Obligation
167
14.05.
Authorization
167
14.06.
Reliance
168
14.07.
Subordination
168
14.08.
Waiver
168
14.09.
Maximum Liability
169
14.10.
Payments
169
14.11.
Keepwell
169
14.12.
Information
169
14.13.
Severability
169
14.14.
Canadian Severability
170
SCHEDULE 1.01A
Unrestricted Subsidiaries SCHEDULE 1.01B
Existing Letters
of Credit SCHEDULE 1.01C
Immaterial Subsidiaries SCHEDULE 1.01D
U.K. Tax
Schedule SCHEDULE 2.01
Commitments SCHEDULE 8.14
Subsidiaries SCHEDULE
8.24
Canadian Pension Plans SCHEDULE 9.13
Post-Closing Actions SCHEDULE
9.17(e)
Deposit Accounts SCHEDULE 9.17(g)
Location of Inventory SCHEDULE
10.01(iii)
Existing Liens SCHEDULE 10.04(vii)
Existing Indebtedness
SCHEDULE 10.05(iii)
Existing Investments EXHIBIT A-1
Form of Notice of
Borrowing EXHIBIT A-2
Form of Notice of Conversion/Continuation EXHIBIT B-1
Form of U.S. Revolving Note EXHIBIT B-2
Form of Canadian Revolving Note
EXHIBIT B-3
Form of U.S. Swingline Note EXHIBIT B-4
Form of Canadian
Swingline Note EXHIBIT C
Form of U.S. Tax Compliance Certificate EXHIBIT D
Form of Lender Loss Sharing Agreement EXHIBIT E-1
Form of U.S. Security
Agreement EXHIBIT E-2
Form of Canadian Security Agreement EXHIBIT F
Form
of Solvency Certificate EXHIBIT G
Form of Compliance Certificate EXHIBIT H
Form of Assignment and Assumption Agreement EXHIBIT I
Form of Assignment
Notice EXHIBIT J
Insurance Policy EXHIBIT K
Form of Borrower Designation
Request and Assumption Agreement EXHIBIT L
Form of Borrower Designation
Notice
-v-
THIS CREDIT AGREEMENT, dated as of May 22, 2015, among RESOLUTE FOREST PRODUCTS
INC. (the "Company"), RESOLUTE FP CANADA INC. ( "RFP Canada") and each of the
other Borrowers (as hereinafter defined) and Guarantors (as hereinafter defined)
party hereto, the Lenders party hereto from time to time, BANK OF AMERICA, N.A.,
as the Administrative Agent under the U.S. Subfacility (in such capacity, the
"U.S. Administrative Agent") and Collateral Agent (in such capacity, the
"Collateral Agent") and BANK OF AMERICA, N.A. (ACTING THROUGH ITS CANADA
BRANCH), as the Administrative Agent under the Canadian Subfacility (in such
capacity, the "Canadian Administrative Agent"). All capitalized terms used
herein and defined in Section 1.01 are used herein as therein defined.
W I T N E S S E T H:
WHEREAS, (a) the Borrowers have requested that the Lenders extend credit in the
form of Revolving Loans in an aggregate principal amount at any time outstanding
not to exceed $600,000,000, consisting of a U.S. Subfacility in an initial
aggregate principal amount of $150,000,000 (the "U.S. Subfacility") and a
Canadian Subfacility in an initial aggregate principal amount of $450,000,000
(the "Canadian Subfacility" and, together with the U.S. Subfacility, the
"Subfacilities"), (b) the Borrowers have requested that the Issuing Banks issue
Letters of Credit in an aggregate stated amount at any time outstanding not to
exceed $200,000,000 and (c) the Borrowers have requested the Swingline Lenders
to extend credit in the form of Swingline Loans in an aggregate principal amount
at any time outstanding not to exceed $60,000,000.
NOW THEREFORE, the Lenders are willing to extend such credit to the Borrowers,
the Swingline Lenders are willing to make Swingline Loans to the Borrowers and
the Issuing Banks are willing to issue Letters of Credit for the