DOMTAR CORPORATION, as Issuer and Certain of its Subsidiaries, as Guarantors Underwriting AgreementUnderwriting Agreement • November 26th, 2013 • Domtar CORP • Paper mills • New York
Domtar Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 principal amount of its 6.75% Senior Notes due 2044 (the “Securities”) to be guaranteed (collectively, the “Guarantees”) by the subsidiary guarantors listed on Schedule 2 hereto (collectively, the “Guarantors”). The Securities will be issued pursuant to an Indenture, dated as of November 19, 2007 (as supplemented as of the date hereof, the “Base Indenture”) among the Company, the Guarantors party thereto and The Bank of New York Mellon, as trustee (the “Trustee”), as further supplemented by a Tenth Supplemental Indenture, to be dated as of November 26, 2013 (the “Tenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company, the Guarantors party thereto and the Trustee.
AGREEMENT AND PLAN OF MERGER among DOMTAR CORPORATION, KARTA HALTEN B.V., and PEARL MERGER SUB INC. and PAPER EXCELLENCE B.V. and HERVEY INVESTMENTS B.V. Dated as of May 10, 2021Merger Agreement • May 12th, 2021 • Domtar CORP • Paper mills • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 10, 2021, among Domtar Corporation, a Delaware corporation (the “Company”), Karta Halten B.V., a private limited company organized under the laws of the Netherlands (“Parent”), and Pearl Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Paper Excellence B.V., a private limited company organized under the laws of the Netherlands (“Pearl 1”), and Hervey Investments B.V., a private limited company organized under the laws of the Netherlands (“Pearl 2” and, together with Parent and Pearl 1, the “Parent Parties”). The Parent Parties, Merger Sub and the Company are referred to individually as a “Party” and collectively as “Parties”.
FORM OF DOMTAR CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. RIGHTS AGREEMENT Dated as of [ ], 2007Rights Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Delaware
Common Stock. In the case of any person who, together with its respective affiliates and associates, becomes the beneficial owner of 10% or more of the outstanding shares of the Common Stock immediately following the Effective Time (as such term is defined in the Transaction Agreement, dated as of August 22, 2006, among the Company, Weyerhaeuser Company, Weyerhaeuser ELI, Inc., Weyerhaeuser Crosby, Inc., Weyerhaeuser Yukon, Inc. and Domtar Inc.), the Rights generally will be distributed only if, after the Effective Time, any such stockholder (referred to as a “grandfathered person”) acquires or proposes to acquire beneficial ownership of more than an additional 1% of the outstanding shares of the Common Stock. A stockholder shall cease to be a grandfathered person at such time when such stockholder, together with its respective affiliates and associates, beneficially owns less than 10% of the outstanding shares of the Common Stock.
TERM LOAN AGREEMENT dated as of May 5, 2020 among DOMTAR CORPORATION, as Borrower, The Lenders from Time to Time Parties Hereto, and COBANK, ACB, as Administrative Agent COBANK, ACB as Lead Arranger and Bookrunner andTerm Loan Agreement • May 8th, 2020 • Domtar CORP • Paper mills • New York
TERM LOAN AGREEMENT (this “Agreement”), dated as of May 5, 2020, among DOMTAR CORPORATION, a Delaware corporation (the “Borrower”), the banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and COBANK, ACB, as Administrative Agent.
AGREEMENT AND PLAN OF MERGER among RESOLUTE FOREST PRODUCTS INC., DOMTAR CORPORATION, and TERRA ACQUISITION SUB INC., and KARTA HALTEN B.V. and PAPER EXCELLENCE B.V. Dated as of July 5, 2022Merger Agreement • July 11th, 2022 • Domtar CORP • Paper mills • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 5, 2022, among Resolute Forest Products Inc., a Delaware corporation (the “Company”), Domtar Corporation, a Delaware corporation (“Parent”), and Terra Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Karta Halten B.V., a private limited corporation organized under the laws of the Netherlands (“Terra 1”), and Paper Excellence B.V., a private limited company organized under the laws of the Netherlands (“Terra 2” and together with Parent and Terra 1, the “Parent Parties”). The Parent Parties, Merger Sub and the Company are referred to individually as a “Party” and collectively as “Parties”.
PERFORMANCE SHARE UNIT AGREEMENT FOR AWARDS GRANTED IN 2020Performance Share Unit Agreement • March 1st, 2021 • Domtar CORP • Paper mills • Delaware
PERFORMANCE SHARE UNIT AGREEMENT (the “Agreement”) dated as of the Grant Date set forth in the Notice of Grant (as defined below), by and between Domtar Corporation, a Delaware corporation (the “Company”), and the participant whose name appears in the Notice of Grant (the “Participant”).
RESTRICTED STOCK UNIT AGREEMENT FOR AWARDS GRANTED IN 2020Restricted Stock Unit Agreement • March 1st, 2021 • Domtar CORP • Paper mills • Delaware
RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) dated as of the Grant Date set forth in the Notice of Grant (as defined below), by and between Domtar Corporation, a Delaware corporation (the “Company”), and the participant whose name appears in the Notice of Grant (the “Participant”).
STOCK OPTION AGREEMENT FOR AWARDS GRANTED IN 2018Stock Option Agreement • February 22nd, 2019 • Domtar CORP • Paper mills • Delaware
STOCK OPTION AGREEMENT (the “Agreement”), dated as of the Grant Date set forth in the Notice of Grant (as defined below), between Domtar Corporation, a Delaware corporation (the “Company”), and the Participant whose name appears in the Notice of Grant (the “Participant”), pursuant to the Amended and Restated Domtar Corporation 2007 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • December 6th, 2021 • Domtar CORP • Paper mills
On May 10, 2021, Domtar Corporation, a Delaware corporation (“Domtar”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Karta Halten B.V., a private limited company organized under the laws of the Netherlands (“Parent”), Pearl Merger Sub Inc., a Delaware corporation and a subsidiary of Parent (“Merger Sub”), Paper Excellence B.V., a private limited company organized under the laws of the Netherlands (“Pearl 1”), and Hervey Investments B.V., a private limited company organized under the laws of the Netherlands (“Pearl 2”) and, together with Parent and Pearl 1, the “Parent Parties”), providing for the acquisition by Parent of all of the outstanding shares of Domtar common stock (the “Domtar Stock”), by means of a merger of Merger Sub with and into Domtar (the “Merger”), with Domtar surviving the Merger as a subsidiary of Parent. The Merger was completed on November 30, 2021.
PRINCETON FIBER SUPPLY AGREEMENTFiber Supply Agreement • January 26th, 2007 • Domtar CORP • Paper mills • British Columbia
PRINCETON FIBER SUPPLY AGREEMENT (this “Agreement”) made with effect from the • day of 2007 between WEYERHAEUSER COMPANY LIMITED, a Canadian corporation (hereinafter referred to as “Weyerhaeuser”) and DOMTAR PULP AND PAPER PRODUCTS INC., a Canadian corporation (hereinafter referred to as “Domtar”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 3, 2014 among DOMTAR CORPORATION, as Parent Borrower, DOMTAR PAPER COMPANY, LLC, as Subsidiary Borrower, and DOMTAR INC., as Canadian Borrower, The Additional Borrowers from Time to Time...Credit Agreement • October 31st, 2014 • Domtar CORP • Paper mills • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of October 3, 2014, among DOMTAR CORPORATION, a Delaware corporation, (the “Parent Borrower”), DOMTAR PAPER COMPANY, LLC, a Delaware limited liability company (the “Subsidiary Borrower”), DOMTAR INC., a Canadian corporation (the “Canadian Borrower”), the Additional Borrowers from time to time parties to this Agreement, the banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE, GOLDMAN SACHS BANK USA and ROYAL BANK OF CANADA, as documentation agents (in such capacity, each a “Documentation Agent”), THE BANK OF NOVA SCOTIA and BANK OF AMERICA, N.A., as syndication agents (in such capacity, each a “Syndication Agent”) and JPMORGAN CHASE BANK, N.A., as administrative agent.
FIFTH SUPPLEMENTAL INDENTURE FOR ADDITIONAL NOTE GUARANTEESupplemental Indenture • November 4th, 2011 • Domtar CORP • Paper mills
This Fifth Supplemental Indenture, dated as of September 7, 2011 (this “Supplemental Indenture”), among each new Subsidiary Guarantor set forth on the signature pages hereto (each, a “New Subsidiary Guarantor”, and together, the “New Subsidiary Guarantors”), Domtar Corporation, a Delaware corporation (together with its successors and assigns, the “Company”) and The Bank of New York Mellon, as successor to The Bank of New York, as Trustee (the “Trustee”), under the Indenture referred to below.
AMENDED AND RESTATED TRANSACTION AGREEMENT Dated as of the 25th day of January, 2007, Among WEYERHAEUSER COMPANY, DOMTAR CORPORATION, DOMTAR PAPER COMPANY, LLC, DOMTAR DELAWARE HOLDINGS INC., DOMTAR PACIFIC PAPERS INC., DOMTAR PACIFIC PAPERS ULC,...Transaction Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Delaware
WHEREAS Weyerhaeuser, Spinco, Newco, Newco Holding, Old Newco Canada, Newco Canada Exchangeco and Domtar entered into a Transaction Agreement dated as of August 22, 2006 (the “Original Agreement”), and Weyerhaeuser, Spinco, Newco, Newco Holding, Newco Canada, Old Newco Canada, Newco Canada Exchangeco and Domtar now desire to amend and restate the Original Agreement;
TERM LOAN CREDIT AGREEMENT dated as of March 1, 2023 by and among DOMTAR PAPER COMPANY, LLC and DOMTAR A.W. LLC, as the Borrowers, DOMTAR CORPORATION, as Parent PEARL EXCELLENCE HOLDCO L.P., as Holdings COBANK ACB, as Administrative Agent and...Term Loan Credit Agreement • March 1st, 2023 • Domtar CORP • Paper mills • Delaware
This TERM LOAN CREDIT AGREEMENT is entered into as of March 1, 2023, by and among DOMTAR PAPER COMPANY, LLC (“Domtar Paper” and the “Borrower Representative”), DOMTAR A.W. LLC (“Domtar A.W.” and, together with Domtar Paper, the “Borrowers” and each a “Borrower”), DOMTAR CORPORATION, a Delaware corporation (“Parent”), PEARL EXCELLENCE HOLDCO L.P., a Delaware limited partnership (“Holdings”), COBANK, ACB, as administrative agent under the Loan Documents (in such capacity, including any successor thereto, the “Administrative Agent”), COBANK, ACB, as collateral agent under the Loan Documents (in such capacity, including any successor thereto, the “Collateral Agent”), COBANK, ACB (“CoBank”), AGFIRST FARM CREDIT BANK and AMERICAN AGCREDIT, FLCA, as joint lead arrangers and joint bookrunners (the “Lead Arrangers”), and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein are defined as set forth in Section 1.01.
TWELFTH SUPPLEMENTAL INDENTURE FOR ADDITIONAL NOTE GUARANTEESupplemental Indenture • May 5th, 2017 • Domtar CORP • Paper mills
This Twelfth Supplemental Indenture, dated as of January 23, 2017 (this “Supplemental Indenture”), among Home Delivery Incontinent Supplies Co., a Missouri corporation (the “New Subsidiary Guarantor”), Domtar Corporation, a Delaware corporation (together with its successors and assigns, the “Company”) and The Bank of New York Mellon, as successor to The Bank of New York, as Trustee (the “Trustee”), under the Indenture referred to below.
GENERAL SITE SERVICES AGREEMENT FOR COLUMBUS, MISSISSIPPIGeneral Site Services Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Mississippi
This General Site Services Agreement (“Agreement”) is made by and between Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), and Domtar Paper Company, LLC, a Delaware limited liability company (“Domtar”) as of , 2007.
AMENDED AND RESTATED CONTRIBUTION AND DISTRIBUTION AGREEMENT AMONG WEYERHAEUSER COMPANY AND DOMTAR PAPER COMPANY, LLC AND DOMTAR CORPORATION DATED AS OF JANUARY 25, 2007Contribution and Distribution Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Delaware
THIS AMENDED AND RESTATED CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of January 25, 2007 (this “Agreement”), among Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), Domtar Paper Company, LLC (formerly known as Weyerhaeuser ELI, LLC), a Delaware limited liability company and a wholly-owned subsidiary of Weyerhaeuser (“Newco”), and Domtar Corporation (formerly known as Weyerhaeuser TIA, Inc.), a Delaware corporation and a wholly-owned subsidiary of Weyerhaeuser (“Spinco”).
RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN CASH SETTLED PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • May 4th, 2023 • Domtar CORP • Paper mills • Delaware
THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”), dated as of January 1, 2023, (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and NAME (“Participant”);
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 11th, 2022 • Domtar CORP • Paper mills • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2022, by and among Domtar Corporation, a Delaware corporation (“Parent”); and Hamblin Watsa Investment Counsel Ltd., a Canadian corporation, in its capacity as investment manager and/or authorized power of attorney in respect of the Covered Shares (as defined below) held by the entities listed on Schedule I hereto (“Stockholder”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 8th, 2018 • Domtar CORP • Paper mills • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of August 22, 2018, among DOMTAR CORPORATION, a Delaware corporation, (the “Parent Borrower”), DOMTAR INC., a Canadian corporation (“Domtar Inc.”), Domtar Pulp and Paper General Partnership, a Quebec general partnership (“Domtar Pulp and Paper” and, together with Domtar Inc., the “Initial Canadian Borrowers”), Laboratorios Indas, S.A.U., as the Initial Spanish Borrower (as defined below), and Attends Healthcare AB, a Swedish limited liability company (the “Initial Swedish Borrower”), the Additional Borrowers from time to time parties to this Agreement, the banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK OF MONTREAL, GOLDMAN SACHS BANK USA, ROYAL BANK OF CANADA and WELLS FARGO BANK, N.A., as documentation agents (in such capacity, each a “Documentation Agent”), THE BANK OF NOVA SCOTIA and BANK OF AMERICA, N.A., as syndication agents (in such capac
SITE SERVICES AGREEMENT (UTILITIES) FOR COLUMBUS, MISSISSIPPISite Services Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Mississippi
This Site Services Agreement (Utilities) (“Agreement”) is made by and between Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), and Domtar Paper Company, LLC, a Delaware limited liability company (“Domtar”) as of , 2007.
INDENTURE between DOMTAR INC. as Issuer and THE BANK OF NEW YORK as Trustee $125,000,000 9-1/2% Debentures Due 2016 Dated as of July 31, 1996Indenture • January 26th, 2007 • Domtar CORP • Paper mills • New York
INDENTURE dated as of July 31, 1996, between DOMTAR INC., a corporation incorporated under the Canada Business Corporations Act (the “Corporation”), as issuer (the “Issuer”) and THE BANK OF NEW YORK, as trustee (the “Trustee”).
DOMTAR CORPORATION – SUBSIDIARY COMPANIESExhibit 21.1 • February 25th, 2011 • Domtar CORP • Paper mills
COLUMBUS PINE AND AMORY HARDWOOD ROUNDWOOD SUPPLY AGREEMENTRoundwood Supply Agreement • May 9th, 2007 • Domtar CORP • Paper mills • Mississippi
PINE AND HARDWOOD ROUNDWOOD SUPPLY AGREEMENT (this “Agreement”) made this 5th day of March 2007 between WEYERHAEUSER COMPANY, a Washington corporation (hereinafter referred to as “Weyerhaeuser”), and DOMTAR PAPER COMPANY, LLC, a Delaware limited liability company (hereinafter referred to as “Domtar”).
Opinion of Cravath, Swaine & Moore LLPContribution and Distribution Agreement • January 26th, 2007 • Domtar CORP • Paper mills
We have acted as counsel for Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), in connection with (i) a proposed contribution of Weyerhaeuser’s fine paper business to Domtar Paper Company, LLC, a Delaware limited liability company (“Newco”), in exchange for limited liability company interests of Newco (the “Newco Contribution”) and the contribution of all of the issued and outstanding limited liability company interests of Newco to Domtar Corporation, a Delaware corporation that is a newly formed, wholly-owned subsidiary of Weyerhaeuser (“Spinco”), in exchange for common stock of Spinco and $1.35 billion in cash (together with the Newco Contribution, the “Contribution”) pursuant to the Contribution and Distribution Agreement (the “Contribution and Distribution Agreement”), dated as of August 22, 2006 and amended and restated as of January 25, 2007, by and among Weyerhaeuser, Spinco and Newco, (ii) at the election of Weyerhaeuser, either a pro rata distribution to holders
STOCK PURCHASE AGREEMENT BY AND AMONG ATTENDS HEALTHCARE HOLDINGS, LLC, ATTENDS HEALTHCARE, INC. AND DOMTAR CORPORATION DATED AS OF August 12, 2011Stock Purchase Agreement • November 4th, 2011 • Domtar CORP • Paper mills • Delaware
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of August 12, 2011, by and among Attends Healthcare Holdings, LLC, a Delaware limited liability company (the “Seller”), Attends Healthcare, Inc., a Delaware corporation (the “Company”), and Domtar Corporation, a Delaware corporation (the “Buyer”).
SHARE PURCHASE AGREEMENT Made as of May 11, 2022 Between DOMTAR INC. (the “Vendor”) and KRUGER KAMLOOPS PULP L.P. (the “Purchaser”) and KRUGER SPECIALTY PAPERS HOLDING L.P. (the “Purchaser Guarantor”)Share Purchase Agreement • May 16th, 2022 • Domtar CORP • Paper mills • British Columbia
DOMTAR INC., a Canada Business Corporations Act corporation with a registered address located at 395, boulevard de Maisonneuve Ouest, Montreal, QC H3A 1L6
SITE SERVICES AGREEMENT FOR KAMLOOPS, BRITISH COLUMBIASite Services Agreement • January 26th, 2007 • Domtar CORP • Paper mills • British Columbia
KAMLOOPS SITE SERVICES AGREEMENT (this “Agreement”) made with effect from the • day of 2007 between WEYERHAEUSER COMPANY LIMITED, a Canadian corporation (“Weyerhaeuser”), and DOMTAR PULP AND PAPER PRODUCTS INC., a Canadian corporation (“Domtar”).
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2021 • Domtar CORP • Paper mills
This AMENDMENT NO. 2 (this “Amendment”) to that certain SECURITIES PURCHASE AGREEMENT, dated as of January 7, 2021 (as amended by that certain Amendment No. 1 to Securities Purchase Agreement, dated March 1, 2021, and as further amended, restated, or modified from time to time, the “Agreement”), is made as of June 9, 2021 by and among Journey Personal Care Corp., a Delaware corporation (“Buyer”), Domtar AI, Inc., a Delaware corporation (“Domtar AI”), Domtar Luxembourg Investments Sàrl, a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg, having its registered address at 7 rue Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B173690 (“Domtar Luxembourg”), and Domtar Corporation, a Delaware corporation (“Domtar” and, together with Domtar AI and Domtar Luxembourg, the “Sellers”). The Sellers and Buyer shall be referred to herein from time to time collectively as the “Parties”.
Translation]Severance Agreement • February 26th, 2010 • Domtar CORP • Paper mills
As a result of recent changes to Domtar’s organizational structure and further to our discussions, this confirms our agreement relative to your departure at a date to be determined later by the undersigned.
DOMTAR CORPORATION – SUBSIDIARY COMPANIESExhibit • February 26th, 2010 • Domtar CORP • Paper mills
SLUSH PULP SALES AGREEMENTSlush Pulp Sales Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Mississippi
This Agreement is made this day of , 2007 by and between Weyerhaeuser Company, a Washington corporation (hereinafter referred to as “Weyerhaeuser”) and DOMTAR PAPER COMPANY, LLC, a Delaware limited liability company (hereinafter referred to as “Domtar”).
KAMLOOPS AGENCY AGREEMENTAgency Agreement • May 9th, 2007 • Domtar CORP • Paper mills • Ontario
THIS KAMLOOPS AGENCY AGREEMENT (“Agreement”) made as of March 5, 2007, between DOMTAR PULP AND PAPER PRODUCTS INC., a Canadian corporation (“Domtar”), and WEYERHAEUSER COMPANY, a Washington corporation (“Weyerhaeuser”).
CONSULTING AGREEMENT THIS AGREEMENT entered into as of June 1, 2009 (“Effective Date”)Consulting Agreement • February 26th, 2010 • Domtar CORP • Paper mills • Delaware
WHEREAS Domtar wishes to retain the services of the Consultant to assist it in connection with certain special projects.
DOMTAR CORPORATION, THE SUBSIDIARY GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON, as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of August 23, 2012Eighth Supplemental Indenture • August 23rd, 2012 • Domtar CORP • Paper mills • New York
THIS EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 23, 2012 is among DOMTAR CORPORATION, a Delaware corporation (together with its successors and assigns, the “Company”), the subsidiary guarantors listed on the signature pages hereto (each a “Subsidiary Guarantor,” and together, the “Subsidiary Guarantors”) under the Indenture referred to below and THE BANK OF NEW YORK MELLON (successor to The Bank of New York), a New York banking corporation, as Trustee (the “Trustee”) under the Indenture referred to below.
