Investment Related Property
21
6.7 Intellectual Property
23
SECTION 7.
ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL
GRANTORS; INSURANCE 25
7.1 Access; Right of Inspection
25
7.2 Further
Assurances
25
7.3 Additional Grantors
26
7.4 Insurance
26
SECTION 8.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT 26
8.1 Power of
Attorney
27
8.2 No Duty on the Part of Collateral Agent or Secured Parties
28
SECTION 9.
REMEDIES 28
9.1 Generally
28
9.2 Application of Proceeds
29
9.3 Sales on Credit
29
9.4 Investment Related Property
29
9.5
Grant of Intellectual Property License
30
9.6 Intellectual Property
30
9.7 Cash Proceeds; Deposit Accounts
32
SECTION 10.
COLLATERAL
AGENT 33
SECTION 11.
CONTINUING SECURITY INTEREST; TRANSFER OF
LOANS
33
SECTION 12.
STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM
33
SECTION 13.
MISCELLANEOUS 34
SCHEDULE 2.2 - EXCLUDED
SNOWFLAKE DISPOSITION ASSETS
SCHEDULE 5.1 - GENERAL INFORMATION
SCHEDULE 5.2 - COLLATERAL IDENTIFICATION
SCHEDULE 5.4 -
FINANCING STATEMENTS
SCHEDULE 5.5 - LOCATION OF EQUIPMENT AND
INVENTORY
EXHIBIT A - PLEDGE SUPPLEMENT
EXHIBIT B -
UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C - SECURITIES
ACCOUNT CONTROL AGREEMENT
EXHIBIT D - DEPOSIT ACCOUNT CONTROL
AGREEMENT
EXHIBIT E - TRADEMARK SECURITY AGREEMENT
EXHIBIT F -
COPYRIGHT SECURITY AGREEMENT
EXHIBIT G - PATENT SECURITY AGREEMENT
This U.S. PLEDGE AND SECURITY AGREEMENT, dated as of April 1, 2008 (this
"Agreement"), between each Guarantor Subsidiary/Affiliate (as defined in the
Credit Agreement) party hereto from time to time, whether as an original
signatory hereto or as an Additional Grantor (as herein defined) (each, a
"Grantor"), and Goldman Sachs Credit Partners L.P., as collateral agent for the
Secured Parties (as herein defined) (in such capacity as collateral agent,
together with its successors and permitted assigns, the "Collateral Agent").
RECITALS:
WHEREAS , reference is made to that certain Credit and Guaranty Agreement, dated
as of the date hereof (as it may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), by and among
Abitibi-Consolidated Company of Canada, as Borrower, Abitibi-Consolidated Inc.,
the Guarantor Subsidiaries, the lenders party thereto from time to time (the
"Lenders"), Goldman Sachs Credit Partners L.P., as Administrative Agent and
Collateral Agent;
WHEREAS , in consideration of the extensions of credit and other accommodations
of Lenders as set forth in the Credit Agreement, each Grantor has agreed to
secure such Grantor's obligations under the Credit Documents as set forth
herein; and
NOW, THEREFORE , in consideration of the premises and the agreements, provisions
and covenants herein contained, each Grantor and the Collateral Agent agree as
follows:
SECTION 1.
DEFINITIONS; GRANT OF SECURITY.
1.1
General Definitions . In this Agreement, the following terms shall
have the following meanings:
"Additional Grantors" shall have the meaning assigned in Section 7.3.
"Agreement" shall have the meaning set forth in the preamble.
"Borrower" shall have the meaning set forth in the recitals.
"Cash Proceeds" shall have the meaning assigned in Section 9.7.
"Collateral" shall have the meaning assigned in Section 2.1.
"Collateral Account" shall mean any account established by the Collateral