--------------------------------------------------------------------------------
PACIFICA PAPERS INC.
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee
---------------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of March 12, 1999
to
INDENTURE
Dated as of March 12, 1999
by and between
PACIFICA PAPERS INC., as Issuer
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee
---------------------------------------
$200,000,000
10% Senior Notes Due 2009
--------------------------------------------------------------------------------
2
TABLE OF CONTENTS
PAGE
ARTICLE I
ASSUMPTION OF OBLIGATINS BY THE SUCCESSOR COMPANY AND
REAFFIRMATION OF OBLIGATIONS OF THE GURANTORSS
Section 1.01 Assumption and Reaffirmation................................2
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01. Terms Defined...............................................2
Section 2.02. Indenture 2
Section 2.03. Governing Law...............................................3
Section 2.04. Successors 3
Section 2.05 Multiple Counterparts.......................................3
Section 2.06. Effectiveness 3
Section 2.07 Trust Disclaimer............................................3
Section 2.08. Agent for Service; Submission to Jurisdiction; Waiver of
Immunities..................................................4
SIGNATURES....................................................................6
3
FIRST SUPPLEMENTAL INDENTURE dated as of March 12, 1999, by and among
PACIFICA PAPERS INC., a Canadian corporation, as successor to Pacifica
Industries Ltd., a Canadian corporation (the "SUCCESSOR COMPANY"), the
guarantors set forth on the signature pages hereto (the "Guarantors") and
NORWEST BANK MINNESTOA, NATIONAL ASSOCIATION as trustee under the hereafter
defined Indenture (the "TRUSTEE").
WHEREAS, prior to the Reorganization (as defined below), Pacifica
Papers Inc. (the "Predecessor Company") and the Guarantors heretofore executed
and delivered to the Trustee an Indenture dated as of March 12, 1999 (the
"INDENTURE"), providing for the issuance of up to $200,000,000 aggregate
principal amount of the Company's 10% Senior Notes Due 2009 (the "NOTES"); and
WHEREAS, there have been issued and are now outstanding under the
Indenture, Notes in the aggregate principal amount of $200,000,000; and
WHEREAS, in connection with the Reorganization (as defined in the
Indenture), Pacifica Industries Ltd., 56001 B.C. Ltd., Pacifica Holdings Ltd.
and the Predecessor Company effected a short-form amalgamation with the
Successor Company as the surviving corporation; and
WHEREAS, the Successor Company desires by this First Supplemental
Indenture, to expressly assume the covenants, agreements and undertakings of the
Predecessor Company in the Indenture, under the Notes and in the Registration
Rights Agreement; and
WHEREAS, the execution and delivery of this First Supplemental
Indenture, to expressly reaffirm, jointly and severally, the obligations of
Guarantors under the Indenture and under Guarantees attached to the Notes; and
WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by a resolution of the Board of Directors of each
of the several Guarantors; and
WHEREAS, all conditions and requirements necessary to make this First
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 SUCCESSOR COMPANY AND REAFFIRMATION OF
OBLIGATIONS OF THE GUARANTORS
Section 1.01. ASSUMPTION AND REAFFIRMATION. The Successor Company
hereby expressly and unconditionally assumes each and every covenant, agreement
and undertaking of the
4
Predecessor Company in the Indenture and the Registration Rights Agreement as if
the Successor 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 First Supplemental
Indenture and 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 the Registration Rights Agreement as if the
Successor company had been the original issuer of the Notes, 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
the First 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 First
Supplemental Indenture, except as otherwise defined or unless the context other
requires, terms used in capitalized form in this First Supplemental Indenture
and defined in the Indenture have the meanings specified in the Indenture.
Section 2.02. INDENTURE. Except as amended hereby, the Indenture and
the Notes are in all respects ratified and confirmed and all the terms shall
remain in full force and effect.
Section 2.03. GOVERNING LAW. THIS FIRST 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
REGARD TO PRINCIPLES OF CONFLICT OF LAWS. Each of the parties hereto agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this First Supplemental Indenture,
provided that such jurisdiction shall be non-exclusive.
Section 2.04. SUCCESSORS. All agreements of the Company in this First
Supplemental Indenture and the Notes shall bind its successors. All agreements
of each of the Guarantors in this First Supplemental Indenture, the Notes and
the Guarantees shall jointly and severally bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successors.
Section 2.05. MULTIPLE COUNTERPARTS. The parties may sign multiple
counterparts of this First Supplemental Indenture. Each signed counterparts
shall be deemed an original, but all of them together represent the same
agreement.
Section 2.06. EFFECTIVENESS. The provisions of this First 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 2.07. TRUSTEE DISCLAIMER. The Trustee accepts the amendment of
the Indenture effective by his First Supplemental Indenture and agrees to
execute the trust created by the
5
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 limited 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 statements contained
herein, all of which recitals or statements are made solely by the Successor
Company and the Guarantors, or for or with respect to (i) the validity or
sufficiency of this First Supplemental Indenture or any of the terms or
provisions hereof, (ii) the proper authorization hereof by the Successor Company
and each Guarantor by corporate action or otherwise, (iii) the due execution
hereof by the Successor 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.
Section 2.08. AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF
IMMUNITIES. By the execution and delivery of this First Supplemental Indenture,
each of the Successor Company and each Guarantor (i) acknowledges that it has,
by separate written instrument, designated and appointed CT Corporation as its
authorized agent upon which process may be served in any suit, action or
proceeding arising out of or relating to the Notes, the Indenture or the First
Supplemental Indenture that may be instituted in any Federal or State court in
the State of New York, Borough of Manhattan, or brought under Federal or State
securities laws or brought by the Trustee (whether in its individual capacity or
in its capacity as Trustee hereunder), and acknowledges that CT Corporation has
accepted such designation, (ii) submits to the jurisdiction of any such court in
any such suit, action or proceeding, and (iii) agrees that service of process
upon CT Corporation and written notice of said service to it (mailed or
delivered to its Executive Director at its principal office as specified in
Section 11.02 or the Indenture), shall be deemed in every respect effective
service of process upon it in any such suit or proceeding. The Successor Company
and each Guarantor further agrees to take any and all action, including the
execution and filing of any and all such documents and instruments as may be
necessary to continue such designation and appointment of CT Corporation, in
full force and effect so long as the Indenture shall be in full force and
effect; PROVIDED that the Successor Company may and shall (to the extent CT
Corporation ceases to be able to be served on the basis contemplated herein), by
written notice to the Trustee, designate such additional or alternative agents
for service of process under this Section 2.08 that (i) maintains an office
located in the Borough of Manhattan, The City of New York, in the State of New
York, (ii) are either (x) counsel for the Successor Company or (y) a corporate
service company which acts as agent for service of process for other Persons in
the ordinary course of its business and (iii) agrees to act as agent for service
or process in accordance with this Section 2.08. Such notice shall identify the
name of such agent for process and the address of such agent for process in the
Borough of Manhattan, The City of New York, State of New York. Upon the request
of any Holder, the Trustee shall deliver such information to such Holder.
Notwithstanding the foregoing, there shall, at all times, be at least one agent
for service of process for the Successor Company and any Guarantors, if any,
appointed and acting in accordance with this Section 2.08.
6
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first written above.
THE ISSUER:
PACIFICA PAPERS INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title Chief Executive Officer
By: /s/ ▇▇▇ Lawn
-----------------------------
Name: ▇▇▇ Lawn
Title: Vice President-Finance
and Chief Financial Officer
THE GUARANTORS:
PACIFICA POPLARS LTD.
By: /s/ ▇▇▇ Lawn
-----------------------------
Name:
Title:
PACIFICA POPLARS INC.
By: /s/ ▇▇▇ Lawn
-----------------------------
Name:
Title:
PACIFICA POWER CO. LTD.
By: /s/ ▇▇▇ Lawn
-----------------------------
Name:
Title:
7
PACIFICA PAPERS SALES INC.
By: /s/ ▇▇▇ Lawn
-----------------------------
Name:
Title:
PACIFICA PAPERS U.S. INC.
By: /s/ ▇▇▇ Lawn
-----------------------------
Name:
Title:
EXPORT SALES COMPANY INC.
By: /s/ ▇▇▇ Lawn
-----------------------------
Name:
Title:
PACIFICA PAPERS CO. LIMITED
PARTNERSHIP by its general partner
PACIFICA PAPERS INC.
By: /s/ ▇▇▇ Lawn
-----------------------------
Name:
Title:
PACIFICA PAPERS K.K.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title:
THE TRUSTEE:
NORTHWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice-President