AMENDED AND RESTATED SHARE PURCHASE AGREEMENT AMONG NEENAH PAPER COMPANY OF CANADA As Seller and NPCC HOLDING COMPANY, LLC As Seller Parent and NEENAH PAPER, INC. As Guarantor and AZURE MOUNTAIN CAPITAL HOLDINGS LP As Purchasers’ Parent and NORTHERN...Share Purchase Agreement • August 11th, 2008 • Neenah Paper Inc • Paper mills • Nova Scotia
THIS AGREEMENT is made on June 24, 2008, among NEENAH PAPER COMPANY OF CANADA, an unlimited company incorporated under the laws of Nova Scotia (“Seller”), NPCC HOLDING COMPANY, LLC, a limited liability company organized under the laws of Delaware (“Seller Parent”), NEENAH PAPER INC., a corporation incorporated under the laws of Delaware (“NPI”), AZURE MOUNTAIN CAPITAL HOLDINGS LP, a limited partnership formed under the laws of Ontario (“Purchasers’ Parent”), NORTHERN PULP NS LP, a limited partnership formed under the laws of Ontario (“NPNS Purchaser”), and AZURE MOUNTAIN CAPITAL FINANCIAL LP, a limited partnership formed under the laws of Ontario (“Azure Mountain Purchaser”, and collectively with Mill Purchaser, the “Purchasers”).
CONSENT AND GUARANTEE AGREEMENT CONCERNING AMENDED AND RESTATED PULP SUPPLY AGREEMENTConsent and Guarantee Agreement • August 11th, 2008 • Neenah Paper Inc • Paper mills • Wisconsin
This Consent and Guarantee Agreement (“Agreement”) is effective as of June 19, 2008 and is by and between Neenah Paper, Inc., a Delaware corporation (“NPI”) and Kimberly-Clark Global Sales, LLC, a limited liability company (“K-C”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 11th, 2008 • Neenah Paper Inc • Paper mills • Nova Scotia
Neenah Paper Company of Canada, an unlimited company incorporated under the laws of the Province of Nova Scotia (the “Subscriber”)
ContractCredit Agreement • August 11th, 2008 • Neenah Paper Inc • Paper mills • New York
SIXTH AMENDMENT, dated as of May 15, 2008 (this “Amendment”), to the Credit Agreement dated as of November 30, 2004 (as heretofore amended, supplemented, or otherwise modified, the “Credit Agreement”) among NEENAH PAPER, INC., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with the Parent, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto, the lenders party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as agent for the Lenders (in such capacity, the “Agent”), and J.P. MORGAN SECURITIES INC., as the exclusive arranger and sole bookrunner (“Book-Runner”).
ASSET PURCHASE AGREEMENT AMONG NEENAH PAPER COMPANY OF CANADA As Seller And AZURE MOUNTAIN CAPITAL FINANCIAL CORPORATION As Purchaser MADE AS OF June 24, 2008Asset Purchase Agreement • August 11th, 2008 • Neenah Paper Inc • Paper mills • Nova Scotia
ASSET PURCHASE AGREEMENT AMONG NEENAH PAPER COMPANY OF CANADA As Seller and NORTHERN PULP NOVA SCOTIA CORPORATION As Purchaser MADE AS OF June 24, 2008 PICTOU PULP MILL AND WOODLANDS OPERATIONSAsset Purchase Agreement • August 11th, 2008 • Neenah Paper Inc • Paper mills • Nova Scotia
THIS AGREEMENT is made as of June , 2008, between NEENAH PAPER COMPANY OF CANADA, an unlimited company incorporated under the laws of Nova Scotia (“Seller”) and NORTHERN PULP NOVA SCOTIA CORPORATION, an unlimited company incorporated under the laws of Nova Scotia (“Purchaser”).
STUMPAGE AGREEMENT Between NEENAH PAPER COMPANY OF CANADA and NORTHERN PULP NOVA SCOTIA CORPORATIONStumpage Agreement • August 11th, 2008 • Neenah Paper Inc • Paper mills • Nova Scotia
This Agreement is made as of June 24, 2008 (the “Effective Date”) by and between Neenah Paper Company of Canada, a Nova Scotia unlimited liability company, located at 3460 Preston Ridge Road, Suite 600, Alpharetta, GA 30005 (“Neenah”) and Northern Pulp Nova Scotia Corporation, a Nova Scotia unlimited liability company, located at 260 Abercrombie Granton Branch Road, New Glasgow, Nova Scotia B2H 5E8 (“NPNS”).
