REGISTRATION RIGHTS AGREEMENT by and among Resolute Forest Products Inc., the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers Dated as of May 8, 2013Registration Rights Agreement • May 10th, 2013 • Resolute Forest Products Inc. • Paper mills • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 8, 2013, by and among Resolute Forest Products Inc., a Delaware corporation (the “Company”), the Guarantors party hereto (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 5.875% Senior Notes due 2023 (the “Initial Notes”), which will be fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities”.
ABITIBI-CONSOLIDATED COMPANY OF CANADA AND EACH OF THE GUARANTORS PARTY HERETO 15.5% SENIOR NOTES DUE 2010 INDENTURE Dated as of April 1, 2008 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeIndenture • April 7th, 2008 • AbitibiBowater Inc. • Paper mills • New York
INDENTURE dated as of April 1, 2008 among Abitibi-Consolidated Company of Canada, a company amalgamated under the laws of the province of Quebec, Canada (the “Issuer”), Abitibi-Consolidated Inc., a company amalgamated under the laws of Canada (the “Company”), the other Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER among RESOLUTE FOREST PRODUCTS INC., DOMTAR CORPORATION, and TERRA ACQUISITION SUB INC., and KARTA HALTEN B.V. and PAPER EXCELLENCE B.V. Dated as of July 5, 2022Merger Agreement • July 7th, 2022 • Resolute Forest Products Inc. • Paper mills • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 5, 2022, among Resolute Forest Products Inc., a Delaware corporation (the “Company”), Domtar Corporation, a Delaware corporation (“Parent”), and Terra Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Karta Halten B.V., a private limited corporation organized under the laws of the Netherlands (“Terra 1”), and Paper Excellence B.V., a private limited company organized under the laws of the Netherlands (“Terra 2” and together with Parent and Terra 1, the “Parent Parties”). The Parent Parties, Merger Sub and the Company are referred to individually as a “Party” and collectively as “Parties”.
Abitibi-Consolidated Company of Canada unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on Schedule I hereto Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • April 7th, 2008 • AbitibiBowater Inc. • Paper mills • New York
Abitibi-Consolidated Company of Canada, a company amalgamated under the laws of the province of Quebec (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $413.0 million in aggregate principal amount of its 13.75% Senior Secured Notes due 2011 specified above, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
ABITIBI-CONSOLIDATED COMPANY OF CANADA AND EACH OF THE GUARANTORS PARTY HERETO 13.75% SENIOR SECURED NOTES DUE 2011 INDENTURE Dated as of April 1, 2008 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeIndenture • April 7th, 2008 • AbitibiBowater Inc. • Paper mills
INDENTURE dated as of April 1, 2008 among Abitibi-Consolidated Company of Canada, a company amalgamated under the laws of the province of Quebec, Canada (the “Issuer”), Abitibi-Consolidated Inc., a company amalgamated under the laws of Canada (the “Company”), the other Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
SEVENTH AMENDMENTCredit Agreement • December 18th, 2009 • AbitibiBowater Inc. • Paper mills • New York
CREDIT AGREEMENT, dated as of May 31, 2006, by and among BOWATER CANADIAN FOREST PRODUCTS INC., a Canadian corporation (the "Borrower"), together with each additional borrower that becomes a party hereto pursuant to the terms hereof, as Borrower, BOWATER INCORPORATED, a Delaware corporation (the "Original U.S. Borrower"), together with each additional guarantor that becomes a party hereto pursuant to the terms hereof, as Guarantors, the lenders who are party to this Agreement or who may become a party to this Agreement pursuant to Section 14.10 hereof, as Lenders, and THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders.
RESOLUTE FOREST PRODUCTS 2019 EQUITY INCENTIVE PLAN STOCK SETTLED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 12th, 2019 • Resolute Forest Products Inc. • Paper mills • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of November [insert date], 2019, (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and «FIRST» «LAST» (“Participant”).
FOURTH AMENDMENTCredit Agreement • December 17th, 2021 • Resolute Forest Products Inc. • Paper mills • New York
THIS CREDIT AGREEMENT, dated as of May 22, 2015, among RESOLUTE FOREST PRODUCTS INC. (the “Company”), RESOLUTE FP CANADA INC. ( “RFP Canada”) and each of the other Borrowers (as hereinafter defined) and Guarantors (as hereinafter defined) party hereto, the Lenders party hereto from time to time, BANK OF AMERICA, N.A., as the Administrative Agent under the U.S. Subfacility (in such capacity, the “U.S. Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A. (ACTING THROUGH ITS CANADA BRANCH), as the Administrative Agent under the Canadian Subfacility (in such capacity, the “Canadian Administrative Agent”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
RESOLUTE FOREST PRODUCTS 2019 EQUITY INCENTIVE PLAN DIRECTOR CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 3rd, 2022 • Resolute Forest Products Inc. • Paper mills • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of January 1, 2023 (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and [insert name] (“Participant”).
RESOLUTE FOREST PRODUCTS 2019 EQUITY INCENTIVE PLAN DIRECTOR CASH-SETTLED DEFERRED STOCK UNIT AGREEMENTDeferred Stock Unit Agreement • November 3rd, 2022 • Resolute Forest Products Inc. • Paper mills • Delaware
THIS DEFERRED STOCK UNIT AGREEMENT, dated as of January 1, 2023 (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and [insert name] (“Participant”).
SEVERANCE COMPENSATION AGREEMENTSeverance Compensation Agreement • March 20th, 2008 • AbitibiBowater Inc. • Paper mills
RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN STOCK SETTLED PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • November 9th, 2017 • Resolute Forest Products Inc. • Paper mills • Delaware
THIS PERFORMANCE STOCK UNIT AGREEMENT, dated as of [November __], 20__, (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and «FIRST» «LAST» (“Participant”).
RESOLUTE FOREST PRODUCTS 2019 EQUITY INCENTIVE PLAN STOCK SETTLED PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • May 10th, 2022 • Resolute Forest Products Inc. • Paper mills • Delaware
THIS PERFORMANCE STOCK UNIT AGREEMENT, dated as of November 16, 2021, (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and «FIRST» «LAST» (“Participant”).
SECOND AMENDMENTCredit Agreement • May 20th, 2019 • Resolute Forest Products Inc. • Paper mills • New York
THIS CREDIT AGREEMENT, dated as of May 22, 2015, among RESOLUTE FOREST PRODUCTS INC. (the “Company”), RESOLUTE FP CANADA INC. ( “RFP Canada”) and each of the other Borrowers (as hereinafter defined) and Guarantors (as hereinafter defined) party hereto, the Lenders party hereto from time to time, BANK OF AMERICA, N.A., as the Administrative Agent under the U.S. Subfacility (in such capacity, the “U.S. Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A. (ACTING THROUGH ITS CANADA BRANCH), as the Administrative Agent under the Canadian Subfacility (in such capacity, the “Canadian Administrative Agent”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2015 • Resolute Forest Products Inc. • Paper mills • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ___________________, 20__ by and between RESOLUTE FOREST PRODUCTS INC., a Delaware corporation (the “Corporation”), and (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 9th, 2021 • Resolute Forest Products Inc. • Paper mills • Quebec
WHEREAS the Executive has been in the employ of the Corporation (or its predecessors) since July 2009 and was until recently the Chief Financial Officer of the Corporation;
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 9th, 2021 • Resolute Forest Products Inc. • Paper mills
THIS AGREEMENT, made as of the 1st day of March, 2021, by and between Resolute Forest Products Inc., a Delaware corporation having its principal address at 111 Boul. Robert-Bourassa, Suite 5000, Montreal, Quebec H3C 2M1 (the “Corporation”), and Remi G. Lalonde (the “Executive”).
EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENTEmployee Nonqualified Stock Option Agreement • March 3rd, 2014 • Resolute Forest Products Inc. • Paper mills • Delaware
THIS OPTION AGREEMENT (the “Agreement”), dated as of «MONTH DATE, YEAR» (the “Date of Grant”), is made by and between Resolute Forest Products Inc. a Delaware corporation (the “Company”), and «FIRST» «LAST» (“Participant”).
FOURTH AMENDMENTCredit Agreement • April 4th, 2008 • AbitibiBowater Inc. • Paper mills • New York
CREDIT AGREEMENT, dated as of May 31, 2006, by and among BOWATER INCORPORATED, a Delaware corporation (the “Original Borrower”), together with each additional borrower that becomes a party hereto pursuant to the terms hereof, as Borrower, the lenders who are party to this Agreement or who may become a party to this Agreement pursuant to Section 13.10 hereof, as Lenders, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
AMENDMENT TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 30th, 2009 • AbitibiBowater Inc. • Paper mills
THE AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT, dated August 7, 2006, between Bowater Incorporated (the “Corporation”) and W. Eric Streed (the “Executive”) is hereby amended as follows:
NINTH AMENDMENT AND CONSENTCredit Agreement • March 4th, 2009 • AbitibiBowater Inc. • Paper mills • New York
This Ninth Amendment and Consent (the “Agreement”) to the Credit Agreement referred to below is dated as of February 27, 2009 and effective in accordance with Section 4 below, by and among BOWATER INCORPORATED, a corporation organized under the laws of Delaware (“BI”), BOWATER ALABAMA LLC (formerly known as Bowater Alabama Inc.), a limited liability company organized under the laws of Alabama (“BA”), BOWATER NEWSPRINT SOUTH LLC, a limited liability company organized under the laws of Delaware (“BNS”), BOWATER NEWSPRINT SOUTH OPERATIONS LLC (formerly known as Bowater Newsprint South Inc.), a limited liability company organized under the laws of Delaware and the successor by merger to Bowater Mississippi LLC (“BNSO”), each in its capacity as a Borrower under the Credit Agreement referred to below (BI, BA, BNS and BNSO are collectively referred to herein as the “Borrower”), certain Subsidiaries and Affiliates of the Borrower party hereto (the “Grantors”), ABITIBIBOWATER INC., a corporatio
BETWEEN: ABITIBI-CONSOLIDATED INC., (“ACI”) AND: ABITIBI-CONSOLIDATED COMPANY OF CANADA, (ACCC and collectively with ACI, the “Borrowers”) AND: THE LENDERS PARTY TO THE CREDIT AGREEMENT REFERRED TO BELOW, (collectively, the “Lenders”) AND: CANADIAN...Credit Agreement • March 20th, 2008 • AbitibiBowater Inc. • Paper mills • Quebec
CREDIT AND GUARANTY AGREEMENT dated as of April 1, 2008 among ABITIBI- CONSOLIDATED COMPANY OF CANADA, ABITIBI-CONSOLIDATED INC., CERTAIN SUBSIDIARIES AND AFFILIATES OF ABITIBI-CONSOLIDATED INC., as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT...Credit and Guaranty Agreement • April 7th, 2008 • AbitibiBowater Inc. • Paper mills • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of April 1, 2008, is entered into by and among ABITIBI-CONSOLIDATED COMPANY OF CANADA, a company amalgamated under the laws of the Province of Québec, Canada (“Borrower”), ABITIBI-CONSOLIDATED INC., a corporation amalgamated under the laws of Canada (“Holdings”), CERTAIN SUBSIDIARIES AND AFFILIATES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent (in such capacity, “Syndication Agent”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Documentation Agent (in such capacity, “Documentation Agent”), and GSCP, as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”).
ASSET AND STOCK PURCHASE AGREEMENT BETWEEN ABITIBI CONSOLIDATED SALES CORPORATION (as Seller) AND CATALYST PAPER CORPORATION (as Purchaser) DATED AS OF THE 10th DAY OF FEBRUARY, 2008Asset and Stock Purchase Agreement • May 12th, 2008 • AbitibiBowater Inc. • Paper mills • New York
THIS ASSET AND STOCK PURCHASE AGREEMENT is entered into and effective as of February 10, 2008 (the “Effective Date”) by and between Abitibi Consolidated Sales Corporation, a corporation organized and existing under the laws of the State of Delaware (“Seller”) and Catalyst Paper Corporation, a Canadian corporation (“Purchaser”). Capitalized terms used in this Agreement shall have the meanings ascribed to them in Section 10.1.
RESOLUTE FOREST PRODUCTS 2019 EQUITY INCENTIVE PLAN CASH SETTLED PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • November 3rd, 2022 • Resolute Forest Products Inc. • Paper mills • Delaware
THIS PERFORMANCE STOCK UNIT AGREEMENT, dated as of January 1, 2023, (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and «FIRST Name» «LAST» (“Participant”).
LOCK-UP AGREEMENTLock-Up Agreement • November 29th, 2011 • AbitibiBowater Inc. • Paper mills • Ontario
NOW THEREFORE, in consideration of the Offeror agreeing to initiate and make the Offer, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree as follows:
CREDIT AGREEMENT dated as of May 31, 2006Credit Agreement • December 18th, 2009 • AbitibiBowater Inc. • Paper mills • New York
CREDIT AGREEMENT, dated as of May 31, 2006, by and among BOWATER INCORPORATED, a Delaware corporation (the "Borrower"), the lenders who are party to this Agreement pursuant to the execution of the authorization (the "Lender Authorization") attached hereto as Annex A or who may become a party to this Agreement pursuant to Section 13.10 hereof, as Lenders, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
SEVERANCE COMPENSATION AGREEMENTSeverance Compensation Agreement • March 17th, 2008 • AbitibiBowater Inc. • Paper mills
ABITIBIBOWATER INC. TIME-BASED VESTING RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 11th, 2008 • AbitibiBowater Inc. • Paper mills • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [Insert Date] (the “Date of Grant”) is made by and between AbitibiBowater Inc., a Delaware corporation (the “Company”), and (“Participant”).
ABITIBIBOWATER INC., as Issuer, and BOWATER INCORPORATED, as Guarantor 8% CONVERTIBLE SENIOR NOTES DUE 2013 INDENTURE DATED AS OF APRIL 1, 2008 THE BANK OF NEW YORK TRUST COMPANY, N.A. AS TRUSTEEIndenture • April 7th, 2008 • AbitibiBowater Inc. • Paper mills • New York
THIS INDENTURE dated as of April 1, 2008 is among AbitibiBowater Inc., a corporation duly organized under the laws of the State of Delaware (the “Company”), Bowater Incorporated, a corporation duly organized under the laws of the State of Delaware, as guarantor (the “Guarantor”), and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
BETWEEN: ABITIBI-CONSOLIDATED INC., (“ACI”) AND: ABITIBI CONSOLIDATED COMPANY OF CANADA, (the “Borrowers”) AND: THE LENDERS PARTY TO THE CREDIT AGREEMENT REFERRED TO BELOW, (the “existing Lenders”) AND: THE TORONTO-DOMINION BANK, (“TD”) (“Lender”)...Credit Agreement • March 17th, 2008 • AbitibiBowater Inc. • Paper mills • Quebec
Abitibi-Consolidated Inc. 1155, Metcalfe Street, Suite 800 Montréal, Québec, Canada H3B 5H2 Tel. 514-875-2160 Fax. 514-394-2213 Postal address: December 11, 2006 Post office Box 69 Montréal, Québec, Canada H3C 2R5Severance Compensation Agreement • March 20th, 2008 • AbitibiBowater Inc. • Paper mills
At its regular meeting held October 24, 2006, the Board of Directors approved your eligibility to the SCA applicable in case of a change of control, as for other Executives.
CREDIT AGREEMENT dated as of May 31, 2006Credit Agreement • December 18th, 2009 • AbitibiBowater Inc. • Paper mills • New York
CREDIT AGREEMENT, dated as of May 31, 2006, by and among BOWATER CANADIAN FOREST PRODUCTS INC., a Canadian corporation, as Borrower (the "Borrower"), BOWATER INCORPORATED, a Delaware corporation, as Guarantor (the "U.S. Borrower"), the lenders who are party to this Agreement pursuant to the execution of the authorization (the "Lender Authorization") attached hereto as Annex A or who may become a party to this Agreement pursuant to Section 14.10 hereof, as Lenders, and THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 10th, 2021 • Resolute Forest Products Inc. • Paper mills • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 28, 2019, among RESOLUTE FOREST PRODUCTS INC. (the “Company”) and each of the other Borrowers (as hereinafter defined) and Guarantors (as hereinafter defined) party hereto, the Lenders party hereto from time to time and AMERICAN AGCREDIT, FLCA, as the Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
FIFTH AMENDMENTCredit Agreement • May 12th, 2008 • AbitibiBowater Inc. • Paper mills • New York
This Fifth Amendment (the “Agreement”) to the Credit Agreement referred to below is dated as of April 30, 2008, by and among BOWATER INCORPORATED, a corporation organized under the laws of Delaware, in its capacity as Borrower under the Credit Agreement referred to below (the “Borrower”), certain Subsidiaries of the Borrower party hereto (the “Subsidiary Grantors”), AbitibiBowater Inc., a corporation organized under the laws of Delaware (the “Parent”), the Lenders and the Canadian Lenders party hereto (collectively, the “Consenting Lenders”) pursuant to an authorization (in the form attached hereto as Exhibit A, each a “Lender Authorization”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement referred to below.
