Common use of Support Agreements Clause in Contracts

Support Agreements. Certain Noteholders shall enter into support agreements attaching this Term Sheet as a Schedule (each a "Support Agreement") pursuant to which, among other things, each such Noteholder (individually, a "Noteholder Committee Member", with the ad hoc group of holders of the Notes to which such Noteholder Committee Member belongs being the "Noteholder Committee") will commit that (the following is a summary only, and in the event of any conflict between this summary and the Support Agreement, the terms of the Support Agreement shall govern): (i) Such Noteholder Committee Member will not solicit or enter into transactions with respect to the refinancing, recapitalization and/or restructuring of Tembec other than the Recapitalization and the New Loan; (ii) Such Noteholder Committee Member will support the Recapitalization by, among other things: (a) voting in favour of the Plan; (b) abstaining from any act that would frustrate or hinder consummation of the Recapitalization or the Plan, including, without limitation, abstaining from taking any action to enforce a remedy in respect of any Identified Events of Default (defined below); and (c) consenting to any reasonable requests by Tembec for a temporary waiver of any Identified Events of Default; and (iii) In the event that (a) Tembec determines in its good faith judgement that it is desirable to proceed with an alternative transaction structure, including, without limitation a plan of compromise and arrangement under the Companies’ Creditors Arrangement Act instead of or in conjunction with the Plan, (b) such alternative transaction provides substantially the same treatment to all affected parties and the financial implications for Noteholders are the same, and (c) such alternative transaction is initiated on or before April 30, 2008 (as described in each of the foregoing clauses (a), (b) and (c), an "Alternative Recapitalization"), such Noteholder Committee Member will support such Alternative Recapitalization in the same manner and to the same extent that is has agreed to support the Recapitalization and the Plan.

Support Agreements. Certain Noteholders shall During (1) the occurrence and continuance ------------------ - of a Lease Event of Default or (2) a Return Arrangement Period, the Lessor may - give written notice to the Lessee that the Lessor wishes the Lessee to cause one or more of the Lessee's Affiliates to enter into support one or more Support Agreements (as defined and described below) with the Termination Owner (as defined below) (such written notice of request, a "Support Request"). If the Lessor shall have --------------- made a Support Request, unless the Lessee shall have cured such Lease Event of Default or shall have exercised a purchase or renewal option with respect to the Facility or the Lessee or its designee shall have purchased the Beneficial Interest, the Lessee will, not later than the Support Effective Date (as defined below), cause one or more of its Affiliates to enter into one or more agreements attaching this Term Sheet as a Schedule coterminous with the Ground Lease (each each, a "Support Agreement") with the Lessor ----------------- or such Person as the Lessor may designate as the owner of the Facility Assets (the "Termination Owner") pursuant ----------------- to whichwhich Support Agreements, among such Affiliate(s) shall (a) to the extent that the - Lessee or a Subsidiary of the Guarantor produces toluene, propylene or any other thingsproduct at the Refinery that is surplus to its own and its Affiliates' requirements and is generally sold on a commercial basis by the Lessee or any Subsidiary of the Guarantor to Persons who are not Affiliates of the Lessee or any Subsidiary of the Guarantor, each sell toluene, propylene and/or any such Noteholder other product to the Termination Owner at Fair Market Rates for use with the Facility Assets at the Site; (individuallyb) supply the Termination Owner, a "Noteholder Committee Member"at cost (including, - without limitation, pro rata overhead and similar costs), with utility and other services necessary for the ad hoc group of holders operation of the Notes Facility Assets at the Site, including steam, fuel, gas, electricity, cooling water, river water, potable water, fire water, waste water treatment, plant air, instrument air, hydrogen, nitrogen, high pressure waste gas system, low pressure waste gas system and flare system (provided that, if a particular utility or service is required by -------- applicable law to which such Noteholder Committee Member belongs being be provided directly to the "Noteholder Committee") will commit that (the following is Termination Owner by a summary only, and in the event of any conflict between this summary and the Support Agreementpublic utility, the terms Lessee or one of its Affiliates shall take such action as is required to permit such public utility to be able to have access sufficient to provide such utility or service directly to the Termination Owner at the Site); (c) provide "start-up" technical support and training, at Fair Market Rates, for - up to twenty-five (25) employees or agents of the Support Agreement shall govern): (i) Such Noteholder Committee Member will not solicit or enter into transactions Termination Owner with respect to the refinancingoperation of the Facility Assets at the Site; (d) if and for so long as - an Affiliate of the Lessee continues to own and operate the Refinery or a Significant Portion thereof, recapitalization and/or restructuring operate the Facility Assets on behalf of Tembec the Termination Owner, for which operation and management services such Affiliates shall receive compensation at Fair Market Rates; provided that in lieu of the -------- foregoing, the Lessor shall have the option to designate such other than Person, as the Recapitalization Lessor may choose, to operate the Facility Assets on behalf of the Termination Owner, such other Person to be subject to the Lessee's approval with respect to such other Person's credit-worthiness, reliability, environmental record, experience in operating similar facilities and other similar matters, such approval not to be unreasonably withheld; (e) grant the Termination Owner - access rights over such areas within the Refinery, if any, not covered by the Ground Lease as shall be necessary to operate the Facility Assets as the Facility Assets shall have been operated immediately prior to termination, including, to the extent necessary and not so covered, any necessary easements and rights to use of the Wharf and parking facilities, if any, at fair market rates (reflecting the fair market value of the right to use the Site, as enhanced by all such easements and other rights, including the Easements) and subject, in each case, to proportionate cost sharing arrangements satisfactory to the Guarantor and the New Loan; (ii) Such Noteholder Committee Member will support the Recapitalization byprovider of such rights with respect to use, among other things: (a) voting in favour upkeep and maintenance of such portions of the PlanRefinery (including the Wharf); (bf) abstaining from any act that would frustrate enter - into shared storage or hinder consummation other storage arrangements, or assist in arranging off- site storage outside the Facility and the Refinery, at Fair Market Rates for storage of toluene, benzene and paraxylene, subject to tank contamination provisions satisfactory to the Recapitalization or Guarantor; (g) license the Plan, MTPX Technology - (including, without limitation, abstaining from taking (x) leases or other agreements for the use of - the catalyst or replacement catalyst and (y) any action technology necessary to enforce a remedy the - operation of the Facility as modified by the Modifications described in Section 11.5(a)(ii) or (b) of the Lease), at Fair Market Rates to the Termination Owner, for use only with the Facility Assets at the Site, subject to confidentiality and other agreements satisfactory to the Guarantor; and (h) such other support - and services as are reasonable and necessary for the use and operation of the Facility Assets on the Site in the manner contemplated by the Lease for such reasonable compensation as may be agreed. Each Support Agreement shall require that the Termination Owner reimburse the Lessee and any of its Affiliates for all costs and expenses paid by them in connection with the disposition of any part of the Facility by such Termination Owner (other than in respect of a disposition under Section 16.1 of the Lease or the Lessee's obligations set forth in Section 12.3 of the Ground Lease). The Owner Trustee shall not designate any Identified Events Termination Owner, nor shall any Termination Owner convey any rights in respect of Default (defined below); and (c) consenting the Facility Assets to any reasonable requests by Tembec for a temporary waiver Person, unless such Termination Owner or Person (x) shall have agreed to perform all obligations of any Identified Events the - Termination Owner under each Support Agreement and of Default; and (iii) In the event that (a) Tembec determines in its good faith judgement that it is desirable to proceed with an alternative transaction structure, including, without limitation a plan of compromise and arrangement Ground Lessee under the Companies’ Creditors Arrangement Act instead of or in conjunction with the Plan, (b) such alternative transaction provides substantially the same treatment to all affected parties and the financial implications for Noteholders are the sameGround Lease, and (cy) shall have agreed, in a manner reasonably satisfactory - to the Guarantor, to reimburse the Lessee and any of its Affiliates as required by the immediately preceding sentence of this Section 10.9; provided that any -------- such alternative transaction is initiated on transfer or before April 30, 2008 (as described assignment to a Termination Owner or other Person shall be effective only if the conditions to transfer set forth in each of the foregoing clauses (a), (b) and (ce) of Section 13.2 shall be satisfied. Upon expiration of the Lease, the Owner Participant or, if the Owner Participant no longer has any right, title or interest in the Trust Estate (or directly or indirectly in the Facility), an "Alternative Recapitalization"), the Termination Owner shall fully and unconditionally guarantee the obligations of the Lessor and such Noteholder Committee Member will support such Alternative Recapitalization Termination Owner (in the same manner case of the Owner Participant) or Person under such Support Agreements and to under the same extent that is has agreed to support Ground Lease. The obligations of the Recapitalization Lessee's Affiliates under the Support Agreements shall be fully and unconditionally guaranteed by the Guarantor. The Lessee shall pay the reasonable out-of-pocket costs and expenses incurred by the Lessor and the PlanOwner Participant in connection with the negotiation, execution and delivery of the Support Agreements, including reasonable attorneys' fees and disbursements.

Support Agreements. Certain Noteholders shall enter into support agreements attaching this Term Sheet as a Schedule (each a "Support Agreement") pursuant to which, among other things, each such Noteholder (individually, a "Noteholder Committee Member", with the ad hoc group of holders of the Notes to which such Noteholder Committee Member belongs being the "Noteholder Committee") will commit that (the following is a summary only, and in the event of any conflict between this summary and the Support Agreement, the terms of the Support Agreement shall govern): (i) Such Noteholder Committee Member will not solicit or enter into transactions with respect to the refinancing, recapitalization and/or restructuring of Tembec other than the Recapitalization and the New Loan; (ii) Such Noteholder Committee Member will support the Recapitalization by, among other things: If (a) voting in favour BrandCo exercises its rights to automatically transfer the membership interests of LicenseCo pursuant to Section 2(d) of the Plan; (b) abstaining from any act that would frustrate or hinder consummation of the Recapitalization or the Plan, including, without limitation, abstaining from taking any action to enforce a remedy in respect of any Identified Events of Default (defined below); Membership Interest Transfer Restriction and (c) consenting to any reasonable requests by Tembec for a temporary waiver of any Identified Events of Default; and (iii) In the event that (a) Tembec determines in its good faith judgement that it is desirable to proceed with an alternative transaction structure, including, without limitation a plan of compromise and arrangement under the Companies’ Creditors Arrangement Act instead of or in conjunction with the PlanSuccession Agreement, (b) such alternative transaction provides substantially BrandCo exercises its rights under Section 3(b)(iv) of the same treatment Credit and Security Agreement, or (c) BrandCo exercises its rights under Section 15 of the Note (as defined in and attached to all affected parties the Credit and Security Agreement) (each, an “Acceleration Event”), then, in each case, (x) the financial implications for Noteholders are Acceleration Event shall trigger the sameChange-in- Control Closing to take place under the Membership Interest Purchase Agreement, (y) Buyer’s License Holder Affiliate shall pay to LCHC the Change-in-Control Closing Consideration Amount contemplated by Section 1.02 of the Membership Interest Purchase Agreement, and (cz) such alternative transaction is initiated on Buyer shall pay to the Seller the Change-in-Control Closing Cash Consideration and the Change-in-Control Equity Consideration. For the avoidance of doubt, under no circumstance shall the occasion of an Acceleration Event give rise to any right to terminate the Membership Interest Purchase Agreement or before April 30to the failure of any condition to closing set forth therein, 2008 (as described nor shall Buyer or Buyer’s License Holder Affiliate have the right to withhold or offset any amounts otherwise payable thereunder, in each case, due to the breach or default of the foregoing clauses (a)provision of the Membership Interest Transfer Restriction and Succession Agreement, (b) the Credit and (c)Security Agreement, an "Alternative Recapitalization"), such Noteholder Committee Member will support such Alternative Recapitalization in or the same manner and Note that gave rise to the same extent that is has agreed to support the Recapitalization and the PlanAcceleration Event contemplated by this Section 10.21.