SAPPI LIMITED AND THE BANK OF NEW YORK As Depositary AND OWNERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of October 23, 1998 As Amended and Restated as of November 4, 1998 As Further Amended and Restated as of...Deposit Agreement • December 10th, 2012 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes) • New York
CREDIT AGREEMENTCredit Agreement • December 27th, 2001 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
ANDDeposit Agreement • December 27th, 2001 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes) • New York
October 26, 1999Deposit Agreement • August 25th, 2005 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
SAPPI PAPIER HOLDING GmbH as Issuer J.P. MORGAN EUROPE LIMITED as Security Agent THE BANK OF NEW YORK MELLON as Trustee, Transfer Agent, Registrar and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent,...Indenture • December 10th, 2012 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes) • New York
INDENTURE dated as of July 5, 2012 by and among Sappi Papier Holding GmbH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office at Brucker Strasse 21, A-8101 Gratkorn, Austria and registered with the Commercial Court of Vienna, Austria under registration number FN 167931 h, 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, Registrar and Transfer Agent.
EURO 500,106,406 FACILITY AGREEMENT dated May 7, 2003 among SAPPI PAPIER HOLDING AG as Borrower and SAPPI INTERNATIONAL S.A. as Guarantor and BANK AUSTRIA CREDITANSTALT AG as Mandated Lead Arranger and Agent and the Lenders listed in Schedule 1 (Stamp...Facility Agreement • January 26th, 2009 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
Whereas the Sappi Group has acquired Potlatch Corporation's Coated Fine Paper Division for a purchase price amounting to USD 480,000,000 which was partially financed by Intercompany Financings from Sappi Papier Holding AG to Sappi Lanaken Press Paper N.V., Belgium, S.D. Warren Company, USA and Sappi UK Holdings B.V., Netherlands.
Exhibit A to Deposit AgreementDeposit Agreement • August 26th, 2005 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
The Bank of New York, as depositary (hereinafter called the "Depositary"), hereby certifies that ______________________________________, or registered assigns, IS THE OWNER OF _____________________________
M-real Corporation and Sappi LimitedLock-Up Deed • July 7th, 2010 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
The RCF Finance Parties The Hedge Counterparties UniCredit Bank Austria AG as OeKB Agent The OeKB Lenders The Bank of New York Mellon as Bond Trustee The Original Debtors and othersIntercreditor Agreement • July 7th, 2010 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
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. PLEASE READ CLAUSE 22.3 (STAMP TAXES), 25 (NOTICES) AND 28 (PLACE OF PERFORMANCE) OF THIS AGREEMENT IN CONNECTION WITH THE FOREGOING.
SAPPI PAPIER HOLDING GmbH as Issuer J.P. MORGAN EUROPE LIMITED as Security Agent THE BANK OF NEW YORK MELLON as Trustee, Transfer Agent, Registrar and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent,...Indenture • December 15th, 2011 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes) • New York
INDENTURE dated as of April 14, 2011 by and among Sappi Papier Holding GmbH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office at Brucker Strasse 21, A-8101 Gratkorn, Austria and registered with the Commercial Court of Vienna, Austria under registration number FN 167931 h, 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, Transfer Agent and Registrar.
Euro 209,000,000 CREDIT AGREEMENT dated 27 August 2009 for SAPPI LIMITED, SAPPI PAPIER HOLDING GMBH AND OTHERS arranged by CITIBANK, N.A. LONDON BRANCH THE ROYAL BANK OF SCOTLAND PLC UNICREDIT BANK AUSTRIA AG HSBC BANK PLC KBC BANK NV with acting as...Credit Agreement • July 7th, 2010 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
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. PLEASE READ CLAUSE 13.5 (STAMP TAXES), 29.1 (PAYMENTS TO THE AGENT), 31 (NOTICES) AND 37 (PLACE OF PERFORMANCE) OF THIS AGREEMENT IN CONNECTION WITH THE FOREGOING.
SAPPI PAPIER HOLDING GmbH as Issuer J.P. MORGAN EUROPE LIMITED as Security Agent THE BANK OF NEW YORK MELLON as Trustee, Transfer Agent, Registrar and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent,...Indenture • December 15th, 2011 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes) • New York
INDENTURE dated as of April 14, 2011 by and among Sappi Papier Holding GmbH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office at Brucker Strasse 21, A-8101 Gratkorn, Austria and registered with the Commercial Court of Vienna, Austria under registration number FN 167931 h, 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, Transfer Agent and Registrar.
WERKSMANS --------- ATTORNEYS THIRD DEED OF AMENDMENT TO SAPPI LIMITED SHARE INCENTIVE SCHEMEThird Deed of Amendment to Sappi Limited Share Incentive Scheme • December 15th, 2004 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
AMENDMENT AND RESTATEMENT AGREEMENT relating to a facilities agreement dated 27 August 2009 for SAPPI INTERNATIONAL S.A., SAPPI PAPIER HOLDING GMBH AND OTHERS arranged by CITIBANK, N.A. LONDON BRANCH CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK ERSTE...Facilities Agreement • December 15th, 2011 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
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. PLEASE READ CLAUSE 13.5 (STAMP TAXES), 29.1 (PAYMENTS TO THE AGENT), 31 (NOTICES) AND 37 (PLACE OF PERFORMANCE) OF SCHEDULE 3 TO THIS AGREEMENT IN CONNECTION WITH THE FOREGOING.
CREDIT AGREEMENTCredit Agreement • December 20th, 2005 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
WERKSMANS ATTORNEYSSecond Deed of Amendment • January 26th, 2009 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
DATED 29 SEPTEMBER, 2008 M-REAL CORPORATION AND OTHERS and SAPPI LIMITED AND OTHERSMaster Business and Share Sale and Purchase Agreement • January 26th, 2009 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
LOGO]Second Deed of Amendment to the Sappi Limited Share Incentive Scheme • December 15th, 2004 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
AMENDING AGREEMENT dated 27 August 2009 relating to SAPPI PAPIER HOLDING GMBH’S EUR 500,106,406 FACILITY AGREEMENT dated 7 May 2003, as amended and restated pursuant to an amending agreement dated 18 November 2005, between SAPPI PAPIER HOLDING GMBH as...Amending Agreement • July 7th, 2010 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
THIS AGREEMENT (also referred to as the Potlatch 09) is dated 7 May 2003, as amended and restated pursuant to an amending agreement dated 18 November 2005 and pursuant to an amending agreement dated 27 August 2009 and made between:
AMENDING AGREEMENT dated 27 August 2009 relating to SAPPI PAPIER HOLDING GMBH’S EUR 500,106,406 FACILITY AGREEMENT dated 7 May 2003, as amended and restated pursuant to an amending agreement dated 18 November 2005, between SAPPI PAPIER HOLDING GMBH as...Facility Agreement • December 11th, 2009 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
THIS AGREEMENT (also referred to as the Potlatch 09) is dated 7 May 2003, as amended and restated pursuant to an amending agreement dated 18 November 2005 and pursuant to an amending agreement dated 27 August 2009 and made between:
ASSET PURCHASE AGREEMENT between POTLATCH CORPORATION and NORTHERN HOLDINGS LLC, to be renamed Sappi Cloquet LLC Dated as of March 18, 2002Asset Purchase Agreement • December 30th, 2002 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes) • New York
ASSET PURCHASE AGREEMENT dated as of March 18, 2002, between POTLATCH CORPORATION, a Delaware corporation ("Seller"), SAPPI LIMITED, a corporation organized under the laws of the Republic of South Africa ("Purchaser Guarantor"), and NORTHERN HOLDINGS LLC, a Delaware limited liability company ("Purchaser"), to be renamed Sappi Cloquet LLC.
THIRD DEED OF AMENDMENT TO SAPPI LIMITED SHARE INCENTIVE SCHEME between SAPPI LIMITED and DAVID CHARLES BRINK and MEYER FELDBERGThird Deed of Amendment to Sappi Limited Share Incentive Scheme • January 26th, 2009 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
Dated 10 July 2012 SAPPI PAPIER HOLDING GMBH UNICREDIT BANK AUSTRIA AG as Mandated Lead Arranger with UNICREDIT BANK AUSTRIA AG acting as AgentTerm Loan Facility Agreement • December 10th, 2012 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes)
SAPPI PAPIER HOLDING GmbH as Issuer J.P. MORGAN EUROPE LIMITED as Security Agent THE BANK OF NEW YORK MELLON as Trustee, Transfer Agent, Registrar and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent,...Indenture • December 10th, 2012 • Sappi LTD • Converted paper & paperboard prods (no contaners/boxes) • New York
INDENTURE dated as of July 5, 2012 by and among Sappi Papier Holding GmbH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office at Brucker Strasse 21, A-8101 Gratkorn, Austria and registered with the Commercial Court of Vienna, Austria under registration number FN 167931 h, 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, Registrar and Transfer Agent.
