REGISTRATION RIGHTS AGREEMENT by and among Mercer International Inc., and Credit Suisse Securities (USA) LLC Dated as of January 26, 2021Registration Rights Agreement • January 26th, 2021 • Mercer International Inc. • Pulp mills • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 26, 2021, by and among Mercer International Inc., a Washington corporation (the “Company”), and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers (collectively, the “Initial Purchasers”), each of which has agreed to purchase the Company’s 5.125% Senior Notes due 2029 (the “Initial Notes”) on the Closing Date (as defined below), pursuant to the Purchase Agreement (as defined below).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 16, 2018 among ZELLSTOFF CELGAR LIMITED PARTNERSHIP as Borrower and THE LENDERS FROM TIME TO TIME PARTIES HERETO as Lenders and CANADIAN IMPERIAL BANK OF COMMERCE as AgentCredit Agreement • July 26th, 2018 • Mercer International Inc. • Pulp mills • British Columbia
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 16, 2018, among ZELLSTOFF CELGAR LIMITED PARTNERSHIP, as Borrower, the Lenders from time to time parties hereto as lenders, and CANADIAN IMPERIAL BANK OF COMMERCE, as Issuing Bank, FX Bank and Agent.
EMPLOYMENT AGREEMENT OF RICHARD SHORT EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2024 • Mercer International Inc. • Pulp mills • British Columbia
NOW THEREFORE in consideration of the premises hereof and of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereby covenant and agree as follows:
VOTING SUPPORT AGREEMENTVoting Support Agreement • February 29th, 2012 • Mercer International Inc. • Pulp mills • Washington
THIS AGREEMENT is made as of the 8th day of February, 2012 between MERCER INTERNATIONAL INC., a company existing under the laws of the State of Washington (“Mercer”) and IAT Reinsurance Company Ltd. (the “Securityholder”).
EXCHANGE AGREEMENTExchange Agreement • November 27th, 2009 • Mercer International Inc. • Pulp mills • New York
INDENTURE dated as of •, 2009, between Mercer International Inc., a Washington corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States, as trustee (the “Trustee”).
Version as amended pursuant to the Amendment and Restatement Agreement No 1 dated 23 March 2005, the Amendment, Restatement and Undertaking Agreement dated 3 February 2009, the Amendment Agreement dated 25 July 2011, the Amendment, Restatement and...Mercer International Inc. • October 31st, 2014 • Pulp mills
CLIFFORD CHANCE DEUTSCHLAND LLP IST EINE LIMITED LIABILITY PARTNERSHIP MIT SITZ IN 10 UPPER BANK STREET, LONDON E14 5JJ, REGISTRIERT IN ENGLAND UND WALES UNTER DER REGISTERNUMMER OC393460.
EXCHANGE AGREEMENTExchange Agreement • December 6th, 2006 • Mercer International Inc. • Paper mills • Washington
This Agreement (this "Agreement") is entered into as of December 4, 2006 by and among Mercer International Inc., a Washington corporation (the "Company"), and CC Arbitrage Ltd. (the "Holder"), as the holder of $7,512,000 of the Company's Convertible Senior Subordinated Notes issued on or about October 10, 2003 (the "Notes"). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Notes.
7,000,000 Shares Mercer International Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 2nd, 2014 • Mercer International Inc. • Pulp mills • New York
Introductory. Mercer International Inc., a Washington corporation (the “Company”), on the terms and subject to the conditions set forth herein, proposes to issue and sell to the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), 7,000,000 shares (the “Firm Securities”) of common stock, $1.00 par value per share, of the Company (“Common Stock”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,050,000 additional shares (the “Optional Securities”) of its Common Stock as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Securities.”
HELLER EHRMAN LETTERHEAD]Merger Agreement • December 14th, 2005 • Mercer International Regco Inc. • Paper mills
This opinion is being delivered to you in connection with the Agreement and Plan of Merger dated as of December 14, 2005 (the “Merger Agreement”), by and among Mercer International Inc., a Massachusetts trust organized under the laws of Washington (“Mercer”), Mercer Delaware Inc., a Delaware corporation (“Transition Co.”), and Mercer International Regco Inc., a Washington corporation (“Amalgamated Mercer”). Pursuant to the Merger Agreement and the registration statement on Form S-4 filed with the Securities and Exchange Commission, as amended at any time to and including the date hereof (the “Registration Statement”), Mercer will merge with and into Transition Co., followed immediately thereafter by Transition Co. merging with and into Amalgamated Mercer (collectively, the “Conversion”).
ASSET PURCHASE AGREEMENT concluded this 21 day of February, 2017 amongAgreement • April 28th, 2017 • Mercer International Inc. • Pulp mills
ZELLSTOFF STENDAL GMBH as Borrower UNICREDIT BANK AG as Arranger, Agent, Security Agent and Original Lender OTHERS as Lenders E&Z INDUSTRIE-LÖSUNGEN GMBH MERCER INTERNATIONAL INC. and STENDAL PULP HOLDING GMBH AMENDMENT AGREEMENT relating to (i) a EUR...Agreement • November 1st, 2013 • Mercer International Inc. • Pulp mills
(the Original Pulp Mill Lender, the Pulp Mill Lenders and the Blue Mill Lenders are referred to herein together as the “Lenders” and each a “Lender”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 22nd, 2010 • Mercer International Inc. • Pulp mills • New York
SECOND SUPPLEMENTAL INDENTURE (“Second Supplemental Indenture”), dated as of November 16, 2010, among Mercer International Inc., a Washington corporation (the “Company”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
Mercer International Inc.Purchase Agreement • November 22nd, 2010 • Mercer International Inc. • Pulp mills • New York
Introductory. Mercer International Inc., a Washington corporation (the “Company”), on the terms and subject to the condition set forth herein, proposes to issue and sell to the several initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 9.500% Senior Notes due 2017 (the “Notes”). RBC Capital Markets, LLC and Credit Suisse Securities (USA) LLC have agreed to act as representatives of the several Initial Purchasers (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.
FIRST AMENDED AND RESTATED OPERATING CREDIT AGREEMENT (US$30,000,000) among ZELLSTOFF CELGAR LIMITED PARTNERSHIP as Borrower and EACH OF THE LENDERS NAMED IN THIS AGREEMENT and ROYAL BANK OF CANADA as Administrative Agent Dated for reference February...Operating Credit Agreement • March 16th, 2006 • Mercer International Inc. • Paper mills • British Columbia
THIS FIRST AMENDED AND RESTATED OPERATING CREDIT AGREEMENT dated for reference February 11, 2005 (and executed March 1, 2006) is entered into:
MERCER INTERNATIONAL INC. AND FIBREK INC. SUPPORT AGREEMENT February 9, 2012Support Agreement • February 21st, 2012 • Mercer International Inc. • Pulp mills • Quebec
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby covenant and agree as follows:
HELLER EHRMAN LETTERHEAD]Mercer International Regco Inc. • July 18th, 2005
This opinion is being delivered to you in connection with the Agreement and Plan of Merger dated as of July __, 2005 (the “Merger Agreement”), by and among Mercer International Inc., a Massachusetts trust organized under the laws of Washington (“Mercer”), Mercer Delaware Inc., a Delaware corporation ("Mercer-DE"), and Mercer International Regco Inc., a Washington corporation ("Mercer-WA"). Pursuant to the Merger Agreement and the registration statement on Form S-4 filed with the Securities and Exchange Commission, as amended at any time to and including the date hereof (the “Registration Statement”), Mercer will merge with and into Mercer-DE, followed immediately thereafter by Mercer-DE merging with and into Mercer-WA (collectively, the "Conversion").
MERCER INTERNATIONAL INC., as Issuer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE DATED AS OF OCTOBER 19, 2009 DEBT SECURITIESMercer International Inc. • October 19th, 2009 • Pulp mills • New York
INDENTURE, dated as of the 19th day of October, 2009, between Mercer International Inc., a Washington corporation (the “Corporation”) and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States, as trustee hereunder (the “Trustee”).
LOAN AGREEMENT between Zellstoff- und Papierfabrik Rosenthal GmbH Blankenstein, Germany (hereinafter referred to as “Borrower”) and Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich, Federal Republic of Germany (hereinafter referred to as...Loan Agreement • August 24th, 2009 • Mercer International Inc. • Pulp mills
On 01.07.2008, 29.04.2009, 19.03.2009, 27.02.2009 and 06.02.2009 Zellstoff- und Papierfabrik Rosenthal GmbH (the “Borrower”) and Metso Paper Sundsvall AB, Sweden respectively Metso Automation GmbH, Germany, (the “Suppliers”) have concluded 5 Supply Contracts for a total amount of EUR 4,969,436.34 for the delivery of washpresses, knotter and mc-pumps plus services.
Version as amended pursuant to the Amendment Agreement dated January 2012 ZELLSTOFF STENDAL GMBH E&Z INDUSTRIE-LÖSUNGEN GMBH MERCER INTERNATIONAL INC. STENDAL PULP HOLDING GMBH AND UNICREDIT BANK AG SHAREHOLDERS’ UNDERTAKING AGREEMENTAgreement • February 21st, 2012 • Mercer International Inc. • Pulp mills
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 8th, 2006 • Mercer International Inc. • Paper mills • British Columbia
Stendal Pulp Holding GmbH, for value received, hereby acknowledges itself indebted to and promises to pay to or to the order of MFC Industrial Holdings AG:
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2022 • Mercer International Inc. • Pulp mills • British Columbia
(the Corporation and the Executive being hereinafter singularly also referred to as a "Party" and collectively referred to as the "Parties" as the context so requires)
BC HYDRO AND ZELLSTOFF CELGAR LIMITED PARTNERSHIP ELECTRICITY PURCHASE AGREEMENT BIOENERGY CALL FOR POWER – PHASE I Effective Date: January 27, 2009Electricity Purchase Agreement • March 2nd, 2009 • Mercer International Inc. • Pulp mills • British Columbia
ZELLSTOFF CELGAR LIMITED PARTNERSHIP, a limited partnership formed under the laws of British Columbia represented by its general partner, Zellstoff Celgar Limited, a corporation incorporated under the laws of British Columbia (the “General Partner”), with its head office at Suite 2840, PO Box 11576, 650 West Georgia Street, Vancouver, BC V6B 4N8
FIRST AMENDING AGREEMENTFirst Amending Agreement • October 31st, 2014 • Mercer International Inc. • Pulp mills • British Columbia
This agreement (the “Agreement”) dated as of October 21, 2014 made by ZELLSTOFF CELGAR LIMITED PARTNERSHIP, a limited partnership organized and subsisting under the laws of British Columbia, as borrower (the “Borrower”) and MERCER INTERNATIONAL INC., as guarantor (the “Guarantor”) and CANADIAN IMPERIAL BANK OF COMMERCE, in its capacity as agent (the “Agent”) and as lender (together with certain other lenders from time to time party to the Credit Agreement, the “Lenders”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 27, 2009 among ZELLSTOFF CELGAR LIMITED PARTNERSHIP as Borrower and THE LENDERS FROM TIME TO TIME PARTIES HERETO as Lenders and CIT BUSINESS CREDIT CANADA INC. as AgentCredit Agreement • August 4th, 2011 • Mercer International Inc. • Pulp mills • British Columbia
REGISTERED OWNER OF CHARGE; HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA AS REPRESENTED BY THE MINISTER OF LANDS AND PARKS XF21573
SPECIAL WARRANT AGREEMENT between FIBREK INC. - and - MERCER INTERNATIONAL INC. February 9, 2012Special Warrant Agreement • February 21st, 2012 • Mercer International Inc. • Pulp mills
WHEREAS Mercer has agreed to subscribe for and purchase from the Corporation, and the Corporation has agreed to issue and sell to Mercer, upon and subject to the terms and conditions of this Agreement, 32,320,000 Special Warrants (as hereinafter defined) of the Corporation created hereunder and having the rights, privileges and other terms provided herein at a price of $1.00 per special warrant;
EMPLOYMENT AGREEMENT made by and between Stendal Pulp Holding GmbH, Berlin / Arneburg, (hereinafter referred to as the "Company") and Mr. Wolfram Ridder, Am Eisenbuhl 7, 95152 Selbitz (hereinafter referred to as "Managing Director") Functions and...Employment Agreement • October 3rd, 2006 • Mercer International Inc. • Paper mills
EMPLOYMENT AGREEMENT DIENSTVERTRAG dated 20 October 2005 (hereinafter referred to as the “Agreement”) made by and between Mercer Pulp Sales GmbH Charlottenstrasse 59 10117 Berlin (hereinafter referred to as the “company”) and Mr. David Cooper...Employment Agreement • April 30th, 2015 • Mercer International Inc. • Pulp mills
AMENDMENT, RESTATEMENT AND UNDERTAKING AGREEMENT relating to a EUR 827,950,000 Project Facility Agreement dated 26 August 2002 as amended pursuant to the Amendment and Restatement Agreement No 1 dated 23 March 2005Account Pledge Agreement • March 2nd, 2009 • Mercer International Inc. • Pulp mills
Mercer International Inc.Underwriting Agreement • July 23rd, 2013 • Mercer International Inc. • Pulp mills • New York
Introductory. Mercer International Inc., a Washington corporation (the “Company”), on the terms and subject to the conditions set forth herein, proposes to issue and sell to you (the “Underwriter”) $50,000,000 in aggregate principal amount of the Company’s 9.500% Senior Notes due 2017 (the “Notes”). The Notes will be issued pursuant to that certain indenture, dated as of November 17, 2010 (the “Indenture”), between the Company and Wells Fargo, National Association, as trustee (the “Trustee”), pursuant to which the Company previously issued $300,000,000 in aggregate principal amount of its 9.500% Senior Notes due 2017. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2012 • Mercer International Inc. • Pulp mills
EXCHANGE AGREEMENTExchange Agreement • November 25th, 2009 • Mercer International Inc. • Pulp mills • Washington
This Agreement (this “Agreement”) is entered into as of November •, 2009 by and among Mercer International Inc., a Washington corporation (the “Company”), and •, a • corporation (the “Holder”), as the lawful owner of $• in principal amount (the “Exchange Notes”) of the Company’s 8.5% Convertible Senior Subordinated Notes due October 15, 2010 (the “Old Notes”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Old Notes.
ZELLSTOFF STENDAL GMBH as Borrower UNICREDIT BANK AG as Bookrunner and Mandated Lead Arranger, Agent, Security Agent and an Original Lender CREDIT SUISSE AG, LONDON BRANCH as an Original Lender ROYAL BANK OF CANADA as an Original Lender BARCLAYS BANK...Credit Facility Agreement • November 28th, 2014 • Mercer International Inc. • Pulp mills
(the entities under (4) to (7) are collectively referred to as the “Original Lenders” and together with the entities under (1) to (3) as the “Parties”).
ZELLSTOFF STENDAL GMBH as Borrower UNICREDIT BANK AG as Arranger, Agent, Security Agent and Original Lender OTHERS as Lenders E&Z INDUSTRIE-LÖSUNGEN GMBH MERCER INTERNATIONAL INC. and STENDAL PULP HOLDING GMBH AMENDMENT RESTATEMENT AND UNDERTAKING...Restatement and Undertaking Agreement • February 21st, 2012 • Mercer International Inc. • Pulp mills
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2009 • Mercer International Inc. • Pulp mills
Whereas the Executive assumed the position of Chief Operating Officer of the Company in November 2006, the Company and the Executive now wish to formally set forth in this Agreement the terms and conditions of the Executive’s employment with the Company.
SHARE PURCHASE AGREEMENT by and among MARUBENI CORPORATION, NIPPON PAPER INDUSTRIES CO., LTD. and DAISHOWA NORTH AMERICA CORPORATION as Vendors and MERCER INTERNATIONAL INC., as Purchaser Dated as of October 3, 2018Share Purchase Agreement • October 9th, 2018 • Mercer International Inc. • Pulp mills • British Columbia
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree each with the other as follows:
