FIRST AMENDMENT TO ALTERNATIVE RECAPITALIZATION SUPPORT AGREEMENT
FIRST AMENDMENT TO ALTERNATIVE RECAPITALIZATION SUPPORT AGREEMENT
This First Amendment (this “Amendment”) to the Alternative Recapitalization Support Agreement, dated October 30, 2016, by and among Catalyst Paper Corporation (“CPC”) and each of the other signatories thereto (each, a “Supporting Party” and collectively, the “Supporting Parties”) (as may be further amended, modified, or supplemented, from time to time, the “Support Agreement”), is entered into as of November 18, 2016 (the “Effective Date”) by and among: (i) CPC; and (ii) the Supporting Parties. This Amendment collectively refers to CPC and the Supporting Parties as the “Parties” and each individually as a “Party.” Unless otherwise noted, capitalized terms used but not defined herein are used as defined in the Support Agreement.
RECITALS
WHEREAS, the Parties desire to amend the Support Agreement to modify certain provisions thereof; and
WHEREAS, Section 15.12 of the Support Agreement permits the modification, amendment or supplementation as to any matter by an instrument in writing signed by CPC and each of the Supporting Parties that have executed the Support Agreement on the Agreement Date;
NOW, THEREFORE, in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agrees as follows:
AGREEMENT
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1.
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Amendment Effective Date. This Amendment shall become effective, and the obligations contained herein shall become binding upon the Parties, upon the Effective Date. Following the Effective Date, whenever the Support Agreement is referred to in any agreements, documents, and instruments, such reference shall be deemed to be to the Support Agreement as amended by this Amendment.
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2.
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Amendments to the Support Agreement. The Support Agreement is hereby amended as follows:
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(a)
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Section 7.1(e) of the Support Agreement is hereby amended by deleting the date November 14, 2016 contained therein and replacing it with “December 7, 2016”.
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(b)
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Section 7.1(f) of the Support Agreement is hereby amended by deleting the date November 17, 2016 contained therein and replacing it with “December 9, 2016”.
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(c)
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Section 7.1(g) of the Support Agreement is hereby amended by deleting the date December 16, 2016 contained therein and replacing it with “January 13, 2017”. |
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(d)
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Section 7.1(h) of the Support Agreement is hereby amended by deleting the date December 19, 2016 contained therein and replacing it with “January 16, 2017”.
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(e)
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Section 7.1(i) of the Support Agreement is hereby amended by deleting the date December 23, 2016 contained therein and replacing it with “January 20, 2017”.
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(f)
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Section 7.1(j) of the Support Agreement is hereby amended by deleting the date December 31, 2016 contained therein and replacing it with “January 31, 2017”.
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3.
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Ratification. Except as specifically provided for in this Amendment, no changes, amendments, or other modifications have been made on or prior to the date hereof or are being made to the terms of the Support Agreement or the rights and obligations of the parties thereunder, all of which such terms are hereby ratified and confirmed and remain in full force and effect.
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4.
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Miscellaneous.
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(a)
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This Amendment shall not, except as expressly provided herein, alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Support Agreement. Nothing herein shall be deemed to entitle CPC to a waiver, amendment, modification, or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Support Agreement in similar or different circumstances, or any right to consent to any of the foregoing except as expressly set forth in the Support Agreement.
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(b)
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This Amendment shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia, without regard to principles of conflicts of law. Each Party submits to the jurisdiction of the courts located in Vancouver, British Columbia in any action or proceeding arising out of or relating to this Amendment.
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(c)
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Each Party hereby reaffirms its obligations under, and the term set forth in, the Support Agreement effective as of the Effective Date and as amended hereby.
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(d)
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This Amendment expresses the entire understanding of the parties hereto with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.
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(e)
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Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.
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(f)
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This Amendment may be signed in counterparts, each of which, when taken together, shall be deemed an original. Execution of this Amendment is effective if a signature is delivered by facsimile transmission or electronic (e.g., pdf) transmission.
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[Signatures follow.]
This Amendment has been agreed and accepted as of the date first set forth above.
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CATALYST PAPER CORPORATION
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By: "Xxx Xxxxxx"
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Name: Xxx Xxxxxx
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Title: President & Chief Executive Officer
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Name of Supporting Party:
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OAKTREE OPPORTUNITIES FUND IX, L.P.
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OAKTREE OPPORTUNITIES FUND IX (PARALLEL), L.P.
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OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.
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By: Oaktree Opportunities Fund IX GP, L.P.
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Its: General Partner
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By: Oaktree Opportunities Fund IX GP Ltd.
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Its: General Partner
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By: Oaktree Capital Management, L.P.
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Its: Director
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By: "Xxxxx Xxxxxxxx"
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Name: Xxxxx Xxxxxxxx
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Title: Managing Director
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By: "Xxxxx Xxxxxxxx"
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Name: Xxxxx Xxxxxxxx
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Title: Senior Vice President
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OAKTREE VALUE OPPORTUNITIES FUND, L.P.
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By: Oaktree Value Opportunities Fund GP, L.P.
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Its: General Partner
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| By: Oaktree Value Opportunities Fund GP Ltd. | |
| Its: General Partner | |
| By: Oaktree Capital Management, L.P. | |
| Its: Director | |
| By: "Xxxxx Xxxxxxxx" | |
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Name: Xxxxx Xxxxxxxx
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Title: Managing Director
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| By: "Xxxxx Xxxxxxxx" | |
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Name: Xxxxx Xxxxxxxx
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Title: Senior Vice President
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Name of Supporting Party:
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XXXXXXX DISTRESSED OPPORTUNITY SPECIALTY FUND, X.X.
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XXXXXXXXX PARTNERS LLC – SERIES A BOSTON PATRIOT BATTERYMARCH ST LLC
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XXXXXXX DISTRESSED OPPORTUNITY FUND GLOBAL, L.P.
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By: "Xxxxxx Xxxxxxxxx"
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Name: Xxxxxx Xxxxxxxxx, Esq.
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Title: Corporate Secretary
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