0001193125-08-078249 Sample Contracts

ACH UNITHOLDERS’ AGREEMENT
Ach Unitholders’ Agreement • April 10th, 2008 • Abitibi Consolidated Inc • Paper mills

The authorized capital of LP consists of an unlimited number of LP Units, of which, as at the date hereof 4,750,000 Common LP Units are issued and outstanding and owned by CDPQ, 14,250,000 Common LP Units are issued and outstanding and owned by ACCC, and one Common LP Unit is issued and outstanding and owned by GP.

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • April 10th, 2008 • Abitibi Consolidated Inc • Paper mills • New York

FOURTH SUPPLEMENTAL INDENTURE dated as of November 21, 2005 (the “Fourth Supplemental Indenture”) by and among (1) Abitibi-Consolidated Inc. (“Abitibi-Consolidated”), a corporation organized under the laws of Canada, (2) Abitibi-Consolidated Finance L.P. (“Finance L.P.”), a limited partnership formed under the laws of the State of Delaware, (3) Abitibi-Consolidated Company of Canada (formerly Donohue Forest Products Inc. (“DFP”)), a company organized under the laws of Quebec (“ACCC”) and (4) The Bank of Nova Scotia Trust Company of New York, as trustee (“Trustee”), to the Indenture dated as of July 26, 1999 (as supplemented by the Supplemental Indentures, the “Indenture”), among Abitibi-Consolidated, Finance L.P. and the Trustee, as supplemented by that certain First Supplemental Indenture dated as of September 1, 2001 among (1) Abitibi-Consolidated, (2) Finance L.P., (3) Abitibi-Consolidated and 3834328 Canada Inc., a corporation organized under the laws of Canada (“3834328”), in thei

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • April 10th, 2008 • Abitibi Consolidated Inc • Paper mills • New York

SECOND SUPPLEMENTAL INDENTURE dated as of October 1, 2001 (the “Second Supplemental Indenture”) by and between (1) Abitibi-Consolidated Inc. (“Abitibi-Consolidated”), a corporation organized under the laws of Canada, (2) Abitibi-Consolidated Finance L.P. (“Finance L.P.”), a limited partnership formed under the laws of the State of Delaware, (3) Abitibi-Consolidated and 3834328 Canada Inc., a corporation organized under the laws of Canada (“3834328”), in their capacity as partners of Abitibi-Consolidated General Partnership, a general partnership formed under the laws of Quebec (“ACGP”), (4) Donohue Forest Products Inc., a company organized under the laws of Quebec (“DFP”) and (5) The Bank of Nova Scotia Trust Company of New York, as trustee (“Trustee”), to the Indenture dated as of July 26, 1999 (the “Indenture”), between Abitibi-Consolidated, Finance L.P. and the Trustee, as supplemented by that certain First Supplemental Indenture dated as of September 1, 2001 (the “First Supplementa

CREDIT AGREEMENT dated as of March 31, 2007 among ACH LIMITED PARTNERSHIP (as Borrower) - and - CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC (as Administrative Agent) - and - CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC (as initial Lender) $250,000,000 LOAN...
Credit Agreement • April 10th, 2008 • Abitibi Consolidated Inc • Paper mills • Quebec

THIS AGREEMENT is made as of March 31, 2007 among ACH LIMITED PARTNERSHIP, a limited partnership established under the laws of the Province of Manitoba (the “Borrower”), CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC, as administrative agent for the Lenders (in such capacity, the “Agent”) and CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC as initial Lender.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • April 10th, 2008 • Abitibi Consolidated Inc • Paper mills • New York

FIRST SUPPLEMENTAL INDENTURE dated as of September 1, 2001 (“First Supplemental Indenture”) by and between (1) Abitibi-Consolidated Inc. (“Abitibi-Consolidated”), a corporation organized under the laws of Canada, (2) Abitibi-Consolidated Finance L.P. (“Finance L.P.”), a limited partnership formed under the laws of the State of Delaware, (3) Abitibi-Consolidated and 3834328 Canada Inc., a corporation organized under the laws of Canada (“3834328”), as partners of Abitibi-Consolidated General Partnership, a general partnership formed under the laws of Quebec (“ACGP”) and (4) The Bank of Nova Scotia Trust Company of New York, as trustee (“Trustee”), to the Indenture dated as of July 26, 1999 (the “Indenture”), between Abitibi-Consolidated and the Trustee. Unless otherwise defined herein, all capitalized terms used in this First Supplemental Indenture have the respective meanings set forth in the Indenture.

ACH LIMITED PARTNERSHIP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT March 30, 2007
Agreement • April 10th, 2008 • Abitibi Consolidated Inc • Paper mills • Manitoba

(To be used where the Limited Partner wishes LP Units the Limited Partner is entitled to receive to be registered in the name of the Limited Partner’s dealer or broker firm or the firm’s nominees. Please consult with your dealer or broker to confirm the appropriate name and address to be inserted below.)

THIRD SUPPLEMENTAL INDENTURE
Abitibi Consolidated Inc • April 10th, 2008 • Paper mills • New York

THIRD SUPPLEMENTAL INDENTURE dated as of December 1, 2001 at 12:01 am (“Third Supplemental Indenture”) by and between (1) Abitibi-Consolidated Inc. (the “Company”), a corporation organized under the laws of Canada, (2) Abitibi-Consolidated Company of Canada (“ACCC”), a company organized under the laws of Quebec (formerly known as Donohue Forest Products Inc. (“DFP”)), (3) Abitibi-Consolidated General Partnership (“ACGP”), a general partnership formed under the laws of Quebec, and (4) Computershare Trust Company of Canada (“Trustee”), to the Indenture dated as of April 6, 1998 (the “Indenture”), between the Company and Montreal Trust Company, as trustee, as supplemented by (i) that certain First Supplemental Indenture dated as of September 1, 2001 (the “First Supplemental Indenture”) between (1) the Company, (2) ACGP, and (3) the Trustee, as successor to Montreal Trust Company; and (ii) that certain Second Supplemental Indenture dated as of October 1, 2001 (the “Second Supplemental Inde

THIS AMENDED AND RESTATED AGREEMENT made as of the 20th day of December, 1996.
Agreement • April 10th, 2008 • Abitibi Consolidated Inc • Paper mills • Quebec

SOCIÉTÉ D’ALUMINIUM REYNOLDS DU CANADA. LTÉE/REYNOLDS ALUMINUM COMPANY OF CANADA. LTD., a company incorporated under the laws of the Province of Quebec and having its head office at the City of Montreal in the said province,

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • April 10th, 2008 • Abitibi Consolidated Inc • Paper mills • New York

THIRD SUPPLEMENTAL INDENTURE dated as of December 1, 2001 at 12:01 am (the “Third Supplemental Indenture”) by and between (1) Abitibi-Consolidated Inc. (“Abitibi-Consolidated”), a corporation organized under the laws of Canada, (2) Abitibi-Consolidated Finance L.P. (“Finance L.P.”), a limited partnership formed under the laws of the State of Delaware, (3) Abitibi-Consolidated Company of Canada (“ACCC”) (formerly known as Donohue Forest Products Inc. (“DFP”)), a company organized under the laws of Quebec, (4) Abitibi-Consolidated General Partnership (“ACGP”), a general partnership formed under the laws of Quebec, and (5) The Bank of Nova Scotia Trust Company of New York, as trustee (“Trustee”), to the Indenture dated as of July 26, 1999 (the “Indenture”), between Abitibi-Consolidated, Finance L.P. and the Trustee, as supplemented by (i) that certain First Supplemental Indenture dated as of September 1, 2001 (the “First Supplemental Indenture”) between (1) Abitibi-Consolidated, (2) Finan

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • April 10th, 2008 • Abitibi Consolidated Inc • Paper mills • New York

FIRST SUPPLEMENTAL INDENTURE dated as of September 1, 2001 (“First Supplemental Indenture”) by and between (1) Abitibi-Consolidated Inc. (the “Company”), a corporation organized under the laws of Canada, (2) the Company and 3834328 Canada Inc., a corporation organized under the laws of Canada (“3834328”), as partners of Abitibi-Consolidated General Partnership, a general partnership formed under the laws of Quebec (“ACGP”) and (3) Computershare Trust Company of Canada, successor of Montreal Trust Company, as trustee (“Trustee”), to the Indenture dated as of April 6, 1998 (the “Indenture”), between the Company and the Trustee. Unless otherwise defined herein, all capitalized terms used in this First Supplemental Indenture have the respective meanings set forth in the Indenture.

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • April 10th, 2008 • Abitibi Consolidated Inc • Paper mills • New York

SECOND SUPPLEMENTAL INDENTURE dated as of October 1, 2001 (“Second Supplemental Indenture”) by and between (1) Abitibi-Consolidated Inc. (the “Company”), a corporation organized under the laws of Canada, (2) the Company and 3834328 Canada Inc., a corporation organized under the laws of Canada (“3834328”), in their capacity as partners of Abitibi-Consolidated General Partnership, a general partnership formed under the laws of Quebec (“ACGP”), (3) Donohue Forest Products Inc., a company organized under the laws of Quebec (“DFP”), and (4) Computershare Trust Company of Canada (“Trustee”), to the Indenture dated as of April 6, 1998 (the “Indenture”), between the Company and Montreal Trust Company, as trustee, as supplemented by that certain First Supplemental Indenture dated as of September 1, 2001 (the “First Supplemental Indenture”) between (1) the Company, (2) the Company and 3834328, in their capacity as partners of ACGP, and (3) the Trustee, as successor to Montreal Trust Company. Unl

ACH SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • April 10th, 2008 • Abitibi Consolidated Inc • Paper mills • Quebec

The authorized capital of LP consists of an unlimited number of LP Units, of which, as at the date hereof 4,750,000 Common LP Units are issued and outstanding and owned by CDP Investissements Inc., a wholly-owned subsidiary of CDPQ, 14,250,000 Common LP Units are issued and outstanding and owned by ACCC, and one Common LP Unit is issued and outstanding and owned by GP.

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