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Exhibit 4.1
EXECUTION
VERSION
SUPPLEMENTAL
INDENTURE
FOR ADDITIONAL NOTE
GUARANTEE
This Supplemental Indenture,
dated as of February 15, 2008 (this “ Supplemental
Indenture ”), among each new Subsidiary Guarantor set
forth on the signature pages hereto (each, a “ New
Subsidiary Guarantor ”, and together, the “ New
Subsidiary Guarantors ”), Domtar Corporation, a Delaware
corporation (together with its successors and assigns, the “
Company ”), Domtar Paper Company, LLC, a Delaware
limited liability company, as Subsidiary Guarantor (the “
Existing Subsidiary Guarantor ”), under the Indenture
referred to below and Bank of New York, as Trustee (the “
Trustee ”), under the Indenture referred to
below.
W I T N E S S E T
H:
WHEREAS, the Company, the
Existing Subsidiary Guarantor and the Trustee have heretofore
executed and delivered an Indenture, dated as of November 19,
2007 (as amended, supplemented, waived or otherwise modified, the
“ Indenture ”), providing for the issuance of
Securities of the Company (the “ Securities
”);
WHEREAS, pursuant to
Section 1011 of the Indenture, the Company is required
to cause each U.S. Subsidiary (as defined in the Indenture) that
guarantees indebtedness of the Company or any of the
Company’s subsidiaries under the Credit Agreement or any
other indebtedness of the Company to execute and deliver to the
Trustee a supplemental indenture pursuant to which such U.S.
Subsidiary will unconditionally guarantee, jointly and severally
with each other Subsidiary Guarantor, the Company’s full and
prompt payment of the principal of, premium, if any, and interest
on the Securities on a senior basis and all other obligations under
the Indenture; and
WHEREAS, pursuant to
Section 901 of the Indenture, the Trustee, the Company
and the Existing Subsidiary Guarantor are authorized to execute and
deliver this Supplemental Indenture to supplement the Indenture,
without the consent of any Holder;
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New
Subsidiary Guarantors, the Company, the Existing Subsidiary
Guarantor and the Trustee mutually covenant and agree for the equal
and ratable benefit of the holders of the Securities as
follows:
ARTICLE I
DEFINITIONS
Section 1.1. Defined
Terms . Unless otherwise defined in this Supplemental
Indenture, terms defined in the Indenture are used herein as
therein defined.
ARTICLE II
AGREEMENT TO BE BOUND;
GUARANTEE
Section 2.1.
Agreement to be Bound . Subject to the provisions of Article
Fourteen of the Indenture, each New Subsidiary Guarantor hereby
becomes a party to the Indenture as a Subsidiary Guarantor and as
such will have all of the rights and be subject to all of the
obligations and agreements of a Subsidiary Guarantor under the
Indenture. Each New Subsidiary Guarantor hereby agrees to be bound
by all of the provisions of the Indenture applicable to a
Subsidiary Guarantor and to perform all of the obligations and
agreements of a Subsidiary Guarantor under the
Indenture.
Section 2.2.
Guarantee . Each New Subsidiary Guarantor hereby fully,
unconditionally and irrevocably guarantees as primary obligor and
not merely as surety, jointly and severally with each other
Subsidiary Guarantor, to each Holder of the Securities and the
Trustee, the full and punctual payment when due, whether at
maturity, by acceleration, by redemption or otherwise, of the
principal of, premium, if any, and interest on the Securities and
all other obligations and liabilities of the Company under the
Indenture, all as more fully set forth in Article Fourteen
thereof.
ARTICLE III
MISCELLANEOUS
Section 3.1.
Notices . Any notice or communication delivered to the
Company under the provisions of the Indenture
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