Common use of GLATFELTER COMPANY Clause in Contracts

GLATFELTER COMPANY. By: ------------------------------------- Name: Title: PHG TEA LEAVES, INC. By: ------------------------------------- Name: Title: PAPIERFABRIK SCHOELLER & HOESCH GMBH & CO. KG By: S&H Verwaltungsgesellschaft mbH, its General Partner By: ------------------------------------- Name: Title: S&H VERWALTUNGSGESELLSCHAFT MBH By: ------------------------------------- Name: Title: XXXXXXXXXX-UK, LTD. By: ------------------------------------- Name: Title: MOLLANVICK, INC. By: ------------------------------------- Name: Title: EXHIBIT 1.1(S) FORM OF SWING LOAN NOTE $20,000,000.00 Pittsburgh, Pennsylvania ______________, ________ FOR VALUE RECEIVED, the undersigned, P. H. GLATFELTER COMPANY, a Pennsylvania corporation, and the other Borrowers signatory hereto (collectively, the "Borrowers"), jointly and severally, hereby unconditionally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the "Bank"), the lesser of (i) the principal sum of TWENTY MILLION DOLLARS (US$20,000,000.00), and (ii) the aggregate unpaid principal balance of all Swing Loans made by the Bank to the Borrowers pursuant to Section 2.5.2 of the Credit Agreement, dated as of April 3, 2006, among the Borrowers, the Guarantors now or hereafter party thereto, the Banks now or hereafter party thereto, and PNC Bank, National Association, as agent for the Banks (hereinafter referred to in such capacity as the "Agent") (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), payable with respect to each Swing Loan evidenced hereby on the earlier of (i) demand by the Bank or (ii) by 11:00 a.m. Pittsburgh time on the Expiration Date, or at such other time specified in the Credit Agreement. The Borrowers shall pay interest on the unpaid principal balance of each Swing Loan from time to time outstanding hereunder from the date hereof at the rate per annum and on the date(s) provided in the Credit Agreement. Upon the occurrence and during the continuation of an Event of Default, the Borrowers shall pay interest on the entire principal amount of the then outstanding Swing Loans evidenced by this Note at a rate per annum as set forth in the Credit Agreement. Such interest will accrue before and after any judgment has been entered. Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Agent located at PNC Firstside Center, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, XX 00000, Attn: Xxxx Xxxxx, Assistant Vice President, unless otherwise directed in writing by the holder hereof, in lawful money of the United States of America in immediately available funds. This Note is the Swing Loan Note referred to in, and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties, covenants or conditions contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances, on demand or otherwise, on account of principal hereof prior to maturity upon the terms and conditions therein specified. All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement. The Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Credit Agreement. The Borrowers acknowledge and agree that the Bank may at any time and in its sole discretion demand payment of all amounts outstanding under this Note without prior notice to the Borrowers. This Note shall bind the Borrowers and their respective successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns. All references herein to the "Borrowers" and the "Bank" shall be deemed to apply to the Borrowers and the Bank, respectively, and their respective successors and assigns. This Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to its conflict of laws principles. The Borrowers acknowledge and agree that a telecopy transmission to Agent or any Bank of signature pages hereof purporting to be signed on behalf of Borrowers shall constitute effective and binding execution and delivery hereof by Borrowers.

GLATFELTER COMPANY. By: ------------------------------------- Name: Title: PHG TEA LEAVES, INC. By: ------------------------------------- Name: Title: PAPIERFABRIK SCHOELLER & HOESCH GMBH & CO. KG By: S&H Verwaltungsgesellschaft mbH, its General Partner By: ------------------------------------- Name: Title: S&H VERWALTUNGSGESELLSCHAFT MBH By: ------------------------------------- Name: Title: XXXXXXXXXX-UK, LTD. LTD By: ------------------------------------- Name: Title: MOLLANVICK, INC. By: ------------------------------------- Name: Title: EXHIBIT 1.1(S) 2.4 FORM OF SWING LOAN NOTE $20,000,000.00 PittsburghREQUEST Date: TO: PNC Bank, Pennsylvania National Association, as Agent PNC Firstside Center 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxx, XX 00000 Telephone No.: (000)000-0000 Telecopier No.: (000)000-0000 Attention: Xxxx Xxxxx FROM: ______________, ____________________ FOR VALUE RECEIVEDRE: Credit Agreement (as it may be amended, the undersignedrestated, P. H. GLATFELTER COMPANY, a Pennsylvania corporation, and the other Borrowers signatory hereto (collectivelymodified or supplemented, the "BorrowersAgreement"), jointly and severally, hereby unconditionally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the "Bank"), the lesser of (i) the principal sum of TWENTY MILLION DOLLARS (US$20,000,000.00), and (ii) the aggregate unpaid principal balance of all Swing Loans made by the Bank to the Borrowers pursuant to Section 2.5.2 of the Credit Agreement, dated as of April 3, 20062006 by and among P. H. Glatfelter Company, among the other Borrowers party thereto (collectively, "Borrowers"), the Guarantors now or hereafter party thereto, the Banks now or hereafter party thereto, thereto and PNC Bank, National Association, as agent Agent for the Banks (hereinafter referred to in such capacity as the "Agent") (as amended, restated, supplemented, or Capitalized terms not otherwise modified from time defined herein shall have the respective meanings ascribed to timethem by the Agreement. A. Pursuant to Section [2.4] [4.2] of the Agreement, the "undersigned Borrower irrevocably requests [check one line under 1(a) below and fill in blank space next to the line as appropriate]: (a) [ ] A new Revolving Credit Agreement"), payable with respect to each Loan OR [ ] A new Swing Loan evidenced hereby OR [ ] Renewal of the Euro-Rate Option applicable to an outstanding ______________ [specify type of Loan -- Revolving Credit Loan or Term Loan], originally made on _____________________,________ OR [ ] Conversion of the earlier Base Rate Option applicable to an outstanding _____________ [specify type of (i) demand by Loan -- Revolving Credit Loan or Term Loan], originally made on __________ to a Loan to which the Bank or (ii) by 11:00 a.m. Pittsburgh time on the Expiration DateEuro-Rate Option applies, or at such other time specified in the Credit Agreement. The Borrowers shall pay interest on the unpaid principal balance of each Swing Loan from time to time outstanding hereunder from the date hereof at the rate per annum and on the date(s) provided in the Credit Agreement. Upon the occurrence and during the continuation of an Event of Default, the Borrowers shall pay interest on the entire principal OR amount of the then outstanding Swing such Optional Currency to be renewed is ________________________. [(1) Revolving Credit Loans evidenced by this Note at a rate per annum as set forth in the Credit Agreement. Such interest will accrue before and after any judgment has been entered. Subject under Section 2.4 not to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Agent located at PNC Firstside Center, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, XX 00000, Attn: Xxxx Xxxxx, Assistant Vice President, unless otherwise directed in writing by the holder hereof, in lawful money of the United States of America in immediately available funds. This Note is the Swing Loan Note referred to in, and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties, covenants or conditions contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances, on demand or otherwise, on account of principal hereof prior to maturity upon the terms and conditions therein specified. All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement. The Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Credit Agreement. The Borrowers acknowledge and agree that the Bank may at any time less than $2,000,000.00 and in its sole discretion demand payment increments of all amounts outstanding under this Note without prior notice $100,000.00 if in excess thereof for each Borrowing Tranche to which the Borrowers. This Note shall bind Euro-Rate Option applies and not less than the Borrowers and their respective successors and assigns, and lesser of $2,000,000.00 or the benefits hereof shall inure maximum amount available for each Borrowing Tranche to which the benefit of the Bank and its successors and assigns. All references herein to the "Borrowers" and the "Bank" shall be deemed to apply to the Borrowers and the Bank, respectively, and their respective successors and assigns. This Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to its conflict of laws principles. The Borrowers acknowledge and agree that a telecopy transmission to Agent or any Bank of signature pages hereof purporting to be signed on behalf of Borrowers shall constitute effective and binding execution and delivery hereof by Borrowers.Base Rate Option applies]

GLATFELTER COMPANY. By: ------------------------------------- Name: Title: PHG TEA LEAVES, INC. By: ------------------------------------- Name: Title: PAPIERFABRIK SCHOELLER & HOESCH GMBH & CO. KG By: S&H Verwaltungsgesellschaft mbH, its General Partner By: ------------------------------------- Name: Title: S&H VERWALTUNGSGESELLSCHAFT MBH By: ------------------------------------- Name: Title: XXXXXXXXXX-UK, LTD. By: ------------------------------------- Name: Title: MOLLANVICK, INC. By: ------------------------------------- Name: Title: EXHIBIT 1.1(S1.1 (T) FORM OF SWING LOAN TERM NOTE $20,000,000.00 __________________ Pittsburgh, Pennsylvania ______________, ________ FOR VALUE RECEIVED, the undersigned, undersigned P. H. GLATFELTER COMPANY, a Pennsylvania corporation, and the other Borrowers signatory hereto (collectively, the "Borrowers"), jointly and severally, hereby unconditionally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the of__________________________________________________________________________(the "Bank"), the lesser of (i) the principal sum of TWENTY MILLION DOLLARS of_________________________________________Dollars (US$20,000,000.00______________________________________), which shall be payable as and (ii) the aggregate unpaid principal balance of all Swing Loans made when required by the Bank to the Borrowers pursuant to Section 2.5.2 of the Credit Agreement, dated as of and, in any event, in full on April 32, 2006, among 2011. The Borrowers shall pay interest on the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the Borrowers in the Credit Agreement between the Borrowers, the Guarantors now or hereafter party thereto, the Banks now or hereafter party thereto, thereto and PNC BankBANK, National AssociationNATIONAL ASSOCIATION, as agent for the Banks (hereinafter referred to in such capacity as the "Agent") and the Bank dated as of April 3, 2006 (as amended, restated, modified or supplemented, or otherwise modified from time to time, the "Credit Agreement"), payable with respect to each Swing Loan evidenced hereby on the earlier of (i) demand by the Bank or (ii) by 11:00 a.m. Pittsburgh time on the Expiration Date, or at such other time specified in the Credit Agreement. The Borrowers shall pay interest on the unpaid principal balance of each Swing Loan from time to time outstanding hereunder from the date hereof at the rate per annum and on the date(s) provided in the Credit Agreement. Upon the occurrence and during the continuation of an Event of Default, the Borrowers shall pay interest on the entire principal amount of the then outstanding Swing Loans evidenced by this Note at a rate per annum as set forth in the Credit Agreement. Such interest will accrue before and after any judgment has been entered. Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Agent located at PNC Firstside Center, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, XX 00000, Attn: Xxxx Xxxxx, Assistant Vice President, unless otherwise directed in writing by the holder hereof, in lawful money of the United States of America in immediately available funds. This Note is the Swing Loan Note referred to in, and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties, covenants or conditions contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances, on demand or otherwise, on account of principal hereof prior to maturity upon the terms and conditions therein specified. All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement. The Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Credit Agreement. The Borrowers acknowledge and agree that the Bank may at any time and in its sole discretion demand payment of all amounts outstanding under this Note without prior notice to the Borrowers. This Note shall bind the Borrowers and their respective successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns. All references herein to the "Borrowers" and the "Bank" shall be deemed to apply to the Borrowers and the Bank, respectively, and their respective successors and assigns. This Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to its conflict of laws principles. The Borrowers acknowledge and agree that a telecopy transmission to Agent or any Bank of signature pages hereof purporting to be signed on behalf of Borrowers shall constitute effective and binding execution and delivery hereof by Borrowers.

GLATFELTER COMPANY. By: ------------------------------------- ------------------------------------ Name: Title: PHG TEA LEAVES, INC. By: ------------------------------------- ------------------------------------ Name: Title: PAPIERFABRIK SCHOELLER & HOESCH GLATFELTER GERNSBACH GMBH & CO. KG By: S&H Glatfelter Verwaltungsgesellschaft mbH, its General Partner By: ------------------------------------- ------------------------------------ Name: Title: S&H GLATFELTER VERWALTUNGSGESELLSCHAFT MBH By: ------------------------------------- ------------------------------------ Name: Title: XXXXXXXXXX-UKGLATFELTER LYDNEY, LTD. By: ------------------------------------- ------------------------------------ Name: Title: MOLLANVICK, INC. By: ------------------------------------- ------------------------------------ Name: Title: GLATFELTER XXXXXXXXXXX GMBH By: ------------------------------------ Name: Title: GLATFELTER XXXXXXXXXXX HOLDING GMBH By: ------------------------------------ Name: Title: GLATFELTER CANADA INC. By: ------------------------------------ Name: Title: GLATFELTER GATINEAU LTEE By: ------------------------------------ Name: Title: GLATFELTER CAERPHILLY LTD. By: ------------------------------------ Name: Title: EXHIBIT 1.1(S) 2.4 FORM OF SWING LOAN NOTE $20,000,000.00 PittsburghREQUEST Date: _________ TO: PNC Bank, Pennsylvania National Association, as Administrative Agent PNC Firstside Center 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Xxxx Xxxxx FROM: ______________, ____________ FOR VALUE RECEIVEDRE: Credit Agreement (as it may be amended, restated, modified or supplemented, the undersigned"Agreement") dated as of April __, 2010 by and among P. H. GLATFELTER COMPANYGlatfelter Company, a Pennsylvania corporation, and the other Borrowers signatory hereto party thereto (collectively, the "Borrowers"), jointly and severally, hereby unconditionally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the "Bank"), the lesser of (i) the principal sum of TWENTY MILLION DOLLARS (US$20,000,000.00), and (ii) the aggregate unpaid principal balance of all Swing Loans made by the Bank to the Borrowers pursuant to Section 2.5.2 of the Credit Agreement, dated as of April 3, 2006, among the Borrowers, the Guarantors now or hereafter party thereto, the Banks now or hereafter Lenders party thereto, thereto and PNC Bank, National Association, as agent Administrative Agent for the Banks Lenders (hereinafter referred to in such capacity as the "Administrative Agent") (as amended, restated, supplemented, or Capitalized terms not otherwise modified from time defined herein shall have the respective meanings ascribed to timethem by the Agreement. A. Pursuant to Section [2.4] [3.2] of the Agreement, the "undersigned [Borrower] [Borrower Agent] irrevocably requests [check one line under 1(a) below and fill in blank space next to the line as appropriate]: (a) A new Revolving Credit Agreement"), payable with respect to each Loan OR __ A new Swing Loan evidenced hereby OR __ Renewal of the Euro-Rate Option applicable to an outstanding Revolving Credit Loan, originally made on __________ __, ____ OR __ Conversion of the earlier Base Rate Option applicable to an outstanding Revolving Credit Loan, originally made on _____________ to a Revolving Credit Loan to which the Euro-Rate Option applies, OR __ Conversion of the Euro-Rate Option applicable to an outstanding Revolving Credit Loan originally made on __________ __, ____ to a Revolving Credit Loan to which the Base Rate Option applies. SUCH NEW, RENEWED OR CONVERTED LOAN SHALL BEAR INTEREST: [Check one line under 1(b) below and fill in blank spaces in line next to line]: (b) (i) demand __ Under the Base Rate Option. Such Loan shall have a Borrowing Date of __________, ___ (which date shall be (i) one (1) Business Day subsequent to the Business Day of receipt by the Bank Administrative Agent by 10:00 a.m. of this Loan Request for making a new Revolving Credit Loan to which the Base Rate Option applies, or (ii) by 11:00 a.m. Pittsburgh time on the Expiration Date, or at such other time specified in the Credit Agreement. The Borrowers shall pay interest on the unpaid principal balance of each Swing Loan from time to time outstanding hereunder from the date hereof at the rate per annum and on the date(s) provided in the Credit Agreement. Upon the occurrence and during the continuation of an Event of Default, the Borrowers shall pay interest on the entire principal amount last day of the then outstanding Swing Loans evidenced by this Note at preceding Interest Period under the Euro-Rate Option if a rate per annum as set forth in Loan to which the Credit AgreementEuro-Rate Option applies is being converted to a Loan to which the Base Rate Option applies). Such interest will accrue before and after any judgment has been entered. Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Agent located at PNC Firstside Center, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, XX 00000, Attn: Xxxx Xxxxx, Assistant Vice President, unless otherwise directed in writing by the holder hereof, in lawful money of the United States of America in immediately available funds. This Note is the Swing Loan Note referred to in, and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties, covenants or conditions contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances, on demand or otherwise, on account of principal hereof prior to maturity upon the terms and conditions therein specified. All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement. The Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Credit Agreement. The Borrowers acknowledge and agree that the Bank may at any time and in its sole discretion demand payment of all amounts outstanding under this Note without prior notice to the Borrowers. This Note shall bind the Borrowers and their respective successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns. All references herein to the "Borrowers" and the "Bank" shall be deemed to apply to the Borrowers and the Bank, respectively, and their respective successors and assigns. This Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to its conflict of laws principles. The Borrowers acknowledge and agree that a telecopy transmission to Agent or any Bank of signature pages hereof purporting to be signed on behalf of Borrowers shall constitute effective and binding execution and delivery hereof by Borrowers.OR