Contract for Business Loans dated April 30, 2013 between
Zellstoff-und
Papierfabrik Rosenthal GmbH and Kreissparkasse Saale-Orla, as supplemented by
the Special Agreement to the Loan Agreement dated April 30, 2013 among
Zellstoff-und
Papierfabrik Rosenthal GmbH, D&Z Beteiligungs GmbH, D&Z Holding GmbH, Mercer International Inc. and
Kreissparkasse Saale-Orla; (iii) the Second Amended and Restated Credit Agreement dated as of May 2, 2013 among Zellstoff Celgar Limited Partnership, as borrower, and the lenders from time to time parties thereto, as lenders, and Canadian
Imperial Bank of Commerce, as agent, as amended by the First Amending Agreement dated October 21, 2014; and (iv) the Revolving Credit Facility Agreement dated November 25, 2014 among Zellstoff Stendal GmbH, UniCredit Bank AG, Credit
Suisse AG, London Branch, Royal Bank of Canada and Barclays Bank PLC.
Credit Facilities
means, one or more debt
facilities (including, without limitation, the Credit Agreements), Indenture or commercial paper facilities, in each case, with banks or other institutional lenders, accredited investors or institutional investors providing for revolving credit
loans, term loans, term debt, debt securities, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each
case, as amended, restated, modified, renewed, extended, increased, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole
or in part from time to time.
Customary Recourse Exceptions
means, with respect to any
Non-Recourse
Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such
Non-Recourse
Debt for the voluntary bankruptcy of such
Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in
non-recourse
financings.
Deemed Capitalized Leases
means obligations of Mercer or
any Restricted Subsidiary of Mercer that are classified as capital lease obligations under GAAP due to the application of ASC Topic 840 or any subsequent pronouncement having similar effect and, except for such regulation or
pronouncement, such obligation would not constitute a Capital Lease Obligation.
Defaul
t
means any event
that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
Disqualified Stock
with respect to the Notes, means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Mercer to repurchase such Capital Stock upon
the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Mercer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such
repurchase or redemption complies with the covenant described above under the caption Certain Covenants Restricted Payments. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the
Indenture will be the maximum amount that Mercer and its Restricted Subsidiaries may become obligated to pay upon the Stated Maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.
Domestic Subsidiary
means any Restricted Subsidiary of Mercer that was formed under the laws of the United States or
any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of Mercer.
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