Commitment Letter, dated February 20, 2024, among Clearwater Paper Corporation, AgWest Farm Credit, PCA, CoBank, FCB, Coperatieve Rabobank U.A., New York Branch and any other financial institutions from time to time party thereto

Exhibit 10.1

February 20, 2024

Clearwater Paper Corporation

601 West Riverside Avenue, Suite 1100

Spokane, WA 99201

Attention: Heidi Blair, VP, Treasurer

Commitment Letter

Ladies and Gentlemen:

Clearwater Paper Corporation, a Delaware corporation (“you” or the “Borrower”), has advised AgWest Farm Credit, PCA (“AgWest”), CoBank, FCB (“CoBank”) and Coöperatieve Rabobank U.A., New York Branch ( “Rabobank”; together with AgWest and CoBank, each a “Commitment Party” and, collectively, the “Commitment Parties”) that you intend to acquire, directly or indirectly, certain of the assets of Graphic Packaging International, LLC, a Delaware limited liability company (the “Seller”) identified as the “Transferred Assets” (the “Transferred Assets”) pursuant to that certain Asset Purchase Agreement, dated on or about the date hereof (including all annexes, schedules and exhibits thereto, the “Acquisition Agreement”), by and between you and the Seller. Such acquisition as contemplated by the Acquisition Agreement to occur on the Closing Date (as defined below) is referred to herein as the “Acquisition.”

In connection with the foregoing, you have advised the Commitment Parties that you intend to finance the Acquisition, to fund costs and expenses related to the Transactions (as defined below), and to finance the ongoing working capital and other general corporate purposes of the Borrower and its subsidiaries with the following:

(a) cash on hand (and/or drawings under (i) the ABL Facility (as defined below), and/or (ii) the Term Revolver Facility (as defined below));

(b) a new senior secured term loan facility in an aggregate principal amount of $340,000,000 having the terms set forth on Exhibit A to this Commitment Letter (the “Farm Credit Term Loan Facility” and, together with the Term Revolver Facility, the “Farm Credit Facilities”); and

(c) a new senior secured term loan facility in an aggregate principal amount of $150,000,000 having the terms set forth on Exhibit A to this Commitment Letter (the “Commercial Bank Term Loan Facility” and, together with the Farm Credit Term Loan Facility, the “Term Loan Facilities”, and, together with the Farm Credit Facilities, the “Senior Credit Facilities”).

Moreover, in connection with the foregoing, it is intended that:

(a) either (i) that certain ABL Credit Agreement, dated as of July 26, 2019 (as amended, supplemented or otherwise modified from time to time, the “Existing ABL Agreement” and the revolving credit facility documented thereunder, the “Existing ABL Credit Facility”, in each case, for the avoidance of doubt, prior to the Required ABL Amendments or New ABL Facility, as applicable), among the Borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent will be amended pursuant to the Required ABL Amendments (as defined below) (such amended Existing ABL Agreement, the “Amended ABL Facility”), or (ii) if the Required ABL Amendments cannot be obtained, the Existing ABL Agreement will be refinanced and replaced in full in an aggregate amount of up to $275 million, together with incremental commitments that may be obtained from time to time from one or more lenders thereunder in an amount not to exceed $100 million and having the terms set forth in Exhibit B to this Commitment Letter and otherwise giving effect to the Required ABL Amendments (the “New ABL Facility”, either the Amended ABL Facility or the New ABL Facility, as applicable, the “ABL Facility”), with all commitments under the Existing ABL Agreement terminated, all principal, interest, fees and other amounts outstanding or accrued thereunder repaid in full, all letters of credit issued thereunder canceled (or deemed to be issued under the New ABL Facility or otherwise backstopped in the manner satisfactory to the issuer thereof) and all guarantees and liens existing in connection therewith discharged and released (such termination, repayment, cancellation, discharge and release, the “Existing ABL Repayment”); and

(b) either (i) that certain Credit Agreement, dated as of October 27, 2023 (as amended, supplemented or otherwise modified from time to time, the “Existing AgWest Credit Agreement” and the term revolver credit facility documented thereunder, the “Existing Term Revolver Credit Facility”, in each case, for the avoidance of doubt, prior to the Term Revolver Amendment or New Term Revolver Facility, as applicable), by and among the Borrower, certain subsidiaries of the Borrower, as guarantors, the lenders and voting participants party thereto and AgWest, as administrative agent will be amended and/or restated to provide for the terms set forth on Exhibit A to this Commitment Letter, which amendment and/or restatement, among other modifications, will add, as part of the definitive documentation therefor, the Term Loan Facilities as tranches thereunder and modify certain of the covenants set forth therein, including to permit the Transactions (such amendment and/or restatement of the Existing AgWest Credit Agreement other than the addition of the Term Loan Facilities as tranches, the “Term Revolver Amendment”) or (ii) if the Term Revolver Amendment cannot be obtained through a vote of all the existing lenders and voting participants under the Existing AgWest Credit Agreement (the “Existing Term Revolver Lenders”) and/or through the assignment of the commitments and loans of any Existing Term Revolver Lenders who do not vote in favor of the Term Revolver Amendment (unwinding any participations and re-participating as necessary), the Existing Term Revolver Credit Facility will be refinanced (or deemed refinanced) in full in its entirety in order to replace the Existing Term Revolver Credit Facility with a credit facility having substantially the same terms, after giving effect to the Term Revolver Amendment (the “New Term Revolver Facility”, either the Term Revolver Amendment or the New Term Revolver Facility, as applicable, the “Term Revolver Facility”, and the Term Revolver Facility, the ABL Facility, and the other Senior Credit Facilities, collectively, the “Credit Facilities”).

As used herein, the term “Required ABL Amendments” means (a) an amendment to clause (b)(ii) of the definition of “Intercreditor Agreement” in the Existing ABL Agreement to refer to an intercreditor agreement that is substantially in the form of the “PCA Intercreditor Agreement” (as defined in the Existing ABL Agreement), (b) an amendment to the definition of “PCA Facility” under the Existing ABL Agreement to refer only to the Term Revolver Facility (and not, for the avoidance of doubt, the Term Loan Facilities)

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as in effect under, and subject to the terms of, the Amended and Restated Credit Agreement (as defined in the Senior Credit Facilities Term Sheet) on the Closing Date (as defined in the Senior Credit Facilities Term Sheet); provided, however, that, the references to the “PCA Facility” in the following sections of the Existing ABL Agreement shall be amended so that they also encompass the Term Loan Facilities: the definitions of “Farm Credit Lender” and “Term Loan Representative” in Section 1.1, Section 7.2(p), Section 7.3(h), Section 7.3(z), Section 7.7(w) and Section 7.8(d), (c) amendments to change “Fourth Amendment Effective Date” to instead refer to the Closing Date (as defined in the Senior Credit Facilities Term Sheet) in the following sections of the Existing ABL Agreement: the definition of “Farm Credit Lender” in Section 1.1, the definition of “PCA Intercreditor Agreement” in Section 1.1, Section 7.2(p), Section 7.3(z) and Section 7.7(w), (d) an amendment to the definition of “PCA Facility Documents” under the Existing ABL Agreement to refer to the “Loan Documents” as defined in the Amended and Restated Credit Agreement, (e) the Acquisition shall be deemed to be a Permitted Acquisition thereunder, (f) an amendment to Section 7.2(b)(i) of the Existing ABL Agreement to permit indebtedness under or secured by the PCA Facility Documents in an aggregate principal amount not to exceed $820.0 million, (g) an amendment to Section 7.2(aa) of the Existing ABL Agreement to, during the period prior to payment in full in cash of the outstanding obligations, and termination of the lending commitments, under the Term Revolver Facility, conform such basket to item (v) of the additional indebtedness subsection of the “Negative Covenants” section in the Senior Credit Facilities Term Sheet, (h) amendments to Section 7.3 (provided, that, in the case of Section 7.3, such basket shall provide that such liens are subordinated to the liens of the administrative agent under the Existing ABL Agreement on reasonably acceptable terms) and 7.5 of the Existing ABL Agreement to add appropriate baskets for Tax Incentive Transactions (as defined in the Senior Credit Facilities Term Sheet) and to the definitions of “Attributable Indebtedness”, “Indebtedness”, “Investment” to carveout any Tax Incentive Transactions from such defined terms, (i) an amendment to Section 7.8(d) of the Existing ABL Agreement to provide that the conditions in clauses (A) and (B) thereof do not apply in the case of the obligations under PCA Facility Documents, and (j) an amendment to Section 7.17 of the Existing ABL Agreement to provide that the covenants relating to changes, consents or agreement with respect to any amendment, modification, waiver or other change in such Section 7.17 apply only to amendments, modifications, waivers of the Term Revolver Facility after the Closing Date and, for the avoidance of doubt, to not restrict or prohibit the amortization and mandatory prepayments of the Senior Credit Facilities.

The consummation of the Acquisition, the entering into of the Required ABL Amendments (or, if necessary, the New ABL Facility), the entering into of the Term Revolver Amendment (or, if necessary, the New Term Revolver Facility), the initial borrowings under the applicable Credit Facilities, the payment of related fees, costs and expenses and all related transactions described above are hereinafter collectively referred to as the “Transactions.”

Upon and subject to the terms and conditions set forth in this letter, the Summary of Terms and Conditions attached as Exhibit A hereto (the “Senior Credit Facilities Term Sheet”), the Summary of Terms and Conditions attached as Exhibit B hereto (the “ABL Term Sheet” and, together with the Senior Credit Facilities Term Sheet, the “Term Sheets”), each of such Term Sheets are incorporated herein by this reference and the Summary of Additional Conditions attached hereto as Exhibit C and incorporated herein by reference (collectively with this commitment letter and the Term Sheets, the “Commitment Letter”): (a) AgWest is pleased to offer to be the sole administrative agent (in such capacity, the “Administrative Agent”) for the Senior Credit Facilities, (b) AgWest shall execute the SCF Loan Documentation (as hereinafter defined) as an initial lender and commits to provide the Borrower with 100% of its initial

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commitment of $340,000,000 in the aggregate principal amount under the Farm Credit Term Loan Facility, (c) CoBank shall purchase a $260,000,000 participation in AgWest’s commitment under the Farm Credit Term Loan Facility and commits to provide the Borrower with 100% of its $260,000,000 participation under the Farm Credit Term Loan Facility (with the documentation for such participation based on customary precedent documentation utilized by the Commitment Parties), (d) Rabobank is pleased to offer to be the syndication agent for the Senior Credit Facilities, (e) Rabobank commits to provide 100% of aggregate principal amount of the Commercial Bank Term Loan Facility, (f) AgWest is pleased to advise you of its willingness in connection with the foregoing commitments under the Farm Credit Facilities to act as sole lead arranger and sole bookrunner for the Farm Credit Facilities (AgWest acting in such capacities, the “Farm Credit Facilities Lead Arranger”) and (g) Rabobank is pleased to advise you of its willingness in connection with the foregoing commitments under the Commercial Bank Term Loan Facility to act as sole lead arranger and bookrunner for the Commercial Bank Term Loan Facility (Rabobank acting in such capacities, the “Commercial Bank Facility Lead Arranger”), and in connection with Rabobank’s commitments under the New ABL Facility described below, if instructed by you in writing, Rabobank is pleased to advise you of its willingness to act as sole lead arranger and bookrunner for the ABL Facility (Rabobank acting in such capacity, the “ABL Lead Arranger” and together with the Farm Credit Facilities Lead Arranger and the Commercial Bank Facility Lead Arranger, each a “Lead Arranger” and, collectively, the “Lead Arrangers”). The foregoing commitments of the Commitment Parties (collectively, in their capacities as lenders, the “Lead Banks”) hereunder are several and not joint. No additional agents, co-agents or arrangers will be appointed and no other titles will be awarded without our prior written approval. It is agreed that (i) AgWest shall have the “left” placement in any and all marketing materials or other documentation used in connection with the Farm Credit Facilities and shall hold the leading role and responsibilities conventionally associated with such “left” placement and (ii) Rabobank shall have the “left” placement in any and all marketing materials or other documentation used in connection with the Commercial Bank Term Loan Facility and, if instructed in writing by you to serve as ABL Lead Arranger, the ABL Facility, and shall hold the leading role and responsibilities conventionally associated with such “left” placement. As used herein, “SCF Loan Documentation” means the definitive documentation for the applicable Senior Credit Facilities, and “Loan Documentation” means the definitive documentation for the applicable Credit Facilities.

Moreover, (i) the Farm Credit Facilities Lead Arranger will use its commercially reasonable efforts to arrange the Term Revolver Amendment and (ii) in the event that such approval cannot be obtained from the Existing Term Revolver Lenders (other than, for the avoidance of doubt, AgWest and CoBank), each of AgWest and CoBank hereby advises you of its commitment to, on a joint and several basis, (A) vote 100% of their respective loans, commitments and/or participation interests under the Existing Term Revolver Credit Facility in favor of the Term Revolver Amendment (including any loans, commitments and/or participation interests taken by assignment in connection with the Term Revolver Amendment), with AgWest’s commitment, as a lender, being in respect of $120,000,000 of the Existing Term Revolver Credit Facility and CoBank’s commitment, as a lender, being in respect of $150,000,000 of the Existing Term Revolver Credit Facility (and in each case together with any other loans, commitments and/or participation interests either AgWest or Rabobank or any of their respective affiliates acquire in the Existing Term Revolver Credit Facility), and (B) either (x) to the extent possible, take assignment of the commitments, loans and/or participation interests of any Existing Term Revolver Lenders who do not vote in favor of the Term Revolver Amendment (unwinding any participations and re-participating as necessary) or (y), if directed by you, provide 100% of the New Term Revolver Facility, which shall be applied first, to refinance (or be deemed to refinance) the Existing Fixed Rate Loan and any other loans then outstanding under the

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Existing Term Revolver Credit Facility and second, to the extent of any undrawn Term Revolver Commitment Amount (as defined in the Senior Credit Facilities Term Sheet), as an advance of new loans thereunder up to the maximum Term Revolver Commitment Amount, and (C) in connection with the foregoing, to waive the provisions of (1) the last sentence of Section 2.3(c) of the Existing AgWest Credit Agreement, (2) the final sentence of clause (b) of Schedule 1.1(a) of the Existing AgWest Credit Agreement, in each case to the extent necessary to permit the refinancing of the Existing Term Revolver Credit Facility with the proceeds of the New Term Revolver Facility and (3) their right to receive the Make-Whole Amount (as defined in the Existing AgWest Credit Agreement) in connection with any such refinancing (or deemed refinancing); provided, that, for the avoidance of doubt, the outstanding principal amount of the Existing Fixed Rate Loan (as defined in the Senior Credit Facilities Term Sheet) as to which no Make-Whole Amount shall have been paid, reimbursed, or compensated, directly or indirectly (including through any indemnification payment) for any out-of-pocket cost by the Loan Parties in connection with any such refinancing (or deemed refinancing) shall be deemed to remain outstanding (via rollover in a refinancing or otherwise) on its existing terms (and, for the avoidance of doubt, without derogation of the commitment to refinance the Existing Term Revolver Credit Facility described in the foregoing clause (B)(y) as applicable, shall not be prepaid or repaid) until November 1, 2024.

Furthermore, if instructed by you in writing, Rabobank shall use its commercially reasonable efforts to arrange the Required ABL Amendments and, in the event that you notify Rabobank that the Required ABL Amendments cannot be obtained from the existing lenders under the Existing ABL Agreement (the “Existing ABL Lenders”), Rabobank hereby advises you of its commitment to either (A) to the extent possible, take assignment of the commitments and loans of any non-consenting Existing ABL Lenders in an amount sufficient to obtain the Required ABL Amendments or, if directed by you, (B) provide 100% of the New ABL Facility, a portion of which proceeds will be applied to finance the Existing ABL Repayment.

The commitment of the Lead Banks hereunder to fund (or, as applicable, ensure funding of) the applicable Credit Facilities (which, for the avoidance of doubt, in the case of the ABL Facility, shall be up to the amount of remaining undrawn availability under the Line Cap (as defined in the Existing ABL Facility and as evidenced by the borrowing base certificate delivered pursuant to clause (d) of paragraph 6 set forth in Exhibit C hereto) and, in the case of the Term Revolver Facility, shall be up to the amount of remaining undrawn availability under the Aggregate Commitments (as defined in the Existing AgWest Credit Agreement)) on the date of the consummation of the Acquisition (the “Closing Date”), are subject solely to the conditions set forth in Exhibit C hereto and, upon satisfaction (or waiver by all Commitment Parties) of such conditions and subject to the Limited Conditionality Provision (as defined below), the funding of the applicable Credit Facilities shall occur.

Notwithstanding anything in this Commitment Letter, the Fee Letter (as defined below), the Loan Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (a) the only representations the accuracy of which shall be a condition to the effectiveness of the Credit Facilities and the availability of the applicable Credit Facilities on the Closing Date shall be (i) the representations and warranties made by the Seller with respect to the Seller, the Transferred Assets or the Transferred Business (as defined in the Acquisition Agreement) in the Acquisition Agreement, but only to the extent that you (or your subsidiaries) have the right to terminate your (or such subsidiaries’) obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of any such representation or warranty in the Acquisition Agreement (to such extent, the “Specified Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined

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below) in the Loan Documentation and (b) the terms of the Loan Documentation shall be in a form such that they do not impair the availability of the applicable Credit Facilities on the Closing Date if the conditions set forth in Exhibit C hereto are satisfied (provided, that, to the extent any lien search, guaranty, any Security (as defined in the Senior Credit Facilities Term Sheet) or the perfection of the security interest in any Security is not or cannot be provided and/or perfected on the Closing Date (other than (x) the perfection of security interests in such Security with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code and (y) the delivery of stock or membership certificates, if any, evidencing the Capital Stock (as defined in the Existing AgWest Credit Agreement)) required to be pledged pursuant to the Guarantee and Collateral Agreement (as defined in the Existing AgWest Credit Agreement) of any subsidiaries formed or acquired in connection with the Acquisition and undated stock or transfer powers duly executed in blank, in each case to the extent such Capital Stock is certificated) is not able to be provided on the date of the consummation of the Acquisition after the Borrower’s use of commercially reasonable efforts to do so, then the provision of such lien search, guaranty or Security or the creation or the perfection of such security interest in such Security will not constitute a condition precedent to the availability of the applicable Credit Facilities on such date, but such perfection shall be required by the date that is sixty (60) days following such date of consummation (or such later date as the Administrative Agent shall approve in its sole discretion). For purposes hereof, “Specified Representations” means the representations and warranties of the Loan Parties (as defined in the Senior Credit Facilities Term Sheet) set forth in the Loan Documentation relating to: corporate or other organizational existence of the Loan Parties; power and authority; due authorization, execution, delivery and performance of, and enforceability against the Loan Parties of, the applicable Loan Documentation; execution, delivery and performance of the applicable Loan Documentation not conflicting with organizational documents of the Loan Parties; execution, delivery and performance of the applicable Loan Documentation not violating in any material respect any law; solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis; federal reserve margin regulations; the Investment Company Act; use of proceeds of the Senior Credit Facilities or the ABL Facility, as applicable, not in violation of anti-terrorism laws, anti-corruption laws, and sanctions; and subject to the provisions of this paragraph, creation, validity, perfection and first priority (subject to liens permitted by the applicable Loan Documentation, including the Intercreditor Agreement (as defined in the Senior Credit Facilities Term Sheet)) of security interests in the Security (as defined in each Term Sheet). This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provision”.

The Lead Arrangers reserve the right, prior to or after the Closing Date, to syndicate all or a portion of the Commitment Parties’ commitments hereunder to (a) in the case of the Farm Credit Facilities, via the sale of participations, a syndicate of Farm Credit System financial institutions and other entities arranged by the Farm Credit Facilities Lead Arranger, all of whom shall, except as provided under “Assignments and Participations” in the Senior Credit Facilities Term Sheet (I) be banks or credit associations that are members of the Farm Credit System, (II) be acceptable to the Borrower (such consent not to be unreasonably withheld or delayed) and the Farm Credit Facilities Lead Arranger and (III) not be Disqualified Lenders (to be defined substantially the same as in the Existing AgWest Credit Agreement) (together with AgWest and CoBank, the lenders and voting participants under the Farm Credit Facilities, the “Farm Credit Bank Group”) and (b) in the case of the Commercial Bank Term Loan Facility and the ABL Facility, a group of banks, financial institutions and institutional lenders arranged by the Commercial Bank Lead Arranger, all of whom shall, except as provided under “Assignments and Participations” in the Senior Credit Facilities Term Sheet (or, in the case of the Existing ABL Credit Facility, except as provided pursuant the Existing ABL Agreement) (i) be acceptable to the Borrower (such consent not to be

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unreasonably withheld or delayed) and the Lead Arrangers and (ii) not be Disqualified Lenders (the lenders under the Commercial Bank Term Loan Facility, the “Commercial Bank Lenders”, the lenders under the ABL Facility, the “ABL Lenders” and, together with the Farm Credit Bank Group and the Commercial Bank Lenders, the “Lenders”); provided, that, notwithstanding the Lead Arrangers’ right to syndicate the Senior Credit Facilities and the ABL Facility and receive commitments with respect thereto, (i) no Commitment Party shall be relieved, released or novated from its obligations as a Commitment Party hereunder in connection with any syndication, assignment or participation of the Credit Facilities, including its commitments in respect thereof, until the funding of the applicable Credit Facilities on the Closing Date, (ii) no assignment or novation shall become effective as between you and us with respect to all or any portion of any Commitment Party’s commitments hereunder until the funding of the applicable Credit Facilities on the Closing Date, and (iii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments, including, to the extent applicable, all rights with respect to consents, modifications, supplements, waivers and amendments, until the funding of the applicable Credit Facilities. Notwithstanding anything to the contrary contained in the Commitment Letter or the Fee Letter, the commencement of the syndication shall not constitute a condition to the initial funding or availability of any of the Credit Facilities on the Closing Date. You agree to actively assist, and to use your commercially reasonable efforts to cause the Seller to assist (subject to the terms of the Acquisition Agreement), the Lead Arrangers in achieving a syndication of the applicable Credit Facilities that is satisfactory to each Lead Arranger and you. Such assistance shall include your: (a) providing, and causing your advisors to provide, the Commitment Parties and the other Lenders and Voting Participants (as defined in the Senior Credit Facilities Term Sheet), upon request, with all information reasonably deemed necessary by the Commitment Parties to complete syndication, including, but not limited to, information and evaluations prepared by you and your advisors and your using commercially reasonable efforts to provide (subject to the terms of the Acquisition Agreement) such information prepared by, the Seller and its advisors, or on your or its behalf, relating to the Transactions (including the Projections (as defined below), the “Information”); (b) upon the request of the Lead Arrangers, assisting in the preparation of a confidential information memorandum or lenders’ presentation and other reasonably necessary materials to be used in connection with the syndication of the applicable Credit Facilities (collectively with the Term Sheets, the “Information Materials”); (c) using your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit from your existing banking relationships and using your commercially reasonable efforts to cause the Seller to ensure that the Lead Arrangers’ syndication efforts benefit from their existing banking relationships, if so requested by the Lead Arrangers; and (d) otherwise assisting the Commitment Parties in their syndication efforts, including by making your officers and advisors, and using your commercially reasonable efforts to cause the officers and advisors of the Seller, available from time to time to attend and make presentations regarding the business and prospects of the Borrower, the Seller and their respective subsidiaries, as appropriate, at one (1) or more meetings of prospective Lenders and Voting Participants. It is understood and agreed that the applicable Lead Arranger for the respective Credit Facilities will manage and control all aspects of the syndication in consultation with you (and, as specified herein, with your consent), including decisions as to the selection of prospective Lenders and Voting Participants and any titles offered to proposed Lenders and Voting Participants, when commitments will be accepted, and the final allocations of the commitments among the Lenders and Voting Participants. It is understood that no Lender or Voting Participant participating in the Credit Facilities will receive compensation from you in order to obtain its commitment, except on the terms contained herein, in the Term Sheets and in the Fee Letter.

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You represent and warrant (with respect to the Seller and its subsidiaries and businesses, to your knowledge; it being understood and agreed that such representation and warranty is only made to the best your knowledge in the case of any industry or general economic information) that (a) all written information (other than financial projections, estimates, forecasts and other forward looking or projected information and information of a general economic or industry specific nature, collectively, the “Projections”) that you or your representatives have provided or will provide to us in connection with the transactions contemplated hereby, when taken as a whole after giving effect to all supplements and updates provided thereto, was on the date furnished, does, or when provided will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which they are made, and (b) the Projections that have been or will be so provided in connection with the transactions contemplated hereby have been or will be prepared in good faith based on assumptions believed by you to be reasonable at the time furnished to us (it being understood by us that the Projections and assumptions as to future results are not to be viewed as facts, are inherently subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized, that actual results during the period or periods covered by any such Projections may differ from the projected results and such differences may be material). You agree that if, at any time prior to the Closing Date, you become aware that any of the representations in the preceding sentence would be incorrect if such information or Projections were furnished at such time and such representations were remade, in any material respect, then you will (and with respect to the Seller and its subsidiaries and businesses, will use commercially reasonable efforts to) promptly supplement such affected information and the Projections so that such representations when remade would be correct, in all material respects, under those circumstances.

You acknowledge that the Lead Arrangers and/or the Commitment Parties on your behalf will make available Information Materials to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks, SyndTrak or another similar electronic system. In connection with the syndication of the Credit Facilities, unless the parties hereto otherwise agree in writing, you shall be under no obligation to provide Information Materials suitable for distribution to any prospective Lender that has personnel who do not wish to receive material non-public information (within the meaning of the United States federal securities laws) with respect to the Borrower or its affiliates, or the respective securities of any of the foregoing. You agree, however, that the Lead Arrangers and/or the Commitment Parties, on your behalf, may distribute the following documents to all prospective Lenders, (a) administrative materials for prospective Lenders, such as lender meeting invitations and funding and closing memoranda, (b) notifications of changes to the Credit Facilities’ terms, and (c) other materials intended for prospective Lenders after the initial distribution of the Information Materials, including drafts and final versions of the Loan Documentation. Prior to distribution of Information Materials to prospective Lenders, you shall provide us with a customary authorization letter authorizing the dissemination thereof, which such letter exculpate you, the Seller and us with respect to any liability related to the unauthorized use or misuse of the contents of the Information Materials or related marketing materials by the recipients thereto.

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By executing this Commitment Letter, you agree to reimburse the Commitment Parties and the Lead Arrangers from time to time on demand for all reasonable and documented out-of-pocket fees and expenses (including, but not limited to, (a) the documented and reasonable fees, disbursements and other charges of Moore & Van Allen PLLC, as counsel to the Administrative Agent (and, in the case of the ABL Facility, Moore & Van Allen PLLC or another law firm acceptable to Rabobank in consultation with the Borrower), and of a single local counsel to the Lenders in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and (b) due diligence expenses) incurred in connection with the Credit Facilities, the syndication thereof, the preparation of the definitive documentation therefor and the other transactions contemplated hereby.

You agree to indemnify and hold harmless the Commitment Parties, the Lead Arrangers, each Lender and each of their affiliates and their respective partners, officers, directors, employees, agents, trustees, administrators, managers, advisors and representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the Transactions or any other transactions contemplated by this Commitment Letter or the Fee Letter, (b) any other matters contemplated by this Commitment Letter or the Fee Letter or the Transactions or (c) the Credit Facilities and any other financings, or any use made or proposed to be made with the proceeds thereof, except to the extent (i) such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or material breach of its obligations hereunder, or (ii) arising from any dispute solely among Indemnified Parties that does not involve an act or omission by you or any of your affiliates (and, in any event, other than any claims against the Administrative Agent or a Lead Arranger in its capacity or in fulfilling its role as an Administrative Agent or arranger or any similar role under the Credit Facilities and other than any claims arising out of any act or omission on the part of you or your subsidiaries). In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the Transactions are consummated. Neither you, any Commitment Party nor any other Indemnified Party shall be responsible or liable to any other party hereto nor any other person for consequential, indirect, punitive, or exemplary damages which may be alleged as a result of this Commitment Letter or the transactions contemplated hereby. The Commitment Parties and any other Indemnified Parties shall only be liable to you to the extent of any direct damages that are determined by a final judgment of a court of competent jurisdiction to be attributable solely to the gross negligence or willful misconduct of such Indemnified Party. The provisions of this paragraph shall be in addition to any rights that you, any Commitment Party or any other Indemnified Party may have at common law or otherwise, including any right of contribution. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the bad faith, gross negligence or willful misconduct of an Indemnified Party or a material breach of the obligations of such Indemnified Party under this Commitment Letter, the Fee Letter or the Loan Documentation as determined by a court of competent jurisdiction in a final judgment.

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This Commitment Letter, the joint fee letter among you and each Commitment Party of even date herewith (the “Fee Letter”) and the contents hereof and thereof are confidential and, neither this Commitment Letter, the Fee Letter nor their respective contents will be disclosed publicly or privately except (a) to you and your officers, directors, employees, affiliates, members, partners, attorneys, accountants, agents and advisors, in each case on a confidential basis and (b) in any legal, judicial or administrative proceeding or other compulsory process or as otherwise required by applicable law or regulations (in which case you agree to use commercially reasonable efforts to promptly notify the Commitment Parties to the extent not prohibited by law); provided, however, it is understood and agreed that (i) you may disclose this Commitment Letter (including the Term Sheets) but not the Fee Letter nor the contents thereof (except as provided below) after your acceptance of this Commitment Letter and the Fee Letter, (A) in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges, (B) to rating agencies on a confidential basis and (C) to your lenders, agents and arrangers under the Existing ABL Agreement; (ii) after your acceptance of this Commitment Letter and the Fee Letter, you may disclose the aggregate fees payable under the Fee Letter (but not the Fee Letter or the contents thereof) in generic disclosure of aggregate sources and uses contained in any marketing materials relating to the Credit Facilities; (iii) the aggregate fees and other amounts herein and in the Fee Letter (but not the Fee Letter or the contents thereof) may be reflected in your financial statements as part of the aggregate expenses in connection with the transactions contemplated hereby and may otherwise be disclosed as part of projections, pro forma information and a generic disclosure of aggregate sources and uses, (iv) you may disclose the Commitment Letter and the Fee Letter in connection with the exercise of remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, the Fee Letter, or the transactions contemplated hereby or thereby or enforcement hereof and thereof and (v) to the extent redacted in a manner reasonably agreed by us, you may disclose the Fee Letter and the contents thereof to the Seller, its subsidiaries and their respective officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders on a confidential and need-to-know basis. The foregoing provisions of this paragraph shall terminate (as it relates to the Commitment Letter but not as it relates to the Fee Letter) on the two-year anniversary of the date hereof. The Commitment Parties and the Lead Arrangers hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of them is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow the Commitment Parties or the Lead Arrangers, as applicable, to identify you in accordance with the Act.

Each Commitment Party shall use all nonpublic and other confidential information received by it in connection with the Credit Facilities and the transactions contemplated hereby (“Confidential Information”) solely for the purposes of providing the services that are the subject of this Commitment Letter and otherwise in connection with the transactions contemplated hereby and shall treat confidentially all such information; provided, however, that, nothing herein shall prevent any Commitment Party from disclosing any Confidential Information (a) to any Lenders or participants or prospective Lenders or participants, subject to the proviso below, (b) in any legal, judicial or administrative proceeding or other compulsory process or as required by applicable law or regulations (in which case such Commitment Party shall use commercially reasonable efforts to promptly notify you, in advance, to the extent not prohibited by law), (c) upon the request or demand of any regulatory authority or self-regulatory organization having jurisdiction or oversight over such Commitment Party or its affiliates (in which case such Commitment Party shall use commercially reasonable efforts to promptly notify you, in advance, to the extent permitted by law, except in connection with any request as part of a regulatory or bank examination or an inquiry by a self-regulatory body in the ordinary course), (d) to the employees, legal counsel, independent auditors, professionals and other experts or agents of such Commitment Party (collectively, “Representatives”) who need to know such information and who are informed of the confidential nature of such information and

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are or have been advised of their obligation to keep information of this type confidential (provided that each Commitment Party shall be responsible for its Representative’s compliance with this paragraph), (e) to any of its respective affiliates (provided that any such affiliate is advised of its obligation to retain such information as confidential, and the applicable Commitment Party shall be responsible for its affiliates’ compliance with this paragraph) solely in connection with the Credit Facilities and any related transactions, (f) to the extent any such information becomes publicly available other than by reason of disclosure by a Commitment Party or their respective affiliates or Representatives in violation of this Commitment Letter and (g) pursuant to customary disclosure about the terms of the applicable financings contemplated hereby in the ordinary course of business to market data collectors and similar service providers to the loan industry for league table purposes; provided, that, the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants (or its advisors) referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant (or its advisors) that such information is being disseminated on a confidential basis in accordance with the standard syndication processes of the applicable Commitment Party or customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of the recipient to access such information on terms that have been approved by and are reasonably acceptable to you. Each Commitment Party’s obligations under this paragraph will automatically terminate and be superseded by the confidentiality provisions in the applicable Loan Documentation upon the execution and delivery thereof and in any event will automatically terminate two years following the date of this Commitment Letter.

You acknowledge that the Commitment Parties and the Lead Arrangers or their affiliates may be providing financing or other services to parties whose interests may conflict with yours. The Commitment Parties and the Lead Arrangers agree that they will not furnish confidential information obtained from you to any of their other customers and that they will treat confidential information relating to you and your affiliates with the same degree of care as they treat their own confidential information. The Commitment Parties and the Lead Arrangers further advise you that they will not make available to you confidential information that they have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that the Commitment Parties and the Lead Arrangers are permitted to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you or any of your affiliates that is or may come into the possession of the Commitment Parties, the Lead Arrangers or any of such affiliates, whether related to the Existing AgWest Credit Agreement, the Existing ABL Agreement, or otherwise. The Borrower acknowledges that AgWest currently is acting as administrative agent and a lender under the Existing AgWest Credit Agreement, and the Borrower’s and its affiliates’ rights and obligations under any other agreement with the Lead Arrangers or any of its affiliates (including the Existing AgWest Credit Agreement) that currently or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this Commitment Letter, and none of such rights and obligations under such other agreements shall be affected by the Lead Arrangers’ performance or lack of performance of services hereunder. The Borrower hereby agrees that the Lead Arrangers may render their respective services under this Commitment Letter notwithstanding any actual or potential conflict of interest presented by the foregoing, and the Borrower hereby waives any conflict of interest claims relating to the relationship between the Lead Arrangers and the Borrower and its affiliates in connection with the engagement contemplated hereby, on the one hand, and the exercise by the Lead Arrangers or any of their affiliates of any of their rights and duties under any credit or other agreement (including the Existing AgWest Credit Agreement), on the other hand.

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In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (a) (i) the arranging and other services described herein regarding the Credit Facilities are arm’s-length commercial transactions between you and your affiliates, on the one hand, and the Commitment Parties and the Lead Arrangers, on the other hand, (ii) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby; (b) (i) each Commitment Party and each Lead Arranger has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (ii) no Commitment Party nor any Lead Arranger has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein; and (c) the Commitment Parties and the Lead Arrangers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Commitment Parties and the Lead Arrangers have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Commitment Parties or the Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.

The provisions of the immediately preceding six paragraphs and of the paragraph below addressing choice of law and waiver of jury trial shall remain in full force and effect regardless of whether any definitive documentation for the Credit Facilities shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of the Commitment Parties or the Lead Arrangers hereunder; provided, however, that your obligations under this Commitment Letter (other than your obligations with respect to confidentiality) shall automatically terminate and be superseded, to the extent comparable, by the provisions of the applicable Loan Documentation upon the Closing Date, and you shall automatically be released from all liability in connection therewith at such time (for the avoidance of doubt, not including liabilities under comparable provisions in the applicable Loan Documentation).

This Commitment Letter and the Fee Letter may be in the form of an electronic record (in “.pdf” form or otherwise) and may be executed using electronic signatures, which shall be considered as originals and shall have the same legal effect, validity and enforceability as a paper record. This Commitment Letter and the Fee Letter may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts shall be one and the same Commitment Letter or Fee Letter, as applicable. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Commitment Parties and/or the Lead Arrangers of a manually signed Commitment Letter and/or Fee Letter which has been converted into electronic form (such as scanned into “.pdf” format), or an electronically signed Commitment Letter and/or Fee Letter converted into another format, for transmission, delivery and/or retention.

This Commitment Letter (including the Term Sheets) and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York; provided, that, (a) the interpretation of the definition of “Material Adverse Effect” (as defined in the Acquisition Agreement as in effect on the date hereof) and whether or not a “Material Adverse Effect” has occurred, (b) the accuracy of any of the Specified Acquisition Agreement Representations and whether as a result of any inaccuracy thereof you (or your subsidiaries) have the right to terminate your (or such subsidiaries’) obligations under the Acquisition

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Agreement or decline to consummate the Acquisition as a result of a breach of any such representation or warranty in the Acquisition Agreement and (c) whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, in each case, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. Each of you, the Commitment Parties and the Lead Arrangers hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter (including the Term Sheets), the Fee Letter, the transactions contemplated hereby and thereby or the actions of the Commitment Parties and the Lead Arrangers in the negotiation, performance or enforcement hereof. Each of the Commitment Parties, the Lead Arrangers and you hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter (including the Term Sheets), the Fee Letter and the transactions contemplated hereby and thereby and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. Nothing in this Commitment Letter, the Term Sheets or the Fee Letter shall affect any right that the Commitment Parties, the Lead Arrangers or any affiliate thereof may otherwise have to bring any claim, action or proceeding relating to this Commitment Letter (including the Term Sheets), the Fee Letter and/or the transactions contemplated hereby and thereby in any court of competent jurisdiction to the extent necessary or required as a matter of law to assert such claim, action or proceeding against any assets of the Borrower or any of its subsidiaries or enforce any judgment arising out of any such claim, action or proceeding. Each of the Commitment Parties, the Lead Arrangers and you agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process against you for any suit, action or proceeding relating to any such dispute. Each of the Commitment Parties, the Lead Arrangers and you waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedings brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon judgment.

Each of the parties hereto agrees that this Commitment Letter and the Fee Letter is a binding and enforceable agreement with respect to the subject matter contained herein and therein, including an agreement to negotiate in good faith the Loan Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the funding of the applicable Credit Facilities and the commitments provided hereunder are subject solely to the conditions set forth in Exhibit C hereto and, upon satisfaction (or waiver by all Commitment Parties) of such conditions and subject to the Limited Conditionality Provision, the funding of the applicable Credit Facilities shall occur.

This Commitment Letter (including the Term Sheets) and the Fee Letter embody the entire agreement and understanding among the Commitment Parties, the Lead Arrangers, you and your affiliates with respect to the Credit Facilities and supersede all prior agreements and understandings relating to the specific matters hereof and thereof. No party has been authorized by the Commitment Parties or the Lead Arrangers to make any oral or written statements that are inconsistent with this Commitment Letter. This Commitment Letter is not assignable by any party hereto, other than by any Commitment Party, to any affiliate of such Commitment Party or in connection with the syndication provisions above (it being understood that, except as expressly provided above, no Commitment Party shall be relieved, released or novated from its

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obligations hereunder (including its obligation to ensure funding of the applicable Credit Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Credit Facilities, including its commitments in respect thereof, until after the initial funding under the applicable Credit Facilities on the Closing Date has occurred), in each case, without the prior written consent of each other party hereto (such consent not to be unreasonably withheld or delayed) (and any attempted assignment without such consent shall be null and void) and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

This Commitment Letter and all commitments and undertakings of the Commitment Parties and the Lead Arrangers hereunder will expire at 5:00 p.m. (Eastern time) on February 20, 2024 unless you execute this Commitment Letter and the Fee Letter and return them to us prior to that time (which may be by fax transmission or other electronic mail transmission), whereupon this Commitment Letter (including the Term Sheets) and the Fee Letter (each of which may be signed in one or more counterparts) shall become binding agreements. Thereafter, all commitments and undertakings of the Commitment Parties and the Lead Arrangers hereunder (except to the extent that any provisions expressly survive termination of this Commitment Letter) will expire on the earlier of (a) February 27, 2025, (b) the termination or expiration of the Acquisition Agreement prior to consummation of the Acquisition and (c) the consummation of the Acquisition with or without the use of the Credit Facilities.

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If the foregoing is in accordance with your understanding, please sign and return this letter agreement to us.

COMMITMENT LETTER

PROJECT FIVE

COMMITMENT LETTER

PROJECT FIVE

COMMITMENT LETTER

PROJECT FIVE

COMMITMENT LETTER

PROJECT FIVE

Exhibit A

Clearwater Paper Corporation

Summary of Terms and Conditions

Set forth below is a summary of the principal terms and conditions for the Senior Credit Facilities. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Commitment Letter to which this Exhibit A is attached (including the Annexes, Exhibits or Schedules hereto or thereto).

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SCHEDULE 1 TO SUMMARY OF

TERMS AND CONDITIONS

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Exhibit B

Clearwater Paper Corporation

Summary of Terms and Conditions

Set forth below is a summary of the principal terms and conditions for the New ABL Facility. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Commitment Letter to which this Exhibit B is attached (including the Annexes, Exhibits or Schedules hereto or thereto).

1. PARTIES

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Annex I

PRICING GRID

Defined terms not defined herein as defined in the Existing ABL Agreement.

Exhibit C

Clearwater Paper Corporation

Summary of Conditions

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Commitment Letter to which this Exhibit C is attached (including the Annexes, Exhibits or Schedules hereto or thereto).

The initial borrowings under the applicable Credit Facilities (which, for the avoidance of doubt, in the case of the ABL Facility, shall be up to the amount of remaining undrawn availability under the Line Cap (as defined in the Existing ABL Facility and as evidenced by the borrowing base certificate delivered pursuant to clause (d) of paragraph 6 set forth in this Exhibit C) and, in the case of the Term Revolver Facility, shall be up to the amount of remaining undrawn availability under the Aggregate Commitments (as defined in the Existing AgWest Credit Agreement)) on the Closing Date shall be subject solely to the following conditions:

1. Since the date hereof, there shall not have been a Material Adverse Effect (as defined in the Acquisition Agreement as in effect on the date hereof).

2. The Acquisition shall have been consummated, or substantially concurrently with the initial funding of the applicable Credit Facilities on the Closing Date, shall be consummated, in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any modifications or amendments thereto or consents or waivers thereto by the Borrower or any of its subsidiaries that are material and adverse to the Lenders (in their respective capacities as such) or the Lead Arrangers without the prior consent of the Commitment Parties holding a majority of the aggregate commitments under the Commitment Letter (such consent not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (a) any decrease in the purchase price in connection with the Acquisition of less than 10% shall not in and of itself be deemed to be material and adverse to the interests of the Lenders or the Lead Arrangers so long as such decrease, to the extent it decreases the maximum cash consideration, is allocated to reduce the amount of the Term Loan Facilities on a dollar-for-dollar basis, (b)(i) any increase in the purchase price in connection with the Acquisition equal to or greater than 10% of the purchase price shall be deemed to be materially adverse to the interests of the Lenders and the Lead Arrangers and (ii) any increase in the purchase price of less than 10% of the purchase price shall be deemed to be materially adverse to the interests of the Lenders and the Lead Arrangers unless funded with equity proceeds or cash on hand or in the form of equity and (c) any change to the definition of “Material Adverse Effect” shall be deemed to be material and adverse to the interests of the Lenders and the Lead Arrangers.

3. All representations and warranties in the applicable Loan Documentation shall be made as of the Closing Date; provided, that, only the accuracy in all material respects (or in all respects if already qualified by materiality) of the Specified Representations shall be a condition to funding of the applicable Credit Facilities on the Closing Date, in all cases, subject to the Limited Conditionality Provision.

4. The Specified Acquisition Agreement Representations shall be true and correct in all material respects (or in all respects if already qualified by materiality) on the Closing Date, in all cases, subject to the Limited Conditionality Provision.

5. The Commitment Parties shall have received (a) audited consolidated balance sheets of the Borrower and its subsidiaries and the related consolidated statements of income and cash flows, setting forth in comparative form consolidated figures for the preceding fiscal year, for the three (3) most recently completed fiscal years ended at least 90 days prior to the Closing Date and (b) an unaudited pro forma balance sheet and a related statement of income and cash flows of the Borrower and its subsidiaries as of the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or if such period includes the end of the Borrower’s fiscal year, at least 90 days prior to the Closing Date) for which financial statements of Borrower and its subsidiaries are available and provided pursuant to clause (a) above, prepared after giving effect to the Transactions on a pro forma basis (the financial statements and reports required to be delivered pursuant to this Paragraph 5 being referred to herein as the “Required Financial Statements”); provided, that, as the date hereof, the Lead Arrangers confirm that the Required Financial Statements set forth in clause (a) above for the Borrower’s fiscal years ended December 31, 2021 and December 31, 2022 have been delivered; provided further that Borrower shall be deemed to have satisfied the requirement set forth in clause (a) above to the extent that any such financial statements have been filed and are publicly available electronically at www.sec.gov (or a successor web site thereto).

6. Each Loan Party shall have executed and delivered to the Administrative Agent the applicable Loan Documentation to which they are parties, and the Commitment Parties shall have received, in each case subject to the Limited Conditionality Provision, (a) customary borrowing requests with respect to the borrowings to be made under the applicable Credit Facilities on the Closing Date, (b) customary closing certificates (solely with respect to the satisfaction of the non-documentary closing conditions specified in paragraphs 1 through 5 set forth in this Exhibit C) and customary legal opinions, (c) customary organizational and governing documents, evidence of authority and good standing (or equivalent) certificates for each Loan Party in such Loan Party’s jurisdiction of organization, (d) a Borrowing Base Certificate (as defined in the Existing ABL Credit Agreement) giving pro forma effect to the Transactions and (e) a solvency certificate from the Borrower’s chief financial officer certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent, in form substantially consistent with the solvency certificate delivered under Section 4.1(f)(iii) of the Existing AgWest Credit Agreement.

7. The Administrative Agent shall have received, subject in all respects to the Limited Conditionality Provision, all documents and instruments required to create and perfect the Administrative Agent’s security interest in the Collateral, including, for the avoidance of doubt, all such documents and instruments for creating and perfecting the Administrative Agent’s security interest in the personal property assets (including capital stock) of any newly-formed or acquired subsidiary, and all such documents and instruments shall have been executed and delivered by the relevant Loan Parties and, if applicable, be in proper form for filing (or reasonably satisfactory arrangements shall have been mutually agreed upon for the execution, delivery and filing of such documents and instruments substantially concurrently with the consummation of the Acquisition).

8. The Lenders shall have received in form and substance satisfactory to each Lender: (a) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, to the extent requested at least ten (10) days prior to the Closing Date; and (b) to the extent that the Borrower qualifies as a “legal entity customer under 31 C.F.R. §–1010.230 (the “Beneficial Ownership Regulation”), a certification regarding beneficial ownership required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”).

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9. All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable and invoiced out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), upon the initial borrowings under the applicable Credit Facilities, shall have been paid (which amounts may be offset against the proceeds of the applicable Credit Facilities).

10. The Borrower shall have entered into a customary waiver of borrower rights with respect to the statutory rights of borrowers who borrow from Farm Credit System institutions, in substantially the form of the waiver of borrower rights delivered by the Borrower to AgWest on October 31, 2016.

11. The Borrower shall have, upon request by the Lead Arrangers, caused the Closing Date and the initial funding of the applicable Credit Facilities not to occur prior to completion of a period of 45 calendar days after the date hereof (or such shorter period as may be reasonably agreed by the Lead Arrangers); it being understood that such period of 45 calendar days (or such shorter period) shall in any case be deemed to have commenced as of the date of the Acquisition Agreement.

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