BACKSTOP LOAN COMMITMENT AGREEMENT by and among TEMBEC INC. AND ITS SUBSIDIARIES SET FORTH HEREIN and Dated as of December 18, 2007Backstop Loan Commitment Agreement • December 19th, 2007 • Tembec Industries Inc • Sawmills & planting mills, general • New York
This Backstop Loan Commitment Agreement (this "Agreement"), dated as of December 18, 2007 (the "JPMSI Backstop Date"), is entered into by and among Tembec Inc., a company organized under the laws of Quêbec ("Parent"); Tembec Industries Inc., a company organized under the laws of Canada ("TII"); Tembec Enterprises Inc., a company organized under the laws of Canada ("TEI" and together with Parent and TII, collectively referred to as the "Companies" or "Tembec") and J.P. Morgan Securities Inc. ("JPMSI").
SUPPORT AGREEMENTSupport Agreement • December 19th, 2007 • Tembec Industries Inc • Sawmills & planting mills, general • Ontario
This support agreement (the "Support Agreement") sets out the agreement among: (a) Tembec Inc. ("Parent"); (b) Tembec Industries Inc. ("Industries"); (c) Tembec Enterprises Inc. ("TEI", together with Parent and Industries, the "Companies"); and (d) the other signatory hereto (subject to Section 11(a), the "Consenting Noteholder"), being a holder of Industries’ 8.625% unsecured senior notes due June 2009, 8.5% unsecured senior notes due February 2011 and/or 7.75% unsecured senior notes due March 2012 (collectively, the "Notes"; all holders of the Notes are collectively referred to as the "Noteholders"), regarding the principal aspects of a recapitalization of the Companies (the "Recapitalization") and a new term loan, as more fully described in the term sheet attached hereto as Schedule A (the "Term Sheet", with the terms agreed to and set out therein being the "Recapitalization Terms"), which Recapitalization and Term Sheet are intended to form the basis of a plan of arrangement (the "
