EXHIBIT 10.15
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 August 14, 2001
among Norske Xxxx Canada Limited, a Canadian corporation (the "COMPANY"), the
guarantors named therein (the "GUARANTORS") and the Trustee, as supplemented by
the First Supplemental Indenture dated as of August 28, 2001, the Second
Supplemental Indenture dated as of September 1, 2001, the Third Supplemental
Indenture dated as of September 30, 2002, and the Fourth Supplemental Indenture
dated as of August 8, 2002 (collectively, the "INDENTURE"), that governs the
Company's US$250,000,000 aggregate principal amount of 85/8% Senior Notes due
2011 (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.
2
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/ Xxxxxx X. X'Xxxxxxx
----------------------------------
Name: Xxxxxx X. X'Xxxxxxx
Title: Corporate Trust Officer
ALLWIN TECHNICAL SERVICES LIMITED
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Corporate Secretary and
Legal Counsel
