Sappi Ltd Sample Contracts

Sappi Ltd – SAPPI PAPIER HOLDING GmbH as Issuer J.P. MORGAN EUROPE LIMITED as Security Agent THE BANK OF NEW YORK MELLON as Trustee, Transfer Agent, Registrar and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent, Transfer Agent and Registrar (December 10th, 2012)

INDENTURE dated as of July 5, 2012 by and among Sappi Papier Holding GmbH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office at Brucker Strasse 21, A-8101 Gratkorn, Austria and registered with the Commercial Court of Vienna, Austria under registration number FN 167931 h, J.P. Morgan Europe Limited, as Security Agent, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent, Registrar and Transfer Agent.

Sappi Ltd – SECOND SUPPLEMENTAL INDENTURE (December 10th, 2012)

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of November 22, 2012 among PE Paper Escrow GmbH (the “Issuer”), an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office at Teinfaltstrasse 8, 1010 Vienna Austria and registered with the Commercial Court of Vienna, Austria under registration number FN 315874 x, the guarantors listed on the Annex hereto (the “Guarantors”), The Bank of New York Mellon, as Trustee, and J.P. Morgan Europe Limited, as Security Agent.

Sappi Ltd – SAPPI PAPIER HOLDING GmbH as Issuer J.P. MORGAN EUROPE LIMITED as Security Agent THE BANK OF NEW YORK MELLON as Trustee, Transfer Agent, Registrar and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent, Transfer Agent and Registrar (December 10th, 2012)

INDENTURE dated as of July 5, 2012 by and among Sappi Papier Holding GmbH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office at Brucker Strasse 21, A-8101 Gratkorn, Austria and registered with the Commercial Court of Vienna, Austria under registration number FN 167931 h, J.P. Morgan Europe Limited, as Security Agent, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent, Registrar and Transfer Agent.

Sappi Ltd – RULES OF (December 10th, 2012)

The purpose of the scheme is to provide employees of the group with the opportunity to acquire an interest in the equity of the company, thereby providing such employees with a further incentive to advance the group’s interests and promoting an identity of interests between such employees and the shareholders of the company.

Sappi Ltd – EUR 142,000,000 TERM LOAN FACILITY AGREEMENT (December 10th, 2012)
Sappi Ltd – SECURITISATION OF TRADE RECEIVABLES BY SAPPI PAPIER HOLDING GMBH, SAPPI INTERNATIONAL SA AND OTHER SAPPI COMPANIES THROUGH ELEKTRA PURCHASE NO. 29 LIMITED FUNDED UNDER THE ARABELLA PROGRAMME ARRANGED BY UNICREDIT BANK AG EFFECTIVE AUGUST 25, 2011. (December 15th, 2011)

Schedule 5 Representations and Warranties of the Servicers, the Master Servicer, the Back-Up Servicer and the IT Services Provider 72

Sappi Ltd – SAPPI PAPIER HOLDING GmbH as Issuer J.P. MORGAN EUROPE LIMITED as Security Agent THE BANK OF NEW YORK MELLON as Trustee, Transfer Agent, Registrar and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent, Transfer Agent and Registrar INDENTURE Dated as of April 14, 2011 6.625% Senior Secured Notes due 2021 (December 15th, 2011)

INDENTURE dated as of April 14, 2011 by and among Sappi Papier Holding GmbH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office at Brucker Strasse 21, A-8101 Gratkorn, Austria and registered with the Commercial Court of Vienna, Austria under registration number FN 167931 h, J.P. Morgan Europe Limited, as Security Agent, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent, Transfer Agent and Registrar.

Sappi Ltd – AMENDMENT AND RESTATEMENT AGREEMENT relating to a facilities agreement dated 27 August 2009 for SAPPI INTERNATIONAL S.A., SAPPI PAPIER HOLDING GMBH AND OTHERS arranged by CITIBANK, N.A. LONDON BRANCH CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK ERSTE GROUP BANK AG THE ROYAL BANK OF SCOTLAND NV, (BELGIUM) BRANCH UNICREDIT BANK AUSTRIA AG with and others (December 15th, 2011)

BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION (INCLUDING E-MAIL AND FAX) OR WRITTEN REFERENCE (INCLUDING E-MAIL AND FAX) TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY TAX. PLEASE READ CLAUSE 13.5 (STAMP TAXES), 29.1 (PAYMENTS TO THE AGENT), 31 (NOTICES) AND 37 (PLACE OF PERFORMANCE) OF SCHEDULE 3 TO THIS AGREEMENT IN CONNECTION WITH THE FOREGOING.

Sappi Ltd – SAPPI PAPIER HOLDING GmbH as Issuer J.P. MORGAN EUROPE LIMITED as Security Agent THE BANK OF NEW YORK MELLON as Trustee, Transfer Agent, Registrar and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent, Transfer Agent and Registrar INDENTURE Dated as of April 14, 2011 6.625% Senior Secured Notes due 2018 (December 15th, 2011)

INDENTURE dated as of April 14, 2011 by and among Sappi Papier Holding GmbH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office at Brucker Strasse 21, A-8101 Gratkorn, Austria and registered with the Commercial Court of Vienna, Austria under registration number FN 167931 h, J.P. Morgan Europe Limited, as Security Agent, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent, Transfer Agent and Registrar.

Sappi Ltd – RULES OF THE SAPPI LIMITED PERFORMANCE SHARE INCENTIVE PLAN (December 13th, 2010)
Sappi Ltd – RULES OF (December 13th, 2010)

The purpose of the scheme is to provide employees of the group with the opportunity to acquire an interest in the equity of the company, thereby providing such employees with a further incentive to advance the group’s interests and promoting an identity of interests between such employees and the shareholders of the company.

Sappi Ltd – AMENDING AGREEMENT dated 27 August 2009 relating to SAPPI PAPIER HOLDING GMBH’S EUR 500,106,406 FACILITY AGREEMENT dated 7 May 2003, as amended and restated pursuant to an amending agreement dated 18 November 2005, between SAPPI PAPIER HOLDING GMBH as Borrower and SAPPI INTERNATIONAL SA SAPPI LIMITED SAPPI TRADING PULP AG as Original Guarantors and S.D. WARREN COMPANY SDW HOLDINGS CORPORATION SAPPI CLOQUET LLC SAPPI LANAKEN NV SAPPI DEUTSCHLAND GMBH SAPPI DEUTSCHLAND HOLDING GMBH SAPPI LANAKEN PRESS PAPER NV SAPPI PULP ASIA LIMITED SAPPI NIJMEGEN BV SAPPI ALFELD GMBH SAPPI MAASTRICHT BV SAPPI (July 7th, 2010)

THIS AGREEMENT (also referred to as the Potlatch 09) is dated 7 May 2003, as amended and restated pursuant to an amending agreement dated 18 November 2005 and pursuant to an amending agreement dated 27 August 2009 and made between:

Sappi Ltd – M-real Corporation and Sappi Limited (July 7th, 2010)
Sappi Ltd – The RCF Finance Parties The Hedge Counterparties UniCredit Bank Austria AG as OeKB Agent The OeKB Lenders The Bank of New York Mellon as Bond Trustee The Original Debtors and others (July 7th, 2010)

BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION (INCLUDING E-MAIL AND FAX) OR WRITTEN REFERENCE (INCLUDING E-MAIL AND FAX) TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY TAX. PLEASE READ CLAUSE 22.3 (STAMP TAXES), 25 (NOTICES) AND 28 (PLACE OF PERFORMANCE) OF THIS AGREEMENT IN CONNECTION WITH THE FOREGOING.

Sappi Ltd – PE PAPER ESCROW GmbH as Issuer J.P. MORGAN EUROPE LIMITED as Security Agent THE BANK OF NEW YORK MELLON as Trustee, Transfer Agent, Registrar and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent, Transfer Agent and Registrar INDENTURE Dated as of July 29, 2009 €350,000,000 11.75% Senior Secured Notes due 2014 $300,000,000 12% Senior Secured Notes due 2014 (July 7th, 2010)

INDENTURE dated as of July 29, 2009 by and among PE Paper Escrow GmbH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office at Teinfaltstrasse 8, 1010 Vienna, Austria and registered with the Commercial Court of Vienna, Austria under registration number FN 315874 x, J.P. Morgan Europe Limited, as Security Agent, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent, Transfer Agent and Registrar.

Sappi Ltd – Euro 209,000,000 CREDIT AGREEMENT dated 27 August 2009 for SAPPI LIMITED, SAPPI PAPIER HOLDING GMBH AND OTHERS arranged by CITIBANK, N.A. LONDON BRANCH THE ROYAL BANK OF SCOTLAND PLC UNICREDIT BANK AUSTRIA AG HSBC BANK PLC KBC BANK NV with acting as Agent and Security Agent (July 7th, 2010)

BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION (INCLUDING E-MAIL AND FAX) OR WRITTEN REFERENCE (INCLUDING E-MAIL AND FAX) TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY TAX. PLEASE READ CLAUSE 13.5 (STAMP TAXES), 29.1 (PAYMENTS TO THE AGENT), 31 (NOTICES) AND 37 (PLACE OF PERFORMANCE) OF THIS AGREEMENT IN CONNECTION WITH THE FOREGOING.

Sappi Ltd – AMENDING AGREEMENT dated 27 August 2009 relating to SAPPI PAPIER HOLDING GMBH’S EUR 500,106,406 FACILITY AGREEMENT dated 7 May 2003, as amended and restated pursuant to an amending agreement dated 18 November 2005, between SAPPI PAPIER HOLDING GMBH as Borrower and SAPPI INTERNATIONAL SA SAPPI LIMITED SAPPI TRADING PULP AG as Original Guarantors and S.D. WARREN COMPANY SDW HOLDINGS CORPORATION SAPPI CLOQUET LLC SAPPI LANAKEN NV SAPPI DEUTSCHLAND GMBH SAPPI DEUTSCHLAND HOLDING GMBH SAPPI LANAKEN PRESS PAPER NV SAPPI PULP ASIA LIMITED SAPPI NIJMEGEN BV SAPPI ALFELD GMBH SAPPI MAASTRICHT BV SAPPI (December 11th, 2009)

THIS AGREEMENT (also referred to as the Potlatch 09) is dated 7 May 2003, as amended and restated pursuant to an amending agreement dated 18 November 2005 and pursuant to an amending agreement dated 27 August 2009 and made between:

Sappi Ltd – Euro 209,000,000 CREDIT AGREEMENT dated 27 August 2009 for SAPPI LIMITED, SAPPI PAPIER HOLDING GMBH AND OTHERS arranged by CITIBANK, N.A. LONDON BRANCH THE ROYAL BANK OF SCOTLAND PLC UNICREDIT BANK AUSTRIA AG HSBC BANK PLC KBC BANK NV with acting as Agent and Security Agent (December 11th, 2009)

BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION (INCLUDING E-MAIL AND FAX) OR WRITTEN REFERENCE (INCLUDING E-MAIL AND FAX) TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY TAX. PLEASE READ CLAUSE 13.5 (STAMP TAXES), 29.1 (PAYMENTS TO THE AGENT), 31 (NOTICES) AND 37 (PLACE OF PERFORMANCE) OF THIS AGREEMENT IN CONNECTION WITH THE FOREGOING.

Sappi Ltd – THE SAPPI LIMITED PERFORMANCE SHARE INCENTIVE PLAN Incorporating all prior deeds of amendments Incorporating changes made to comply with Schedule 14 of the JSE Limited Listings Requirements (December 11th, 2009)
Sappi Ltd – DEED OF TRUST constituting THE SAPPI LIMITED SHARE INCENTIVE TRUST Incorporating all prior deeds of amendments Incorporating changes made to comply with Schedule 14 of the JSE Limited Listings Requirements (December 11th, 2009)

The purpose of the scheme is to provide employees of the group with the opportunity to acquire an interest in the equity of the company, thereby providing such employees with a further incentive to advance the group’s interests and promoting an identity of interests between such employees and the shareholders of the company.

Sappi Ltd – PE PAPER ESCROW GmbH as Issuer J.P. MORGAN EUROPE LIMITED as Security Agent THE BANK OF NEW YORK MELLON as Trustee, Transfer Agent, Registrar and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent, Transfer Agent and Registrar INDENTURE Dated as of July 29, 2009 €350,000,000 11.75% Senior Secured Notes due 2014 $300,000,000 12% Senior Secured Notes due 2014 (December 11th, 2009)

INDENTURE dated as of July 29, 2009 by and among PE Paper Escrow GmbH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office at Teinfaltstrasse 8, 1010 Vienna, Austria and registered with the Commercial Court of Vienna, Austria under registration number FN 315874 x, J.P. Morgan Europe Limited, as Security Agent, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent, Transfer Agent and Registrar.

Sappi Ltd – The RCF Finance Parties The Hedge Counterparties UniCredit Bank Austria AG as OeKB Agent The OeKB Lenders The Bank of New York Mellon as Bond Trustee The Original Debtors and others (December 11th, 2009)

BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION (INCLUDING E-MAIL AND FAX) OR WRITTEN REFERENCE (INCLUDING E-MAIL AND FAX) TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY TAX. PLEASE READ CLAUSE 22.3 (STAMP TAXES), 25 (NOTICES) AND 28 (PLACE OF PERFORMANCE) OF THIS AGREEMENT IN CONNECTION WITH THE FOREGOING.

Sappi Ltd – FIRST SUPPLEMENTAL INDENTURE (December 11th, 2009)

First Supplemental Indenture (this “Supplemental Indenture”) dated as of August 27, 2009, among (i) Sappi Limited, a company organized and existing under the laws of South Africa, (ii) Sappi International S.A., Sappi Europe S.A., Sappi Lanaken NV, and Sappi Lanaken Press Paper NV, each a company organized and existing under the laws of Belgium, (iii) Sappi Finland I Oy, a company organized and existing under the laws of Finland, (iv) Sappi Pulp Asia Limited, a company organized and existing under the laws of Hong Kong, (v) Sappi Papier Holding GmbH, Sappi Gratkorn GmbH, Sappi MagnoStar GmbH, and Sappi Austria Produktions-GmbH & Co. KG, each a company organized and existing under the laws of Austria, (vi) Sappi Netherlands B.V., Sappi Maastricht B.V. and Sappi Nijmegen B.V., each a company incorporated and existing under the laws of The Netherlands and with their respective corporate seats in Maastricht, Maastricht and Nijmegen, (vii) Sappi Deutschland Holding GmbH, Sappi Alfeld GmbH, S

Sappi Ltd – M-real Corporation and Sappi Limited (January 26th, 2009)
Sappi Ltd – DEED OF TRUST constituting THE SAPPI LIMITED SHARE INCENTIVE TRUST Signed at Johannesburg on 5 March 1997 Johannesburg (January 26th, 2009)

The purpose of the scheme is to provide employees of the group with the opportunity to acquire an interest in the equity of the company, thereby providing such employees with a further incentive to advance the group’s interests and promoting an identity of interests between such employees and the shareholders of the company.

Sappi Ltd – INSTRUMENT (January 26th, 2009)
Sappi Ltd – DATED 29 SEPTEMBER, 2008 M-REAL CORPORATION AND OTHERS and SAPPI LIMITED AND OTHERS (January 26th, 2009)
Sappi Ltd – EURO 500,106,406 FACILITY AGREEMENT dated May 7, 2003 among SAPPI PAPIER HOLDING AG as Borrower and SAPPI INTERNATIONAL S.A. as Guarantor and BANK AUSTRIA CREDITANSTALT AG as Mandated Lead Arranger and Agent and the Lenders listed in Schedule 1 (Stamp Duty exempt pursuant to Sec 33 TP 19 para 4 nr 4 Stamp Duty Act) (January 26th, 2009)

Whereas the Sappi Group has acquired Potlatch Corporation's Coated Fine Paper Division for a purchase price amounting to USD 480,000,000 which was partially financed by Intercompany Financings from Sappi Papier Holding AG to Sappi Lanaken Press Paper N.V., Belgium, S.D. Warren Company, USA and Sappi UK Holdings B.V., Netherlands.

Sappi Ltd – DEED OF AMENDMENT (January 26th, 2009)
Sappi Ltd – WERKSMANS ATTORNEYS (January 26th, 2009)
Sappi Ltd – THIRD DEED OF AMENDMENT TO SAPPI LIMITED SHARE INCENTIVE SCHEME between SAPPI LIMITED and DAVID CHARLES BRINK and MEYER FELDBERG (January 26th, 2009)
Sappi Ltd – CREDIT AGREEMENT (December 20th, 2005)
Sappi Ltd – AMENDING AGREEMENT dated 18 November 2005 relating to SAPPI PAPIER HOLDING GMBH’S EUR 500,106,406 FACILITY AGREEMENT dated 7 May 2003 between SAPPI PAPIER HOLDING GMBH as Borrower and SAPPI INTERNATIONAL S.A. as Original Guarantor and SAPPI LIMITED SAPPI TRADING PULP AG as Further Guarantors and BANK AUSTRIA CREDITANSTALT AG as Mandated Lead Arranger and Agent and the Lenders as defined below (Stamp Duty exempt pursuant to Sec 33 TP 19 para 4 nr 4 Stamp Duty Act) (December 20th, 2005)

Unless the context otherwise requires, terms defined in or construed for the purposes of the Facility Agreement shall have the same meanings when used in this Amending Agreement. Clause headings shall be ignored in construing this Amending Agreement.

Sappi Ltd – RESOLUTION PASSED BY THE MEMBERS OF THE HUMAN RESOURCES COMMITTEE OF SAPPI LIMITED (Reg No 1936/008963/06) ON FRIDAY 19 NOVEMBER 2004 (December 17th, 2004)
Sappi Ltd – SECOND DEED OF AMENDMENT (December 15th, 2004)

[LOGO] WERKSMANS --------- ATTORNEYS SECOND DEED OF AMENDMENT TO THE SAPPI LIMITED SHARE INCENTIVE SCHEME BETWEEN SAPPI LIMITED AND DAVID CHARLES BRINK AND THOMAS LOUW DE BEER TABLE OF CONTENTS 1 INTRODUCTION.........................................................2 2 AMENDMENT............................................................2 3 GENERAL..............................................................3 SECOND DEED OF AMENDMENT to THE SAPPI LIMITED SHARE INCENTIVE SCHEME ("scheme") between SAPPI LIMITE