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NORSKE XXXX CANADA LIMITED
(Formerly PACIFICA PAPERS INC.)
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee
(Formerly NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION)
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FOURTH SUPPLEMENTAL INDENTURE
Dated as of September 1, 2001
to
INDENTURE
Dated as of March 12, 1999
by and among
NORSKE XXXX CANADA LIMITED
(Formerly PACIFICA PAPERS INC.),
the GUARANTORS PARTY HERETO
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee
(Formerly NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION)
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$200,000,000
10% Senior Notes Due 2009
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ARTICLE I
Article I
ASSUMPTION OF OBLIGATIONS BY THE SUCCESSOR COMPANY AND THE
SUCCESSOR GUARANTOR; REAFFIRMATION OF OBLIGATIONS OF THE GUARANTORS
SECTION 1.01 Assumption and Reaffirmation...................................................2
Article II
GUARANTEE OF NOTES
Section 2.01 Guarantee......................................................................3
Section 2.02 Execution and Delivery of Guarantee............................................4
Section 2.03 Limitation of Guarantee........................................................5
Section 2.04 Release of Guarantor...........................................................5
Section 2.05 Assumption of Terms of the Indenture...........................................6
Article III
MISCELLANEOUS PROVISIONS
Section 3.01 Terms Defined..................................................................6
Section 3.02 Indenture......................................................................6
Section 3.03 Governing Law..................................................................6
Section 3.04 Successors.....................................................................6
Section 3.05 Multiple Counterparts..........................................................6
Section 3.06 Effectiveness..................................................................6
Section 3.07 Trustee Disclaimer.............................................................6
Section 3.08 Agent for Service; Submission to Jurisdiction; Waiver of Immunities............7
Section 3.09 Notices........................................................................7
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FOURTH SUPPLEMENTAL INDENTURE dated as of September 1, 2001, by and among
NORSKE XXXX CANADA LIMITED, a Canadian corporation (the "SUCCESSOR COMPANY")
(formerly PACIFICA PAPERS INC. (the "PREDECESSOR COMPANY")), NORSKE XXXX CANADA
PULP OPERATIONS LIMITED (the "SUCCESSOR GUARANTOR"), ELK FALLS PULP AND PAPER
LIMITED, NORSKE XXXX CANADA (JAPAN) LTD., NORSKE XXXX CANADA FINANCE LIMITED,
NORSKE XXXX CANADA PULP SALES INC., NORSKE XXXX CANADA SALES INC., NORSKE XXXX
PAPER COMPANY, NSCL HOLDINGS INC., (the "NEW GUARANTORS"), the guarantors set
forth on the signature pages hereto (the "EXISTING GUARANTORS" and together with
the New Guarantors and the Successor Guarantor, the "GUARANTORS"), and XXXXX
FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (formerly NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION) as trustee under the hereafter defined Indenture (the
"TRUSTEE").
WHEREAS the Predecessor Company and the Existing Guarantors heretofore
executed and delivered to the Trustee an Indenture dated as of March 12, 1999,
as amended from time to time (the "INDENTURE"), providing for the issuance of up
to $200,000,000 aggregate principal amount of the Predecessor Company's 10%
Senior Notes Due 2009 (the "NOTES"); and
WHEREAS, there have been issued and are now outstanding under the
Indenture, Notes in the aggregate principal amount of $200,000,000; and
WHEREAS, the Indenture was supplemented by the First Supplemental Indenture
made among the Predecessor Company, the Existing Guarantors (other than Pacifica
Papers Sales Ltd.), Pacifica Power Co. Ltd. and the Trustee dated March 12,
1999; and
WHEREAS, the Indenture was further supplemented by the Second Supplemental
Indenture made among the Predecessor Company, the Existing Guarantors, Pacifica
Power Co. Ltd. and the Trustee dated December 30, 1999; and
WHEREAS, the Indenture was further supplemented by the Third Supplemental
Indenture made among the Predecessor Company, the Existing Guarantors, Pacifica
Power Co. Ltd. and the Trustee dated January 31, 2001; and
WHEREAS, in connection with the acquisition of the Predecessor Company by
NORSKE XXXX CANADA LIMITED ("PREDECESSOR NSCL"), Predecessor NSCL and the
Predecessor Company effected a vertical short-form amalgamation to form the
Successor Company; and
WHEREAS, the Successor Company desires by this Fourth Supplemental
Indenture, to expressly assume the obligations of the Predecessor Company under
the Indenture and the Notes; and
WHEREAS, Predecessor NSCL has organized each of the New Guarantors; and
WHEREAS, the Indenture provides that under certain circumstances the New
Guarantors shall execute and deliver to the Trustee a supplemental indenture
pursuant to which each of the New Guarantors shall unconditionally guarantee all
of the Successor Company's
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obligations under the Notes and the Indenture on the terms and conditions set
forth herein (the "GUARANTEE"); and
WHEREAS, PACIFICA PAPERS EXPORT SALES COMPANY LIMITED ("PPESCL"), a
Guarantor under the Indenture, and NORSKE XXXX CANADA PULP OPERATIONS LIMITED
have effected a horizontal short-form amalgamation to form the Successor
Guarantor; and
WHEREAS, the Successor Guarantor desires, by this Fourth Supplemental
Indenture, to expressly assume all of the obligations of PPESCL under the
Indenture, the Notes and PPESCL's Guarantee; and
WHEREAS, the Existing Guarantors desire, by this Fourth Supplemental
Indenture, to expressly reaffirm, jointly and severally, the obligations of the
Existing Guarantors under the Indenture and under Guarantees endorsed on the
Notes; and
WHEREAS, the Guarantors are all of the Restricted Subsidiaries of the
Successor Company; and
WHEREAS, the execution and delivery of this Fourth Supplemental Indenture
has been duly and validly authorized by a resolution of the Successor Company
and each of the several Existing Guarantors and each of the several New
Guarantors; and
WHEREAS, all the conditions and requirements necessary to make this Fourth
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled by the parties hereto and the
execution and delivery thereof have been in all respects duly authorized by the
parties hereto.
NOW, THEREFORE, in consideration of the above premises, each party agrees,
for the benefit of the others and for the equal and ratable benefit of the
Holders of the Notes, as follows:
ARTICLE I
ASSUMPTION OF OBLIGATIONS BY THE SUCCESSOR COMPANY AND THE
SUCCESSOR GUARANTOR; REAFFIRMATION OF OBLIGATIONS OF THE
GUARANTORS
SECTION 1.01 ASSUMPTION AND REAFFIRMATION. The Successor Company hereby
expressly and unconditionally assumes each and every covenant, agreement and
undertaking of the Predecessor Company in the Indenture as if the Successor
Company had been the original issuer of the Notes, and also hereby expressly and
unconditionally assumes each and every covenant, agreement and undertaking in
each Note outstanding on the date of this Fourth Supplemental Indenture and any
Notes delivered hereafter.
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The Successor Guarantor hereby expressly and unconditionally assumes each
and every covenant, agreement and undertaking of PPESCL in the Indenture as if
the Successor Guarantor had been an original party thereto and also hereby
expressly and unconditionally assumes each and every covenant, agreement and
undertaking in the Guarantee endorsed on each Note outstanding on the date of
this Fourth Supplemental Indenture and any Guarantee endorsed on any Notes
delivered hereafter.
Each Existing Guarantor hereby expressly and unconditionally reaffirms each
and every covenant, agreement and undertaking of such Existing Guarantor in the
Indenture as if the Successor Company had been the original issuer of the Notes,
and also hereby expressly and unconditionally reaffirms each and every covenant,
agreement and undertaking in its Guarantee endorsed on the Notes outstanding on
the date of this Fourth Supplemental Indenture and in each Guarantee endorsed on
any Notes delivered hereafter.
ARTICLE II
GUARANTEE OF NOTES
Section 2.01 GUARANTEE. Each New Guarantor hereby jointly and severally
unconditionally guarantees, on a senior unsecured basis, to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors, irrespective of: (i) the validity and enforceability of the
Indenture, the Notes or the obligations of the Successor Company or any other
Guarantors to the Holders or the Trustee hereunder or thereunder; or (ii) the
absence of any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or default of a Guarantor,
that: (a) the principal of, premium, if any, interest and Additional Interest,
if any, on and any Additional Amounts, if any, with respect to the Notes will be
duly and punctually paid in full when due, whether at maturity, by acceleration
or otherwise, and interest on the overdue principal and (to the extent permitted
by law) interest or Additional Interest, if any, on or Additional Amounts, if
any, with respect to the Notes and all other obligations of the Successor
Company or any Guarantor to the Holders or the Trustee hereunder or thereunder
(including amounts due the Trustee under Section 7.07 of the Indenture) and all
other obligations under the Indenture or the Notes will be promptly paid in full
or performed, all in accordance with the terms hereof and thereof; and (b) in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed, or failing performance of any other obligation of the Successor
Company to the Holders, for whatever reason, each New Guarantor will be
obligated to pay, or to perform or cause the performance of, the same
immediately. An Event of Default under the Indenture or the Notes shall
constitute an event of default under this Guarantee, and shall entitle the
Holders of Notes or the Trustee to accelerate the obligations of the New
Guarantors hereunder in the same manner and to the same extent as the
obligations of the Successor Company.
Each New Guarantor, by execution of this Guarantee, agrees that its
obligations
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hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Indenture or the Notes, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, any release of any other Guarantor, the recovery
of any judgment against the Successor Company, any action to enforce the same,
whether or not a Guarantee is affixed to any particular Note, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. Each New Guarantor, by execution of this Guarantee,
waives the benefit of diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Successor
Company, any right to require a proceeding first against the Successor Company,
protest, notice and all demands whatsoever and covenants that the Guarantee
shall not be discharged except by complete performance of the obligations
contained in the Notes, the Indenture and this Guarantee. This Guarantee is a
guarantee of payment and not of collection. If any Holder or the Trustee is
required by any court or otherwise to return to the Successor Company or to any
Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to the Successor Company or such Guarantor, any amount paid
by the Successor Company or such Guarantor to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each New Guarantor further agrees that, as between it, on the
one hand, and the Holders and the Trustee, on the other hand, (a) subject to
Article Ten of the Indenture, the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article Six of the Indenture for the purposes
of this Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (b) in the event of any acceleration of such obligations as provided in
Article Six of the Indenture, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purpose of this
Guarantee.
This Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Successor Company for
liquidation or reorganization, should the Successor Company become insolvent or
make an assignment for the benefit of creditors or should a receiver or trustee
be appointed for all or any significant part of the Successor Company's assets,
and shall, to the fullest extent permitted by law, continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of the
Notes are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Notes, whether as a
"voidable preference," "fraudulent transfer" or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any
part thereof, is rescinded, reduced, restored or returned, the Notes shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.
No shareholder, officer, director, employee or incorporator, past, present
or future, of any New Guarantor, as such shall have any personal liability under
this Guarantee by reason of his, her or its status as such shareholder, officer,
director, employee or incorporator.
Section 2.02 EXECUTION AND DELIVERY OF GUARANTEE. To further evidence the
Guarantee set forth in Section 2.01 hereof, each New Guarantor hereby agrees
that a notation of such Guarantee, substantially in the form included in EXHIBIT
F of the Indenture, shall be endorsed on each Note authenticated and delivered
by the Trustee and such Guarantee shall be executed by either manual or
facsimile signature of an Officer of each New Guarantor. The
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validity and enforceability of any Guarantee shall not be affected by the fact
that it is not affixed to any particular Note.
Each New Guarantor hereby agrees that its Guarantee set forth in Section
2.01 hereof shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.
If an Officer of a New Guarantor whose signature is on the Indenture or a
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which such Guarantee is endorsed or at any time thereafter, such New
Guarantor's Guarantee of such Note shall be valid nevertheless.
The delivery of any Note by the Trustee, after the authentication thereof
under the Indenture, shall constitute due delivery of any Guarantee set forth in
the Indenture on behalf of the New Guarantors.
Section 2.03 LIMITATION OF GUARANTEE. The obligations of each Guarantor are
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to its contribution obligations under the Indenture, result in the
obligations of such Guarantor under the Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under federal or state law. Each Guarantor
that makes a payment or distribution under a Guarantee shall be entitled to a
contribution from each other Guarantor in a PRO RATA amount based on the net
assets of each Guarantor, determined in accordance with GAAP.
Section 2.04 RELEASE OF GUARANTOR. A Guarantor shall be released from all
of its obligations under its Guarantee if:
(i) the Guarantor has sold all of its assets or the Successor Company and
its Restricted Subsidiaries have sold all of the Capital Stock of the
Guarantor owned by them, in each case in a transaction in compliance
with the terms of the Indenture (including Sections 4.10 and 5.01
thereof);
(ii) the Guarantor merges with or into or consolidates with, or transfers
all or substantially all of its assets to, the Successor Company or
another Guarantor in a transaction in compliance with Section 5.01 of
the Indenture; or
(iii) the Guarantor is designated an Unrestricted Subsidiary in compliance
with the terms of the Indenture (including Section 4.07 thereof);
and in each such case, the Guarantor has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder and under the
Indenture.
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If all of the conditions to release contained in this Section 2.04 and the
Indenture have been satisfied, the Trustee shall execute any documents
reasonably requested by the Successor Company or any Guarantor in order to
evidence the release of such Guarantor from its obligations under its Guarantee
endorsed on the Notes and under Article Ten of the Indenture.
Section 2.05 ASSUMPTION OF TERMS OF THE INDENTURE. Each New Guarantor
hereby assumes, agrees to be bound and shall have the benefit of all obligations
and terms of the Indenture applicable to a Guarantor.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01 TERMS DEFINED. For all purposes of this Fourth Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this Fourth Supplement Indenture and defined
in the Indenture have the meanings specified in the Indenture.
Section 3.02 INDENTURE. Except as amended hereby, the Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture and the Notes are in all respects ratified and confirmed
and all the terms shall remain in full force and effect.
Section 3.03 GOVERNING LAW. THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO THE PRINICPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 3.04 SUCCESSORS. All agreements of the Successor Company in this
Fourth Supplemental Indenture and the Notes shall bind its successors. All
agreements of each of the Guarantors in this Fourth Supplemental Indenture, the
Notes and the Guarantees shall jointly and severally bind their respective
successors. All agreements of the Trustee in this Fourth Supplemental Indenture
shall bind its successors.
Section 3.05 MULTIPLE COUNTERPARTS. The parties may sign multiple
counterparts of this Fourth Supplemental Indenture. Each signed counterpart
shall be deemed an original, but all of them together represent the same
agreement.
Section 3.06 EFFECTIVENESS. The provisions of this Fourth Supplemental
Indenture will take effect immediately upon its execution and delivery by the
Trustee in accordance with the provisions of Article Eight of the Indenture.
Section 3.07 TRUSTEE DISCLAIMER. The Trustee accepts the amendment of the
Indenture effected by this Fourth Supplemental Indenture and agrees to execute
the trust created by the Indenture as hereby amended, but only upon the terms
and conditions set forth in the
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Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in
the performance of the trust created by the Indenture as hereby amended, and
without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the recitals
or statement contained herein, all of which recitals or statements are made
solely by the Successor Company, the New Guaranteeing Subsidiaries and the
Guarantors, or for or with respect to (i) the validity or sufficiency of this
Fourth Supplemental Indenture or any of the terms or provisions hereof, (ii) the
proper authorization hereof by the Successor Company and each Guarantor by
corporate action or otherwise, (iii) the due execution hereof by the Successor
Company and each Guarantor, (iv) the consequences (direct or indirect and
whether deliberate or inadvertent) of any amendment herein provided for, and the
Trustee makes no representation with respect to any such matters.
Section 3.08 AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF
IMMUNITIES. By the execution and delivery of this Fourth Supplemental Indenture,
the Successor Company and each New Guarantor (i) acknowledges that it has, by
separate written instrument, designated and appointed CT Corporation System as
its authorized agent upon which process may be served in any suit, action or
proceeding arising out of or relating to the Notes, the Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture or this Fourth Supplemental Indenture that may be
instituted in any Federal or State court in the State of New York, Borough of
Manhattan, or brought under Federal or State securities laws or brought by the
Trustee (whether in its individual capacity or in its capacity as Trustee
hereunder), and acknowledges that CT Corporation System has accepted such
designation, (ii) submits to the jurisdiction of any such court in any such
suit, action or proceeding, and (iii) agrees that service of process upon CT
Corporation System and written notice of said service to it (mailed or delivered
to its Executive Director at its principal office as specified in Section 11.02
of the Indenture), shall be deemed in every respect effective service of process
upon it in any such suit or proceeding. The Successor Company and each New
Guarantor further agree to take any and all action, including the execution and
filing of any and all such documents and instruments as may be necessary to
continue such designation and appointment of CT Corporation System, in full
force and effect so long as the Indenture shall be in full force and effect;
PROVIDED that the Successor Company may and shall (to the extent CT Corporation
System ceases to be able to be served on the basis contemplated herein), by
written notice to the Trustee, designate such additional or alternative agents
for service of process under this Section 3.08 that (i) maintains an office
located in the Borough of Manhattan, The City of New York in the State of New
York, (ii) are either (x) counsel for the Successor Company or (y) a corporate
service company which acts as agent for service of process for other Persons in
the ordinary course of its business and (iii) agrees to act as agent for service
of process in accordance with this Section 3.08. Such notice shall identify the
name of such agent for process and the address of such agent for process in the
Borough of Manhattan, The City of New York, State of New York. Upon the request
of any Holder, the Trustee shall deliver such information to such Holder.
Notwithstanding the foregoing, there shall, at all times, be at least one agent
for service of process for the Successor Company and any New Guarantor, if any,
appointed and acting in accordance with this Section 3.08.
Section 3.09 NOTICES.
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Section 11.02 of the Indenture is hereby restated and replaced by this
Section 3.09.
Except for notices or communications to Holders, any communication shall be
given in writing and delivered in person, sent by facsimile, delivered by
commercial courier service or mailed by first-class mail, postage prepaid,
addressed as follows:
If to the Company or any Guarantor:
NORSKE XXXX CANADA LIMITED
0xx Xxxxx, 000 Xxxx Xxxxxxx Xxxxxx
P.O. Box 10058
Pacific Centre,
Vancouver, British Columbia V7Y 1J7
CANADA
Attention: Chief Financial Officer
Fax Number: (000) 000-0000
With, in the case of any notice furnished pursuant to Article 6 of the
Indenture, a copy to:
XXXXXX XXXXXXX
0000 Xxxxxxxxx Xxxxx
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
XXXXXX
Attention: Xxxxx X. Xxxxx
Fax Number: (000) 000-0000
and
Shearman & Sterling
0000 Xxxxx Xxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxx, esq.
Fax Number: (000) 000-0000
If to the Trustee:
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
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Attention: Corporate Trust Services
Fax Number: (000) 000-0000
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental
Indenture to be duly executed as of the date first written above.
THE NEW GUARANTORS:
ELK FALLS PULP AND PAPER LIMITED
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
NORSKE XXXX CANADA (JAPAN) LTD.
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
NORSKE XXXX CANADA FINANCE LIMITED
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
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NORSKE XXXX CANADA PULP SALES INC.
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
NORSKE XXXX CANADA SALES INC.
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
NORSKE XXXX PAPER COMPANY
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
NSCL HOLDINGS INC.
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
THE SUCCESOR GUARANTOR
NORSKE XXXX CANADA PULP OPERATIONS LIMITED
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
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THE SUCCESSOR COMPANY:
NORSKE XXXX CANADA LIMITED
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
THE EXISTING GUARANTORS:
PACIFICA POPLARS LTD.
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
PACIFICA POPLARS INC.
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
PACIFICA PAPERS SALES INC.
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
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PACIFICA PAPERS US INC.
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
PACIFICA PAPERS CO. LIMITED
PARTNERSHIP by its general partner
PACIFICA PAPERS INC.
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
PACIFICA PAPERS SALES LTD.
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
PACIFICA PAPERS KABUSHIKI KAISHA.
By: /s/ X. Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice-President, Finance,
Chief Finance Officer
and Secretary
THE TRUSTEE:
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee
By: /s/ X. Xxxxx
_________________________________
Name: Xxxxxxx X. Xxxxx
Title: Corporate Trust Officer
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