REGISTRATION RIGHTS AGREEMENT by and among Tembec Industries Inc. and the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of February 23, 2012Registration Rights Agreement • May 25th, 2012 • Chetwynd Pulp Land Co Ltd. • Pulp mills • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 23, 2012, by and among Tembec Industries Inc., a corporation incorporated and existing under the federal laws of Canada (the “Company”), the guarantors listed in the signature pages hereto (the “Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchaser”), who has agreed to purchase US$50,000,000 aggregate principal amount of the Company’s 11.25% Senior Secured Notes due 2018 (the “Initial Notes”), which are fully and unconditionally guaranteed on a senior secured basis by the Guarantors (the “Guarantees”) pursuant to the Indenture, dated as of August 17, 2010 (the “Indenture”), by and among the Company, the Guarantors, Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee and Computershare Trust Company of Canada, as collateral agent and the Canadian Guarantee (as defined therein), as applicable. The Initial Notes
TEMBEC INDUSTRIES INC. as Issuer and THE GUARANTORS PARTY HERETO 11.25% SENIOR SECURED NOTES DUE 2018 INDENTURE DATED AS OF AUGUST 17, 2010 WILMINGTON TRUST FSB as Trustee COMPUTERSHARE TRUST COMPANY OF CANADA as Collateral AgentIndenture • February 4th, 2011 • Chetwynd Pulp Land Co Ltd. • Sawmills & planting mills, general • New York
This Indenture, dated as of August 17, 2010, is by and among Tembec Industries Inc., a corporation incorporated and existing under the federal laws of Canada (the “Company”), the Company’s parent, Tembec Inc., a corporation incorporated and existing under the federal laws of Canada, as a guarantor (“Tembec Inc.”), the other Guarantors (as defined herein), Wilmington Trust FSB, as trustee (in such capacity and not in its individual capacity, the “Trustee”) and Computershare Trust Company of Canada, as collateral agent (in such capacity and not in its individual capacity, the “Collateral Agent”).
