Form SC 13D CATALYST PAPER CORP Filed by: STONEHILL CAPITAL MANAGEMENT LLC

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Stonehill Capital Management LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

SEC Use only

Source of funds (See Instructions)

OO

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

Citizenship or Place of Organization

Delaware, USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

1,449,468

Sole Dispositive Power

Shared Dispositive Power

1,449,468

Aggregate Amount Beneficially Owned by Each Reporting Person

1,449,468

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (11)

9.98%

Type of Reporting Person (See Instructions)

IA

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Stonehill Institutional Partners, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

SEC Use only

Source of funds (See Instructions)

OO

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

Citizenship or Place of Organization

Delaware, USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

869,681

Sole Dispositive Power

Shared Dispositive Power

869,681

Aggregate Amount Beneficially Owned by Each Reporting Person

869,681

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (11)

5.99%

Type of Reporting Person (See Instructions)

PN

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

John Motulsky

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

SEC Use only

Source of funds (See Instructions)

OO

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

Citizenship or Place of Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

1,449,468

Sole Dispositive Power

Shared Dispositive Power

1,449,468

Aggregate Amount Beneficially Owned by Each Reporting Person

1,449,468

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (11)

9.98%

Type of Reporting Person (See Instructions)

IN, HC

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Christopher Wilson

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

SEC Use only

Source of funds (See Instructions)

OO

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

Citizenship or Place of Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

1,449,468

Sole Dispositive Power

Shared Dispositive Power

1,449,468

Aggregate Amount Beneficially Owned by Each Reporting Person

1,449,468

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (11)

9.98%

Type of Reporting Person (See Instructions)

IN, HC

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Thomas Varkey

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

SEC Use only

Source of funds (See Instructions)

OO

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

Citizenship or Place of Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

1,449,468

Sole Dispositive Power

Shared Dispositive Power

1,449,468

Aggregate Amount Beneficially Owned by Each Reporting Person

1,449,468

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (11)

9.98%

Type of Reporting Person (See Instructions)

IN, HC

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Jonathan Sacks

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

SEC Use only

Source of funds (See Instructions)

OO

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

Citizenship or Place of Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

1,449,468

Sole Dispositive Power

Shared Dispositive Power

1,449,468

Aggregate Amount Beneficially Owned by Each Reporting Person

1,449,468

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (11)

9.98%

Type of Reporting Person (See Instructions)

IN, HC

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Peter Sisitsky

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

SEC Use only

Source of funds (See Instructions)

OO

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

Citizenship or Place of Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

1,449,468

Sole Dispositive Power

Shared Dispositive Power

1,449,468

Aggregate Amount Beneficially Owned by Each Reporting Person

1,449,468

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (11)

9.98%

Type of Reporting Person (See Instructions)

IN, HC

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Michael Thoyer

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

SEC Use only

Source of funds (See Instructions)

OO

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

Citizenship or Place of Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

1,449,468

Sole Dispositive Power

Shared Dispositive Power

1,449,468

Aggregate Amount Beneficially Owned by Each Reporting Person

1,449,468

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (11)

9.98%

Type of Reporting Person (See Instructions)

IN, HC

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Michael Stern

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

SEC Use only

Source of funds (See Instructions)

OO

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

Citizenship or Place of Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

1,449,468

Sole Dispositive Power

Shared Dispositive Power

1,449,468

Aggregate Amount Beneficially Owned by Each Reporting Person

1,449,468

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (11)

9.98%

Type of Reporting Person (See Instructions)

IN, HC

STONEHILL CAPITAL MANAGEMENT LLC*

By:

/s/ Paul Malek

Paul Malek

General Counsel

STONEHILL INSTITUTIONAL PARTNERS, L.P.*

By:

/s/ Paul Malek

Paul Malek

JOHN MOTULSKY*

/s/ Paul Malek

Paul Malek

Attorney-in-Fact for John Motulsky

CHRISTOPHER WILSON*

/s/ Paul Malek

Paul Malek

Attorney-in-Fact for Christopher Wilson

THOMAS VARKEY*

/s/ Paul Malek

Paul Malek

Attorney-in-Fact for Thomas Varkey

JONATHAN SACKS*

/s/ Paul Malek

Paul Malek

Attorney-in-Fact for Jonathan Sacks

PETER SISITSKY*

/s/ Paul Malek

Paul Malek

Attorney-in-Fact for Peter Sisitsky

MICHAEL THOYER*

/s/ Paul Malek

Paul Malek

Attorney-in-Fact for Michael Thoyer

MICHAEL STERN*

/s/ Paul Malek

Paul Malek

Attorney-in-Fact for Michael Stern

By:

/s/ Paul Malek

Paul Malek

General Counsel

By:

/s/ Paul Malek

Paul Malek

/s/ Paul Malek

/s/ Paul Malek

/s/ Paul Malek

/s/ Paul Malek

/s/ Paul Malek

/s/ Paul Malek

/s/ Paul Malek

KEJRIWAL GROUP INTERNATIONAL

By:

/s/ Rahul Kejiriwal

MUDRICK CAPITAL MANAGEMENT, L.P.

By:

/s/ Trevor Wiessmann

By:

Its:

By:

Its:

By:

Its:

By:

/s/ Emily Stephens

Name:

Title:

By:

/s/ Brook Hinchman

Name:

Title:

By:

Its:

By:

Its:

By:

Its:

By:

/s/ Emily Stephens

Name:

Title:

By:

/s/ Brook Hinchman

Name:

Title:

CYRUS CAPITAL PARTNERS, L.P.,

By:

/s/ Jennifer M. Pulick

Name:

Title:

STONEHILL MASTER FUND LTD.

By:

Its:

By:

/s/ Jonathan Sacks

Name:

Title:

By:

Its:

By:

/s/ Jonathan Sacks

Name:

Title:

1.

KGI

Wholly-owned direct or indirect subsidiary of KGI (“HoldCo”)

CPC

Holders of not less than: (a) 85% of the outstanding Senior Secured Notes (as defined below) of CPC, and (b) 79% of the outstanding common shares of CPC (collectively, including Stakeholders, the “Principal Stakeholders”)

2.

3.

4.

The outside date for the completion of the due diligence review by KGI of CPC shall be 60 days following the date on which LSAs have been executed by KGI and the Principal Stakeholders (the “Diligence End Date”).

KGI anticipates entering into the Definitive Documentation not executed prior to the Diligence End Date as soon as possible following the Diligence End Date, and subsequently completing the Transaction as soon reasonably practicable.

5.

(a) Revolving Asset Based Loan Facility of up to C$250.0 million due July 2017 (the “ABL Credit Facility”)

ABL Credit Facility to: (i) remain in place with maturity extended to five years from the date of the agreement and to be upsized to C$300.0 million, subject to the borrowing base, or (ii) refinanced on terms and conditions acceptable to KGI. Secured by a first lien on working capital assets.

(b) Senior Secured Term Loan due July 2017 (the “Senior Secured Term Loan”)

The Senior Secured Term Loan to: (i) remain in place with maturity extended to five years from the date of the closing, or (ii) refinanced on terms and conditions acceptable to KGI.

(c) 11.00% PIK Toggle Senior Secured Notes due 2017 (the “Senior Secured Notes”)

The Senior Secured Notes to be exchanged at par plus accrued interest into the “New Term Loan”, subject to the terms and conditions set out herein.

(d) Trade & Other Obligations

Trade and other obligations of CPC will remain unaffected by the Transaction, subject to the terms and conditions set out herein.

6.

New Term Loan shall contain the terms, conditions and indemnities customary for agreements of its nature, including:

(a) Facility: US$260.5 million term loan plus the amount of accrued interest outstanding on the Senior Secured Notes at the time of the closing.

(b) Term: 5 years post-closing.

(c) Currency: US dollars.

(d) Rate: 6% cash pay plus 6% PIK year one, paid quarterly; thereafter, at the election of the borrower, either 11% cash pay, or 6% cash pay plus 6% PIK, paid quarterly.

(e) Amortization: No amortization obligation in year one; thereafter, annual cash flow sweep pursuant to which 75% of excess cash will be applied to repay indebtedness at par, subject to the terms and conditions of the ABL Credit Facility.

(f) Security: Charge over the working and non-working capital assets of CPC subject to the ABL Credit Facility and the Senior Secured Term Loan.

(g) Guarantors: All existing guarantors, plus (i) a secured guaranty in the maximum amount of C$35.0 million from HoldCo (such guaranty to be secured by all of the assets of HoldCo and structured in a manner that would permit HoldCo to incur ordinary course project financing and equipment financing obligations in furtherance of the growth of CPC’s business in accordance with KGI’s business plan (the foregoing indebtedness permitted to be incurred by HoldCo, “Permitted Holdco Secured Indebtedness”)) and (ii) a senior unsecured guaranty from HoldCo (it being understood that HoldCo shall be subject to certain covenants (including on HoldCo’s ability to incur other senior pari passu unsecured obligations) to be agreed upon, including, without limitation, (x) prohibiting HoldCo from incurring any secured indebtedness other than the Permitted Holdco Secured Indebtedness and (y) requiring that any affiliate indebtedness be subordinated to the HoldCo guaranty in a manner acceptable to the New Term Loan lenders).

(h) Covenants: (i) Minimum liquidity and (ii) maximum total leverage as set forth in the table below; it being understood that, the definitions of each covenant will take into account foreign exchange adjustments and be subject to the diligence, negotiation and agreement of the parties. Other restrictive covenants customary for a financing of this type, including those summarized below.

(i) Debt baskets: US$100.0 million of paid in-kind debt junior in right of payment to the New Term Loan and the Junior Last Out Convertible Term Loan (as defined below) from third parties or KGI or any of its affiliates (any such debt advanced by KGI or any of its affiliates to carry terms at least as favorable to CPC as would be obtainable in an arm’s length transaction), it being understood that any such debt shall carry a maturity date at least 91 days later than that of the New Term Loan and the Junior Last Out Convertible Term Loan. In accordance with a definitive provision to be agreed upon by the parties, permitted operating leases or financing transactions with respect to property (real or personal), equipment (capital or otherwise) or other capital assets with KGI or any of its affiliates to be excluded from the debt baskets above so long as (i) the applicable terms of each such transaction are at least as favorable to CPC as would be obtainable in an arm’s length transaction and (ii) each such transaction is approved by the independent director(s) acceptable to the Principal Stakeholders (the appointment of whom is provided for under the caption entitled “Governance” below).

(j) Capital expenditures: Maintenance capital expenditures to be determined and no limit on safety capital expenditures.

(k) Asset sales: 100% of cash proceeds of asset sales to be used towards repayment of New Term Loan, subject to: (i) the terms and conditions of the ABL Credit Facility, and (ii) an exception for asset sales with respect to immaterial or obsolete assets, which sales are effected in the ordinary course and in a manner consistent with past practice in exchange for proceeds of less than C$1.0 million (taking into account, and aggregating such proceeds with, the proceeds derived from any related or similar asset sales). The net proceeds of such excepted asset sales to be reinvested in the business pursuant to a customary reinvestment provision as agreed by the parties.

(l) Restricted payments: $0.0 (except to support market interest service obligations in connection with HoldCo project finance and equipment finance indebtedness permitted to be incurred pursuant to Section 6(g) above, so long as (i) all of the proceeds of such indebtedness so incurred are used to fund the purchase or acquisition of assets utilized solely for the benefit of CPC and its operations and (ii) the net effect of the use of such assets is an increase in the EBITDA of CPC on a pro forma basis of an amount equal to at least the amount being upstreamed to HoldCo; provided that to the extent such increase to EBITDA is not realized within two quarters of the payment of the related interest service obligations, KGI shall immediately refund to CPC the amount of interest upstreamed that exceeds the actual increase to EBITDA, if any). For the avoidance of doubt, no dividends, salary or expenses on behalf of KGI, its principals or its affiliates shall be permitted.

(m) Affiliate transactions: Any affiliate transactions must be on an arm’s length terms and will be subject to other customary limitations.

(n) Certain operating covenants: From closing through the date that is one year following closing, (i) CPC shall conduct its operations in a manner consistent with KGI’s business plan disclosed to the Principal Stakeholders as of the date hereof as determined in good faith by CPC’s board of directors in consultation with the Principal Stakeholders and (ii) CPC shall retain at least 50% of the operating advisors and consultants disclosed to the Principal Stakeholders as of the date hereof. Full list of potential advisors together with background materials for each advisor to be provided as of the date hereof.

(o) Pay down: New Term Loan to be structured to allow for pay down of debt at par, in minimum increments of not less than US$1.0 million.

(p) Events of Default: Customary events of default for transactions of this type, including the failure of KGI to satisfy the KGI Funding Commitment (as defined below), subject to a 5-day grace period, following which the New Term Loan lenders shall be entitled to exercise their

standard remedies provided for in the credit documentation in connection with all events of
default and, solely in the event of a failure of KGI to satisfy the KGI Funding Commitment,
KGI’s direct and indirect equity interests in CPC shall be automatically forfeited to the New
Term Loan lenders.

(q) Governing law: New York.

(r) No KGI affiliate voting: Yes.

(s) Customary reporting covenants, access to management and inspection rights: Yes.

(t) Private & Transferable: New Term Loan will be: (i) private, (ii) carry prescribed
information rights, and (iii) transferable to “Eligible Transferees” (the definition of which
term shall be agreed upon by the parties), and provided that transfers to competitors of CPC
will be restricted.

(u) Administrative agent: Yes, subject to the consent of KGI, which consent will not be
unreasonably withheld.

7.

CPC’s common shares held by shareholders other than the Principal Stakeholders to be acquired for cash consideration of C$6.0 per share, subject to an agreement by the Principal Stakeholders to exchange their holdings of CPC common shares for an interest in a new Junior Last Out Convertible Term Loan on the terms hereinafter set forth (the “Junior Last Out Convertible Term Loan,” and together with the New Term Loan, the “New Loans”) in a US dollar principal amount outstanding equal to C$6.0 of Junior Last Out Convertible Term Loans for each CPC common share (the “Debt Consideration”). The exchange contemplated in connection with the Debt Consideration will be calculated using the noon spot rate of exchange quoted by the Bank of Canada on the second business day prior to the closing date.

The maximum aggregate amount of cash that will be paid at closing in connection with the purchase of CPC’s common shares to the common shareholders of CPC, excluding the Principal Stakeholders, is an amount to be agreed by KGI and the Principal Stakeholders prior to closing.

Prior to closing, the parties will agree on the treatment of CPC’s outstanding equity-based incentive plans, including stock option plans, stock bonus plans, stock purchase plans, change-of-control payments and phantom stock plans, in each case subject to a to be determined cap on any amounts paid in connection therewith.

8.

Junior Last Out Convertible Term Loan shall contain the terms, conditions and indemnities customary for agreements of its nature, including:

(a) Term: 5.5 years post-closing.

(b) Currency: US dollars.

(c) Rate: 10% PIK, paid quarterly; provided, that, upon the repayment of the New Term Loan, interest on the Junior Last Out Convertible Term Loan shall be 10% cash pay, paid quarterly.

(d) Amortization: Make-whole for life, provided that such make-whole shall expire with respect to the interests in the Junior Last Out Convertible Term Loan that are converted.

(e) Conversion feature (key terms): (i) principal amount of Junior Last Out Convertible Term Loan outstanding at closing convertible into 5% of the common shares of CPC (the “Converted Shares”) (pro forma for the amounts to be funded under the KGI Funding Commitment and subject to dilution from any customary management equity incentive plan and customary anti-dilution protections), with the as-converted percentage of the Converted Shares increasing proportionately as the principal amount of the Junior Last Out Convertible Term Loan accretes as a result of PIK interest being paid thereon, (ii) interests in the Junior Last Out Convertible Term Loan shall be convertible, in whole or in part, at any time into Converted Shares solely at the election of each holder of an interest in the Junior Last Out Convertible Term Loan, which election shall be made in such holder’s sole discretion, (iii) following conversion, holders of Converted Shares shall be entitled to customary minority shareholder rights, including, without limitation, tag-along, pre-emptive and informational rights and (iv) put/call rights, exercisable with respect to Converted Shares by the holders of Converted Shares and CPC, respectively, at any time after the New Term Loan has been repaid or refinanced in full, in each case, at a price determined by reference to the equity value of CPC, which shall be calculated by multiplying CPC TTM EBITDA at the time of the exercise of the applicable put/call rights by 4.0 less CPC net debt.

(f) Security: Charge over the working and non-working capital assets of CPC subject to the ABL Credit Facility, the Senior Secured Term Loan and the New Term Loan.

(g) Guarantors: All existing guarantors, plus (i) a secured guaranty in the maximum amount of C$35.0 million from HoldCo (such guaranty to be secured by all of the assets of HoldCo and structured in a manner that would permit HoldCo to incur Permitted Holdco Secured Indebtedness) and (ii) a senior unsecured guaranty from HoldCo (it being understood that HoldCo shall be subject to certain covenants (including on HoldCo’s ability to incur other senior pari passu unsecured obligations) to be agreed upon, including, without limitation, (x) prohibiting HoldCo from incurring any secured indebtedness other than the Permitted Holdco Secured Indebtedness and (y) requiring that any affiliate indebtedness be subordinated to the HoldCo guaranty in a manner acceptable to the Junior Last Out Convertible Term Loan lenders).

(h) Covenants: (i) Minimum liquidity, and (ii) maximum total leverage as set forth in the table below; it being understood that, the definitions of each covenant will take into account foreign exchange adjustments and be subject to the diligence, negotiation and agreement of the parties. Other restrictive covenants customary for a financing of this type, including those summarized below.

(i) Debt baskets: US$100.0 million of debt junior to the Junior Last Out Convertible Term Loan, from third parties or KGI or any of its affiliates (any such debt advanced by KGI or any of its affiliates to carry terms at least as favorable to CPC as would be obtainable in an arm’s length transaction). In accordance with a definitive provision to be agreed upon by the parties, permitted operating lease or financing transactions with respect to property (real or personal), equipment (capital or otherwise) or other capital

assets with KGI or any of its affiliates to be excluded from the debt baskets above so long as (i) the applicable terms of each such transaction are at least as favorable to CPC as would be obtainable in an arm’s length transaction and (ii) each such transaction is approved by the independent director(s) acceptable to the Principal Stakeholders (the appointment of whom is provided for under the caption entitled “Governance” below).

(j) Capital expenditures: Maintenance capital expenditures to be determined and no limit on safety capital expenditures.

(k) Asset sales: 100% of cash proceeds of asset sales to be used towards repayment of Junior Last Out Convertible Term Loan, subject to: (i) the terms and conditions of the ABL Credit Facility and the New Term Loan, and (ii) an exception for asset sales with respect to immaterial or obsolete assets, which sales are effected in the ordinary course and in a manner consistent with past practice in exchange for proceeds of less than C$1.0 million (taking into account, and aggregating such proceeds with, the proceeds derived from any related or similar asset sales). The net proceeds of such excepted asset sales to be reinvested in the business pursuant to a customary reinvestment provision as agreed by the parties.

(l) Restricted payments: $0.0 (except to support market interest service obligations in connection with HoldCo project finance and equipment finance indebtedness permitted to be incurred pursuant to Section 8(g) above, so long as (i) all of the proceeds of such indebtedness so incurred are used to fund the purchase or acquisition of assets utilized solely for the benefit of CPC and its operations and (ii) the net effect of the use of such assets is an increase in the EBITDA of CPC on a pro forma basis of an amount equal to at least the amount being upstreamed to HoldCo; provided that to the extent such increase to EBITDA is not realized within two quarters of the payment of the related interest service obligations to KGI, KGI shall immediately refund to CPC the amount of interest service obligations upstreamed that exceeds the actual increase to EBITDA, if any). For the avoidance of doubt, no dividends, salary or expenses on behalf of KGI, its principals or its affiliates shall be permitted.

(m) Affiliate transactions: Any affiliate transactions must be on an arm’s length terms and will be subject to other customary limitations.

(n) Certain operating covenants: From closing through the date that is one year following closing, (i) CPC shall conduct its operations in a manner consistent with KGI’s business plan disclosed to the Principal Stakeholders as of the date hereof as determined in good faith by CPC’s board of directors in consultation with the Principal Stakeholders and (ii) CPC shall retain at least 50% of the operating advisors and consultants disclosed to the Principal Stakeholders as of the date hereof.

(o) Pay down: Junior Last Out Convertible Term Loan to be structured to allow for pay down of debt at par, in minimum increments of not less than US$1.0 million.

(p) Events of Default: Customary events of default for transactions of this type, including the failure of KGI to satisfy the KGI Funding Commitment (as defined below), subject to a 5-day grace period, following which (i) the Junior Last Out Convertible Term Loan lenders shall be entitled to exercise their standard remedies provided for in the credit documentation in connection with all events of default and (ii) solely in the event of a failure of KGI to satisfy the KGI Funding Commitment, KGI’s direct and indirect equity interests in CPC shall be automatically forfeited to the Junior Last Out Convertible Term Loan lenders.

(q) Governing law: New York.

(r) No KGI affiliate voting: Yes.

(s) Customary reporting covenants, access to management and inspection rights: Yes.

(t) Private & Transferable: Junior Last Out Convertible Term Loan will be: (i) private, (ii) carry prescribed information rights, and (iii) transferable to “Eligible Transferees” (the definition of which term shall be agreed upon by the parties), and provided that transfers to competitors of CPC will be restricted.

(u) Administrative agent: Yes, subject to the consent of KGI, which consent will not be unreasonably withheld.

9.

10.

11.

CPC to be a privately held company with a board of directors comprised of at least five directors. The particulars of the governance model of CPC to be determined by KGI.

With respect to the ongoing composition of the board of directors of CPC:

(a) For so long as the Principal Stakeholders continue to hold not less than 50% of the aggregate principal amount of their interest in the New Loans immediately following closing of the Transaction, 20% of the board of directors (rounding up to the nearest whole number) shall be comprised of independent directors acceptable to the Principal Stakeholders, and one such director shall chair the audit committee, or

(b) For so long as any Principal Stakeholder continues to hold any interest in the New Loans, 10% of the board of directors (rounding up to the nearest whole number) shall be comprised of independent directors acceptable to the Principal Stakeholder(s), and one such director shall chair the audit committee.

12.

13.

Provided that (i) all of the necessary LSAs and support agreements have been agreed to by KGI, CPC and the Principal Stakeholders, as applicable, and (ii) KGI has entered into a customary confidentiality agreement reasonably acceptable to the parties, KGI and its representatives will be provided with free and unrestricted access to the assets, books, records, personnel and premises of CPC, in order to conduct its legal, operational and financial review. For greater certainty, the review of KGI and its representatives will include a review of CPC’s:

(a) Litigation, including any First Nations’ litigation,

(b) Employee, pension and other post-employment benefit obligations, and

(c) Carry-forward tax attributes.

KGI’s due diligence review to be completed by the Diligence End Date or such other date agreed to by the parties.

14.

CPC will be responsible for and bear all of the costs incurred at any time in connection with negotiating, pursuing and completing the Transaction, including, for greater certainty, the fees and expenses of CPC and the Principal Stakeholders, fees and expenses of Ducera Partners LLC and Osler, Hoskin & Harcourt LLP, the Take-Up Fee, and any other costs, payments, fees and expenses contemplated by this Acquisition Term Sheet (except for the KGI Funding Commitment).

Fee cap to be determined.

15.

16.

The entering into of Definitive Documentation in connection with the Transaction to be subject to the completion of conditions precedent customary for transactions of this nature, including:

(a) Principal Stakeholders’ review of, and satisfaction in their sole discretion with, KGI’s business plan and entering into agreements with KGI supporting the Transaction, including LSAs.

(b) Support agreement entered into between KGI and CPC that is acceptable to each of the parties.

(c) KGI’s due diligence investigation of the assets, affairs and condition of CPC, and satisfaction with the results of such investigation in KGI’s sole discretion, including, for greater certainty, with respect to CPC’s: (i) litigation, including any First Nations’ litigation, and (ii) employee, pension and other post-employment benefit obligations.

(d) Agreement on ABL Credit Facility transaction that is acceptable to each of the parties.

(e) Agreement on Senior Secured Term Loan transaction that is acceptable to each of the parties.

(f) Agreement on the terms of the New Term Loan that is acceptable to each of the parties.

(g) Agreement on the terms of the Junior Last Out Convertible Term Loan that is acceptable to each of the parties.

(h) Voting support agreements entered into with a majority of the existing shareholders of CPC, excluding the Principal Stakeholders, to vote in favour of the Transaction and agree to have their common shares acquired for cash consideration of C$6.0 per share.

(i) Agreement on the treatment of CPC’s outstanding equity-based incentive plans that is
acceptable to each of the parties.

(j) Delivery of executed and fully effective (subject only to the occurrence of the closing)
purchase contracts entered into by CPC (or to be automatically assigned to CPC concurrently
with the closing) representing an aggregate increase in the per annum orders for newsprint
equal to at least 200,000 tons over a duration to be agreed upon.

17.