SCHEDULE 4.12
THIS DEBENTURE AMENDING AGREEMENT made as of the 26th day
of October, 1998.
BETWEEN: REPAP NEW BRUNSWICK INC., a corporation
incorporated under the laws of Canada,
having an office at 000 Xxxxxx Xxxx, in
the City of Miramichi, in the Province of
New Brunswick (the "Corporation")
AND: THE BANK OF NEW YORK, a New York banking
corporation, having an office at 000 Xxxxxxx
Xxxxxx, Xxxxx 21 West, in the City of New
York, in the State of New York, as Collateral
Agent and BANKERS TRUST COMPANY, a New York
banking corporation, having an office at
Four Albany Street, in the City of New York,
in the State of New York, as Trustee
(collectively the "Lender")
WHEREAS:
1. The Corporation executed in favour of the Lender a Form A56
Debenture dated on April 24, 1995 (the "Debenture").
2. The capitalized terms used in this Amending Agreement, unless
something in the context is inconsistent therewith, shall have the
meanings set out in the Debenture.
3. The Debenture was registered as follows:
(a) in the Northumberland County Registry Office on April 24, 1995,
in Book 956 as Number 081282;
(b) in the Kent County Registry Office on April 24, 1995, in Book 618
as Number 171481;
(c) in the Gloucester County Registry Office on April 24, 1995, in
Book 1829 as Number 267756; and
(d) in the York County Registry Office on April 24, 1995, in Book
1780 as Number 382734.
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4. The parties hereto have always intended to exclude from the
mortgages and charges of the Debenture:
(a) any interest of the Corporation in the sawmill operation and
related property at Blackville, New Brunswick (the "Blackville
Sawmill");
(b) any accretions, additions or technological upgrades to the
Blackville Sawmill;
(c) accounts receivable and inventory of the Corporation; and
(d) property and assets of the Corporation involved in certain
sale/leaseback transactions.
However, in the absence of an express exclusion of items (a) and (b)
above from the mortgages and charges of the Debenture the status of
the Corporation's interest in the property described therein is
unclear on the public record.
5. The Corporation and the Lender have now agreed to amend the
Debenture as hereinafter set out to accurately reflect their intent in
the Debenture as authorized and permitted by Section 17.01 of Schedule
"C" of the Debenture and section 9.01 of the Second Priority Note
Indenture and a Direction to the Collateral Agent pursuant to Section
2(a) of the Collateral Agency Agreement from each of The Bank of New
York as a First Priority Refinancing Debt Representative, Credit
Suisse First Boston as a First Priority Refinancing Debt
Representative and Bankers Trust Company as a Representative under the
Collateral Agency Agreement.
NOW THEREFORE in consideration of the sum of One Dollar
($1.00) paid by each of the Lender and the Corporation to each other
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and for other good and valuable consideration, it is hereby agreed the
Debenture is further amended as follows:
1. Paragraph 2.01(b) of Schedule "C" and paragraph (b) of Schedule
"F" of the Debenture are each hereby amended as follows:
(a) by deleting the word "and" at the end of subparagraph (i)
thereof;
(b) by deleting the period at the end of subparagraph (ii) thereof
and substituting a semi-colon;
(c) by adding the following new sub-paragraphs (iii) and (iv)
thereto:
"(iii) Any and all interest of the Company, legal
or beneficial, now owned or hereafter acquired, in
any and all real and personal property located in
Blackville, New Brunswick associated with the
sawmill operation carried on there under the name
Blackville Lumber, including, without limiting the
generality of the foregoing, the real property
more particularly described in the Deed from
Nautical Terra Lumber Inc. as grantor to
Blackville Lumber Inc. as grantee dated November
25, 1988 and registered in the Registry Office for
Northumberland County New Brunswick in Book 661,
as Number 45931; and
(iv) Any and all interest of the Company, legal or
beneficial, now owned or hereafter acquired, in
any and all real and personal property
constituting accretions, additions or
technological upgrades to the real and personal
property described in clause (iii) above."
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2. This Debenture Amending Agreement shall be governed by the laws
of the Province of New Brunswick and the laws of Canada applicable
therein.
3. In all other respects, the parties confirm the terms and
conditions of the Debenture except as modified herein.
4. This Debenture Amending Agreement shall be binding upon the
parties hereto, their respective successors and assigns.
IN WITNESS WHEREOF the parties hereto have caused these presents
to be duly executed as of the day and year first above written.
REPAP NEW BRUNSWICK INC.
Per:----------------------------
THE BANK OF NEW YORK
Per:----------------------------
BANKERS TRUST COMPANY
Per:----------------------------
