EXHIBIT 4.19


 


EXECUTION VERSION


 


BRINGING THIS DOCUMENT OR ANY
CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY
WRITTEN CONFIRMATION (INCLUDING E-MAIL AND FAX) OR WRITTEN REFERENCE (INCLUDING
E-MAIL AND FAX) TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN
STAMP DUTY TAX.


 


FIRST SUPPLEMENTAL INDENTURE


 


First
Supplemental Indenture (this “Supplemental Indenture”)
dated as of August 27, 2009, among (i) Sappi Limited, a company
organized and existing under the laws of South Africa, (ii) Sappi
International S.A., Sappi Europe S.A., Sappi Lanaken NV, and Sappi Lanaken
Press Paper NV, each a company organized and existing under the laws of
Belgium, (iii) Sappi Finland I Oy, a company organized and existing under the
laws of Finland, (iv) Sappi Pulp Asia Limited, a company organized and
existing under the laws of Hong Kong, (v) Sappi Papier Holding GmbH, Sappi
Gratkorn GmbH, Sappi MagnoStar GmbH, and Sappi Austria Produktions-GmbH &
Co. KG, each a company organized and existing under the laws of Austria, (vi) Sappi
Netherlands B.V., Sappi Maastricht B.V. and Sappi Nijmegen B.V., each a company
incorporated and existing under the laws of The Netherlands and with their
respective corporate seats in Maastricht, Maastricht and Nijmegen, (vii) Sappi
Deutschland Holding GmbH, Sappi Alfeld GmbH, Sappi Deutschland GmbH, Sappi
Ehingen GmbH, and Sappi Stockstadt GmbH, each a company organized and existing
under the laws of Germany, (viii) S.D. Warren Company, a company organized
and existing under the laws of Pennsylvania, and (ix) Sappi Cloquet LLC,
and SDW Holdings Corporation, each a company organized and existing under the
laws of Delaware (each of the companies set forth in the preceding clauses (i) to
(ix), a “Subsequent Guarantor”), PE Paper Escrow
GmbH, an Austrian limited liability company (Gesellschaft
mit beschränkter Haftung), having its registered office at
Teinfaltstrasse 8, 1010 Vienna Austria and registered with the Commercial Court
of Vienna, Austria under registration number FN 315874 x, as Issuer (the “Issuer”) J.P. Morgan Europe Limited, as Security Agent, The
Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and
Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as
Luxembourg Paying Agent.


 


W I T N E S S E T H


 


WHEREAS,
the Issuer has heretofore executed and delivered to the Trustee an indenture
(the “Indenture”), dated as of July 29,
2009, providing for the issuance of euro denominated 11.75% Senior Secured
Notes due 2014 (the “Euro Notes”) and dollar denominated 12% Senior Secured Notes due
2014 (the “Dollar Notes” and, together with the Euro Notes, the “Notes”);


 


WHEREAS,
the Indenture provides that under certain circumstances each of the Subsequent
Guarantors shall execute and deliver to the Trustee a supplemental indenture
and notation of guarantee pursuant to which such Subsequent Guarantor shall


 

















 


unconditionally
guarantee all of the Issuer’s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the “Guarantee”);
and


 


WHEREAS,
pursuant to Section 9.01 of the Indenture, the Issuer and the Trustee 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, each of the
Subsequent Guarantors and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders as follows:


 


1.             CAPITALIZED
TERMS.  Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.


 


2.             AGREEMENT TO
GUARANTEE.  Each of the Subsequent
Guarantors hereby agrees to provide an unconditional Guarantee on the terms and
subject to the provisions, including the limitations, and conditions set forth
in the Note Guarantee and in the Indenture including but not limited to Article 11
thereof, and hereby further agrees to accede to the Indenture as a Guarantor
and be bound by the covenants therein applicable to Guarantors and, in the case
of Sappi Limited, also accede to the Indenture and be bound by the covenants
therein applicable to the Parent.


 


3.             EXECUTION AND
DELIVERY.


 


(a)           To evidence
its Guarantee, each of the Subsequent Guarantors hereby agrees that a notation
of such Guarantee shall be endorsed by an Officer of such Subsequent Guarantor
on each Note authenticated and delivered by the Trustee and that this
Supplemental Indenture shall be executed on behalf of such Subsequent Guarantor
by one of its Directors or Officers.


 


(b)           Each of the
Subsequent Guarantors hereby agrees that its Guarantee shall remain in full
force and effect notwithstanding any failure to endorse on each Note a notation
of such Guarantee.


 


(c)           If an Officer
whose signature is on this Supplemental Indenture or on the Guarantee no longer
holds that office at the time the Trustee authenticates the Note on which a
Guarantee is endorsed, the Guarantee shall be valid nevertheless.


 


(d)           Upon
execution of this Supplemental Indenture, the delivery of any Note by the Trustee,
after the authentication thereof hereunder, shall constitute due delivery of
the Guarantee set forth in this Supplemental Indenture on behalf of each of the
Subsequent Guarantors.


 


4.             [RESERVED]


 


5.             RELEASES.          Each
Guarantee shall be automatically and unconditionally released and discharged in
accordance with Section 11.04 of the Indenture.


 

















 


6.             NO RECOURSE
AGAINST OTHERS.  No past, present or
future director, officer, employee, incorporator, stockholder or agent of any
Subsequent Guarantor, as such, shall have any liability for any obligations of
the Issuer or any Subsequent Guarantor under the Notes, any Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for issuance of the Notes.


 


7.             INCORPORATION
BY REFERENCE.  Section 13.05 of the
Indenture is incorporated by reference into this Supplemental Indenture as if
more fully set out herein.


 


8.             THIS
SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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.


 


9.             COUNTERPARTS.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.


 


10.          EFFECT OF
HEADINGS.  The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


11.          THE TRUSTEE.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by each Subsequent Guarantor and the
Issuer.


 


(Signature pages follow)


 

















 


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


 


 


	
   

  	
  PE Paper Escrow GmbH

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mr. Alexander Walther

  
	
   

  	
  Name: Mr. Alexander Walther

  
	
   

  	
  Title: Managing Director

  
	
   

  	
  Location:
  Bratislava, Slovakia

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Limited

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  M.Thompson

  
	
   

  	
  Name:
  M.Thompson

  
	
   

  	
  Title: Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi International S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Pässler

  
	
   

  	
  Name: J.
  Pässler

  
	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  M.Thompson

  
	
   

  	
  Name: M.Thompson

  
	
   

  	
  Title: Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Europe S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B. Wiersum

  
	
   

  	
  Name: B. Wiersum

  
	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Quaedvlieg

  
	
   

  	
  Name: M.
  Quaedvlieg

  
	
   

  	
  Title: Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Lanaken NV

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B. Wiersum

  
	
   

  	
  Name: B. Wiersum

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Quaedvlieg

  
	
   

  	
  Name: M.
  Quaedvlieg

  
	
   

  	
  Title: Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Lanaken Press Paper
  NV

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B. Wiersum

  
	
   

  	
  Name: B. Wiersum

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Quaedvlieg

  
	
   

  	
  Name: M.
  Quaedvlieg

  
	
   

  	
  Title: Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Finland I Oy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B. Wiersum

  
	
   

  	
  Name: B. Wiersum

  
	
   

  	
  Title: Director

  



 


[Signature Page to
Supplemental Indenture]


 














 


	
   

  	
  Sappi Pulp Asia Limited

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ L. Chan

  
	
   

  	
   

  
	
   

  	
  Name: L. Chan

  
	
   

  	
  Title: Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Papier Holding GmbH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Pässler

  
	
   

  	
  Name: J.
  Pässler

  
	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B. Wiersum

  
	
   

  	
  Name: B. Wiersum

  
	
   

  	
  Title: Managing Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Gratkorn GmbH

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M.
  Oberhumer

  
	
   

  	
  Name: M. Oberhumer

  
	
   

  	
  Title: Managing Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi MagnoStar GmbH

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M.
  Oberhumer

  
	
   

  	
  Name: M. Oberhumer

  
	
   

  	
  Title: Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Austria
  Produktions-GmbH & Co. KG

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M.
  Oberhumer

  
	
   

  	
  Name: M. Oberhumer

  
	
   

  	
  Title: Managing Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Netherlands B.V.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B. Wiersum

  
	
   

  	
  Name: B. Wiersum

  
	
   

  	
  Title: Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Maastricht B.V.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Quaedvlieg

  
	
   

  	
  Name: M. Quaedvlieg

  
	
   

  	
  Title: Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Nijmegen B.V.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Quaedvlieg

  
	
   

  	
  Name: M. Quaedvlieg

  
	
   

  	
  Title: Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Deutschland Holding
  GmbH

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Quaedvlieg

  
	
   

  	
  Name: M. Quaedvlieg

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B. Wiersum

  
	
   

  	
  Name: B. Wiersum

  
	
   

  	
  Title: Managing Director

  



 


[Signature Page to
Supplemental Indenture]


 

















 


	
   

  	
  Sappi Alfeld GmbH

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M.
  Hottmann

  
	
   

  	
  Name: M. Hottmann

  
	
   

  	
  Title: Managing Director

  



 


[Signature Page to
Supplemental Indenture]


 














 


	
   

  	
  Sappi Deutschland GmbH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M.
  Eiklenboom

  
	
   

  	
  Name: M. Eiklenboom

  
	
   

  	
  Title: Managing Director

  



 


[Signature Page to Supplemental
Indenture]


 

















 


	
   

  	
  Sappi Ehingen GmbH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dr. S. Wurdinger

  
	
   

  	
  Name: Dr. S. Wurdinger

  
	
   

  	
  Title: Managing Director

  



 


[Signature Page to Supplemental
Indenture]


 

















 


	
   

  	
  Sappi Stockstadt GmbH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B.
  Jäggi

  
	
   

  	
  Name: B. Jäggi

  
	
   

  	
  Title: Managing Director

  



 


[Signature Page to Supplemental
Indenture]


 

















 


	
   

  	
  S.D. Warren Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ A.
  Luchene

  
	
   

  	
  Name: A. Luchene

  
	
   

  	
  Title: Chief Financial Officer

  



 


[Signature Page to Supplemental
Indenture]


 

















 


	
   

  	
  Sappi Cloquet LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ A.
  Luchene

  
	
   

  	
  Name: A. Luchene

  
	
   

  	
  Title: Chief Financial Officer

  



 


[Signature Page to Supplemental
Indenture]


 

















 


	
   

  	
  SDW Holdings Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ A.
  Luchene

  
	
   

  	
  Name: A. Luchene

  
	
   

  	
  Title: Vice President

  



 


[Signature Page to Supplemental
Indenture]


 

















 


	
   

  	
  J.P. Morgan Europe
  Limited, as Security Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Franck. Gomboc

  
	
   

  	
  Name: Franck. Gomboc

  
	
   

  	
  Title: Vice President

  



 


[Signature Page to Supplemental
Indenture]


 

















 


	
   

  	
  The Bank of New York
  Mellon, as Trustee,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul. Cattermole

  
	
   

  	
  Name: Paul. Cattermole

  
	
   

  	
  Title: Vice President

  



 


[Signature Page to Supplemental
Indenture]


 

















 


	
   

  	
  The Bank of New York
  Mellon (Luxembourg) S.A., as Luxembourg Paying Agent,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul. Cattermole

  
	
   

  	
  Name: Paul. Cattermole

  
	
   

  	
  Title: Vice President

  



 


[Signature Page to Supplemental
Indenture]