exv10w1



 





Exhibit 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated April 25th, 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 (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 8.1.12 [Note Issue] of the Credit Agreement.




     Clause (iii) of Section 8.1.12 [Note Issue] of the Credit Agreement (which reads as follows:
“(iii) the warranties and covenants contained in the agreements governing such Required Note
Refinancing shall not be more restrictive than those contained in this Agreement;”) is hereby
deleted and the words “and (iv)” which follow immediately after such clause (iii) are hereby
amended to read “and (iii)”.



2. Conditions to the Effectiveness of this Amendment.




     This Amendment shall be effective upon when it has been signed by the Company, the Required
Banks and the Agent.



3. 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.



4. 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.



 









 





5. 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 FOLLOWS]




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FIRST AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 
	 	 	P.H. GLATFELTER COMPANY,

FOR ITSELF AND EACH OTHER LOAN PARTY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John C. van Roden, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	John C. van Roden, Jr.
	 

	 	Title:
	 	Executive Vice President & 
Chief Financial Officer






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FIRST 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
	 
	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Dodd      /s/ Mikhail Faybusovich
	 

	 	 	 	 
	 

	 	Name:
	 	David Dodd            Mikhail Faybusovich
	 

	 	Title:
	 	Vice President        Associate
	 
	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Philip R. Medsger
	 

	 	 	 	 
	 

	 	Name:
	 	Philip R. Medsger
	 

	 	Title:
	 	First Vice President
	 
	 	 	 	 
	 	 	MANUFACTURERS AND TRADERS TRUST COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Tracey E. Sawyer Calhoun
	 

	 	 	 	 
	 

	 	Name:
	 	Tracey E. Sawyer Calhoun
	 

	 	Title:
	 	Vice President






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TO FIRST AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	 	SUNTRUST BANK
	 
	 	 	 	 
	 

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

	 	 	 	 
	 

	 	Name:
	 	William C. Washburn, Jr.
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	HSBC BANK USA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Wynelle Farlow
	 

	 	 	 	 
	 

	 	Name:
	 	Wynelle Farlow
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	CITIBANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher Webb
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher Webb
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	CITIBANK, N.A., CANADIAN BRANCH
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





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	 	 	CITIZENS BANK OF PENNSYLVANIA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Gillig
	 

	 	 	 	 
	 

	 	Name:
	 	Michael J. Gillig
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	COMMERZBANK AG, NEW YORK AND 
GRAND CAYMAN BRANCHES
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Stacey Judd
	 

	 	 	 	 
	 

	 	Name:
	 	Stacey Judd
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	FIFTH THIRD BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jim Janovsky
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Jim Janovsky

Vice President
	 
	 	 	 	 
	 	 	COBANK, ACB
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Tousignant
	 

	 	 	 	 
	 

	 	Name:
	 	Michael Tousignant
	 

	 	Title:
	 	Vice President







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