to the Canadian Guarantee and Collateral Agreement, and such
Schedule 2 is hereby amended and modified to include such information.
2. GOVERNING LAW. THIS SUPPLEMENTAL AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.
Annex 1-A-2
IN WITNESS WHEREOF, the undersigned has caused this Supplemental Agreement to be
duly executed and delivered as of the date first above written.
[ADDITIONAL CANADIAN PLEDGOR] By:
Name:
Title:
Acknowledged and Agreed to as of the date hereof by:
BANK OF AMERICA, N.A.,
as ABL Collateral Agent and Administrative Agent
By:
Name:
Title:
Annex 1-A-3
EXHIBIT D-2 TO
ABL CREDIT AGREEMENT
[FORM OF]
DEED OF HYPOTHEC
ON THE UNIVERSALITY OF MOVABLE PROPERTY
BETWEEN: UNISOURCE CANADA, INC., a corporation duly amalgamated under the laws
of Canada, having its registered office and domicile at 6185 McLaughlin Road,
Mississauga, Province of Ontario L5R 3W7,
(the "Grantor")
AND: BANK OF AMERICA, N.A., having an office at One Bryant Park, New York, NY
10036 U.S.A., acting for its own benefit as Lender and as Administrative Agent,
ABL Collateral Agent and solidary creditor for the benefit of the other present
and future Secured Parties (as hereinafter defined) under the hereinafter
defined Credit Agreement, and any successors thereto in such capacity
(including its successors and assigns, the "Agent")
WHO HAVE DECLARED AS FOLLOWS:
WHEREAS xpedx Intermediate, LLC, xpedx, LLC, the several Subsidiary Borrowers
(as defined in the Credit Agreement (hereinafter defined)), the Grantor, as
Canadian Borrower, the financial institutions listed on the signature pages
thereto, as Lenders, the Agent and the other parties described therein have
entered or will be entering into a credit agreement dated on or about July 1,
2014 providing, inter alia, for credit facilities to be made available
thereunder by the Lenders to the Borrowers (as defined in the Credit Agreement
(hereinafter defined)), subject to the terms and conditions therein set forth
(said credit agreement as same may be amended, restated, supplemented or
otherwise modified from time to time, being hereinafter referred to as the
"Credit Agreement"); all capitalized words and expressions used herein shall
have the same meaning as ascribed thereto in the Credit Agreement, unless
otherwise defined herein or unless the context otherwise requires;
WHEREAS the Grantor has executed or will concurrently execute in favour of the
Agent a Canadian Guarantee and Collateral Agreement governed by the laws of the
Province of Ontario (as same may be amended, restated, supplemented or otherwise
modified from time to time, the "Canadian Guarantee and Collateral Agreement");
WHEREAS to secure the Obligations (as such expression is hereinafter defined),
the Grantor has agreed to grant a hypothec on the Hypothecated Property (as such
expression is hereinafter defined) in favour of the Agent, acting for the
benefit of itself as a Canadian Lender and as
Deed of Hypothec - Unisource Canada, Inc. (2014)
D-2-1