Exhibit 4.1E


 


FOURTH SUPPLEMENTAL INDENTURE


 


This
Fourth Supplemental Indenture, dated as of April 8, 2009 (this “Supplemental
Indenture” or “Guarantee”), among Cellu Paper Holdings, Inc., a
Delaware corporation (“Holdings” or the “Guarantor”), Cellu Tissue
Holdings, Inc. (together with its successors and assigns, the “Company”),
each then existing Subsidiary Guarantor under the Indenture referred to below,
and The Bank of New York Mellon Trust Company, N.A., as successor trustee to
The Bank of New York (“Trustee”) under the Indenture referred to below.


 


W I T N E S S E T H:


 


WHEREAS,
the Company, the Subsidiary Guarantors and the Trustee have heretofore executed
and delivered an Indenture, dated as of March 12, 2004 (as amended,
supplemented, waived or otherwise modified, the “Indenture”), providing
for the issuance of 93⁄4% Senior Secured Notes due 2010 of the Company (the “Securities”);


 


WHEREAS,
Section 3.12 of the Indenture provides that after the Issue Date
the Company is required to cause each Restricted Subsidiary (other than a
Foreign Subsidiary that does not Guarantee any Indebtedness of the Company or
any Restricted Subsidiary) created or acquired by the Company or one or more
Restricted Subsidiaries or Holdings, in the event that Holdings Guarantees any
Indebtedness of the Company or any of its Restricted Subsidiaries, to execute
and deliver to the Trustee a supplemental indenture pursuant to which such
Subsidiary (or Holdings, if applicable) will unconditionally Guarantee, on a
joint and several basis with the other Subsidiary Guarantors, the full and
prompt payment of the principal of, premium, if any, and interest on the
Securities on a secured basis;


 


WHEREAS,
on June 12, 2006 Holdings became a guarantor of certain of the Company’s
Indebtedness;


 


WHEREAS,
the Company and Holdings, by executing and delivering this Supplemental
Indenture and other documentation required under the Indenture in connection
with adding Holdings as a guarantor, will be in compliance with the
requirements of Section 3.12 as such provision applies to Holdings;


 


WHEREAS,
pursuant to Section 9.1(4) of the Indenture, the Trustee and
the Company are authorized to execute and deliver this Supplemental Indenture
to amend or supplement the Indenture, without the consent of any Holder;


 


WHEREAS,
each of the Company and Holdings has duly authorized the execution and delivery
of this Supplemental Indenture, subject to the terms and conditions described
herein; and


 


WHEREAS,
each of the Company and Holdings has requested that the Trustee execute and
deliver this Supplemental Indenture, and all requirements necessary to make
this Supplemental Indenture a valid and legally binding instrument in
accordance with its terms and to give effect to the amendments described herein
and the execution and delivery of this Supplemental Indenture have been duly
authorized in all respects;


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Holdings, the
Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders of the Securities as follows:


 


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ARTICLE I


 


Definitions


 


SECTION 1.1 
Defined Terms.  As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined.


 


The words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.


 


ARTICLE II


 


Agreement to be Bound;
Guarantee


 


SECTION 2.1  Agreement to be Bound. 
Holdings hereby becomes a party to the Indenture and agrees to be bound by the
applicable provisions of the Indenture (as if it were a Subsidiary
Guarantor).  Holdings agrees to become a
party to and be bound by all of the provisions of the Collateral Documents and
the Intercreditor Agreement applicable to a Grantor (as defined in the Collateral
Documents).  Holdings further agrees to
perform all of the applicable obligations and agreements contained in the
Indenture (as if it were a Subsidiary Guarantor) and all of the obligations and
agreements of a Grantor under the Collateral Documents and the Intercreditor
Agreement for so long as Holdings guarantees any Indebtedness of the Company or
any Restricted Subsidiary.


 


SECTION 2.2   Guarantee. 
Holdings agrees, on a joint and several basis with all the existing Subsidiary
Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder
of the Securities and the Trustee the Obligations on a senior secured basis.


 


ARTICLE III


 


Miscellaneous


 


SECTION 3.1 
 Notices.  All notices and other communications to Holdings
shall be given as provided in the Indenture to Holdings, at the address set
forth in the Indenture for notices to the Company, with a copy to the Company
as provided in the Indenture for notices to the Company.


 


SECTION 3.2 
 Parties.  Nothing expressed or mentioned herein is intended
or shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.


 


SECTION 3.3 
 Governing Law.  This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.


 


SECTION 3.4 
 Severability Clause.  In case any provision in this
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 and such provision shall be ineffective
only to the extent of such invalidity, illegality or unenforceability.


 


SECTION 3.5 
 Ratification of Indenture; Supplemental Indentures 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
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby.  The Trustee makes no representation or warranty as
to the validity or sufficiency of this Supplemental Indenture or with respect
to the recitals contained herein, all of which recitals are made solely by the
other parties hereto.


 


SECTION 3.6 
 Counterparts.  The parties hereto may sign one or more copies
of this Supplemental Indenture in counterparts, all of which together shall
constitute one and the same agreement.


 


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SECTION 3.7 
 Headings.  The headings of the Articles and the sections in
this Guarantee are for convenience of reference only and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.


 


SECTION 3.8 
Trustee Makes No Representation.  The recitals and statements
contained herein are made by the Company and Holdings and not by the Trustee,
and the Trustee assumes no responsibility for the recitals, the statements,
factual or otherwise, or the effect or correctness thereof.  The Trustee
makes no representation as to the validity or sufficiency of this Fourth
Supplemental Indenture. All rights, protections, privileges, indemnities and
benefits granted or afforded to the Trustee under the Indenture shall be deemed
incorporated herein by this reference and shall be deemed applicable to all
actions taken, suffered or omitted by the Trustee under this Fourth
Supplemental Indenture.


 


[Signature pages follow.]


 


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


 


	
   

  	
  CELLU PAPER HOLDINGS,
  INC., as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Edwin Litton

  
	
   

  	
   

  	
  Name:

  	
  W. Edwin Litton

  
	
   

  	
   

  	
  Title:

  	
  General Counsel, Senior
  Vice President, Human Resources and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vaneta Bernard

  
	
   

  	
   

  	
  Name:

  	
  Vaneta Bernard

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CELLU TISSUE HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Edwin Litton

  
	
   

  	
   

  	
  Name:

  	
  W. Edwin Litton

  
	
   

  	
   

  	
  Title:

  	
  General Counsel, Senior
  Vice President, Human Resources and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CELLU TISSUE
  CORPORATION — NATURAL DAM

  
	
   

  	
  CELLU TISSUE
  CORPORATION — NEENAH

  
	
   

  	
  CELLU TISSUE LLC

  
	
   

  	
  CELLU TISSUE-CITYFOREST
  LLC

  
	
   

  	
  CELLU TISSUE-LONG
  ISLAND, LLC

  
	
   

  	
  CELLU TISSUE-THOMASTON,
  LLC

  
	
   

  	
  INTERLAKE ACQUISITION
  CORPORATION LIMITED

  
	
   

  	
  MENOMINEE ACQUISITION
  CORPORATION

  
	
   

  	
  VAN PAPER COMPANY

  
	
   

  	
  VAN TIMBER COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Edwin Litton

  
	
   

  	
   

  	
  Name:

  	
  W. Edwin Litton

  
	
   

  	
   

  	
  Title:

  	
  General Counsel, Senior
  Vice President, Human Resources and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COASTAL PAPER COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Van Paper Company, its
  managing partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Edwin Litton

  
	
   

  	
   

  	
  Name:

  	
  W. Edwin Litton

  
	
   

  	
   

  	
  Title: 

  	
  General Counsel, Senior
  Vice President, Human Resources and Secretary