Third Amendment to Second Amended and Restated Term Loan Agreement and Incremental Term Loan Agreement dated April 14, 2020, by and among the Registrant and its wholly-owned subsidiaries as borrowers and Northwest Farm Credit Services, PCA, as Administrative Agent, the Guarantors party thereto, and the Lenders party thereto
Exhibit 10(a)
Execution Version
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”) dated as of April 14, 2020 is by and among POTLATCHDELTIC CORPORATION, a Delaware corporation (“PotlatchDeltic”), POTLATCHDELTIC FOREST HOLDINGS, INC., a Delaware corporation (“Potlatch Forest”) and POTLATCHDELTIC LAND & LUMBER, LLC, a Delaware limited liability company and a taxable REIT subsidiary of PotlatchDeltic (“Potlatch Land & Lumber”, and, together with PotlatchDeltic and Potlatch Forest, the “Borrowers”), the Guarantors party hereto, the Lenders identified on the signature pages hereto and NORTHWEST FARM CREDIT SERVICES, PCA, as Administrative Agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H
WHEREAS, term loan facilities have been established in favor of the Borrowers pursuant to the terms of that certain Second Amended and Restated Term Loan Agreement dated as of March 22, 2018 (as amended, restated, modified or supplemented from time to time, the “Term Loan Agreement”) among the Borrowers, the guarantors from time to time party thereto (the “Guarantors”), the Lenders from time to time party thereto (the “Lenders”) and the Administrative Agent; and
WHEREAS, the Lenders have requested certain modifications to the Term Loan Agreement, and the Borrowers and all of the Required Lenders have agreed to the requested modifications on the terms set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Term Loan Agreement.
2.Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Term Loan Agreement is hereby amended as follows:
(a)In the definition of “LIBOR” in Section 1.01 of the Term Loan Agreement, the last sentence of such definition is hereby amended and restated to read as follows:
Notwithstanding the foregoing, if LIBOR shall be less than zero, such rate shall be deemed zero for the purposes of this Agreement; provided that, solely with respect to the Term Loan D, Term Loan E, Term Loan I, Term Loan K, Term Loan L, Term Loan M and Term Loan N, LIBOR may be less than zero so long as there is a corresponding Swap Contract in place relating to such Term Loan D, Term Loan E, Term Loan I, Term Loan K, Term Loan L, Term Loan M or Term Loan N, as applicable, that does not have a floor of zero.
(b)The parenthetical in the last sentence of Section 3.03(b) of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
(other than with respect to the Term Loan D, Term Loan E, Term Loan I, Term Loan K, Term Loan L, Term Loan M and/or Term Loan N for so long as there is a corresponding Swap Contract with a Lender, Voting Participant or Affiliate of a Lender
or Voting Participant in place relating to such Term Loan D, Term Loan E, Term Loan I, Term Loan K, Term Loan L, Term Loan M and/or Term Loan N, as applicable, that does not have a floor of zero)
(c)The proviso in the second sentence of Section 3.03(c) of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
provided, further, that solely with respect to the Term Loan D, Term Loan E, Term Loan I, Term Loan K, Term Loan L, Term Loan M and/or Term Loan N LIBOR may be less than zero so long as there is a corresponding Swap Contract with a Lender, Voting Participant or Affiliate of a Lender or Voting Participant in place relating to such Term Loan D, Term Loan E, Term Loan I, Term Loan K, Term Loan L, Term Loan M and/or Term Loan N, as applicable, that does not have a floor of zero.
3.Conditions Precedent. This Amendment shall become effective upon the satisfaction of the following conditions:
(a)Receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrowers, the Guarantors, the Administrative Agent and the Required Lenders;
(b)The payment by the Borrowers of all fees and expenses due and payable as of the date hereof, including the reasonable out-of-pocket costs and expenses of the Administrative Agent and the reasonable fees and expenses of Moore & Van Allen PLLC, special counsel to the Administrative Agent.
4.Representations and Warranties. The Loan Parties hereby, jointly and severally, represent and warrant that:
(a)the representations and warranties contained in Article V of the Term Loan Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Sections 5.01(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01,
(b) no Default exists under the Term Loan Agreement on and as of the date hereof and after giving effect to this Amendment,
(c)this Amendment has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(d)this Amendment constitutes the legal, valid and binding obligation of each Loan Party, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
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(e)the execution, delivery and performance of this Amendment by each Loan Party will not: (i) contravene the terms of any provision of its articles or certificate of incorporation or bylaws or other organizational or governing documents of such Loan Party; (ii) violate, contravene or materially conflict with any Law or any other law, regulation (including, without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (iii) violate, contravene or conflict with contractual provisions of, or cause an event of default under, any material indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound or (iv) result in or require the creation of any Lien upon or with respect to its properties.
5.No Other Changes; Ratification. Except as expressly modified or waived hereby, all of the terms and provisions of the Term Loan Agreement (including the schedules and exhibits thereto) and the other Loan Documents shall remain in full force and effect. The term “this Agreement” or “Term Loan Agreement” and all similar references as used in each of the Loan Documents shall hereafter mean the Term Loan Agreement as amended by this Amendment. Except as herein specifically agreed, the Term Loan Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
6.Counterparts; Facsimile/Email. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.
7.Loan Modification. By its execution of this Amendment, the Borrowers hereby authorize the Administrative Agent to consider this Amendment its application for loan modification on the terms and conditions set forth herein.
8.Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.
9.Entirety. This Amendment and the other Loan Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. These Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no oral agreements between the parties.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.
BORROWERS:POTLATCHDELTIC CORPORATION,
a Delaware corporation
By:__/s/ Jerald W. Richards
Name: Jerald W. Richards
Title: VP, Chief Financial Officer
POTLATCHDELTIC FOREST HOLDINGS, INC.,
a Delaware corporation
By:__/s/ Jerald W. Richards
Name: Jerald W. Richards
Title: VP, Chief Financial Officer
POTLATCHDELTIC LAND & LUMBER, LLC,
a Delaware limited liability company
By:__/s/ Jerald W. Richards
Name: Jerald W. Richards
Title: VP, Chief Financial Officer
POTLATCHDELTIC CORPORATION
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
GUARANTORS:POTLATCHDELTIC TIMBER, LLC,
a Delaware limited liability company
By: /s/ Jerald W. Richards
Name: Jerald W. Richards
Title: VP, Chief Financial Officer
POTLATCH TIMBERLANDS, LLC,
a Delaware limited liability company
By:__/s/ Jerald W. Richards
Name: Jerald W. Richards
Title: VP, Chief Financial Officer
POTLATCH LAKE STATES TIMBERLANDS, LLC
a Delaware limited liability company
By:__/s/ Jerald W. Richards
Name: Jerald W. Richards
Title: VP, Chief Financial Officer
POTLATCH MINNESOTA TIMBERLANDS, LLC
a Delaware limited liability company
By:__/s/ Jerald W. Richards
Name: Jerald W. Richards
Title: VP, Chief Financial Officer
POTLATCHDELTIC MANUFACTURING, LLC
an Arkansas limited liability company
By:__/s/ Jerald W. Richards
Name: Jerald W. Richards
Title: VP, Chief Financial Officer
POTLATCHDELTIC CORPORATION
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
ADMINISTRATIVE AGENT
| AND LENDERS: | NORTHWEST FARM CREDIT SERVICES, PCA as Administrative Agent and a Lender |
By:_/s/ Ashley A. Meyerhuber
Name: Ashley A. Meyerhuber
Title: Authorized Agent
AMERICAN AGCREDIT, PCA
as a Lender
By:_/s/ Michael J. Balok
Name: Michael J. Balok
Title: Vice President
POTLATCHDELTIC CORPORATION
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
VOTING PARTICIPANTS:Farm Credit Services of Western Arkansas, FLCA
as a Voting Participant
By: /s/ Charlie McConnell
Name: Charlie McConnell
Title: SVP-Chief Lending Officer
AMERICAN AGCREDIT, FLCA
as a Voting Participant
By: /s/ Michael J. Balok
Name: Michael J. Balok
Title: Vice President
AgCountry Farm Credit Services, FLCA (f/k/a FCS Commercial Finance Group, for AgCountry Farm Credit Services, FLCA
as a Voting Participant
By: /s/ Lisa Caswell
Name: Lisa Caswell
Title: Vice President
AgFirst Farm Credit Bank
as a Voting Participant
By: /s/ Michael C. Hawkins
Name: Michael C. Hawkins
Title: Assistant Vice President
AGRIBANK, FCB
as a Voting Participant
By: /s/ Galen Herr
Name: Galen Herr
Title: Vice President Credit - Lending Programs
CAPITAL FARM CREDIT, FLCA
as a Voting Participant
By: /s/ Donald L. Palm
Name: Donald L. Palm
Title: SVP/Capital Markets
POTLATCHDELTIC CORPORATION
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
COBANK FCB
as a Voting Participant
By: /s/ Robert Prickett
Name: Robert Prickett
Title: Vice President
COMPEER FINANCIAL, FLCA
as a Voting Participant
By: /s/ Lee Fuchs
Name: Lee Fuchs
Title: Director, Capital Markets
Farm Credit West, FLCA
as a Voting Participant
By: /s/ Robert Stornetta
Name: Robert Stornetta
Title: Senior Vice President
FARM CREDIT EAST, ACA
as a Voting Participant
By: /s/ Justin A. Brown
Name: Justin A. Brown
Title: Vice President
Farm Credit Mid-America, FLCA
as a Voting Participant
By: /s/ Tabatha Hamilton
Name: Tabatha Hamilton
Title: Vice President Food and Agribusiness
Farm Credit of New Mexico, FLCA
as a Voting Participant
By: /s/ Mitch Selking
Name: Mitch Selking
Title: Director Corporate Agribusiness Lending
POTLATCHDELTIC CORPORATION
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
Farm Credit Services of America
as a Voting Participant
By: /s/ Nicholas King
Name: Nicholas King
Title: Vice President
GREENSTONE FARM CREDIT SERVICES, FLCA
as a Voting Participant
By: /s/ Shane Prichard
Name: Shane Prichard
Title: Vice President of Capital Markets
YOSEMITE LAND BANK, FLCA
as a Voting Participant
By: /s/ Steven Mizuno
Name: Steven M. Mizuno
Title: SVP - Credit Administration
POTLATCHDELTIC CORPORATION
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
