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Emerald Plantation Holdings Ltd – ‘T-3/A’ on 2/21/14

On: Friday, 2/21/14, at 11:37am ET · Accession #: 1193125-14-62215 · File #: 22-28985

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/21/14  Emerald Plantation Holdings Ltd   T-3/A                  3:90K                                    RR Donnelley/FA

Pre-Effective Amendment to Application for Qualification of a Trust Indenture — Form T-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: T-3/A       Pre-Effective Amendment to Application for          HTML     19K 
                          Qualification of a Trust Indenture                     
 2: EX-99.T3C1  Miscellaneous Exhibit                               HTML     26K 
 3: EX-99.T3C2  Miscellaneous Exhibit                               HTML     40K

T-3/A — Pre-Effective Amendment to Application for Qualification of a Trust Indenture

This is an HTML Document rendered as filed. [ Alternative Formats ]

Form T-3/A


Form T-3		Page 1 of 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

Emerald Plantation Holdings Limited

(Name of Applicant)

Cricket Square, Hutchins Drive, P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

(Address of principal executive office)

SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED


TITLE OF CLASS		AMOUNT
6.00% Guaranteed Senior Notes due 2020		$300,000,000 plus amounts paid-in-kind

Paul J. Brough

16F, Dah Sing Financial Centre

108 Gloucester Road

Wanchai, Hong Kong

(852) 2877-0078

Name and address of agent for service:

Gregory Hafkin, Esq.

J. Christopher Winckler, Esq.

Hogan Lovells US LLP

875 Third Avenue

New York, New York 10022

(212) 918-3000

EXPLANATORY NOTE

This Amendment No. 1 to the Application for Qualification of Indentures on Form T-3 (File No. 022-28985) filed by Emerald Plantation Holdings Limited, an exempted company limited by shares organized under the laws of the Cayman Islands, with the United States Securities and Exchange Commission on January 16, 2013 (the “Form T-3”), is being filed solely to file a new Exhibit T3C1 and Exhibit T3C2.


Form T-3		Page 2 of 3

CONTENTS OF APPLICATION FOR QUALIFICATION

This Application for qualification comprises:

(a) Pages numbered 1 to 15, consecutively.**

(b) The following exhibits in addition to those filed as part of the statement of eligibility and qualification of the Trustee:


Exhibit Number		Document

Exhibit T3A		Amended and Restated Memorandum of Association of Emerald Plantation Holdings Limited**

Exhibit T3B		See Exhibit T3A**

Exhibit T3C		Draft of Indenture between Emerald Plantation Holdings Limited, as Issuer, Computershare Trust Company, N.A., as Trustee and as Security Trustee, and the entities listed on Schedule I thereto as Initial Subsidiary Guarantors**

Exhibit T3C1		Supplemental Indenture between Emerald Plantation Holdings Limited, as Issuer, Computershare Trust Company, N.A., as Trustee and as Security Trustee, Sino-Maple Trading Limited, as New Subsidiary Guarantor, and the entities listed on Schedule I thereto as Subsidiary Guarantors, dated August 19, 2013*

Exhibit T3C2		Second Supplemental Indenture between Emerald Plantation Holdings Limited, as Issuer, Computershare Trust Company, N.A., as Trustee and as Security Trustee, and the entities listed on Schedule I thereto as Subsidiary Guarantors, dated February 20, 2014*

Exhibit T3D		Plan Sanction Order of the Ontario Superior Court of Justice (Commercial List) approving the Plan and, among other things, finding that the Plan is fair to the affected parties**

Exhibit T3E1		Notice of Meeting and Meeting Information Statement Relating to a Proposed Plan of Compromise and Reorganization under the Companies’ Creditors Arrangement Act (Canada) and the Canada Business Corporations Act Concerning, Affecting and Involving Sino-Forest Corporation, dated October 20, 2012**

Exhibit T3E2		Plan Supplement to the Plan of Compromise and Reorganization dated October 19, 2012 pursuant to the Companies’ Creditors Arrangement Act and the Canada Business Corporations Act Concerning, Affecting and Involving Sino-Forest Corporation, dated November 21, 2012**

Exhibit T3F		TIA Cross Reference Sheet**

Exhibit 25.1		Statement of eligibility and qualification on Form T-1 of Computershare Trust Company, National Association , as Trustee under the Indenture to be qualified.**

*	Filed herewith.

**	Filed previously with the Form T-3 filed on January 16, 2013.


Form T-3		Page 3 of 3

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, Emerald Plantation Holdings Limited, an exempted company limited by shares organized and existing under the laws of the Cayman Islands, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in Hong Kong, People’s Republic of China, on the 17th day of February, 2014.


		EMERALD PLANTATION HOLDINGS LIMITED

By:		/s/ *Paul J. Brough*
		Director


Attest:

	By:	/s/ *Rachel Lao*
	Title:	Solicitor, Hogan Lovells, Hong Kong SAR

Dates Referenced Herein and Documents Incorporated by Reference

This ‘T-3/A’ Filing	Date	Other Filings

Filed on:	2/21/14
	2/20/14
	8/19/13
	1/16/13	T-3
	11/21/12
	10/20/12
	10/19/12
		List all Filings

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Filing Submission 0001193125-14-062215 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)