AbitibiBowater Inc. Sample Contracts

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, 2013
Registration 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”.

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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 Trustee
Indenture • 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”).

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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, 2022
Agreement and Plan of Merger • 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”.

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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 Trustee
Indenture • 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”).

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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 Agreement
Exchange 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:

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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”).

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SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • March 20th, 2008 • AbitibiBowater Inc. • Paper mills
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AMENDMENT NO. 6 TO CREDIT AGREEMENT AND CONSENT AND AUTHORIZATION RELATING TO SECURITY DOCUMENTS
Credit Agreement • March 3rd, 2014 • Resolute Forest Products Inc. • Paper mills • New York

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) dated as of February 25, 2014, among Resolute Forest Products Inc. (f/k/a/ Abitibibowater Inc.) (“Resolute”), each Domestic Subsidiary of Resolute set forth on the signature pages hereto, and Citibank, N.A. (“Citibank”), as Collateral Agent.

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INDEMNIFICATION AGREEMENT
Indemnification 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”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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;

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RESOLUTE FOREST PRODUCTS 2019 EQUITY INCENTIVE PLAN DIRECTOR CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENT
Restricted 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”).

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CHANGE IN CONTROL AGREEMENT
Change 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”).

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FORM OF ABITIBIBOWATER INC. 2010 EQUITY INCENTIVE PLAN EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT
Equity Incentive Plan • February 29th, 2012 • AbitibiBowater Inc. • Paper mills • Delaware

THIS OPTION AGREEMENT (the “Agreement”), dated as of (the “Date of Grant”), is made by and between AbitibiBowater Inc., a Delaware corporation (the “Company”), and (“Participant”).

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RESOLUTE FOREST PRODUCTS 2019 EQUITY INCENTIVE PLAN CASH SETTLED RESTRICTED STOCK UNIT AGREEMENT
Restricted 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 «FIRST Name» «LAST» (“Participant”).

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AMENDMENT TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change 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:

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TENTH AMENDMENT AND WAIVER
Credit 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 "), BOWATER ALABAMA LLC (formerly known as Bowater Alabama, Inc.), an Alabama limited liability company (the "Coosa Pines Borrower"), BOWATER NEWSPRINT SOUTH LLC, a Delaware limited liability company ("BNS Holdings") and BOWATER NEWSPRINT SOUTH OPERATIONS LLC (formerly known as Bowater Newsprint South, Inc.), a Delaware limited liability company and the successor by merger to Bowater Mississippi, LLC (the "Grenada Borrower" and, collectively with the Coosa Pines Borrower and BNS Holdings, the "New U.S. Borrowers"), 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 o

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NINTH AMENDMENT AND CONSENT
AbitibiBowater Inc. • March 4th, 2009 • 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

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RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 1st, 2017 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT, dated as of February 28, 2017 (the “Effective Date”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and Richard Garneau (“Participant”).

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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...
Third Amending Agreement • March 20th, 2008 • AbitibiBowater Inc. • Paper mills • Quebec
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RESOLUTE FOREST PRODUCTS 2019 EQUITY INCENTIVE PLAN STOCK SETTLED PERFORMANCE STOCK UNIT AGREEMENT
Resolute Forest Products • March 1st, 2021 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS PERFORMANCE STOCK UNIT AGREEMENT, dated as of November16, 2020, (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and «FIRST» «LAST» (“Participant”).

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RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN STOCK SETTLED RESTRICTED STOCK UNIT AGREEMENT
Forest Products Equity Incentive Plan Stock Settled Restricted Stock Unit Agreement • March 1st, 2019 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS RESTRICTED 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”).

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FOURTH AMENDMENT
Fourth Amendment • 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.

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FOURTH AMENDMENT
Fourth Amendment • April 4th, 2008 • 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.

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RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Resolute Forest Products Equity Incentive Plan Director Restricted Stock Unit Agreement • March 1st, 2017 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of [insert date of grant] (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and [insert name] (“Participant”).

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RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN DIRECTOR DEFERRED STOCK UNIT AGREEMENT
Resolute Forest Products Equity Incentive Plan Director Deferred Stock Unit Agreement • March 1st, 2017 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS DEFERRED STOCK UNIT AGREEMENT, dated as of [Insert date of grant] (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and [insert name] (“Participant”).

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ELEVENTH AMENDMENT AND CONSENT
Eleventh Amendment and Consent • March 4th, 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”), BOWATER ALABAMA LLC (formerly known as Bowater Alabama, Inc.), an Alabama limited liability company (the “Coosa Pines Borrower”), BOWATER NEWSPRINT SOUTH LLC, a Delaware limited liability company (“BNS Holdings”) and BOWATER NEWSPRINT SOUTH OPERATIONS LLC (formerly known as Bowater Newsprint South, Inc.), a Delaware limited liability company and the successor by merger to Bowater Mississippi, LLC (the “Grenada Borrower” and, collectively with the Coosa Pines Borrower and BNS Holdings, the “New U.S. Borrowers”), 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

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RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Resolute Forest Products Equity Incentive Plan Restricted Stock Unit Agreement • November 10th, 2014 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of MONTH, DAY, YEAR (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and «FIRST» «LAST» (“Participant”).

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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, 2008
Asset 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.

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RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN AMENDED AND RESTATED PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • March 1st, 2017 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS AMENDED AND RESTATED PERFORMANCE STOCK UNIT AGREEMENT, dated as of February 28, 2017, (the “Effective Date”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and Richard Garneau (“Participant”).

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THIRD AMENDMENT AND WAIVER
Third Amendment and Waiver • 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 "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.

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LOCK-UP AGREEMENT
Lock-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:

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CREDIT AGREEMENT dated as of May 31, 2006
Credit 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.

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SEVENTH AMENDMENT
Seventh Amendment • 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.

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ABITIBIBOWATER INC. TIME-BASED VESTING RESTRICTED STOCK UNIT AGREEMENT
Restricted 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”).

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THIRD AMENDMENT AND WAIVER
Third Amendment and Waiver • 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 a Guarantor (the "Original U.S. Borrower"), 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.

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