Domtar Paper Company, LLC Sample Contracts

DOMTAR CORPORATION, THE SUBSIDIARY GUARANTORS PARTIES HERETO AND THE BANK OF NEW YORK Trustee SENIOR INDENTURE Dated as of [ ], 2007
Senior Indenture • October 16th, 2007 • Domtar Paper Company, LLC • Paper mills • New York

SENIOR INDENTURE, dated as of , 2007, among Domtar Corporation, a Delaware corporation (herein called the “Company”), having its principal office at 395 de Maisonneuve Blvd. West, Montreal, Quebec, Canada H3A 1L6, the Subsidiary Guarantors party hereto and The Bank of New York, a New York banking corporation, as Trustee (herein called the “Trustee”).

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Supplemental Indenture
Supplemental Indenture • October 16th, 2007 • Domtar Paper Company, LLC • Paper mills • Quebec

SUPPLEMENTAL INDENTURE dated as of [•], 2007 (this “Supplemental Indenture”), among Domtar Inc., a corporation duly organized and existing under the federal laws of Canada (together with its successors and assigns, the “Company”), and Computershare Trust Company of Canada, as successor trustee (the “Trustee”), under the Indenture referred to below.

Supplemental Indenture No. 1
Supplemental Indenture • October 16th, 2007 • Domtar Paper Company, LLC • Paper mills • New York

SUPPLEMENTAL INDENTURE NO. 1, dated as of , 2007 (this “Supplemental Indenture”), between Domtar Inc., a corporation duly organized and existing under the federal laws of Canada (together with its successors and assigns, the “Company”), and The Bank of New York, as successor trustee (the “Trustee”), under the Indenture referred to below.

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, 1996
Indenture • October 16th, 2007 • Domtar Paper Company, LLC • 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”).

Supplemental Indenture No. 1
Supplemental Indenture • October 16th, 2007 • Domtar Paper Company, LLC • Paper mills • New York

SUPPLEMENTAL INDENTURE NO. 1, dated as of , 2007 (this “Supplemental Indenture”), between Domtar Inc., a corporation duly organized and existing under the federal laws of Canada (together with its successors and assigns, the “Corporation”), and The Bank of New York, as trustee (the “Trustee”), under the Indenture referred to below.

Dealer Managers Agreement
Dealer Managers Agreement • October 16th, 2007 • Domtar Paper Company, LLC • Paper mills

Capitalized terms used but not defined in this Annex A have the meanings assigned to such terms in the Dealer Managers Agreement to which this Annex A is attached (the “Agreement”).

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DOMTAR PAPER COMPANY, LLC
Limited Liability Company Agreement • September 26th, 2007 • Domtar Paper Company, LLC • Paper mills • Delaware

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Domtar Paper Company, LLC (the “Company”), dated as of March 7, 2007, is entered into by Domtar Corporation, a Delaware corporation, as the sole member (the “Member”).

TRUST INDENTURE between DOMTAR INC. and COMPAGNIE MONTREAL TRUST – MONTREAL TRUST COMPANY In respect of 10% Debentures due 2011 Bearing formal date of April 15, 1987
Trust Indenture • October 16th, 2007 • Domtar Paper Company, LLC • Paper mills • Quebec

THIS INDENTURE dated as of April 15, 1987 between DOMTAR INC., a corporation continued under the Canada Business Corporations Act (herein called the “Company”) having its principal office at 395 de Maisonneuve Blvd. West, Montreal, Quebec, H3A 1L6 and MONTREAL TRUST COMPANY – COMPAGNIE MONTREAL TRUST, a Quebec corporation duly authorized to carry on the business of a trust company (herein called the “Trustee”).

Dealer Managers Agreement
Dealer Managers Agreement • October 16th, 2007 • Domtar Paper Company, LLC • Paper mills • New York

Capitalized terms used but not defined in this Annex A have the meanings assigned to such terms in the Dealer Managers Agreement to which this Annex A is attached (the “Agreement”)

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