Wausau Paper Corp. – ‘8-K’ for 6/28/05 – EX-4.1

On:  Monday, 7/11/05, at 4:48pm ET   ·   For:  6/28/05   ·   Accession #:  916480-5-107   ·   File #:  1-13923

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Wp Form 8-K                                            3     13K 
 2: EX-4.1      Wp Exhibit 4.1 - Amendment No. 1 to Note Purchase      8     33K 
                          Agreement                                              

EX-4.1   —   Wp Exhibit 4.1 – Amendment No. 1 to Note Purchase Agreement
Exhibit Table of Contents

EX-4.1
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                                               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 secured by) any Lien on, or payable
          out of the proceeds of production from, property owned or acquired
           by such Person, whether or not the obligations secured thereby have
          been assumed, provided that for purposes hereof the amount of such
         Funded Indebtedness shall be calculated at the greater of (i) the
           amount of such Funded Indebtedness as to which there is recourse to
           such Person and (ii) the fair market value of the property which is
subject to the Lien;                                    
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            (d) all Guaranties of such Person with respect to Funded
Indebtedness of others;                                 

           (e) the Attributable Indebtedness in respect of capital
leases and Synthetic Lease Obligations;                 

           (f) the maximum amount of all standby letters of credit
         issued or bankers' acceptances facilities created for the account
 of such Person and, without duplication, all drafts drawn
thereunder (to the extent un-reimbursed); and           

               (g) the aggregate amount of uncollected accounts receivable
           subject at such time to a sale or securitization of receivables (or
      similar transaction) (whether or not such transaction would be
        reflected on the balance sheet of such Person in accordance with
GAAP).                                                  

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           The Funded Indebtedness of any Person shall include the
        Funded Indebtedness of any partnership or joint venture in which
         such Person is a general partner or a joint venturer, but only to
           the extent to which there is recourse to such Person for payment of
such Funded Indebtedness.                               

           (vii) "SYNTHETIC LEASE OBLIGATION" means the monetary obligation of
a Person under (a) a so-called synthetic, off-balance sheet or tax  
retention lease, or (b) an agreement for the use or possession of   
    property creating obligations that do not appear on the balance sheet of
    such Person but which, upon the insolvency or bankruptcy of such Person,
     would be characterized as the indebtedness of such Person (without regard
to accounting treatment).                                           

(b) Schedule B to the Agreement is hereby amended by deleting the   
definitions of "ADJUSTED CONSOLIDATED NET WORTH," "CONSOLIDATED TOTAL DEBT,"    
"RESTRICTED INVESTMENT," "RESTRICTED SUBSIDIARY," and "UNRESTRICTED             
SUBSIDIARY."                                                                    

7. REPRESENTATIONS AND WARRANTIES.  The Company hereby represents and warrants  
to the Holders that:                                                            

(a) no Default or Event of Default exists or would result from the  
execution of this Amendment;                                                    

    (b) all of the representations and warranties set forth in the Agreement
are true and correct as of the date hereof (except for those that expressly     
state that they are made as of an earlier date);                                

    (c) it has no claims, counterclaims, offsets, credits or defenses to its
obligations under the Notes or, to the extent it does, they are hereby released 
in consideration of the Required Holders entering into this Amendment; and      

(d) immediately prior to the effectiveness of this Amendment, no    
Unrestricted Subsidiaries of the Company were in existence, and all             
Subsidiaries of the Company were Restricted Subsidiaries.                       
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8. CONDITIONS PRECEDENT.  The effectiveness of this Amendment is subject to (a) 
receipt by the Company, of signature pages to this Amendment duly executed by   
the Company, the Guarantors, and not less than the Required Holders with        
respect to an amendment of the Agreement and (b) receipt by each holder (as     
defined in the Agreement) of the fees pursuant to Section 11 of this Amendment. 

9. RATIFICATION OF AGREEMENT.  The term "this Agreement" and all similar        
references as used in the Agreement and any documents prepared or executed in   
connection therewith, shall hereafter mean the Agreement as amended by this     
Amendment.  Except as herein specifically agreed, the Agreement is hereby       
ratified and confirmed and shall remain in full force and effect according to   
its terms.                                                                      

10. AUTHORITY/ENFORCEABILITY.  Each of the Company and the Guarantors           
represents and warrants as follows:                                             

(a) it has taken all necessary action to authorize the execution,   
delivery and performance of this Amendment;                                     

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  (b) this Amendment has been duly executed and delivered by such Person
and constitutes such Person's legal, valid and binding obligations, enforceable 
in accordance with its terms, except as such enforceability may be subject to   
(i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,  
moratorium or similar laws affecting creditors' rights generally, and (ii)      
general principles of equity (regardless of whether such enforceability is      
considered in a proceeding at law or in equity); and                            

(c) no consent, approval, authorization or order of, or filing,     
registration or qualification with, any court or governmental authority or      
third party is required in connection with the execution, delivery, or          
performance by such Person of this Amendment.                                   

11. FEES.  The Company agrees to pay to each holder (as defined in the          
Agreement) an amount equal to 10 basis points (.10%) multiplied by the          
outstanding principal amount of the Notes registered in the name of such holder 
as of the effective date of this Amendment.  Such amount shall be paid by the   
Company to each holder on or before the close of business on the first business 
day subsequent to the date on which the condition precedent set forth in        
Section 8(a) has been satisfied.  Payment shall be made in the same manner by   
which interest on Notes is paid to such holder.                                 

12. COUNTERPARTS/TELECOPY.  This Amendment may be executed in any number of     
counterparts, each of which when so executed and delivered shall be an          
original, but all of which shall constitute one and the same instrument.        
Delivery of executed counterparts by telecopy shall be effective as an original 
and shall constitute a representation that an original will be delivered by the 
executing Person.                                                               

13. GOVERNING LAW.  This Amendment shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State  
of New York excluding choice-of-law principles of the law of such State that    
would require the application of the laws of a jurisdiction other than such     
State.                                                                          
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14. ENTIRE AGREEMENT.  This Amendment embodies the entire agreement between the 
parties and supersedes all prior agreements and understandings, if any,         
relating to the subject matter hereof.  This Amendment represents the final     
agreement between the parties and may not be contradicted by evidence of prior, 
contemporaneous, or subsequent oral agreements of the parties.  There are no    
oral agreements between the parties.                                            

15. EFFECTIVE DATE.  This Amendment shall be deemed to be effective as of the   
date the conditions precedent contained in Section 8 of this Amendment are      
satisfied.                                                                      

          WAUSAU PAPER CORP.

                By:    SCOTT P. DOESCHER
                       Scott P. Doescher
                                    Senior Vice President, Finance
(Signatures of Holders and Guarantors appear on the following pages.) 
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The foregoing is hereby agreed to as of the date first above written.           

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ACACIA LIFE INSURANCE COMPANY           ACACIA LIFE INSURANCE COMPANY           
By: Ameritas Investment Advisors, Inc., By: Ameritas Investment Advisors, Inc., 
as Agent                                as Agent                                

By:    ANDREW S. WHITE                   By:     ANDREW S. WHITE                
Andrew S. White                           Andrew S. White         
Title: Vice President                    Title:  Vice President                 

AMERITAS LIFE INSURANCE GROUP            AMERITAS VARIABLE LIFE                 
By:  Ameritas Investment Advisors, Inc., INSURANCE COMPANY                      
as Agent                                 By:  Ameritas Investment Advisors,     
                Inc., as Agent

By:    ANDREW S. WHITE                   By:     ANDREW S. WHITE                
Andrew S. White                           Andrew S. White         
Title: Vice President                    Title:  Vice President                 

Mellon Bank, N.A., solely in its capacity as  JEFFERSON PILOT FINANCIAL         
Custodian for Aviva Life-Principal Glob Priv  INSURANCE COMPANY                 
General Account Universal Life (as directed                                     
by the Principal Global Investors, LLC),                                        
and not in its individual capacity                                              
(MAC & CO) - Nominee Name                                                       

By:    BERNADETTE RIST                        By:                               
Bernadette Rist                                                   
Title: Authorized Signatory                   Title:                            

MODERN WOODMEN OF AMERICA                THRIVENT FINANCIAL FOR                 
           LUTHERANS

By:    DOUGLAS A. PANNIER                By:     MARK O. SWENSON                
Douglas A. Pannier                        Mark O. Swenson         
Title: Supervisor, Private Placements    Title:  Vice President                 
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NATIONWIDE LIFE &                        NATIONWIDE LIFE & ANNUITY              
ANNUITY COMPANY OF AMERICA               INSURANCE COMPANY                      

By:    WAYNE T. FRISBEE                  By:     WAYNE T. FRISBEE               
Wayne T. Frisbee                          Wayne T. Frisbee        
Title: Authorized Signatory              Title:  Authorized Signatory           

STATE FARM LIFE AND ACCIDENT             STATE FARM LIFE INSURANCE              
ASSURANCE COMPANY                        COMPANY                                

By:                                      By:                                    

Title:                                   Title:                                 

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TEACHERS INSURANCE AND                   THE NORTHWESTERN MUTUAL                
ANNUITY ASSOCIATION OF AMERICA           LIFE INSURANCE COMPANY                 

By:    LISA M. FERRARO                   By:     MARK E. KISHLER                
Lisa M. Ferraro                           Mark E. Kishler         
Title: Director                          Title:  Its Authorized Representative  

REASSURE AMERICA LIFE INSURANCE                                                 
COMPANY                                                                         
By: Swiss Re Asset Management (Americas) Inc.                                   

By:    CHRISTOPHER J. WEIHS                                                     
Christopher J. Weihs                                              
Title: Managing Director                                                        
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CONSENT AND REAFFIRMATION OF GUARANTORS 

     The undersigned hereby consents to this Amendment No. 1 and reaffirms its
obligations under the Guaranty Agreement.                                       

BAY WEST PAPER CORPORATION               THE MIDDLETOWN HYDRAULIC               
         COMPANY

By:   SCOTT P. DOESCHER                  By:   SCOTT P. DOESCHER                
Scott P. Doescher                        Scott P. Doescher          
   Senior Vice President, Finance           Senior Vice President, Finance

MOSINEE HOLDINGS, INC.                   MOSINEE PAPER CORPORATION              

By:   SCOTT P. DOESCHER                  By:   SCOTT P. DOESCHER                
Scott P. Doescher                        Scott P. Doescher          
   Senior Vice President, Finance           Senior Vice President, Finance

RHINELANDER PAPER COMPANY,               THE SORG PAPER COMPANY                 
INC.                                                                            

By:   SCOTT P. DOESCHER                  By:   SCOTT P. DOESCHER                
Scott P. Doescher                        Scott P. Doescher          
   Senior Vice President, Finance           Senior Vice President, Finance

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WAUSAU PAPERS OF                         WAUSAU PAPERS OTIS MILL, INC.          
NEW HAMPSHIRE, INC.                                                             

By:   SCOTT P. DOESCHER                  By:   SCOTT P. DOESCHER                
Scott P. Doescher                        Scott P. Doescher          
   Senior Vice President, Finance           Senior Vice President, Finance
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Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		7/11/05
For Period End:		6/28/05		1
		9/30/04		1					3,  4,  8-K
		8/31/99		1
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