Exhibit 4.1
AMENDMENT NO. 1
TO
NOTE PURCHASE AGREEMENT
This
Amendment No. 1 (this "Amendment") to that certain Note
Purchase
Agreement dated as of August 31, 1999 among
Wausau Paper Corp. (formerly known
as Wausau-Mosinee Paper Corporation (the
"Company")) and the parties thereto
(the "Agreement") is entered into as of
June 28, 2005, among (i) the Company,
(ii) the subsidiaries of the Company which
are parties to the Agreement as
Guarantors, and (iii) the holders of the
Notes who execute the signature pages
hereto ("Holders").
RECITALS
The
Company has requested, and the Holders have agreed to, an
amendment
of the terms of the Agreement as set forth
below.
AGREEMENT
Now,
Therefore, the parties hereto agree as follows:
1. DEFINED TERMS. All capitalized terms used herein
and not otherwise defined
shall have the meanings ascribed to such
terms in the Agreement.
2. AMENDMENT TO SECTION 10.3 OF THE
AGREEMENT. Section
10.3 of the Agreement
is hereby amended in its entirety to read
as follows:
10.3 Consolidated Net
Worth
The Company will not at any time permit Consolidated
Net Worth to be less than $280,000,000 plus, as of the end of
each
fiscal quarter commencing with the fiscal quarter ending
September
30, 2004, (i) 25% of Consolidated Net Income for the fiscal
quarter
then ended (with no deduction for a net loss in any such fiscal
quarter) and (ii) 100% of the proceeds of the issuance of any
Equity Interests, such
increases to be cumulative.
3. AMENDMENT TO SECTION 10.4 OF THE
AGREEMENT. Section
10.4 of the Agreement
is hereby amended in its entirety to read
as follows:
10.4 Limitation on
Consolidated Funded Indebtedness.
The Company will not, and will not permit any
Subsidiary to, directly or indirectly, create, incur, assume,
guarantee, or otherwise become directly or indirectly liable
with
respect to any Consolidated Funded Indebtedness, unless on the
date
the Company or such Subsidiary becomes liable
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with respect to any such Consolidated Funded Indebtedness and
immediately after giving effect thereto and the concurrent
retirement of any other Consolidated Funded Indebtedness:
(i) no Default
or Event of Default exists,
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(ii) the ratio of
Consolidated Funded Indebtedness to
Consolidated Total Capitalization would not exceed .55 to
1.0, and
(iii) in the case that such Consolidated Funded
Indebtedness constitutes Priority Debt, such Priority Debt is
permitted by Section 10.5.
4. AMENDMENT TO SECTION 10.5 OF THE
AGREEMENT. Section
10.5 of the Agreement
is hereby amended in its entirety to read
as follows:
10.5 Limitation on
Priority Debt.
The Company will not at any time permit Priority Debt
to exceed 25% of Consolidated Net Worth (determined as of the
then
most recently ended fiscal quarter of the Company).
5. RESTRICTED SUBSIDIARIES AND UNRESTRICTED
SUBSIDIARIES. From and
after the
date of this Amendment:
(a) each
use of, or reference to, the term "Restricted Subsidiary" or
"Unrestricted Subsidiary" in the Agreement
shall be deemed to be the use of, or
reference to, the term "Subsidiary;"
and
(b)
Section 9.7 of the Agreement is hereby amended in its entirety
to
read as follows:
Section 9.7 [Reserved]
6. AMENDMENT OF SCHEDULE B (DEFINED TERMS).
(a)
Schedule B to the Agreement is hereby amended by (x) adding the
defined terms contained in subsections (i),
(ii), (v), (vi), and (vii) of this
Section 6(a) and (y) amending and restating
the defined terms in the Agreement
corresponding to subsections (iii) and (iv)
of this Section 6(a):
(i)
"ATTRIBUTABLE INDEBTEDNESS" means, on any date, (a) in
respect of
any capital lease of any Person, the capitalized amount
thereof
that would appear on a balance sheet of such Person prepared as
of such
date in accordance with GAAP, and (b) in respect of any
Synthetic
Lease
Obligation, the capitalized amount of the remaining lease
payments
under the
relevant lease that would appear on a balance sheet of such
Person
prepared as of such date in accordance with GAAP if such lease
were
accounted for as a capital lease.
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(ii) "CONSOLIDATED
FUNDED INDEBTEDNESS" means, as of any date, all
Funded
Indebtedness of the Company and its consolidated Subsidiaries,
determined
on a consolidated basis in accordance with GAAP.
(iii) "CONSOLIDATED NET INCOME" means, for any period, the net
income,
after taxes, of the Company and its consolidated Subsidiaries
for
such period determined on a
Consolidated basis in accordance with GAAP,
but
excluding, to the extent reflected in determining such net
income,
(a)
extraordinary gains and losses for such period and (b) any
equity
interests
of the Company or any Subsidiary in the un-remitted earnings of
any Person
that is not a Subsidiary.
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(iv) "CONSOLIDATED
TOTAL CAPITALIZATION" means Consolidated Funded
Indebtedness plus Consolidated Net Worth.
(v) "EQUITY
INTERESTS" means, with respect to any Person, all of
the shares
of capital stock of (or other ownership or profit interests
in) such
Person, all of the warrants, options, or other rights for the
purchase
or acquisition from such Person of shares of capital stock of
(or other
ownership or profit interests in) such Person, all of the
securities
convertible into or exchangeable for shares of capital stock
of (or
other ownership or profit interests in) such Person or
warrants,
rights, or
options for the purchase or acquisition from such Person of
such
shares (or such other interests), and all of the other ownership
or
profit
interests in such Person (including partnership, member or
trust
interests
therein), whether voting or nonvoting, and whether or not such
shares,
warrants, options, rights, or other interests are outstanding
on
any date
of determination.
(vi) "FUNDED
INDEBTEDNESS" of any Person means at any date,
without
duplication, the sum of the following calculated in accordance
with
GAAP:
(a) all obligations of such Person for borrowed money;
(b) all obligations of such Person issued or assumed as the
deferred purchase price of property or services purchased by
such
Person (other than trade debt incurred in the ordinary course
of
business and due within six months of the incurrence thereof)
which
would appear as liabilities on a balance sheet of such Person;
(c) all Funded Indebtedness of others secured by (or for
which the holder of such Funded Indebtedness has an existing
right,
contingent or otherwise, to be
