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EXECUTION VERSION




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ARTICLE I
DEFINITIONS
 Section 1.01  Definitions
  ACH Agreement
 AD Order Certain
Softwood Lumber from Canada,
 Business Day
 CVD Order Certain
Softwood Lumber from Canada,
 Canadian
Dollars CDN
 covered entries
 Dispute Rights
 Escrow Agent
 Escrow Agreement




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Event Of Default
 Irrevocable Power of Attorney
 knowledge
 Overnight Federal Funds Rate
 Purchase Date
 Purchase Notice
 Purchase Price
 Purchased Refund
 Seller
Amount minus
 Softwood Lumber Agreement
 US Dollars USD
 US Government




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US Interests
 US Interests Amount
 Section 1.02  Rules of Interpretation
 (a)
    
    The singular shall include the plural and vice versa.(b)
    
    References to a person shall be construed so as to include any individual, firm,
company, corporation, government, state or agency of a state or political subdivisions thereof
or any joint venture, association, partnership or unincorporated body of persons (whether or
not having separate legal personality).(c)
    
    Whenever any person is referred to, such reference shall be deemed to include the permitted
assignees and successors of such person, whether by operation of law, consolidation, merger,
sale, amalgamation or otherwise as applicable.(d)
    
    References to a specified Article, Section or Schedule shall be construed as references to
that specified Article or Section of, or Schedule to, this Agreement unless the context
otherwise requires.(e)
    
    References to any agreement or other instrument shall be deemed to
include such agreement or other instrument as it may from time to time be
modified, amended, supplemented or restated in accordance with its terms
and, where required hereunder, with the consent of EDC.(f)
    
    The terms hereof, herein and hereunder shall
be deemed to refer to this Agreement.(g)
    
    The headings of the Articles and Sections are inserted for convenience
only and shall not affect the construction or interpretation of this
Agreement.(h)
    
    All schedules attached hereto are deemed to form a part of this Agreement




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ARTICLE II
REPRESENTATIONS AND WARRANTIES
 Section 2.01  Representations and Warranties by Seller
  (i)
    
    the Seller is a corporation duly
incorporated and organized and validly existing under the laws of
Canada and has all necessary corporate power and authority to
execute and deliver this Agreement and to perform its obligations
hereunder and the locations of its chief executive office and its
places of business are as set forth on Schedule E hereto;(ii)
    
    except as to any proceedings and prior
disclosures made under .19 U.S.C. §1592, disclosed on Schedule C
hereto, complete and accurate copies of which have been provided to
EDC and none of which involved any fraud on the part of the Seller,
there are no actions, petitions, suits or proceedings
pending, or, to the best of the knowledge of
the Seller, threatened against the Seller before any court,
tribunal or administrative or governmental agency which, if
adversely determined, would reasonably be expected to (i) adversely
affect the Sellers ability to perform its obligations
under this Agreement or (ii) adversely affect EDCs ability to
acquire or receive payment in full of the Purchased Refund; and
there are no judgments, decrees or orders of any court, tribunal or
administrative or governmental agency against or relating to the
Seller or any of its property or assets which, if adversely
determined, would reasonably be expected to
(i) adversely affect the Sellers ability to perform its
obligations under this Agreement; or (ii) adversely affect EDCs
ability to acquire or receive payment in full of the Purchased
Refund;(iii)
    
    except as to any proceedings and prior
disclosures referenced in clause (ii)above, there are no disputes between
the Seller and the US Government, and to the best of its knowledge,
there are no other circumstances which would reasonably be expected to
adversely affect (i) the Sellers right to the Purchased Refund, or (ii)
EDCs ability to acquire or receive payment in full of the Purchased
Refund;(iv)
    
    subject to the sale, assignment and transfer
contemplated by this Agreement, the Seller owns and has good and
valid right and title to the Purchased Refund. Ownership of and good
and valid right and title to the Purchased Refund shall vest in EDC
pursuant to this Agreement after the delivery of the Seller Amount
to Seller, free and clear of any lien, charge,
security interest, or encumbrance of any nature
whatsoever or of any other




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right, claim or interest of any third party and free and clear of
all defenses, abatements, set-offs, counterclaims and deductions
of any nature, except to the extent expressly permitted by EDC or
otherwise contemplated hereby;(v)
    
    the Seller has not previously sold, assigned or
transferred any or all of its rights to collect duties on softwood
lumber imports including any of its rights in respect of the
Purchased Refund; and its rights to the Purchased Refund are, as of
the Purchase Date, free and clear of any lien, charge,
security interest, or encumbrance of any nature whatsoever or of any
other right, claim or interest of any third party;(vi)
    
    no Event of Default of the nature described in
Section 7.01(a) or (b) and to the best of the Sellers knowledge,
after due inquiry, no Event of Default of the nature described in
Section 7.01(c) has occurred and is continuing;(vii)
    
    the Seller is in compliance with all
laws applicable to it relating to anticorruption and bribery;(viii)
    
    except as contemplated under the Softwood Lumber Agreement and
this Agreement, and except for the filing of an ACH
Agreement, to the best of the knowledge of the Seller, no consent,
approval or authorization of, or declaration, registration, filing
or qualification with, or giving of notice to, or taking of any
other action in respect of, any governmental authority or
agency on the part of the Seller is required in connection with
the execution, delivery or enforcement of this Agreement or the
Purchase Notice issued pursuant to this Agreement or the performance
hereof or the consummation of any of the transactions contemplated
thereof;(ix)
    
    the execution and delivery of this Agreement
and the performance of, and the compliance with the terms hereof by
the Seller (i) do not contravene or conflict with its constating
documents, by-laws or its resolutions; (ii) are not in violation of
any law, statute, rule, regulation or ordinance of Canada or any
political subdivision thereof; (iii) do not, as of the Purchase Date,
conflict with, or result in any breach of or constitute default under
any document, instrument or agreement to which it is a party to or by
which it is bound or its properties or assets are bound; and (iv)
will not result in or require the creation or imposition of
any lien, charge, security interest, encumbrance or other right,
claim or interest of any person other than EDC upon the Purchased
Refund whether created or imposed at law or pursuant to the terms of
any document, agreement or instrument to which the Seller
is subject or by which it or any of its properties or assets are
bound; and(x)
    
    the Seller has taken all necessary action
(corporate or otherwise) to authorize the execution, delivery and
performance of this Agreement, and




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this Agreement has been duly authorized, executed and delivered by
the Seller.
 (b)
    
    EDC represents and warrants to the Seller on the date hereof and is
deemed to represent and warrant on and as of the Purchase Date, that:
 (i)
    
    EDC is a corporation duly established and validly
existing under the laws of Canada; and(ii)
    
    EDC has full power and authority to execute,
deliver, and perform the terms and provisions of this Agreement, has
taken all necessary action (corporate or otherwise) to authorize the
execution, delivery and performance thereof, and this Agreement has
been duly authorized, executed and delivered by EDC.
 Section 2.02  Disclaimer
  ARTICLE III
PURCHASE AND SALE
 Section 3.01  Seller Undertakings
  pro rata pro rata share




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Section 3.02  Purchase and Sale Procedures
 Operation of Facility
 (a)
    
    It is acknowledged and agreed by the parties hereto that the Purchased Refund shall
be purchased by EDC and sold by the Seller pursuant to this Agreement and the Purchase
Notice.(b)
    
    EDC shall deliver to the Seller, by facsimile or other electronic means, with a completed
Purchase Notice based on data concerning cash deposit amounts and accrued interest up to arid
including the Purchase Date provided to EDC by USCBP and the Seller hereby acknowledges and
agrees that it accepts such amounts for purposes of this Agreement. The Purchase Notice shall
specify the Purchase Price and the Purchase Date.(c)
    
    If EDC has delivered the Purchase Notice to the Seller, EDC shall purchase the Purchased
Refund on the Purchase Date for an amount equal to the Purchase Price




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as specified in the Purchase Notice and subject to the terms and conditions
of this Agreement.(d)
    
    Upon payment of the Seller Amount by EDC to the Seller on the
Purchase Date, all right, title and interest of the Seller in and to the
Purchased Refund shall immediately be deemed to be assigned,
transferred and sold to EDC, as an absolute sale (and not as security), and
all of Sellers right, title and interest in and to the
Purchased Refund shall indefeasibly and irrevocably vest in EDC automatically
without the necessity of any further instrument or formality, conveyance,
transfer or assignment thereof to EDC.(e)
    
    (i) In the event that the amount of the Purchased Refund paid to
EDC (excluding any accrued interest on the Purchased Refund from the Purchase
Date to the liquidation date of the related covered entries) is less than the
Purchase Price, the Seller shall pay EDC, promptly upon receipt of a written
request by EDC, the amount of any such shortfall amount plus the interest
thereon calculated at the rate per annum used by USCBP from the Purchase Date
to the date of receipt by EDC of such amount less the US Interests applicable
pro ratashare of the shortfall amount. The US Interests applicable
pro ratashare of the shortfall amount shall be computed by
multiplying the shortfall amount by a fraction (i) the numerator
of which is
USD 1 billion and (ii) the denominator of which is the aggregate amount of all
duties and accrued interest payable to all importers of record, as calculated
and proved by USCBP under the AD Order and the CVD Order as of the date of
entry into force of the Softwood Lumber Agreement.(ii) In the event that the Purchased Refund is liquidated prior to the
Purchase Date set forth in the Purchase Notice, the Seller shall pay to EDC
the difference between (i) an amount equal to the interest that USCBP would
have paid for the period from the liquidation date to and including the
Purchase Date and (ii) an amount equal to interest at the Overnight Federal
Funds Rate on the Purchased Refund for the period from the liquidation date
to and including the Purchase Date.(f)
    
    (iii) In the event that EDC or the Escrow Agent is required to
return to USCBP any portion of the Purchased Refund, the Seller shall pay to
EDC or the Escrow Agent, promptly upon a written request by EDC, the amount of
such remittance, together with interest thereon from the date of such
remittance at the Overnight Federal Funds Rate less the US Interests applicable
pro ratashare of the remittance. The US Interests applicable
pro ratashare of the remittance shall be computed by multiplying the
remittance by a fraction (i) the numerator of which is USD 1 billion and (ii)
the denominator of which is the aggregate amount of all duties and accrued
interest payable to all importers of record, as calculated and proved by USCBP
under the AD Order and the CVD Order as of the date of entry into force of the
Softwood Lumber Agreement.




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Section 3.03  Discrepancies and Disputes
 (a)
    
    Nothing in this Agreement will constitute or be interpreted as a waiver or any other
relinquishment by the Seller of any right it may have to protest or otherwise dispute with
USCBP or any other applicable department or agency of the US Government that the amount of
any cash deposit to be refunded in respect of any covered entry or the calculation of
accrued interest thereon (any and all such rights herein called Dispute Rights) in order
to increase such amount. The Seller will deal directly with USCBP or such other applicable
department or agency of the US Government. in exercising and settling any
Dispute Right, and any additional amount payable by the US Government to the Seller in
respect of any disputed covered entry shall be paid directly to the Seller and shall
constitute property of the Seller.(b)
    
    The exercise of any Dispute Right by the Seller shall not impair, restrict or otherwise affect the
rights or obligations of EDC or the Seller under this Agreement.
 Section 3.04  No Assumption of Obligations
  ARTICLE IV
PLACE AND MANNER OF PAYMENT
 Section 4.01  Place and Manner of Payment




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ARTICLE V
CONDITIONS PRECEDENT
 Section 5.01  Conditions Precedent in Favour of EDC
  (a)
    
    EDC shall have received, within ten (10) days after the date of entry into force of the
Softwood Lumber Agreement, the documentation from USCBP as to the amount of the covered
entries and accrued interest necessary to enable EDC to complete the Purchase Notice.(b)
    
    Prior to September 27, 2006, EDC shall have received the following:
 (i)
    
    this Agreement, including a duly completed Schedule E, executed by the Seller;(ii)
    
    copy of the ACH Agreement provided to USCBP, as executed by the Seller;(iii)
    
    copy of the Escrow Agreement executed by the Seller and the Escrow Agent; and(iv)
    
    copy of the Irrevocable Power of Attorney, executed by the Seller.
 (c)
    
    Prior to the Purchase Date, EDC shall have received the following:
 (i)
    
    the favourable legal opinion of counsel to the Seller substantially in
the form of Schedule B;(ii)
    
    a duly completed Schedule C satisfactory to EDC;(iii)
    
    the favourable legal opinions of counsel to EDC, in form and substance
satisfactory to EDC;(iv)
    
    duly completed and executed forms prepared by external counsel to EDC for
filing under the personal property security regime or other applicable similar
regime in the applicable jurisdiction(s), together with any search reports
conducted by external counsel to EDC and satisfactory .to EDC;




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(v)
    
    evidence of the release of any lien, charge, hypothec, mortgage or other
encumbrance or any nature whatsoever applicable to the Purchased
Refund;(vi)
    
    the Sellers payment instructions;(vii)
    
    a certificate of incumbency from the Seller certifying the authority of
the person or persons who has or have, on behalf of the Seller, signed this
Agreement, the Escrow Agreement, the Irrevocable Power of Attorney and the ACH
Agreement; and(viii)
    
    such other documents as EDC may reasonably require to effectuate the purposes
of this Agreement.
 (d)
    
    On and as of the Purchase Date:
 (i)
    
    this Agreement, and the documents referred to in Section 5.01(a) (b) and
(c), shall not have been terminated;(ii)
    
    the Softwood Lumber Agreement is in full force and effect; and(iii)
    
    the representations and warranties of the Seller shall be true and correct
on and as of such date and there shall not exist or be continuing any Event of
Default.
 Section 5.02  Conditions Precedent in Favour of the Seller
  (a)
    
    this Agreement has not been terminated; and(b)
    
    the Softwood Lumber Agreement is in full force and effect.




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ARTICLE VI
COVENANTS
 Section 6.01  Covenants of the Seller
  (a)
    
    not commence any action against the US Government which EDC determines is likely
to adversely affect EDCs rights with respect to the Purchased Refund, without EDCs
consent;(b)
    
    take all steps and all actions as may be reasonably required or reasonably
deemed advisable by EDC to perfect or more fully evidence EDCs rights, title, benefits
and ownership interests in the Purchased Refund purchased by it hereunder;(c)
    
    not make or consent to any modification or amendment or waive any term or
condition which would affect the payment terms for or reduce the amount of the Purchased
Refund or agree to any amendment or modification or termination of any document referred
to in Section 3.01 (e) hereof, in each case without EDCs prior written consent;(d)
    
    notify EDC, immediately, upon becoming aware of the occurrence of any event or
circumstance which has adversely affected, or is likely to adversely affect the Sellers ability to
perform all or any of its obligations hereunder;(e)
    
    not grant or assign to any person other than
EDC or, on or after the Purchase Date, suffer to exist any lien, charge,
security interest, or other encumbrance of any nature whatsoever or other right, claim or
interest of any third party on all or any part of the Purchased Refund, and shall not do
anything or take any action to prejudice any of the rights created hereunder or
purported to be created hereunder in favor of EDC;(f)
    
    forthwith advise EDC in writing of the occurrence or existence of any Event of
Default or any event or circumstance that, with the passage of time, the giving of notice
or both, would constitute an Event of Default of which the Seller may be or become aware
and of the acts being taken by the Seller to remedy such Event of Default;(g)
    
    maintain its corporate existence and maintain all material authorizations,
consents and approvals required to own its properties and assets and carry on its
business and to perform its obligations hereunder; and




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(h)
    
    at the request and expense of EDC take all necessary steps, including instituting proceedings
itself (or assisting EDC in the conduct of any such proceedings instituted by EDC) for the
purpose of collecting payment of all or any part of the Purchased Refund purchased
by EDC under this Agreement.
 Section 6.02  Sellers Reservation
  ARTICLE VII
EVENTS OF DEFAULT
 Section 7.01- Events of Default
  (a)
    
    if any representation or warranty made by the Seller in this Agreement or in any document,
opinion of Sellers counsel or certificate or other instrument furnished in connection with
this Agreement, or any such document, opinion or certificate, shall prove to have been
materially incorrect when made or deemed to be made which, in the reasonable opinion of EDC,
is likely to materially and adversely affect (i) the Sellers ability to perform all or any
of its obligations under this Agreement or (ii) EDCs ability to acquire or receive payment in
full of the Purchased Refund and, if capable of being remedied, is not remedied within 30 days
after notice by EDC to Seller to do so;(b)
    
    the failure by the Seller to perform any of its material obligations under this Agreement;
and(c)
    
    any other event occurs or circumstances arise (including any changes, modifications,
amendments to any of the representations or warranties set out in
Section 2.01 or if the
Seller is unable to make any such representations or warranties) which, in the reasonable
opinion of EDC, is likely to materially and adversely affect (i) the Sellers ability to
perform all or any of obligations under




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this Agreement or (ii) EDCs ability to acquire or receive payment in full of the Purchased
Refund and, if capable of being remedied, is not remedied within 30 days after notice by EDC to
Seller to do so.
 Section 7.02  Remedies
  ARTICLE VIII
COSTS AND EXPENSES
 Section 8.01  Costs and Expenses
  (i)
    
    all costs and expenses incurred by it in connection with the negotiation,
preparation and execution of this Agreement (including legal fees and expenses of
EDCs counsel but excluding legal fees and expenses of the Sellers counsel or counsel
for any industry association);(ii)
    
    all of EDCs costs of administration of this Agreement, including costs
associated with obtaining information from USCBP and costs and legal expenses relating
to the filing, recording or registration of documents under personal property security
or other legislation in any jurisdiction to document, perfect or protect EDCs rights
in respect of the Purchased Refund; and(iii)
    
    all reasonable fees and expenses of the Escrow Agent and other reasonable costs
and expenses of the Escrow Agent relating to the Escrow Agreement.




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ARTICLE IX
NOTICE
 Section 9.01  Notice




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ARTICLE X
MISCELLANEOUS
 Section 10.01  Further Assurances
  Section 10.02  Entire Agreement
  Section 10.03  Governing Law




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Section 10.04  Successors and Assigns
  Section 10.05  Counterparts
  Section 10.06  Confidentiality
 Agreement on Subsidies and
Countervailing Measures. i.e.
 Section 10.07  Automatic Termination
  Section 10.08  Language




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BOWATER CANADIAN FOREST PRODUCTS INC.
 By: Vice-President
    
    
    
    By: Vice-PresidentSignature:
    
    /s/ Pierre Monahan
    
    
    
    Signature:
    
    /s/ Linda Gauvin(Print Name):
    
    Pierre Monahan
    
    
    
    (Print Name):
    
    Linda Gauvin
 EXPORT DEVELOPMENT CANADA




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EXPORT DEVELOPMENT CANADA
 By:
    
    /s/ Stephen DavisName: Stephen DavisTitle: Senior Risk Transfer MangerBy:
    
    /s/ Hal MillerName: Hal MillerTitle: Manager, Small Business Product Solutions




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BLANK [Seller-IOR]
 SCHEDULE
 PURCHASE NOTICE
 [INSERT DATE]
 [Seller Name]
 RE:
    
    Softwood Lumber Agreement Cash Deposits Purchase and Sale Agreement dated as of
[insert date], between EDC and [Seller-IOR] (the Agreement)
  Duties Paid by the Seller
    
    Accrued Interest
    
    Purchase Price
    
    US Interests
    
    Seller Amountup to and including
    
    up to and including
    
    (sum of column 1
    
    Amount (portion of
    
    (portion of
    
    Purchase
    
    Sellers[BLANK]
    
    the Purchase Date
    
    and column 2)
    
    Purchase Price)
    
    Purchase Price)
    
    Date
    
    wire Instructions
  
 EXPORT DEVELOPMENT CANADA




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BLANK BLANK.
  
  th
  Re:
    
    Purchase by Export Development Canada (EDC) of certain of
Payment Obligations to BLANK(the Seller) under the Softwood
Lumber Agreement Cash Deposits Purchase and Sale Agreement
dated as of [] between EDC and the Seller (the Purchase and
Sale Agreement).
 EDC Transaction No. SLA-BLANK
   (a)
    
    the Purchase and Sale Agreement;(b)
    
    the form of Purchase Notice from EDC to the Seller annexed to the Purchase and Sale
Agreement, in respect of the purchase of certain Purchased Refunds under the Agreement (the
Purchase Notice);(c)
    
    corporate documentation of Seller required to authorize the Seller to enter into the
Agreements (true copies of such documents are attached hereto);(d)
    
    Escrow Agreement;




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(e)
    
    Irrevocable Power of Attorney;(f)
    
    the ACH Agreement; and(g)
    
    [other relevant documents and laws].
    1.
    
    the Seller is a [corporation/partnership/other] duly [incorporated] and organized and
validly existing under the laws of BLANK;2.
    
    the Seller has full power and authority to execute, deliver and perform the terms and
provisions of the Agreements, has taken all necessary action (corporate or otherwise) to
authorize the execution, delivery and performance of the Agreements to which it is a
party, and such Agreements have been duly authorized, executed and delivered by the
Seller;3.
    
    the execution and delivery of the Agreements to which it is a parry and the performance
of, and the compliance with the terms thereof:
 (i)
    
    do not contravene or conflict with its constating documents, by-laws or
its resolutions;(ii)
    
    are not in violation of any law, statute, rule, regulation or ordinance of
[Canada/the United States] or [insert relevant province or state]; and(iii)
    
    do not require any consents or approvals of any governmental authority or
agency of [Canada) the United States] or [relevant province/state] whatsoever.




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BLANK [Seller-IOR].
 Disclosures
of 19 U.S.C. § 1592 proceedings, including prior disclosures
 Description




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BLANK [Seller-IOR].
 ESCROW AGREEMENT




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BLANK [Seller-IOR].
 LOCATIONS OF SELLERS CHIEF EXECUTIVE OFFICE AND PLACES OF
BUSINESS




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SCHEDULE E TO THE SOFTWOOD LUMBER AGREEMENT
CASH DEPOSITS PURCHASE AND SALE AGREEMENT
DATED AS OF
BETWEEN EDC AND BOWATER CANADIAN FOREST PRODUCTS INC.
 Chief Executive Office :
 Places of business:
 
 
 
 
 
 
 
 Affiliates
 Chief Executive Office :
 Places of business:
 Chief Executive Office :
 Places of business: