TO: CATALYST PAPER CORPORATION Re: Support and Voting Agreement –Alternative Recapitalization TransactionCatalyst Paper Corp • January 26th, 2017 • Paper mills • British Columbia
Reference is made to the alternative recapitalization support agreement dated October 30, 2016 (the "Recapitalization Support Agreement") among Catalyst Paper Corporation (the "Corporation") and certain principal shareholders and noteholders designated as "Supporting Parties" thereunder (the "Supporting Parties"), as amended or restated from time to time, pursuant to which the Corporation and the Supporting Parties have agreed upon, among other things and subject to the terms and conditions set out in the Recapitalization Support Agreement:
FIRST AMENDMENT TO ALTERNATIVE RECAPITALIZATION SUPPORT AGREEMENTAlternative Recapitalization Support Agreement • January 26th, 2017 • Catalyst Paper Corp • Paper mills • British Columbia
This First Amendment (this “Amendment”) to the Alternative Recapitalization Support Agreement, dated October 30, 2016, by and among Catalyst Paper Corporation (“CPC”) and each of the other signatories thereto (each, a “Supporting Party” and collectively, the “Supporting Parties”) (as may be further amended, modified, or supplemented, from time to time, the “Support Agreement”), is entered into as of November 18, 2016 (the “Effective Date”) by and among: (i) CPC; and (ii) the Supporting Parties. This Amendment collectively refers to CPC and the Supporting Parties as the “Parties” and each individually as a “Party.” Unless otherwise noted, capitalized terms used but not defined herein are used as defined in the Support Agreement.
ALTERNATIVE RECAPITALIZATION SUPPORT AGREEMENTSupport Agreement • January 26th, 2017 • Catalyst Paper Corp • Paper mills • British Columbia
WHEREAS, pursuant to that certain Support Agreement, dated as of June 28, 2016 (as amended by the First Amendment to the Support Agreement, dated July 15, 2016, and the Second Amendment to the Support Agreement, dated August 15, 2016, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “KGI Support Agreement”), by and among the Supporting Parties and Kejriwal Group International, an Indian corporation (“KGI”), KGI and the Supporting Parties have agreed upon certain aspects of the terms of a series of transactions involving the acquisition of equity and exchange of certain debt of CPC (collectively, the “M&A Transaction”) whereby it is contemplated that, among other things, (a) the Notes would be exchanged for interests in the New Term Loan (as defined in the KGI Support Agreement); and (b) KGI would acquire all of the outstanding common shares of CPC held by Shareholders other than the Supporting Parties and CPC’s board of d
APPENDIX C ARRANGEMENT AGREEMENTArrangement Agreement • January 26th, 2017 • Catalyst Paper Corp • Paper mills • British Columbia
ContractAlternative Recapitalization Support Agreement • January 26th, 2017 • Catalyst Paper Corp • Paper mills • British Columbia
