Millar Western Forest Products Ltd. Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • March 7th, 2012 • Millar Western Forest Products LTD • Forestry • New York
Millar Western Forest Products Ltd., a corporation established under the laws of the Province of Alberta (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $210,000,000 in aggregate principal amount of its 8.50% Senior Notes due 2021 (the “Notes”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Transfer Restricted Securities (as defined herein) as follows:
8th Flr., 505 - 2nd Street SWLetter Agreement • March 7th, 2012 • Millar Western Forest Products LTD • Forestry
We refer to the correspondence dated June 29, 2001 a copy of which is attached as Schedule “A” to this letter (the “June 29, 2001 Letter Agreement”) between EPCOR PPA Management Inc. (“EPCOR”) and Millar Western Forest Products Ltd. (“Millar Western”). In the June 29, 2001 Letter Agreement which remains in full force and effect, Millar Western is to maintain a value of future PPA revenues of $15 million based on EPCOR’s pool price forecasts as set out therein, with such amount to be reducing on a straight line basis over the term of the PPA (the “Value Amount”). Currently the Value Amount is $11.3 million.
MILLAR WESTERN FOREST PRODUCTS LTD. – and – EPCOR MERCHANT AND CAPITAL L.P. – and – EPCOR UTILITIES INC. As Guarantor MILLAR WESTERN PPI SWAP AND PURCHASE AGREEMENT Dated as of May 19, 2006Ppi Swap and Purchase Agreement • March 7th, 2012 • Millar Western Forest Products LTD • Forestry • Alberta
MILLAR WESTERN FOREST PRODUCTS LTD., a corporation incorporated and subsisting under the laws of Alberta (hereinafter called the “Participant”),
TRADE MARK LICENSING AGREEMENT MILLAR WESTERN FOREST PRODUCTS LTD. and MILLAR WESTERN INDUSTRIES LTD.Trade Mark Licensing Agreement • March 7th, 2012 • Millar Western Forest Products LTD • Forestry • Alberta
NOW THEREFORE in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Industries and Millar Western agree as follows:
TAX LOAN AGREEMENTTax Loan Agreement • March 7th, 2012 • Millar Western Forest Products LTD • Forestry • Alberta
AND WHEREAS the Borrower has provided to the Lender the Tax Loan Supporting Documentation and, if applicable, a copy of the Adverse Assessment, and has otherwise complied with its obligations under the Tax Agreement;
Sundance C Power Purchase Arrangement Power Purchase Arrangement For Sundance Under BETWEEN: TransAlta Utilities Corporation, a corporation incorporated pursuant to the laws of Canada and the Buyer WHEREAS: INDEPENDENT ASSESSMENT TEAM 2 Final VersionPower Purchase Arrangement • March 7th, 2012 • Millar Western Forest Products LTD • Forestry • Alberta
Accordingly, this Arrangement sets forth the rights and obligations of each of the Parties with respect to the Balancing Pool, and with respect to the operation the Units and the use of and entitlements to Electricity and System Support Services from the Units.
SD EXTENSION LOAN AGREEMENTLoan Agreement • March 7th, 2012 • Millar Western Forest Products LTD • Forestry • Alberta
WHEREAS pursuant to the Swap and Purchase Agreement, (i) the Borrower assigned its BR Swap Rights (as defined in the Swap and Purchase Agreement) to the Lender in exchange for an assignment from the Lender of its SD Swap Rights (as defined Swap and Purchase Agreement) and (ii) the Lender sold and assigned to the Borrower the SD Extension Rights (as defined in the Swap and Purchase Agreement).
Government of Alberta Sustainable Resource Development Miscellaneous Lease Miscellaneous Lease No. MLL 840018 THIS INDENTURE made in duplicate on December 10, 2010Miscellaneous Lease • March 7th, 2012 • Millar Western Forest Products LTD • Forestry
BETWEEN: HER MAJESTY THE QUEEN, in right of the Province of Alberta, as represented herein by the Department of Sustainable Resource Development, by the “director” duly designated under the Public Lands Act, (collectively called the “lessor”),
