Administrative Agent's Fee.
109
9.12
No Reliance on Administrative Agent's Customer Identification Program.
109
10.
MISCELLANEOUS
109
10.1
Modifications, Amendments or Waivers.
109
10.1.1
Increase of Commitment.
109
10.1.2
Extension of Payment; Reduction of Principal Interest or Fees.
109
10.1.3
Release a Guarantor or Pledged Loans.
110
10.1.4
Miscellaneous.
110
10.2
No Implied Waivers; Cumulative Remedies; Writing Required.
110
10.3
Expenses; Indemnity; Damage Waiver.
111
10.3.1
Costs and Expenses of the Administrative Agent.
111
10.3.2
Indemnification of the Administrative Agent by the Borrowers.
111
10.3.3
Reimbursement and Indemnification of Lenders by the Borrowers.
112
10.3.4
Reimbursement by Lenders.
113
10.3.5
Waiver of Consequential Damages, Etc.
113
10.3.6
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
(vi)
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.
118
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.
121
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 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)
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 4.7.7 - U.S. TAX COMPLIANCE
CERTIFICATES (A-D) EXHIBIT 6.1.4 - OPINION OF COUNSEL EXHIBIT 7.2.6 -
ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE
CERTIFICATE
(viii)
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of March 12, 2015,
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, J.P. MORGAN SECURITIES LLC and HSBC
BANK USA,