exv10w3



 





Exhibit 10.3



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.




THIRD AMENDMENT TO CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of June ___, 2007, by and
among P.H. GLATFELTER COMPANY, a Pennsylvania corporation (the “Company”), each of the
other Loan Parties under the Credit Agreement (as hereinafter defined), the BANKS (as defined under
the Credit Agreement) parties hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for
the Banks (the “Agent”).



WITNESSETH:




     WHEREAS, the parties hereto are parties to that certain Credit Agreement, dated as of April 3,
2006, as amended by that First Amendment thereto dated April 25, 2006 and that Second Amendment
thereto dated December 22, 2006 (as so amended, the “Credit Agreement”);



     WHEREAS, the parties hereto 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
(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.):



1. Amendment to Section 1.1 [Definitions] of the Credit Agreement.




     (A) Existing Definitions. The following definitions contained in Section 1.1 of the
Credit Agreement are hereby amended and restated to read as follows:



     “Permitted EBITDA Add Backs shall mean the following charges, in each case to the
extent such charges are deducted in the computation of net income of the Loan Parties in their
computation of EBITDA during the period specified, with appropriate adjustments for the tax effects
of such add-backs:



     (a) Certain Shut-Down, Transfer and Integration Charges Incurred after January 1, 2006 and
before March 31, 2007. The following cash or non cash charges incurred after January 1, 2006
and before March 31, 2007 subject to the proviso below: charges related to the shut-down of the
Neenah, WI, production facility, the transfer of production from the Neenah facility to assets
acquired in the Financed Domestic Acquisition, and the integration costs for the Financed Domestic
Acquisition, provided that (1) the total amount of such charges which may be so added back
to net income may not exceed $80,000,000 over the term of this Agreement, and (2) the total amount
of such cash charges which may be so added back to net income may not exceed $40,000,000.



     (b) Fox River, Wisconsin, Environmental Remediation:




          (i) Fox River OU1-2—QE March 31, 2007. The charge in the amount of
$6,000,000 incurred by the Loan Parties during the fiscal quarter ended March 31, 2007 in
connection with their environmental remediation at the Fox River, Wisconsin, OU1-2.




 









 






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.






          (ii) Fox River OU3-5—After March 31, 2007. Charges incurred by the Loan Parties
after March 31, 2007 in connection with their environmental remediation, natural resource damages
or reimbursement of the EPA for incurred costs at the Fox River, Wisconsin OU3-5, provided
that the total amount of such charges incurred during the term of this Agreement may not exceed
$[************].




     (c) Lydney Mill, UK, Integration Charges—FY 2007. Charges incurred by the Loan
Parties in 2007 related to the integration costs for the Lydney Mill, Gloucestershire, UK, facility
provided that the total amount of such charges may not exceed $4,000,000.



     (d) Chillicothe/Freemont, Ohio, Work Force Reduction. The following charges incurred by the
Loan Parties prior to June 30, 2008:



          (i) cash and non-cash charges related to the severance, fixed asset write-downs and other
non-recurring expenses related to any reduction in work force, in each case at the Chillicothe and
Freemont, Ohio facilities, provided that the total amount of all of the foregoing charges
may not exceed $10,000,000, and




          (ii) non-cash pension charges related to the reduction in work force described in clause
(d)(i) above.




     (B) New Definitions. The following new definitions are hereby added to Section 1.1 in
alphabetical order:



     “Fox River OU3-5 Environmental Charges Event” shall mean the date on which both the
following events shall have occurred:



          (A) the Loan Parties incur any charge described in clause (b)(ii) of the definition of
“Permitted EBITDA Add Backs” related to the Fox River, Wisconsin, OU3-5 (if the Loan Parties incur
more than one such charge, this clause (A) refers only to the first such charge), and




          (B) the Loan Parties incur Indebtedness to finance the payment of the charge referred to in
clause (A) of this definition (if the Loan Parties incur Indebtedness on more than one occasion to
finance such payment, this clause (B) refers only to the first such incurrence).




     “Fox River OU3-5 Related Debt shall mean the amount of Indebtedness referred to in
clause (B) of the definition of Fox River OU3-5 Environmental Charges Event.



2. Amendment of Section 8.2.3 [Guaranties].




     Section 8.2.3 [Guaranties] of the Credit Agreement is hereby amended and restated to read as
follows:



     “8.2.3 Guaranties.




     Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at
any time, directly or indirectly, become or be liable in respect of any Guaranty, or assume,
guarantee, become surety for, endorse or otherwise agree, become or remain



 









 







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.





directly or contingently liable upon or with respect to any obligation or liability of
any other Person, except for Guaranties of Indebtedness of the Loan Parties and their
Subsidiaries permitted hereunder.”



3. Amendment of Section 8.2.16 [Maximum Leverage Ratio].




     Section 8.2.16 [Maximum Leverage Ratio] of the Credit Agreement is hereby amended and restated
to read as follows:



     “8.2.16 Maximum Leverage Ratio.




     The Borrowers shall not permit the Leverage Ratio, measured as of the end of each
fiscal quarter to exceed the ratio (the “Applicable Leverage Ratio”) set forth in the grid
below as of any fiscal quarter ending during the periods specified in such grid; subject to
the sentence immediately following such grid.



	 	 	 
	Period
	 	Ratio
	Closing Date through 3/31/07

	 	3.75 to 1.00
	6/30/07

	 	4.00 to 1.00
	9/30/07 through 3/31/08

	 	3.75 to 1.00
	6/30/08 and thereafter

	 	3.50 to 1.00







Notwithstanding the foregoing, if a Fox River OU3-5 Environmental Charges Event
shall occur, then the Applicable Leverage Ratio (determined by the grid above) shall be
increased by the amount specified in the table below based on the amount of the Fox River
OU3-5 Related Debt on the date of such Fox River OU3-5 Environmental Charges Event. Such
increase shall apply to the end quarter in which such Fox River OU3-5 Environmental Charges
Event occurs and for the end of each of the five (5) quarters thereafter:



	 	 	 
	 	 	Increase in the Applicable
	Amount of Fox River OU3-5 Related Debt	 	Leverage Ratio
	$[*********] to $[*********]
	 	.05 to 1.00
	$[*********] to $[*********]
	 	.10 to 1.00
	$[*********] to $[*********]
	 	.15 to 1.00
	$[*********] to $[*********]
	 	.20 to 1.00
	$[*********] to $[*********]
	 	.25 to 1.00







(For example: If the Applicable Leverage Ratio would otherwise be 3.75 to 1.00, a Fox River
OU3-5 Environmental Charges Event shall occur and the Loan Parties have incurred
$[*********]of Fox River OU3-5 Related Debt on the date of such event, the Applicable
Leverage Ratio would be increased to 3.95 to 1.00 (3.75 + .20 = 3.95) for the end of the
current quarter and the end of the following 5 quarters.)



 









 







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.



4. Amendment of Section 8.2.17 [Minimum Interest Coverage Ratio ].




     Section 8.2.17 [Minimum Interest Coverage Ratio] of the Credit Agreement is hereby amended and
restated to read as follows:



     “8.2.17 Minimum Interest Coverage Ratio.




     The Borrowers shall not permit the ratio (the “Interest Coverage Ratio”) of
Consolidated Adjusted EBITDA to consolidated interest expense (excluding Timber Installment
Sale Interest Expense) of the Borrowers and their Subsidiaries, measured as of the end of
each fiscal quarter, for the four (4) fiscal quarters then ended, to be less than 3.50 to
1.00, provided, however, that if a Fox River OU3-5 Environmental Charges Event shall occur,
then the Interest Coverage Ratio shall be decreased by the amount specified in the table
below based on the amount of the Fox River OU3-5 Related Debt on the date of such Fox River
OU3-5 Environmental Charges Event. Such decrease shall apply to the end quarter in which
such Fox River OU3-5 Environmental Charges Event occurs and for the end of each of the five
(5) quarters thereafter:



	 	 	 
	 	 	Decrease in the Interest
	Amount of Fox River OU3-5 Related Debt	 	Coverage Ratio
	$[*********] to $[*********]
	 	.05 to 1.00
	$[*********] to $[*********]
	 	.10 to 1.00
	$[*********] to $[*********]
	 	.15 to 1.00
	$[*********] to $[*********]
	 	.20 to 1.00
	$[*********] to $[*********]
	 	.25 to 1.00







(For example: If a Fox River OU3-5 Environmental Charges Event shall occur and the Loan
Parties have incurred $[*********]of Fox River OU3-5 Related Debt on the date of such event,
the Interest Coverage Ratio would be decreased to 3.30 to 1.00 (3.50 — .20 = 3.30) for the
end of the current quarter and the end of the following 5 quarters.)



5. Conditions to the Effectiveness of this Amendment.




     This Amendment shall be effective when (a) it has been signed and delivered by the Loan
Parties, the Required Banks and the Agent, (b) the representations and warranties of the Loan
Parties in Section 6 hereof shall be true and correct, and (c) the Borrowers have paid to the Agent
the Amendment Fees referred to below and any other fees and expenses in connection herewith.



6. Amendment Fee.



     The Borrowers shall pay to the Administrative Agent for the benefit of each Bank which signs
its signature page hereto and returns such signed signature page to counsel for the Administrative
Agent (under directions to be provided by the Administrative Agent or such counsel) on or before
5:00 pm on June 8, 2007 a fee (the “Amendment Fee”) equal to 12.5 basis points times the sum of
such Bank’s Revolving Credit Commitment plus its Term Loan Commitment. Such Amendment Fee shall be
payable on the effective date of this Amendment.



 









 






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.



7. Representations and Warranties.




     The Loan Parties hereby represent and warrant to the Agent and the Banks that (a) the
representations and warranties of the Loan Parties contained in the Credit Agreement and the other
Loan Documents are true and correct on and as of the date hereof with the same force and effect as
though made by the Loan Parties on such date, except to the extent that any such representation or
warranty expressly relates solely to a previous date, and (b) the Loan Parties are in compliance
with all terms, conditions, provisions, and covenants contained in the Credit Agreement and the
other Loan Documents and there exists no Event of Default or Potential Default and (c) all of the
terms and conditions, provisions and covenants in the Credit Agreement, the Loan Documents and all
other documents delivered to the Banks and the Agent in connection with any of the foregoing
documents and obligations secured thereby are in full force and effect, are hereby ratified and
confirmed and remain unaltered, except as expressly modified by this Amendment. This Amendment has
been duly executed by an authorized officer of each Loan Party. The execution, delivery, and
performance of this Amendment have been duly authorized by all necessary corporate action, require
no governmental approval, and will neither contravene, conflict with, nor result in the breach of
any law, charter, articles, or certificate of incorporation or organization, bylaws, operating
agreement or other agreement governing or binding upon any of the Loan Parties or any of their
property. Each Loan Party is in good standing in its jurisdiction of organization.



8. Force and Effect.




     Each of the parties hereto reconfirms and ratifies the Credit Agreement and all other
documents executed in connection therewith, and confirms that all such documents remain in full
force and effect since the date of their execution, except to the extent modified by this
Amendment.



9. Governing Law.




     This Amendment shall be deemed to be a contract under the laws of the Commonwealth of
Pennsylvania and for all purposes shall be governed by and construed and enforced in accordance
with the internal laws of the Commonwealth of Pennsylvania without regard to its conflict of laws
principles.



10. Counterparts.




     This Amendment may be signed by telecopy or original in any number of counterparts each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     IN WITNESS WHEREOF, the parties have executed this instrument under seal as of the day and
year first above written.



[SIGNATURE PAGES FOLLOW]




 









 






Exhibit 10.3



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.






[SIGNATURE PAGE 1 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	BORROWERS:
	 
	 	 	 	 
	 	 	P.H. GLATFELTER COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John P. Jacunski
	 

	 	 	 	 
	 

	 	Name:
	 	John P. Jacunski
	 

	 	Title:
	 	Sr. Vice President & Chief Financial Officer
	 
	 	 	 	 
	 	 	PHG TEA LEAVES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ George B. Amoss, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	George B. Amoss, Jr.
	 

	 	Title:
	 	President
	 
	 	 	 	 
	 	 	GLATFELTER GERNSBACH GMBH & CO. KG
	 
	 	 	 	 
	 	 	By: Glatfelter Verwaltungsgesellschaft mbH, its

General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John P. Jacunski
	 

	 	 	 	 
	 

	 	Name:
	 	John P. Jacunski
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	GLATFELTER VERWALTUNGSGESELLSCHAFT MBH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ George B. Amoss, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	George B. Amoss, Jr.
	 

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	GLATFELTER LYDNEY, LTD.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John P. Jacunski
	 

	 	 	 	 
	 

	 	Name:
	 	John P. Jacunski
	 

	 	Title:
	 	Director






 









 






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.




	 	 	 	 	 
	 	 	MOLLANVICK, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Donald R. Gross
	 

	 	 	 	 
	 

	 	Name:
	 	Donald R. Gross
	 

	 	Title:
	 	Vice President






 









 






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.




[SIGNATURE PAGE 2 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	 	 	THE GLATFELTER PULP WOOD COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David C. Elder
	 

	 	 	 	 
	 

	 	Name:
	 	David C. Elder
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	GLT INTERNATIONAL FINANCE, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ George B. Amoss, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	George B. Amoss, Jr.
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 	 	GLATFELTER HOLDINGS, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David C. Elder
	 

	 	 	 	 
	 

	 	Name:
	 	David C. Elder
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 	 	GLATFELTER HOLDINGS II, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David C. Elder
	 

	 	 	 	 
	 

	 	Name:
	 	David C. Elder
	 

	 	Title:
	 	Treasurer






 









 






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.




[SIGNATURE PAGE 3 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	BANKS AND AGENT:
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION, 
individually and as
Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian T. Vesey
	 

	 	 	 	 
	 

	 	Name:
	 	Brian T. Vesey
	 

	 	Title:
	 	Vice President






 









 






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.




[SIGNATURE PAGE 4 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Dodd       /s/ Rianka Mohan
	 

	 	 	 	 
	 

	 	Name:
	 	David Dodd            Rianka Mohan
	 

	 	Title:
	 	Vice President         Vice President






 









 






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.




[SIGNATURE PAGE 5 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Philip R. Medsger
	 

	 	 	 	 
	 

	 	Name:
	 	Philip R. Medsger
	 

	 	Title:
	 	First Vice President






 









 






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.




[SIGNATURE PAGE 6 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	MANUFACTURERS AND TRADERS TRUST COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kellie M. Matthews
	 

	 	 	 	 
	 

	 	Name:
	 	Kellie M. Matthews
	 

	 	Title:
	 	Admin. Vice President






 









 






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.




[SIGNATURE PAGE 7 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	SUNTRUST BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William C. Washburn, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	William C. Washburn, Jr.
	 

	 	Title:
	 	Vice President






 









 






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.




[SIGNATURE PAGE 8 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Charles R. Dickerson
	 

	 	 	 	 
	 

	 	Name:
	 	Charles R. Dickerson
	 

	 	Title:
	 	Managing Director






 









 






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.




[SIGNATURE PAGE 9 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	HSBC BANK USA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Colleen Glackin
	 

	 	 	 	 
	 

	 	Name:
	 	Colleen Glackin
	 

	 	Title:
	 	Vice President






 









 






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.




[SIGNATURE PAGE 10 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	CITIBANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher D. Pannacciulli
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher D. Pannacciulli
	 

	 	Title:
	 	Vice President






 









 






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.




[SIGNATURE PAGE 11 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	CITIBANK, N.A., CANADIAN BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Sheryl Holmes
	 

	 	 	 	 
	 

	 	Name:
	 	Sheryl Holmes
	 

	 	Title:
	 	Authorized Signer






 









 






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.




[SIGNATURE PAGE 12 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	CITIZENS BANK OF PENNSYLVANIA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Gillig
	 

	 	 	 	 
	 

	 	Name:
	 	Michael J. Gillig
	 

	 	Title:
	 	Vice President






 









 






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.




[SIGNATURE PAGE 13 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	COMMERZBANK AG, NEW YORK AND 
GRAND CAYMAN BRANCHES
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert S. Taylor
	 

	 	 	 	 
	 

	 	Name:
	 	Robert S. Taylor
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Barbara Peters
	 

	 	 	 	 
	 

	 	Name:
	 	Barbara Peters
	 

	 	Title:
	 	Assistant Vice President






 









 






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.




[SIGNATURE PAGE 14 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard C. Hampson
	 

	 	 	 	 
	 

	 	Name:
	 	Richard C. Hampson
	 

	 	Title:
	 	Vice President






 









 






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.




[SIGNATURE PAGE 15 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	FIFTH THIRD BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jim Janovsky
	 

	 	 	 	 
	 

	 	Name:
	 	Jim Janovsky
	 

	 	Title:
	 	Vice President






 









 






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.




[SIGNATURE PAGE 16 OF 16 TO



THIRD AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	COBANK, ACB
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Tousignant
	 

	 	 	 	 
	 

	 	Name:
	 	Michael Tousignant
	 

	 	Title:
	 	VP