P. H. Glatfelter Company

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 12, 2015 P. H. Glatfelter Company (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation) (Commission File Number) Registrant s telephone number, including area code: Not Applicable Former name or former address, if changed since last report (I.R.S. Employer Identification No.) 96 S. George Street, Suite 520, York, Pennsylvania (Address of principal executive offices) (Zip Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item 1.01 Entry into a Material Definitive Agreement. On March 12, 2015, P. H. Glatfelter Company (the Company ) reported that it and certain of its subsidiaries as borrowers (together with the Company, the Borrowers ) and certain of its subsidiaries as guarantors entered into a $400 million revolving credit facility as part of a Second Amended and Restated Credit Agreement dated March 12, 2015 (the Credit Agreement ) with certain banks as lenders (the Banks ), PNC Bank, National Association, as administrative agent for the Banks (the Agent ), PNC Capital Markets LLC, J.P. Morgan Securities LLC and HSBC Bank USA, N.A., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and HSBC Bank USA, N.A., as co-syndication agents (the Syndication Agents ) and Cobank, ACB, Bank of America, N.A. and Manufacturers and Traders Trust Company, as co-documentation agents (the Documentation Agents ). Pursuant to the Credit Agreement, the Borrowers may borrow, repay and reborrow multi-currency revolving credit loans (the Revolving Loans ) in an aggregate principal amount not to exceed $400 million outstanding at any time (the Revolving Facility ). In addition, the Borrowers may request (i) letters of credit in an aggregate face amount not to exceed $30 million; and (ii) Swing Loans (as defined in the Credit Agreement) in an aggregate principal amount not to exceed $30 million. Borrowings under the Credit Agreement will be available in United States dollars, Euros, British Pound Sterling, and Canadian dollars. Under the Credit Agreement, the Borrowers also have the option to request of the Agent, subject to the approval of the Banks, that the maximum principal amount of the Revolving Facility be increased from $400 million up to a maximum of $550 million. Borrowings under the Credit Agreement are unsecured. The Borrowers are permitted to use borrowings under the Credit Agreement to repay existing indebtedness, for general corporate purposes, working capital needs and to finance future permitted acquisitions. Borrowing rates for the Revolving Loans are determined at the Borrowers option at the time of each borrowing as follows: for all US dollar denominated borrowings, the borrowing rate is either, (a) the bank s base rate which is equal to the greater of i) the prime rate; ii) the federal funds rate plus 50 basis points; or iii) the daily Euro-rate plus 100 basis points plus an applicable spread over either i), ii) or iii) ranging from 12.5 basis points to 100 basis points based on the Company s leverage ratio and its corporate credit ratings determined by Standard & Poor s Rating Services and Moody s Investor Service, Inc. (the Corporate Credit Rating ); or (b) the daily Euro-rate plus an applicable margin ranging from basis points to 200 basis points based on the Company s leverage ratio and the Corporate Credit Rating. For non-us dollar denominated borrowings, interest is based on (b) above. All Swing Loans will bear interest at a rate to be agreed upon by the Agent and the Company. In addition, the Borrowers are required to pay customary commitment fees in connection with the unused portion of the Revolving Facility and customary fees for the use of letters of credit. Interest accrued on outstanding amounts will be payable at varying dates but in no event less frequently than quarterly. All principal outstanding and accrued interest under the Credit Agreement will be due and payable on March 12, The Borrowers have the right to prepay the Revolving Loans in whole or in part without premium or penalty with prior notice. The Credit Agreement contains representations, warranties, covenants and events of default customary for financings of this type. If an event of default occurs and is continuing, then the Agent may declare outstanding obligations under the Credit Agreement immediately due and payable. In addition, the Borrowers are obligated to maintain a maximum ratio of consolidated total net debt to consolidated adjusted EBITDA and a minimum ratio of consolidated EBITDA to consolidated interest expense. The Credit Agreement also contains covenants limiting the ability of the Borrowers and subsidiary guarantors to (i) incur debt and guaranty obligations, (ii) incur liens, (iii) make loans, advances, investments and acquisitions, (iv) merge or liquidate, or (v) sell or transfer assets. In addition to their functions under the Credit Agreement, the Agent, Syndication Agents and Documentation Agents perform certain general banking services for the Company. All services provided to the Company by the Agent and Syndication Agents have been provided to the Company on substantially the same terms as those prevailing at the time for comparable transactions with other persons.

3 The description of the agreement set forth above is qualified by reference to the Credit Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is filed herewith: 10.1* Second Amended and Restated Credit Agreement, dated as of March 12, 2015, by and among the Company, certain of its subsidiaries as borrowers and certain of its subsidiaries as guarantors and PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, J.P. Morgan Securities LLC and HSBC Bank USA, N.A., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A. and HSBC Bank USA, N.A., as co-syndication agents, and Cobank, ACB, Bank of America, N.A. and Manufacturers and Traders Trust Company, as co-documentation agents. * Confidential treatment has been requested for certain portions thereof pursuant to a confidential treatment request filed with the Commission on March 16, Such provisions have been filed separately with the Commission.

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. P. H. Glatfelter Company March 16, 2015 By: /S/ Kent K. Matsumoto Name: Kent K. Matsumoto Title: Vice President, General Counsel & Corporate Secretary

5 Exhibit 10.1 THIS EXHIBIT HAS BEEN REDACTED AND IS THE A SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION VERSION CUSTOMER CUSIP NO BAA1 REVOLVER FACILITY CUSIP NO BAB9 $400,000, REVOLVING CREDIT FACILITY SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among P.H. GLATFELTER COMPANY and Certain of its Subsidiaries, as Borrowers and THE GUARANTORS PARTY HERETO, and THE LENDERS PARTY HERETO, as Lenders and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent with PNC CAPITAL MARKETS LLC, J.P. MORGAN SECURITIES LLC and HSBC BANK USA, N.A., as Joint Lead Arrangers and Joint Bookrunners, and JPMORGAN CHASE BANK, N.A. and HSBC BANK USA, N.A., as Co-Syndication Agents, and COBANK, ACB, BANK OF AMERICA, N.A. and MANUFACTURERS AND TRADERS TRUST COMPANY, as Co- Documentation Agents Dated as of March 12, 2015

6 TABLE OF CONTENTS 1. CERTAIN DEFINITIONS Certain Definitions Construction Number; Inclusion Determination Administrative Agent s Discretion and Consent Documents Taken as a Whole Headings Implied References to this Agreement Persons Modifications to Documents From, To and Through Shall; Will Québec Matters Accounting Principles Currency Calculations REVOLVING CREDIT AND SWING LOAN FACILITIES Revolving Credit Commitments Revolving Credit Loans Swing Loan Commitment Nature of Lenders Obligations with Respect to Revolving Credit Loans Commitment Fees Revolving Credit Loan Requests Revolving Credit Loan Requests Swing Loan Requests Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans Making Revolving Credit Loans Making Swing Loans Presumptions by the Administrative Agent Repayment of Revolving Credit Loans Borrowings to Repay Swing Loans Reserved Revolving Credit Notes and Swing Loan Note Utilization of Commitments in Optional Currencies Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans and Letter of Credit Obligations Notices From Lenders That Optional Currencies Are Unavailable to Fund New Loans Notices From Lenders That Optional Currencies Are Unavailable to Fund Renewals of the Euro-Rate Option. 39 (i) PAGE

7 2.7.4 European Monetary Union Requests for Additional Optional Currencies Use of Proceeds Letter of Credit Subfacility Issuance of Letters of Credit Letter of Credit Fees Disbursements, Reimbursement Repayment of Participation Advances Documentation Determinations to Honor Drawing Requests Nature of Participation and Reimbursement Obligations Indemnity Liability for Acts and Omissions Issuing Lender Reporting Requirements Currency Repayments Optional Currency Amounts Reduction of Commitment Defaulting Lenders INTEREST RATES Interest Rate Options Interest Rate Options Rate Quotations Interest Periods Amount of Borrowing Tranche Renewals No Conversion of Optional Currency Loans Interest After Default Letter of Credit Fees, Interest Rate Other Obligations Acknowledgment Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available Unascertainable Illegality; Increased Costs; Deposits Not Available Optional Currency Not Available Administrative Agent s and Lender s Rights Selection of Interest Rate Options Canadian Interest Act Disclosure Canadian Usury Provision PAYMENTS Payments Pro Rata Treatment of Lenders Interest Payment Dates Voluntary Prepayments; Replacement of Lender; Change of Lending Office Right to Prepay Replacement of a Lender Change of Lending Office. 59 (ii)

8 4.5 Mandatory Prepayments Currency Fluctuations Application Among Interest Rate Options Increased Costs Increased Costs Generally Capital Requirements Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans Delay in Requests Additional Reserve Requirements Taxes No Deductions Stamp Taxes Indemnification for Taxes Paid by a Lender Certificate Exclusions, etc Change of Lending Office, etc Status of Lenders Treatment of Certain Refunds Survival Issuing Lender Indemnity Interbank Market Presumption Judgment Currency Currency Conversion Procedures for Judgments Indemnity in Certain Events Requests for Notes Settlement Date Procedures Borrowers Agent REPRESENTATIONS AND WARRANTIES Representations and Warranties Organization and Qualification Subsidiaries Power and Authority Validity and Binding Effect No Conflict Litigation Title to Properties Financial Statements Use of Proceeds; Margin Stock Full Disclosure Taxes Consents and Approvals No Event of Default; Compliance with Instruments Patents, Trademarks, Copyrights, Licenses, Etc Insurance. 73 (iii)

9 Compliance with Laws Material Contracts; Burdensome Restrictions Investment Companies; Regulated Entities Plans and Benefit Arrangements Employment Matters Environmental Matters Senior Debt Status Anti-Terrorism Laws Continuation of Representations Updates to Schedules CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT First Loans and Letters of Credit Officer s Certificate Secretary s Certificate Delivery of Loan Documents Opinions of Counsel Legal Details Payment of Fees Consents Reserved No Violation of Laws No Actions or Proceedings; No Material Litigation Closing Commitment Fees Compliance Certificate Audited Financial Statements Budget Regulatory Approvals and Licenses Lien Searches Other Requirements Each Additional Loan or Letter of Credit Loans to Fund Permitted Acquisitions COVENANTS Affirmative Covenants Preservation of Existence, Etc Payment of Liabilities, Including Taxes, Etc Maintenance of Insurance Maintenance of Properties and Leases Maintenance of Patents, Trademarks, Etc Visitation Rights Keeping of Records and Books of Account Reserved Compliance with Laws Joinder of Guarantors and Borrowers Anti-Terrorism Laws; International Trade Law Compliance German and English Borrowers Keepwell. 85 (iv)

10 7.2 Negative Covenants Indebtedness Liens Reserved Loans and Investments Dividends and Related Distributions Liquidations, Mergers, Consolidations, Acquisitions Dispositions of Assets or Subsidiaries Affiliate Transactions Subsidiaries Continuation of or Change in Business Plans and Benefit Arrangements Fiscal Year Issuance of Stock Changes in Organizational Documents Maximum Leverage Ratio Minimum Interest Coverage Ratio Reserved Receivables Entities Reporting Requirements Quarterly Financial Statements Annual Financial Statements Certificate of the Company Notice of Default Notice of Litigation Notice of Change in Debt Rating Certain Events Budgets, Forecasts, Other Reports and Information Notices Regarding Plans and Benefit Arrangements Schedule of Loans and Investments DEFAULT Events of Default Payments Under Loan Documents Breach of Warranty Reserved Breach of Negative Covenants and Certain Affirmative Covenants Breach of Other Covenants Defaults in Other Agreements or Indebtedness Final Judgments or Orders Loan Document Unenforceable Proceedings Against Assets Notice of Lien or Assessment Insolvency Events Relating to Plans and Benefit Arrangements Cessation of Business Change of Control. 100 (v)

11 Involuntary Proceedings Voluntary Proceedings Consequences of Event of Default Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings Bankruptcy, Insolvency or Reorganization Proceedings Set-off Suits, Actions, Proceedings Application of Proceeds Enforcement of Remedies THE administrative AGENT Appointment and Authority Rights as a Lender Delegation of Duties Non-Reliance on Administrative Agent and Other Lenders No Other Duties, etc Exculpatory Provisions Reliance by Administrative Agent Calculations Sharing of Payments Successor Administrative Agent Administrative Agent s Fee No Reliance on Administrative Agent s Customer Identification Program MISCELLANEOUS Modifications, Amendments or Waivers Increase of Commitment Extension of Payment; Reduction of Principal Interest or Fees Release a Guarantor or Pledged Loans Miscellaneous No Implied Waivers; Cumulative Remedies; Writing Required Expenses; Indemnity; Damage Waiver Costs and Expenses of the Administrative Agent Indemnification of the Administrative Agent by the Borrowers Reimbursement and Indemnification of Lenders by the Borrowers Reimbursement by Lenders Waiver of Consequential Damages, Etc Payments Holidays Funding by Branch, Subsidiary or Affiliate Notional Funding Actual Funding Notices; Lending Offices Severability Governing Law Prior Understanding Duration; Survival. 116 (vi)

12 10.11 Successors and Assigns Successors and Assigns Generally Assignments by Lenders Register Participations Certain Pledges; Successors and Assigns Generally Confidentiality General Sharing Information With Affiliates of the Lenders Counterparts Administrative Agent s or Lender s Consent Exceptions CONSENT TO FORUM; WAIVER OF JURY TRIAL USA Patriot Act Nature of Foreign Borrower Obligations Pledge of Foreign Loan Party Loans. 123 (vii)

13 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 DOMESTIC QUALIFICATIONS TO DO BUSINESS SCHEDULE SUBSIDIARIES SCHEDULE LITIGATION SCHEDULE CONSENTS AND APPROVALS SCHEDULE PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE PERMITTED INDEBTEDNESS SCHEDULE 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 LOAN REQUEST EXHIBIT U.S. TAX COMPLIANCE CERTIFICATES (A-D) EXHIBIT OPINION OF COUNSEL EXHIBIT ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT QUARTERLY COMPLIANCE CERTIFICATE (viii)

14 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, N.A., 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. and MANUFACTURERS AND TRADERS TRUST COMPANY, 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 $400,000,000.00; and WHEREAS, proceeds of the revolving credit facility shall be used to (1) refinance existing Indebtedness incurred under the Prior Senior Credit Facility, 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: 1.1 Certain Definitions. 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 clearly requires otherwise: 2012 Senior Notes shall mean the Company s 5.375% senior notes, issued in 2012 and due October 15, 2020, in the aggregate principal amount of $250,000,000.00, guaranteed by certain of the Loan Parties. Accounts Receivable Facility Documents shall mean all documentation entered into by the Company and its Subsidiaries, including, without limitation, the Receivables Entity, in connection with the sale or other transfer of accounts receivable and other related assets pursuant to a Permitted Accounts Receivable Program, as such documentation may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.

15 Additional Indebtedness shall mean unsecured Indebtedness, the incurrence of which would not render the representation made in Section untrue, which has a maturity not less than six (6) months after the Expiration Date. Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns, in its capacity as administrative agent hereunder. Administrative Agent s Fee shall have the meaning assigned to that term in Section Administrative Agent s Letter shall have the meaning assigned to that term in Section Affiliate as to any Person shall mean any other Person which, directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, control (including, with correlative meanings, the term controlled by and under common control with ) shall mean the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise, including the power to elect a majority of the directors of a corporation. Agreement shall mean this Second Amended and Restated Credit Agreement, as the same may be extended, renewed, amended, supplemented or restated from time to time, including all schedules and exhibits. Anti-Terrorism Laws shall mean any applicable Laws relating to terrorism financing, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery (including, without limitation, the United Kingdom Bribery Act 2010 and the US Foreign Corrupt Practices Act of 1977), and any regulation, order, or directive promulgated, issued or enforced by any Official Body having jurisdiction over the Borrower or any other Covered Entity or to which the Borrower or any other Covered Entity is subject, including, without limitation, any published sanctions administered or enforced by the US Department of the Treasury s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty s Treasury, the Hong Kong Monetary Authority or other relevant applicable sanctions authority, all as amended, supplemented or replaced from time to time. Applicable Commitment Fee Rate shall mean the percentage rate per annum at the indicated level of Debt Rating or Leverage Ratio, as applicable, in the pricing grid on Schedule 1.1(A) next to the line titled Commitment Fee. The Applicable Commitment Fee Rate shall be computed in accordance with the parameters set forth on Schedule 1.1(A). Applicable Margin shall mean the percentage spread to be added to Euro-Rate under the Euro-Rate Option or to the Base Rate under the Base Rate Option at the indicated level of Debt Rating or Leverage Ratio, as applicable, in the pricing grid on Schedule 1.1 (A) next to the line titled Euro-Rate Spread or Base Rate Spread. The Applicable Margin shall be computed in accordance with the parameters set forth on Schedule 1.1(A). 2

16 Assignment and Assumption Agreement shall mean an Assignment and Assumption Agreement by and among a Purchasing Lender, a Transferor Lender and the Administrative Agent, as Administrative Agent and on behalf of the remaining Lenders, substantially in the form of Exhibit 1.1(A). Augmenting Lender shall have the meaning assigned to such term in Section Authorized Officer shall mean those individuals, designated by written notice to the Administrative Agent from the Company, on behalf of all the Loan Parties, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Company, on behalf of all the Loan Parties, may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent. Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Federal Funds Open Rate, plus 0.5%, (ii) the Prime Rate, and (iii) the Daily Euro Rate, plus 100 basis points (1.0%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Base Rate Option shall mean the option of the Borrowers to have Loans bear interest at the rate and under the terms and conditions set forth in Section 3.1.1(i). Benefit Arrangement shall mean at any time an employee benefit plan, within the meaning of Section 3(3) of ERISA, which is neither a Plan nor a Multiemployer Plan and which is maintained, sponsored or otherwise contributed to by any member of the ERISA Group. Borrower or Borrowers shall have the meaning given to such terms in the introductory paragraph hereto and shall include any Person required to join this Agreement pursuant to Section or which elects to join this agreement as a Borrower and, in each case, executes a Borrower Joinder. Borrower Joinder shall mean a joinder by a Person as a Borrower under this Agreement and the other Loan Documents in substantially the form of Exhibit 1.1(B). Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day. Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i) any Loans to which a Euro-Rate Option applies which become subject to the same Interest Rate Option under the same Loan Request by the Borrowers and which have the same Interest Period and which are denominated either in Dollars or in the same Optional Currency shall constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute one Borrowing Tranche. 3

17 Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh, Pennsylvania and (i) if the applicable Business Day relates to any Loan to which the Euro-Rate Option applies, such day must also be a day on which dealings are carried on in the Relevant Interbank Market, (ii) with respect to advances or payments of Loans or any other matters relating to Loans denominated in an Optional Currency, such day also shall be a day on which dealings in deposits in the relevant Optional Currency are carried on in the Relevant Interbank Market, and (iii) in relation to any payment or other obligations of any Foreign Loan Parties, such day must also be a day on which banks in the jurisdiction of such Foreign Loan Party are open for business. Canadian Borrower shall mean each Borrower incorporated or otherwise organized under the laws of Canada or any province or territory thereof. Cash Management Agreements shall have the meaning assigned to that term in Section CDOR Rate shall have the meaning assigned to such term in the definition of Euro-Rate. CEA shall mean the Commodity Exchange Act (7 U.S.C. 1 et seq.), as amended from time to time, and any successor statute. CFTC shall mean the Commodity Futures Trading Commission. Change in Law shall mean the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any Law, (ii) any change in any Law or in the administration, interpretation, implementation or application thereof by any Official Body or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Official Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented. CIP Regulations shall have the meaning assigned to that term in Section Closing Date shall mean the Business Day on which the first Loan shall be made, which shall be March 12, Commercial Letter of Credit shall mean any letter of credit which is a commercial letter of credit issued in respect of the purchase of goods or services by one or more of the Loan Parties in the ordinary course of their business. 4

18 Commitment shall mean as to any Lender the aggregate of its Revolving Credit Commitment and, in the case of PNC, its Swing Loan Commitment, and Commitments shall mean collectively, the Revolving Credit Commitments of all the Lenders and the Swing Loan Commitment of PNC. Commitment Fee shall have the meaning assigned to that term in Section 2.3. Commitment Increase Amount shall have the meaning assigned to that term in Section Company shall have the meaning given to such term in the introductory paragraph hereto. Compliance Certificate shall have the meaning assigned to such term in Section Computation Date shall have the meaning assigned to such term in Section Consideration shall mean with respect to any Permitted Acquisition, the aggregate of (i) any cash paid by any of the Loan Parties, directly or indirectly, to the seller in connection therewith, (ii) the Indebtedness incurred or assumed by any of the Loan Parties, whether in favor of the seller or otherwise and whether fixed or contingent, including without limitation any Guaranty given or incurred by any Loan Party in connection therewith, and (iii) any other consideration given or obligation incurred by any of the Loan Parties in connection therewith. Consolidated Adjusted EBITDA shall mean, for any period, Consolidated EBITDA adjusted to include (without duplication) the pro forma effects of acquisitions and divestitures (not including timberland property sales) made during such period, excluding the EBITDA of divested Persons, but including historical EBITDA of acquired Persons to the extent the acquired EBITDA (i) has been audited by a nationally recognized independent certified public accountant, or another independent certified public accountant reasonably satisfactory to the Administrative Agent, (ii) is supported by a third party due diligence report delivered by a nationally recognized firm or otherwise in form and substance satisfactory to the Administrative Agent, (iii) is less than 25% of Consolidated EBITDA as determined as of the last day of the fiscal quarter immediately preceding the consummation of the acquisition (the Most Recent Quarter ) (or the quarter immediately preceding the Most Recent Quarter if the applicable financial statements are not available for the Most Recent Quarter), or (iv) is approved by the Required Lenders. Any such adjustment to Consolidated EBITDA shall be made for four (4) fiscal quarters, starting with the fiscal quarter in which the transaction giving rise to such adjustment was consummated. 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 30% 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 5

19 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, incurred within one year of consummation of the transactions giving rise to such nonrecurring costs, for the fiscal quarters during which such costs are incurred; (b) non-recurring third party transaction costs relating to the closing of this Agreement and repayment or early redemption of Indebtedness in connection therewith such as (x) legal expenses, and (y) fees or other charges pursuant to the prepayment or redemption of Indebtedness; and (c) to the extent deducted in calculating net income, non-cash charges. The Company shall provide supporting invoices for the exclusions from Consolidated EBITDA described in the preceding clauses (a)(x) and (y) and (b)(x) and (y) upon request by the Administrative Agent. Consolidated Total Assets shall mean, at any time, the total consolidated assets of the Company and its Subsidiaries measured as of the last day of the fiscal year ending on or prior to the date of determination, as determined in accordance with GAAP. Consolidated Total Debt shall mean all long and short term Indebtedness of the Company and its Subsidiaries. Consolidated Total Net Debt shall mean Consolidated Total Debt less unrestricted cash and cash equivalents of the Company and its Subsidiaries in excess of $25,000, Contamination shall mean the presence or release or threat of release of Regulated Substances in, on, under or emanating to or from the Property, which pursuant to Environmental Laws requires notification or reporting to an Official Body, or which pursuant to Environmental Laws requires the investigation, cleanup, removal, remediation, containment, abatement of or other response action or which otherwise constitutes a violation of Environmental Laws. Covered Entity shall mean (a) the Borrowers, each of Borrowers Subsidiaries, all Guarantors and all pledgors of Collateral (if any), and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise. Daily Euro-Rate shall mean, for any day, the rate per annum determined by the Administrative Agent as the Published Rate, as adjusted for any additional costs pursuant to Section Notwithstanding the foregoing, if the Daily Euro-Rate as determined above would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement. Debt Rating shall mean the corporate credit rating of Standard & Poor s and the Issuer Rating of Moody s, in each case, of the Company. Declined Share shall have the meaning assigned to that term in Section Defaulting Lender shall mean any Lender that (i) has failed, within two (2) Business Days of the date required to be funded or paid, to (a) fund any portion of its Loans, (b) fund any 6

20 portion of its participations in Letters of Credit or Swing Loans or (c) pay over to the Administrative Agent, the Issuing Lender, PNC (as the Swing Loan Lender) or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (a) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (ii) has notified the Borrowers or the Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (iii) has failed, within three (3) Business Days after request by the Administrative Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (iii) upon the Administrative Agent s receipt of such certification in form and substance satisfactory to the Administrative Agent, (iv) has become or its parent entity has become the subject of a Bankruptcy Event or (iv) has failed at any time to comply with the provisions of Section 9.9 with respect to purchasing participations from the other Lenders, whereby such Lender s share of any payment received, whether by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all of the Lenders. As used in this definition and in Section 2.13, the term Bankruptcy Event means, with respect to any Person, such Person or such Person s direct or indirect parent company becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person s direct or indirect parent company by an Official Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Official Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. Designated Credit Parties shall mean the Company and those Subsidiaries that are from time to time party to the Accounts Receivable Facility Documents. Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the United States of America. Dollar Equivalent shall mean, with respect to any amount of any currency, the Equivalent Amount of such currency expressed in Dollars. 7

21 Dollar Equivalent Revolving Facility Usage shall mean, at any time, the sum of the Dollar Equivalent of the principal amount of Revolving Credit Loans then outstanding and the principal amount of Swing Loans then outstanding and the Dollar Equivalent amount of Letter of Credit Obligations. Domestic Guarantor shall mean those Guarantors which are organized under the laws of the United States. Drawing Date shall have the meaning assigned to that term in Section EBITDA shall mean, for any period and any Person, net income (excluding gains and losses on sales of assets (with the exception of sales of timberland property noted in the definition of Consolidated EBITDA)) and non-cash pension income and noncash pension expenses) plus income tax expense, interest expense, depreciation, amortization expense and any Permitted EBITDA Add Backs (if Consolidated EBITDA is being computed for the Company) of such Person. Effective Date shall mean the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement. Eligible Contract Participant shall mean an eligible contract participant as defined in the CEA and regulations thereunder. Eligibility Date shall mean, with respect to each Loan Party and each Swap, the date on which this Agreement or any other Loan Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any other Loan Document is then in effect with respect to such Loan Party, and otherwise it shall be the Effective Date of this Agreement and/or such other Loan Document(s) to which such Loan Party is a party). English Borrower shall mean any Borrower organized under the Laws of England and Wales. Environmental Complaint shall mean any written complaint by any Person or Official Body setting forth a cause of action for personal injury or property damage, natural resource damage, contribution or indemnity for response costs, civil or administrative penalties, criminal fines or penalties, or declaratory or equitable relief arising under any Environmental Laws or any order, notice of violation, citation, subpoena, request for information or other written notice or demand of any type issued by an Official Body pursuant to any Environmental Laws. Environmental Laws shall mean all applicable federal, state, local, tribal, territorial and foreign Laws (including common law), constitutions, statutes, treaties, regulations, rules, ordinances, and codes and any legally binding consent decrees, settlement agreements, judgments, orders, directives, policies or programs issued by or entered into with an Official Body pertaining or relating to: (i) pollution or pollution control; (ii) protection of human health from exposure to Regulated Substances; (iii) protection of the environment and/or natural resources; (iv) employee safety in the workplace as related to exposure to Regulated Substances; 8

22 (v) the presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, packaging, sale, transport, storage, collection, distribution, disposal or release or threat of release of Regulated Substances; (vi) the presence of Contamination; (vii) the protection of endangered or threatened species; and (viii) the protection of Environmentally Sensitive Areas. Environmentally Sensitive Area shall mean (i) any wetland as defined by applicable Laws; (ii) any area designated as a coastal zone pursuant to applicable Laws; (iii) any area of historic or archeological significance or scenic area as defined or designated by applicable Laws; (iv) habitats of endangered species or threatened species as designated by applicable Laws; or (v) a floodplain or other flood hazard area as defined pursuant to any applicable Laws. Equivalent Amount shall mean, at any time, as determined by Administrative Agent (which determination shall be conclusive absent manifest error), with respect to an amount of any currency (the Reference Currency ) which is to be computed as an equivalent amount of another currency (the Equivalent Currency ), the amount of such Equivalent Currency converted from such Reference Currency at Administrative Agent s rate (based on the market rates then prevailing and available to Administrative Agent) for such Equivalent Currency for such Reference Currency at a time determined by Administrative Agent on the second Business Day immediately preceding the event for which such calculation is made. Equivalent Currency shall have the meaning assigned to such term in the definition of Equivalent Amount. ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect. ERISA Event shall mean (a) with respect to a Plan, a reportable event under Section 4043 of ERISA as to which event (after taking into account notice waivers provided for in the regulations) there is a duty to give notice to the PBGC; (b) a withdrawal by a Loan Party or any member of the ERISA Group from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any member of the ERISA Group from a Multiemployer Plan, notification that a Multiemployer Plan is in reorganization, or occurrence of an event described in Section 4041A(a) of ERISA that results in the termination of a Multiemployer Plan; (d) the filing of a notice of intent to terminate a Plan, the treatment of a Plan amendment as a termination under Section 4041(e) of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party or any member of the ERISA Group; (g) any application for an approval of a Loan Party or any member of the ERISA Group for a waiver of the minimum funding standards of Sections 412, 430, 432 or 436 of the Internal Revenue Code or Sections 302, 303, 304 or 305 of ERISA, or (h) any receipt of certification by the responsible actuary that any Plan is considered an at-risk plan in 9

23 endangered or critical status within the meaning of Sections 430, 431, or 432 of the Internal Revenue Code or Sections 303, 304 or 305 of ERISA or that any Plan s adjusted funding target attainment percentage (as defined in Section 436 of the Internal Revenue Code) is less than 60 percent. ERISA Group shall mean, at any time, the Loan Parties and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with the Loan Parties, are treated as a single employer under Section 414 of the Internal Revenue Code. Euro shall refer to the lawful currency of the Participating Member States. Euro-Rate shall mean the following: (a) with respect to the U.S. Dollar Loans comprising any Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period, the interest rate per annum determined by the Administrative Agent as the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S. Dollar deposits are offered by leading banks in the London interbank deposit market), rounded upwards, if necessary, to the nearest 1/100th of 1% per annum (with.005% being rounded up), or the rate which is quoted by another source selected by the Administrative Agent in its reasonable discretion as an authorized information vendor for the purpose of displaying rates at which U.S. Dollar deposits are offered by leading banks in the London interbank deposit market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the Relevant Interbank Market offered rate for U.S. Dollars for an amount comparable to such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period. (b) with respect to Optional Currency Loans in Euros or British Pounds Sterling comprising any Borrowing Tranche for any Interest Period, the interest rate per annum determined by the Administrative Agent as the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which the relevant Optional Currency is offered by leading banks in the London interbank deposit market), rounded upwards, if necessary, to the nearest 1/100th of 1% (with.005% being rounded up) per annum, or the rate which is quoted by another source selected by the Administrative Agent in its reasonable discretion as an authorized information vendor for the purpose of displaying rates at which such applicable Optional Currencies are offered by leading banks in the London interbank deposit market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the Relevant Interbank Market offered rate for deposits in the Euros or British Pounds Sterling for an amount comparable to the principal amount of such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest. (c) with respect to Optional Currency Loans denominated in Canadian Dollars comprising any Borrowing Tranche, the interest rate per annum (the CDOR Rate ) as determined by the Administrative Agent, equal to the arithmetic average rate applicable to Canadian Dollar bankers acceptances (C$BAs) for the applicable Interest Period appearing on 10