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NIPPON PAPER INDUSTRIES USA CO,LTD.
VIA EMAIL AND CERTIFIED MAIL
City of Port Angeles
Attn: City Manager
P.O. Box I150
Port Angeles, WA 9E362
dmckeen@cityofoa.us
RE: Request for Consent
Dear Mr. McKeen:
I am writing to confirm our recent announcement conceming the sale ofNippon Paper Industries
USA Co., Ltd. to McKinley Paper Company.
As we stated in our e--ail, Nippon Paper Industries USA Co., Ltd. ("NPIUSA) has entered into
an agreement to sell substantially all of the assets held in connection with its business (the
"Transaction") to McKinley Paper Company, a New Mexico corporation ("McKinley"). The
parties expect to close the Transaction on or before March 3 1 , 2017 (the "Closing").
As a result of the Transaction, McKinley will assume all rights and obligations of NPIUSA under
the Water Supply Contract dated December 5, 1989, as amended by that First Amendment dated
January I, 1998 (collectively, the "Agreement"). We do not anticipate that the proposed
Transaction or the assignment ofthe Agreement will have any significant effect on the
arrangements under the Agreement, other than McKinley will be resporsible for all rights and
obligations going forward. The Agreement, however, provides that we must seek your written
consent to the assigument of the Agreement.
It is important to us that this transition is as smooth as possible for our business partners, and we
are confident that McKinley will continue to build the success we have achieved in the Port
Angeles region. McKinley is recognized as one of the most sustainable paper and packaging
companies in the United States. The company is committed to using eco-friendly processes to
provide high-quality products to its customers. We know that McKinley is excited to join and
contribute to our local community.
We would appreciate it if you would sign below to confirm your consent to the assignment of the
Agreement to McKinley. Please return the signed document to us via ernail to
rschaefer@riddellwilliams.com or facsimile at 206-389-1708 (Atrn: RACHEL SCHAEFER) as
soon as possible.
4816.778&7t32 0r
1815 Marine Drive, Port Angeles, Washington 98363
March 3,2017
City of Port Angeles
Page 2
If you have any questions about this matter, or require additional information,please feel free to
contact Steve Johnson, VP—Mill &Power Manager,at(360) 565-7034 or
stevenjohnson(a
npiusa.com. Thank you for your assistance and prompt attention to this matter.
Sincerely,
NIPPON PAPER INDUSTRIES USA CO., LTD
Yoshifumi (Chris)Nagaura, President
CONSENT TO ASSIGNMENT
By its execution hereof, City of Port Angeles hereby(i)irrevocably and unconditionally consents
and agrees to the assignment of the aforementioned Agreement to McKinley as described above,
effective upon the Closing of the Transaction; (ii) waives any further or additional notice or
consent requirements related to the Transaction described above under the Agreement or
otherwise; (iii) agrees that McKinley shall be responsible for and shall perform and satisfy all of
the customer's duties and obligations under the Agreement that arise from and after such
Closing, and that following such Closing,NPIUSA shall have no further rights,interests,duties
or obligations under the Agreement; and(iv)confirms that(a) the Agreement is currently in full
force and effect, (b) no event of default currently exists, and(c)the Agreement shall remain in
full force and effect immediately following consummation of the transaction described above.
The undersigned further agrees that all future notices required to be sent to the Customer under
the Agreement shall be sent to:
McKinley Paper Company
1815 Marine Drive
Port Angeles,WA 98362
Telephone: (360)457-4474
Fax: (360) 457-2893
With a copy to:
c/o Bio Pappel S.A.B. de C.V.
Av. Ej6rcito Nacional No. 1130
Piso 8
Col. Los Morales Polanco,CP
11510 M6xico, Mexico City
Attention: Lic. Gabriel Villegas Salazar—Director Juridico Corporativo(General Counsel)
Fax: (52-55) 9126-6019
4836-7786-7332.01
C ity of Port Angeles
Page 3
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Telephone: (52-55) 9126-6195
City of Port„Ange es -
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Date:
4836-77W7332M
City of Port Angeles
Page 3
Email: villa gasL&biopappel.com
Telephone: (52-55)9126-6195
City of Port Angeles
By: VVI
Printed 14me: k I D6
Title:
Date:
4813-7021-0372,01