Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used in this Amendment, the following terms shall have the meanings set forth below: "Acquisition" means the acquisition by the Borrower of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation, pursuant to and in accordance with the terms and conditions of the Acquisition Agreement. "Acquisition Agreement" means that certain Asset Purchase Agr

Section 1.02 — Interpretation (a) The rules of construction and interpretation set forth in Article I of the Existing Credit Agreement shall apply to this Amendment as if fully set forth herein. (b) References in this Amendment to any Article, Section, Schedule, or Exhibit are, unless otherwise specified, references to such Article, Section, Schedule, or Exhibit of or to this Amendment. (c) References in this Amendme

ARTICLE II — INCREMENTAL TERM LOAN FACILITY

Section 2.01 — Incremental Term Loan Commitments (a) Subject to and upon the terms and conditions set forth in this Amendment (including the satisfaction or waiver of the conditions precedent set forth in Article IV hereof), each Incremental Term Loan Lender agrees, severally and not jointly, to make a single term loan (each such term loan, an "Incremental Term Loan") to the Borrower on the Closing Date in a principa

Section 2.02 — Use of Proceeds The proceeds of the Incremental Term Loans shall be used by the Borrower solely for the following purposes: (a) to finance a portion of the purchase price payable by the Borrower to AVP under the Acquisition Agreement, which aggregate purchase price is One Hundred Eighty Million Dollars ($180,000,000), with One Hundred Thirty Million Dollars ($130,000,000) to be funded from the proceeds

Section 2.03 — Interest Rate (a) Applicable Rate. Subject to the provisions of this Section 2.03, the Incremental Term Loans shall bear interest at a rate per annum equal to Term SOFR (as defined in the Existing Credit Agreement) for the applicable Interest Period plus 3.75% (375 basis points) per annum. (b) Term SOFR Floor. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Amendment,

Section 2.04 — Repayment and Amortization (a) Scheduled Amortization. The Borrower shall repay the outstanding principal amount of the Incremental Term Loans in consecutive quarterly installments on the last Business Day of each fiscal quarter, commencing on the first full fiscal quarter end following the Closing Date (which is expected to be September 30, 2025), in each case in a principal amount equal to 1.25% of t

Section 2.05 — Ticking Fee (a) From and after June 21, 2025 (the "Ticking Fee Commencement Date," being the date that is sixty (60) days after the date of the commitment letter dated April 22, 2025, Reference: PCL-2025-04-1187), until the earlier of (x) the Closing Date and (y) the date of termination of the Incremental Term Loan Commitments (whether upon the Commitment Expiration Date, termination of the Acquisition

Section 2.06 — Funding Mechanics (a) On the Closing Date, each Incremental Term Loan Lender shall fund its Incremental Term Loan Commitment by wire transfer of immediately available funds to the account designated by the Administrative Agent not later than 11:00 a.m. New York City time on the Closing Date, in the amount equal to such Incremental Term Loan Lender's Incremental Term Loan Commitment as set forth on Sche

Section 2.07 — Treatment as Term Loans (a) From and after the Closing Date, the Incremental Term Loans shall constitute "Term Loans" and "Obligations" under and as defined in the Credit Agreement for all purposes thereof, including for purposes of voting, mandatory prepayments, pro rata sharing, and all other provisions of the Credit Agreement. (b) From and after the Closing Date, each Incremental Term Loan Lender sh

ARTICLE III — AMENDMENTS TO EXISTING CREDIT AGREEMENT

Section 3.01 — Amendments to Definitions Effective as of the Amendment Effective Date, the Existing Credit Agreement is hereby amended as follows: (a) The definition of "Term Loans" set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following language at the end thereof: ", and shall include the Incremental Term Loans in an aggregate original principal amount of $130,000,000 ma

Section 3.02 — Amendment to Schedules The Commitment Schedule (Schedule 2.01) of the Existing Credit Agreement is hereby amended to include the Incremental Term Loan Commitment of each Incremental Term Loan Lender as set forth on Schedule I to this Amendment, and, from and after the Closing Date, to reflect the outstanding principal amount of the Incremental Term Loans of each Incremental Term Loan Lender. Schedule I

Section 3.03 — No Other Amendments (a) Except as expressly set forth in this Amendment, all of the terms, conditions, covenants, representations, warranties, and other provisions of the Existing Credit Agreement and each other Loan Document shall remain in full force and effect and are hereby ratified and confirmed in all respects. On and after the Amendment Effective Date, each reference in the Existing Credit Agree

ARTICLE IV — CONDITIONS PRECEDENT TO EFFECTIVENESS AND FUNDING

Section 4.01 — Conditions Precedent The obligations of the Incremental Term Loan Lenders to fund the Incremental Term Loans on the Closing Date, and the effectiveness of this Amendment (the date on which all such conditions are satisfied or waived, the "Amendment Effective Date"), are subject to the prior satisfaction (or waiver by the Administrative Agent and the Required Lenders, as applicable) of each of the follo

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.01 — Representations and Warranties of the Borrower The Borrower hereby represents and warrants to the Administrative Agent and each Incremental Term Loan Lender that, as of the date hereof and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation and warranty is made as of such earlier date): (a) Organiz

ARTICLE VI — REAFFIRMATION AND CONSENT

Section 6.01 — Reaffirmation of Loan Documents The Borrower hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Credit Agreement and each other Loan Document to which it is a party, (b) ratifies and reaffirms each grant of a lien on, or security interest in, its properties and assets made pursuant to the Loan Documents (including, without limitation, th

Section 6.02 — Reaffirmation of Security Interests (a) The Borrower hereby confirms and agrees that the security interests and liens granted by the Borrower under the Security Agreement, the Mortgages, the Pledge Agreements, and all other Collateral Documents delivered in connection with the Credit Agreement continue in full force and effect, secure all Obligations under the Credit Agreement (including, without limit

Section 6.03 — Guarantor Reaffirmation Each Guarantor (being each subsidiary of the Borrower that has executed a Guaranty under the Existing Credit Agreement) hereby: (a) ratifies and reaffirms its guaranty of the Obligations (including, without limitation, the Incremental Term Loans) set forth in the Guaranty to which it is a party; (b) acknowledges and agrees that its guaranty extends to all Obligations as defined

Section 6.04 — Consent of Existing Lenders Each Existing Lender signatory to this Amendment, constituting the Required Lenders under the Existing Credit Agreement, hereby consents to this Amendment and the establishment of the Incremental Term Loan facility on the terms and subject to the conditions set forth herein. Such consent is granted solely for the purposes of this Amendment and shall not be deemed to constitu

Section 7.01 — Governing Law THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHE