Millar Western Forest Products Ltd Sample Contracts

Millar Western Forest Products Ltd – Millar Western Forest Products Ltd. 8.50% Senior Notes Due 2021 Exchange and Registration Rights Agreement (March 7th, 2012)
Millar Western Forest Products Ltd – SD EXTENSION LOAN AGREEMENT (March 7th, 2012)

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).

Millar Western Forest Products Ltd – Attention: Mr. Mac Millar, President & CEO (March 7th, 2012)

We refer to the facility letter dated December 29, 2006 (the “Initial Facility Letter”), the first supplemental facility letter dated September 12, 2007 (the “First Supplemental Facility Letter”), the second supplemental facility letter dated March 26, 2008 (the “Second Supplemental Facility Letter”), the third supplemental facility letter dated April 22, 2008 (the “Third Supplemental Facility Letter”) and the fourth supplemental facility letter dated August 13, 2009 (the “Fourth Supplemental Facility Letter” and together with the Initial Facility Letter, the First Supplemental Facility, the Second Supplemental Facility and the Third Supplemental Facility Letter, the “Existing Facility Letters”) issued by HSBC Bank Canada (the “Bank”) to Millar Western Forest Products Ltd. (the “Borrower”) and confirm the renewal of the Loans on the terms and conditions set forth in the Existing Facility Letters, subject to the following amendments, and which amendments shall become effective on the da

Millar Western Forest Products Ltd – Sundance C Power Purchase Arrangement Power Purchase Arrangement For Sundance Under Section 45.95(1) of the Electric Utilities Act BETWEEN: TransAlta Utilities Corporation, a corporation incorporated pursuant to the laws of Canada and the Buyer WHEREAS: INDEPENDENT ASSESSMENT TEAM 2 Final Version (March 7th, 2012)

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.

Millar Western Forest Products Ltd – Attention: Mr. Mac Millar, President & CEO (March 7th, 2012)

We refer to the facility letter dated December 29, 2006 (the “Initial Facility Letter”), the first supplemental facility letter dated September 12, 2007 (the “First Supplemental Facility Letter”), the second supplemental facility letter dated March 26, 2008 (the “Second Supplemental Facility Letter”) and the third supplemental facility letter dated April 22, 2008 (the “Third Supplemental Facility Letter” and together with the Initial Facility Letter, the First Supplemental Facility and the Second Supplemental Facility, the “Existing Facility Letters”) issued by HSBC Bank Canada (the “Bank”) to Millar Western Forest Products Ltd. (the “Borrower”) and confirm the renewal of the Loans on the terms and conditions set forth in the Existing Facility Letters, subject to the following amendments, and which amendments shall become effective on the date of acceptance of this fourth supplemental facility letter:

Millar Western Forest Products Ltd – Government of Alberta Sustainable Resource Development Miscellaneous Lease Miscellaneous Lease No. MLL 840018 THIS INDENTURE made in duplicate on December 10, 2010 (March 7th, 2012)

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”),

Millar Western Forest Products Ltd – TAX LOAN AGREEMENT (March 7th, 2012)

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;

Millar Western Forest Products Ltd – Attention: Mr. Craig Armstrong, President & CEO (March 7th, 2012)

We refer to the facility letter dated December 29, 2006 (the “Initial Facility Letter”), the first supplemental facility letter dated September 12, 2007 (the “First Supplemental Facility Letter”), the second supplemental facility letter dated March 26, 2008 (the “Second Supplemental Facility Letter”), the third supplemental facility letter dated April 22, 2008 (the “Third Supplemental Facility Letter”), the fourth supplemental facility letter dated August 13, 2009 (the “Fourth Supplemental Facility Letter”), the fifth supplemental facility letter dated May 25, 2010 (the “Fifth Supplemental Facility Letter”) and the sixth supplemental facility letter dated September 17, 2010 (the “Sixth Supplemental Facility Letter” and together with the Initial Facility Letter, the First Supplemental Facility, the Second Supplemental Facility, the Third Supplemental Facility Letter, the Fourth Supplemental Facility Letter and the Fifth Supplemental Facility Letter, the “Existing Facility Letters”) issu

Millar Western Forest Products Ltd – Attention: Mr. Mac Millar, President & CEO (March 7th, 2012)

We refer to the facility letter dated December 29, 2006 (the “Initial Facility Letter”) and first supplemental facility letter dated September 12, 2007 (the “First Supplemental Facility Letter” and together with the Initial Facility Letter, the “Existing Facility Letters”) issued by HSBC Bank Canada (the “Bank”) to Millar Western Forest Products Ltd. (the “Borrower”) and confirm the continued availability of the Loans on the terms and conditions set forth in the Existing Facility Letters, subject to the following:

Millar Western Forest Products Ltd – Attention: Mr. Kevin Edgson, Chief Financial Officer (March 7th, 2012)

We refer to the facility letter dated December 29, 2006 (the “Initial Facility Letter”), the first supplemental facility letter dated September 12, 2007 (the “First Supplemental Facility Letter”), the second supplemental facility letter dated March 26, 2008 (the “Second Supplemental Facility Letter”), the third supplemental facility letter dated April 22, 2008 (the “Third Supplemental Facility Letter”, the fourth supplemental facility letter dated August 13, 2009 (the “Fourth Supplemental Facility Letter”) and the fifth supplemental facility letter dated May 25, 2010 (the “Fifth Supplemental Facility Letter” and together with the Initial Facility Letter, the First Supplemental Facility, the Second Supplemental Facility, the Third Supplemental Facility Letter and the Fourth Supplemental Facility Letter, the “Existing Facility Letters”) issued by HSBC Bank Canada (the “Bank”) to Millar Western Forest Products Ltd. (the “Borrower”) and confirm the renewal of the Loans on the terms and con

Millar Western Forest Products Ltd – 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, 2006 (March 7th, 2012)
Millar Western Forest Products Ltd – Attention: Mr. Mac Millar, President & CEO (March 7th, 2012)

We refer to the facility letter dated December 29, 2006 (the “Initial Facility Letter”), the first supplemental facility letter dated September 12, 2007 (the “First Supplemental Facility Letter”), and the second supplemental facility letter dated March 26, 2008 (the “Second Supplemental Facility Letter” and together with the Initial Facility Letter and the First Supplemental Facility, the “Existing Facility Letters”) issued by HSBC Bank Canada (the “Bank”) to Millar Western Forest Products Ltd. (the “Borrower”) and confirm the continued availability of the Loans on the terms and conditions set forth in the Existing Facility Letters, subject to the following:

Millar Western Forest Products Ltd – TRADE MARK LICENSING AGREEMENT MILLAR WESTERN FOREST PRODUCTS LTD. and MILLAR WESTERN INDUSTRIES LTD. (March 7th, 2012)
Millar Western Forest Products Ltd – MILLAR WESTERN FOREST PRODUCTS LTD. 8.5% SENIOR NOTES DUE 2021 INDENTURE Dated as of April 7, 2011 The Bank of New York Mellon Trustee BNY Trust Company of Canada Co-Trustee (March 7th, 2012)

INDENTURE dated as of April 7, 2011 among Millar Western Forest Products Ltd., a corporation existing under the laws of the Province of Alberta (the “Company”), The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), and BNY Trust Company of Canada, as co-trustee (the “Co-Trustee”).

Millar Western Forest Products Ltd – Attention: Mr. Mac Millar, President & CEO (March 7th, 2012)

On the basis of the financial statements and other information provided by you in connection with your request for continued and increased financing, we are pleased to advise that HSBC Bank Canada (the “Bank”) has authorized and hereby offers to make available to you the following credit facilities on the terms and conditions set out below:

Millar Western Forest Products Ltd – EXECUTION COPY ---------------------------------------------------------------- ---------------- MILLAR WESTERN FOREST PRODUCTS LTD. 7.75% SENIOR NOTES DUE NOVEMBER 15, 2013 ----------------------------------- INDENTURE Dated as of November 25, 2003 ----------------------------------- The Bank of New York Trustee ----------------------------------------------------------------------- --------- CROSS-REFERENCE TABLE Trust Indenture Act Section Indenture Section 310(a)(1) ................................................ 7.10 (a)(2) ................................................ 7.10 (a)(3) ..... (February 17th, 2004)
Millar Western Forest Products Ltd – MILLAR WESTERN FOREST PRODUCTS LTD. 7.75% SENIOR NOTES DUE NOVEMBER 15, 2013 -------------- PURCHASE AGREEMENT November 20, 2003 Goldman, Sachs & Co., As representatives of the several Purchasers named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: Millar Western Forest Products Ltd., a corporation established under the laws of the Province of Alberta (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of US$19 (February 17th, 2004)

PRINCIPAL AMOUNT OF NOTES TO BE PURCHASER PURCHASED Goldman, Sachs & Co............................................. US$133,000,000 CIBC World Markets Corp......................................... 19,000,000 Harris Nesbitt Corp. ........................................... 19,000,000 HSBC Securities (USA) Inc. ..................................... 19,000,000 TOTAL..................................................... US$190,000,000

Millar Western Forest Products Ltd – MILLAR WESTERN FOREST PRODUCTS LTD. AS BORROWER - and - CANADIAN IMPERIAL BANK OF COMMERCE, HSBC BANK CANADA, BANK OF MONTREAL AND THE OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, AS LENDERS - and - CANADIAN IMPERIAL BANK OF COMMERCE AS AGENT CREDIT AGREEMENT DATED AS OF JUNE 27, 2001 CREDIT AGREEMENT THIS CREDIT AGREEMENT dated as of June 27, 2001 is made by and among MILLAR WESTERN FOREST PRODUCTS LTD., as Borrower (the "Borrower"), CANADIAN IMPERIAL BANK OF COMMERCE, HSBC BANK CANADA, BANK OF MONTREAL AND THE OTHER FINANCIAL INSTITUTIONS which from time to time pursuant to a (February 17th, 2004)

Name of Lender Revolving Credit Short Notice (including Letter of Credit Swingline Credit Swingline Credit) Canadian Imperial Bank $15,000,000 $5,000,000 of Commerce HSBC Bank Canada $20,000,000 $ nil Bank of Montreal $10,000,000 $ nil

Millar Western Forest Products Ltd – MILLAR WESTERN FOREST PRODUCTS LTD. 7.75% SENIOR NOTES DUE 2013 ------------------ EXCHANGE AND REGISTRATION RIGHTS AGREEMENT November 25, 2003 Goldman, Sachs & Co., As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: 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 herei (February 17th, 2004)