First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE Dated as of July 30, 2004 to the INDENTURE Dated as of May 28, 2003 Among NORAMPAC INC., as the Company, THE SUBSIDIARY GUARANTORS Named Therein, and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee, as Amended

Exhibit 4.13

FIRST SUPPLEMENTAL INDENTURE

dated as of July 30, 2004

to the

INDENTURE

dated as of May 28, 2003

among

NORAMPAC INC.,

as the Company,

THE SUBSIDIARY GUARANTORS named therein, and

THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,

as Trustee,

as amended

 




FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of July 30, 2004, among NORAMPAC INC. (the “Company”), NORAMPAC NOVA SCOTIA COMPANY, a Nova Scotia unlimited liability company, NORAMPAC DELAWARE LLC, a Delaware limited liability company, and NORAMPAC THOMPSON INC., a Connecticut corporation (the “New Subsidiary Guarantors”), the existing Subsidiary Guarantors under the Indenture referred to below (the “Existing Subsidiary Guarantors”), and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, a New York trust company, 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 May 28, 2003, (the “Indenture”), providing for the issuance of the Company’s 6¾% Senior Notes due 2013 (the “Notes”);

WHEREAS, the Company has issued and outstanding $250,000,000 of Notes under the Indenture;

WHEREAS, Section 4.19 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 Guarantors are each Canadian or U.S. Restricted Subsidiaries 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, 9.01, 9.06 and 10.03 of the Indenture, the Trustee, the Company, the Existing Subsidiary Guarantors and the New Subsidiary Guarantors 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 Guarantors, 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 First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires:  (i) the terms and expressions 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 First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.




2.                                       Agreement to Guarantee.  The New Subsidiary Guarantors hereby agree, 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, each of the New Subsidiary Guarantors shall be a Subsidiary Guarantor for all purposes under the Indenture and the Notes.

3.                                       Ratification of Indenture; First 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 First 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 FIRST 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 First 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 First 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 First 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 First Supplemental Indenture, the provision of the TIA shall control.  If any provision of this First 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 First Supplemental Indenture, as the case may be.

4.6                                 Severability.  In case any provision of this First 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.

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4.7                                 No Third Party Beneficiaries.  Nothing in this First 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 First Supplemental Indenture or the Notes.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.

Company:

 

 

 

NORAMPAC INC.

 

 

 

 

 

 

By:

/s/ Lucie-Claude Lalonde

 

 

Name:

Lucie-Claude Lalonde

 

 

Title:

Secretary

 

New Subsidiary Guarantors:

 

 

 

NORAMPAC NOVA SCOTIA COMPANY

 

 

 

 

 

 

By:

/s/ Lucie-Claude Lalonde

 

 

Name:

Lucie-Claude Lalonde

 

 

Title:

Secretary

 

NORAMPAC DELAWARE LLC

 

 

 

 

 

 

By:

/s/ Lucie-Claude Lalonde

 

 

Name:

Lucie-Claude Lalonde

 

 

Title:

Assistant Secretary

 

NORAMPAC THOMPSON INC.

 

 

 

 

 

 

By:

/s/ Lucie-Claude Lalonde

 

 

Name:

Lucie-Claude Lalonde

 

 

Title:

Assistant Secretary

 

 

Existing Subsidiary Guarantors:

 

NORAMPAC FINANCE US INC.

 

NORAMPAC HOLDING US INC.

 

NORAMPAC LEOMINSTER INC.

 

NORAMPAC NEW YORK CITY INC.

 

NORAMPAC SCHENECTADY INC.

 

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3815251 CANADA INC.

 

3815269 CANADA INC.

 

NEWFOUNDLAND CONTAINERS LIMITED

 

NORAMPAC INDUSTRIES INC.

 

NORAMPAC TEXAS GP INC.

 

1426835 ONTARIO INC.

 

By:

/s/ Lucie-Claude Lalonde

 

 

Name:

Lucie-Claude Lalonde

 

 

Title:

Secretary, Assistant Secretary or Assistant Clerk

 

NORAMPAC DALLAS-FORT WORTH L.P.

 

By:

NORAMPAC TEXAS GP INC.,

 

 

its General Partner

 

 

 

 

By:

/s/ Lucie-Claude Lalonde

 

 

Name:

Lucie-Claude Lalonde

 

 

Title:

Assistant Secretary

 

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Trustee:

 

 

 

THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee

 

 

 

 

 

By:

/s/ John F. Neylan

 

 

Name:

John F. Neylan

 

 

Title:

Trust Officer

 

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