FORM OF DOMTAR CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. RIGHTS AGREEMENT Dated as of [ ], 2007Rights Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Delaware
Common Stock. In the case of any person who, together with its respective affiliates and associates, becomes the beneficial owner of 10% or more of the outstanding shares of the Common Stock immediately following the Effective Time (as such term is defined in the Transaction Agreement, dated as of August 22, 2006, among the Company, Weyerhaeuser Company, Weyerhaeuser ELI, Inc., Weyerhaeuser Crosby, Inc., Weyerhaeuser Yukon, Inc. and Domtar Inc.), the Rights generally will be distributed only if, after the Effective Time, any such stockholder (referred to as a “grandfathered person”) acquires or proposes to acquire beneficial ownership of more than an additional 1% of the outstanding shares of the Common Stock. A stockholder shall cease to be a grandfathered person at such time when such stockholder, together with its respective affiliates and associates, beneficially owns less than 10% of the outstanding shares of the Common Stock.
AMENDED AND RESTATED TRANSACTION AGREEMENT Dated as of the 25th day of January, 2007, Among WEYERHAEUSER COMPANY, DOMTAR CORPORATION, DOMTAR PAPER COMPANY, LLC, DOMTAR DELAWARE HOLDINGS INC., DOMTAR PACIFIC PAPERS INC., DOMTAR PACIFIC PAPERS ULC,...Transaction Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Delaware
WHEREAS Weyerhaeuser, Spinco, Newco, Newco Holding, Old Newco Canada, Newco Canada Exchangeco and Domtar entered into a Transaction Agreement dated as of August 22, 2006 (the “Original Agreement”), and Weyerhaeuser, Spinco, Newco, Newco Holding, Newco Canada, Old Newco Canada, Newco Canada Exchangeco and Domtar now desire to amend and restate the Original Agreement;
GENERAL SITE SERVICES AGREEMENT FOR COLUMBUS, MISSISSIPPIGeneral Site Services Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Mississippi
This General Site Services Agreement (“Agreement”) is made by and between Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), and Domtar Paper Company, LLC, a Delaware limited liability company (“Domtar”) as of , 2007.
AMENDED AND RESTATED CONTRIBUTION AND DISTRIBUTION AGREEMENT AMONG WEYERHAEUSER COMPANY AND DOMTAR PAPER COMPANY, LLC AND DOMTAR CORPORATION DATED AS OF JANUARY 25, 2007Contribution and Distribution Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Delaware
THIS AMENDED AND RESTATED CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of January 25, 2007 (this “Agreement”), among Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), Domtar Paper Company, LLC (formerly known as Weyerhaeuser ELI, LLC), a Delaware limited liability company and a wholly-owned subsidiary of Weyerhaeuser (“Newco”), and Domtar Corporation (formerly known as Weyerhaeuser TIA, Inc.), a Delaware corporation and a wholly-owned subsidiary of Weyerhaeuser (“Spinco”).
SITE SERVICES AGREEMENT (UTILITIES) FOR COLUMBUS, MISSISSIPPISite Services Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Mississippi
This Site Services Agreement (Utilities) (“Agreement”) is made by and between Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), and Domtar Paper Company, LLC, a Delaware limited liability company (“Domtar”) as of , 2007.
INDENTURE between DOMTAR INC. as Issuer and THE BANK OF NEW YORK as Trustee $125,000,000 9-1/2% Debentures Due 2016 Dated as of July 31, 1996Indenture • January 26th, 2007 • Domtar CORP • Paper mills • New York
INDENTURE dated as of July 31, 1996, between DOMTAR INC., a corporation incorporated under the Canada Business Corporations Act (the “Corporation”), as issuer (the “Issuer”) and THE BANK OF NEW YORK, as trustee (the “Trustee”).
Opinion of Cravath, Swaine & Moore LLPDomtar CORP • January 26th, 2007 • Paper mills
We have acted as counsel for Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), in connection with (i) a proposed contribution of Weyerhaeuser’s fine paper business to Domtar Paper Company, LLC, a Delaware limited liability company (“Newco”), in exchange for limited liability company interests of Newco (the “Newco Contribution”) and the contribution of all of the issued and outstanding limited liability company interests of Newco to Domtar Corporation, a Delaware corporation that is a newly formed, wholly-owned subsidiary of Weyerhaeuser (“Spinco”), in exchange for common stock of Spinco and $1.35 billion in cash (together with the Newco Contribution, the “Contribution”) pursuant to the Contribution and Distribution Agreement (the “Contribution and Distribution Agreement”), dated as of August 22, 2006 and amended and restated as of January 25, 2007, by and among Weyerhaeuser, Spinco and Newco, (ii) at the election of Weyerhaeuser, either a pro rata distribution to holders
PRINCETON FIBER SUPPLY AGREEMENTPrinceton Fiber Supply Agreement • January 26th, 2007 • Domtar CORP • Paper mills • British Columbia
PRINCETON FIBER SUPPLY AGREEMENT (this “Agreement”) made with effect from the • day of 2007 between WEYERHAEUSER COMPANY LIMITED, a Canadian corporation (hereinafter referred to as “Weyerhaeuser”) and DOMTAR PULP AND PAPER PRODUCTS INC., a Canadian corporation (hereinafter referred to as “Domtar”).
SITE SERVICES AGREEMENT FOR KAMLOOPS, BRITISH COLUMBIASite Services Agreement • January 26th, 2007 • Domtar CORP • Paper mills • British Columbia
KAMLOOPS SITE SERVICES AGREEMENT (this “Agreement”) made with effect from the • day of 2007 between WEYERHAEUSER COMPANY LIMITED, a Canadian corporation (“Weyerhaeuser”), and DOMTAR PULP AND PAPER PRODUCTS INC., a Canadian corporation (“Domtar”).
SLUSH PULP SALES AGREEMENTSlush Pulp Sales Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Mississippi
This Agreement is made this day of , 2007 by and between Weyerhaeuser Company, a Washington corporation (hereinafter referred to as “Weyerhaeuser”) and DOMTAR PAPER COMPANY, LLC, a Delaware limited liability company (hereinafter referred to as “Domtar”).
OKANAGAN FALLS FIBER SUPPLY AGREEMENTOkanagan Falls Fiber Supply Agreement • January 26th, 2007 • Domtar CORP • Paper mills • British Columbia
OKANAGAN FALLS FIBER SUPPLY AGREEMENT (this “Agreement”) made with effect from the • day of 2007 between WEYERHAEUSER COMPANY LIMITED, a Canadian corporation (hereinafter referred to as “Weyerhaeuser”) and DOMTAR PULP AND PAPER PRODUCTS INC., a Canadian corporation (hereinafter referred to as “Domtar”).
PRINCE ALBERT FIBER SUPPLY AGREEMENTPrince Albert Fiber Supply Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Saskatchewan
PRINCE ALBERT FIBER SUPPLY AGREEMENT (this “Agreement”) made with effect from the • day of 2007 between WEYERHAEUSER COMPANY LIMITED, a Canadian corporation (hereinafter referred to as “Weyerhaeuser”), and DOMTAR PULP AND PAPER PRODUCTS INC., a Canadian corporation (hereinafter referred to as “Domtar”).
KAMLOOPS FIBER SUPPLY AGREEMENTKamloops Fiber Supply Agreement • January 26th, 2007 • Domtar CORP • Paper mills • British Columbia
KAMLOOPS FIBER SUPPLY AGREEMENT (this “Agreement”) made with effect from the • day of 2007 between WEYERHAEUSER COMPANY LIMITED, a Canadian corporation (hereinafter referred to as “Weyerhaeuser”) and DOMTAR PULP AND PAPER PRODUCTS INC., a Canadian corporation (hereinafter referred to as “Domtar”).
FORM OF CANADIAN PURCHASE AGREEMENT between DOMTAR PAPER COMPANY, LLC and DOMTAR PULP AND PAPER PRODUCTS INC. and DOMTAR (CANADA) PAPER INC. and WEYERHAEUSER COMPANY LIMITED and WEYERHAEUSER SASKATCHEWAN LTD. Dated as of [•], 2007Canadian Purchase Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Ontario
PURCHASE AGREEMENT dated as of [ ], 2007 (this “Agreement”) is made among Domtar Paper Company, LLC (“Newco”), a Delaware limited liability company and a wholly-owned subsidiary of Weyerhaeuser Company (“Weyerhaeuser”), a Washington corporation, Domtar Pulp and Paper Products Inc. (“Exchangeco Subsidiary”), a Canadian corporation and wholly owned subsidiary of Domtar (Canada) Paper Inc. (“Newco Canada Exchangeco”), a British Columbia corporation and a subsidiary of Domtar Pacific Papers ULC, which is an indirect subsidiary of Newco, Weyerhaeuser Company Limited (“Weyerhaeuser Canada”), a Canadian corporation and a subsidiary of Weyerhaeuser and Weyerhaeuser Saskatchewan Ltd. (“Weyerhaeuser Saskatchewan”), a Saskatchewan corporation and a subsidiary of Weyerhaeuser Company Limited.
COLUMBUS PINE CHIP SUPPLY AGREEMENTColumbus Pine Chip Supply Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Mississippi
PINE CHIP SUPPLY AGREEMENT (the “Agreement”) made this day of 2007 between WEYERHAEUSER COMPANY, a Washington corporation (hereinafter referred to as “Weyerhaeuser”) and DOMTAR PAPER COMPANY, LLC, a Delaware limited liability company (hereinafter referred to as “Domtar”).
PLYMOUTH HOG FUEL SUPPLY AGREEMENTPlymouth Hog Fuel Supply Agreement • January 26th, 2007 • Domtar CORP • Paper mills • North Carolina
HOG FUEL SUPPLY AGREEMENT (this “Agreement”) made this day of 2007 between WEYERHAEUSER COMPANY, a Washington corporation (hereinafter referred to as “Weyerhaeuser”) and DOMTAR PAPER COMPANY, LLC, a Delaware limited liability company (hereinafter referred to as “Domtar”).
WHITE RIVER FIBER SUPPLY AGREEMENTWhite River Fiber Supply Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Ontario
WHITE RIVER FIBER SUPPLY AGREEMENT (the “Agreement”) made with effect from the • day of 2007 between WEYERHAEUSER COMPANY LIMITED, a Canadian corporation (hereinafter referred to as “Weyerhaeuser”) and DOMTAR INC., a Canadian corporation (hereinafter referred to as “Domtar”).
PLYMOUTH PINE CHIP SUPPLY AGREEMENTPlymouth Pine Chip Supply Agreement • January 26th, 2007 • Domtar CORP • Paper mills • North Carolina
PINE CHIP SUPPLY AGREEMENT (this “Agreement”) made this day of 2007, between WEYERHAEUSER COMPANY, a Washington corporation (hereinafter referred to as “Weyerhaeuser”), and DOMTAR PAPER COMPANY, LLC, a Delaware limited liability company (hereinafter referred to as “Domtar”).
CARROT RIVER AND HUDSON BAY FIBER SUPPLY AGREEMENTCarrot River and Hudson Bay Fiber Supply Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Saskatchewan
CARROT RIVER AND HUDSON BAY FIBER SUPPLY AGREEMENT (this “Agreement”) made with effect from the • day of 2007 between WEYERHAEUSER COMPANY LIMITED, a Canadian corporation (hereinafter referred to as “Weyerhaeuser”) and DOMTAR PULP AND PAPER PRODUCTS INC., a Canadian corporation (hereinafter referred to as “Domtar”).
