375,458,000)	(386,762,000)	(381,061,000)	(387,060,000)	(1,538,012,000)	(1,530,341,000)	(1,493,559,000)
Gain on divested assets, net	1,008,000	22,944,000	0	0	0	0	0	0	23,952,000	0	1,755,000
Selling, general and administrative expenses	(27,161,000)	(26,283,000)	(26,564,000)	(32,980,000)	(34,891,000)	(34,582,000)	(29,454,000)	(29,955,000)	(112,988,000)	(128,882,000)	(128,195,000)
Impairment of assets	(195,079,000)	0	0	0	0	0	0	0
Total operating costs and expenses	(603,436,000)	(379,560,000)	(413,718,000)	(425,413,000)	(410,349,000)	(421,344,000)	(410,515,000)	(417,015,000)	(1,822,127,000)	(1,659,223,000)	(1,619,999,000)
Income from operations	(174,729,000)	46,900,000	18,381,000	11,539,000	26,367,000	5,160,000	19,148,000	20,510,000	(97,909,000)	71,185,000	114,764,000
Net earnings	$ (187,772,000)	$ 34,444,000	$ 6,961,000	$ 2,600,000	$ 80,924,000	$ 863,000	$ 8,037,000	$ 7,515,000	$ (143,767,000)	$ 97,339,000	$ 49,554,000
Net earnings per common share:
Basic (in dollars per share)	$ (11.39)	$ 2.09	$ 0.42	$ 0.16	$ 4.92	$ 0.05	$ 0.49	$ 0.46	$ (8.72)	$ 5.91	$ 2.91
Diluted (in dollars per share)	$ (11.39)	$ 2.08	$ 0.42	$ 0.16	$ 4.88	$ 0.05	$ 0.48	$ 0.45	$ (8.72)	$ 5.88	$ 2.90

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Supplemental Guarantor Financial Information Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Condensed Financial Statements, Captions [Line Items]
Net sales	$ 428,707,000	$ 426,460,000	$ 432,099,000	$ 436,952,000	$ 436,716,000	$ 426,504,000	$ 429,663,000	$ 437,525,000	$ 1,724,218,000	$ 1,730,408,000	$ 1,734,763,000
Cost and expenses:
Cost of sales	(382,204,000)	(376,221,000)	(387,154,000)	(392,433,000)	(375,458,000)	(386,762,000)	(381,061,000)	(387,060,000)	(1,538,012,000)	(1,530,341,000)	(1,493,559,000)
Selling, general and administrative expenses	(27,161,000)	(26,283,000)	(26,564,000)	(32,980,000)	(34,891,000)	(34,582,000)	(29,454,000)	(29,955,000)	(112,988,000)	(128,882,000)	(128,195,000)
Gain on divested assets, net	1,008,000	22,944,000	0	0	0	0	0	0	23,952,000	0	1,755,000
Impairment of assets	(195,079,000)	0	0	0	0	0	0	0
Total operating costs and expenses	(603,436,000)	(379,560,000)	(413,718,000)	(425,413,000)	(410,349,000)	(421,344,000)	(410,515,000)	(417,015,000)	(1,822,127,000)	(1,659,223,000)	(1,619,999,000)
(Loss) income from operations	(174,729,000)	46,900,000	18,381,000	11,539,000	26,367,000	5,160,000	19,148,000	20,510,000	(97,909,000)	71,185,000	114,764,000
Interest expense, net									(30,620,000)	(31,374,000)	(30,651,000)
Non-operating pension and other postretirment benefit (costs) income									(4,933,000)	1,143,000
Non-operating pension and other post employment benefit (costs) income											(3,447,000)
Equity in income (loss) of subsidiary									0	0	0
Earnings before income taxes									(133,462,000)	40,954,000	80,666,000
Income tax (provision) benefit									(10,305,000)	56,385,000	(31,112,000)
Net (loss) earnings	$ (187,772,000)	34,444,000	$ 6,961,000	$ 2,600,000	$ 80,924,000	$ 863,000	$ 8,037,000	$ 7,515,000	(143,767,000)	97,339,000	49,554,000
Other comprehensive income, net of tax									(10,513,000)	7,770,000	3,795,000
Comprehensive income									(154,280,000)	105,109,000	53,349,000
Goodwill, Impairment Loss									(195,079,000)	0	0
Gain (Loss) on Disposition of Assets		$ 24,000,000							23,952,000
Issuer
Condensed Financial Statements, Captions [Line Items]
Net sales									1,752,343,000	1,707,283,000	1,685,327,000
Cost and expenses:
Cost of sales									(1,583,009,000)	(1,525,645,000)	(1,466,623,000)
Selling, general and administrative expenses									(92,236,000)	(98,412,000)	(114,142,000)
Gain on divested assets, net											1,755,000
Total operating costs and expenses									(1,870,324,000)	(1,624,057,000)	(1,579,010,000)
(Loss) income from operations									(117,981,000)	83,226,000	106,317,000
Interest expense, net									(30,115,000)	(30,820,000)	(30,462,000)
Non-operating pension and other postretirment benefit (costs) income									(4,933,000)	1,143,000
Non-operating pension and other post employment benefit (costs) income											(3,447,000)
Equity in income (loss) of subsidiary									18,301,000	11,911,000	5,331,000
Earnings before income taxes									(153,029,000)	53,549,000	72,408,000
Income tax (provision) benefit									(5,240,000)	34,250,000	(26,966,000)
Net (loss) earnings									(139,968,000)	99,710,000	50,773,000
Other comprehensive income, net of tax									(10,513,000)	7,770,000	3,795,000
Comprehensive income									(150,481,000)	107,480,000	54,568,000
Goodwill, Impairment Loss									(195,079,000)
Gain (Loss) on Disposition of Assets									0
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net sales									194,914,000	242,222,000	287,952,000
Cost and expenses:
Cost of sales									(172,965,000)	(219,931,000)	(263,577,000)
Selling, general and administrative expenses									(20,752,000)	(30,470,000)	(14,053,000)
Gain on divested assets, net											0
Total operating costs and expenses									(169,765,000)	(250,401,000)	(277,630,000)
(Loss) income from operations									25,149,000	(8,179,000)	10,322,000
Interest expense, net									(505,000)	(554,000)	(189,000)
Non-operating pension and other postretirment benefit (costs) income									0	0
Non-operating pension and other post employment benefit (costs) income											0
Equity in income (loss) of subsidiary									0	0	0
Earnings before income taxes									24,644,000	(8,733,000)	10,133,000
Income tax (provision) benefit									(6,343,000)	20,644,000	(4,802,000)
Net (loss) earnings									18,301,000	11,911,000	5,331,000
Other comprehensive income, net of tax									0	0	0
Comprehensive income									18,301,000	11,911,000	5,331,000
Goodwill, Impairment Loss									0
Gain (Loss) on Disposition of Assets									23,952,000
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net sales									(223,039,000)	(219,097,000)	(238,516,000)
Cost and expenses:
Cost of sales									217,962,000	215,235,000	236,641,000
Selling, general and administrative expenses									0	0	0
Gain on divested assets, net									0		0
Total operating costs and expenses									217,962,000	215,235,000	236,641,000
(Loss) income from operations									(5,077,000)	(3,862,000)	(1,875,000)
Interest expense, net									0	0	0
Non-operating pension and other postretirment benefit (costs) income									0	0
Non-operating pension and other post employment benefit (costs) income											0
Equity in income (loss) of subsidiary									(18,301,000)	(11,911,000)	(5,331,000)
Earnings before income taxes									(5,077,000)	(3,862,000)	(1,875,000)
Income tax (provision) benefit									1,278,000	1,491,000	656,000
Net (loss) earnings									(22,100,000)	(14,282,000)	(6,550,000)
Other comprehensive income, net of tax									0	0	0
Comprehensive income									(22,100,000)	$ (14,282,000)	$ (6,550,000)
Goodwill, Impairment Loss									$ 0

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Supplemental Guarantor Financial Information Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Condensed Financial Statements, Captions [Line Items]
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect	$ 8,209	$ (6,263)	$ 17,391
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	24,947	16,738	23,001	$ 5,610
Current assets:
Cash and cash equivalents	22,484	15,738	23,001
Receivables, net	145,519	142,065
Taxes receivable	6,301	20,282
Inventories	266,244	266,043
Other Assets, Current	3,399	8,661
Total current assets	443,947	452,789
Property, plant and equipment, net	1,269,271	1,050,982
Goodwill	35,074	244,161	244,283
Intangible assets, net	24,080	32,542
Investment in subsidiary	0	0
Other assets, net	15,746	21,778
TOTAL ASSETS	1,788,118	1,802,252	1,684,342
Debt, Current	120,833	155,000
Current liabilities:
Accounts payable and accrued liabilities	321,032	256,621
Current liability for pensions and other postretirement employee benefits	7,430	7,631
Total current liabilities	449,295	419,252
Long-term debt	671,292	570,524
Liability for pensions and other postretirement employee benefits	78,191	72,469
Other long-term obligations	38,977	43,275
Accrued taxes	2,785	2,770
Deferred Tax Liabilities, Net, Noncurrent	114,988	111,665
Deferred Tax Liabilities, Gross, Noncurrent	121,182	118,528
Liabilities	1,361,722	1,226,818
Accumulated other comprehensive loss, net of tax	(67,348)	(43,983)
Stockholders Equity Excluding Accumulated Other Comprehensive Income Loss	493,744	619,417
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	1,788,118	1,802,252
Issuer
Condensed Financial Statements, Captions [Line Items]
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect	8,209	(2,848)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	24,947	16,738	19,586	5,610
Current assets:
Cash and cash equivalents	22,484	15,738
Receivables, net	127,952	125,001
Taxes receivable	16,634	20,242
Inventories	222,960	228,311
Other Assets, Current	3,346	8,587
Total current assets	393,376	397,879
Property, plant and equipment, net	1,192,716	936,659
Goodwill	35,074	244,161
Intangible assets, net	1,045	2,089
Intercompany receivable (payable)	(62,846)	(2,807)
Investment in subsidiary	175,301	157,000
Other assets, net	14,839	21,413
TOTAL ASSETS	1,749,505	1,756,394
Debt, Current	120,833	155,000
Current liabilities:
Accounts payable and accrued liabilities	299,715	235,439
Current liability for pensions and other postretirement employee benefits	7,430	7,631
Total current liabilities	427,978	398,070
Long-term debt	671,292	570,524
Liability for pensions and other postretirement employee benefits	78,191	72,469
Other long-term obligations	38,977	43,275
Accrued taxes	1,918	1,928
Deferred Tax Liabilities, Gross, Noncurrent	104,753	94,694
Liabilities	1,323,109	1,180,960
Accumulated other comprehensive loss, net of tax	(67,348)	(43,983)
Stockholders Equity Excluding Accumulated Other Comprehensive Income Loss	493,744	619,417
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	1,749,505	1,756,394
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect	0	(3,415)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	0	0	3,415	0
Current assets:
Cash and cash equivalents	0	0
Receivables, net	17,567	17,064
Taxes receivable	41	40
Inventories	48,361	41,594
Other Assets, Current	53	74
Total current assets	66,022	58,772
Property, plant and equipment, net	76,555	114,323
Goodwill	0	0
Intangible assets, net	23,035	30,453
Intercompany receivable (payable)	57,769	(1,055)
Investment in subsidiary	0	0
Other assets, net	2,618	2,696
TOTAL ASSETS	225,999	205,189
Debt, Current	0	0
Current liabilities:
Accounts payable and accrued liabilities	31,691	21,182
Current liability for pensions and other postretirement employee benefits	0	0
Total current liabilities	31,691	21,182
Long-term debt	0	0
Liability for pensions and other postretirement employee benefits	0	0
Other long-term obligations	0	0
Accrued taxes	867	842
Deferred Tax Liabilities, Gross, Noncurrent	18,140	26,165
Liabilities	50,698	48,189
Accumulated other comprehensive loss, net of tax	0	0
Stockholders Equity Excluding Accumulated Other Comprehensive Income Loss	175,301	157,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	225,999	205,189
Eliminations
Condensed Financial Statements, Captions [Line Items]
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect	0	0
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	0	0	$ 0	$ 0
Current assets:
Cash and cash equivalents	0	0
Receivables, net	0	0
Taxes receivable	(10,374)	0
Inventories	(5,077)	(3,862)
Other Assets, Current	0	0
Total current assets	(15,451)	(3,862)
Property, plant and equipment, net	0	0
Goodwill	0	0
Intangible assets, net	0	0
Intercompany receivable (payable)	5,077	3,862
Investment in subsidiary	(175,301)	(157,000)
Other assets, net	(1,711)	(2,331)
TOTAL ASSETS	(187,386)	(159,331)
Debt, Current	0	0
Current liabilities:
Accounts payable and accrued liabilities	(10,374)	0
Current liability for pensions and other postretirement employee benefits	0	0
Total current liabilities	(10,374)	0
Long-term debt	0	0
Liability for pensions and other postretirement employee benefits	0	0
Other long-term obligations	0	0
Accrued taxes	0	0
Deferred Tax Liabilities, Gross, Noncurrent	(1,711)	(2,331)
Liabilities	(12,085)	(2,331)
Accumulated other comprehensive loss, net of tax	0	0
Stockholders Equity Excluding Accumulated Other Comprehensive Income Loss	(175,301)	(157,000)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ (187,386)	$ (159,331)

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Supplemental Guarantor Financial Information Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended								6 Months Ended	12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)	$ (187,772)	$ 34,444	$ 6,961	$ 2,600	$ 80,924	$ 863	$ 8,037	$ 7,515		$ (143,767)	$ 97,339	$ 49,554
Goodwill, Impairment Loss										195,079	0	0
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization										101,953	104,990	91,090
Equity-based compensation expense										3,314	3,620	12,385
Impairment of assets	195,079	0	$ 0	0	0	$ 0	$ 0	0
Deferred tax expense (benefit)										7,084	(40,589)	18,327
Employee benefit plans										(116)	(4,371)	(1,979)
Deferred issuance costs on debt										1,356	1,199	1,242
Gain on divested assets, net										(25,510)	0	0
Disposal of plant and equipment, net										(726)	(4,053)	(1,381)
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities										146	1,750	758
Changes in working capital, net of acquisition										16,200	21,761	(3,462)
Change in taxes receivable, net										13,980	(10,573)	5,142
Other, net										(1,546)	(509)	(1,687)
Net cash flows from operating activities										168,899	178,670	172,751
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment										(295,708)	(199,748)	(155,349)
Payments to Acquire Businesses, Net of Cash Acquired										0	0	(67,443)
Proceeds from Divestiture of Businesses		$ 71,000								70,930
Proceeds from Sale of Productive Assets										70,930	0	0
Payments for (Proceeds from) Other Investing Activities										807	951	286
Net cash flows from investing activities										(223,971)	(198,797)	(222,506)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock										0	(4,875)	(65,327)
Proceeds from Short-term Debt										630,848	298,308	1,273,959
Repayments of Short-term Debt										565,015	278,308	1,138,959
Investment (to) from Parent										0	0	0
Payments for debt issuance costs										(2,139)	(134)	(1,906)
Payment of tax withholdings on equity-based payment arrangements										(413)	(1,127)	(933)
Other, net										0	0	312
Net cash flows from financing activities										63,281	13,864	67,146
Increase (decrease) in cash, cash equivalents and restricted cash												17,391
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect										8,209	(6,263)	17,391
Cash, cash equivalents and restricted cash at beginning of period				15,738				$ 23,001	$ 23,001	15,738	23,001
Cash, cash equivalents and restricted cash at end of period	22,484				15,738					22,484	15,738	23,001
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	24,947				16,738					24,947	16,738	23,001	$ 5,610
Issuer
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)										(139,968)	99,710	50,773
Goodwill, Impairment Loss										195,079
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization										81,812	76,862	68,496
Equity-based compensation expense										3,314	3,620	12,385
Deferred tax expense (benefit)										15,019	(16,957)	18,860
Employee benefit plans										(116)	(4,371)	(1,979)
Deferred issuance costs on debt									1,199	1,356		1,242
Gain on divested assets, net										0
Disposal of plant and equipment, net										(727)	(512)	781
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities										146	1,750	740
Changes in working capital, net of acquisition										24,455	8,776	642
Change in taxes receivable, net										3,607	(5,099)	(1,078)
Other, net										(1,790)	2,585	(1,904)
Net cash flows from operating activities										183,641	168,587	149,830
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment										(293,766)	(193,864)	(145,579)
Payments to Acquire Businesses, Net of Cash Acquired												(67,443)
Proceeds from Sale of Productive Assets										70,930
Payments for (Proceeds from) Other Investing Activities										793	283	250
Net cash flows from investing activities										(222,043)	(193,581)	(212,772)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock											(4,875)	(65,327)
Proceeds from Short-term Debt										630,848	298,308	1,273,959
Repayments of Short-term Debt										565,015	278,308	1,138,959
Investment (to) from Parent										(16,670)	8,282	9,772
Payments for debt issuance costs										(2,139)	(134)	(1,906)
Payment of tax withholdings on equity-based payment arrangements										(413)	(1,127)	(933)
Other, net												312
Net cash flows from financing activities										46,611	22,146	76,918
Increase (decrease) in cash, cash equivalents and restricted cash												13,976
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect										8,209	(2,848)
Cash, cash equivalents and restricted cash at beginning of period				15,738						15,738
Cash, cash equivalents and restricted cash at end of period	22,484				15,738					22,484	15,738
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	24,947				16,738					24,947	16,738	19,586	5,610
Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)										18,301	11,911	5,331
Goodwill, Impairment Loss										0
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization										20,141	28,128	22,594
Equity-based compensation expense										0	0	0
Deferred tax expense (benefit)										(7,935)	(23,632)	605
Employee benefit plans										0	0	0
Deferred issuance costs on debt									0	0		0
Gain on divested assets, net										(25,510)
Disposal of plant and equipment, net										1	(3,541)	(600)
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities										0	0	(18)
Changes in working capital, net of acquisition										904	5,529	774
Change in taxes receivable, net										(1)	(5)	(1,405)
Other, net										244	(3,094)	(921)
Net cash flows from operating activities										6,143	22,378	27,596
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment										(1,942)	(5,884)	(9,770)
Payments to Acquire Businesses, Net of Cash Acquired												0
Proceeds from Divestiture of Businesses										0
Payments for (Proceeds from) Other Investing Activities										14	668	36
Net cash flows from investing activities										(1,928)	(5,216)	(9,734)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock											0	0
Proceeds from Short-term Debt										0	0	0
Repayments of Short-term Debt										0	0	0
Investment (to) from Parent										(4,215)	(20,577)	(14,447)
Payments for debt issuance costs										0	0	0
Payment of tax withholdings on equity-based payment arrangements										0	0	0
Other, net												0
Net cash flows from financing activities										(4,215)	(20,577)	(14,447)
Increase (decrease) in cash, cash equivalents and restricted cash												3,415
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect										0	(3,415)
Cash, cash equivalents and restricted cash at beginning of period				0						0
Cash, cash equivalents and restricted cash at end of period	0				0					0	0
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	0				0					0	0	3,415	0
Consolidation, Eliminations [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)										(22,100)	(14,282)	(6,550)
Goodwill, Impairment Loss										0
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization										0	0	0
Equity-based compensation expense										0	0	0
Deferred tax expense (benefit)										0	0	(1,138)
Employee benefit plans										0	0	0
Deferred issuance costs on debt									$ 0	0		0
Gain on divested assets, net										0
Disposal of plant and equipment, net										0	0	0
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities										0	0	0
Changes in working capital, net of acquisition										(9,159)	7,456	(3,594)
Change in taxes receivable, net										10,374	(5,469)	(5,469)
Other, net										0	0	1,138
Net cash flows from operating activities										(20,885)	(12,295)	(4,675)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment										0	0	0
Payments to Acquire Businesses, Net of Cash Acquired												0
Proceeds from Divestiture of Businesses										0
Payments for (Proceeds from) Other Investing Activities										0	0	0
Net cash flows from investing activities										0	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock											0	0
Proceeds from Short-term Debt										0	0	0
Repayments of Short-term Debt										0	0	0
Investment (to) from Parent										20,885	12,295	4,675
Payments for debt issuance costs										0	0	0
Payment of tax withholdings on equity-based payment arrangements										0	0	0
Other, net												0
Net cash flows from financing activities										20,885	12,295	4,675
Increase (decrease) in cash, cash equivalents and restricted cash												0
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect										0	0
Cash, cash equivalents and restricted cash at beginning of period				$ 0						0
Cash, cash equivalents and restricted cash at end of period	0				0					0	0
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	$ 0				$ 0					$ 0	$ 0	$ 0	$ 0

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Business Interruption and Insurance Recovery (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended	12 Months Ended
	Dec. 31, 2018	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2017	Dec. 31, 2016
Business Interruption and Insurance Recovery [Abstract]
Operating Insurance and Claims Costs, Production	$ 4.4				$ 8.5
Insurance deductible	2.5
Deductible and claims costs			$ 3.5		3.5
Property insurance claim payment	$ 1.9	$ 2.9	$ 5.0	$ 2.9	$ 5.0
Paper machine downtime in days			17 days
Insurance claim payment, Las Vegas facility		$ 1.4	$ 1.5	$ 2.9