Indemnification of the Administrative Agent by the Borrowers
112
10.3.3
Reimbursement and Indemnification of Lenders by the Borrowers
113
10.3.4
Reimbursement by Lenders
113
10.3.5
Payments
114
10.4
Holidays
114
10.5
Funding by Branch, Subsidiary or
Affiliate
114
10.5.1
Notional Funding
114
10.5.2
Actual Funding
114
10.6
Notices; Lending Offices
115
10.7
Severability
116
10.8
Governing Law.
116
10.9
Prior
Understanding
116
10.10
Duration; Survival
116
10.11
Successors and Assigns
117
10.11.1
Successors and Assigns
Generally
117
10.11.2
Assignments by Lenders
117
10.11.3
Register
119
10.11.4
Participations
119
10.11.5
Certain Pledges; Successors and Assigns Generally
120
10.12
Confidentiality
120
10.12.1
General
120
10.12.2
Sharing Information With Affiliates of the Lenders
121
10.13
Counterparts
121
10.14
Administrative Agent's or Lender's Consent
121
10.15
Exceptions
122
10.16
CONSENT TO FORUM; WAIVER OF
JURY TRIAL
122
10.17
USA Patriot Act
122
10.18
Nature of
Foreign Borrower Obligations
123
10.19
Pledge of Foreign Loan Party
Loans
123
- vii -
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF BANKS AND
ADDRESSES FOR NOTICES
SCHEDULE 1.1(E)
-
EXISTING LETTERS OF CREDIT
SCHEDULE 1.1(M)
-
MATERIAL SUBSIDIARIES
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 5.1.1
-
DOMESTIC QUALIFICATIONS TO DO BUSINESS
SCHEDULE 5.1.2
-
SUBSIDIARIES
SCHEDULE 5.1.6
-
LITIGATION
SCHEDULE 5.1.12
-
CONSENTS AND APPROVALS
SCHEDULE 5.1.14
-
PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 7.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 7.2.4
-
EXISTING INVESTMENTS (NON-SUBSIDIARY INVESTMENTS)
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)
-
BORROWER JOINDER
EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(R)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)
-
SWING LOAN NOTE
EXHIBIT 2.4
-
LOAN REQUEST
EXHIBIT 6.1.4
-
OPINION OF COUNSEL
EXHIBIT 7.2.6
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 7.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
- viii -
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 21, 2011, and
is made by and among P.H. GLATFELTER COMPANY, a Pennsylvania corporation ( the
"Company") and certain of its subsidiaries identified on the signature pages
hereto (each a "Borrower" and collectively, the "Borrowers"), each of the
GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), PNC
BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders under this
Agreement (hereinafter referred to in such capacity as the "Administrative
Agent"), and, for the limited purpose of public identification in trade tables,
PNC CAPITAL MARKETS LLC, J.P. MORGAN SECURITIES LLC and RBS CITIZENS, N.A., as
joint lead arrangers and joint bookrunners, JPMORGAN CHASE BANK, N.A. and
CITIZENS BANK OF PENNSYLVANIA, as co-syndication agents, and COBANK, ACB,
MANUFACTURERS AND TRADERS TRUST COMPANY and HSBC BANK USA, N.A., as
co-documentation agents.
WITNESSETH:
WHEREAS, the Borrowers have requested the Lenders to provide a revolving credit
facility to the Borrowers in an aggregate principal amount not to exceed
$[325-350],000,000; and
WHEREAS, proceeds of the revolving credit facility shall be used for
(1) refinancing existing Indebtedness, and (2) general corporate purposes; and
WHEREAS, the Lenders are willing to provide