Common use of Exchange and Registration Rights Agreement Clause in Contracts

Exchange and Registration Rights Agreement. The Company and the Participant hereby acknowledge and agree that for so long as the Participant is the holder of the Note: (a) The Company shall take any action under the Exchange and Registration Rights Agreement with respect to the Note not later than the time comparable action is taken pursuant to any other existing exchange and registration rights agreement covering the 9.250% Senior Notes due 2019; provided, however, that the Company shall not be obligated to include the Note in any registration statement initially filed with the Securities and Exchange Commission pursuant to any existing exchange and registration rights agreement covering the 9.250% Senior Notes due 2019, provided that the Company includes the Note in an amendment to such registration statement filed before such registration statement is declared effective by the Securities and Exchange Commission. (b) Section 8 of the Exchange and Registration Rights Agreement shall be amended such that references therein to “Rule 144A” shall be deemed to refer to both “Rule 144” and “Rule 144A.” (c) Section 7(e) of the Exchange and Registration Rights Agreement shall be amended as follows: 1. The following language shall be deleted: “ (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Notes or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also” 2. The following sentence shall be deleted: “The relative benefits received by the Issuer and the Guarantors on the one hand and such Participant on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) of the Notes received by the Issuer bear to the total discounts and commissions received by such Participant in connection with the sale of the Notes (or if such Participant did not receive discounts or commissions, the value of receiving the Notes sold).”

Exchange and Registration Rights Agreement. If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers and the Company. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President and Chief Financial Officer Accepted as of the date hereof: By: /s/ Xxxxxxx, Xxxxx & Co. By: Name: Title: By: Name: Title: Accepted as of the date hereof: By: By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President By: Name: Title: Accepted as of the date hereof: By: By: Name: Title: By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory DEADLINE FOR RESPONSE: [—] The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the Xxxxxx Western Forest Products Ltd. (the “Company”) 8.50% Senior Notes due 2021 (the “Notes”) are held. The Company is in the process of registering the Notes under the Securities Act of 1933, as amended, for resale by the beneficial owners thereof. In order to have their Notes included in the registration statement, beneficial owners must complete and return the Participant hereby acknowledge enclosed Notice of Registration Statement and agree Selling Securityholder Questionnaire. It is important that for so long as the Participant is the holder beneficial owners of the Note: Notes receive a copy of the enclosed materials as soon as possible as their rights to have the Notes included in the registration statement depend upon their returning the Notice and Questionnaire by [—]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Notes through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Xxxxxx Western Forest Products Ltd., 00000-000 Xxxxxx, Xxxxxxxx, Xxxxxxx X0X0X0 (aTelephone: (000) The Company shall take any action under 000-0000). Reference is hereby made to the Exchange and Registration Rights Agreement with respect (the “Exchange and Registration Rights Agreement”) between Xxxxxx Western Forest Products Ltd. (the “Company”) and the Purchasers named therein. Pursuant to the Note not later than Exchange and Registration Rights Agreement, the time comparable action is taken pursuant to any other existing exchange Company has filed or will file with the United States Securities and Exchange Commission (the “Commission”) a registration rights agreement covering statement on Form F-4 (the 9.250“Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 8.50% Senior Notes due 2019; provided, however, that the Company shall not be obligated to include the Note in any registration statement initially filed with the Securities and Exchange Commission pursuant to any existing exchange and registration rights agreement covering the 9.250% Senior Notes due 2019, provided that the Company includes the Note in an amendment to such registration statement filed before such registration statement is declared effective by the Securities and Exchange Commission. (b) Section 8 2021. A copy of the Exchange and Registration Rights Agreement has been filed as an exhibit to the Shelf Registration Statement and can be obtained from the Commission’s website at xxx.xxx.xxx. All capitalized terms not otherwise defined herein shall be amended such that references therein to “Rule 144A” shall be deemed to refer to both “Rule 144” and “Rule 144A.” (c) Section 7(e) of have the meanings ascribed thereto in the Exchange and Registration Rights Agreement shall Agreement. Each beneficial owner of Transfer Restricted Securities (as defined below) is entitled to have the Transfer Restricted Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be amended as follows: 1completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [—]. The following language shall be deleted: “ Beneficial owners of Transfer Restricted Securities who do not properly complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the relative benefits received by the indemnifying party or parties on the one hand Shelf Registration Statement and the indemnified party on the other from the offering of the Notes or (ii) if may not use the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also” 2Prospectus forming a part thereof for resales of Transfer Restricted Securities. The following sentence shall be deleted: “The relative benefits received by the Issuer and the Guarantors on the one hand and such Participant on the other shall be deemed to be Certain legal consequences arise from being named as a selling securityholder in the same proportion that Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the total net proceeds from consequences of being named or not being named as a selling securityholder in the offering (before deducting expenses) of the Notes received by the Issuer bear to the total discounts Shelf Registration Statement and commissions received by such Participant in connection with the sale of the Notes (or if such Participant did not receive discounts or commissions, the value of receiving the Notes sold)related Prospectus.”

Exchange and Registration Rights Agreement. The Company and the Participant hereby acknowledge and agree that for so long as the Participant is the holder of the Note: (a) The Company shall take any action under the Exchange and Registration Rights Agreement with respect to the Note not later than the time comparable action is taken pursuant to any other existing exchange and registration rights agreement covering the 9.250% Senior Notes due 2019; provided, however, that the Company shall not be obligated to include the Note in any the registration statement initially on Form S-4 previously filed by the Company with the Securities and Exchange Commission pursuant to any existing exchange (the “SEC”) and registration rights agreement covering the 9.250% Senior Notes due 2019, provided that the Company includes the Note in an amendment to such 2019 (which registration statement filed is not yet effective), before such registration statement is declared effective by the Securities and Exchange CommissionSEC. (b) Section 8 of the Exchange and Registration Rights Agreement shall be amended such that references therein to “Rule 144A” shall be deemed to refer to both “Rule 144” and “Rule 144A.” (c) Section 7(e) of the Exchange and Registration Rights Agreement shall be amended as follows: 1. The following language shall be deleted: “ (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Notes or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also.” 2. The following sentence shall be deleted: “The relative benefits received by the Issuer and the Guarantors on the one hand and such Participant on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) of the Notes received by the Issuer bear to the total discounts and commissions received by such Participant in connection with the sale of the Notes (or if such Participant did not receive discounts or commissions, the value of receiving the Notes sold).”

Exchange and Registration Rights Agreement. The Company and the Participant hereby acknowledge and agree that for so long as the Participant is the holder of the Note: (a) The Company shall take any action under the Exchange and Registration Rights Agreement with respect to the Note not later than the time comparable action is taken pursuant to any other existing exchange and registration rights agreement covering the 9.250% Senior Notes due 2019; provided, however, that the Company shall not be obligated to include the Note in any the registration statement initially on Form S-4 previously filed by the Company with the Securities and Exchange Commission pursuant to any existing exchange (the “SEC”) and registration rights agreement covering the 9.250% Senior Notes due 2019, provided that the Company includes the Note in an amendment to such 2019 (which registration statement filed is not yet effective), before such registration statement is declared effective by the Securities and Exchange CommissionSEC. (b) Section 8 of the Exchange and Registration Rights Agreement shall be amended such that references therein to “Rule 144A” shall be deemed to refer to both “Rule 144” and “Rule 144A.” (c) Section 7(e) of the Exchange and Registration Rights Agreement shall be amended as follows: 1. The following language shall be deleted: “ (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Notes or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also” 2. The following sentence shall be deleted: “The relative benefits received by the Issuer and the Guarantors on the one hand and such Participant on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) of the Notes received by the Issuer bear to the total discounts and commissions received by such Participant in connection with the sale of the Notes (or if such Participant did not receive discounts or commissions, the value of receiving the Notes sold).”