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NORSKE XXXX CANADA LIMITED
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of September 1, 2001
to
INDENTURE
Dated as of August 14, 2001
by and among
NORSKE XXXX CANADA LIMITED, as Issuer
The GUARANTORS named therein
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee
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$250,000,000
8 5/8% Senior Notes Due 2011
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ARTICLE I
ASSUMPTION OF OBLIGATIONS BY THE COMPANY AND AMALGAMATED PULPCO;
REAFFIRMATION OF OBLIGATIONS OF THE GUARANTORS
Section 1.01 ASSUMPTION AND REAFFIRMATION..............................2
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01 TERMS DEFINED.............................................2
Section 2.02 GOVERNING LAW.............................................2
Section 2.03 SUCCESSORS................................................2
Section 2.04 MULTIPLE COUNTERPARTS.....................................3
Section 2.05 EFFECTIVENESS.............................................3
Section 2.06 TRUSTEE DISCLAIMER........................................3
SECOND SUPPLEMENTAL INDENTURE dated as of September 1, 2001, by and among
NORSKE XXXX CANADA LIMITED, a Canadian corporation (the "COMPANY"), NORSKE XXXX
CANADA PULP OPERATIONS LIMITED ("AMALGAMATED PULPCO"), the guarantors set forth
on the signature pages hereto (along with Amalgamated PulpCo, the "GUARANTORS"),
and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION as trustee under the
hereafter defined Indenture (the "TRUSTEE").
WHEREAS, in connection with the acquisition of PACIFICA PAPERS INC.
("PACIFICA") by NORSKE XXXX CANADA LIMITED ("PREDECESSOR NSCL"), Predecessor
NSCL and Pacifica effected a vertical short-form amalgamation to form the
Company under the name of NORSKE XXXX CANADA LIMITED; and
WHEREAS Predecessor NSCL and certain of the Guarantors heretofore executed
and delivered to the Trustee an Indenture dated as of August 14, 2001, as
supplemented by a First Supplemental Indenture dated August 28, 2001, (as
supplemented, the "INDENTURE"), providing for the issuance of up to $250,000,000
aggregate principal amount of Predecessor NSCL's 8 5/8% Senior Notes Due 2011
(the "NOTES"); and
WHEREAS, there have been issued and are now outstanding under the
Indenture, Notes in the aggregate principal amount of $250,000,000; and
WHEREAS, NORSKE XXXX CANADA PULP OPERATIONS LIMITED ("PREDECESSOR PULPCO"),
a Guarantor under the Indenture, amalgamated with PACIFICA PAPERS EXPORT SALES
COMPANY LIMITED ("PPESCL"), also a Guarantor under the Indenture, to form
Amalgamated PulpCo under the name of NORSKE XXXX CANADA PULP OPERATIONS LIMITED;
and
WHEREAS, the Company desires, by this Second Supplemental Indenture, to
expressly assume the covenants, agreements and undertakings of Predecessor NSCL
in the Indenture and under the Notes; and
WHEREAS, Amalgamated Pulpco desires, by this Second Supplemental Indenture,
to expressly assume the covenants, agreements and undertakings of Predecessor
Pulpco in the Indenture and under the Guarantees endorsed on the Notes; and
WHEREAS, the Guarantors desire, by this Second Supplemental Indenture, to
expressly reaffirm, jointly and severally, the obligations of the Guarantors
under the Indenture and under the Guarantees endorsed on the Notes; and
WHEREAS, the execution and delivery of this Second Supplemental Indenture
has been duly and validly authorized by a resolution of the directors of the
Company, Amalgamated PulpCo and each of the Guarantors; and
WHEREAS, all the conditions and requirements necessary to make this Second
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled by the parties hereto and the
execution and delivery thereof have been in all respects duly authorized by the
parties hereto.
NOW, THEREFORE, in consideration of the above premises, each party agrees,
for the benefit of the others and for the equal and ratable benefit of the
Holders of the Notes, as follows:
ARTICLE I
ASSUMPTION OF OBLIGATIONS BY THE COMPANY AND AMALGAMATED
PULPCO; REAFFIRMATION OF OBLIGATIONS OF THE GUARANTORS
Section 1.01 ASSUMPTION AND REAFFIRMATION. The Company hereby
expressly and unconditionally assumes each and every covenant, agreement and
undertaking of Predecessor NSCL in the Indenture as if the Company had been the
original issuer of the Notes, and also hereby expressly and unconditionally
assumes each and every covenant, agreement and undertaking in each Note
outstanding on the date of this Second Supplemental Indenture and any Notes
delivered hereafter.
For the avoidance of doubt, Amalgamated PulpCo, hereby expressly and
unconditionally assumes each and every covenant, agreement and undertaking of
Predecessor PulpCo and PPESCL in the Indenture as if Amalgamated PulpCo had been
an original party thereto, and also hereby expressly and unconditionally assumes
each and every covenant, agreement and undertaking in the Guarantee endorsed on
each Note outstanding on the date of this Second Supplemental Indenture and any
Guarantee endorsed on any Notes delivered hereafter.
Each Guarantor hereby expressly and unconditionally reaffirms each and
every covenant, agreement and undertaking of such Guarantor in the Indenture,
and also hereby expressly and unconditionally reaffirms each and every covenant,
agreement and undertaking in its Guarantee endorsed on the Notes outstanding on
the date of this Second Supplemental Indenture and in each Guarantee endorsed on
any Notes delivered hereafter.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01 TERMS DEFINED. For all purposes of this Second
Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized form in this Second Supplement
Indenture and defined in the Indenture have the meanings specified in the
Indenture.
Section 2.02 GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 2.03 SUCCESSORS. All agreements of the Company and any
Guarantor in the Indenture, this Second Supplemental Indenture and the Notes
shall bind their respective
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successors. All agreements of the Trustee, any additional trustee and any
Paying Agents in the Indenture or this Second Supplemental Indenture shall bind
its successor.
Section 2.04 MULTIPLE COUNTERPARTS. The parties may sign multiple
counterparts of this Second Supplemental Indenture. Each signed counterpart
shall be deemed an original, but all of them together represent the same
agreement.
Section 2.05 EFFECTIVENESS. The provisions of this Second Supplemental
Indenture will take effect immediately upon its execution and delivery by the
Trustee in accordance with the provisions of Article Eight of the Indenture.
Section 2.06 TRUSTEE DISCLAIMER. The Trustee accepts the amendment of the
Indenture effected by this Second Supplemental Indenture and agrees to execute
the trust created by the Indenture as hereby amended, but only upon the terms
and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statement contained herein, all of which recitals or
statements are made solely by the Company and the Guarantors, or for or with
respect to (i) the validity or sufficiency of this Second Supplemental Indenture
or any of the terms or provisions hereof, (ii) the proper authorization hereto
by the Company and each Guarantor by corporate action or otherwise, (iii) the
due execution hereto by the Company and each Guarantor, (iv) the consequences
(direct or indirect and whether deliberate or inadvertent) of any amendment
herein provided for, and the Trustee makes no representation with respect to any
such matters.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.
THE COMPANY:
NORSKE XXXX CANADA LIMITED
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
AMALGAMATED PULPCO
NORSKE XXXX CANADA PULP OPERATIONS
LIMITED
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
THE GUARANTORS:
PACIFICA PAPERS INC.
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
PACIFICA POPLARS LTD.
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
PACIFICA POPLARS INC.
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
PACIFICA PAPERS SALES INC.
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
PACIFICA PAPERS US INC.
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
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PACIFICA PAPERS CO. LIMITED
PARTNERSHIP by its general partner
PACIFICA PAPERS INC.
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
PACIFICA PAPERS SALES LTD.
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
PACIFICA PAPERS KABUSHIKI KAISHA.
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
ELK FALLS PULP AND PAPER LIMITED
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
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NORSKE XXXX CANADA (JAPAN) LTD.
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
NORSKE XXXX CANADA FINANCE LIMITED
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
NORSKE XXXX CANADA PULP SALES INC.
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
NORSKE XXXX CANADA SALES INC.
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
NORSKE XXXX PAPER COMPANY
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
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NSCL HOLDINGS INC.
By:/s/ X. Xxxxxxxx
____________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Financial Officer
and Secretary
THE TRUSTEE:
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee
By:/s/ Xxxxxx X. Xxxxxxxx
____________________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Vice-President
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