EXHIBIT 10.8
RELEASE AGREEMENT
This Release Agreement is executed as of this 31st day of
December, 2002 by Xxxxx Fargo Bank Minnesota, National Association (the
"TRUSTEE") and Allwin Technical Services Limited ("ALLWIN").
W I T N E S S E T H
WHEREAS, reference is made to the indenture dated as of March
12, 1999, among the Company, the guarantors named therein (the "GUARANTORS") and
the Trustee, as supplemented by the First Supplemental Indenture dated as of
March 12, 1999, the Second Supplemental Indenture dated for reference December
30, 1999, the Third Supplemental Indenture dated for reference January 31, 2001,
the Fourth Supplemental Indenture dated as of September 1, 2001, the Fifth
Supplemental Indenture dated as of September 30, 2002, and the Sixth
Supplemental Indenture dated as of October 8, 2002 (collectively, the
"INDENTURE"), that governs the Company's US$200,000,000 aggregate principal
amount of 10% Senior Notes due 2009 (the "NOTES").
WHEREAS, Allwin is one of the Guarantors of the Notes under
the Indenture;
WHEREAS, pursuant to a reorganization of the Company, Allwin
has transferred all of its assets to Norske Xxxx Pulp Operations Limited
("PULPCO"), which is also a Guarantor under the Indenture, and Pulpco has
assumed all the liabilities of Allwin (such transaction is referred to as the
"ASSET TRANSFER");
WHEREAS, Allwin now seeks to be released from its Guarantee of
the Notes so that it may undertake a voluntary dissolution;
WHEREAS, pursuant to Section 10.05, in connection with the
Asset Transfer, Allwin shall be released from its Guarantee of the Notes under
the Indenture,
WHEREAS, Allwin has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel that all conditions precedent relating to
the Asset Transfer have been complied with and the release of Allwin from its
Guarantee under the Indenture is authorized and permitted under the Indenture;
NOW, THEREFORE, in consideration of the foregoing premises,
each of the undersigned hereby acknowledges and agrees as follows:
1. DEFINITIONS. All capitalized terms used and not otherwise
defined herein shall have the meaning as set forth in the Indenture.
2. TERMINATION AND RELEASE. The Trustee and Allwin hereby
agree that all of Allwin's obligations under the Indenture and the Guarantee
endorsed on the Notes are hereby terminated, cancelled and of no further force
and effect in accordance with Section 10.05 of the Indenture.
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3. FURTHER ASSURANCES. The Trustee further agrees to furnish
such additional releases, termination statements and such other and further
documents, instruments, notices and agreements as may be reasonably requested by
Allwin or the Company from time to time, in order to effect and evidence more
fully the matters covered hereby.
4. CHOICE OF LAW; SEVERABILITY. This Release Agreement shall
be governed by and construed in accordance with the laws of the State of New
York.
5. EFFECTIVENESS. This Release Agreement shall become
effective as of the date first written above.
6. COUNTERPARTS. This Release Agreement may be executed in one
or more counterparts, each of which when so executed shall be deemed to be an
original and all of which together shall constitute one and the same instrument.
Delivery of an executed counterpart of this Release Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.
7. ENTIRE AGREEMENT. This Release Agreement constitutes the
entire agreement with respect to the subject matter hereof and supersedes all
other understandings, oral or written, with respect to the subject matter
hereof.
IN WITNESS WHEREOF, the undersigned have duly executed this
Release Agreement as of the day and year first above written.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Corporate Trust
Officer
ALLWIN TECHNICAL SERVICES LIMITED
By /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Corporate Secretary
and Legal Counsel
