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10-Q - FORM 10-Q - Resolute Forest Products Inc.g27240e10vq.htm
EX-4.1 - EX-4.1 - Resolute Forest Products Inc.g27240exv4w1.htm
EX-31.1 - EX-31.1 - Resolute Forest Products Inc.g27240exv31w1.htm
EX-32.2 - EX-32.2 - Resolute Forest Products Inc.g27240exv32w2.htm
EX-31.2 - EX-31.2 - Resolute Forest Products Inc.g27240exv31w2.htm
EX-32.1 - EX-32.1 - Resolute Forest Products Inc.g27240exv32w1.htm
EXHIBIT 10.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
     AMENDMENT NO. 1 (this “Amendment”) dated as of April 28, 2011 to the ABL Credit Agreement dated as of December 9, 2010 (the “Credit Agreement”) among AbitibiBowater Inc., a Delaware corporation (“AbitibiBowater”), the Subsidiaries of AbitibiBowater party thereto (together with AbitibiBowater, collectively, the “Borrowers”), the Lenders party thereto from time to time and Citibank, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent.
     The parties hereto agree as follows:
     Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, as of the Amendment Effective Date (as defined below), refer to the Credit Agreement as amended hereby.
     Section 2. Amendment to Section 10.19 of the Credit Agreement. Section 10.19 of the Credit Agreement is amended by replacing “April 30, 2011” with “July 31, 2011”.
     Section 3. Amendment to Section 5.03(d) of the Credit Agreement. Section 5.03(d) of the Credit Agreement is amended and restated to read in its entirety as follows:
     “(i) All amounts deposited or held in all of the U.S. Collection Accounts with respect to each U.S. Loan Party and available for transfer (other than amounts which are payable to Subsidiaries or Affiliates of AbitibiBowater that are not Loan Parties and which were sent or deposited to the incorrect lockbox or deposit account by the account debtor) shall be transferred not less frequently than once per Business Day (it being understood that any amounts deposited in a U.S. Collection Account after such daily transfer has occurred shall be transferred on the following Business Day), or, solely in the case of amounts held in the U.S. Collection Accounts set forth on Schedule 5.03(d), not less frequently than weekly, into one or more accounts with the Administrative Agent or a financial institution reasonably acceptable to the Administrative Agent (each a “Core U.S. Concentration Account” and collectively, the “Core U.S. Concentration Accounts”) unless such amounts are otherwise required or permitted to be applied pursuant to Section 5.02; provided, however, that so long as no Dominion Period then exists, the Borrowers shall be permitted to retain in each U.S. Collection Account funds in an aggregate amount not to exceed at any time the sum of (x) the amount required (as reasonably determined by AbitibiBowater) to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any U.S. Loan Party with respect to such U.S

 


 

Collection Account plus (y) $100,000 (provided that the aggregate amount of funds retained in all U.S. Collection Accounts pursuant to this clause (y) shall not exceed $500,000 at any time) and (ii) all amounts deposited or held in all of the Canadian Collection Accounts with respect to each Canadian Loan Party and available for transfer shall be transferred not less frequently than once per Business Day (it being understood that any amounts deposited in a Canadian Collection Account after such daily transfer has occurred shall be transferred on the following Business Day), or, solely in the case of amounts held in the Canadian Collection Accounts set forth on Schedule 5.03(d), not less frequently than weekly, into one or more accounts with the Administrative Agent or a financial institution reasonably acceptable to the Administrative Agent (each a “Core Canadian Concentration Account” and collectively, the “Core Canadian Concentration Accounts”) unless such amounts are otherwise required or permitted to be applied pursuant to Section 5.02; provided, however, that so long as no Dominion Period then exists, the Borrowers shall be permitted to retain in each Canadian Collection Account funds in an aggregate amount not to exceed at any time the sum of (x) the amount required (as reasonably determined by AbitibiBowater) to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Canadian Loan Party with respect to such Canadian Collection Account plus (y) $100,000 (provided that the aggregate amount of funds retained in all Canadian Collection Accounts pursuant to this clause (y) shall not exceed $700,000 at any time). Except as, and to the extent, permitted by this Section 5.03(d), and Section 10 each Collection Account shall have a zero balance immediately following the transfer of funds pursuant to the immediately preceding sentences. So long as no Dominion Period then exists, the Borrowers and the other Loan Parties shall be permitted to transfer cash from the Core Concentration Accounts to other Deposit Accounts to be used for working capital and general corporate purposes all subject to the requirements of this Agreement (including this Section 5.03(d)). If a Dominion Period exists, all collected amounts held in the Core Concentration Accounts shall be applied as provided in Section 5.03(e) or (f), as applicable.
     Section 4. Representations of Borrower. Each of the Borrowers represents and warrants that (a) the representations and warranties of the Borrowers set forth in Section 8 of the Credit Agreement and in the Loan Documents will be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of the Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such date) and (b) no Default or Event of Default will have occurred and be continuing on the Amendment Effective Date.
     Section 5. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery

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of an executed counterpart hereof by facsimile or electronic transmission shall be as effective as delivery of an original executed counterpart hereof.
     Section 6. Effectiveness. This Amendment shall become effective on the date when the following conditions are met (the “Amendment Effective Date”):
     (a) the Administrative Agent shall have received from each of the Borrowers and the Lenders party hereto, who constitute the Required Lenders, (x) a counterpart of this Amendment signed on behalf of such party or (y) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart of this Amendment; and
     (b) the Borrowers shall have paid all expenses of the Agents payable pursuant to Section 13.01(a) of the Credit Agreement to the extent invoiced on or prior the Amendment Effective Date (including, without limitation, the reasonable fees and disbursements of counsel to the Agents).
     Section 7. Reference To and Effect Upon the Credit Agreement.
     (a) Except as expressly set forth herein, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and the other Loan Documents and all rights of the Agents, the Issuing Lenders, the Swingline Lenders and the Lenders and all obligations of the Loan Parties, shall remain in full force and effect. The Borrowers hereby confirm that the Credit Agreement and the other Loan Documents are in full force and effect.
     (b) This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and all the other Loan Documents.
     Section 8. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
[Signature Pages Follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
         
  U.S. BORROWERS:

ABITIBIBOWATER INC.
 
 
  By:   /s/ Jacques P. Vachon    
    Name:   Jacques P. Vachon   
    Title:   Senior Vice President and
Chief Legal Officer 
 
 
  ABIBOW US INC., as successor to  
    Bowater Incorporated, as a U.S.
Borrower
 
 
  By:   /s/ Jacques P. Vachon    
    Name:   Jacques P. Vachon   
    Title:   Vice President and Secretary   
 
  ABIBOW RECYCLING LLC, as successor  
    to Abitibi-Consolidated Corp., as a U.S.
Borrower
 
 
  By:   /s/ Jacques P. Vachon    
    Name:   Jacques P. Vachon   
    Title:   Senior Vice President and
Chief Legal Officer 
 
 
  CANADIAN BORROWER:

ABIBOW CANADA INC., as successor to
 
    Abitibi-Consolidated Inc., as a
Canadian Borrower
 
 
  By:   /s/ Jacques P. Vachon    
    Name:   Jacques P. Vachon   
    Title:   Vice President and Secretary   

 


 

         
         
  CITIBANK, N.A., as Administrative Agent and Lender
 
 
  By:   /s/ Miles McManus    
    Name:   Miles McManus   
    Title:   Vice President and Director   
 
  Wells Fargo Capital Finance, LLC, as Lender
 
 
  By:   /s/ Matt Harbour    
    Name:   Matt Harbour   
    Title:   Vice President   
 
  SIEMENS FINANCIAL SERVICES, INC., as Lender
 
 
  By:   /s/ Anthony Casciano    
    Name:   Anthony Casciano   
    Title:   Managing Director   
 
     
  By:   /s/ David Kantes    
    Name:   David Kantes   
    Title:   SVP & CRO   
 
  JPMORGAN CHASE BANK, N.A., as Lender
 
 
  By:   /s/ Peter S. Predun    
    Name:   Peter S. Predun   
    Title:   Executive Director   
 
[Signature page to Amendment No. 1]

 


 

         
  Export Development Canada, as Lender
 
 
  By:   /s/ Matthew Devine    
    Name:   Matthew Devine   
    Title:   Senior Asset Manager   
 
     
  By:   /s/ Talal M. Kairouz    
    Name:   Talal M. Kairouz   
    Title:   Asset Manager   
 
  CITIBANK, N.A., CANADIAN
BRANCH, as Lender
 
 
  By:   /s/ Isabelle Cote    
    Name:   Isabelle Cote   
    Title:   Authorized Officer   
 
  CIT Bank, as Lender
 
 
  By:   /s/ Benjamin Haslam    
    Name:   Benjamin Haslam   
    Title:   Authorized Signatory   
 
  CIBC Inc., as Lender
 
 
  By:   /s/ Dominic J. Sorresso    
    Name:   Dominic J. Sorresso   
    Title:   Executive Director   
 
     
  By:   /s/ Eoin Roche    
    Name:   Eoin Roche   
    Title:   Executive Director

CIBC World Markets Corp.
Authorized Signatory 
 

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  Canadian Imperial Bank of Commerce, as Lender
 
 
  By:   /s/ Jens Paterson    
    Name:   Jens Paterson   
    Title:   Executive Director   
 
     
  By:   /s/ Peter Rawlins    
    Name:   Peter Rawlins   
    Title:   Executive Director   
 
  BARCLAYS BANK PLC, as Lender
 
 
  By:   /s/ Michael J. Moyer    
    Name:   Michael J. Moyer   
    Title:   Vice President   
 
  THE BANK OF NOVA SCOTIA, as Lender
 
 
  By:   /s/ David Angel    
    Name:   David Angel   
    Title:   Director   
 
     
  By:   /s/ David Loewen    
    Name:   David Loewen   
    Title:   Director   
 
  Bank of Montreal, as Lender
 
 
  By:   /s/ Michael Scolaro    
    Name:   Michael Scolaro   
    Title:   Managing Director and
Group Head 
 

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