exv10w2



 







Exhibit 10.2




SECOND AMENDMENT TO CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of December 22, 2006, by
and among P.H. GLATFELTER COMPANY, a Pennsylvania corporation (the
“Company”), on behalf of
itself and 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 (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:



          “Consolidated
EBITDA shall mean as of the end of any fiscal quarter: (i) EBITDA of the
Company and its Subsidiaries for the immediately preceding four fiscal quarters, plus (ii) the
aggregate gain on sale of all timberland properties (as determined in accordance with GAAP) (A)
made within the eight immediately preceding fiscal quarters and multiplied by one-half (1/2) if
Consolidated EBITDA is being calculated for any fiscal quarter through and including the fiscal
quarter ending June 30, 2008 and (B) made within the four immediately preceding fiscal quarters if
Consolidated EBITDA is being calculated for any fiscal quarter ending after June 30, 2008, in each
case 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 EBITDA of the Company and its Subsidiaries for the immediately preceding four
fiscal quarters.”




          “Consolidated
Total Debt shall mean all long and short term Indebtedness (but
excluding SunTrust Indebtedness described in Section 8.2.1(ix) and Permitted Timber Installment
Sale Indebtedness described in Section 8.2.1(x)).”




          “EBITDA
shall mean, for any period and any Person, net income (excluding extraordinary
gains and losses, gains and losses on sales of assets and non-cash pension income) plus income tax
expense, interest expense (excluding Timber Installment Sale Interest Expense), depreciation,
amortization expense and any Permitted EBITDA Add Backs (if EBITDA is being computed for the
Company) of such Person.”




 









 










          “Interest
Period shall mean the period of time selected by the Borrowers in connection
with (and to apply to) any election permitted hereunder by the Borrowers to have Revolving Credit
Loans or Term Loans bear interest under the Euro-Rate Option. Subject to the last sentence of this
definition, such period shall be (A) (i) one or two Months if Borrowers select the Euro-Rate Option
during the Syndications Period, and (ii) one, two, three or six Months if the Borrowers select the
Euro-Rate Option after the Syndications Period has ended, and (B) one or two Months with respect to
any Loans made in any Optional Currency. Such Interest Period shall commence on the effective date
of such Interest Rate Option, which shall be (i) the Borrowing Date if the Borrowers are requesting
new Loans, or (ii) the date of renewal of or conversion to the Euro-Rate Option if the Borrowers
are renewing or converting to the Euro-Rate Option applicable to outstanding Loans.
Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a
date which is not a Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, and (B) the Borrowers shall not select, convert to or renew an
Interest Period for any portion of the Loans that would end after the Expiration Date.”




     “Material
Sale of Assets Excluding TISs shall mean: (i) any sales or other
dispositions of timberland of the Loan Parties (other than a Permitted Timber Installment Sale)
when the aggregate amount of such proceeds from such sales or dispositions equals or exceeds
$2,000,000 (the “Material Sale Threshold”) and each time subsequent sales or dispositions are made
after such time as the Material Sale Threshold is reached, such subsequent sales or dispositions
shall constitute a “Material Sale of Assets Excluding TISs” when the aggregate amount of proceeds
from such subsequent sales or dispositions again equals or exceeds the Material Sale Threshold,
(ii) any sale or other disposition of any other assets (other than timberland) of the Loan Parties
sold pursuant to Section 8.2.7(vi) if the proceeds of such sale or other disposition shall exceed
$2,000,000, or (iii) any sale or other disposition of any assets of the Loan Parties sold pursuant
to Section 8.2.7(vii).”



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



     “Permitted
Timber Installment Sale shall have the meaning assigned to such term in
Section 8.2.1(x).”



     “Permitted
Timber Installment Sale Indebtedness shall have the meaning assigned to
such term in Section 8.2.1(x).”



     “Timber
Installment Sale Interest Expense shall mean, for any period of the Company
and its Subsidiaries, interest expense arising pursuant to Permitted Timber Installment Sale
Indebtedness or SunTrust Indebtedness (as determined and consolidated in accordance with GAAP).”



2.
Amendment of Section 1.3 [Accounting Principles] of the Credit Agreement.




     Section 1.3 of the Credit Agreement is hereby amended and restated to read as follows:



     “1.3
Accounting Principles.



 









 





     Except as otherwise provided in this Agreement, all computations and determinations as to
accounting or financial matters and all financial statements to be delivered pursuant to this
Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation
where appropriate), and all accounting or financial terms shall have the meanings ascribed to such
terms by GAAP; provided, however, that all accounting terms used in Sections
8.2.15, 8.2.16 and 8.2.17 (and all defined terms used in the definition of any accounting term used
in Sections 8.2.15, 8.2.16 and 8.2.17 shall have the meaning given to such terms (and defined
terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in
preparing the Annual Statements referred to in Section 6.1.8(i) . In the event of any change after
the date hereof in GAAP, and if such change would result in the inability to determine compliance
with the financial covenants set forth in Sections 8.2.15, 8.2.16 and 8.2.17 based upon the
Company’s regularly prepared financial statements by reason of the preceding sentence, then the
parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that
would adjust such financial covenants in a manner that would not affect the substance thereof, but
would allow compliance therewith to be determined in accordance with the Company’s financial
statements at that time; provided, further, that for purposes of the calculation of the
financial covenants in Sections 8.2.15, 8.2.16 and 8.2.17, the adjustments to income and expense of
the Loan Parties (and any other adjustments) resulting from the promulgation of Statement of
Financial Accounting Standards (“SFAS”) No. 158 shall be disregarded.”



3.
Amendment of Section 5.5.1.1 [Sale of Assets] of the Credit Agreement.




     Section 5.5.1.1
of the Credit Agreement is hereby amended and restated to read as follows:



     “5.5.1.1 Sale of Assets.



     Within (a) five (5) Business Days of any Material Sale of Assets Excluding TISs and (b) sixty
(60) calendar days of any Permitted Timber Installment Sale, the Borrowers shall make a mandatory
prepayment of principal on the Term Loans equal to the applicable percentage (as reflected on
Schedule 5.5.1) of the after-tax proceeds received or receivable (if not yet received) in
connection with such Material Sale of Assets Excluding TISs or such Permitted Timber Installment
Sale, as applicable (in each case as estimated in good faith by the Borrower), together with
accrued interest on such principal amount.”



4.
Amendment of Section 8.2.1 [Indebtedness] of the Credit Agreement.




     Subsections (x) and (xiii) of Section 8.2.1 [Indebtedness] of the Credit Agreement are hereby
amended and restated to read as follows:



          “(x) Indebtedness (“Permitted Timber Installment Sale Indebtedness”) which is (a) incurred in
connection with an installment sale of timber (a “Permitted Timber Installment Sale”), (b)
structured similarly to the SunTrust Indebtedness and used for similar purposes, and(c) upon terms
and documentation which has been reviewed and approved by the Agent;
provided that the
terms and conditions contained in the agreements evidencing such Indebtedness shall not be
subsequently modified after the closing date thereof without the consent of the Agent.”




 









 








          “(xiii) Other unsecured Indebtedness in an amount not to exceed $30,000,000 outstanding at any
time.”




     The remainder of Section 8.2.1 [Indebtedness] remains unchanged hereby.



5.
Amendment of Section 8.2.4 [Loans and Investments] of the Credit Agreement.




     A new subsection (ix) is hereby added to Section 8.2.4 [Loans and Investments] of the Credit
Agreement immediately after subsection (viii) thereof to read as follows:



          “(ix) loans to (A) purchasers under a Permitted Timber Installment Sale to finance the
purchase price thereof and (B) Sustainable Conservation, Inc. made prior to the Closing Date to
finance the purchase of timberlands pursuant to an installment sale of timberlands transaction,
which occurred in connection with the SunTrust Indebtedness.”




     The remainder of Section 8.2.4 [Loans and Investments] remains unchanged hereby.


6. Amendment of Section 8.2.7 [Dispositions of Assets or Subsidiaries] of the Credit
Agreement.




     Subsection (iii) of Section 8.2.7 [Dispositions of Assets or Subsidiaries] of the Credit
Agreement is hereby amended and restated to read as follows:



     “(iii) any sale, transfer or lease of assets by (a) one Loan Party to another Loan Party or
(b) any Subsidiary of a Loan Party which is not itself a Loan Party to a Loan Party or a Subsidiary
of a Loan Party.”



     The remainder of Section 8.2.7 [Dispositions of Assets or Subsidiaries] remains unchanged
hereby.


7.
Amendment of Section 8.2.17 [Minimum Interest Coverage Ratio] of the Credit Agreement.




     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 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.”


8.
Conditions to the Effectiveness of this Amendment.




     This Amendment shall be effective upon when (a) it has been signed and delivered by the
Company, the Required Banks and the Agent, (b) the Intercompany Subordination Agreement
substantially in the form of Exhibit A hereto has been signed and delivered by each of the
Loan



 









 







Parties and (c) the representations and warranties of the Loan Parties in Section 6 hereof
shall be true and correct.


9.
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.


10.
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.


11.
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.


12.
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 10.2




[SIGNATURE PAGE 1 OF 16 TO



SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	BORROWERS:
	 
	 	 	 	 
	 	 	P.H. GLATFELTER COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John P. Jacunski
	 

	 	 	 	 
	 

	 	Name:
	 	John P. Jacunski
	 

	 	Title:
	 	Senior Vice President and CFO
	 
	 	 	 	 
	 	 	PHG TEA LEAVES, INC.
	 
	 	 	 	 
	 

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

	 	 	 	 
	 

	 	Name:
	 	George B. Amoss, Jr.
	 

	 	Title:
	 	President
	 
	 	 	 	 
	 	 	PAPIERFABRIK SCHOELLER & HOESCH GMBH & CO. KG
	 
	 	 	 	 
	 	 	By: S&H Verwaltungsgesellschaft mbH, its General
Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John P. Jacunski
	 

	 	 	 	 
	 

	 	Name:
	 	John P. Jacunski
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	S&H VERWALTUNGESELLSCHAFT MBH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John P. Jacunski
	 

	 	 	 	 
	 

	 	Name:
	 	John P. Jacunski
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	GLATFELTER-UK, LTD
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey J. Norton
	 

	 	 	 	 
	 

	 	Name:
	 	Jeffrey J. Norton
	 

	 	Title:
	 	Secretary
	 
	 	 	 	 
	 	 	MOLLANVICK, INC.
	 
	 	 	 	 
	 

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

	 	 	 	 
	 

	 	Name:
	 	George B. Amoss, Jr.
	 

	 	Title:
	 	President






 









 






[SIGNATURE PAGE 2 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	 	 	THE GLATFELTER PULP WOOD COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ George H. Glatfelter
	 

	 	 	 	 
	 

	 	Name:
	 	George H. Glatfelter
	 

	 	Title:
	 	Chairman and President
	 
	 	 	 	 
	 	 	GLT INTERNATIONAL FINANCE, LLC
	 
	 	 	 	 
	 

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

	 	 	 	 
	 

	 	Name:
	 	George B. Amoss, Jr.
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 	 	GLENN-WOLFE, INC
	 
	 	 	 	 
	 

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

	 	 	 	 
	 

	 	Name:
	 	George B. Amoss, Jr.
	 

	 	Title:
	 	President
	 
	 	 	 	 
	 	 	GLATFELTER HOLDINGS, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas V. Bosley
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas V. Bosley
	 

	 	Title:
	 	Vice President and General Manager
	 

	 	 	 	Of Glatfelter Pulp Wood Company
	 

	 	 	 	Member of Glatfelter Holdings, LLC
	 
	 	 	 	 
	 	 	GLATFELTER HOLDINGS II, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas V. Bosley
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas V. Bosley
	 

	 	Title:
	 	Vice President and General Manager
	 

	 	 	 	Of Glatfelter Pulp Wood Company
	 

	 	 	 	Member of Glatfelter Holdings II, LLC






 









 






[SIGNATURE PAGE 3 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	BANKS AND AGENT:
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION, 

individually and as
Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Frank A. Pugliese
	 

	 	 	 	 
	 

	 	Name:
	 	Frank A. Pugliese
	 

	 	Title:
	 	Senior Vice President






 









 






[SIGNATURE PAGE 4 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Dodd
	 

	 	 	 	 
	 

	 	Name:
	 	David Dodd
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James Neira
	 

	 	 	 	 
	 

	 	Name:
	 	James Neira
	 

	 	Title:
	 	Associate






 









 






[SIGNATURE PAGE 5 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Philip R. Medsger
	 

	 	 	 	 
	 

	 	Name:
	 	Philip R. Medsger
	 

	 	Title:
	 	First Vice President






 









 






[SIGNATURE PAGE 6 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	MANUFACTURERS AND TRADERS TRUST COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Tracey E. Sawyer-Calhoun
	 

	 	 	 	 
	 

	 	Name:
	 	Tracey E. Sawyer-Calhoun
	 

	 	Title:
	 	Vice President






 









 






[SIGNATURE PAGE 7 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	SUNTRUST BANK
	 
	 	 	 	 
	 

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

	 	 	 	 
	 

	 	Name:
	 	William C. Washburn, Jr.
	 

	 	Title:
	 	Vice President






 









 






[SIGNATURE PAGE 8 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Charles R. Dickerson
	 

	 	 	 	 
	 

	 	Name:
	 	Charles R. Dickerson
	 

	 	Title:
	 	Managing Director






 









 






[SIGNATURE PAGE 9 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	HSBC BANK USA
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 






[SIGNATURE PAGE 10 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	CITIBANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher D. Pannacciulli
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher D. Pannacciulli
	 

	 	Title:
	 	Vice President






 









 






[SIGNATURE PAGE 11 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	CITIBANK, N.A., CANADIAN BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Niyousha Zarinpour
	 

	 	 	 	 
	 

	 	Name:
	 	Niyousha Zarinpour
	 

	 	Title:
	 	Authorized Signer






 









 






[SIGNATURE PAGE 12 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	CITIZENS BANK OF PENNSYLVANIA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Gillig
	 

	 	 	 	 
	 

	 	Name:
	 	Michael J. Gillig
	 

	 	Title:
	 	Vice President






 









 






[SIGNATURE PAGE 13 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Subash R. Viswanathan
	 

	 	 	 	 
	 

	 	Name:
	 	Subash R. Viswanathan
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Barbara Peters
	 

	 	 	 	 
	 

	 	Name:
	 	Barbara Peters
	 

	 	Title:
	 	Assistant Vice President






 









 






[SIGNATURE PAGE 14 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard C. Hampson
	 

	 	 	 	 
	 

	 	Name:
	 	Richard C. Hampson
	 

	 	Title:
	 	Vice President






 









 






[SIGNATURE PAGE 15 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	FIFTH THIRD BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jim Janovsky
	 

	 	 	 	 
	 

	 	Name:
	 	Jim Janovsky
	 

	 	Title:
	 	Vice President






 









 






[SIGNATURE PAGE 16 OF 16 TO

SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	COBANK, ACB
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Pat Schulz
	 

	 	 	 	 
	 

	 	Name:
	 	Pat Schulz
	 

	 	Title:
	 	Assistant Corporate Secretary