CONSENT TO FORUM; WAIVER OF JURY TRIAL.143
10.17
USA Patriot Act.144
10.18
Nature of Foreign Borrower Obligations.145
10.19
Pledge of Foreign Loan Party Loans.145
10.20
Acknowledgment and Consent to Bail-In of EEA Financial Institutions.146
10.21
Certain ERISA Matters.147
10.22
No Advisory or Fiduciary Responsibility.148
(vii)
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-PRICING GRID
SCHEDULE 1.1(B)
-COMMITMENTS OF LENDERS 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)
SCHEDULE 10.11.4
-VOTING PARTICIPANTS
EXHIBITS
EXHIBIT 1.1(A)
-ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)
-BORROWER JOINDER
EXHIBIT 1.1(C)
-QUALIFYING LENDER CONFIRMATIONS
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 1.1(T)
-TERM LOAN NOTE
EXHIBIT 2.4
-LOAN REQUEST
EXHIBIT 4.7.7
-U.S. TAX COMPLIANCE CERTIFICATES (A-D)
EXHIBIT 7.2.6
-ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 7.3.3
-QUARTERLY COMPLIANCE CERTIFICATE
(viii)
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of February 8,
2019, 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 administrative
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, JPMORGAN CHASE BANK,
N.A. and HSBC SECURITIES (USA) INC., as joint lead arrangers, JPMORGAN CHASE
BANK, N.A. and HSBC BANK USA, N.A., as co-syndication agents, and COBANK, ACB,
BANK OF AMERICA, N.A., MANUFACTURERS AND TRADERS TRUST COMPANY and CITIZENS
BANK, N.A., as co-documentation agents.
WITNESSETH:
WHEREAS, the Borrowers have requested the Lenders to provide (i) a revolving
credit facility to the Borrowers available in Dollars or Optional Currencies in
an aggregate principal Dollar Equivalent amount not to exceed $400,000,000.00
and (ii) a €220,000,000.00 term loan facility; and
WHEREAS, proceeds of the credit facilities shall be used to (1) refinance
existing Indebtedness incurred under the Prior Senior Credit Facility (as
hereinafter defined) and the 2012 Senior Notes (as hereinafter defined), and
(2) fund ongoing working capital, capital expenditures and general corporate
purposes, including Permitted Acquisitions (as hereinafter defined); and
WHEREAS, the Lenders are willing to provide such credit upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
covenant and agree as follows:
1.CERTAIN DEFINITIONS
1.1
Certain Definitions.
In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context hereof