8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 9, 2009 (June 3, 2009)

Date of Report (Date of earliest event reported):

DOMTAR CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-33164	20-5901152
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

395 de Maisonneuve Blvd. West

Montreal, Quebec

Canada H3A 1L6

(Address of principal executive offices)

(514) 848-5555

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 9, 2009, Domtar Corporation (the “Company”), issued $400,000,000 aggregate principal amount of its 10.75% Notes due 2017 (the “Notes”). The Notes were issued pursuant to the Indenture, dated as of November 19, 2007, among the Company, Domtar Paper Company, LLC and The Bank of New York Mellon (as successor to The Bank of New York), as trustee (the “Trustee”), as amended by the Supplemental Indenture, dated as of February 15, 2008, among the Company, the subsidiary guarantors named therein and the Trustee and the Second Supplemental Indenture, dated as of February 20, 2008, among the Company, the subsidiary guarantors named therein and the Trustee, and as further supplemented by the Third Supplemental Indenture, dated as of June 9, 2009, among the Company, the subsidiary guarantors named therein and the Trustee providing for the Notes (the “Third Supplemental Indenture”).

The Notes were sold pursuant to an effective automatic shelf registration statement on Form S-3 (the “Registration Statement”) (File No. 333-159690) which became effective upon filing with the Securities and Exchange Commission on June 3, 2009. The closing of the sale of the Notes occurred on June 9, 2009. The Third Supplemental Indenture (including the form of the Notes) is filed as Exhibit 4.1 hereto and is incorporated by reference herein.

Item 8.01 Other Events.

In connection with the issuance and sale of the Notes, the Company entered into the Underwriting Agreement, dated June 3, 2009 (the “Underwriting Agreement”), among the Company, the subsidiary guarantors named therein and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the underwriters named in Schedule 1 thereto. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto.

A copy of (i) the opinion of Debevoise & Plimpton LLP, relating to the validity of the Notes and the subsidiary guarantees, is filed as Exhibit 5.1 hereto, (ii) the opinion of Hooper, Hathaway, Price, Beuche & Wallace, P.C., relating to certain legal matters relating to the subsidiary guarantee of Port Huron Fiber Corporation, is filed as Exhibit 5.2 hereto, (iii) the opinion of Pierce Atwood LLP, relating to certain legal matters relating to the subsidiary guarantee of St. Croix Water Power Company, is filed as Exhibit 5.3 hereto, (iv) the opinion of Quarles and Brady LLP, relating to certain legal matters relating to the subsidiary guarantee of Domtar Wisconsin Dam Corp., is filed as Exhibit 5.4 and (v) the opinions of Richards, Layton & Finger, P.A., relating to certain legal matters relating to the subsidiary guarantees of Domtar A.W. LLC, Domtar Maine LLC and Domtar Paper Company, LLC, are filed as Exhibit 5.5.

Item 9.01 Financial Statements and Exhibits.

The exhibits to this Current Report on Form 8-K are hereby incorporated by reference into the Registration Statement.

(d) Exhibits.

Exhibit Number	Exhibit Description
1.1	Underwriting Agreement, dated June 3, 2009, among Domtar Corporation, the subsidiary guarantors named therein and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the underwriters named in Schedule 1 thereto.

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4.1	Third Supplemental Indenture, dated as of June 9, 2009, among Domtar Corporation, the subsidiary guarantors party thereto, and The Bank of New York Mellon (as successor to The Bank of New York), as trustee, providing for Domtar Corporation’s 10.75% Notes due 2017.
5.1	Opinion of Debevoise & Plimpton LLP
5.2	Opinion of Hooper, Hathaway, Price, Beuche & Wallace, P.C.
5.3	Opinion of Pierce Atwood LLP
5.4	Opinion of Quarles & Brady LLP
5.5	Opinions of Richards, Layton & Finger, P.A.
23.1	Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1)
23.2	Consent of Hooper, Hathaway, Price, Beuche & Wallace, P.C. (contained in Exhibit 5.2)
23.3	Consent of Pierce Atwood LLP (contained in Exhibit 5.3)
23.4	Consent of Quarles & Brady LLP (contained in Exhibit 5.4)
23.5	Consent of Richards, Layton & Finger, P.A. (contained in Exhibit 5.5)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOMTAR CORPORATION
By:	/s/ Razvan L. Theodoru
Name:	Razvan L. Theodoru
Title:	Vice-President and Secretary

Date: June 9, 2009

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Exhibit Index

Exhibit Number	Exhibit Description
1.1	Underwriting Agreement, dated June 3, 2009, among Domtar Corporation, the subsidiary guarantors named therein and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the underwriters named in Schedule 1 thereto.
4.1	Third Supplemental Indenture, dated as of June 9, 2009, among Domtar Corporation, the subsidiary guarantors party thereto, and The Bank of New York Mellon (as successor to The Bank of New York), as trustee, providing for Domtar Corporation’s 10.75% Notes due 2017.
5.1	Opinion of Debevoise & Plimpton LLP
5.2	Opinion of Hooper, Hathaway, Price, Beuche & Wallace, P.C.
5.3	Opinion of Pierce Atwood LLP
5.4	Opinion of Quarles & Brady LLP
5.5	Opinions of Richards, Layton & Finger, P.A.
23.1	Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1)
23.2	Consent of Hooper, Hathaway, Price, Beuche & Wallace, P.C. (contained in Exhibit 5.2)
23.3	Consent of Pierce Atwood LLP (contained in Exhibit 5.3)
23.4	Consent of Quarles & Brady LLP (contained in Exhibit 5.4)
23.5	Consent of Richards, Layton & Finger, P.A. (contained in Exhibit 5.5)

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EX-1.1

Exhibit 1.1

EXECUTION COPY

DOMTAR CORPORATION

as Issuer

and Certain of its Subsidiaries,

as Guarantors

$400,000,000

10.75% Senior Notes due 2017

Underwriting Agreement

June 3, 2009

J.P. Morgan Securities Inc.

Morgan Stanley & Co. Incorporated

As Representatives of the several

Underwriters listed in Schedule 1 hereto

c/o J. P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

Domtar Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $400,000,000 principal amount of its 10.75% Senior Notes due 2017 (the “Securities”) to be guaranteed (collectively, the “Guarantees”) by the subsidiary guarantors listed on Schedule 2 hereto (collectively, the “Guarantors”). The Securities will be issued pursuant to an Indenture, dated as of November 19, 2007 (as supplemented as of the date hereof, the “Base Indenture”) among the Company, the Guarantors party thereto and The Bank of New York Mellon, as trustee (the “Trustee”), as further supplemented by a Supplemental Indenture, to be dated as of June 9, 2009 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company, the Guarantors party thereto and the Trustee.

Each of the Company and the Guarantors hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

1. Registration Statement. The Company and the Guarantors have prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-159690), including a prospectus, relating to the Securities. Such registration statement as of the Effective Date (as

defined below), including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of the Effective Date (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein the term “Effective Date” means the effective date of the Registration Statement pursuant to Rule 430B under the Securities Act for purposes of liability under Section 11 of the Securities Act of the Company or the Underwriters with respect to the offering of the Securities; and the term “Preliminary Prospectus” means the prospectus included in the Registration Statement at the time of the Effective Date that omits Rule 430 Information and any prospectus made available prior to the Time of Sale, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities which shall be in the form in which it has most recently been filed with the Commission pursuant to Rule 424(b) as of the date of such first use or availability. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein after such date. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Prospectus.

As of 5:00 p.m. New York City time (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated June 3, 2009, including all documents incorporated therein by reference, whether any such incorporated document is filed before or after the Preliminary Prospectus, so long as the incorporated document is filed before the Time of Sale, the Pricing Term Sheet substantially in the form of Annex C hereto, and each other “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex C hereto as constituting part of the Time of Sale Information.

2. Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement and the Guarantors agree to guarantee the Securities pursuant to the terms of the Indenture, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 94.157% of the principal amount thereof plus accrued interest, if any, from June 9, 2009 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

(b) Each of the Company and the Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in

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the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. Each of the Company and the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

(c) Payment for and delivery of the Securities will be made at the offices of Simpson Thacher & Bartlett LLP, at 10:00 A.M., New York City time, on June 9, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.

(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives on the business day prior to the Closing Date.

(e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

3. Representations and Warranties of the Company and the Guarantors. Each of the Company and the Guarantors jointly and severally represent and warrant to each Underwriter that:

(a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor any Guarantor makes any representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter

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furnished to the Company or the Guarantors in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus.

(b) Time of Sale Information. The Time of Sale Information at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor any of the Guarantor makes any representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantors in writing by such Underwriter through the Representatives expressly for use in such Time of Sale Information. No statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.

(c) Issuer Free Writing Prospectus. Each of the Company and the Guarantors (including its agents and representatives, other than the Underwriters in their capacity as such) has not used, authorized, approved or referred to and will not use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) or (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting the Time of Sale Information and (v) any electronic road show or other written communications, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus and any free writing prospectus (as described below) accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor any Guarantor makes any representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantors in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

(d) Registration Statement. A registration statement on Form S-3 (File No. 333-159690) relating to the Securities, including a form of prospectus, has been filed with the Commission under the Securities Act and such registration statement, and any post-effective amendment thereto, automatically became effective on filing under the Securities Act and is not proposed to be amended in connection with the issuance and sale of the Securities pursuant to this Agreement. No notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company and no order suspending the effectiveness of

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the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantors or related to the offering has been initiated or, to the knowledge of the Company or the Guarantors, threatened by the Commission; the Registration Statement as of the Effective Date complied, and any amendment thereto as of the date it becomes effective will comply, in all material respects with the Securities Act, and the Registration Statement as of the Effective Date did not and any amendment thereto as of the date it becomes effective will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus as of its date did not and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor any Guarantor makes any representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantors in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

(e) Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, of 1934, as amended, and the rules and regulation of the Commission thereunder (collectively, the “Exchange Act”) and none of such documents, at its time of filing with the Commision, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, together with the related schedules and notes, comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied, except as stated

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therein, on a consistent basis throughout the periods covered thereby, and the supporting schedules, if any, included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby.

(g) The statements in the Time of Sale Information and the Prospectus under the headings “Certain material U.S. federal income tax consequences” and “Description of the notes,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.

(h) No Material Adverse Change. Since the date of the most recent financial statements of the Company included in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, except for the 1-for-12 reverse stock split announced on June 1, 2009, or any material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or any development involving a prospective Material Adverse Effect, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus; except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus since such date neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Company and its subsidiaries taken as a whole.

(i) Organization and Good Standing. The Company, each Guarantor and each other subsidiary of the Company that meets the definition of a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Securities Act of 1933, as amended, (i) has been duly incorporated or formed, is validly existing as a corporation, limited liability company or limited partnership, as applicable, and is in good standing under the laws of the jurisdiction of its incorporation or formation with full corporate, limited liability company or limited partnership, as applicable, power and authority to own or lease, as the case may be, and to operate its properties and conduct its business and (ii) is duly qualified to do business as a foreign entity or an extra provincial corporation, as applicable, and is in good standing under the laws of each jurisdiction which requires such qualification, other than, with respect to clause (ii), where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business or on the performance of the Company of its obligations under the Securities (a “Material Adverse Effect”). The subsidiaries listed in Schedule 3 to this Agreement are the only significant subsidiaries of the Company.

(j) Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Capitalization” and all the outstanding shares of capital stock or other equity interests of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully

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paid and non-assessable and are owned by the Company either directly or through wholly owned subsidiaries, free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances, other than where such security interests, claims, liens or encumbrances would not have a Material Adverse Effect.

(k) Due Authorization. The Company has full right, power and authority to execute and deliver the Securities, and the Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement and the Indenture (including the Guarantees) (collectively, together with the Securities, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents to which the Company and each of the Guarantors is a party and the due and proper authorization and consummation of the transactions contemplated thereby has been duly and validly taken.

(l) The Indenture. Each of the Base Indenture and the Supplemental Indenture has been duly authorized by the Company and the Base Indenture has been validly executed and delivered by the Company. Each of the Guarantors has validly executed and delivered either the Base Indenture or a supplemental indenture by which it has become a party to the Base Indenture and has duly authorized the Base Indenture or such supplemental indenture, as applicable, and the Supplemental Indenture. As of the Closing Date, the Supplemental Indenture will have been validly executed and delivered by the Company and each of the Guarantors. When the Supplemental Indenture has been duly executed and delivered by the Company and each of the Guarantors, and, assuming that the Base Indenture and the Supplemental Indenture are each a valid and binding obligation of the Trustee, the Base Indenture is and the Supplemental Indenture will be, a valid and binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”).

(m) The Securities. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(n) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

(o) The Guarantees. The Guarantees have been duly authorized by each of the Guarantors and are in the form contemplated by, and entitled to the benefits of, the Indenture and, when the Securities have been executed, authenticated, issued and delivered in the manner provided in the Indenture and delivered against payment of the purchase price for the Securities as provided in this Agreement, will constitute valid and binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions.

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(p) Descriptions of the Transaction Documents. Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus.

(q) No Violation or Default. Neither the Company nor any Significant Subsidiary is, or with the giving of notice or lapse of time or both would be, in violation or default of (i) any provision of its charter or by-laws or other constituting documents, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its or their properties, as applicable, which violation or default would, in the case of clauses (ii) and (iii) above, either individually or in the aggregate with all other violations and defaults referred to in this paragraph (if any), have a Material Adverse Effect.

(r) No Conflicts. The execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which it is a party, the issuance and sale of the Securities and compliance by the Company and each of the Guarantors, as applicable, with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, note, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of the Commission or any other agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i) and (iii) above, for any such conflict, breach or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

(s) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company or the Guarantors of each of the Transaction Documents to which it is a party, the issuance and sale of the Securities by the Company and compliance by the Company with the terms thereof, the issue of the Guarantees by the Guarantors and compliance by the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except such as have been made or obtained under the Securities Act and the Trust Indenture Act, as may be required by the Financial Industry Regulatory Authority, Inc. in connection with the registration of the Securities and the Guarantees, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

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(t) Legal Proceedings. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries, its property or property of its subsidiaries is pending or, to the knowledge of the Company, threatened that (i) is of a character required to be disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, (ii) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the Indenture by the Company or the Guarantors or the consummation of any of the transactions contemplated hereby, (iii) could reasonably be expected to have a material adverse effect on each of the Company’s and the Guarantors’ ability to enter into and perform its obligations under the Supplemental Indentures or (iv) could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the in the Registration Statement, the Time of Sale Information and the Prospectus.

(u) Independent Accountants. PricewaterhouseCoopers LLP and KPMG LLP, who have certified certain financial statements of the Company and its subsidiaries, are each an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(v) Title to Real and Personal Property. The Company and its subsidiaries own or lease all such properties as are necessary to the conduct of the operations of the Company and its subsidiaries taken as a whole as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus.

(w) Judicial Immunity. None of the Company’s subsidiaries nor any of its or their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the federal laws of Canada or the laws of the Province of Québec.

(x) Defects in Title. The Company is not aware of any defects in title to its material properties or its material assets and facilities which are used in the production and marketing of pulp and paper, lumber and wood products and corrugated products that would, singly or in the aggregate, have a Material Adverse Effect.

(y) Title to Intellectual Property. The Company and its subsidiaries own, possess, are licensed to use or have other sufficient legal rights to use all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s business as presently conducted and as described in the in the Registration Statement, the Time of Sale Information and the Prospectus. Except as set forth in or contemplated in the in the Registration Statement, the Time of Sale Information and the Prospectus, (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its subsidiaries; (ii) to the knowledge of the Company, there is no material infringement by third parties of any such Intellectual Property owned by the Company and its subsidiaries; (iii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s

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rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (v) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any Intellectual Property or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim.

(z) Investment Company Act. Neither the Company nor any Guarantor is and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will be an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, “Investment Company Act”).

(aa) No stamp duty. No stamp duty, registration or documentary taxes, duties or similar charges imposed under the laws of the United States or Canada are payable in connection with the creation or original issuance and sale of the Securities, (ii) with respect to the execution, delivery and performance of this Agreement or the Supplemental Indenture or (iii) with respect to any payments made to the Underwriters pursuant to this Agreement.

(bb) Taxes. The Company has filed all U.S. and foreign federal, state, provincial, territorial and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect), except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect, except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus.

(cc) Licenses and Permits. The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate federal, state, provincial or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus.

(dd) No Labor Disputes. Except as set forth in or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus, no labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened or imminent, and the Company is not aware of any existing or imminent labor dispute

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by the employees of any of its subsidiaries, or to the knowledge of the Company, its subsidiaries’ principal suppliers, contractors or customers, that could have a Material Adverse Effect.

(ee) Compliance With Environmental Laws. The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, Canadian federal, provincial and local, and U.S. federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus, and (iii) except as set forth in or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus, have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, neither the Company nor any of its subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, except in instances where (A) the Company has made adequate provision for such event in the reserves on its balance sheet or (B) being so named would not, individually or in the aggregate, have a Material Adverse Effect.

(ff) Environmental Reviews. In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus.

(gg) Pension Plans. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, each defined benefit pension plan sponsored by the Company or for which either of them could have any liability has been maintained in compliance with the terms thereof and with the requirements prescribed by applicable law, except where such non-compliance would not result in a Material Adverse Effect.

(hh) Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries, on a consolidated basis, maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company, including with respect to their respective subsidiaries, in the respective reports that it files or submits under the Exchange Act is recorded, processed,

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summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s respective management as appropriate to allow timely decisions regarding required disclosure. The Company has carried out evaluations of the effectiveness of the disclosure controls and procedures of itself and its subsidiaries, on a consolidated basis, as required by Rule 13a-15 of the Exchange Act.

(ii) Accounting Controls. The Company and its subsidiaries, on a consolidated basis, maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the the Registration Statement, the Time of Sale Information and the Prospectus, there are no material weaknesses in the internal controls of the Company and its subsidiaries, on a consolidated basis.

(jj) Insurance. The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no material claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause, except as set forth in or contemplated in the the Registration Statement, the Time of Sale Information and the Prospectus.

(kk) No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company and each of the Guarantors, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) has taken any action, directly or indirectly, that did or would result in a violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(ll) Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign

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Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(mm) Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(nn) Solvency. On and immediately after the Closing Date, the Company (after giving effect to the issuance of the Securities and the other transactions related thereto as described in the Registration Statement, the Time of Sale Information and the Prospectus) will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company is not less than the total amount required to pay the liabilities of the Company on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement, the Registration Statement, the Time of Sale Information and the Prospectus, the Company is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) the Company is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company is engaged; and (v) the Company is not a defendant in any civil action that would result in a judgment that the Company is or would become unable to satisfy.

(oo) No Restrictions on Subsidiary Dividends. No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in the Registration Statement, the Time of Sale Information and the Prospectus.

        (pp) No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or any Underwriter for a

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brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities.

(qq) No Registration Rights. No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

(rr) No Stabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(ss) Business With Cuba. The Company has complied with all provisions of Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida) relating to doing business with the Government of Cuba or with any person or affiliate located in Cuba.

(tt) Margin Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in the Registration Statement, the Time of Sale Information and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(uu) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement, the Time of Sale Information and the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(vv) Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or its respective directors or officers, in their capacities as such, to comply in all material respects, in the case of the Company, with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(ww) Status under the Securities Act. The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities.

4. Further Agreements of the Company and the Guarantors. Each of the Company and each of the Guarantors jointly and severally covenant and agree with each Underwriter that:

(a) Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet in the form of Annex D hereto) to the extent required by Rule 433 under the Securities Act; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 5:00 p.m., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request.

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(b) Delivery of Copies. The Company will deliver, without charge, (i) to each of the Representatives, one signed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith (other than exhibits or consents incorporated by reference therein); and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith (other than exhibits or consents incorporated by reference therein) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.

(c) Amendments or Supplements; Issuer Free Writing Prospectuses. Before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, in each case prior to the end of the Prospectus Delivery Period, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not use or refer to in connection with the offering of the Securities or file with the Commission any such Issuer Free Writing Prospectus or file with the Commission any such proposed amendment or supplement to which the Representatives reasonably object in a timely manner.

(d) Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed prior to the end of the Prospectus Delivery Period; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; of the receipt by the Company or the Guarantors of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the

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initiation or threatening of any proceeding for such purpose; and each of the Company and the Guarantors will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

(e) Time of Sale Information. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.

(f) Ongoing Compliance. If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

(g) Blue Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

        (h) Earning Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of

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the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

(i) Clear Market. During the period from the date hereof through and including the date that is 30 days after the date hereof, neither the Company nor any Guarantor will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any Guarantor and having a tenor of more than one year.

(j) Use of Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Use of proceeds”.

(k) No Stabilization. Neither the Company nor any Guarantor will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(l) Record Retention. The Company and the Guarantors will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

(m) Payment of Filing Fee. The Company will pay the required Commission filings fees relating to the Securities within the time required by Rule 456(b)(i) under the Act without regard to the proviso therein and otherwise in accordance with Rule 457(r) under the Act.

5. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that

(a) It has not and will not use, authorize use of or, refer to, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) in connection with any offer relating to the Securities other than (i) a free writing prospectus that, solely as a result of use by such underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex C or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in this clause (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, prior to the preparation of the Pricing Term Sheet (as defined below), the Underwriters may use a term sheet substantially in the form of Annex D hereto without the consent of either the Company or the Guarantors describing the preliminary terms of the Securities or their offering. The “Pricing Term Sheet” shall mean the term sheet in the form of Annex C hereto prepared by the Company and approved by the Representatives setting forth the final terms of the Securities.

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(b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase Securities on the Closing Date as provided herein is subject to the performance by the Company and each of the Guarantors of their respective covenants and other obligations hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b) Representations and Warranties. The representations and warranties of each of the Company and the Guarantors contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of each of the Company and the Guarantors and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

(c) No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock of or guaranteed by the Company by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock of or guaranteed by the Company (other than an announcement with positive implications of a possible upgrading).

(d) No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

(e) Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s and the Guarantor’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale

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Information and the Prospectus and, to the best knowledge of such officer, the representations set forth in Sections 3(b) or 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company and the Guarantors in this Agreement are true and correct and that the Company and the Guarantors have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

(f) Comfort Letters. On the date of this Agreement and on the Closing Date, PricewaterhouseCoopers LLP and KPMG LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

(g) Opinion and 10b-5 Statement of Counsel for the Company. Debevoise & Plimpton LLP, counsel to the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 Statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A hereto.

(h) Opinion of Special Counsel for the Company. Each of (i) Richards, Layton & Finger, P.A., (ii) Hooper, Hathaway, Price, Beuche & Wallace, P.C., (iii) Quarles & Brady LLP and Pierce Atwood LLP, special counsel to the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B hereto.

(i) Opinion and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date an opinion and 10b-5 Statement of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(j) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees.

(k) Good Standing. The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their

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respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(l) Additional Documents. On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

7. Indemnification and Contribution.

(a) Indemnification of the Underwriters. Each of the Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein.

(b) Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only

20

such information consists of the following: the sixth paragraph under the caption “Underwriting.”

(c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 7. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to Section 7 that the Indemnifying Party may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by J.P. Morgan Securities Inc. and any such separate firm for the Company, the Guarantors, its directors, its officers who signed the Registration Statement and any control persons of the Company and the Guarantors shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying

21

Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution. If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company and the Guarantors from the sale of the Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Securities. The relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Guarantor or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Limitation on Liability. The Company, each of the Guarantors and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been

22

required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

(f) Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

8. Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company or any Guarantor shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

10. Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase.

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(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11(a) hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, or any non-defaulting Underwriter for damages caused by its default.

11. Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors.

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(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement (other than Section 10), the Company and each of the Guarantors jointly and severally agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Guarantors or the Underwriters.

14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City ;and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.

15. Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by J.P. Morgan Securities Inc. or Morgan Stanley & Co. Incorporated on behalf of the Underwriters, and any such action taken by J.P. Morgan Securities Inc. or Morgan Stanley & Co. Incorporated shall be binding upon the Underwriters.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017 (fax: 212-270-0994); Attention: Ken Lang. Notices to the Company and the Guarantors shall be given to it at 395 de Maisonneuve Blvd. West, Montreal, Québec, Canada H3A 1L6, (fax: 514-848-6850); Attention: Zygmunt Jablonski, Senior Vice-President and General Counsel.

(c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

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(d) Judgment Currency. The Company hereby agrees to indemnify each Underwriter against any loss incurred as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which an Underwriter would have been able to purchase United States dollars with the amount of the Judgment Currency actually received by such Underwriter if such Underwriter had utilized such amount of Judgment Currency to purchase United States dollars as promptly as practicable upon receipt thereof by such Underwriter. The foregoing indemnity shall constitute an obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include an allowance for any customary or reasonable premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

(e) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

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If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,
DOMTAR CORPORATION
By	/s/ Razvan L. Theodoru
Name:	Razvan L. Theodoru
Title:	Vice President and Secretary
CONBORD INC.
DOMTAR A.W. LLC
DOMTAR INDUSTRIES INC.
DOMTAR MAINE LLC
DOMTAR PAPER COMPANY, LLC
DOMTAR WISCONSIN DAM CORP.
E.B. EDDY PAPER, INC.
PORT HURON FIBER CORPORATION
RIS PAPER COMPANY, INC.
ST. CROIX WATER POWER COMPANY
By	/s/ Razvan L. Theodoru
Name:	Razvan L. Theodoru
Title:	Secretary

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Confirmed and accepted as of the

date set forth on the first page hereof

J.P. MORGAN SECURITIES INC.
By	/s/ Todd Rothman Todd Rothman Executive Director
MORGAN STANLEY & CO. INCORPORATED
By	/s/ Whitner Marshall Whitner Marshall Managing Director

For themselves and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

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Schedule 1

Underwriter	Principal Amount
J.P. Morgan Securities Inc.	$	120,000,000
Morgan Stanley & Co. Incorporated		80,000,000
Banc of America Securities LLC		22,400,000
RBC Capital Markets Corporation		22,400,000
Scotia Capital (USA) Inc.		22,400,000
BMO Capital Markets Corp.		14,800,000
CIBC World Markets Corp.		14,800,000
Citigroup Global Markets Inc.		14,800,000
Desjardins Securities International Inc.		14,800,000
Deutsche Bank Securities Inc.		14,800,000
Goldman, Sachs & Co.		14,800,000
NBF Securities (USA) Corp		14,800,000
TD Securities (USA) LLC		14,800,000
Fortis Securities LLC		7,200,000
Rabo Securities USA, Inc.		7,200,000
Total	$	400,000,000

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Schedule 2

Guarantors

Conbord Inc.

Domtar A.W. LLC

Domtar Industries Inc.

Domtar Maine LLC

Domtar Paper Company, LLC

Domtar Wisconsin Dam Corp.

E.B. Eddy Paper, Inc.

Port Huron Fiber Corporation

Ris Paper Company, Inc.

St. Croix Water Power Company

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EX-4.1

Exhibit 4.1

DOMTAR CORPORATION,

THE SUBSIDIARY GUARANTORS PARTY HERETO

and

THE BANK OF NEW YORK MELLON,

as Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of June 9, 2009

10.75% Senior Notes due June 1, 2017

TABLE OF CONTENTS

		PAGE
ARTICLE 1 DEFINITIONS
Section 1.01.	Relation to Original Indenture	2
Section 1.02.	Definition of Terms	2
ARTICLE 2 THE NOTES
Section 2.01.	Designation	2
Section 2.02.	Principal Amount	3
Section 2.03.	Form of Notes; Global Form	3
Section 2.04.	Restrictive Legends	3
Section 2.05.	Registration, Registration of Transfer and Exchange	4
ARTICLE 3 REDEMPTION OF THE NOTES
Section 3.01.	Redemption by the Company	4
ARTICLE 4 DEFEASANCE
Section 4.01.	Defeasance	4
ARTICLE 5 MISCELLANEOUS
Section 5.01.	Ratification of Indenture	5
Section 5.02.	Trustee Not Responsible for Recitals	5
Section 5.03.	Governing Law	5
Section 5.04.	Separability	5
Section 5.05.	Counterparts	5

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 9, 2009 is among DOMTAR CORPORATION, a Delaware corporation (together with its successors and assigns, the “Company”), the subsidiary guarantors listed on the signature pages hereto (each a “Subsidiary Guarantor,” and together, the “Subsidiary Guarantors”) under the Indenture referred to below and THE BANK OF NEW YORK MELLON (successor to The Bank of New York), a New York banking corporation, as Trustee (the “Trustee”) under the Indenture referred to below.

R E C I T A L S

WHEREAS, the Company has heretofore executed and delivered to the Trustee a Senior Indenture, dated as of November 19, 2007, among the Company, Domtar Paper Company, LLC and the Trustee (the “Original Indenture”), as supplemented by the Supplemental Indenture, dated as of February 15, 2008, among the Company, the subsidiary guarantors party thereto and the Trustee (the “First Supplemental Indenture”) and the Second Supplemental Indenture, dated as of February 20, 2008, among the Company, the subsidiary guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with this Supplemental Indenture, the Original Indenture and the First Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of series of the Company’s Securities (as defined in the Original Indenture);

WHEREAS, Section 901(5) of the Original Indenture provides for the Company, the Subsidiary Guarantors and the Trustee to enter into an indenture supplemental to the Original Indenture to establish the form or terms of Securities of any series as permitted by Sections 201 or 301 of the Original Indenture;

WHEREAS, pursuant to Section 301 of the Original Indenture, the Company wishes to provide for the issuance of a new series of Securities to be known as its 10.75% Senior Notes due 2017, the form and terms of such Securities and the terms, provisions and conditions thereof to be set forth as provided in this Supplemental Indenture (the “Notes”);

WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture and all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Company.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Relation to Original Indenture. This Supplemental Indenture constitutes an integral part of the Original Indenture.

Section 1.02. Definition of Terms. For all purposes of this Supplemental Indenture:

(a) Capitalized terms used herein without definition shall have the meanings specified in the Original Indenture;

(b) a term defined anywhere in this Supplemental Indenture has the same meaning throughout;

(c) the singular includes the plural and vice versa;

(d) headings are for convenience of reference only and do not affect interpretation;

(e) the following terms have the meanings given to them in this Section 1.02(e):

Each of the following terms is defined in the section set forth opposite such term:

Term	Section
Company	Preamble
First Supplemental Indenture	Recitals
Global Note	Section 2.03(b)
Indenture	Recitals
Original Indenture	Recitals
Second Supplemental Indenture	Recitals
Subsidiary Guarantor(s)	Preamble
Supplemental Indenture	Preamble
Trustee	Preamble

ARTICLE 2

THE NOTES

Section 2.01. Designation. The Company hereby establishes a series of Securities for issuance under the Indenture designated the “10.75% Senior Notes due 2017.”

2

Section 2.02. Principal Amount. (a) The Notes shall be initially limited to an aggregate principal amount of $400,000,000.

(b) For all purposes of the Indenture, all Notes shall constitute one series of Securities and shall Act together as one series of Securities.

Section 2.03. Payment of Interest; Record Date. The Regular Record Date for the interest payable on any Interest Payment Date of the Securities shall be the fifteenth day of the month preceding the Interest Payment Date.

Section 2.04. Form of Notes; Global Form. (a) The Notes shall be substantially in the form of Exhibit A hereto. The terms and provisions contained in the form of Note set forth in Exhibit A shall constitute, and are hereby expressly made, a part of the Indenture.

Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject.

(b) So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 305 of the Original Indenture, all of the Notes shall be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (collectively, the “Global Notes”) and shall be deposited with the Depositary or the Trustee as custodian therefor. The transfer and exchange of beneficial interests in any such Global Note shall be effected through the Depositary in accordance with the Indenture and the applicable procedures of the Depositary. Except as provided in Section 305 of the Original Indenture, beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note.

Any Global Note shall represent such of the Outstanding Notes as shall be specified therein and shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee in such manner and upon instructions given by or through the Depositary in accordance with the Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made to the Holder of such Note in accordance with the procedures of the Depositary.

Section 2.05. Restrictive Legends. Each Global Note shall bear the following legend on the face thereof:

3

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE

Section 2.06. Registration, Registration of Transfer and Exchange. The Notes shall be subject to the provisions governing registration, registration of transfer and exchange in accordance with the terms and conditions set forth in Section 305 of the Original Indenture.

ARTICLE 3

REDEMPTION OF THE NOTES

Section 3.01. Redemption by the Company. The Notes may be redeemed at the option of the Company on the terms and conditions set forth in the form of Note attached as Exhibit A hereto.

ARTICLE 4

DEFEASANCE

Section 4.01. Defeasance. The Notes shall be subject to defeasance at the option of the Company in accordance with the terms and conditions set forth in Section 1301 of the Original Indenture.

4

ARTICLE 5

MISCELLANEOUS

Section 5.01. Ratification of Indenture. The Original Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent herein and therein provided.

Section 5.02. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

Section 5.03. Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 5.04. Separability. In case any one or more of the provisions contained in this Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, then, to the extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or of the Notes, but this Supplemental Indenture and the Notes shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.

Section 5.05. Counterparts. This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

5

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the day and year first written above.

DOMTAR CORPORATION
By:	/s/ Razvan Theodoru
Name:	Razvan Theodoru
Title:	Vice President and Secretary
DOMTAR PAPER COMPANY, LLC,     as Subsidiary Guarantor
By:	/s/ Razvan Theodoru
Name:	Razvan Theodoru
Title:	Secretary
CONBORD INC.,     as Subsidiary Guarantor
By:	/s/ Razvan Theodoru
Name:	Razvan Theodoru
Title:	Secretary
DOMTAR A.W. LLC,     as Subsidiary Guarantor
By:	/s/ Razvan Theodoru
Name:	Razvan Theodoru
Title:	Secretary
DOMTAR INDUSTRIES INC.,     as Subsidiary Guarantor
By:	/s/ Razvan Theodoru
Name:	Razvan Theodoru
Title:	Secretary

Signature Page to Third Supplemental Indenture

DOMTAR MAINE LLC,     as Subsidiary Guarantor
By:	/s/ Razvan Theodoru
Name:	Razvan Theodoru
Title:	Secretary
DOMTAR WISCONSIN DAM CORP.,     as Subsidiary Guarantor
By:	/s/ Razvan Theodoru
Name:	Razvan Theodoru
Title:	Secretary
E.B. EDDY PAPER, INC.,     as Subsidiary Guarantor
By:	/s/ Razvan Theodoru
Name:	Razvan Theodoru
Title:	Secretary
PORT HURON FIBER CORPORATION,     as Subsidiary Guarantor
By:	/s/ Razvan Theodoru
Name:	Razvan Theodoru
Title:	Secretary
RIS PAPER COMPANY, INC.,     as Subsidiary Guarantor
By:	/s/ Razvan Theodoru
Name:	Razvan Theodoru
Title:	Secretary

Signature Page to Third Supplemental Indenture

ST. CROIX WATER POWER COMPANY,     as Subsidiary Guarantor
By:	/s/ Razvan Theodoru
Name:	Razvan Theodoru
Title:	Secretary
THE BANK OF NEW YORK MELLON,     as Trustee
By:	/s/ Arlene Thelwell
Name:	Arlene Thelwell
Title:	Assistant Vice President

Signature Page to Third Supplemental Indenture

EXHIBIT A

[SPECIMEN BOND]

(FORM OF FACE OF SECURITY)

[Insert Legends As Applicable, Including Legend Required by Section 202 of the Indenture]

DOMTAR CORPORATION

10.75% Notes due 2017

[Date of Issuance]

	CUSIP:
	ISIN:
No.	U.S.$

DOMTAR CORPORATION, a Delaware corporation (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $            (                            United States Dollars) on June 1, 2017, and to pay interest thereon from June 9, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2009, at the rate of 10.75% per annum, on the basis of a 360-day year consisting of twelve 30-day months, until the principal hereof is paid or duly provided for or made available for payment.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth day of the month next preceding such Interest Payment Date (whether or not a Business Day). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed

A-1

by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and any interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of the date first set forth above.

DOMTAR CORPORATION

By:

Name:

Title:

Attest:

Name:

Title:

Certificate of Authentication

This is one of the Securities referred to in the within-mentioned Indenture.

The Bank of New York Mellon, as Trustee
By:
	Authorized Officer

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(FORM OF REVERSE OF SECURITY)

1. INDENTURE

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of November 19, 2007, as supplemented and amended from time to time (herein called the “Indenture”), among the Company, the Subsidiary Guarantors and The Bank of New York Mellon (as successor to The Bank of New York), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, any Subsidiary Guarantor and the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to U.S.$            ; provided, however, that the Company may create and issue further securities ranking pari passu with the Securities in all respects or in all respects except for the payment of interest accruing prior to the issue date of such further securities and except for the first payment of interest following the issue date of such further securities. The Company may consolidate such further securities with the Securities to form a single series, having the same terms as to status, redemption or otherwise as the Securities.

All terms used in this Security that are defined in the Indenture shall have the meaning assigned to them in the Indenture.

2. OPTIONAL REDEMPTION

The Securities of this series are redeemable only in accordance with the following provisions:

(A) The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, at any time, in whole or in part, at the election of the Company at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Securities, and

(ii) as determined by the Independent Investment Banker (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the Securities (not including any portion of the payment of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Adjusted Treasury Rate, plus 50 basis points,

A-4

plus, in each case, accrued and unpaid interest thereon to but excluding the date of redemption.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt of comparable maturity to the remaining term of such Securities.

“Comparable Treasury Price” means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for the redemption date.

“Independent Investment Banker” means one of the Reference Dealers selected by the Company.

“Reference Dealer” means (1) J.P. Morgan Securities Inc. and its successors; provided, however, that if it shall cease to be a primary US Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute for it another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Trustee after consultation with the Company.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted by the Reference Dealer at 5:00 p.m. on the third business day preceding that redemption date.

In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Installments of accrued and unpaid interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of the Securities of this series, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provision of the Indenture.

3. MANDATORY REDEMPTION

A-5

The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Securities.

4. OFFER TO PURCHASE

If a Change of Control occurs, unless the Company has exercised its right to redeem all of the Securities, then the Company shall offer to repurchase from each Holder all or any part (equal to U.S.$1,000 or an integral multiple thereof) of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the date of repurchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) as provided in, and subject to the terms of, the Indenture.

5. SATISFACTION, DISCHARGE AND DEFEASANCE

The Indenture contains provisions for satisfaction, discharge and defeasance of (a) the entire indebtedness on this Security and (b) certain restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein.

6. DEFAULTS AND REMEDIES

The Events of Default relating to the Securities of this series are set forth in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal, premium, if any, accrued but unpaid interest and any other monetary obligations of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then Outstanding Securities of this series by written notice to the Company (and to the Trustee if given by Holders) may declare the principal of, premium, if any, accrued but unpaid interest and any other monetary obligations on all the then Outstanding Securities of this series to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all Outstanding Securities of this series will automatically become due and payable immediately without further action or notice on part of the Trustee or any Holder.

Upon payment of the amount of principal so declared due and payable, of premium, if any, and of overdue interest (to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of, premium, if any, and interest, if any, on the Securities of this series shall terminate.

A-6

7. AMENDMENTS AND WAIVERS

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company, any Subsidiary Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, any Subsidiary Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of this series (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of Securities) may, on behalf of the Holders of all the Securities of this series, waive compliance with any term, provision, covenant or condition of the Indenture, any Subsidiary Guarantee or the Securities of this series. Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of this series (including, without limitation, by consent obtained in connection with a purchase of, or tender offer or exchange offer for, such series of Securities) may, on behalf of the Holders of all the Securities of this series, waive past defaults under certain covenants of the Indenture which relate to this series. However, a default in the payment of the principal of, premium, if any, or interest on, any of the Securities of this series or relating to a provision which under the Indenture cannot be modified or amended without the consent of the Holders of each Outstanding Security of this series affected cannot be so waived. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

8. DENOMINATIONS, TRANSFER AND EXCHANGE

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

A-7

The Securities of this series are issuable only in registered form without coupons in denominations of U.S.$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of any authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

9. TRUSTEE DEALINGS WITH THE COMPANY

Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company with the same rights it would have if it were not Trustee.

10. AUTHENTICATION

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Security.

11. PERSONS DEEMED OWNERS

The Company, any Subsidiary Guarantor, the Trustee and any agent of the Company, any Subsidiary Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes.

12. CUSIP AND ISIN NUMBERS

The Company has caused CUSIP or ISIN numbers, if applicable, to be printed on the Securities and have directed the Trustee to use CUSIP or ISIN numbers, if applicable, in notices of redemption as a convenience to Holders. No representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon and any such notice shall not be affected by any defect in or omission of such numbers.

13. NO RECOURSE AGAINST OTHERS

No recourse under or upon any obligation, covenant or agreement contained in this Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future shareholder, officer or director,

A-8

as such, of the Company, any Subsidiary Guarantor or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement or any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities of this series by the Holders as part of the consideration for the issue of the Securities of this series.

14. GOVERNING LAW

THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE COMPANY AND EACH SUBSIDIARY GUARANTOR AGREES TO SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THE SECURITIES OF THIS SERIES.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Company at the following address:

Domtar Corporation

395 de Maisonneuve Blvd. West

Montreal, Quebec H3A 1L6

Fax No.: (514) 848-6850

Attention: Corporate Secretary

A-9

ASSIGNMENT FORM

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to:

                                                             (Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                 to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:                                     

Your Signature:
	(Sign exactly as your name appears on the face of this Security)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 1201 of the Indenture, check the following box:  ¨

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 1201 of the Indenture, state the amount you elect to have purchased:

U.S.$            

Date:                                                      

Your Signature:                                         

(Sign exactly as your name appears on the face of this Security)

Tax Identification No.:                                         

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-11

EX-5.1

Exhibit 5.1

June 9, 2009

Domtar Corporation

395 de Maisonneuve Blvd. West

Montreal, QC

Canada H3A 1L6

Registration Statement on Form S-3 of

Domtar Corporation

Ladies and Gentlemen:

This opinion is furnished to you in connection with the Registration Statement on Form S-3 (File No. 333-159690) (the “Registration Statement”), including the preliminary prospectus, dated June 3, 2009, and the prospectus, dated June 3, 2009 (the “Prospectus”), filed with the Securities and Exchange Commission (the “Commission”) relating to the issuance and sale by Domtar Corporation, a Delaware corporation (the “Company”), of $400,000,000 aggregate principal amount of its 10.75% Notes due 2017 (the “Securities”). The Securities are fully and unconditionally guaranteed (the “Guarantees”) by the Guarantors listed on Schedule A hereto (collectively, the “Subsidiary Guarantors”).

The Securities have been issued pursuant to the Indenture, dated as of November 19, 2007 (the “Original Indenture”), among the Company, Domtar Paper Company, LLC and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), as supplemented by the Supplemental Indenture, dated as of February 15, 2008, among the Company, the subsidiary guarantors named therein and the Trustee (the “First Supplemental Indenture”) and the Second Supplemental Indenture, dated as of February 20, 2008, among the Company, the subsidiary guarantors named therein and the Trustee (the “Second Supplemental Indenture”), and as further supplemented by the Third Supplemental Indenture, dated as of June 9, 2009, among the Company, the Guarantors and the Trustee providing for the Securities (the “Third Supplemental Indenture” and collectively with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”). The Original Indenture, as supplemented by the Supplemental Indentures, is referred to herein as the “Indenture.”

In furnishing this opinion, we have relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In all such examinations, we have

Domtar Corporation 2 June 9, 2009

assumed without independent investigation or inquiry the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified copies, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as certified or photostatic copies.

In rendering the opinion expressed below, we have assumed without independent investigation or inquiry (i) that the Trustee has the power and authority to execute and deliver and to perform its obligations under the Indenture, (ii) that the Indenture has been duly authorized, executed and delivered by the Trustee, (iii) that the Indenture is a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, and (iv) that the Securities have been duly authenticated on behalf of the Trustee in the manner provided in the Indenture.

Based upon and subject to the foregoing and the assumptions, qualifications and limitations set forth below, we are of the opinion that the Securities constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and each of the Guarantees constitutes a valid and binding obligation of the applicable Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with their terms.

Our opinion is subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) concepts of good faith, reasonableness and fair dealing, and standards of materiality.

The opinions expressed herein are limited to the General Corporation Law of the State of Delaware, the laws of the State of New York and the federal laws of the United States of America, as currently in effect, and we do not express any opinion herein concerning any other laws.

In rendering the opinion expressed above with respect to the Guarantees (i) we have relied, as to all matters relating to the laws of the State of Michigan, on the opinion of Hooper, Hathaway, Price, Beuche & Wallace, P.C., delivered to you today, (ii) we have relied, as to all matters relating to the laws of the State of Maine, on the opinion of Pierce Atwood LLP, delivered to you today, (iii) we have relied, as to all matters relating to the laws of the State of Wisconsin, on the opinion of Quarles & Brady LLP, delivered to you today, and (iv) we have relied, as to all matters relating to the organization, valid existence, power and authority, due authorization and, to the extent governed by the laws of the State of Delaware, due execution and delivery of the Indenture by each of the

Domtar Corporation 3 June 9, 2009

Subsidiary Guarantors organized as a limited liability company in the State of Delaware, on the opinion of Richards, Layton & Finger, P.A., delivered to you today.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on June 9, 2009, incorporated by reference in the Registration Statement and to the reference to our firm under the caption “Legal matters” in the Prospectus. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Debevoise & Plimpton LLP

Domtar Corporation 4 June 9, 2009

Schedule A

Subsidiary Guarantor	State of Organization
Conbord, Inc.	Delaware
Domtar Industries, Inc.	Delaware
E.B. Eddy Paper, Inc.	Delaware
Domtar A.W., LLC	Delaware
Domtar Maine LLC	Delaware
Domtar Paper Company LLC	Delaware
Domtar Wisconsin Dam Corp.	Wisconsin
Port Huron Fiber Corporation	Michigan
Ris Paper Company, Inc.	New York
St. Croix Water Power Company	Maine

EX-5.2

Exhibit 5.2

HOOPER, HATHAWAY, PRICE, BEUCHE & WALLACE

ALAN E. PRICE JAMES R. BEUCHE BRUCE T. WALLACE CHARLES W. BORGSDORF MARK R. DAANE GREGORY A. SPALY WILLIAM J. STAPLETON ANTHONY P. PATTI SUSAN T. CANNELL ANGELA L. JACKSON KENNETH E. W. THOMSON	ATTORNEYS AT LAW 126 SOUTH MAIN STREET ANN ARBOR, MICHIGAN 48104-1945 (734) 662-4426 FAX (734) 662-9559	JOSEPH C. HOOPER 1899-1980 JOHN R. HATHAWAY 1929-2001 JAMES E. EVASHEVSKI OF COUNSEL
	Email: kthomson@hooperhathaway.com

June 9, 2009

Domtar Corporation

395 de Maisonneuve Blvd. West

Montreal, QC

Canada H3A 1L6

Re: Port Huron Fiber Corporation

Ladies and Gentlemen:

We have acted as special Michigan counsel to Port Huron Fiber Corporation, a Michigan corporation (the “Corporation”) in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

In arriving at the opinions expressed below,

1. We have examined and relied on the following (including, but not limited to, the representations and warranties contained therein):

a. The Articles of Incorporation of the Corporation, as filed on October 18, 1993, as amended by the Restated Articles of Incorporation, as filed on November 30, 1993, and by the Restated Articles of Incorporation, as filed on May 27, 1999;

b. The Bylaws of the Corporation (the “Bylaws”);

c. The Written Consent of the Board of Directors, dated February 1, 2008, relating to the Supplemental Indenture for Additional Note Guarantee (the “Initial Consent”);

d. The Written Consent of the Board of Directors, dated as of June 1, 2009 (the “Consent”), relating to certain matters;

DOMTAR CORPORATION

June 9, 2009

Page 2 of 5

e. The Registration Statement on Form S-3, Reg. No. 333-159690 (the “Registration Statement”), including a prospectus (the “Prospectus”), relating to the Notes (as defined therein), as filed with the Securities and Exchange Commission on June 3, 2009;

f. The indenture, dated November 19, 2007 (the “Indenture”) (including the Subsidiary Guarantee of the Corporation set forth therein) and the Supplemental Indenture for Additional Note Guarantee, dated February 15, 2008 (the “First Supplemental Indenture”), entered into among Domtar Corporation, the Corporation, the other subsidiary guarantors party thereto and the Indenture Trustee (as defined therein), in each case attached as an exhibit to the Registration Statement;

g. A Certificate of Good Standing for the Corporation, dated June 8, 2009, obtained from the Michigan Department of Energy, Labor and Economic Growth;

h. A Certificate of an Officer of the Corporation, dated June 5, 2009, as to certain matters;

i. Domtar Corporation’s Current Report on Form 8-K (the “Current Report”), as proposed to be filed with the Securities and Exchange Commission on or about June 9, 2009;

j. A form of supplemental indenture to the Indenture, to be entered into among Domtar Corporation, the Corporation, the other subsidiary guarantors party thereto and the Indenture Trustee (as defined in the Indenture), on or about June 9, 2009, attached as an exhibit to Domtar Corporation’s Current Report on From 8-K (the “Third Supplemental Indenture”); and

k. The underwriting agreement, entered into among Domtar Corporation, the Corporation, the other subsidiary guarantors party thereto, the Indenture Trustee (as defined in the Indenture) and the Underwriters (as defined therein), on June 3, 2009 (the “Underwriting Agreement”).

2. We have made such investigations of law as we have deemed appropriate as a basis for this opinion.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in 1(a)-(k) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs 1(a)-(k) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied as to the factual matters solely upon the foregoing documents, the statements and information set forth

DOMTAR CORPORATION

June 9, 2009

Page 3 of 5

therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

In rendering the opinions expressed below, we have assumed, with your permission, without independent investigation or inquiry, (a) the authenticity of all executed documents submitted to us, (b) the genuineness of all signatures, (c) the conformity to authentic originals of documents submitted to us as certified, conformed or photostatic copies, and (d) the due authorization, execution and delivery of each of the foregoing documents by each party thereto (other than the Corporation).

For the purposes of this opinion, we have assumed (i) that the Bylaws constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including the creation, operation, dissolution and termination of, the Corporation, and that the Bylaws are in full force and effect and have not been amended and no amendment of the Bylaws is pending or has been proposed, (ii) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) except to the extent provided in paragraph 2 below, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, and (v) except to the extent provided in paragraph 3 below, that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents. We have not participated in the preparation of the Registration Statement or Current Report and assume no responsibility for their contents.

Based upon and subject to the foregoing and the qualifications hereinafter set forth, we are of the opinion that:

1. The Corporation is validly existing and in good standing under the Michigan Business Corporation Act, MCL §450.1101 et seq. (the “Act”).

2. Under the Act, the Bylaws, the Initial Consent and the Consent, the Corporation has all necessary corporate power and authority to execute and deliver the Third Supplemental Indenture and to perform its obligations thereunder and under the Indenture and Third Supplemental Indenture.

3. Under the Act, the Bylaws, the Initial Consent, and the Consent the execution and delivery by the Corporation of the Third Supplemental Indenture, and the performance by the Corporation of its obligations under the Third Supplemental Indenture and the Indenture (including the issuance by the Corporation of the Subsidiary Guarantee under Article Fourteen of the Indenture) have been duly authorized by all necessary corporate action on the part of the Corporation.

4. The Third Supplemental Indenture has been duly executed and delivered by the Corporation, to the extent that execution and delivery thereof are governed by the laws of the State of Michigan.

DOMTAR CORPORATION

June 9, 2009

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5. Under the Act, the Bylaws, the Initial Consent and the Consent, the Corporation has all necessary corporate power and authority to file, or cause to be filed, the Current Report with the Securities and Exchange Commission.

Our opinions set forth above are subject to the limitations and effects of (a) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights or remedies generally and (b) general equitable principles (whether considered in a proceeding in equity or at law). Our opinions set forth above are also subject to the effects of (i) an implied covenant of good faith, reasonableness and fair dealing, (ii) limitations on enforceability of rights to the extent any indemnification would violate public policy, and (iii) limitations, to the extent applicable to the Corporation, of any applicable usury laws or other similar laws affecting the charging and collection of interest on loans in the State of Michigan.

We express no opinion as to the validity or perfection of any security interest, or the validity, binding effect or enforceability of the Indenture, First Supplemental Indenture or Third Supplemental Indenture to the extent that the Indenture, First Supplemental Indenture or Third Supplemental Indenture grants or purports to grant a security interest.

We express no opinion as to the ability or viability of the Corporation to undertake, fulfill or satisfy any of its financial obligations under the Indenture, First Supplemental Indenture or Third Supplemental Indenture and have not reviewed or investigated the financial statements and/or the financial status of the Corporation, all of which are subject to the limitations set forth herein.

We express no opinion as to the effect of, or compliance with, any laws of the State of Michigan regarding fraudulent transfers or conveyances, or provisions of Michigan law restricting dividends, loans or other distributions by a corporation or for the benefit of its stockholders.

We express no opinion as to the laws of any jurisdiction other than the laws of the State of Michigan (excluding the securities laws of the State of Michigan) that, in our experience, are generally applicable to transactions of this type. In particular, and without limiting the generality of the foregoing, we express no opinion as to the laws of any jurisdiction or as to the effect of such laws, whether limiting, prohibitive or otherwise, on any of the rights or obligations of any other party to or beneficiary of the Indenture.

The opinions expressed herein are given solely as of the date hereof. We assume no obligation to supplement this opinion if any applicable laws change after the date of this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion.

We hereby consent to the filing of this opinion as an exhibit to Domtar Corporation’s Current Report on Form 8-K filed on or about June 9, 2009, incorporated by reference in the Registration Statement, and to the reference to our firm under the caption “Legal matters” in the Prospectus. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and

DOMTAR CORPORATION

June 9, 2009

Page 5 of 5

regulations of the Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose.

Very truly yours,

HOOPER, HATHAWAY, PRICE, BEUCHE & WALLACE

/s/ Kenneth E. W. Thomson

Kenneth E. W. Thomson

EX-5.3

Exhibit 5.3

One Monument Square

Portland, ME 04101-1110

207-791-1100 voice

207-791-1350 fax

info@pierceatwood.com

pierceatwood.com

June 9, 2009

Domtar Corporation

395 de Maisonneuve Blvd. West

Montreal, QC

Canada H3A 1L6

Re: St. Croix Water Power Company

Ladies and Gentlemen:

We have acted as special Maine counsel for St. Croix Water Power Company, a Maine corporation (the “Company”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a) The Articles of Incorporation of the Company, dated as of February 20, 1903, as filed in the office of the Secretary of State of the State of Maine (the “Secretary of State”), as amended by amendments filed in the office of the Secretary of State on July 24, 1919 and January 13, 1937 (as so amended, the “Articles of Incorporation”);

(b) The Bylaws of the Company as amended to date (as so amended, the “Bylaws”);

(c) The Written Consent of the Board of Directors of the Company, dated as of February 1, 2008 (the “2008 Consent”) and the Written Consent of the Board of Directors of the Company, dated as of June 1, 2009 (the “2009 Consent”), relating to certain matters;

(d) The Registration Statement on Form S-3 (File No. 333-159690) (the “Registration Statement”), including a prospectus (the “Prospectus”), relating to the notes (as defined therein) of Domtar Corporation, as filed by Domtar Corporation, the Company and certain of their affiliates with the Securities and Exchange Commission on June 3, 2009;

(e) The Indenture (the “Indenture”), dated as of November 19, 2007, among Domtar Corporation, Domtar Paper Company, LLC and the Trustee (as defined therein), as supplemented by the Supplemental Indenture for Additional Note Guarantee (the “First Supplemental Indenture”), dated as of February 15, 2008, among Domtar Corporation, Domtar Paper Company, LLC, the Company, certain other affiliates of the Company and the Trustee, the

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June 9, 2009

Second Supplemental Indenture for Additional Note Guarantee, dated as of February 20, 2008, among Domtar Corporation, Domtar Paper Company, LLC, Ris Paper Company, Inc. and the Trustee, and the Third Supplemental Indenture for Additional Note Guarantee (the “Supplemental Indenture”), dated as of June 9, 2009, among Domtar Corporation, Domtar Paper Company, LLC, the Company, certain other affiliates of the Company and the Trustee; and

(f) A Certificate of Good Standing for the Company, dated June 9, 2009, obtained from the Secretary of State.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (f) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (f) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein.

We have assumed (a) the authenticity and completeness of documents purporting to be originals (whether examined in original or copy form), the conformity to originals of documents purporting to be photostatic copies of originals, and the genuineness of all signatures, (b) that each of the Trustee and the signatories to the Indenture, the First Supplemental Indenture and the Supplemental Indenture other than the Company has all requisite power and authority and has taken all necessary corporate or other actions to execute and deliver the instruments and agreements to which it is a party and to effect the transactions contemplated thereby, (c) the accuracy and completeness of all statements contained in certificates of public officials, upon which we have relied in preparing this opinion, and (d) the completeness of all corporate records of the Company furnished to us, but which on their face appear to be complete.

In rendering the opinions set forth herein, we have also, with your approval, assumed the accuracy and completeness of all factual representations made by the parties in the Indenture, the First Supplemental Indenture and the Supplemental Indenture and all statements of fact made to us by the Company. As to certain matters of fact not within our knowledge, we have relied solely on factual representations by the Company, and our opinion is, therefore, as to such factual matters, based solely thereon. We have not undertaken any independent investigation to verify any matters of fact, representations or statements made to us.

In rendering this opinion, we have relied as to matters of fact, without independent investigation, upon an Officer’s Certificate of the Company, dated the date hereof, certifying as to the 2008 Consent, the 2009 Consent, the Articles of Incorporation, the Bylaws and certain other matters, as specified therein.

We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Maine (excluding the securities laws of the State of Maine), and we have not considered and express no opinion on the laws of any

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June 9, 2009

other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Maine laws and rules, regulations and orders thereunder that are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Maine as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing in good standing as a corporation under Maine law governing corporations.

2. Under the Maine Business Corporation Act, 13-C M.R.S. Section 101 et seq. (the “Act”) (as then in effect), the Articles of Incorporation (as then in effect), the Bylaws (as then in effect) and the 2008 Consent, the Company has all necessary corporate power and authority to execute and deliver the First Supplemental Indenture and the Supplemental Indenture, and to perform its obligations thereunder. To the extent governed by the Act, each of the First Supplemental Indenture and the Supplemental Indenture has been duly executed and delivered by the Company.

3. Under the Act (as then in effect), the Articles of Incorporation (as then in effect), the Bylaws (as then in effect) and the 2008 Consent, the execution and delivery by the Company of the First Supplemental Indenture and the performance by the Company of its obligations under the First Supplemental Indenture have been duly authorized by all necessary corporate action on the part of the Company. Under the Act, the Articles of Incorporation, the Bylaws and the 2009 Consent, the execution and delivery by the Company of the Supplmental Indenture, and the performance by the Company of its obligations under the Supplemental Indenture, have been duly authorized by all necessary corporate action on the part of the Company.

4. Under the Act, the Articles of Incorporation, the Bylaws and the 2009 Consent, the Company has all necessary corporate power and authority to file, or cause to be filed, with the Securities and Exchange Commission the Registration Statement, and the execution and filing thereof by the Company has been duly authorized by all necessary corporate action on the part of the Company.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to Domtar Corporation’s Current Report on Form 8-K filed on or about June 9, 2009, incorporated by reference in the Registration Statement. We also consent to Debevoise & Plimpton LLP’s and Simpson Thacher & Bartlett LLP’s relying as to matters of Maine law upon this opinion in connection with an opinion to be rendered by it on the date hereof. In addition, we hereby consent to the use of our name under the heading “Legal matters” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or

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June 9, 2009

the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose.

Very truly yours,
PIERCE ATWOOD LLP
By:	/s/ David Champoux
	A Partner

EX-5.4

Exhibit 5.4

June 9, 2009

Domtar Corporation

395 de Maisonneuve Blvd. West

Montreal, QC

Canada H3A 1L6

RE: Domtar Wisconsin Dam Corp.

Ladies and Gentlemen:

We have acted as special Wisconsin counsel to Domtar Wisconsin Dam Corp. (“Wisconsin Subsidiary Guarantor”), in connection with the matters set forth herein. Our knowledge of the business, records, transactions and activities of Domtar Corporation (the “Company”) and the Wisconsin Subsidiary Guarantor is limited to the information which has been brought to our attention by the Company and the Wisconsin Subsidiary Guarantor or their counsel or by the documents specifically referred to herein.

In connection with this opinion, we have examined and relied upon the originals or certified, conformed or reproduction copies of (a) the third supplemental indenture to be entered into by the Company, the subsidiary guarantors party thereto (including the Wisconsin Subsidiary Guarantor), and The Bank of New York Mellon, successor to The Bank of New York, as Trustee (the “Trustee”) dated as of June 9, 2009 (the “Third Supplemental Indenture”), to the Indenture, dated as of November 19, 2007 (as amended, supplemented, waived or otherwise modified, the “Indenture”), by and among the Company, the subsidiary guarantors party thereto (including the Wisconsin Subsidiary Guarantor) and The Bank of New York, (b) an Officers’ Certificate of the Company stating that all of the conditions precedent to the execution of the Third Supplemental Indenture have been complied with, (c) the Articles of Incorporation, the Bylaws and other documents from the Wisconsin Subsidiary Guarantor; (d) a certificate of status for the Wisconsin Subsidiary Guarantor issued by the Wisconsin Department of Financial Institutions as of June 1, 2009 (the “Certificate of Status”); (e) the Registration Statement on Form S-3 (the “Registration Statement”), including a preliminary prospectus (the “Prospectus”), relating to, inter alia, the Notes (as defined therein), as filed with the Securities and Exchange Commission on June 3, 2009; and (f) such other records, agreements, instruments, documents and certificates of public officials, officers and representatives of the Company, the subsidiary guarantors party thereto and the Wisconsin Subsidiary Guarantor and others, and we have made such investigations of law, as in our opinion are necessary or appropriate to enable us to render the opinions expressed below. We have examined and relied as to factual matters upon, and

Domtar Corporation

June 9, 2009

Page 2

have assumed the accuracy of, the statements made in the certificates of public officials, officers or representatives of the Company, the subsidiary guarantors party thereto and the Wisconsin Subsidiary Guarantor or others, including the Certificate of Status, delivered to us and certificates and other statements or information of or from public officials and officers or representatives of the Company, the subsidiary guarantors parties thereto and the Wisconsin Subsidiary Guarantors or others and our opinion in paragraph 1 below is based upon our review of the Certificate of Status. We assume that the Third Supplemental indenture will be executed and delivered in substantially the same form as reviewed by us. We have read the conditions set forth in the Indenture relating to the execution and delivery of the Third Supplemental Indenture and the related definitions.

In rendering the opinions expressed below, we have assumed, with your permission, without independent investigation or inquiry, (a) the authenticity and completeness of all documents submitted to us as originals, (b) the genuineness of all signatures, including electronic signatures, on all documents that we examined and the legal capacity of all natural persons executing documents, (c) the authenticity of all original or certified copies, and the conformity to authentic originals of documents submitted to us as certified, conformed or reproduction copies, (d) that the Indenture has been duly authorized, executed and delivered by the Company, the subsidiary guarantors parties thereto and the Trustee, and is the valid and binding obligation of the Company, the subsidiary guarantors parties thereto and the Trustee and is enforceable against such parties in accordance with its terms, and (e) the due authorization, execution and delivery of the Third Supplemental Indenture by the Trustee, the Company, the subsidiary guarantors parties thereto and all other parties except the Wisconsin Subsidiary Guarantor.

Based upon and subject to foregoing, we are of the opinion that:

(1) The Wisconsin Subsidiary Guarantor is validly existing under the laws of the State of Wisconsin.

(2) The Wisconsin Subsidiary Guarantor has all necessary corporate power and authority to execute and deliver the Third Supplemental Indenture;

(3) The execution and delivery of the Third Supplemental Indenture, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action on the part of the Wisconsin Subsidiary Guarantor; and

(4) The Third Supplemental Indenture has been duly executed and delivered to the extent execution and delivery thereof are governed by the laws of the State of Wisconsin.

We express no opinion as to the laws of any jurisdiction other than the laws of the State of Wisconsin, as currently in effect, in each case that in our experience are generally applicable to transactions of the type contemplated by the Indenture and the Third Supplemental Indenture, without regard to the particular nature of the business conducted by the Company or the

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June 9, 2009

Page 3

Wisconsin Subsidiary Guarantor and we shall have no continuing obligation to inform the Company or the Trustee of changes in law or fact subsequent to the date hereof or of facts of which we become aware after the date hereof. Additionally, we express no opinion as to compliance by the Wisconsin Subsidiary Guarantor with federal or state laws, statutes and regulations generally applicable to the conduct of its business or as to consents, approvals or other actions by federal or state regulatory authorities generally required for the conduct of its business, in each case other than such federal or state laws, statutes and regulations which are in our experience generally applicable to general business entities not engaged in regulated business activities and to transactions of the type contemplated between the Company, the Trustee and the Wisconsin Subsidiary Guarantor, as contemplated in the Indenture or the Third Supplemental Indenture.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K to be filed with on or about June 9, 2009, incorporated by reference into the Registration Statement. We also consent to Debevoise & Plimpton LLP’s relying as to matters of Wisconsin law upon this opinion in connection with an opinion to be rendered by it on the date hereof. In addition, we hereby consent to the use of our name under the heading “Legal matters” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person for any purpose.

This opinion letter is limited to, and no opinion is implied or may be inferred beyond, the matters expressly stated herein. Without limiting the foregoing, we express no opinion about the enforceability of the Indenture or the Third Supplemental Indenture against the Wisconsin Subsidiary Guarantor or any other party thereto. The opinions expressed herein are rendered only as of the date hereof, and we assume no responsibility to advise you of facts, circumstances, changes in law, or other events or developments that hereafter may occur or be brought to our attention and that may alter, affect or modify the opinions expressed herein.

Very truly yours,

/s/ QUARLES & BRADY LLP

EX-5.5

Exhibit 5.5

[Letterhead of Richards, Layton & Finger, P.A.]

June 9, 2009

Domtar A.W. LLC

100 Kingsley Park Drive

Fort Mill, SC 29715

Re: Domtar A.W. LLC

Ladies and Gentlemen:

We have acted as special Delaware counsel for Domtar A.W. LLC, a Delaware limited liability company that was formerly a Delaware corporation named “Domtar A.W. Corp.” (the “Company”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a) The Certificate of Incorporation of Domtar A.W. Corp., dated May 24, 2001, as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on May 24, 2001 (the “Certificate of Incorporation”);

(b) The By-Laws of Domtar A.W. Corp. (the “By-Laws”);

(c) The Action of the Board of Directors of Domtar A.W. Corp. Taken by Unanimous Written Consent, dated as of February 1, 2008 (the “Initial Consent”);

(d) The Unanimous Written Consent of the Board of Directors of Domtar A.W. Corp., dated April 30, 2009;

(e) The Consent of the Sole Stockholder of Domtar A.W. Corp., dated April 30, 2009;

(f) The Certificate of Conversion to Limited Liability Company of Domtar A.W. Corp. to Domtar A.W. LLC, dated April 30, 2009, as filed in the office of the Secretary of State on April 30, 2009;

(g) The Certificate of Formation of Domtar A.W. LLC, dated as of April 30, 2009, as filed in the office of the Secretary of State on April 30, 2009;

(h) The Limited Liability Company Operating Agreement of Domtar A.W. LLC, dated as of April 30, 2009, executed by Domtar Enterprises Inc., as the sole member (the “Initial Member”);

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(i) The Assignment of Limited Liability Company Interest and Amendment to Limited Liability Company Operating Agreement of Domtar A.W. LLC, dated as of April 30, 2009, between the Initial Member and Domtar Corporation;

(j) The Amended and Restated Limited Liability Company Operating Agreement of Domtar A.W. LLC, dated as of April 30, 2009 (the “LLC Agreement”), executed by Domtar Corporation, as the sole member (the “Member”);

(k) The Unanimous Written Consent to Action Without Meeting of the Board of Managers of Domtar A.W. LLC, dated as of June 1, 2009 (the “Second Consent” and, together with the Initial Consent, the “Consents”), acknowledged and agreed to by the Member;

(l) The Registration Statement on Form S-3, filed by Domtar Corporation, the Company and the other registrants as provided on the signature pages thereto with the Securities and Exchange Commission on June 3, 2009, File No. 333-159690 (the “Registration Statement”), including a prospectus (the “Prospectus”), relating to, inter alia, the Notes (as defined therein);

(m) The Indenture (including the Subsidiary Guarantees of the Subsidiary Guarantors (each as defined therein) set forth therein) (the “Indenture”), dated as of November 19, 2007, among Domtar Corporation, Domtar Paper Company, LLC (“Domtar Paper”) and The Bank of New York (now known as “The Bank of New York Mellon”), as Trustee (the “Trustee”);

(n) The Supplemental Indenture for Additional Note Guarantee, dated as of February 15, 2008 (the “First Supplemental Indenture”), among the New Subsidiary Guarantors (as defined therein), Domtar Corporation, Domtar Paper and the Trustee;

(o) The Second Supplemental Indenture for Additional Note Guarantee, dated as of February 20, 2008, among the New Subsidiary Guarantor (as defined therein), Domtar Corporation, Domtar Paper and the Trustee;

(p) The Third Supplemental Indenture, dated as of June 9, 2009, among Domtar Corporation, the Company, the other Subsidiary Guarantors (as defined therein) and the Trustee (the “Third Supplemental Indenture”);

(q) A Certificate of an Officer of the Company, dated of even date herewith, as to certain matters; and

(r) A Certificate of Good Standing for the Company, dated June 8, 2009, obtained from the Secretary of State.

Capitalized terms used herein and not otherwise defined are used as defined in the LLC Agreement. The Certificate of Incorporation, the By-Laws and the LLC Agreement are referred to collectively as the “Governing Documents”.

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June 9, 2009

Page 3

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (r) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (r) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied as to factual matters solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (ii) the legal capacity of natural persons who are parties to the documents examined by us, (iii) except to the extent provided in paragraphs 2 and 5 below, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, and (iv) except to the extent provided in paragraphs 3, 4, 6 and 7 below, that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. The Company has been duly formed and is validly existing in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Act”).

2. Under the Act, the General Corporation Law of the State of Delaware, 8 Del. C. § 101, et seq. (together with the Act, the “Governing Laws”), the Governing Documents

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June 9, 2009

Page 4

and the Consents, the Company has all necessary corporate or limited liability company power and authority to execute and deliver the First Supplemental Indenture, and to perform its obligations thereunder.

3. Under the Governing Laws, the Governing Documents and the Consents, the execution and delivery by the Company of the First Supplemental Indenture, and the performance by the Company of its obligations under the First Supplemental Indenture, have been duly authorized by all necessary corporate or limited liability company action on the part of the Company.

4. Under the Governing Laws, the Governing Documents and the Consents, the First Supplemental Indenture has been duly executed and delivered by the Company.

5. Under the Act, the LLC Agreement and the Second Consent, the Company has all necessary limited liability company power and authority to execute and deliver the Third Supplemental Indenture, and to perform its obligations thereunder.

6. Under the Act, the LLC Agreement and the Second Consent, the execution and delivery by the Company of the Third Supplemental Indenture, and the performance by the Company of its obligations under the Third Supplemental Indenture, have been duly authorized by all necessary limited liability company action on the part of the Company.

7. Under the Act, the LLC Agreement and the Second Consent, the Third Supplemental Indenture has been duly executed and delivered by the Company.

8. Under the Act, the LLC Agreement and the Second Consent, the Company has all necessary limited liability company power and authority to execute the Registration Statement and to file the Registration Statement with the Securities and Exchange Commission.

We consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on or about June 9, 2009, incorporated by reference in the Registration Statement. We also consent to Debevoise & Plimpton LLP’s relying as to matters of Delaware law upon this opinion in connection with an opinion to be rendered by it on the date hereof. In addition, we hereby consent to the use of our name under the heading “Legal matters” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

GWL/JJN/TNP

[Letterhead of Richards, Layton & Finger, P.A.]

June 9, 2009

Domtar Maine LLC

100 Kingsley Park Drive

Fort Mill, SC 29715

Re: Domtar Maine LLC

Ladies and Gentlemen:

We have acted as special Delaware counsel for Domtar Maine LLC, a Delaware limited liability company that was formerly a Delaware corporation named “Domtar ME. Corp.” and then “Domtar Maine Corp.” (the “Company”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a) The Certificate of Incorporation of Domtar ME. Corp., dated May 24, 2001, as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on May 24, 2001, as amended by the Certificate of Amendment of Certificate of Incorporation Before Payment of Any Part of the Capital of the Corporation, dated June 11, 2001, as filed in the office of the Secretary of State on June 11, 2001 (which changed the name to “Domtar Maine Corp.”) (as so amended, the “Certificate of Incorporation”);

(b) The By-Laws of Domtar Maine Corp. (the “By-Laws”);

(c) The Action of the Board of Directors of Domtar Maine Corp. Taken by Unanimous Written Consent, dated as of February 1, 2008 (the “Initial Consent”);

(d) The Unanimous Written Consent of the Board of Directors of Domtar Maine Corp., dated April 30, 2009;

(e) The Consent of the Sole Stockholder of Domtar Maine Corp., dated April 30, 2009;

(f) The Certificate of Conversion to Limited Liability Company of Domtar Maine Corp. to Domtar Maine LLC, dated April 30, 2009, as filed in the office of the Secretary of State on April 30, 2009;

(g) The Certificate of Formation of Domtar Maine LLC, dated as of April 30,

Domtar Maine LLC

June 9, 2009

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2009, as filed in the office of the Secretary of State on April 30, 2009;

(h) The Limited Liability Company Operating Agreement of Domtar Maine LLC, dated as of April 30, 2009, executed by Domtar U.S.A. Corp., as the sole member (the “Initial Member”);

(i) The Assignment of Limited Liability Company Interest and Amendment to Limited Liability Company Operating Agreement of Domtar Maine LLC, dated as of April 30, 2009, between the Initial Member and Domtar America Corp. (“Domtar America”);

(j) The Assignment of Limited Liability Company Interest and Amendment to Limited Liability Company Operating Agreement of Domtar Maine LLC, dated as of April 30, 2009, between Domtar America and Domtar Enterprises Inc. (“Domtar Enterprises”);

(k) The Assignment of Limited Liability Company Interest and Amendment to Limited Liability Company Operating Agreement of Domtar Maine LLC, dated as of April 30, 2009, between Domtar Enterprises and Domtar Corporation;

(l) The Amended and Restated Limited Liability Company Operating Agreement of Domtar Maine LLC, dated as of April 30, 2009 (the “LLC Agreement”), executed by Domtar Corporation, as the sole member (the “Member”);

(m) The Unanimous Written Consent to Action Without Meeting of the Board of Managers of Domtar Maine LLC, dated as of June 1, 2009 (the “Second Consent” and, together with the Initial Consent, the “Consents”), acknowledged and agreed to by the Member;

(n) The Registration Statement on Form S-3, filed by Domtar Corporation, the Company and the other registrants as provided on the signature pages thereto with the Securities and Exchange Commission on June 3, 2009, File No. 333-159690 (the “Registration Statement”), including a prospectus (the “Prospectus”), relating to, inter alia, the Notes (as defined therein);

(o) The Indenture (including the Subsidiary Guarantees of the Subsidiary Guarantors (each as defined therein) set forth therein) (the “Indenture”), dated as of November 19, 2007, among Domtar Corporation, Domtar Paper Company, LLC (“Domtar Paper”) and The Bank of New York (now known as “The Bank of New York Mellon”), as Trustee (the “Trustee”);

(p) The Supplemental Indenture for Additional Note Guarantee, dated as of February 15, 2008 (the “First Supplemental Indenture”), among the New Subsidiary Guarantors (as defined therein), Domtar Corporation, Domtar Paper and the Trustee;

(q) The Second Supplemental Indenture for Additional Note Guarantee, dated as of February 20, 2008, among the New Subsidiary Guarantor (as defined therein), Domtar Corporation, Domtar Paper and the Trustee;

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June 9, 2009

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(r) The Third Supplemental Indenture, dated as of June 9, 2009, among Domtar Corporation, the Company, the other Subsidiary Guarantors (as defined therein) and the Trustee (the “Third Supplemental Indenture”);

(s) A Certificate of an Officer of the Company, dated of even date herewith, as to certain matters; and

(t) A Certificate of Good Standing for the Company, dated June 8, 2009, obtained from the Secretary of State.

Capitalized terms used herein and not otherwise defined are used as defined in the LLC Agreement. The Certificate of Incorporation, the By-Laws and the LLC Agreement are referred to collectively as the “Governing Documents”.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (t) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (t) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied as to factual matters solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (ii) the legal capacity of natural persons who are parties to the documents examined by us, (iii) except to the extent provided in paragraphs 2 and 5 below, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, and (iv) except to the extent provided in paragraphs 3, 4, 6 and 7 below, that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating

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thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. The Company has been duly formed and is validly existing in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Act”).

2. Under the Act, the General Corporation Law of the State of Delaware, 8 Del. C. § 101, et seq. (together with the Act, the “Governing Laws”), the Governing Documents and the Consents, the Company has all necessary corporate or limited liability company power and authority to execute and deliver the First Supplemental Indenture, and to perform its obligations thereunder.

3. Under the Governing Laws, the Governing Documents and the Consents, the execution and delivery by the Company of the First Supplemental Indenture, and the performance by the Company of its obligations under the First Supplemental Indenture, have been duly authorized by all necessary corporate or limited liability company action on the part of the Company.

4. Under the Governing Laws, the Governing Documents and the Consents, the First Supplemental Indenture has been duly executed and delivered by the Company.

5. Under the Act, the LLC Agreement and the Second Consent, the Company has all necessary limited liability company power and authority to execute and deliver the Third Supplemental Indenture, and to perform its obligations thereunder.

6. Under the Act, the LLC Agreement and the Second Consent, the execution and delivery by the Company of the Third Supplemental Indenture, and the performance by the Company of its obligations under the Third Supplemental Indenture, have been duly authorized by all necessary limited liability company action on the part of the Company.

7. Under the Act, the LLC Agreement and the Second Consent, the Third Supplemental Indenture has been duly executed and delivered by the Company.

8. Under the Act, the LLC Agreement and the Second Consent, the Company has all necessary limited liability company power and authority to execute the Registration Statement and to file the Registration Statement with the Securities and Exchange Commission.

We consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on or about June 9, 2009, incorporated by reference in the Registration

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Statement. We also consent to Debevoise & Plimpton LLP’s relying as to matters of Delaware law upon this opinion in connection with an opinion to be rendered by it on the date hereof. In addition, we hereby consent to the use of our name under the heading “Legal matters” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

GWL/JJN/TNP

[Letterhead of Richards, Layton & Finger, P.A.]

June 9, 2009

Domtar Paper Company, LLC

395 de Maisonneuve Blvd. West

Montreal, QC

Canada H3A 1L6

Re: Domtar Paper Company, LLC

Ladies and Gentlemen:

We have acted as special Delaware counsel for Domtar Paper Company, LLC, a Delaware limited liability company (the “Company”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a) The Certificate of Formation of the Company, dated as of August 18, 2006, as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on August 18, 2006 (under the name “Weyerhaeuser Eli, LLC”), as amended by the Certificate of Amendment thereto, dated November 15, 2006 (changing the name of the Company from “Weyerhaeuser Eli, LLC” to “Domtar Paper Company, LLC”), as filed in the office of the Secretary of State on November 15, 2006, as further amended by the Certificate of Amendment thereto, dated October 24, 2007, as filed in the office of the Secretary of State on October 26, 2007;

(b) The Limited Liability Company Agreement of the Company, dated as of August 18, 2006, executed by Weyerhaeuser Company, as the sole member (the “Initial Member”);

(c) The Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 1, 2007, executed by the Initial Member;

(d) The Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 7, 2007, executed by Domtar Corporation, as the sole member (the “Member”), as amended by the First Amendment thereto, dated as of June 1, 2009 (as so amended, the “LLC Agreement”);

(e) The Unanimous Written Consent to Action Without Meeting of the Board of Directors of the Company, dated as of September 18, 2007 (the “Initial Consent”);

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June 9, 2009

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(f) The Unanimous Written Consent to Action Without Meeting of the Board of Directors of the Company, dated as of June 1, 2009 (the “Second Consent” and, together with the Initial Consent, the “Consents”), acknowledged and agreed to by the Member;

(g) The Registration Statement on Form S-3, filed by Domtar Corporation, the Company and the other registrants as provided on the signature pages thereto with the Securities and Exchange Commission on June 3, 2009, File No. 333-159690 (the “Registration Statement”), including a prospectus (the “Prospectus”), relating to, inter alia, the Notes (as defined therein);

(h) The Indenture (including the Subsidiary Guarantees of the Subsidiary Guarantors (each as defined therein) set forth therein) (the “Indenture”), dated as of November 19, 2007, among Domtar Corporation, the Company and The Bank of New York (now known as “The Bank of New York Mellon”), as Trustee (the “Trustee”);

(i) The Supplemental Indenture for Additional Note Guarantee, dated as of February 15, 2008, among the New Subsidiary Guarantors (as defined therein), Domtar Corporation, the Company and the Trustee;

(j) The Second Supplemental Indenture for Additional Note Guarantee, dated as of February 20, 2008, among the New Subsidiary Guarantor (as defined therein), Domtar Corporation, the Company and the Trustee;

(k) The Third Supplemental Indenture, dated as of June 9, 2009, among Domtar Corporation, the Company, the other Subsidiary Guarantors (as defined therein) and the Trustee (the “Third Supplemental Indenture”);

(l) A Certificate of an Officer of the Company, dated of even date herewith, as to certain matters; and

(m) A Certificate of Good Standing for the Company, dated June 8, 2009, obtained from the Secretary of State.

Capitalized terms used herein and not otherwise defined are used as defined in the LLC Agreement.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (m) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (m) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied as to factual matters solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

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June 9, 2009

Page 3

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (ii) the legal capacity of natural persons who are parties to the documents examined by us, (iii) except to the extent provided in paragraphs 2 and 5 below, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, and (iv) except to the extent provided in paragraphs 3, 4, 6 and 7 below, that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. The Company has been duly formed and is validly existing in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Act”).

2. Under the Act, the LLC Agreement and the Consents, the Company has all necessary limited liability company power and authority to execute and deliver the Indenture, and to perform its obligations thereunder.

3. Under the Act, the LLC Agreement and the Consents, the execution and delivery by the Company of the Indenture, and the performance by the Company of its obligations under the Indenture, have been duly authorized by all necessary limited liability company action on the part of the Company.

4. Under the Act, the LLC Agreement and the Consents, the Indenture has been duly executed and delivered by the Company.

5. Under the Act, the LLC Agreement and the Second Consent, the Company

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Page 4

has all necessary limited liability company power and authority to execute and deliver the Third Supplemental Indenture, and to perform its obligations thereunder.

6. Under the Act, the LLC Agreement and the Second Consent, the execution and delivery by the Company of the Third Supplemental Indenture, and the performance by the Company of its obligations under the Third Supplemental Indenture, have been duly authorized by all necessary limited liability company action on the part of the Company.

7. Under the Act, the LLC Agreement and the Second Consent, the Third Supplemental Indenture has been duly executed and delivered by the Company.

8. Under the Act, the LLC Agreement and the Second Consent, the Company has all necessary limited liability company power and authority to execute the Registration Statement and to file the Registration Statement with the Securities and Exchange Commission.

We consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on or about June 9, 2009, incorporated by reference in the Registration Statement. We also consent to Debevoise & Plimpton LLP’s relying as to matters of Delaware law upon this opinion in connection with an opinion to be rendered by it on the date hereof. In addition, we hereby consent to the use of our name under the heading “Legal matters” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

GWL/JJN