FOURTH SUPPLEMENTAL INDENTURE
Exhibit 4.7
EXECUTION VERSION
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) dated as of August 1, 2014, among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”), VERSO PAPER INC., a Delaware corporation (together with the Company, the “Issuers”), the GUARANTORS party thereto (the “Guarantors”), and WILMINGTON TRUST COMPANY, as trustee under the Indenture referred to below (the “Trustee”).
WHEREAS, the Issuers and the guarantors named therein have heretofore executed and delivered to the Trustee an indenture (the “Original Indenture”), dated as of August 1, 2006, providing for the issuance of the Issuers’ 11 3⁄8% Senior Subordinated Notes due 2016 (the “Securities”), initially in the aggregate principal amount of $300,000,000, as amended and supplemented by the First Supplemental Indenture (the “First Supplemental Indenture”), dated as of May 30, 2009, among the Issuers, the new guarantors named therein and the Trustee, as further amended and supplemented by the Second Supplemental Indenture (the “Second Supplemental Indenture”), dated as of January 10, 2011, among the Issuers, the new guarantor named therein and the Trustee, and as further amended and supplemented by the Third Supplemental Indenture (the “Third Supplemental Indenture”), dated as of May 8, 2012, among the Issuers, the Guarantors and the Trustee providing for the amendment and restatement of the Original Indenture (the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, and as amended and restated by the Third Supplemental Indenture, the “Indenture”);
WHEREAS, Section 9.02(a) of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend the Indenture with respect to the Securities with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities) (the “Requisite Consents”);
WHEREAS, the Issuers distributed a Confidential Offering Memorandum and Consent Solicitation Statement dated July 2, 2014, as amended and restated on July 24, 2014 (the “Offering Memorandum”), in order to, among other things, subject to the terms and conditions set forth in the Offering Memorandum, solicit consents (the “Consents”) from Holders to certain amendments to the Indenture and the Securities (the “Proposed Amendments”);
WHEREAS, the Holders of approximately 71.6% in principal amount of the outstanding Securities have validly tendered Consents and not validly withdrawn their Consents to the adoption of the Proposed Amendments;
WHEREAS, having received the Requisite Consents from the outstanding Securities, pursuant to Section 9.02(a) of the Indenture, the Issuers, the Guarantors and the Trustee desire to amend the Indenture;
WHEREAS, the Issuers, the Guarantors and the Trustee are authorized to execute and deliver this Fourth Supplemental Indenture;
WHEREAS, the Issuers have complied with all conditions precedent provided for in the Indenture relating to this Fourth Supplemental Indenture; and
WHEREAS, the Issuers have requested that the Trustee execute and deliver this Fourth Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuers, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Fourth Supplemental Indenture refer to this Fourth Supplemental Indenture as a whole and not to any particular section hereof.
2. Effectiveness. This Fourth Supplemental Indenture shall become effective immediately upon its execution and delivery by the Issuers, the Guarantors and the Trustee; provided that the amendments to the Indenture set forth herein shall not be operative until all of the Securities that have been tendered and accepted for payment have been paid for in accordance with the terms of the Offering Memorandum.
3. Amendment. The Indenture is hereby amended by deleting the following Sections or clauses of the Indenture and all references and definitions related thereto in their entirety, except to the extent otherwise provided below, and these Sections and clauses shall be of no further force and effect, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the deleted text:
| Section 4.02 | (Reports and Other Information) | |
| Section 4.03 | (Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock) | |
| Section 4.04 | (Limitation on Restricted Payments) | |
| Section 4.05 | (Dividend and Other Payment Restrictions Affecting Subsidiaries) | |
| Section 4.06 | (Asset Sales) | |
| Section 4.07 | (Transactions with Affiliates) | |
| Section 4.08 | (Change of Control) | |
2
| Section 4.09 | (Compliance Certificate) | |
| Section 4.10 | (Further Instruments and Acts) | |
| Section 4.11 | (Future Guarantors) | |
| Section 4.12 | (Liens) | |
| Section 4.13 | (Limitations on Other Senior Subordinated Indebtedness) | |
| Section 4.15 | (Limitation on Business Activities of Finance Co.) | |
| Clauses (a)(iii), (a)(iv), (a)(v), (a)(vi), (b)(ii) and (b)(iii) of Section 5.01 (When Company May Merge or Transfer Assets) | ||
| Clauses (c), (d), (e), (f) and (g) of Section 6.01 (Events of Default) | ||
| Section 6.12 | (Waiver of Stay or Extension Laws) | |
| Clauses (a)(ii), (a)(iii), (a)(iv), (a)(v), (a)(vi), (a)(vii) and (a)(viii) of Section 8.02 (Conditions to Defeasance) | ||
4. Supplemental Indentures Part of Indenture. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. For the avoidance of doubt, this Fourth Supplemental Indenture amends the Indenture, as so amended and restated by the Third Supplemental Indenture.
5. Governing Law. THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Fourth Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.
[Remainder of page intentionally left blank]
3
IN WITNESS WHEREOF, the parties have caused this Fourth Supplemental Indenture to be duly executed as of the date first written above.
| VERSO PAPER HOLDINGS LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
| VERSO PAPER INC. | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
| GUARANTORS:
VERSO PAPER LLC VERSO ANDROSCOGGIN LLC VERSO BUCKSPORT LLC VERSO SARTELL LLC VERSO QUINNESEC LLC VERSO MAINE ENERGY LLC VERSO FIBER FARM LLC VERSO QUINNESEC REP HOLDING INC. NEXTIER SOLUTIONS CORPORATION | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
[Signature Page to Subordinated Notes Fourth Supplemental Indenture]
| WILMINGTON TRUST COMPANY, as Trustee | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Assistant Vice President | |||
[Signature Page to Subordinated Notes Fourth Supplemental Indenture]
