TRUST INDENTURE TIMBERWEST FOREST CORP. - and - VALIANT TRUST COMPANY Providing for the Issue of 9.0% Convertible Debentures due February 11, 2014 Dated February 11, 2009Trust Indenture • February 10th, 2009 • Timberwest Forest Corp • British Columbia
TIMBERWEST FOREST CORP. (the “Corporation”) and bcIMC (PPTW) INVESTMENT CORPORATION and bcIMC (WCBAF PPTW) INVESTMENT CORPORATION (together, the “Purchasers”) 9.0% CONVERTIBLE DEBENTURE INVESTMENT AGREEMENT December 12, 2008Convertible Debenture Investment Agreement • December 15th, 2008 • Timberwest Forest Corp • British Columbia
THIS 9.0% Convertible Debenture Investment Agreement is dated December 12, 2008 by and among TimberWest Forest Corp., a corporation incorporated under the laws of the province of British Columbia (the “Corporation”), and bcIMC (PPTW) Investment Corporation and bcIMC (WCBAF PPTW) Investment Corporation (together, the “Purchasers”).
DEALER MANAGER AGREEMENTDealer Manager Agreement • December 24th, 2008 • Timberwest Forest Corp • British Columbia
Genuity Capital Markets, BMO Nesbitt Burns Inc. and Raymond James Ltd. (collectively, the “Dealer Managers”, “we” and other pronouns indicating the Dealer Managers) understand that TimberWest Forest Corp. (“TimberWest” or the “Company”) intends to issue transferable and divisible rights (the “Rights”) to holders (“Unitholders”) of its Stapled Units of record as at the close of business on January 7, 2008 (the “Record Date”) to acquire 9% extendible convertible debentures of the Company (the “Debentures”), to raise proceeds of $50,000,000 to be used, together with the proceeds from the transactions contemplated by the Investment Agreement, for repayment of a portion of Senior Indebtedness and for general corporate purposes. Each Unitholder of record at the close of business on the Record Date will receive one Right for each Stapled Unit held. Every 155.53088 Rights held will entitle the holder (provided that such holder is resident in an Eligible Jurisdiction, and is not an Ineligible U
NOTE INDENTURE between TIMBERWEST FOREST MANAGEMENT LIMITED (To be Renamed TimberWest Forest Corp.) and CIBC MELLON TRUST COMPANY Dated as of September 30, 1998 PROVIDING FOR THE ISSUE OF UNSECURED SUBORDINATE NOTES OF TIMBERWEST FOREST MANAGEMENT...Note Indenture • December 15th, 2008 • Timberwest Forest Corp • British Columbia
TIMBERWEST FOREST MANAGEMENT LIMITED, a company incorporated pursuant to the laws of British Columbia with an office in Vancouver, British Columbia (the “Company”)
