EIGHTH SUPPLEMENTAL INDENTURE dated as of September 20, 2006 to the INDENTURE dated as of February 5, 2003 among CASCADES INC., as the Company, THE SUBSIDIARY GUARANTORS named therein, and THE BANK OF NEW YORK, as Trustee, as amended
Exhibit 4.9
dated as of September 20, 2006
to the
INDENTURE
dated as of February 5, 2003
among
as the Company,
THE SUBSIDIARY GUARANTORS named therein, and
THE BANK OF NEW YORK,
as Trustee,
as amended
EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of September 20, 2006, among CASCADES INC. (the “Company”) and Cascades Tissue Group — Maryland LLC (the “New Subsidiary Guarantor”), the existing Subsidiary Guarantors under the Indenture referred to below (the “Existing Subsidiary Guarantors”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H :
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of February 5, 2003, as amended by the First Supplemental Indenture, dated as of May 20, 2003, the Second Supplemental Indenture, dated as of December 30, 2003, the Third Supplemental Indenture, dated as of March 16, 2004, the Fourth Supplemental Indenture, dated as of July 8, 2004, the Fifth Supplemental Indenture, dated as of August 26, 2004, the Sixth Supplemental Indenture, dated as of November 30, 2004, and the Seventh Supplemental Indenture, dated as of April 27, 2006 (as so amended, the “Indenture”), providing for the issuance of the Company’s 7¼% Senior Notes due 2013 (the “Notes”);
WHEREAS, the Company has issued and outstanding $675,000,000 of Notes under the Indenture;
WHEREAS, Section 4.19(a) of the Indenture provides that the Company shall cause each of its Canadian and U.S. Restricted Subsidiaries to execute and deliver to the Trustee Subsidiary Guarantees;
WHEREAS, the New Subsidiary Guarantor is a U.S. Restricted Subsidiary of the Company;
WHEREAS, Section 9.01 of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture without the consent of any holder of a Note to add additional Subsidiary Guarantees with respect to the Notes as provided or permitted under the Indenture; and
WHEREAS, pursuant to Sections 4.19(a), 9.01, 9.06 and 10.03 of the Indenture, the Trustee, the Company, the Existing Subsidiary Guarantors and the New Subsidiary Guarantor are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Existing Subsidiary Guarantors, the New Subsidiary Guarantor, and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Definitions. (a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(b) For all purposes of this Eighth Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions
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used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Eighth Supplemental Indenture refer to this Eighth Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors, to guarantee the Company’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture. From and after the date hereof, the New Subsidiary Guarantor shall be a Subsidiary Guarantor for all purposes under the Indenture and the Notes.
3. Ratification of Indenture; Eighth Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is, in all respects, ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Eighth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
4. Miscellaneous.
4.1 Governing Law. THIS EIGHTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4.2 Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Eighth Supplemental Indenture, or for or in respect of the recitals contained herein.
4.3 Counterparts. The parties may sign any number of copies of this Eighth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
4.4 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction thereof.
4.5 Conflict with TIA. If any provision of this Eighth Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA, that is required under the TIA to be part of and govern any provision of this Eighth Supplemental Indenture, the provision of the TIA shall control. If any provision of this Eighth Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provisions of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Eighth Supplemental Indenture, as the case may be.
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4.6 Severability. In case any provision of this Eighth 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.
4.7 No Third Party Beneficiaries. Nothing in this Eighth Supplemental Indenture, the Indenture, or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder, and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Eighth Supplemental Indenture or the Notes.
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IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed as of the date first above written.
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Company: |
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By: |
/s/ Xxxxxx X. Xxxx |
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Name: |
Xxxxxx X. Xxxx |
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Title: |
Vice President, Legal Affairs and |
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Corporate Secretary |
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New Subsidiary Guarantor: |
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CASCADES TISSUE GROUP MARYLAND LLC |
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By: |
/s/ Xxxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxxx Xxxxxxxx |
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Title: |
Assistant Secretary |
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Existing Subsidiary Guarantors: |
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CASCADES BOXBOARD GROUP INC. |
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CASCADES BOXBOARD U.S., INC. |
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CASCADES CANADA INC. |
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CASCADES DIAMOND, INC. |
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CASCADES FINE PAPERS GROUP INC. |
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CASCADES FINE PAPERS GROUP THUNDER BAY INC. |
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CASCADES NOVA SCOTIA COMPANY |
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CASCADES TRANSPORT INC. |
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CONFERENCE CUP LTD. |
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DOPACO, INC. |
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DOPACO CANADA, INC. |
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XXXXXX INCORPORATED |
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KINGSEY FALLS INVESTMENTS INC. |
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RABOTAGE XXXXX INC. |
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SCIERIE XXXXX INC. |
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CASCADES TISSUE GROUP — XXXXXXXXX INC. |
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3815285 CANADA INC. |
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3815315 CANADA INC. |
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6265642 CANADA INC. |
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CASCADES BOXBOARD GROUP — CONNECTICUT LLC |
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By: |
/s/ Xxxxxx X. Xxxx |
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Name: |
Xxxxxx X. Xxxx |
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Title: |
Secretary or Assistant Secretary |
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CASCADES AUBURN FIBER INC. |
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CASCADES DELAWARE LLC |
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CASCADES FINE PAPERS GROUP (SALES) INC. |
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CASCADES FINE PAPERS GROUP (USA) INC. |
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CASCADES MOULDED PULP, INC. |
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CASCADES PLASTICS INC. |
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CASCADES TISSUE GROUP - ARIZONA INC. |
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CASCADES TISSUE GROUP - IFC DISPOSABLES INC. |
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CASCADES TISSUE GROUP - NEW YORK INC. |
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CASCADES TISSUE GROUP - NORTH CAROLINA INC. |
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CASCADES TISSUE GROUP - OREGON INC. |
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CASCADES TISSUE GROUP - PENNSYLVANIA INC. |
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CASCADES TISSUE GROUP - SALES INC. |
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CASCADES TISSUE GROUP - TENNESSEE INC. |
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CASCADES TISSUE GROUP - WISCONSIN INC. |
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CASCADES USA INC. |
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X.X. XXXXX PAPER CORPORATION |
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By: |
/s/ Xxxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxxx Xxxxxxxx |
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Title: |
Assistant Secretary |
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DOPACO LIMITED PARTNERSHIP |
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DOPACO PACIFIC LLC |
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By: |
/s/ Xxxx X. Xxxxx |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Secretary for Dopaco Pacific LLC and |
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Secretary for Dopaco Pacific LLC, the |
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General Partner of Dopaco Limited |
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Partnership |
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Trustee: |
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THE BANK OF NEW YORK |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Assistant Vice President |
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