EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
  

 
 P. H. GLATFELTER COMPANY 

Issuer 
 5.375% Senior Notes due
2020 
  
  

FIRST SUPPLEMENTAL INDENTURE 

Dated as of October 27, 2015 
  

 
 U.S. BANK
NATIONAL ASSOCIATION 
 Trustee 
  

 
 FIRST SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of October 27, 2015, among Glatfelter Advanced Materials N.A., Inc. and Glatfelter Composite Fibers NA, Inc., each a Delaware corporation (the “Additional Subsidiary
Guarantors”), the entities listed on Schedule I hereto (collectively, the “Existing Subsidiary Guarantors”), P. H. Glatfelter Company, a Pennsylvania corporation (the “Company”), and U.S. Bank National
Association, as trustee (the “Trustee”). 
 WITNESSETH 

WHEREAS, the Company, the Existing Subsidiary Guarantors and the Trustee are parties to an indenture dated as of October 3, 2012
(the “Indenture”), providing for the issuance of 5.375% Senior Notes due 2020 (the “Notes”); 
 WHEREAS, each
Additional Subsidiary Guarantor desires to become a Subsidiary Guarantor under the Indenture; 
 WHEREAS, pursuant to
Section 9.01 of the Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture without notice to or consent of any Noteholder to, among other things, add Subsidiary Guarantees and; 

WHEREAS, the Company has heretofore delivered or is delivering contemporaneously to the Trustee an Officers’ Certificate and an
Opinion of Counsel. 







 NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree, for the equal and proportionate benefit of all Noteholders, as follows: 

ARTICLE ONE 

Ratifications; Definitions 

SECTION 1.01. First Supplemental Indenture. This Supplemental Indenture is supplemental to, and is entered into in accordance with
Section 9.01 of the Indenture, and except as modified, amended and supplemented by this Supplemental Indenture, the provisions of the Indenture are in all respects ratified and confirmed and shall remain in full force and effect; and 

SECTION 1.02. Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 ARTICLE TWO 

Additional Subsidiary Guarantors 

SECTION 2.01. Guarantee. Each Additional Subsidiary Guarantor hereby expressly assumes the obligations of, and otherwise agrees to
perform all of the duties of, a Subsidiary Guarantor (in addition to any other Subsidiary Guarantors) under the Indenture, subject to the terms and conditions thereof, with the same effect as if such Additional Subsidiary Guarantor had been named as
a Subsidiary Guarantor therein as of the date this Supplemental Indenture is executed and delivered. 
 ARTICLE THREE 

Miscellaneous 
 SECTION
3.01. Successors and Assigns. This Supplemental Indenture shall be binding upon each Additional Subsidiary Guarantor and its successors and assigns and shall enure to the benefit of the successors and assigns of the Trustee and the Holders
and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in the Indenture, this Supplemental Indenture and the Notes shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions of this Supplemental Indenture and the Indenture. 
 SECTION 3.02.
Multiple Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental
Indenture. 
 SECTION 3.03. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the
laws of the State of New York. 

  
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 SECTION 3.04. Effective Date. This Supplemental Indenture shall become effective upon
execution and delivery hereof. 
 SECTION 3.05. Incorporation into Indenture. All provisions of this Supplemental Indenture shall be
deemed to be incorporated in, and made part of, the Indenture; and the Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. 

SECTION 3.06. Acceptance. The Trustee accepts the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the
same upon the terms and conditions set forth therein as so supplemented. 
 SECTION 3.07. Severability. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 3.08. Table of Contents; Headings. The headings of the Articles and Sections of this Supplemental Indenture have been inserted
for convenience of reference only, are not intended to be considered part hereof and shall not modify or restrict any of the terms or provisions hereof. 

* * * 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first written above. 
  

			
	 P. H. GLATFELTER COMPANY



 
			
		
	 By:
	 	 /s/    Ramesh Shettigar    



 
			
	 Name:
	 	 Ramesh Shettigar



 
			
	 Title:
	 	 VP, Treasurer



 
			
	
	 PHG TEA LEAVES, INC.



 
			
		
	 By:
	 	 /s/    Gregory L. Barta    



 
			
	 Name:
	 	 Gregory L. Barta



 
			
	 Title:
	 	 President



 
			
	
	 MOLLANVICK, INC.



 
			
		
	 By:
	 	 /s/    Gregory L. Barta    



 
			
	 Name:
	 	 Gregory L. Barta



 
			
	Title:	 	 President



 
			
	
	 GLATFELTER HOLDINGS LLC



 
			
		
	 By:
	 	 /s/    Gregory L. Barta    



 
			
	 Name:
	 	 Gregory L. Barta



 
			
	 Title:
	 	 Treasurer



 
			
	
	GLATFELTER ADVANCED MATERIALS N.A., INC.


 
			
		
	 By:
	 	 /s/    Christopher W. Astley    



 
			
	 Name:
	 	 Christopher W. Astley



 
			
	 Title:
	 	 President



 
			
	
	 GLATFELTER COMPOSITE FIBERS NA, INC.



 
			
		
	 By:
	 	 /s/    Ramesh Shettigar    



 
			
	 Name:
	 	 Ramesh Shettigar



 
			
	 Title:
	 	 Vice President



 [Signature Page to First Supplemental Indenture] 







 
			
	U.S. BANK NATIONAL ASSOCIATION, as Trustee


 
			
		
	 By:
	 	 /s/    Patricia A. Welling  



 
			
	 Name:
	 	 Patricia A. Welling



 
			
	 Title:
	 	 Vice President



 [Signature Page to First Supplemental Indenture] 







 SCHEDULE I 

EXISTING SUBSIDIARY GUARANTORS 
 PHG Tea
Leaves, Inc. 
 Mollanvick, Inc. 
 Glatfelter Holdings LLC

 Schedule I to First Supplemental Indenture