REPAP ENTERPRISES INC
SC 13D, EX-10.2, 2000-09-07
PAPER MILLS
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                                                                    EXHIBIT 10.2
















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                                OPTION AGREEMENT


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                                      DATED

                                 August 28, 2000




                          OSLER, HOSKIN & HARCOURT LLP

                                                                   -

                                WHITE & CASE LLP
<PAGE>

                                OPTION AGREEMENT

     OPTION AGREEMENT made as of August 28, 2000 (this "Agreement"),

BETWEEN:

          UPM-KYMMENE CORPORATION,
          a corporation existing under the laws of Finland

          ("UPM")

                                     - and -

          REPAP ENTERPRISES INC.,
          a corporation existing under the laws of Canada

          ("Repap").

     WHEREAS UPM and Repap have entered into an Acquisition  Agreement  dated as
of the date hereof (the "Acquisition  Agreement") which provides, upon the terms
and  subject to the  conditions  set forth  therein,  for the  completion  of an
amalgamation (the "Amalgamation") involving Repap and 3796477 Canada Inc.;

     AND WHEREAS, unless the context otherwise requires,  words and phrases used
herein  shall  have the  meanings  assigned  to such  words and  phrases  in the
Acquisition Agreement;

     AND  WHEREAS  as  a  condition  to  UPM's  entering  into  the  Acquisition
Agreement,  UPM has  required  that Repap  agree,  and in order to induce UPM to
enter into the Acquisition Agreement, Repap has agreed to grant UPM an option to
purchase from the treasury of Repap, in accordance with the terms and conditions
of this Agreement, up to 19.9% of the issued and outstanding Repap Common Shares
on the date of the first Exercise Notice (as defined below);

     NOW  THEREFORE,  in  consideration  of the  foregoing  and  the  respective
representations,   warranties,  covenants  and  agreements  set  forth  in  this
Agreement and in the Acquisition Agreement, the parties hereto agree as follows:

                                    ARTICLE 1
                                   THE OPTION

Section 1.1  Grant of Option.

     (a)  Subject to the terms and  conditions  set forth  herein,  Repap hereby
          grants to UPM an  irrevocable  option (the  "Option") to purchase from
          the  treasury  of Repap up to the  greater  of 19.9% of the issued and
          outstanding Repap Common Shares on the date hereof (being  148,048,167
          Repap  Common  Shares) and 19.9% of the issued and  outstanding  Repap
          Common  Shares on the date of the first  Exercise  Notice (as  defined
          below) (in each case,  the  "Option  Shares")  in the manner set forth
          below at a purchase  price (the  "Purchase  Price")  per Option  Share
          equal to $0.20 in cash per Option Share; provided, however, that in no
          event shall the number of shares for which this Option is  exercisable
          exceed  19.9% of the issued  and  outstanding  shares of Repap  Common
          Shares at the time of exercise  without giving effect to the number of
          Repap Common  Shares issued or issuable  pursuant to this Option.  The
          number of Repap Common  Shares that may be received  upon the exercise
          of the Option and the  Purchase  Price are  subject to  adjustment  as
          herein set forth.

Section 1.2  Exercise of Option.

(1)  The Option may be  exercised  by UPM,  in whole or in part,  at any time or
     from time to time after the  occurrence  of an  Exercise  Event (as defined
     below) and prior to the Termination Date (as defined below).

(2)  An  "Exercise  Event" shall occur for  purposes of this  Agreement  upon an
     Acquisition  Proposal being made,  publicly announced or otherwise publicly
     disclosed by any Person other than UPM prior to the Repap Meeting or in the
     circumstances   described  in  Section  6.4(1)(b)(ii)  of  the  Acquisition
     Agreement.

(3)  The "Termination  Date" shall occur for purposes of this Agreement upon the
     first to occur of any of the following:

     (a)  the Effective Date;

     (b)  the date which is six months following  termination of the Acquisition
          Agreement;

     (c)  the date on which the Option shall have been exercised in full;

     (d)  the day next  preceding  the date on which  the  Acquisition  Proposal
          referred to in Section 1.2(2) hereof is to be consummated; or

     (e)  if the Acquisition  Agreement is terminated in  circumstances in which
          no Break Fee is payable  pursuant  to Section  6.4 of the  Acquisition
          Agreement.

(4)  Repap  shall  notify  UPM  promptly  in writing  of the  occurrence  of any
     Exercise Event, it being understood that the giving of such notice by Repap
     shall not be a condition to the right of UPM to exercise the Option.

(5)  In the event UPM wishes to exercise  the  Option,  UPM shall send a written
     notice (an  "Exercise  Notice")  to Repap  specifying  the total  number of
     Option  Shares  that UPM  wishes  to  purchase,  the  denominations  of the
     certificate or certificates  evidencing such Option Shares which UPM wishes
     to receive,  the date (subject to the earlier of the satisfaction or waiver
     of the  conditions  set forth in  Section  1.3  hereof) on which the Option
     Shares are to be issued (the "Closing  Date") which shall be a Business Day
     not later  than the fifth  Business  Day and not  earlier  than the  second
     Business Day after  delivery of such notice,  and the place for the closing
     (the  "Closing") of such  purchase;  provided,  that if the closing of such
     purchase  cannot  be  consummated  by reason  of any  applicable  judgment,
     injunction, decree, order, law or regulation, the period of time that would
     otherwise run pursuant to this sentence  shall run instead from the date on
     which such restriction on consummation has expired or been terminated;  and
     provided,  further,  that if prior  notification  to, approval of or filing
     with any Governmental  Entity is required in connection with such purchase,
     UPM and Repap shall promptly file the required  notice or  application  for
     approval and responses thereto,  and shall  expeditiously  process the same
     and the period of time that  otherwise  would run pursuant to this sentence
     shall run  instead  from the last date on which any  required  notification
     periods  have  expired  or been  terminated  and such  approvals  have been
     obtained and any requisite waiting period or periods shall have passed.

Section 1.3  Conditions to Closing.

     The  obligation of Repap to deliver  Option Shares upon any exercise of the
Option pursuant to Section 1.2(5) hereof is subject to the following conditions:

(1)  The Option Shares shall have been approved for listing on The Toronto Stock
     Exchange  ("TSE"),  provided  however,  that Repap and UPM agree that Repap
     shall not be  obligated  to  qualify  the  Option  Shares for resale in the
     United  States  or  Canada  other  than on the  terms  and  subject  to the
     conditions set forth in Section 3.2 hereof; and

(2)  No  preliminary  or  permanent  injunction  or other  order by any court of
     competent jurisdiction  prohibiting such issuance of Option Shares shall be
     in effect  (provided  that Repap has used its  reasonable  best  efforts to
     resist or overturn same).

Section 1.4  Closing.

(1)  In the event of a Closing  pursuant to Section 1.2(5),  Repap shall deliver
     to UPM a certificate or  certificates  evidencing the applicable  number of
     Option  Shares  (in the  denominations  specified  therein),  and UPM shall
     purchase each such Option Share from Repap at the Purchase Price.

(2)  Payment of the Purchase Price shall be made by wire transfer of immediately
     available  funds,  provided  that  failure or refusal of Repap to designate
     such a bank account  shall not preclude UPM from  exercising  the Option by
     delivery of a certified cheque or bank draft.

(3)  Upon the tender of the applicable  Purchase Price in immediately  available
     funds,  UPM shall be deemed to be the holder of record of the Repap  Common
     Shares issuable upon such exercise, notwithstanding that the stock transfer
     books of Repap shall then be closed or that certificates  representing such
     Repap  Common  Shares shall not then be actually  delivered  to UPM.  Repap
     shall pay all  expenses,  and any and all  federal,  provincial,  state and
     local taxes and other  charges that may be payable in  connection  with the
     preparation, issue and delivery of stock certificates in the name of UPM or
     its  assignee,  transferee or designee,  excluding  for greater  certainty,
     income  taxes or other  taxes  payable by UPM in relation to its capital or
     profits.

Section 1.5 Adjustments upon Share Issuances, Changes in Capitalization, etc.

(1)  In the event of any  change  in Repap  Common  Shares  or in the  number of
     outstanding  Repap Common Shares by reason of a stock  dividend,  split-up,
     recapitalization, combination, exchange of shares or similar transaction or
     any other  extraordinary  change in the  corporate or capital  structure of
     Repap  (including,  without  limitation,  the  declaration or payment of an
     extraordinary dividend of cash, securities or other property), the type and
     number of shares or  securities  to be issued by Repap upon exercise of the
     Option and the Purchase Price shall be adjusted  appropriately,  and proper
     provision shall be made in the agreements  governing such  transaction,  so
     that UPM shall  receive upon exercise of the Option the number and class of
     shares and/or other  securities  and/or cash and/or property that UPM would
     have  received  in  respect of Repap  Common  Shares if the Option had been
     exercised  immediately prior to such event, or the record date therefor, as
     applicable, and elected, to the fullest extent it would have been permitted
     to elect, to receive such securities,  cash or other property (as UPM shall
     determine).

(2)  In the event  that Repap  shall  enter into an  agreement  (other  than the
     Acquisition  Agreement):  (i) to consolidate with, amalgamate or merge into
     any person,  other than UPM or any  subsidiary of UPM, and shall not be the
     continuing or surviving corporation of such consolidation,  amalgamation or
     merger; (ii) to permit any person, other than UPM or any subsidiary of UPM,
     to merge  into  Repap  and  Repap  shall  be the  continuing  or  surviving
     corporation,  but, in  connection  with such merger,  the then  outstanding
     Repap Common  Shares shall be changed into or exchanged for shares or other
     securities  of Repap or any other  person or cash or any other  property or
     the then outstanding  Repap Common Shares shall after such merger represent
     less  than 50% of the  outstanding  shares  and  share  equivalents  of the
     surviving  corporation;  or  (iii)  to sell or  otherwise  transfer  all or
     substantially  all of its  assets  to any  person,  other  than  UPM or any
     subsidiary of UPM; then, and in each such case,  proper  provision shall be
     made in the agreements  governing such  transaction  (and the continuing or
     surviving or transferee corporation shall also enter into an agreement with
     UPM to  provide  UPM with  such  rights)  so that UPM  shall  receive  upon
     exercise  of the  Option,  the  number  and  class of shares  and/or  other
     securities  and/or cash  and/or  property  that UPM would have  received in
     respect of Repap Common Shares if the Option had been exercised immediately
     prior to such transaction,  or the record date therefor, as applicable, and
     elected,  to the fullest extent it would have been  permitted to elect,  to
     receive such securities,  cash or other property (as UPM shall  determine),
     and the Purchase Price shall be adjusted appropriately.

(3)  The provisions of this Agreement,  including, without limitation,  Sections
     1.1,  1.2, 1.4 and 3.2,  shall apply with  appropriate  adjustments  to any
     securities  for which  the  Option  becomes  exercisable  pursuant  to this
     Section 1.5.

                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

Section 2.1  Representations of Repap.

     Repap hereby represents and warrants to UPM as follows:

(1)  Repap has all  necessary  corporate  power and  authority  to  execute  and
     deliver  this  Agreement,  to  perform  its  obligations  hereunder  and to
     consummate the transactions contemplated hereby. The execution and delivery
     of  this  Agreement  by  Repap  and  the   consummation  by  Repap  of  the
     transactions  contemplated  hereby have been duly and validly authorized by
     all necessary  corporate action, and no other corporate  proceedings on the
     part of Repap are  necessary to authorize  this  Agreement or to consummate
     such  transactions.  This Agreement has been duly executed and delivered by
     Repap and, assuming the due  authorization,  execution and delivery by UPM,
     constitutes the legal, valid and binding  obligation of Repap,  enforceable
     against  Repap  in  accordance  with  its  terms,  subject  to  bankruptcy,
     insolvency and other applicable Laws affecting creditors' rights generally,
     and to general principles of equity.

(2)  Repap has taken all necessary corporate action to authorize and reserve and
     permit  it to issue,  and at all times  from the date  hereof  through  the
     Termination  Date  shall have  reserved,  all the  Option  Shares  issuable
     pursuant to this  Agreement,  and Repap shall take all necessary  corporate
     action to authorize and reserve and permit it to issue all additional Repap
     Common  Shares or other  securities  which may be issued  pursuant  to this
     Agreement,  all of which,  upon their  issuance and delivery in  accordance
     with the terms of this Agreement, shall be duly authorized, validly issued,
     fully paid and  non-assessable,  shall be  delivered  free and clear of all
     security  interests,  liens,  claims,  pledges,  options,  rights  of first
     refusal,   agreements,   charges  and  other  encumbrances  of  any  nature
     whatsoever  (other  than as provided  in this  Agreement)  and shall not be
     subject to any pre-emptive rights.

(3)  Except  for  Regulatory  Approvals,  the  execution  and  delivery  of this
     Agreement does not, and the consummation of the  transactions  contemplated
     hereby will not,  conflict  with,  or result in any breach  pursuant to any
     provision of the  constating  documents of Repap or any subsidiary of Repap
     or result in any breach of any loan or credit  agreement,  note,  mortgage,
     indenture, lease, pension plan or other agreement, obligation,  instrument,
     permit, concession,  franchise,  license, judgment, order, decree, statute,
     law, ordinance, rule or regulation applicable to Repap or any subsidiary of
     Repap or their  respective  properties  or assets,  except  that the Option
     Shares may not be resold except in accordance  with  applicable  securities
     laws.

Section 2.2 Representations of UPM.

(1)  UPM has all necessary  corporate power and authority to execute and deliver
     this Agreement,  to perform its obligations hereunder and to consummate the
     transactions  contemplated  hereby.  The  execution  and  delivery  of this
     Agreement  by  UPM  and  the   consummation  by  UPM  of  the  transactions
     contemplated  hereby have been duly and validly authorized by all necessary
     corporate action, and no other corporate proceedings on the part of UPM are
     necessary to authorize this Agreement or to consummate  such  transactions.
     This  Agreement has been duly  executed and delivered by UPM and,  assuming
     the due  authorization,  execution and delivery by Repap,  constitutes  the
     legal,  valid and binding  obligation  of UPM,  enforceable  against UPM in
     accordance  with its terms,  subject to  bankruptcy,  insolvency  and other
     applicable  Laws  affecting  creditors'  rights  generally,  and to general
     principles of equity.

(2)  The only  agreements to which UPM is a party with any  shareholder of Repap
     are those which UPM has provided true and complete copies of to Repap,  and
     such  agreements have not been amended,  supplemented  or otherwise  varied
     since their respective dates.

                                    ARTICLE 3
                               COVENANTS OF Repap

Section 3.1  Listing; Other Action.

(1)  As promptly as practicable, Repap shall use all reasonable efforts to cause
     the Option Shares to be approved for listing on the TSE,  subject to notice
     of issuance,  and shall provide prompt notice to the TSE of the issuance of
     each Option Share.

(2)  Repap shall use all reasonable  efforts to take, or cause to be taken,  all
     appropriate  action,  and to do, or cause to be done, all things necessary,
     proper or advisable under applicable law,  regulation or policy  (including
     complying with all applicable  notification,  filing, reporting and waiting
     period requirements under applicable laws and cooperating fully with UPM in
     preparing any applications or notices and providing such information to any
     Governmental Entity as it may require) to consummate and make effective the
     transactions contemplated hereby, including,  without limitation, using its
     all  reasonable  efforts  to  obtain  all  licenses,   permits,   consents,
     approvals,  authorizations,  qualifications  and orders of any Governmental
     Entity;  provided however, that Repap shall not be obligated to qualify the
     Option  Shares  for  resale  other  than on the  terms and  subject  to the
     conditions set forth in Section 3.2.

Section 3.2  Qualification

(1)  In the event  that UPM shall  desire to sell any of the  Option  Shares and
     such sale in the manner proposed by UPM requires, in the opinion of counsel
     to UPM (which  opinion  shall be reasonably  satisfactory  to Repap and its
     counsel),  qualification  of such Option Shares for resale under applicable
     securities  laws,  Repap shall  cooperate with UPM and any  underwriters in
     qualifying such Option Shares for resale,  including,  without  limitation,
     promptly  filing a  prospectus  which  complies  with the  requirements  of
     applicable Canadian federal, provincial and territorial securities laws and
     United States  federal and state  securities  laws, as the case may be, and
     entering  into and  complying  with an  underwriting  agreement  with  such
     underwriters upon such terms and conditions as are customarily contained in
     underwriting agreements with respect to secondary distributions;  provided,
     however,   that  Repap  shall  not  be  required  to  file  more  than  two
     prospectuses  hereunder  and shall be  entitled  to delay the filing of any
     prospectus  for up to 120  days  (but not  more  than  once in any 12 month
     period) if the offering would, in the judgment of the Board of Directors of
     Repap, require premature  disclosure of any material corporate  development
     or otherwise  materially  interfere with or materially adversely affect any
     pending or proposed  offering of securities of Repap or any other  material
     transaction involving Repap.

(2)  If Option Shares are qualified  pursuant to the  provisions of this Section
     3.2, Repap agrees (i) to furnish  copies of the prospectus  relating to the
     Option Shares covered  thereby in such numbers as UPM may from time to time
     reasonably  request  and (ii) if any event shall occur as a result of which
     it becomes necessary to amend or supplement any prospectus,  to prepare and
     file under the applicable  securities  laws such amendments and supplements
     as may be  necessary  to keep  available  for at least 90 days a prospectus
     covering the Option  Shares  meeting the  requirements  of such  securities
     laws, and to furnish UPM with such numbers of copies of the prospectus,  as
     amended or supplemented, as may reasonably be requested. UPM shall bear the
     cost of the  registration or  qualification,  including but not limited to,
     all  registration  and  filing  fees,  printing  expenses,   and  fees  and
     disbursements  of counsel and accountants for Repap,  and UPM shall pay the
     fees  and  disbursements  of its  counsel  and the  underwriting  fees  and
     commissions  applicable  to the  Option  Shares  sold by UPM.  Repap  shall
     indemnify  and hold  harmless  UPM,  its  affiliates  and their  respective
     officers  and  directors  from  and  against  any and all  losses,  claims,
     damages,  liabilities  and  expenses  arising  out  of or  based  upon  any
     statements  contained  in or  omissions  or alleged  omissions  from,  each
     prospectus (or any amendment  thereto)  filed  pursuant to this  paragraph;
     provided,  however,  that  this  provision  shall  not  apply to any  loss,
     liability,  claim,  damage or  expense  to the  extent it arises out of any
     untrue  statement or omission made in reliance upon and in conformity  with
     written  information  furnished  to Repap by UPM,  its  affiliates  and its
     officers and other representatives  expressly for use in any prospectus (or
     any amendment  thereto) filed pursuant to this paragraph.  Repap shall also
     indemnify and hold harmless each  underwriter  and each person who controls
     any underwriter against any and all losses,  claims,  damages,  liabilities
     and expenses  arising out of or based upon any  statements  contained in or
     omissions or alleged  omissions  from,  each  prospectus  (or any amendment
     thereto) filed pursuant to this  paragraph;  provided,  however,  that this
     provision shall not apply to any loss, liability,  claim, damage or expense
     to the extent it arises out of any untrue  statement  or  omission  made in
     reliance upon and in conformity with written information furnished to Repap
     by the  underwriters  expressly for use in any prospectus (or any amendment
     thereto) filed pursuant to this Section 3.2.

                                    ARTICLE 4
                               CERTAIN LIMITATIONS

Section 4.1  Maximum Total Proceeds.

     Notwithstanding  any other  provision of this Agreement or the  Acquisition
Agreement,  in no event shall  UPM's Total  Proceeds  (as  hereinafter  defined)
exceed  the Break Fee (as  defined  in the  Acquisition  Agreement)  and,  if it
otherwise would exceed such amount,  UPM shall either:  (i) reduce the number of
Option Shares otherwise issuable;  (ii) deliver to Repap for cancellation Option
Shares previously  purchased by UPM hereunder;  (iii) pay cash to Repap; or (iv)
at UPM's sole election,  any combination  thereof,  so that UPM's Total Proceeds
shall not exceed the Break Fee after taking into account the foregoing  actions.
As used  herein,  the term  "Total  Proceeds"  shall mean the  aggregate  amount
(before  taxes) of the  following:  (i) the greater of (A) the net cash proceeds
(or  equivalent  thereof) to UPM from the arm's length  disposition by it of the
Option Shares in the market, by private placement, by tender into an Acquisition
Proposal or otherwise or (B) the  consideration  (or  equivalent  thereof) which
would have been payable for the Option Shares pursuant to any Superior  Proposal
which is  consummated  and as a result of which  amounts  become  payable to UPM
pursuant  to Section  6.4(1) of the  Acquisition  Agreement,  without  regard to
whether UPM tenders its Option  Shares  pursuant  thereof;  less UPM's  Purchase
Price for such shares;  and (ii) any amounts received by UPM pursuant to Section
6.4(1) of the Acquisition Agreement.

                                    ARTICLE 5
                                covenants of UPM

Section 5.1  Voting Limitations.

     UPM hereby  agrees with Repap that it will not exercise  any voting  rights
attached to the Option Shares to vote in favour of the Amalgamation.

Section 5.2  Distribution of Option Shares.

     UPM agrees with Repap that any resale of Option Shares, other than pursuant
to an Acquisition  Proposal,  shall be widely  distributed to the public and, in
any event, so that no Repap shareholder would, as a result of such distribution,
to UPM's knowledge, own 10% or more of the outstanding common shares of Repap.

                                    ARTICLE 6
                            TERMINATION OF AGREEMENT

Section 6.1  Termination.

     This  Agreement,  other than the rights  and  obligations  of UPM and Repap
under Sections 3.2, 4.1 and this Section 6.1, shall terminate on the Termination
Date.

                                    ARTICLE 7
                                  MISCELLANEOUS

Section 7.1  Amendment.

     This Agreement may not be amended except by an instrument in writing signed
by each of the parties hereto.

Section 7.2  Waiver.

     Either  party hereto may (a) extend the time for or waive  compliance  with
the  performance of any obligation or other act of the other party hereto or (b)
waive any inaccuracy in the representations  and warranties  contained herein or
in any document delivered pursuant hereto. Any such extension or waiver shall be
valid if set forth in an instrument  in writing  signed by the party to be bound
thereby.

Section 7.3  Notices.

     All notices,  requests,  claims, demands and other communications hereunder
shall be in  writing  and shall be given  (and shall be deemed to have been duly
given upon  receipt) by delivery in person,  by  facsimile,  or by a  nationally
recognized  courier  service to the  respective  parties at their  addresses  as
specified in the Acquisition Agreement.

Section 7.4  Severability.

     If any term or other  provision of this  Agreement  is invalid,  illegal or
incapable  of being  enforced  by any rule of law or  public  policy,  all other
conditions and provisions of this Agreement  shall  nevertheless  remain in full
force and effect so long as the economic or legal substance of the  transactions
contemplated  hereby is not  affected  in any manner  materially  adverse to any
party.  Upon such  determination  that any term or other  provision  is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as closely as  possible in a mutually  acceptable  manner to the fullest
extent permitted by applicable Law in order that the  transactions  contemplated
hereby may be  consummated  as  originally  contemplated  to the fullest  extent
possible.  If for any reason such court or regulatory agency determines that UPM
is not  permitted  to acquire the full number of shares of Repap  Common  Shares
provided in this Agreement and also does not permit the payment of the Spread in
respect to such prohibited shares, it is the express intention of Repap to allow
UPM to acquire such lesser number of Repap Common Shares (or receive  payment of
the Spread in respect of such lesser number) as may be permissible,  without any
amendment or modification hereof.

Section 7.5  Assignment; Binding Effect; Benefit.

     Except as expressly provided herein,  neither this Agreement nor any of the
rights,  interests or obligations  hereunder  shall be assigned (by operation of
law or otherwise) by either party without the prior written consent of the other
party hereto.  Notwithstanding the foregoing,  UPM may assign this Agreement and
any of the  rights,  interests  or  obligations  hereunder  to any  wholly-owned
subsidiary  of UPM  without  the  consent of Repap,  provided  that UPM  remains
jointly  and  severally  liable  hereunder  with such  wholly-owned  subsidiary.
Subject to the first and second  sentence of this section,  this Agreement shall
be binding  upon and shall enure to the benefit of the parties  hereto and their
respective successors and permitted assigns.

Section 7.6  Specific Performance.

     The parties hereto agree that  irreparable  damage would occur in the event
any provision of this Agreement were not performed in accordance  with the terms
hereof and that the parties  shall be entitled  to specific  performance  of the
terms hereof, in addition to any other remedy at law or in equity.

Section 7.7  Governing Law.

     This Agreement shall be governed by, and construed in accordance,  with the
laws of the  Province  of  Ontario  and the  federal  laws of Canada  applicable
therein.  All  actions  and  proceedings  arising  out of or  relating  to  this
Agreement  shall  be heard  and  determined  exclusively  in the  courts  of the
Province of Ontario.

Section 7.8  Headings.

     The  descriptive  headings  contained  in this  Agreement  are included for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

Section 7.9  Entire Agreement.

     This  Agreement  and  the  Acquisition   Agreement  constitute  the  entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersede  all prior  agreements  and  understandings  between the parties  with
respect  thereto.  No  addition  to or  modification  of any  provision  of this
Agreement  shall be binding  upon any party  hereto  unless  made in writing and
signed by all parties hereto.

Section 7.10  Counterparts.

     This Agreement may be executed in two or more  counterparts,  each of which
shall be deemed to be an original, but all of which shall constitute one and the
same agreement.
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.

                                                   UPM-Kymmene Corporation

                                                   By:  /s/ Juha Niemela
                                                      --------------------------
                                                      Authorized Signing Officer

                                                  By:  /s/ Reko Aalto-Setala
                                                      --------------------------
                                                      Authorized Signing Officer


                                                   Repap ENTERPRISES INC.

                                                   By:  /s/ Hap Stephen
                                                      --------------------------
                                                      Authorized Signing Officer


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