BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS
CONFLICTS OF LAW PRINCIPLES INSOFAR AS SUCH PRINCIPLES WOULD DEFER TO THE
SUBSTANTIVE LAWS OF SOME OTHER JURISDICTION (OTHER THAN ANY MANDATORY PROVISIONS
OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION
OF THE SECURITY INTEREST).
THE PROVISIONS OF THE CREDIT AGREEMENT UNDER THE
HEADINGS "CONSENT TO JURISDICTION" AND "WAIVER OF JURY TRIAL" ARE INCORPORATED
HEREIN BY THIS REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF
THE CREDIT AGREEMENT.
28
IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
BORROWER:
ABITIBI-CONSOLIDATED COMPANY OF CANADA
By:
Name:
Title:
By:
Name:
Title:
GUARANTORS :
ABITIBI-CONSOLIDATED INC.
1508756 ONTARIO INC.
6J69678 CANADA INCORPORATED
3834328 CANADA INC.
ABITIBI-CONSOLIDATED NOVA SCOTIA
INCORPORATED
TERRA NOVA EXPLORATIONS LTD.
THE JONQUIERE PULP COMPANY
THE INTERNATIONAL BRIDGE AND
TERMINAL COMPANY
SCRAMBLE MINING LTD.
ABITIBI-CONSOLIDATED CANADIAN
OFFICE PRODUCTS HOLDINGS
INC.
MARKETING DONOHUE INC.
3224112NOVA SCOTIA LIMITED
DONOHUE RECYCLING INC.
By:
Name:
Title:
Autorized officer or representative
of each of the above
By:
Name:
Title:
Autorized officer or representative
of each of the above
[Signature Page to U.S. Pledge and Security Agreement -Canadian Credit Parties]
PRODUITS FORESTIERS SAGUENAY INC.
By:
Name:
Title:
Officer or authorized
representative
[Signature Page to U.S. Pledge and Security Agreement -Canadian Credit Parties]
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Collateral Agent
By:
Name:
Title: Authorized Signatory
[Signature Page to U.S. Pledge and Security Agreement -Canadian Credit Parties]
SCHEDULE A
TO U.S. PLEDGE AND SECURITY AGREEMENT
FIXED ASSET COLLATERAL
FEE INTERESTS
[To be provided by Grantors]
SCHEDULE A-1
SCHEDULE B
TO U.S. PLEDGE AND SECURITY AGREEMENT
FIXED ASSET COLLATERAL
EQUITY INTERESTS
[To be provided by Grantors]
SCHEDULE B-1
SCHEDULE 5.1
TO U.S. PLEDGE AND SECURITY AGREEMENT
GENERAL INFORMATION
(A)
Full Legal Name, Type of Organization, Jurisdiction of
Organization, Chief Executive Office/Sole Place of Business (or Residence if
Grantor is a Natural Person) and Organizational Identification Number of each
Grantor:
Chief Executive
Office/Sole Place of
Business (or
Full Legal
Type of
Jurisdiction of
Residence if Grantor
Name
Organization
Organization
is
a Natural Person)
Organization I.D. #
(B)
Other Names (including any Trade Name or Fictitious Business Name)
under which each Grantor currently conducts business:
Full Legal Name
Trade Name or
Fictitious Business Name
(C)
Changes in Name, Jurisdiction of Organization, Chief Executive
Office or Sole Place of Business (or Principal Residence if Grantor is a Natural
Person) and Corporate Structure within past five (5) years:
Grantor
Date of Change
Description of Change
(D)
Agreements pursuant to which any Grantor is bound as debtor within
past five (5) years:
Grantor
Description of Agreement
SCHEDULE 5.1-1
SCHEDULE 5.2
TO U.S. PLEDGE AND SECURITY AGREEMENT
COLLATERAL IDENTIFICATION
1.
INVESTMENT RELATED PROPERTY
(A)
Pledge Stock:
Grantor
Stock
Issuer
Class of
Stock
Stock