Exhibit 4.3





Exhibit
4.3




SECOND SUPPLEMENTAL INDENTURE




SECOND SUPPLEMENTAL INDENTURE (“Second Supplemental Indenture”), dated as of November 16,
2010, among Mercer International Inc., a Washington corporation (the “Company”) and Wells Fargo
Bank, National Association, as trustee (the “Trustee”).



WITNESSETH:




WHEREAS, the Company and the Trustee entered into an indenture dated as of December 10, 2004
(the “Base Indenture”), as amended and supplemented by the first supplemental indenture dated as of
February 14, 2005 (the “First Supplemental Indenture,” and, together with the Base Indenture, the
"Indenture”), governing the Company’s 9.25% Senior Notes due 2013 (the “Notes”);



WHEREAS, pursuant to its offer to purchase and consent solicitation statement dated November
2, 2010, the Company commenced a tender offer for any and all of the outstanding Notes and
solicited the consents of the Holders of the Notes to certain proposed amendments to the Indenture
(the “Consent and Tender Offer”);



WHERAS, under Section 9.02 of the First Supplemental Indenture, the Company and the Trustee
may amend or supplement the First Supplemental Indenture with the consent of the Holders of at
least a majority in aggregate principal amount of Notes then outstanding voting as a single class
pursuant to the terms set forth therein;



WHEREAS, Holders of at least a majority in aggregate principal amount of Notes outstanding
voting as a single class have consented to the amendments set forth herein in connection with the
Consent and Tender Offer;



WHEREAS, the Company desires to enter into this Second Supplemental Indenture on the date set
forth above for the purpose of making the amendments set forth herein, which amendments will become
operative as set forth in Section 5(b) hereof; and



WHEREAS, all other conditions and requirements necessary to make this Second Supplemental
Indenture a valid, binding and legal instrument enforceable in accordance with its terms have been
performed and fulfilled by the parties hereto, and the execution and delivery thereof have been in
all respects duly authorized by the parties hereto.



NOW, THEREFORE, the Company and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders of the Notes:



1. DEFINITIONS. For all purposes of the Indenture and this Second Supplemental Indenture, except
as otherwise expressly provided or unless the context otherwise requires:



(a) References. The terms “herein,” “hereof” and other words of similar import refer to the
Indenture and this Second Supplemental Indenture as a whole and not to any particular article,
section or other subdivision; and


 


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(b) Capitalized Terms. All capitalized terms used in this Second Supplemental Indenture but
not defined herein shall have the meanings assigned to such terms in the First Supplemental
Indenture.



2. ELIMINATION AND AMENDMENT OF CERTAIN DEFINED TERMS IN THE INDENTURE. From and as of the
Operational Time (as defined in Section 5(b) of this Second Supplemental Indenture), any defined
terms appearing in Article 1 of the First Supplemental Indenture or elsewhere in the Indenture, and
all references thereto, that are used solely in the sections, subsections or provisions of the
Indenture deleted from the Indenture by virtue of Section 3 of this Second Supplemental Indenture
shall be deleted in their entireties from the Indenture.



3. AMENDMENT OF CERTAIN PROVISIONS OF ARTICLES 3, 4, 5 AND 6 OF THE FIRST SUPPLEMENTAL INDENTURE
AND OTHER RELATED PROVISIONS OF THE INDENTURE.



(a) Amendment of Section 3.09 of the First Supplemental Indenture. From and as of the
Operational Time (as defined in Section 5(b) of this Second Supplemental Indenture), Section 3.09
of the First Supplemental Indenture shall be amended by deleting such section in its entirety,
together with any references thereto in the First Supplemental Indenture.



(b) Amendment of Article 4 of the First Supplemental Indenture. From and as of the Operational
Time (as defined in Section 5(b) of this Second Supplemental Indenture), Article 4 of the First
Supplemental Indenture shall be amended by deleting Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20 and 4.21 in their entireties,
together with any references thereto in the First Supplemental Indenture.



(c) Amendment of Section 5.01 of the First Supplemental Indenture. From and as of the
Operational Time (as defined in Section 5(b) of this Second Supplemental Indenture), Section 5.01
of the First Supplemental Indenture shall be amended by:




	 	(i)	 	adding “and” after “;” at the end of clause (2) in the first paragraph of
Section 5.01;
	 
	 	(ii)	 	deleting “; and” at the end of clause (3) in the first paragraph of Section
5.01 and substituting “.” therefor;
	 
	 	(iii)	 	deleting clause (4) in the first paragraph of Section 5.01 in its entirety,
together with any references thereto in the First Supplemental Indenture; and
	 
	 	(iv)	 	deleting the following language below the first paragraph of Section 5.01 in
its entirety: “In addition, the Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related transactions, to
any other Person.”





(d) Amendment of Article 6 of the First Supplemental Indenture. From and as of the Operational
Time (as defined in Section 5(b) of this Second Supplemental Indenture), Article 6 of the First
Supplemental Indenture shall be amended by: (i) deleting Sections 6.01(3), (4), (5), (6), (7), (8)
and (9) in their entireties, together with any references thereto in the First Supplemental Indenture; (ii) adding “and” after “;” at the end of Section 6.01(1); and (iii)
deleting “;” at the end of Section 6.01(2) and substituting “.” therefor.



 


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(e) Amendment of Additional Provisions of the Indenture. From and as of the Operational Time
(as defined in Section 5(b) of this Second Supplemental Indenture), any and all additional
provisions of the Indenture shall be deemed amended to reflect the intentions of the amendments
provided for in this Section 3 and elsewhere herein.



4. AMENDMENT OF THE NOTES. Any corresponding provisions reflected in the Notes shall also be
deemed amended in conformity herewith.



5. EFFECT OF SECOND SUPPLEMENTAL INDENTURE; OPERATION OF AMENDMENTS.



(a) Effect of Second Supplemental Indenture. In accordance with Section 9.04 of the First
Supplemental Indenture, upon the execution of this Second Supplemental Indenture, the Indenture
shall be modified in accordance herewith, and this Second Supplemental Indenture shall form a part
of the Indenture for all purposes; and every Holder of the Notes heretofore authenticated and
delivered under the Indenture shall be bound hereby. Except as modified by this Second
Supplemental Indenture, the Indenture and the Notes, and the rights of the Holders of the Notes
thereunder, shall remain unchanged and in full force and effect.



(b) Operation of Amendments. The amendments set forth in Sections 2, 3 and 4 of this Second
Supplemental Indenture shall not become operative unless and until the date and time (such date and
time, the “Operational Time”) the Company notifies (in writing) Wells Fargo Bank, National
Association, as depositary for the Notes under the Consent and Tender Offer (the “Depositary”),
that the Company has accepted for purchase Notes validly tendered and not withdrawn representing at
least a majority in aggregate principal amount of the outstanding Notes pursuant to the Consent
and Tender Offer. In the event the Company notifies (in writing) the Depositary that it has
withdrawn or terminated the Consent and Tender Offer prior to the Operational Time, this Second
Supplemental Indenture shall be terminated and be of no force or effect and the Indenture shall not
be modified hereby. The Company shall promptly notify the Trustee in writing of any notice it
gives to the Depositary.



6. MATTERS CONCERNING THE TRUSTEE. The Trustee accepts the trusts of the Indenture, as amended and
supplemented by this Second Supplemental Indenture, and agrees to perform the same, but only upon
the terms and conditions set forth in the Indenture, as amended and supplemented by this Second
Supplemental Indenture, to which the parties hereto and the Holders from time to time of the Notes
agree and, except as expressly set forth in the Indenture, as amended and supplemented by this
Second Supplemental Indenture, shall incur no liability or responsibility in respect thereof.
Without limiting the generality of the foregoing, the recitals contained herein shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for their correctness, and
the Trustee makes no representation as to the validity or sufficiency of this Second Supplemental
Indenture or any consents thereto.



7. RATIFICATION AND CONFIRMATION OF THE INDENTURE. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions
thereof shall be and remain in full force and effect.


 


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8. MISCELLANEOUS.



(a) Binding Effect. All agreements of the Company in this Second Supplemental Indenture shall
be binding upon the Company’s successors. All agreements of the Trustee in this Second
Supplemental Indenture shall be binding upon its successors.



(b) Governing Law. This Second Supplemental Indenture shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be governed by and construed in
accordance with the laws of the State of New York.



(c) Conflict with Trust Indenture Act of 1939. If and to the extent that any provision of this
Second Supplemental Indenture limits, qualifies or conflicts with the duties imposed by Sections
310-317 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), by operation of
Section 318(c) of the Trust Indenture Act, the imposed duties shall control.



(d) Headings for Convenience of Reference. The titles and headings of the sections of this
Second Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms or provisions
hereof.



(e) Counterparts. This Second Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but such counterparts
shall constitute but one and the same agreement.



(f) Severability. In case any provision of this Second Supplemental Indenture shall be
determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired
thereby.



(g) Effect Upon Indenture. This Second Supplemental Indenture shall form a part of Indenture
for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered
shall be bound hereby.



(h) Interpretation. After the Operational Time, all the terms and conditions of both the
Indenture and the Second Supplemental Indenture shall be read together as though they constitute
one instrument, except that, in case of conflict, the provisions of this Second Supplemental
Indenture will control. In case of conflict between the terms and conditions contained in the
Notes and those contained in the Indenture, as modified and amended by this Second Supplemental
Indenture, the provisions of the Indenture, as modified by this Second Supplemental Indenture,
shall control.



(signature page follows)





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SIGNATURES




Dated as of November 16, 2010




	 	 	 	 	 
	 	MERCER INTERNATIONAL INC.

 	 
	 	By:  	/s/ David Gandossi
 	 
	 	 	Name:  	David Gandossi 	 
	 	 	Title:  	Secretary and Chief Financial Officer 	 
	 
	 	WELLS FARGO BANK,

NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Maddy Hall
 	 
	 	 	Name:  	Maddy Hall 	 
	 	 	Title:  	Vice President 	 
	 




 


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