XXXXXX COMPANY. By: /s/ X. Xxxxxxx SDW HOLDINGS CORPORATION By: /s/ X. Xxxxxxx SAPPI CLOQUET LLC By: /s/ X. Xxxxxxx SAPPI LANAKEN NV By: /s/ X. Xxxxxxx SAPPI DEUTSCHLAND GMBH By: /s/ X. Xxxxxxxxxxx SAPPI DEUTSCHLAND HOLDING GMBH By: /s/ X. Xxxxxxx By: /s/ X. Xxxxxxxxxx SAPPI LANAKEN PRESS PAPER NV By: /s/ X. Xxxxxxx SAPPI PULP ASIA LIMITED By: /s/ X. Xxxxxxx SAPPI NIJMEGEN BV By: /s/ X.X Xxxxxxx SAPPI XXXXXX GMBH By: /s/ X Xxxxxxxx SAPPI MAASTRICHT BV By: /s/ X. xx Xxxxx SAPPI NETHERLANDS BV By: /s/ X. Xxxxxxx SAPPI EHINGEN GMBH By: /s/ Xx. X. Wurdinger SAPPI EUROPE SA By: /s/ X. Xxxxxxx SAPPI GRATKORN GMBH By: /s/ X. Xxxxxxx SAPPI MAGNOSTAR GMBH By: /s/ X. Xxxxxxx SAPPI AUSTRIA PRODUKTIONS–GMBH & CO. KG By: /s/ X. Xxxxxxx SAPPI STOCKSTADT GMBH By: /s/ X. Xxxxx SAPPI FINLAND I OY By: /s/ X. Xxxxxxx The Mandated Lead Arrangers BAWAG P.S.K. BANK FÜR ARBEIT UND WIRTSCHAFT UND ÖSTERREICHISCHE POSTSPARKASSE AG By: /s/ X.X. Xxxxxxx CALYON By: /s/ X. Xxxxxx By: /s/ X. Xxxxxx ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG By: /s/ X.X. Xxxxxxx KBC BANK NV By: /s/ X. Xxxxxxxx By: /s/ X. Xxxxxx INVESTKREDIT BANK AG By: /s/ X.X. Xxxxxxx THE ROYAL BANK OF SCOTLAND PLC By: /s/ X. Xxxxxxxx UNICREDIT BANK AUSTRIA AG By: /s/ X.X. Xxxxxxx The Original Lenders ABN AMRO BANK N.V., BELGIAN BRANCH By: /s/ X. Xxxxxx BAWAG P.S.K BANK FÜR ARBEIT UND WIRTSCHAFT UND ÖSTERREICHISCHE POSTSPARKASSE AG By: /s/ X.X. Xxxxxxx CALYON CREDIT AGRICOLE CIB By: /s/ X. Xxxxxx By: /s/ X. Xxxxxx ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG By: /s/ X.X. Xxxxxxx INVESTKREDIT BANK AG By: /s/ X.X. Xxxxxxx KBC BANK DEUTSCHLAND AG By: /s/ X. Xxx Xxxxxx By: /s/ X. Xxxxxxx RAIFFEISENLANDESBANK OBERÖSTERREICH AKTIENGESELLSCHAFT By: /s/ X. Xxxxx By: /s/ X. Xxxxxx RAIFFEISEN ZENTRALBANK ÖSTERREICH AG By: /s/ X.X. Xxxxxxx STANDARD CHARTERED BANK By: /s/ X. Xxxxx By: /s/ X. Xxxxxx UNICREDIT BANK AUSTRIA AG By: /s/ X.X. Xxxxxxx VORARLBERGER XXXXXX- UND HYPOTHEKENBANK AKTIENGESELLSCHAFT By: /s/ X. Xxxxxxx By: /s/ X. Xxxxx The Agent UNICREDIT BANK AUSTRIA AG By: /s/ X.X. Xxxxxxx The Security Agent
XXXXXX COMPANY. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President & Treasurer X.X. XXXXXX FINANCE (IRELAND) By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Director X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 JPMORGAN CHASE BANK, N.A., as a Lender and as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate X.X. Xxxxxx Company Credit Agreement dated as of Xxxxx 0, 0000 XXXXXXXX, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Authorized Signatory X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 XXXXXX XXXXXXX BANK, N.A., as a Lender By: Name: Title: X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Senior Vice President X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 U.S. BANK NATIONAL ASSOCIATION, as a Lender By: Name: Title: X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 THE NORTHERN TRUST COMPANY, as a Lender By: Name: Title: X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Director X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 CONSENT AND REAFFIRMATION The undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 to the Credit Agreement dated as of March 5, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among X.X. Xxxxxx Company, the Foreign Subsidiary Borrowers from time to time party thereto, the financial institutions from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., in its individual capacity as a Lender and in its capacity as contractual representative (the “Administrative Agent”), which Amendment No. 1 is d...
XXXXXX COMPANY. By: /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx President and Chief Executive Officer
XXXXXX COMPANY. By: As its: [Executive]
XXXXXX COMPANY. By: /s/ XXXXXX X. XXXXXX -------------------------------------- Name: Xxxxxx X. Xxxxxx Title: Vice President and Chief Financial Officer SPINNAKER INDUSTRIES, INC. By: /s/ XXX X. XXXXXXX, III -------------------------------------- Name: Xxx X. Xxxxxxx, III Title: President
XXXXXX COMPANY. By: --------------------------- Title:
XXXXXX COMPANY. By ______________________________________ Its __________________________________ Attest: ________________________________________ _________________________________________ Warrant Agent By ______________________________________ Its___________________________________ Attest: [Form of Warrant] Unless extended, Void After 3:30 P.M., New York City time, _______* _______, ____ [IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT THE FOLLOWING -- [UNTIL ______________,] THE WARRANTS REPRESENTED BY THIS CERTIFICATE SHALL NOT BE TRANSFERABLE APART FROM THE _____________ TO WHICH THEY ARE ATTACHED, ANY TRANSFER OF THE _____________ SHALL BE DEEMED A TRANSFER OF THE WARRANTS ATTACHED THERETO, AND ANY ATTEMPT OF TRANSFER THE WARRANTS APART FROM THE _____________ SHALL BE VOID AND OF NO EFFECT.] No. ___ Warrant to Purchase ____ Shares of Common Stock CLASS __ WARRANT X.X. XXXXXX COMPANY FOR VALUE RECEIVED, X.X. Xxxxxx Company (the "Company"), upon the surrender [after _______________] and prior to 3:30 P.M., New York City time, ________* _______, ____ (unless extended) of this Warrant for exercise, with the exercise form on the reverse side hereof duly executed, at the office of ______________________, will sell and deliver or cause to be sold and delivered to __________________ or assigns (the "Warrant Holder") a certificate or certificates for the number of whole shares purchasable, as indicated above, of fully paid and non-assessable shares of Common Stock ($1.00 par value) of the Company (the "Shares"), for which this Warrant is exercised, at a price of $_____ per Share (the "Warrant Price"), subject to all the terms, provisions and conditions of a Common Stock Warrant Agreement dated as of ____________, ____ (the "Warrant Agreement"), executed by the Company and _________________________________________________ (the "Warrant Agent"), which Warrant Agreement is hereby incorporated herein by reference and made a part hereof.
XXXXXX COMPANY. By: Its: Chairman of the Board, President and Chief Executive Officer «Participant» EXHIBIT A CONCEPT DISCUSSION Performance Unit payment will be based on X.X. Xxxxxx Company’s relative increase/decrease in Return On Invested Capital (ROIC) versus 19 Peer Group Companies (See Exhibit B). The Committee will be comparing average performance in fiscal years 2003-2005 versus average performance in fiscal years 2000 – 2002.
XXXXXX COMPANY. X.X. Xxxxxx is a leading manufacturer, fabricator, and distributor of products and services for rail, construction, energy and utility markets with locations in North America and Europe. Please visit our website: xxx.xxxxxxxx.xxx. The matters discussed in this news release may include forward-looking statements that involve risks and uncertainties. Sentences containing words such as “anticipates,” “expects,” or “will,” generally should be considered forward-looking statements. Detailed information on risks and uncertainties which could affect the Company’s operating results and liquidity are described in the Company’s Forms 10-K, 10-Q and other reports, filed or to be filed with the Securities and Exchange Commission. The Company urges all interested parties to read these reports to gain a better understanding of the many business and other risks that the Company faces. The Company assumes no obligation to update or revise such statements, whether as a result of new information or otherwise, except as required by securities laws. Contact: Xxxxx Xxxxx Phone: 000.000.0000 Email: Xxxxxxxxx@Xxxxxxxx.xxx Website: xxx.xxxxxxxx.xxx X.X. Xxxxxx Company 000 Xxxxxxx Xxxxx
XXXXXX COMPANY. By: /s/ Xxxxxxx Xxxxx President and Chief Executive Officer Attest: /s/ Xxxxxxx X. Xxxxxx Corporate Secretary U.S. BANK, NATIONAL ASSOCIATION, TRUSTEE By /s/ Xxxxxx Xxxx As its Assistant Vice President X.X. XXXXXX COMPANY EXECUTIVE BENEFIT TRUST SCHEDULE A
