Exhibit 10.1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE A SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment"), dated as of February 1, 2017, by and among P.H. GLATFELTER
COMPANY, a Pennsylvania corporation (the "Company"), the LENDERS (as defined
under the Credit Agreement) party thereto, and PNC BANK, NATIONAL ASSOCIATION,
in its capacity as administrative agent for the Lenders (in such capacity, the
"Administrative Agent").
WITNESSETH:
WHEREAS, the parties hereto are parties to that certain Second Amended and
Restated Credit Agreement, dated as of March 12, 2015 (as amended or modified
prior to the date hereof, the "Credit Agreement"; defined terms used herein
unless otherwise amended or defined herein shall have the meanings ascribed to
them in the Credit Agreement as amended by this Amendment); and
WHEREAS, the Company (on behalf of itself and the other Loan Parties) has
requested to, among other things, amend the Credit Agreement to (1) permit
certain add backs to Consolidated EBITDA and (2) increase the amount contained
in the definition of Permitted EBITDA Add Back, all as hereinafter set forth;
WHEREAS, in furtherance of the foregoing, the Company, the Administrative Agent
and the Lenders desire to amend the Credit Agreement, as provided herein.
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.Amendments to the Credit Agreement.
(a)Amendments to Section 1.1 [Definitions] of the Credit Agreement.
The
following defined terms contained in Section 1.1 of the Credit Agreement are
hereby amended and restated in full to read as follows:
Consolidated EBITDA shall mean as of the end of any fiscal quarter: (i) EBITDA
of the Company and its Subsidiaries on a consolidated basis for the immediately
preceding four fiscal quarters, plus (without duplication) (ii) the aggregate
gain on sale of timberland properties, as determined in accordance with GAAP,
made within the four immediately preceding fiscal quarters, net of any losses on
such sales, provided that the
amount of the net gain on sale of timberland properties included in the
calculation of Consolidated EBITDA under this clause (ii) may not exceed 10% of
the Consolidated EBITDA of the Company and its Subsidiaries for the immediately
preceding four fiscal quarters (prior to including any gains from the sale of
timberland properties), provided, further, that Consolidated EBITDA shall
exclude (a) non-recurring transaction costs relating to a Permitted Acquisition
such as (x) legal expenses, third party due diligence costs, transaction
advisory services, hedging costs and financing fees, if applicable, for the
fiscal quarters during which the transactions giving rise to such non-recurring
costs are consummated and (y) project management and integration costs in an
aggregate amount up to $5,000,000.00 incurred within one year of consummation of
the transactions giving