Exhibit 4.3
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P. H. GLATFELTER COMPANY
Issuer
7 1/8% Senior Notes due 2016
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FIRST SUPPLEMENTAL INDENTURE
Dated as of September 22, 2006
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SUNTRUST BANK
Trustee
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FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of September __, 2006, among Glatfelter Holdings, LLC and Glatfelter Holdings
II, LLC, each a Delaware limited liability company (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 SunTrust Bank, as trustee (the "Trustee").
WITNESSETH
WHEREAS, the Company and the Existing Subsidiary Guarantors have
heretofore executed and delivered to the Trustee an indenture dated as of April
28, 2006 (the "Indenture"), providing for the issuance of 7 1/8% Senior Notes
due 2016 (the "Notes");
WHEREAS, pursuant to Section 4.11 of the Indenture, the Company may
not permit any Domestic Restricted Subsidiary to incur any Indebtedness unless
(with exceptions) such Restricted Subsidiary simultaneously executes and
delivers a Subsidiary Guarantee and becomes a Subsidiary Guarantor;
WHEREAS, each Additional Subsidiary Guarantor is a Domestic Restricted
Subsidiary of the Company and intends to guarantee the Company's obligations
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 (i) an Officers' Certificate and (ii) an
Opinion of Counsel, in each case in compliance with and to the effect set forth
in Sections 1.01, 9.06, 11.04 and 11.05.
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
RATIFICATION; 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.
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.
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/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President, General
Counsel & Secretary
PHG TEA LEAVES, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Treasurer
MOLLANVICK, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Treasurer
THE GLATFELTER PULP WOOD COMPANY
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Treasurer
GLT INTERNATIONAL FINANCE, LLC
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Treasurer
XXXXX-XXXXX, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Treasurer
GLATFELTER HOLDINGS, LLC
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Treasurer
GLATFELTER HOLDINGS II, LLC
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Treasurer
SUNTRUST BANK, as Trustee
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Vice President
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SCHEDULE I
EXISTING SUBSIDIARY GUARANTORS
PHG Tea Leaves, Inc.
Mollanvick, Inc.
The Glatfelter Pulp Wood Company
GLT International Finance, LLC
Xxxxx-Xxxxx, Inc.
