Currency Swap Agreement between S & H Verwaltungs-gesellschaft mbH and PNC Bank, National Association (June 20, 2002)
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This agreement is between S & H Verwaltungs-gesellschaft mbH and PNC Bank, National Association, confirming a cross-currency interest rate swap. Under the agreement, both parties exchange principal amounts in euros and U.S. dollars at the start and end of the term, and make periodic interest payments based on floating rates in their respective currencies. The agreement is subject to the terms of an ISDA Master Agreement, which S & H must execute by August 24, 2002. Failure to do so allows PNC to terminate the transaction. The swap runs from June 24, 2002, to June 26, 2006.
EX-10.2 4 w63173exv10w2.txt CURRENCY SWAP AGREEMENT EXHIBIT 10.2 June 20, 2002 S & H Verwaltungs-gesellschaft mbH c/o P.H. Glatfelter Company 96 South George St., Suite 500 York, PA 17401 USA Attn: Mr. Jack Anke Phone no.: 717 ###-###-#### Fax no: 717 ###-###-#### Subject: CONFIRMATION OF TRANSACTION DATED AS OF JUNE 20, 2002 BETWEEN S & H VERWALTUNGS-GESELLSCHAFT MBH ("S & H") AND PNC BANK, NATIONAL ASSOCIATION ("PNC") Dear Mr. Anke: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction (the "Transaction") entered into between S & H Verwaltungs-gesellschaft mbH ("S & H") and PNC Bank, National Association ("PNC") on the Trade Date specified below. This letter constitutes a "Confirmation" as referred to in the ISDA Master Agreement (the "Master Agreement") specified below. 1. The definitions and provisions contained in the 1991 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) and any addenda or revisions thereto, are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. 2. If S & H and PNC are parties to an ISDA Master Agreement that sets forth the general terms and conditions applicable to transactions between S & H and PNC (a "Master Agreement"), this Confirmation supplements, forms a part of, and is subject to, such Master Agreement. If S & H and PNC are not yet parties to a Master Agreement, this Confirmation will supplement, form a part of, and be subject to, a Master Agreement upon its execution by S & H and PNC. All provisions contained or incorporated by reference in such Master Agreement shall govern this Confirmation, except as modified expressly below. In addition, if a Master Agreement has not been executed, this Confirmation will itself evidence a complete binding agreement between S & H and PNC as to the terms and conditions of the Transaction to which this Confirmation relates. 3. Each party represents and warrants to agree with the other party as follows: (a) Such party is fully informed of and capable of evaluating, and has evaluated, the potential financial benefits and risks, the tax and accounting implications, the appropriateness in light of its individual financial circumstances, business affairs, and risk management capabilities, and the conformity to its policies and objectives, of this Transaction. (b) Such party has entered into this Transaction in reliance only upon its own judgment. Neither party holds itself out as advising, or any of its employees or agents as having the authority to advise, the other party as to whether or not it should enter into this Transaction, and neither party shall have any liability whatsoever in respect of any advice of such nature given, or views expressed, by it or any such persons to the other party, whether or not such advice is given or such views are expressed at the request of the other party. (c) Such party has entered into this Transaction for purposes of hedging and not for the purpose of speculation. June 20, 2002 Page 2 (d) S & H hereby agrees that it shall deliver to PNC prior to August 24, 2002: (I) an ISDA Master Agreement and related Schedule with PNC in form and substance acceptable to PNC (collectively, the "ISDA Agreement"), and (ii) certain security and/or guaranty agreements, in form and substance acceptable to PNC, which shall secure this Transaction and ISDA agreement on a first priority, pari passu basis with other credit obligations entered into or to be entered into between S & H and PNC. Failure to execute and deliver the ISDA Agreement by August 24, 2002 shall constitute and Additional Termination Event under ISDA Agreement (whether or not executed as of such date), and PNC shall have all rights and remedies with respect to such Termination Event as provided in the ISDA Agreement, including, without limitation, the right to terminate this Transaction and to receive payment in respect of such termination. 4. The terms of the particular Transaction to which this Confirmation relates are as follows:
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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation, returning a copy to Sue Navadauskas via fax (412 ###-###-####) and returning the original to Sue Navadauskas at One PNC Plaza - 9th Floor, 249 Fifth Avenue, Pittsburgh, PA 15222 via Overnight delivery. Sue's phone number is (412 ###-###-####). Yours sincerely, Accepted and agreed as of the date first above written: PNC BANK, NATIONAL ASSOCIATION S & H VERWALTUNGS-GESELLSCHAFT MBH By:___________________________ By:__________________________________ Name: John F. Kirsch Name: Title: Vice President Title: PNC BANK, NATIONAL ASSOCIATION By:________________________________ Name: James S. Bernier Title: Vice President
