0001193125-10-110609 Sample Contracts

SECOND AMENDMENT
Domtar CORP • May 6th, 2010 • Paper mills • New York

SECOND AMENDMENT, dated as of March 18, 2010 (this “Amendment”), to the Credit Agreement, dated as of March 7, 2007 (as amended, supplemented or modified from time to time, the “Credit Agreement”), among Domtar Corporation, a Delaware corporation (the “Parent Borrower”), Domtar Paper Company, LLC, a Delaware limited liability company, Domtar Inc., a Canadian corporation, the banks and other financial institutions or entities from time to time party thereto, Bank of America, N.A., Royal Bank of Canada and The Bank of Nova Scotia, as co-documentation agents, Morgan Stanley Senior Funding, Inc., as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

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ASSET PURCHASE AGREEMENT - by and among - DOMTAR INC. and DOMTAR PULP AND PAPER PRODUCTS INC. as Vendors - and - EACOM TIMBER CORPORATION as Purchaser
Asset Purchase Agreement • May 6th, 2010 • Domtar CORP • Paper mills • Ontario

WHEREAS the Vendors own the Purchased Assets and operate the Business (each as hereinafter defined) and have certain contracts, rights, permits, obligations, and liabilities related thereto; and

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