RECEIVABLES PURCHASE AGREEMENT
as the Seller
as the Investor
as a Bank
as the Agent
as Servicer
as Subservicer
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ARTICLE I DEFINITIONS | 1 | |||
Section 1.01 Certain Defined Terms | 1 | |||
Section 1.02 Other Terms | 33 | |||
ARTICLE II AMOUNTS AND TERMS OF THE PURCHASES | 34 | |||
Section 2.01 Purchase Facility | 34 | |||
Section 2.02 Making Purchases | 34 | |||
Section 2.03 Receivable Interest Computation | 36 | |||
Section 2.04 Settlement Procedures | 36 | |||
Section 2.05 Fees | 39 | |||
Section 2.06 Payments and Computations, Etc. | 39 | |||
Section 2.07 Dividing or Combining Receivable Interests | 40 | |||
Section 2.08 Increased Costs | 40 | |||
Section 2.09 [Intentionally Omitted] | 41 | |||
Section 2.10 Taxes | 41 | |||
Section 2.11 Security Interest | 43 | |||
Section 2.12 Sharing of Payments | 44 | |||
Section 2.13 Intentionally Omitted | 44 | |||
Section 2.14 Purchase by Term-Out Banks | 44 | |||
Section 2.15 Interest on Cash Secured Advances | 45 | |||
Section 2.16 Repayment of Cash Secured Advances | 45 | |||
Section 2.17 Use of Proceeds; Security Interest in Collateral Advance Account | 45 | |||
Section 2.18 Repurchase Option | 46 | |||
ARTICLE III CONDITIONS OF PURCHASES | 46 | |||
Section 3.01 [Intentionally Omitted] | 46 | |||
Section 3.02 Conditions Precedent to All Purchases and Reinvestments | 47 | |||
Section 3.03 Conditions Precedent to the Effectiveness of Amendment and Restatement | 47 | |||
ARTICLE IV REPRESENTATIONS AND WARRANTIES | 49 | |||
Section 4.01 Representations and Warranties of the Seller | 49 | |||
Section 4.02 Representations and Warranties of the Servicer | 53 | |||
ARTICLE V COVENANTS | 55 | |||
Section 5.01 Covenants of the Seller | 55 | |||
Section 5.02 Covenant of the Seller and the Originators | 62 | |||
ARTICLE VI ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES | 63 | |||
Section 6.01 Designation of Servicer | 63 | |||
Section 6.02 Duties of Servicer | 63 |
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Section 6.03 Certain Rights of the Agent | 65 | |||
Section 6.04 Rights and Remedies | 66 | |||
Section 6.05 Further Actions Evidencing Purchases | 67 | |||
Section 6.06 Covenants of the Servicer and each Originator | 67 | |||
Section 6.07 Indemnities by the Servicer | 67 | |||
Section 6.08 Collateral Advance Account | 69 | |||
Section 6.09 Canadian Residents | 70 | |||
Section 6.10 Collateral Advance Account Agreement; Deposit Account Agreements | 71 | |||
ARTICLE VII EVENTS OF TERMINATION | 71 | |||
Section 7.01 Events of Termination | 71 | |||
ARTICLE VIII THE AGENT | 75 | |||
Section 8.01 Authorization and Action | 75 | |||
Section 8.02 Agent's Reliance, Etc. | 75 | |||
Section 8.03 CNAI and Affiliates | 75 | |||
Section 8.04 Bank's Purchase Decision | 76 | |||
Section 8.05 Indemnification of Agent | 76 | |||
ARTICLE IX INDEMNIFICATION | 76 | |||
Section 9.01 Indemnities by the Seller | 76 | |||
ARTICLE X MISCELLANEOUS | 79 | |||
Section 10.01 Amendments, Etc. | 79 | |||
Section 10.02 Notices, Etc. | 83 | |||
Section 10.03 Assignability | 83 | |||
Section 10.04 Costs and Expenses | 86 | |||
Section 10.05 No Proceedings | 87 | |||
Section 10.06 Confidentiality | 87 | |||
Section 10.07 GOVERNING LAW | 89 | |||
Section 10.08 Execution in Counterparts | 89 | |||
Section 10.09 Survival of Termination | 89 | |||
Section 10.10 Consent to Jurisdiction | 89 | |||
Section 10.11 WAIVER OF JURY TRIAL | 90 | |||
Section 10.12 Judgment | 90 | |||
Section 10.13 Execution by ACI | 91 | |||
Section 10.14 Language | 91 | |||
Section 10.15 Tax Treatment | 91 | |||
Section 10.16 Acknowledgment | 91 |
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SCHEDULES | ||||
SCHEDULE I | - | Deposit Accounts | ||
SCHEDULE II | - | Credit and Collection Policy | ||
SCHEDULE III | - | Addresses | ||
SCHEDULE IV | - | UCC and PPSA Information | ||
SCHEDULE V | - | Special Country Concentration Limits | ||
ANNEXES | ||||
ANNEX A-1 | - | Form of Monthly Report | ||
ANNEX A-2 | - | Form of Weekly Report | ||
ANNEX B | - | Form of Deposit Account Agreement | ||
ANNEX C | - | Form of Collateral Advance Account Agreement | ||
ANNEX D | - | [Intentionally Omitted] | ||
ANNEX E-1 | - | Form of Funds Transfer Letter | ||
ANNEX E-2 | - | Form of Direction Letter | ||
ANNEX F | - | Form of Undertaking (Originator) | ||
ANNEX G | - | Form of Undertaking (Servicer) | ||
ANNEX H | - | Insurance Policy | ||
ANNEX I | - | Form of Notice of Continuance and Change of Address | ||
ANNEX J | - | Form of Notice of Amalgamation | ||
ANNEX K | - | Form of Assumption Agreement | ||
ANNEX L | - | Form of Notice of Change of Address | ||
ANNEX M | - | Forms of Bank Agreement Security Letters | ||
ANNEX N | - | Form of Certificate Regarding Adverse Claims |
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RECEIVABLES PURCHASE AGREEMENT
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"Notice of Change of Address" has the meaning specified in Section 10.01(e).
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C | = | the Capital of such Receivable Interest at the time of computation. | ||||
AC | = | the aggregate Capital of all Receivable Interests at the time of computation. |
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[OBOR] x (30 + CDP) | ||
CO |
OBOR | = | the Outstanding Balance of all Pool Receivables |
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CO | = | Collections received during such calendar month | ||||
CDP | = | the Collection Delay Period. |
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IR x C xED + LF | ||||
360 |
AR x C xED + LF | ||||
360 |
AR | = | the Assignee Rate for such Receivable Interest for such Fixed Period; | ||||
C | = | the Capital of such Receivable Interest during such Fixed Period; | ||||
IR | = | the Investor Rate for such Receivable Interest for such Fixed Period; | ||||
ED | = | the actual number of days elapsed during such Fixed Period; | ||||
LF | = | the Liquidation Fee, if any, for such Receivable Interest for such Fixed Period; |
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C | = | the Capital of such Receivable Interest at the close of business of the Servicer on such date. | ||||
YFRP | = | the Yield and Fee Reserve Percentage on such date. | ||||
AUYF | = | accrued and unpaid Yield, Servicer Fee and Fees on such date, in each case for such Receivable Interest. | ||||
SFRP | = | the Servicer Fee Reserve Percentage. | ||||
OBOR | = | the aggregate Outstanding Balance of all Pool Receivables on such date. |
1.5 x (AER + AM + PF) x TR | ||||
360 |
AER | = | the one-month Adjusted Eurodollar Rate in effect on such date. | ||||
AM | = | the applicable spread or margin over the Adjusted Eurodollar Rate used in the calculation of the Assignee Rate in effect on such date. | ||||
PF | = | the Program Fee Rate (as defined in the Fee Agreement), in effect on such date. | ||||
TR | = | the Three-Month Turnover Rate for the most recently ended calendar month. |
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Annex N.
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OF POOL RECEIVABLES
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Purchase Agreement to secure obligations of such Bank to a Federal Reserve Bank, without notice to or consent of the Seller or the Agent;provided that no such pledge or grant of a security interest shall release a Bank from any of its obligations hereunder or under the Asset Purchase
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law.
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SELLER: ABITIBI-CONSOLIDATED U. S. FUNDING CORP. | ||||
By: | /s/ Breen H. Blaine | |||
Title: President | ||||
Name: Breen H. Blaine | ||||
By: | /s/ Colin J. Keeler | |||
Title: VP | ||||
Name: Colin Keeler | ||||
INVESTOR: EUREKA SECURITISATION, PLC | ||||
By: | Citibank, N. A., London Branch, as Attorney-in-Fact |
By: | /s/ Nigel Kilvington | |||
Title: Vice President | ||||
Name: Nigel Kilvington | ||||
AGENT: CITIBANK, N. A., London Branch, as Agent | ||||
By: | /s/ Nigel Kilvington | |||
Title: Vice President | ||||
Name: Nigel Kilvington | ||||
BANK: CITIBANK, N. A. | ||||
By: | /s/ Nigel Kilvington | |||
Title: Nigel Kilvington | ||||
Name: Vice President | ||||
SERVICER: ABITIBI CONSOLIDATED SALES CORPORATION | ||||
By: | /s/ Breen H. Blaine | |||
Title: Vice President | ||||
Name: Breen H. Blaine | ||||
By: | /s/ Colin J. Keeler | |||
Title: Vice President | ||||
Name: Colin Keeler | ||||
SUBSERVICER: ABITIBI-CONSOLIDATED INC. | ||||
By: | /s/ [UNREADABLE] | |||
Title: | ||||
Name: | ||||
By: | /s/ [UNREADABLE] | |||
Title: | ||||
Name: | ||||
ORIGINATORS: ABITIBI-CONSOLIDATED INC. | ||||
By: | /s/ [UNREADABLE] | |||
Title: | ||||
Name: | ||||
By: | /s/ [UNREADABLE] | |||
Title: | ||||
Name: | ||||
ABITIBI CONSOLIDATED SALES CORPORATION | ||||
By: | /s/ Breen H. Blaine | |||
Title: VP | ||||
Name: Breen H. Blaine | ||||
By: | /s/ Colin J. Keeler | |||
Title: VP | ||||
Name: Colin Keeler | ||||
Complete Name of | ||||||||||||||
Complete Name of | Name and Address of | Deposit Account | Deposit | |||||||||||
Originator | Lock-box Owner | Deposit Bank* | Lock-Box Nos. | Location | Owner | Account Bank | ||||||||
Abitibi-Consolidated Inc. | Abitibi-Consolidated Inc. | Royal Bank of Canada 1 Place Ville Marie Montreal | •72C •10C and •33C •10U and •33U | Toronto Vancouver Montreal Vancouver Montreal | Abitibi-Consolidated Inc. | Royal Bank of Canada | 1 1 4 | |||||||
Abitibi Consolidated Sales Corporation | Abitibi-Consolidated U. S. Funding Corp. | LaSalle Bank National Association 135 South LaSalle Street Chicago IL 60603 | •28 •70 | Chicago Chicago | Abitibi-Consolidated U. S. Funding Corp. | LaSalle Bank National Association | 5 5 | |||||||
Abitibi-Consolidated Inc. | N/A | Citibank, N. A. 390 Greenwich Street, 8th Floor New York NY 10013 | N/A | N/A | Abitibi-Consolidated U. S. Funding Corp. | Citibank, N. A. | 4 |
* | And, if different, name and address of processor of lock-box. |
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SCHEDULE II
[INSERTED BELOW]
Seller: | Abitibi-Consolidated U. S. Funding Corp. | |
4 Gannett Drive, ACUSFC Room White Plains, N. Y. 10604-3400 Attention: Breen Blaine Facsimile No.: 914-640-8920 | ||
Investor: | Eureka Securitisation, plc | |
Citigroup Centre 33 Canada Square, 5th Floor Canary Wharf London E14 5LB England Attention: Nigel Kilvington Facsimile: 44-207-986-4705 | ||
With a copy to: | ||
450 Mamaroneck Avenue Harrison, N. Y. 10528 | ||
Attention: Global Securitization Facsimile No.: 914 899-7890 | ||
Agent: | Citibank, N. A., London Branch | |
Citigroup Centre 33 Canada Square, 5th Floor Canary Wharf London E14 5LB England | ||
Attention: Nigel Kilvington Facsimile: 44-207-986-4705 | ||
With a copy to: | ||
450 Mamaroneck Avenue Harrison, N. Y. 10528 | ||
Attention: Global Securitization Facsimile No.: 914 899-7890 |
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Bank: | Citibank, N. A. | |
450 Mamaroneck Avenue Harrison, N. Y. 10528 | ||
Attention: Global Securitization Facsimile No.: 914 899-7890 |
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Parent: | ABITIBI-CONSOLIDATED INC | |
1155 METCALFE STREET SUITE 800 | ||
MONTREAL QC H3B 542 CANADA | ||
ATTENTION: TREASURY DEPARTMENT Facsimile No.: 514-3942267 | ||
With a copy to (in the event of claims or disputes only): | ABITIBI-CONSOLIDATED INC 1155 METCALFE STREET SUITE 800 | |
MONTREAL QC H3B 542 | ||
CANADA | ||
ATTENTION: LEGAL DEPARTMENT | ||
Facsimile No.: 514-394-3644 | ||
Servicer: | Abitibi Consolidated Sales Corporation | |
4 Gannett Drive | ||
White Plains, N. Y. 10604-3400 Attention: Breen Blaine | ||
Facsimile No.: 914-640-8917 | ||
With Copy To: | ||
Attention: Montréal Legal Department | ||
Facsimile No.: 514-394-3644 | ||
Canadian Originator: | ABITIBI-CONSOLIDATED INC | |
1155 METCALFE STREET SUITE 800 | ||
MONTREAL QC H3B 542 CANADA | ||
ATTENTION: TREASURY DEPARTMENT Facsimile No.: 514-394 2267 | ||
U. S. Originator: | Abitibi Consolidated Sales Corporation | |
4 Gannett Drive | ||
White Plains, N. Y. 10604-3400 Attention: Breen Blaine | ||
Facsimile No.: 914-640-8917 | ||
With Copy To: | ||
Attention: Montreal Legal Department | ||
Facsimile No.: 514-394-3644 |
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Seller: | ||
Name: | Abitibi-Consolidated U.S. Funding Corp. | |
Current Address: | 4 Gannett Drive, ACUSFC Room | |
White Plains, N.Y. 10604-3400 | ||
Prior Address: | None | |
Jurisdiction of Organization: | Delaware | |
UCC Filing Office: | Delaware Secretary of State | |
Prior Name: | None | |
U.S. Originator: | ||
Name: | Abitibi Consolidated Sales Corporation | |
Current Address: | 4 Gannett Drive | |
(and location of chief | White Plains, NY 10604-3400 | |
executive office and | ||
Receivables records) | ||
Prior Address: | None | |
Jurisdiction of Organization: | Delaware | |
UCC Filing Office: | Delaware Secretary of State | |
Prior Name: | Abitibi-Price Sales Corporation | |
Canadian Originator: | ||
Name: | Abitibi-Consolidated Inc. | |
Chief Executive and | 1155 Metcalfe Street, Suite 800 | |
Registered Office | ||
and locations of | ||
Receivables records: | Montreal, Quebec, Canada H3B 5H2 | |
Jurisdiction of Organization: | Canada |
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PPSA Filing Offices: | British Columbia | |
Ontario | ||
Quebec | ||
Alberta | ||
Prior Name: | None |
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Special Country | ||||
Foreign Currency Long-Term Debt | Concentration Limit | |||
Ratings at least: | Percentage: | |||
AA- by S&P and Aa3 by Moody's | 12.00 | % | ||
BB+- by S&P and Ba1 by Moody's | 8.00 | % |
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[INSERTED BELOW]
[INSERTED BELOW]
DEPOSIT ACCOUNT CONTROL AGREEMENT
January 31, 2008
Citibank, N.A.
388 Greenwich Street
New York, NY 10013
Re: Account No. 40647095 (the "Account")
Abitibi-Consolidated U.S. Funding Corp. (the "Seller")
Ladies and Gentlemen:
In connection with certain transactions pursuant to which the Seller has acquired certain accounts receivable (collectively, the "Receivables") from Abitibi Consolidated Inc. ("ACI" or the "Originator") and assigned undivided percentage interests in the Receivables to Citibank, N.A. London Branch, as agent (the "Agent"), the Originator hereby transfers exclusive ownership and control of the Account to the Seller, and the Seller hereby notifies you that as of the "Effective Date" (as defined below) the Seller has granted a security interest to the Agent in the Account. Deposits in the Account consist of collections of the Receivables mailed to and deposited in the Account and collections of Receivables transferred from other banks (or from other accounts at Citibank, N.A.) directly to the Account ("Bank Transfers"). Pursuant to this Agreement, the Seller and the Agent desire to perfect the Agent's security interest in the Account by providing the Agent with "control" (as such term is defined in Article 9 of the Uniform Commercial Code) of the Account.
In connection with the foregoing, the Originator, the Seller and the Agent hereby instruct you beginning on the Effective Date: (i) to collect the monies, checks, instruments and other items of payment mailed to the Account and to accept the Bank Transfers, (ii) to deposit into the Account all such monies, checks, instruments and other items of payment; and (iii) to transfer all funds deposited and collected in the Account pursuant to instructions given to you by the Agent from time to time. The Originator, the Seller, the Agent and you agree that from and after the Effective Date you will comply with all such instructions given to you by the Agent and directing disposition of such funds in the Account without further consent by the Originator or the Seller.
For the purposes hereof, the "Effective Date" shall be the business day on which you receive a notice (which may be sent by facsimile) from the Agent and the Seller (such notice, the "Effective Date Notice") stating that the transactions referred to in the first paragraph above have been consummated. You agree to promptly confirm to the Agent and the Seller by facsimile your receipt of the Effective Date Notice and the occurrence of the Effective Date.
In accordance with clause (iii) of the second preceding paragraph, the Agent hereby instructs you that from and after the Effective Date unless and until the Agent notifies you to the
contrary pursuant to a notice of effectiveness substantially in the form of Attachment I hereto, you shall make such transfers from the Account at such times and in such manner as Abitibi Consolidated Sales Corporation ("ACSC"), in its capacity as servicer for the Agent, or ACI, in its capacity as subservicer, shall from time to time instruct. You are hereby further instructed, in each case, from and after the Effective Date, (i) that the Account will be entitled "Abitibi Receivables Purchase Agreement Deposit Account for the benefit of Citibank, N.A. London Branch as Agent" and (ii) to permit ACSC (in its capacity as servicer for the Agent), the Seller and the Agent to obtain upon request any information relating to the Account, including, without limitation, any information regarding the balance of or activity in the Account.
You shall be fully protected in acting pursuant to the Effective Date Notice and shall not be under any obligation to make any inquiry whatsoever as to the Agent's right and authority to give such notice or to verify the authority or signature of any party identifying itself as representing, or signing on behalf of, the Agent in the Effective Date Notice.
The Agent acts as agent for persons having a continuing interest in all of the monies, checks and other items of payment and their proceeds and all monies and earnings, if any, thereon in the Account, and you shall be the Agent's agent for the purpose of holding and collecting such property. From and after the Effective Date, the monies, checks, instruments and other items of payment mailed to, and the funds deposited into, the Account will not be subject to deduction, set-off, banker's lien, security interest or any other right in favor of any person other than the Agent, except that (a) you may set off (i) all amounts due to you in respect of your customary fees and expenses for the routine maintenance and operation of the Account, (ii) the face amount of any checks or other items credited to the Account and thereafter returned for any reason and (iii) any funds credited to the Account in error, and (b) you may have a right of setoff, security interest or other lien in the funds deposited in the Account so long as such right of setoff (for amounts other than those described in the preceding clause (a)), security interest or other lien is in all respects junior and subordinate to that of the Agent and may not be exercised without the prior consent of the Agent.
This Agreement may not be terminated at any time by the Originator, the Seller or you, without the prior written consent of the Agent; provided, that you or the Agent may terminate this Agreement upon sixty (60) days' prior written notice to the other parties. Upon any such termination, you shall transfer all funds in the Account to such account as has been designated by the Agent (the "Designated Account") and keep the Account open for the limited purpose of accepting wire transfers during the 60-day period following such termination, any such funds received by you to be promptly transferred to the Designated Account. The Seller agrees to pay you on demand your reasonable costs and expenses incurred in complying with the provisions of the preceding sentence, and in the event the Seller does not so pay you, the Agent shall pay such costs and expenses within 30 days after its receipt of notice from you thereof, and the Seller shall promptly reimburse the Agent for any such payment. Following the 60-day period referred to in the second preceding sentence, you may close the Account. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived orally but only by an instrument in writing signed by the Agent, you, the Originator and the Seller.
You shall not assign or transfer your rights or obligations hereunder (other than to the Agent) without the prior written consent of the Agent and the Seller except that you may assign such
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rights or obligations to any of your affiliates, provided, you furnish the Originator, the Seller and the Agent with prompt written notice thereof. Subject to the preceding sentence, this Agreement shall be binding upon each of the parties hereto and their respective successors and assigns, and shall inure to the benefit of, and be enforceable by, the Agent, each of the parties hereto and their respective successors and assigns.
You will not be liable to the Originator, the Seller or the Agent for any expense, claim, loss, damage or cost ("Damages") arising out of or relating to your performance under this Agreement other than those Damages which result directly from your acts or omissions constituting gross negligence, subject to the limits in the next succeeding sentence. Your liability is limited to direct money Damages actually incurred in an amount not exceeding the compensation for the services referred to herein during the month in which such acts or omissions occurred.
In no event will you be liable for any special, indirect, exemplary or consequential damages, including but not limited to lost profits.
You will be excused from failing to act or delay in acting, and no such failure or delay shall constitute a breach of this Agreement or otherwise give rise to any liability of yours, if (i) such failure or delay is caused by circumstances beyond your reasonable control, including but not limited to legal constraint, emergency conditions, action or inaction of governmental, civil or military authority, fire, strike, lockout or other labor dispute, war, riot, theft, flood, earthquake or other natural disaster, breakdown of public or private or common carrier communications or transmission facilities, equipment failure, or act, negligence or default of the Originator, the Seller or the Agent or (ii) such failure or delay resulted from your reasonable belief that the action would have violated any guideline, rule or regulation of any governmental authority.
The Originator hereby agrees to indemnify you against, and hold you harmless from, any and all liabilities, claims, costs, expenses and damages of any nature (including but not limited to allocated costs of staff counsel, other reasonable attorney's fees and any fees and expenses incurred in enforcing this Agreement) in any way arising out of or relating to disputes or legal actions concerning this Agreement, the Account, or any money, check, instrument or other form of payment deposited or credited thereto. This paragraph does not apply to any cost or damage attributable to your gross negligence or intentional misconduct. The obligations of the Originator under this paragraph shall survive termination of this Agreement. You agree to notify the Seller, the Originator and the Agent in writing as soon as reasonably practicable after receipt by you of written notice of the commencement of any suit, proceeding or other action by a third party if a claim for indemnification in respect thereof may be made by you against the Originator under this paragraph; provided, however, that your failure to so notify the Seller and the Originator shall not in any way affect the obligations of the Originator or your rights under this paragraph.
Each party hereto hereby represents (solely as to itself) that the person signing this Agreement on its behalf is duly authorized by it to so sign.
You hereby represent that you have not, prior to the date hereof, entered into any agreement (unless such agreement has been terminated on or prior to the date hereof) pursuant to which
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you agreed that you would comply with instructions of any person (other than the Agent) directing disposition of the funds in the Account without further consent by the Originator or the Seller.
You agree to give the Agent and the Seller prompt notice if the Account becomes subject to any writ, judgment, warrant of attachment, execution or similar process.
You (in your capacity as the bank maintaining the Account, and not in any other capacity) agree that, prior to the date which is one year and one day after payment in full of all outstanding obligations of the Seller under the transactions referred to in the first paragraph of this Agreement, you will not institute against, or join any other person in instituting against, the Seller any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding under the laws of the United States or any state of the United States.
Any notice, demand or other communication required or permitted to be given hereunder shall be in writing and may be personally served, telecopied or sent by courier service or United States mail and shall be deemed to have been given when received. For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party's name below, or, as to each party, at such other address as may be designated by such party in a written notice to each other party.
This Agreement shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by, and construed in accordance with, the law of the State of New York.
This Agreement shall be considered to be executed and delivered by ACI at White Plains, New York and once an authorized director or officer of ACI resident in the United States of America has executed the same.
This Agreement and all related documents have been written in the English language at the express request of the parties. Le présent contrat ainsi que tous les documents s'y rattachant ont été rédigés en anglais à la demande expresse des parties.
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Account Control Agreement
Please agree to the terms of, an acknowledge receipt of, this Agreements by signing in the space provided below.
Very truly yours,
ABITIBI-CONSOLIDATED U.S. FUNDING CORP.
By: _______________________________
Title: _______________________________
By: _______________________________
Title: _______________________________
4 Gannett Drive, ACUSFC Room
White Plains, N.Y. 10604-3400
Attention: Breen Blaine
Facsimile No.: 914-640-8917
ABITIBI-CONSOLIDATED INC.
By: _______________________________
Title: _______________________________
By: _______________________________
Title: _______________________________
1155, METCALFE STREET
SUITE 800
MONTREAL QC H3B 542
CANADA
ATTENTION: TREASURY DEPARTMENT
Facsimile No.: 514-394-2267
Account Control Agreement
Please agree to the terms of, an acknowledge receipt of, this Agreements by signing in the space provided below.
Very truly yours,
ABITIBI-CONSOLIDATED U.S. FUNDING CORP.
By: _______________________________
Title: _______________________________
By: _______________________________
Title: _______________________________
4 Gannett Drive, ACUSFC Room
White Plains, N.Y. 10604-3400
Attention: Breen Blaine
Facsimile No.: 914-640-8917
ABITIBI-CONSOLIDATED INC.
By: _______________________________
Title: _______________________________
By: _______________________________
Title: _______________________________
1155, METCALFE STREET
SUITE 800
MONTREAL QC H3B 542
CANADA
ATTENTION: TREASURY DEPARTMENT
Facsimile No.: 514-394-2267
Account Control Agreement
ABITIBI-CONSOLIDATED SALES CORPORATION
By: _______________________________
Title: _______________________________
By: _______________________________
Title: _______________________________
4 Gannett Drive, ACUSFC Room
White Plains, N.Y. 10604-3400
Attention: Breen Blaine
Facsimile No.: 914-640-8917
With Copy To:
Attention: Montréal Legal Department
Facsimile No.: 514-394-3644
CITIBANK, N.A., LONDON BRANCH,
as Agent
By: _______________________________
Title: _______________________________
Citigroup Centre
33, Canada Square, 5th Floor
Canary Wharf
London E14 5LB
England
Attention: Nigel Kilvington
Telecopy #: +44-207-986-4705
ACKNOLEDGED AND AGREED:
CITIBANK, N.A.
By: ____________________
Title: ___________________
Date:____________________
388 Greenwich Street
New York, NY 10013
Attention: _________________
Telecopy #:________________
ATTACHMENT I
ACCOUNT CONTROL AGREEMENT
[FORM OF NOTICE OF EFFECTIVENESS]
VIA FACSIMILE TRANSMISSION
TO: Citibank, N.A.
DATED: [Date]
ATTENTION: _________________
Re: Account No. 40647095 (the "Account")
Gentlemen:
Pursuant to the Account Control Agreement among Abitibi-Consolidated U.S. Funding Corp., Abitibi-Consolidated Inc., Abitibi Consolidated Sales Corporation, us and you, dated as of January 31, 2008 (the "Agreement"), we hereby notify you, effective as of the date of your receipt of this notice, to transfer at the close of each business day all funds deposited and collected in the Account to account number ________ at _________ or such other account as we may notify you from time to time.
CITIBANK, N.A., LONDON BRANCH,
as Agent
By:_______________________________
Title: _____________________________
ACKNOWLEDGED AND AGREED:
Citibank, N.A.
By: ___________________________
Title: _________________________
Date: _________________________
388 Greenwich Street
New York, NY 10013
Attention: _____________________
Telecopy #: ____________________
ANNEX C
FORM OF COLLATERAL ADVANCE ACCOUNT AGREEMENT
as Agent
Citigroup Centre
33 Canada Square, 5th Floor
Canary Wharf
London E14 5LB
England
Remittance Information: | ||||
Citibank, N.A. | ||||
Bank Name: | ||||
ABA Number: | ||||
Account Name: | ||||
Account Number: | ||||
Ref: | ||||
Kaye Scholer LLP: | ||||
Bank Name: | ||||
ABA Number: | ||||
Account Name: | ||||
Account Number: | ||||
Invoice Number: | ||||
Swiftcode: | ||||
Ref: | ||||
Protiviti: | ||||
Bank Name: | ||||
ABA Number: | ||||
Account Number: | ||||
Invoice Number: | ||||
Ref: | ||||
Canadian Imperial Bank of Commerce: | ||||
Bank Name: | ||||
ABA Number: | ||||
Account Number: | ||||
For further credit to | ||||
Transit Number: | ||||
For further credit to MACRO Trust — General Account | ||||
Account Number: |
2
Seller: | ||||
Bank Name: | ||||
ABA Number: | ||||
Account Name: | ||||
Account Number: | ||||
Ref: |
3
Very truly yours, ABITIBI-CONSOLIDATED U.S. FUNDING CORP. | ||||
By: | ||||
Title: | ||||
Name: | ||||
By: | ||||
Title: | ||||
Name: | ||||
CITIBANK, N.A., LONDON BRANCH
as Agent
By: | ||||
Name: |
Bank Name: | ||||
ABA Number: | ||||
Account Name: | ||||
Account Number: | ||||
Ref: |
5
as Agent
Citigroup Centre
33 Canada Square, 5th Floor
Canary Wharf
London E14 5LB
England
Remittance Information: | ||||
Citibank, N.A. | ||||
Bank Name: | ||||
ABA Number: | ||||
Account Name: | ||||
Account Number: | ||||
Ref: | ||||
Kaye Scholer LLP: | ||||
Bank: | ||||
ABA Number: | ||||
Account Name: | ||||
Account Number: | ||||
Invoice Number: | ||||
Swiftcode: | ||||
Ref: | ||||
Blakes: | ||||
Bank of America NT & SA | ||||
100 West 33rd Street | ||||
New York, NY 10001 | ||||
Swiftcode: BOFAUS3N | ||||
ABA No. 026009593 | ||||
For Further Credit to: | ||||
2
ABN Amro: | ||||
Bank Name: | ||||
ABA Number: | ||||
Account of: | ||||
Account Number: | ||||
Ref: |
3
Very truly yours, ABITIBI-CONSOLIDATED U.S. FUNDING CORP. | ||||
By: | ||||
Title: | ||||
Name: | ||||
By: | ||||
Title: | ||||
Name: | ||||
their capacities as sellers under the Originator
Purchase Agreement:
By: | ||||
Name: |
By: | ||||
Name: |
By: | ||||
Name: |
By: | ||||
Name: |
CITIBANK, N.A., LONDON BRANCH
as Agent
By: | ||||
Name: |
SECOND AMENDMENT OF UNDERTAKING AGREEMENT (ORIGINATOR)
January 31, 2008
Reference is hereby made to:
(i) that certain Undertaking Agreement (Originator), dated as of October 27, 2005 (as amended to date, the "Undertaking Agreement (Originator)"), by Abitibi-Consolidated Inc. (the "Company") in favor of Abitibi-Consolidated U.S. Funding Corp. (the "Purchaser") and assigned to Citibank, N.A., London Branch, as operating agent (the "Agent");
(ii) that certain Receivables Purchase Agreement, dated as of October 27, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale Agreement") by and among the Purchaser, Citibank, N.A. ("Citibank"), as a Bank, Eureka Securitisation, plc ("Eureka"), as an Investor, the Agent, the Company and Abitibi Consolidated Sales Corporation (the "Originator"); and
(iii) that certain Purchase and Contribution Agreement dated as of October 27, 2005 by and between the Company and the Originator, as sellers, and the Purchaser (as amended, restated, supplemented or otherwise modified from time to time, the "Originator Agreement").
Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed thereto in the Undertaking Agreement (Originator) referred to below, as amended hereby.
The Purchaser, Citibank, Eureka, the Agent, the Company and the Originator are entering into that certain Amended and Restated Receivables Purchase Agreement dated as of the date hereof (the "RPA Amendment and Restatement"). It is a condition to the effectiveness of the RPA Amendment and Restatement that the Agent shall have received an executed copy of this Second Amendment of Undertaking Agreement (Originator) (this "Amendment"). The Company hereby agrees that it will derive substantial benefit from the continuation of the transactions contemplated under the Sale Agreement as amended and restated by the RPA Amendment and Restatement and the Originator Agreement as amended and restated by the Amended and Restated Purchase and Contribution Agreement dated as of the date hereof by and between the Company and the Originator, as sellers, and the Purchaser (the "PCA Amendment and Restatement").
The Company, as undertaking party under the Undertaking Agreement (Originator), hereby consents to the amendment and restatement of the Originator Agreement contemplated by PCA Amendment and Restatement, and the parties hereto each agree that, upon the effectiveness of the PCA Amendment and Restatement:
1. The first preliminary statement to the Undertaking Agreement (Originator) is hereby amended by inserting the following language prior to the words "being the 'Originator Agreement'" therein:
including by that certain Amended and Restated Purchase and Contribution Agreement dated as of January 31, 2008,
2. The second preliminary statement to the Undertaking Agreement (Originator) is hereby amended by inserting the following language prior to the words "being the 'Sale Agreement'" therein:
including by that certain Amended and Restated Receivables Purchase Agreement dated as of January 31, 2008,
3. Section 5(a) of the Undertaking Agreement (Originator) is hereby amended and restated to read in its entirety as follows:
(a) The Company is a corporate entity validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement or such other jurisdiction as is contemplated from time to time by the Sale Agreement.
4. The parties hereby acknowledge that although Section 5(i) of the Undertaking Agreement (Originator) was amended as of November 1, 2007, as set forth in that certain Amendment of Undertaking Agreement (Originator) dated December 21, 2007 (the "First Amendment Effective Date") by and between the Company and the Agent and agreed to and acknowledged by the Purchaser, it shall be considered to have been amended as of the First Amendment Effective Date.
5. Section 5 of the Undertaking Agreement (Originator) is hereby amended by inserting the following clause (m) immediately following clause (l) of such Section 5:
(m) The Reorganization will proceed on substantially the terms set forth in Annex I to this Agreement.
6. The last sentence of Section 5 of the Undertaking Agreement (Originator) is hereby amended by inserting the following language at the end of such sentence:
; provided that the Company shall only be deemed to repeat the representation and warranty set forth in Section 5(m) until such time as all steps of the Reorganization have been consummated on substantially the terms set forth in Annex I to this Agreement
7. The Undertaking Agreement (Originator) is hereby amended by adding Annex I to this
Amendment as Annex I to the Undertaking Agreement (Originator).
8. This Amendment shall become effective as of the date first set forth above, upon (i) receipt by the Agent of (x) executed counterparts of this Amendment duly executed and delivered by the parties hereto and (y) a fully executed Confirmation of Undertaking (Originator) from the Company in the form attached hereto and (ii) effectiveness of the PCA Amendment and Restatement pursuant to the terms thereof.
9. This Amendment shall be considered to be executed and delivered by the Company at White Plains, New York and once an authorized director or officer of the Company resident in the United Sates of America has executed the same.
10. This Amendment and all related documents have been written in the English language at the express request of the parties. Le présent contrat ainsi que tous les documents s'y rattachant ont été rédigés en anglais à la demande expresse des parties.
[Remainder of this page intentionally left blank]
ABITIBI-CONSOLIDATED INC.
By: ____________________________
Name: _______________________
Title: ________________________
By: ____________________________
Name: _______________________
Title: ________________________
CITIBANK, N.A., LONDON BRANCH, in
its capacity as Agent for the Investors and
the Banks, as Purchaser's assignee pursuant
to that certain Assignment of Undertaking
Agreement (Originator) dated as of October
27, 2005
By: ____________________________
Name: _______________________
Title: ________________________
Agreed and acknowledged as of the date
first written above:
ABITIBI-CONSOLIDATED U.S.
FUNDING CORP., as Purchaser
By: ____________________________
Name: _______________________
Title: ________________________
ABITIBI-CONSOLIDATED INC.
By: ____________________________
Name: _______________________
Title: ________________________
By: ____________________________
Name: _______________________
Title: ________________________
CITIBANK, N.A., LONDON BRANCH, in
its capacity as Agent for the Investors and
the Banks, as Purchaser's assignee pursuant
to that certain Assignment of Undertaking
Agreement (Originator) dated as of October
27, 2005
By: ____________________________
Name: _______________________
Title: ________________________
Agreed and acknowledged as of the date
first written above:
ABITIBI-CONSOLIDATED U.S.
FUNDING CORP., as Purchaser
By: ____________________________
Name: _______________________
Title: ________________________
ABITIBI-CONSOLIDATED INC.
By: ____________________________
Name: _______________________
Title: ________________________
By: ____________________________
Name: _______________________
Title: ________________________
CITIBANK, N.A., LONDON BRANCH, in
its capacity as Agent for the Investors and
the Banks, as Purchaser's assignee pursuant
to that certain Assignment of Undertaking
Agreement (Originator) dated as of October
27, 2005
By: ____________________________
Name: _______________________
Title: ________________________
Agreed and acknowledged as of the date
first written above:
ABITIBI-CONSOLIDATED U.S.
FUNDING CORP., as Purchaser
By: ____________________________
Name: _______________________
Title: ________________________
CONFIRMATION OF UNDERTAKING (ORIGINATOR)
Dated as of January 31, 2008
The undersigned, as the undertaking party under the Undertaking Agreement, (Originator) dated October 21,2005, in favor of Abitibi-Consolidated U.S. Funding Corp. (as amended by that certain Amendment of Undertaking Agreement (Originator) dated as of December 21,2007, the "Undertaking: Agreement (Originator)") and assigned to Citibank. N.A., London Branch, as Agent, hereby makes reference to the foregoing Second Amendment of Undertaking Agreement (Originator) (the "Amendment'), and hereby confirms and agrees that, notwithstanding the effectiveness of such Amendment and the PCA Amendment and Restatement defined therein, the Undertaking Agreement (Originator) heretofore executed and delivered by it, as amended by the Amendment, is, and shall continue to be, in full force and effect, and the Undertaking Agreement (Originator), as amended by the Amendment, is hereby ratified and confirmed.
This Confirmation of Undertaking shall be considered to be executed and delivered by the undersigned at White Plains, New York and once an authorized director or officer of the undersigned resident in the United Sates of America has executed the same.
This Confirmation of Undertaking and all related documents have been written in the English language at the express request of the parties. Le présent contrat ainsi que tous les documents s'y rattachant ont été rédiges en anglais a la demande expresse des parties.
ABITIBI-CONSOLIDATED INC.
By: ____________________________
Name: _______________________
Title: ________________________
By: ____________________________
Name: _______________________
Title: ________________________
F-1
SECOND AMENDMENT OF UNDERTAKING AGREEMENT (SERVICER)
January 31, 2008
Reference is hereby made to:
(i) that certain Undertaking Agreement (Servicer), dated as of October 27, 2005 (as amended to date, the "Undertaking Agreement (Servicer)"), by Abitibi-Consolidated Inc. (the "Company") in favor of Eureka Securitisation, plc ("Eureka"), as an Investor, Citibank, N.A. ("Citibank") and the other Banks that are party to the RPA (as such term is defined below);
(ii) that certain Receivables Purchase Agreement, dated as of October 27, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the "RPA") by and among Abitibi-Consolidated U.S. Funding Corp. (the "Purchaser"), Citibank, as a Bank, Eureka, as an Investor, Citibank, N.A., London Branch, as operating agent (the "Agent") for the Investors and the Banks, the Company and Abitibi Consolidated Sales Corporation ("ACSC"); and
(iii) that certain Purchase and Contribution Agreement dated as of October 27, 2005 by and between the Company and ACSC, as sellers, and the Purchaser (as amended, restated, supplemented or otherwise modified from time to time, the "Originator Agreement").
Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed thereto in the Undertaking Agreement (Servicer) referred to below, as amended hereby.
The Purchaser, Citibank, Eureka, the Agent, the Company and ACSC are entering into that certain Amended and Restated Receivables Purchase Agreement dated as of the date hereof (the "RPA Amendment and Restatement"). It is a condition to the effectiveness of the RPA Amendment and Restatement that the Agent shall have received an executed copy of this Second Amendment of Undertaking Agreement (Servicer) (this "Amendment"). The Company hereby agrees that it will derive substantial benefit from the continuation of the transactions contemplated under the RPA as amended and Restated by the RPA Amendment and Restatement and the Originator Agreement as amended and restated by the Amended and Restated Purchase and Contribution Agreement dated as of the date hereof by and between the Company and ACSC, as sellers, and the Purchaser (the "PCA Amendment and Restatement").
The Company, as undertaking party under the Undertaking Agreement (Servicer) hereby consents to the RPA Amendment and Restatement, and the parties hereto each agree that,
upon the effectiveness of the RPA Amendment and Restatement:
1. The first preliminary statement to the Undertaking Agreement (Servicer) is hereby amended by inserting the following language prior to the words being the "Originator Agreement" therein:
including by that certain Amended and Restated Purchase and Contribution Agreement dated as of January 31, 2008,
2. The second preliminary statement to the Undertaking Agreement (Servicer) is hereby amended by inserting the following language prior to the words being the "RPA" therein:
including by that certain Amended and Restated Receivables Purchase Agreement dated as of January 31, 2008,
3. Section 5(a) of the Undertaking Agreement (Servicer) is hereby amended and restated to read in its entirety as follows:
(a) The Company is a corporate entity validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement or such other jurisdiction as is contemplated from time to time by the RPA.
4. The parties hereby acknowledge that although Section 5(i) of the Undertaking Agreement (Servicer) was amended as of November 1, 2007, as set forth in that certain Amendment of Undertaking Agreement (Servicer) dated December 21, 2007 (the "First Amendment Effective Date") by and between the Company and the Agent, it shall be construed to have been amended as of the First Amendment Effective Date.
5. Section 5 of the Undertaking Agreement (Servicer) is hereby amended by inserting the following clause (m) immediately following clause (l) of such Section 5:
(m) The Reorganization will proceed on substantially the terms set forth in Annex I to this Agreement.
6. The last sentence of Section 5 of the Undertaking Agreement (Servicer) is hereby amended by inserting the following language at the end of such sentence:
; provided that the Company shall only be deemed to repeat the representation and warranty set forth in Section 5(m) until such time as all steps of the Reorganization have been consummated on substantially the terms set forth in Annex I to this Agreement
7. The Undertaking Agreement (Servicer) is hereby amended by adding Annex I to this Amendment as Annex I to the Undertaking Agreement (Servicer).
8. This Amendment shall become effective as of the date first set forth above, upon (i) receipt by the Agent of (x) executed counterparts of this Amendment duly executed and delivered by the parties hereto and (y) a fully executed Confirmation of Undertaking (Servicer) from the Company in the form attached hereto and (ii) effectiveness of the RPA Amendment and Restatement pursuant to the terms thereof.
9. This Amendment shall be considered to be executed and delivered by the Company at White Plains, New York and once an authorized director or officer of the Company resident in the United Sates of America has executed the same.
10. This Amendment and all related documents have been written in the English language at the express request of the parties. Le présent contrat ainsi que tous les documents s'y rattachant ont été rédigés en anglais à la demande expresse des parties.
[Remainder of this page intentionally left blank]
ABITIBI-CONSOLIDATED INC.
By: ____________________________
Name: _______________________
Title: ________________________
By: ____________________________
Name: _______________________
Title: ________________________
CITIBANK, N.A., LONDON BRANCH, in
its capacity as Agent for the Investors and
the Banks
By: ____________________________
Name: _______________________
Title: ________________________
ABITIBI-CONSOLIDATED INC.
By: ____________________________
Name: _______________________
Title: ________________________
By: ____________________________
Name: _______________________
Title: ________________________
CITIBANK, N.A., LONDON BRANCH, in
its capacity as Agent for the Investors and
the Banks
By: ____________________________
Name: _______________________
Title: ________________________
CONFIRMATION OF UNDERTAKING (SERVICER)
Dated as of January 31, 2008
The undersigned, as the undertaking party under the Undertaking Agreement, (Servicer) dated October 21,2005, in favor of Citibank, N.A. London Branch, as Agent, hereby makes reference to the foregoing Second Amendment of Undertaking Agreement (Servicer) (the "Amendment"), and hereby confirms and agrees that, notwithstanding the effectiveness of such Amendment and the PCA Amendment and Restatement and the PCA Amendment and Restatement defined therein, the Undertaking Agreement (Servicer) dated of December 21, 2007, and as subsequently amended by the Amendment, is, and shall continue to be, in full force and effect, and the Undertaking Agreement (Servicer), as so amended, is hereby ratified and confirm.
This Confirmation of Undertaking shall be considered to be executed and delivered by the undersigned at White Plains, New York and once an authorized director or officer of the undersigned resident in the United Sates of America has executed the same.
This Confirmation of Undertaking and all related documents have been written in the English language at the express request of the parties. Le présent contrat ainsi que tous les documents s'y rattachant ont été rédiges en anglais a la demande expresse des parties.
ABITIBI-CONSOLIDATED INC.
By: ____________________________
Name: _______________________
Title: ________________________
By: ____________________________
Name: _______________________
Title: ________________________
G-1
Insurance Policy
[INSERTED BELOW]
H-1
FORM OF NOTICE OF CONTINUANCE AND CHANGE OF ADDRESS
TO: CITIBANK, N.A., LONDON BRANCH (the "Agent")
Citigroup Centre
33 Canada Square, 5th Floor
Canary Wharf, London
England E14 5LB
Attention: Nigel Kilvington
Facsimile: 44-207-986-4705
With a copy to:
450 Mamaroneck Avenue
Harrison, N.Y. 10528
Attention: Global Securitization
Facsimile No.: 914-899-7890
Pursuant to the requirements of Section 10.01(c) of the RPA, the undersigned hereby gives you notice that ACI will, on [Insert Continuance Effective Date], continue itself under the laws of Nova Scotia and such continued entity ( " Continued ACI " ) will be a limited liability company and its name, jurisdiction of organisation, chief executive and registered office and location of Receivables (as defined in the RPA) records will be as disclosed in Schedule IV attached hereto, which Schedule IV shall replace the current Schedule IV to the RPA on the effective date of such continuance.
signature page follows
DATED this day of , .
ABITIBI-CONSOLIDATED U.S. FUNDING CORP. | |
Per: |
|
| Name: |
| Title: |
|
|
Per: |
|
| Name: |
| Title: |
SCHEDULE IV
UCC AND PPSA INFORMATION
Seller : |
|
Name: |
Abitibi-Consolidated U.S. Funding Corp. |
Current Address: |
4 Gannett Drive, ACUSFC Room |
Prior Address: |
None |
Jurisdiction of Organization: |
Delaware |
UCC Filing Office: |
Delaware Secretary of State |
Prior Name: |
None |
U.S. Originator : |
|
Name: |
Abitibi-Consolidated Sales Corporation |
Current Address (and location of chief executive office and Receivables records): |
4 Gannett Drive |
Prior Address: |
None |
Jurisdiction of Organization: |
Delaware |
UCC Filing Offices: |
Delaware Secretary of State |
Prior Names: |
Abitibi-Price Sales Corporation |
Canadian Originator : |
|
Name: |
Abitibi‑Consolidated Inc. |
Chief Executive Office and location of Receivables records: |
1155 Metcalfe Street, Suite 800 |
Registered Office: |
1959 Upper Water Street, Suite 900 Halifax, N.S. B3J 3N2 Canada |
Jurisdiction of Organization: |
Nova Scotia |
PPSA Filing Offices: |
British Columbia, Ontario, Quebec, Alberta and Nova Scotia |
Prior Names: |
None |
I-1
FORM OF NOTICE OF AMALGAMATION
TO: CITIBANK, N.A., LONDON BRANCH (the "Agent")
Citigroup Centre
33 Canada Square, 5th Floor
Canary Wharf, London
England E14 5LB
Attention: Nigel Kilvington
Facsimile: 44-207-986-4705
With a copy to:
450 Mamaroneck Avenue
Harrison, N.Y. 10528
Attention: Global Securitization
Facsimile No.: 914-899-7890
Pursuant to the requirements of Section 10.01(d) of the RPA, the undersigned hereby gives you notice that, further to continuance of ACI under the laws of Nova Scotia as a limited liability company, such continued ACI ( "Continued ACI " ) will, on [insert Amalgamation Effective Date], amalgamate with a newly incorporated Nova Scotia limited liability company which, prior to such amalgamation, will be an affiliate of Continued ACI. The entity resulting from the foregoing amalgamation (the "Amalgamated Entity") will be an unlimited liability company and its name, jurisdiction of organisation, chief executive and registered office and location of Receivables (as defined in the RPA) records will be as disclosed in Schedules III and IV attached hereto, which Schedules III and IV shall replace the current Schedules III and IV to the RPA on the effective date of such amalgamation.
signature page follows
DATED this _______ day of _______________________, _________
ABITIBI-CONSOLIDATED U.S. FUNDING CORP. | |
Per: |
|
| Name: |
| Title: |
|
|
Per: |
|
| Name: |
| Title: |
SCHEDULE III
Addresses
Seller: | Abitibi‑Consolidated U.S. Funding Corp. 4 Gannett Drive, ACUSFC Room Attention: Breen Blaine Facsimile No.: 914-640-8920
|
Investor: | Eureka Securitisation, plc Citigroup Centre 33 Canada Square, 5 th Floor Canary Wharf London E14 5LB England Attention: Nigel Kilvington Facsimile: 44-207-986-4705
|
| With a copy to:
|
| 450 Mamaroneck Avenue Harrison, N.Y. 10528 Attention: Global Securitization Facsimile No.: 914-899-7890
|
Agent: | Citibank, N.A., London Branch Citigroup Centre 33 Canada Square, 5 th Floor Canary Wharf London E14 5LB England Attention: Nigel Kilvington Facsimile: 44-207-986-4705
|
| With a copy to:
|
| 450 Mamaroneck Avenue Harrison, N.Y. 10528 Attention: Global Securitization Facsimile No.: 914-899-7890
|
Bank: | Citibank, N.A. 450 Mamaroneck Avenue Harrison, N.Y. 10528 Attention: Global Securitization Facsimile No.: 914-899-7890
|
Parent: | c/o [NTD: insert name of Amalgamated Entity] 1155 Metcalfe Street, Suite 800 Montréal, QC H3B 5H2 Canada Attention: Treasury Department
|
With a copy to (in the event of claims or disputes only): | c/o [NTD: insert name of Amalgamated Entity] 1155 Metcalfe Street, Suite 800 Montréal, QC H3B 5H2 Canada Attention: Legal Department Facsimile No.: 514-394-3644
|
Servicer: | Abitibi Consolidated Sales Corporation 4 Gannett Drive White Plains, N.Y. 10604-3400 Attention: Breen Blaine Facsimile No.: 914-640-8917
|
| With Copy To:
|
| Attention: Montréal Legal Department
|
Canadian Originator: | c/o [NTD: insert name of Amalgamated Entity] 1155 Metcalfe Street, Suite 800 Montréal, QC H3B 5H2 Canada Attention: Treasury Department
|
U.S. Originator: | Abitibi Consolidated Sales Corporation 4 Gannett Drive White Plains, N.Y. 10604-3400 Attention: Breen Blaine Facsimile No.: 914-640-8917
|
| With Copy To:
|
| Attention: Montréal Legal Department |
SCHEDULE IV
UCC AND PPSA INFORMATION
Seller : |
|
Name: |
Abitibi-Consolidated U.S. Funding Corp. |
Current Address: |
4 Gannett Drive, ACUSFC Room |
Prior Address: |
None |
Jurisdiction of Organization: |
Delaware |
UCC Filing Office: |
Delaware Secretary of State |
Prior Name: |
None |
U.S. Originator : |
|
Name: |
Abitibi-Consolidated Sales Corporation |
Current Address (and location of chief executive office and Receivables records): |
4 Gannett Drive |
Prior Address: |
None |
Jurisdiction of Organization: |
Delaware |
UCC Filing Offices: |
Delaware Secretary of State |
Prior Names: |
Abitibi-Price Sales Corporation |
Canadian Originator : |
|
Name: |
[NTD: insert name of Amalgamated Entity ] |
Chief Executive Office and location of Receivables records: |
1155 Metcalfe Street, Suite 800 |
Registered Office |
1959 Upper Water Street, Suite 900 Halifax, N.S. B3J 3N2 Canada |
Jurisdiction of Organization: |
Nova Scotia |
PPSA Filing Offices: |
British Columbia, Ontario, Quebec, Alberta and Nova Scotia |
Prior Names: |
3224112 Nova Scotia Limited and Abitibi-Consolidated Inc. |
J-1
Form of Assumption Agreement
[NOT COMPLETED BY THE PARTIES]
K-1
FORM OF NOTICE OF CHANGE OF ADDRESS
TO: CITIBANK, N.A., LONDON BRANCH (the "Agent")
Citigroup Centre
33 Canada Square, 5th Floor
Canary Wharf, London
England E14 5LB
Attention: Nigel Kilvington
Facsimile: 44-207- 986-4705
With a copy to:
450 Mamaroneck Avenue
Harrison, N.Y. 10528
Attention: Global Securitization
Facsimile No.: 914- 899-7890
Pursuant to the requirements of Section 10.01(e) of the RPA, the undersigned hereby gives you notice that, on [insert Change of Address Effective Date], each of the undersigned and ACSC will change the address of its principal place of business, chief executive office and location of Receivables (as defined in the RPA) records as disclosed in Schedules III and IV attached hereto, which Schedules III and IV shall replace the current Schedules III and IV to the RPA on the effective date of such change of address.
signature page follows
DATED this day of , .
ABITIBI-CONSOLIDATED U.S. FUNDING CORP. | |
Per: |
|
| Name: |
| Title: |
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Per: |
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| Name: |
| Title: |
SCHEDULE III
Addresses
Seller: | Abitibi‑Consolidated U.S. Funding Corp. [NTD: insert new address]
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Investor: | Eureka Securitisation, plc Citigroup Centre 33 Canada Square, 5th Floor Canary Wharf London E14 5LB England Attention: Nigel Kilvington Facsimile: 44-207-986-4705
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| With a copy to:
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| 450 Mamaroneck Avenue Harrison, N.Y. 10528 Attention: Global Securitization Facsimile No.: 914-899-7890
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Agent: | Citibank, N.A., London Branch Citigroup Centre 33 Canada Square, 5th Floor Canary Wharf London E14 5LB England Attention: Nigel Kilvington Facsimile: 44-207-986-4705
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| With a copy to:
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| 450 Mamaroneck Avenue Harrison, N.Y. 10528 Attention: Global Securitization Facsimile No.: 914-899-7890
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Bank: | Citibank, N.A. 450 Mamaroneck Avenue Harrison, N.Y. 10528 Attention: Global Securitization Facsimile No.: 914-899-7890 |
Parent: | c/o [NTD: insert name of Amalgamated Entity ] 1155 Metcalfe Street, Suite 800 Montréal, QC H3B 5H2 Canada Attention: Treasury Department Facsimile no.: 514-394-2267
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With a copy to (in the event of claims or disputes only): | [NTD: insert name of Amalgamated Entity ] 1155 Metcalfe Street, Suite 800 Montréal, QC H3B 5H2 Canada Attention: Legal Department Facsimile no.: 514-394-3644
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Servicer: | Abitibi Consolidated Sales Corporation [NTD: insert new address]
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| With copy to:
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| Attention: Montréal Legal Department Facsimile No.: 514-394-3644
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Canadian Originator: | [NTD: insert name of Amalgamated Entity ] 1155 Metcalfe Street, Suite 800 Montréal, QC H3B 5H2 Canada Attention: Treasury Department Facsimile no.: 514-394-2267
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U.S. Originator: | Abitibi Consolidated Sales Corporation [NTD: insert new address]
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| With copy to:
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| Attention: Montréal Legal Department Facsimile No.: 514-394-3644 |
SCHEDULE IV
UCC AND PPSA INFORMATION
Seller : |
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Name: |
Abitibi-Consolidated U.S. Funding Corp. |
Current Address: |
[NTD: insert new address] |
Prior Address: |
4 Gannett Drive, ACUSFC Room |
Jurisdiction of Organization: |
Delaware |
UCC Filing Office: |
Delaware Secretary of State [NTD: determine if additional filing office required] |
Prior Name: |
None |
U.S. Originator : |
|
Name: |
Abitibi-Consolidated Sales Corporation |
Current Address (and location of chief executive office and Receivables records): |
[NTD: insert new address] |
Prior Address: |
4 Gannett Drive |
Jurisdiction of Organization: |
Delaware |
UCC Filing Offices: |
Delaware Secretary of State [NTD: determine if additional filing office required] |
Prior Names: |
Abitibi-Price Sales Corporation |
Canadian Originator : |
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Name: |
[NTD: insert name of Amalgamated Entity ] |
Chief Executive Office and location of Receivables records: |
1155 Metcalfe Street, Suite 800 |
Registered Office |
1959 Upper Water Street, Suite 900 Halifax, N.S. B3J 3N2 Canada |
Jurisdiction of Organization: |
Nova Scotia |
PPSA Filing Offices: |
British Columbia, Ontario, Quebec, Alberta and Nova Scotia |
Prior Names: |
3224112 Nova Scotia Limited and Abitibi-Consolidated Inc. |
L-1
Forms of Bank Agreement Security Letters
[NOT COMPLETED BY THE PARTIES]
M-1
Form of Certificate Regarding Adverse Claims
ABITIBI-CONSOLIDATED INC.
OFFICER'S CERTIFICATE
TO: | ABITIBI-CONSOLIDATED U.S. FUNDING CORP. |
RE: | Second Amended and Restated Receivables Purchase Agreement dated as of June 16, 2009 among Abitibi-Consolidated U.S. Funding Corp. (“ACUSFC”), as seller, the banks party thereto, as banks, Citibank, N.A., as agent, Barclays Capital Inc., as syndication agent, The CIT Group / Business Credit, Inc., as documentation agent, Abitibi Consolidated Sales Corporation (“ACSC”), as servicer and originator, and Abitibi-Consolidated Inc. (the “Corporation”), as subservicer and originator (the “Second Amended and Restated Receivables Purchase Agreement”) |
I, •, • of the Corporation hereby certify in that capacity and not personally, as follows:
1. I have made or caused to be made such examinations or investigations as are, in my opinion, necessary to make the statements in this Certificate.
2.Capitalized terms used but not defined herein shall have the meanings attributed thereto in the Second Amended and Restated Receivables Purchase Agreement.
3. The registrations described in Schedule A do not, and could not be relied upon by the secured parties thereunder to create, perfect, protect or preserve any Adverse Claim in the Receivables or Related Security.
4. The name "Stone-Consolidated Inc." has never been used by the Corporation or any of its predecessors.
DATED this day of .
By: |
|
| Name: • |
| Title: • |
Schedule A - Registrations
SCHEDULE A
REGISTRATIONS
[To be completed]
N-1
ANNEX A-1
Abitibi-Consolidated Inc. - Monthly Report
Report as of Date: |
For the Month Ended: |
Month End CAD-USD Exchange Rate |
Source of Exchange Rate |
I. | Portfolio Aging |
CAD Portfolio | Conversion to USD | International (in USD) | USD Portfolio | Total | ||||||
GROSS PORTFOLIO AGING | ||||||||||
Current | 0 | 0 | 0 | 0 | 0 | |||||
1-30 Days Past Due | 0 | 0 | 0 | 0 | 0 | |||||
31-60 Days Past Due | 0 | 0 | 0 | 0 | 0 | |||||
61-90 Days Past Due | 0 | 0 | 0 | 0 | 0 | |||||
91-120 Days Past Due | 0 | 0 | 0 | 0 | 0 | |||||
121+ Days Past Due | 0 | 0 | 0 | 0 | 0 | |||||
Total | 0 | 0 | 0 | 0 | 0 | |||||
II. Receivables Rollforward | ||||||||||
Beginning Receivables Balance | 0 | 0 | 0 | 0 | 0 | |||||
Sales | 0 | 0 | 0 | 0 | 0 | |||||
Collections (input as a negative #) | 0 | 0 | 0 | 0 | 0 | |||||
Gross Write-Offs(input as a negative #) | 0 | 0 | 0 | 0 | 0 | |||||
Recoveries | 0 | 0 | 0 | 0 | 0 | |||||
Credit Notes1(input as a negative #) | 0 | 0 | 0 | 0 | 0 | |||||
Debit Adjustments2 | 0 | 0 | 0 | 0 | 0 | |||||
Other Adjustments3 | 0 | 0 | 0 | 0 | 0 | |||||
Ending Receivables Balance4 | 0 | 0 | 0 | 0 | 0 |
1 | Credit Notes should exclude Debit Memos but shouldinclude AR reversals due to unship/reships. |
2 | “Debit Adjustments” includes the following items: debit memos, aged credits over 1 year old which have been moved to a separate GL acct. & checks issued on old credits which have previously been counted as dilution in a prior month. |
3 | “Other Adjustments” includes the following items: Early Payment Discounts and Canadian Taxes - HST, QST, GST. |
4 | The aging balance and ending rollforward balance will not tie out due to the manual adjustments that must be made to the aging in order to convert the numbers from a net to gross basis. The difference can be found in cell H80 - total unapplied credits. |
III. | Customer Base |
CAD Portfolio | Conversion to USD | International (in USD) | USD Portfolio | Total | ||||||
Extended Pymt Term Receivables (>90 Days)1 | 0 | 0 | 0 | 0 | 0 | |||||
Not including rec.subject to EDC 90 day pymt terms | ||||||||||
Bankrupt Obligors1 | 0 | 0 | 0 | 0 | 0 | |||||
Affiliate / Intercompany Receivables1 | 0 | 0 | 0 | 0 | 0 | |||||
Cross-Aged Receivables1 3 | 0 | 0 | 0 | 0 | 0 | |||||
Write-Offs for Receivables < 91 days past due | 0 | 0 | 0 | 0 | 0 | |||||
Sun Media Pre-Pays4 & Other Customer Deposits | 0 | 0 | 0 | 0 | 0 | |||||
Receivables Subject to Potential Set-Off (contra accts) | 0 | 0 | 0 | 0 | 0 | |||||
Government Receivables1 | 0 | 0 | 0 | 0 | 0 | |||||
Net Write-Offs (after EDC) | 0 | 0 | 0 | 0 | 0 | |||||
Receivables from non-Approved Countries | ||||||||||
Off Invoice Allowance (Accrual) Information | ||||||||||
Beginning Balance | 0 | 0 | 0 | 0 | 0 | |||||
Accruals | 0 | 0 | 0 | 0 | 0 | |||||
Credits Paid to Customer | 0 | 0 | 0 | 0 | 0 | |||||
Cash Paid to Customer | 0 | 0 | 0 | 0 | 0 | |||||
Adjustments | 0 | 0 | 0 | 0 | 0 | |||||
Ending Balance | 0 | 0 | 0 | 0 | 0 | |||||
Early Payment Discounts | 0 | 0 | 0 | 0 | 0 | |||||
Total Receivables related to Malbaie / NY Times Joint Venture | 0 | 0 | 0 | 0 | 0 | |||||
Other Ineligible Receivables | 0 | 0 | 0 | 0 | 0 | |||||
Provincial Sales Taxes5 | 0 | 0 | 0 | |||||||
Other Taxes included in A/R (i.e., U.S. Sales Taxes) | 0 | 0 | 0 | |||||||
Unship / ReshipsNOT included in Credit Notes above6 | 0 | 0 | 0 | 0 | 0 |
1 | To avoid double counting, do not include balance of Receivables > 91+ days past due. |
2 | Following an Insurance Policy Event, Extended Payment Term Receivables include all Receivables due in > 60 days. |
3 | Relates to an Obligor whose Receivables > 91+ days past due exceed 10% of such Obligor’s total Receivables balance. |
4 | Include the Sun Media Pre-pays only to the extent they have been included in the Gross Receivables Balance above. |
5 | Do not include GST, HST or QST. |
6 | Please input the balance of any Unship/Reship Receivables which haveNOT been included in the Credit Notes balance in the Rollforward above. |
IV. | Other |
CAD Portfolio | Conversion to USD | International (in USD) | USD Portfolio | Total | |||||||||
Unapplied Cash | 0 | 0 | 0 | 0 | |||||||||
Unapplied Credits | 0 | 0 | 0 | 0 | |||||||||
One Month LIBOR (as of month end) | 0.000 | % | Contact MaryJo Gavigan at 914.899.7122 for monthly rate | ||||||||||
Accrued and Unpaid Yield & Fees | 0 | Contact MaryJo Gavigan for monthly amount | |||||||||||
Program Fee | 0.000 | % | |||||||||||
Servicer Fee | 0.000 | % | |||||||||||
Applicable Margin | 0.000 | % | |||||||||||
Loss Reserve Stress Factor | 0.00 | ||||||||||||
Loss Reserve Floor Factor | 0.00 | ||||||||||||
Dilution Reserve Stress Factor | 0.00 | ||||||||||||
Foreign Currency Adjustment Amount Stress Factor | 0.00 | ||||||||||||
0.00 | |||||||||||||
Capital Outstanding (as of Report Date) | 0 | ||||||||||||
Program Limit | |||||||||||||
Monthly Repurchases | 0 | ||||||||||||
Monthly Repurchases as a Percent of Gross Receivables | |||||||||||||
Cumulative Repurchases (since closing date) | 0 |
EDC Policy Information(please input values in U.S. Dollars)
Domestic (Canada + US) | International | European | Cumulative (since 9/01/05) | |||||
Claims Made under the EDC Policy | 0 | 0 | 0 | 0 | ||||
Claims Paid under the EDC Policy | 0 | 0 | 0 | 0 | ||||
Claims Unpaid or Rejected under the EDC Policy | 0 | 0 | 0 | 0 | ||||
Total: | ||||||||
Premiums owed but not paid for the Insurance Policy period during which this report is being submitted: | 0 |
* | If claims paid over the policy period exceed US$2MM, US$2.75MM or US$3MM, an additional premium is due on the Insurance Policy. |
Please advise on the payment status of the premiums if the triggers above are breached.
Has an Insurance Policy Event (as defined in the RPA) occurred? (choose yes or no from the drop down menu) -
Long Term Senior Unsecured Debt Ratings
Abitibi-Consolidated Inc: S&P | S&P Ratings Inquiry Desk: (212) 438-2400 Option 1 | |
Abitibi-Consolidated Inc: Moody’s | Moody’s Ratings Inquiry Desk: (212) 553-0377 |
V. | Portfolio Concentrations |
PRIOR TO AN INSURANCE POLICY EVENT:
Limitations on Special Concentration Limits Approved by EDC:
Investment Grade Obligors: | (based on the Net Receivables Pool Balance) | |
Non-Investment Grade Obligors: | (based on the Net Receivables Pool Balance) | |
Normal Concentration Limit |
FOLLOWING AN INSURANCE POLICY EVENT:
Pre-Approved-Special Concentration Limits
Rated at least AA-and Aa3: | (Pre-Approved SCL $ amount based on the greater of a) Dynamic Loss Reserve % and b) Loss Reserve Floor %, multiplied by the NRPB) | |
Rated at least BBB-and Baa3: | (Pre-Approved SCL $ amount based on the greater of a) Dynamic Loss Reserve % and b) Loss Reserve Floor %, multiplied by the NRPB) | |
All others: | (Normal Concentration Limit) |
COUNTRY CONCENTRATION LIMITS
Pre-Approved-Special Concentration Limits
Rated at least AA-and Aa3: | (based on the Net Receivables Pool Balance) | |
Rated at least BBB-and Baa3: | (based on the Net Receivables Pool Balance) | |
All others: | (based on the Net Receivables Pool Balance) |
Largest Obligors
Obligor | S&P Ratings | Moody’s Ratings | Rec. Balance Net of 91+ DPD (in USD) | Country | EDC US Dollar Limit (if any) | Investment Grade Category | Domestic (T/F)? | Maximum Allowable % | Maximum Allowable $ | Allowable Amt Under Program | Excess Concentrations | ||||||||||||||
1. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
2. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
3. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
4. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
5. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
6. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
7. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
8. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
9. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
10. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
11. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
12. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
13. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
14. | ABC | 0 | x | 0 | 0 | 0 | 0.00 | % | 0 | 0 | 0 | ||||||||||||||
15. | ABC | 0 | x | 0 | |||||||||||||||||||||
Total: |
Largest Countries (excluding United States and Canada)
Obligor Name | S&P Ratings | Moody’s Ratings | Rec. Balance Net of 91+ DPD (in USD) | Investment Grade Category | Maximum Allowable % | Maximum Allowable $ | Excess Concentrations | Obligor Overlap | Net Excess Concentrations | ||||||||||||
1. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
2. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
3. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
4. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
5. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
6. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
7. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
8. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
9. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
10. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
11. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
12. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
13. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
14. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
15. | abc | 0 | 0 | 0.00 | % | 0 | 0 | 0 | 0 | ||||||||||||
Total: |
Extended Payment Term Receivables >90 Day Terms
Obligor Name | Rec. Balance Net of 91+ DPD (in USD) | Rec. Balance Extended Paymt Terms >90 days | Maximum Allowable $ | |||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
ABC | 0 | |||||
Total: Limit: Excess: |
Co-Insured Obligors
Obligor Name | Outstanding | % Coverage | Specified | $ Amount | $ Amount NOT | Allowable Amt | Excess on Un- Insured | ||||||||||
1. | 0 | 0.0 | % | ||||||||||||||
2. | 0 | 0.0 | % | ||||||||||||||
3. | |||||||||||||||||
4. | |||||||||||||||||
5. | |||||||||||||||||
Total: |
* | Input values from column M above, if any. |
Verification
Pursuant to the Receivables Purchase Agreement dated 10/27/2005, the information contained in this Monthly Report is true and accurate in all material respects as of month end and no Event of Termination, Incipient Event of Termination or Insurance Policy Event has occurred.
Signed: | Date: |
Upon completion, email report torobert.kohl@citigroup.com &nigel.kilvington@citigroup.comand fax a signed copy toRobert Kohl at 914.899.7903
ANNEX A-2
Weekly Report as of: | Ineligible Receivables (as a % of Gross Receivables) | 0.00 | % | ||||
Exchange Rate as of Report Date: | Allowances (as a % of Gross Receivables) | 0.00 | % | ||||
Other Deductions (as a % of Gross Receivables) | 0.00 | % | |||||
Combined Reserve Percentage: | 0.00 | % | |||||
Yield/Fee Reserve Percentage: | 0.00 | % | |||||
Servicer Fee Reserve Percentage: | 0.00 | % | |||||
Maximum Percentage Factor | 0.00 | % |
I. | Net Receivables Pool Balance -to be completed each week |
CAD Portfolio | Conversion to USD | International Portfolio (in USD) | USD Portfolio | Total | ||||||
Receivables Pool Balance Net of Credits1 | 0 | 0 | 0 | 0 | 0 | |||||
Ineligible Receivables (excluding Allowances) | 0 | |||||||||
Less: Allowances2 | Total: | 0 | 0 | |||||||
Less: Unapplied Cash2 | 0 | 0 | 0 | 0 | 0 | |||||
Less: Other Deductions in calculating NRPB | 0 | |||||||||
Net Receivables Pool Balance | 0 |
(1) | As of the evening prior to the weekly report date |
(2) | Input Actual Dollar Amount as of the most recent monthly report |
II. | Maximum Potential Capital - to be completed each week |
Actual Capital Outstanding1 | 0.00 | ||||||||
Potential Capital | |||||||||
Net Receivables Pool Balance | 0 | 0 | |||||||
Combined Loss and Dilution Reserve | 0 | 0 | |||||||
Yield / Fee Reserve | 0 | 0 | |||||||
1 - Maximum Percentage Factor | 0 | 0 | |||||||
Premium Reserve | 0 | 0 | 0 | ||||||
Potential Capital | 0 | ||||||||
Maximum Percentage Factor | 0.00 | % | |||||||
Actual Percentage Factor | 0.00 | % | In Compliance - No Paydown Required | ||||||
Program Limit | 0 | ||||||||
Actual Capital Outstanding | 0 | ||||||||
Additional Capital Available / (Paydown) Required | 0.00 | ||||||||
Maximum Borrowing Amount: | 0.00 |
(1) | As of the evening prior to the weekly report date |
Verification
Pursuant to the Receivables Purchase Agreement dated 10/27/2005, as amended, the information contained in this Weekly Report is true and accurate in all material respects as of month end and no Event of Termination, Incipient Event of Termination or Insurance Policy Event has occurred.
Signed: | Date: |
Upon completion, email report torobert.kohl@citigroup.com &nigel.kilvington@citigroup.comand fax a signed copy toRobert Kohl at 914.899.7903
OLD PROGRAM
SCHEDULE II
Section: | Finance | Policy No. |
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Title: | Credit policies and procedures | Page 1 of 18 |
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| Issue date: August 1st 2001 |
Table Of Contents: |
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Executive Summary: |
| 2 |
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Credit Investigation/Review: |
| 3 |
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Terms of Sales: |
| 9 |
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Collection Procedures: |
| 10 |
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Accounts Receivable/Cash Application Process: |
| 15 |
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Payable Rebate Process: |
| 16 |
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Bad Debt Losses: |
| 18 |
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Reporting: |
| 20 |
Executive Summary:
The Credit Group has as its dual role the protection of the Company's investment in accounts receivable, and the promotion of profitable sales.
A close working relationship is maintained between the Credit Group, and the other groups with a direct impact on results and deliverables.
The Credit Group works closely with Sales personnel in the collection of overdue accounts, recognizing special circumstances that might require the intervention of Sales.
This Credit Group, hereinafter CG, manual of credit procedures has been developed to set the practices of Abitibi-Consolidated Inc Worldwide and for all product groups, Newsprint, Commercial Paper Products, Lumber and International (including Latin America, ROW, Europe) and Recycling.
The procedures outlined herein will be a guideline for Abitibi-Consolidated Worldwide Credit Group, Sales Group and all its supports to further clarify the working relationship between their services and those of CG.
This is an evolving manual and will be updated and improved to support new Abitibi-Consolidated Inc programs.
Madeleine Féquière
Director Credit, Credit & Collections
Treasury Services
Credit Risk and Accounts Receivable Management
Mission Statement:
Worldwide Credit Group shall function in the Treasurer Group, and its activities shall be coordinated with overall corporate policy and the activities of worldwide sales.
2
To assist in the increase of WW revenue and market share, it shall be the responsibility of WWCG to:
1. Assess risk of current and prospective customers
2. Set credit limits and maintain their integrity
3. Provide and maintain positive and constructive attitude towards our customers and strategic partners
4. Maximize revenue and protect ACI assets
5. Manage the costs associated with bad debt and slow payments
6. Maintain the financial integrity and control ACI assets
7. Manage risk of our new business opportunities.
Organization Overview:
The Credit and Collections organization is currently centralized in Montreal (see organization chart attached).
Credit Investigation/Review:
New Customer Policies:
Credit Investigation
3
The following documents and information should be obtained by Sales or its supports during contract negotiations and submitted to their designated Credit Group Representatives.
1. Completed credit application signed by an officer or officers of the company.
2. Forecast of the annual requirements to be generated by the customer.
3. Bank references, a written formal authorization from customers agreeing to the release of such information, may be requested. Customer is obligated to provide the authorization.
4. Obtain W-9 or equivalent form prior to credit limit set-up in address book
5. Trade references, names of customer vendors, will be requested from customer. (at least, 1 reference in the Paper Industry).
6. Financial statements, preferably audited (Analysis to be conducted by Credit Group may include, but not be limited to balance sheet, income statement, and cash flow and change in working capital statements.
7. In addition to the info provided by sales, Credit Group will order credit reports from the various agencies such as Dun and Bradstreet to obtain additional credit information, if required.
Exchange of Credit Information
The Credit group will release credit information related to customer payment experience only to suppliers with a membership at one of the following NACM & FCIB organizations: National Fine Paper Manufacturers (VAP), Newsprint & Allied Products, National Forest Products, & Forest Products Export . The Credit Group will also release information to all of our customers upon receiving a written request. Credit information will be given on customers with special arrangements with ACI only upon written customer's authorization to avoid any non-disclosure issues. Credit information on customers will not be given by phone under any circumstances in order to mitigate potential problems. Minimum 3 days to process a request.
Credit Authorization Turn Around Time
The turn around time for making a credit recommendation on new accounts is five (5) business days when information is readily available.
4
For out of country customers, it typically takes two (2) weeks after receipt of the completed credit application from the customer. This time frame could be longer if the credit references do not respond or the application is incomplete.
Note: If required, upon approval, a letter will be forwarded to customer to confirm credit limit and terms of payment to the exception of Lumber. Sales and Customer Service will be advised through e-mail. A signed centralized contract must be made available to Credit when needed.
Credit Limit Categories
After investigations, customers will be placed in one of three risk categories for the credit department use only. Based on the decision criteria, Credit will make a determination about the customer's credit worthiness. A customer deemed credit worthy is approved for standard terms; a customer who is not deemed creditworthy will only be approved with security.
Risk categories:
1. Low Risk or A Rating in system – credit hold exempted customers, select credit worthy customers
2. Medium Risk or C Rating in system – No credit hold exemption, no security required
3. High Risk or E Rating in system - Surety required, security deposit, letter of credit, pre-payment, etc. (ongoing monitoring), $1.00 credit limit assigned.
If there are major issues or disagreements, Sales and Credit will discuss other alternatives that would be in ACI's best interest.
In addition, credit limit should be assigned to customers during peak buying period during the month as opposed to assigning credit limit based on month end balance after payment is received.
Domestic & Export - including Bridgewater – Internal Approval guidelines on New & Existing Accounts
Delegation of Authority is applicable regardless of risk categories and regardless of Export Development Corporation's approval)
$10,000.000 + President and CEO
5
Up to $10,000.000 or less - Sr. V-P, Corp. Dev. & CFO
Up to $5.000.000 or less – V-P & Treasurer
Up to $3.000.000 or less – Director Credit /Credit & Collections
Domestic / Export – EDC required guidelines on New Accounts & existing Accounts, regardless of risk categories .
Discretionary Credit Limit (DCL) of $1,000,000 or $500,000 may apply to all buyers (except those excluded in writing by EDC) in all markets. EXCEPT Venezuela where the coverage is conditional upon obtaining confirmation that the buyer has been granted authorization from Venezuela's foreign exchange administration commission (CADIVI) to acquire foreign currency for the subject shipments and accordingly, the corresponding registration number (AAD number) for that shipment. A further condition is that it will apply only to existing buyers who have been able to obtain funds through the CADIVI process during the 12 months prior to September 1, 2004. Any new buyers, or existing buyers with no tract record of having accessed funds through CADIVI, would need to be approved by EDC.
Method 1 - Abitibi to justify $500,000 DCL coverage (without having to refer to EDC) based on:
Abitibi's own experience with buyer during the past 12 months.
Method 2 - Abitibi to justify $500,000 DCL coverage (without having to refer to EDC) based on:
Written Credit Information – Favorable, provided by a recognized credit information agency or a bank, which supports the extension of credit for the amount of the sale. The information must not be dated more than 12 months.
Method 3 – Abitibi to justify $1,000.000 DCL coverage (without having to refer to EDC) based on:
Financial Statements and written credit information – Favorable financial statements in combination with favorable written credit information of the buyer, which support the extension of credit for the amount of the sale. The fiscal year end of the statements cannot be more than eighteen months. EDC understands and agrees that in most cases, it will be difficult to obtain financial statements, in such cases, Abitibi is required to obtain a detailed bank report from customer to satisfy EDC requirements.
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Credit Evaluation of Existing Customers and Review
Evaluation of Existing customers:
The evaluation of existing customers is initiated by the submission of a request by sales for incremental shipments. The major difference in the evaluation of an existing customer and a new customer is that there is an established relationship and therefore Credit can make a more informed decision. Utilizing the customer's history with ACI, Credit can review the customer's usage/billing and payment habits for prior ACI services. In addition to affording Credit access to additional information in the decision making process, there is also an opportunity to leverage the request for additional services to collect on past due amounts. The following is a brief synopsis of the evaluation process for existing customers:
Sales submits request for incremental shipments.
Credit performs the credit review, including researching the customers A/R balance and past payment trends.
Should the A/R balance be current, past payment trends acceptable, and all other components of the credit review acceptable, the customer's credit limit will be increased and the request approved.
In the event that there are past dues and all other components are satisfactory, the request will be held up until the past dues are settled before releasing pending orders.
In the event that there is a history of late payments and all other credit review components are satisfactory, Credit will consult Sales for feedback on customer to assist in the credit decision.
In the event the internal information is satisfactory and the other components are not, a decision to require surety or not will be made.
Periodic or Annual Reviews:
The objective of the periodic or annual credit evaluation is to assess an existing customer's ability to meet the terms and conditions of existing service that is to be renewed or amended including changes to commitment levels, estimated run rates, and changes in products and services consumed.
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Customers with credit limit < $500k are reviewed on a 12 month basis (ACI own experience or written credit information)
Customers with credit limit >$500k and up to $1.0M are reviewed on a 12 month basis (Financial statements dated less than 18 months & written experience dated 12 months or less)
Customers with credit limit >$1.0M whereas EDC had issued a cover letter for continuing coverage are reviewed by EDC according to their own review date guidelines and coverage will remain in place until otherwise advise.
Historic evidence proves that a customer's credit worthiness constantly changes due to dynamic elements present in business cycle. Evaluating a customer's ability to pay ACI, therefore, cannot be based on a single transaction but must be regularly and consistently reevaluated. The following is a listing of occurrences that will trigger a review:
Credit can initiate a review of a customer based on information obtained from Dun & Bradstreet's Portfolio Manager, based on public information obtained from newspapers, magazines, etc...
Credit can initiate a review of a customer anytime if judged necessary.
Sales Team can initiate a review of a customer by submitting a request to Credit.
Credit Coordinators are requested to show in Abiserve Last Credit Review date as well as Next Credit Review date. An exception report will be ordered to monitor customers up for credit review and ensure timeliness of the process on a daily basis.
Contractual Agreements (Verbal or Written)
Contractual agreements are those reviewed by Legal and/or negotiated by Sales with new (after credit investigations) and existing customers. Credit should be notified of any amendments to the contractual agreement related to payment terms and conditions.
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Credit Coordinator may obtain copies of such agreements upon request from Sales Accounting.
Creation of Customer Identification Number (ID#)
System administration from Sales Service Department is responsible for proper customer set up in the address book. Credit Coordinator is responsible for proper set up of the following fields: legal name, credit limit, credit rating, terms of payment and Federal Tax ID #.
Customer Credit Files
Credit will create and maintain complete and current credit and collection files on all customers. These credit files may include the following information when available:
1. Credit application
2. Signed customer contract, if required
3. Bank and trade references
4. Financial statements, if required
5. Credit agency reports
6. Copies of security agreements, if required
7. Any additional relevant information
Standard or Regular Terms:
Newsprint – Net 30 days and some approved extended 60+ day term.
Commercial Paper Products – Industry term may vary from 45 days to 60 + days.
Lumber – .9% 10 days.
International – country specific or market specific in agreement with EDC
Special/Extended Terms:
Terms may vary by country, special products requirements and international regulations
Domestic Accounts - Special or extended terms have to be approved by a U.S Vice-President
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International Accounts - Special or extended terms have to be approved by a Vice-President.
The following summary identifies the collection activity that can be applied to all levels of business segment accounts.
Credit Group representatives work to convert accounts receivable into cash. Group optimizes productivity by managing day-to-day duties including customer contact and interaction with various ACI groups: Accounts Receivable, Finance, Sales, Customer Accounting, Sales Service, Agents and Legal & Regulatory Affairs.
Additionally, Credit Coordinators are knowledgeable of various products, Accounts Receivable Systems etc. ACI customers are expected to pay their invoices as per obligated terms. Credit Group representatives are responsible for identifying the cause of any delinquency. Delinquent receivable issues result from customer non-payment as well as internal Company problems such as billing, sales "rate" misquotes. Credit Group representatives are most effective working directly with customers to resolve issues impacting the customer's ability to remit payment. Our collection approach is to do everything possible to assist the Sales Team and the customer in correcting problems that impede their ability to pay.
Aging
1 day beyond terms of payment, collection process begins - if required
15 days beyond – a minimum of 3 calls – if required
20 days beyond - 1 written notice to customer - if required, Director Credit and Sales must be notified.
60 days beyond terms, negotiate payment plans or surety - if required
70 days beyond terms – No payment agreement, No surety - Issuance of NOI (notice of intent to terminate service or release to legal or collection agencies) if required.
Note: This timeline is to be used as a guideline. Timeline may be longer when there is manual posting of invoices or if invoices are delivered late or other related billing issues. Collections notes must be recorded in Abiserve.
Hold Orders Procedures
Customer Service Representative enters an order
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Abiserve is ONLY credit limit driven . If customer is over the credit limit, the system will automatically hold all orders.
The Hold order is then referred to the Credit Agent for release. Before the order is released, the Credit Agent must do the following:
If the Customer is over the credit limit, initiate a credit review. It takes us 48 hours to investigate and increase the limit. If for financial reasons, we feel that the credit limit should not be increased Sales & SSR are advised of the situation asap. Credit and Sales will arrive at a decision to release the order or not
If the customer has past due invoices to be cured and has already mailed its payment, the order is released asap and a credit review is initiated immediately afterwards to provide customer with more capacity if necessary.
If the Customer is unable to pay and we are negotiating payments, Sales and SSR are advised of the situation asap. Credit and Sales arrived at a decision to release the order or not.
Only Credit Coordinator is to advise the customer that the order is on hold with the agreement of Sales and Sales Agents.
The Director Credit is required to approve all amounts in excess of the credit limit.
SX order release
Stock paper delivered from a warehouse to a customer is released with an "SX" order. A held SX order has to be released by the Credit coordinators in order to reach the billing process.
Since SX orders are not listed on "WDP " Warehouse Daily Planning report sent electronically by Abiserve to the warehouses, SSRs have to manually forward all SX order documentation. However, no credit check is performed before the documentation is sent.
As a result, SX orders are delivered to customers before the Credit department releases the order in the system. To be in compliance with the credit policy, as a rule SSRs are instructed not to release any SX orders until they have been released off credit hold by Credit Coordinators.
Exception "Blanket Release"
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A short list of Top customers have been designated as "blanket release" meaning they are allowed to pick up their own paper from the warehouse.
To be designated as "blanket release", a customer has to be flagged in the system as "credit exempt" meaning credit coordinators intervention is needed only, once maximum credit limit allowed has been reached.
Blanket releases are purely a manual system, totally non transparent to credit coordinators.
In order to better control this process, the following controls have been put in place:
1. SSRs Managers will provide a monthly list of designated customers to the Director Credit for approval.
2. Director Credit will only approve customers that are credit exempted (meaning orders go through without credit intervention until credit limit is surpassed)
3. Credit Coordinators will monitor the exposure of all customers on the list periodically.
4. Sales Accounting will monitor all releases from warehouse and ensure proper billing.
:
Coverage for National Holidays
Day before a national holiday, the credit department is required to do the following:
Take a picture of all orders on hold
Send a HOT list of critical accounts to Sales Service Managers (SSM) not to be released from hold
SSM's to sign a release form allowing them to perform such function.
Send the release password to the SSM's granting them access to release the following types of orders ONLY:
A) Top Accounts (credit hold exempted) where SSR's had made changes to an order and the amount of the order has changed. B) Emergency shipments or last minute orders for our Top Accounts (credit hold exempted) Anything else should remain on hold until Credit Department is back to work.
Following day, SSM's will provide the respective Credit Agents, a listing of all orders that have been released off credit hold.
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Following day, Credit Department will change the password for order release.
Payment Plans and Note Receivable Arrangements
Payment Plans:
Customers who are past due or beyond normal terms may be considered for a payment plan to enable them to continue the business relationship by reducing and eliminating the past due debt. The payment plans will be limited to short term (90 days) solutions in order to assist customers to return to the original terms of their contract.
Domestic Accounts – Payment Plans have to be approved by a U.S Vice-President
International Accounts – Payment Plans have to be approved by a Vice-President.
Note Receivable Arrangements :
Note receivable should be drafted and reviewed by Legal. In order to approve a note, the account exposure should be $1.0M or more. Terms are not to exceed 1 year. The rate is to be discussed with the V-P and Treasurer. Before acceptance, all notes arrangements should be approved by EDC.
Domestic Accounts – Notes Receivable have to be approved by a U.S Vice-President
International Accounts – Note receivable have to be approved by a Vice-President.
Standard Escalation Policy:
From time to time the Credit Coordinators may need to escalate an account to the Director Credit in order to gain resolution. In compliance with the above mentioned collections procedures, the Credit Coordinators will escalate the files accordingly to Director Credit by providing detailed information and documentation for final disposition.
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Statement of Accounts:
Customers are to receive a statement showing the status of their accounts with ACI, if not otherwise stated. It is the Sales Accounting Group's priority at month end to ensure that the statements are sorted and mailed to customers by the 5th business day after the completion of the billing cycle.
Customer Visits
The Director Credit will conduct visits in concert with Sales representatives and the Credit Coordinators when appropriate to achieve the following objectives:
To develop a relationship with the customer
To enhance relationship with Sales
To observe facilities (plant, location, equipment, inventory)
Discuss specific requests (terms, extension of credit limit, etc)
Discuss and review confidential financial data
Resolve disputed items
Resolve collections issues
Paper Industry Group Meeting:
Director Credit, Credit Coordinators will participate in specific paper industry group meetings quarterly, to open up communications line for the exchange of credit information with direct impact on reduction of outstanding delinquent receivables and write-offs. Members obtain performance information but also have the chance to network and build relationships with credit professionals in the same industry. Currently ACI's registered in the following groups:
Lumber – NACM National Forest Products Group
International – FCIB Forest Product Export Group (Domestic and Europe)
Newsprint – NACM National Newsprint & Allied Products Group
Commercial Paper Products – Fine Paper Group
NOI (Notice of Intent to stop shipment):
If all efforts for resolution have failed and accounts remain past due or in default beyond the determined cure period, the Credit Coordinator will escalate the file to Director Credit for resolution.
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Before sending NOI, Credit will notify appropriate individuals. Director Credit is directly responsible to seek further approval if necessary.
Stop Shipment Procedure:
Once all collection efforts have been exhausted and failed. The last step in the collections process is to ensure that service is stopped and appropriate actions must be taken to recover the debt. Sales must be notified of such actions.
The Accounts Receivable/Cash Application group is directly responsible for the timely and accurate distribution of payments received by ACI. They are also responsible for directly communicating the cash application status (Unapplied, on account, and Unidentified) to Credit and Collections, and Customer Accounting Representative.
Customer Deductions/Discrepancies
Cash Applications will submit all discrepancies on a daily basis to Credit
Credit will contact their respective customers to source out the reasons for the discrepancies on a daily basis and sign their names on the check stubs.
Cash Applications will submit all check stubs or other documents to Sales Accounting with reasons for discrepancies on a daily basis.
Sales Accounting will conduct analysis within same month and forward their analysis to Salesrep for appropriate actions with a deadline and copy to Credit. Copy also to Sales V.P. only if required.
Sales will decide of the outcome of the analysis within the allowed deadline and reply to: A) Sales Accounting if decision is in favor of the customer in order to issue credit note. B) Credit if decision is in favor of Abitibi in order to collect the amount due.
Monthly, Sales Accounting will issue a report to Sales and Credit listing all accounts analyzed within the month for follow-up.
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If no resolution within 60 days, Sales Accounting should escalate the case to the respective V.P. or Senior V.P. Sales only if Required.
Credit Coordinators are responsible for all open items on their respective Aging and are responsible to follow-up with Sales Accounting for quick resolution not to penalize the securitization program.
Unapplied Cash
Cash applications Specialists will advise Credit and Sales Accounting of unapplied cash promptly.
Cash Applications will cure the cash as per Sales accounting's instructions.
Once special arrangements are deducted, a monthly listing of unapplied cash will be forwarded to Sales Accounting.
Returned Item Procedures
Cash application will forward all returned drafts to Credit Group on a daily basis with the following information:
Customer
Check number
Amount of remittance
Date item was returned
Reasons for return if available: (customer dispute, insufficient funds, bank error, etc)
The Credit and Collections group will contact customer to notify them of the returned check. Certified funds may be required in order to cure the default.
As a rule, no rebate payment should be forwarded to a customer with a past due amount with ACI. Sales Accounting will first advise Sales of the situation. A listing of all rebate payments for review before release should be forwarded to Credit.
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Note: Please reference terms of contract prior to initiating a hold on a rebate payment to our customers.
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Bad Debt Losses:
Actions following Cancellation
Provide customer final opportunity to settle debt.
Send customer notification that debt will be pursued through use of outside sources (included in NOI).
Collection agency
Internal legal department through suit or arbitration
External legal firms through suit or arbitration
Legal Write-offs
Prepare legal package and forward to Legal department for pursuit of debt (internal or external).
Criteria for Legal – Balances greater than $50,000.
Agency Write-offs – Balances less than $50,000
Accounts submitted manually to an Outside Collection agency.
Collection Agencies
From time to time when all collections efforts have been tried and failed, accounts will be released to OCA (outside collection agency). An OCA must be bonded and a member of the National Law League. Credit Coordinators are responsible for selecting or recommending accounts to be placed with a collection agency and inform the Director Credit/Credit prior to releasing an account to a collection agency
Before releasing an account to an OCA, the Director Credit/Credit will notify Sales and EDC.
Bankruptcy Proceedings
The Director Credit will handle all legal and regulatory Affairs and determine the best course of action for the recovery of outstanding debts. In cases of customer bankruptcy or pre-bankruptcy formation of creditors committees, Credit will actively serve on such committees.
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Reserves/Bad debt allowances
Director Credit to identify and set aside specific reserve for bad debt items and notify General Accounting quarterly. General Accounting is responsible for establishing total reserve balances. The Treasurer must approve any adjustments to the reserves.
ACI has adopted the customer specific method and the process is as follow:
1. Quarterly the credit department will download directly from Abiserve the Aging Report that reconciles with G/L including all House Accounts;
2. All accounts credit-insured over 90 days past due will be analyzed and assigned a certain percentage of risk if required;
3. All accounts self-insured over 60 days past due will be analyzed and assigned a certain percentage of risk if required
4. All accounts co-insured with EDC will be analyzed and assigned a certain percentage of risk if required
5. All accounts assigned a certain percentage of risk will be well documented and back up provided to accounting.
Write-off Procedure
Once customer's account is canceled due to non-payment, write-off procedures should be initiated.
Approval Levels: Bad Debts Write-off:
(Gross loss amount)
$1.000 + President and CEO
Up to $1.000 Sr. V-P, Corp. Dev. & CFO
Up to $500 or less – V-P & Treasurer
Documentation supporting Write-off
Business case supporting write-off
Copies of customer D&B or other credit agency report if available
Current statement of account, customer aging
EDC's claim copy showing receipt
Other supporting documentation, returned checks, bankruptcy notices, etc.
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Proposed journal entry to recognize actual bad debt write-off by Cash application coordinator
Debit Bad Debt Reserve, Account, General Ledger
Credit Trade A/R, Account, Subsidiary Ledger
Frequency and owners of process
Actual bad debt losses incurred should be recognized as they are identified throughout the quarter.
Director Credit/Credit should initiate the processing of the write-off.
General Accounting will prepare entries to be recorded in G/L and S/L.
The Credit group will produce and distribute the following report, if required:
1. Monthly Aging by Sales Representatives
2. Monthly 30+ aging in absolute dollars and as a percentage of the total A/R balance
3. Monthly Top 25 in dollars owing in each product group
4. Monthly Days Sales Outstanding by product group
5. Monthly Collection Effectiveness Index
6. Monthly Over the credit limit report if required (see AFDA )
7. Monthly Critical List Report (Notes, Payment Plans, Letters of Credit Report) if required
8. Quarterly AFDA (allowance for bad debt report)
9. Monthly 90+ days Report to EDC
10. Monthly 60 days over 10% to EDC
11. Monthly inactivation of accounts over 6 months - And change credit limit to $1.0)
12. New customer report
13. Customer due for Credit Review
14. Daily program to run CX customers with an order
15. All other reports required to manage our business
Security Matrix Review:
Security access will be performed quarterly or immediately following a change/movement in treasury Department personnel.
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ANNEX H: INSURANCE POLICY
May 24th, 2006
Madeleine Féquière
Director of Credit
Abitibi-Consolidated Inc.
1155 Metcalfe Ste 800
Montreal, PQ, H3B 5H2
Dear Ms. Féquière:
Re: Policy No. CG 1 22818
We acknowledge receipt of your acceptance and thank you for continuing to Insure with us.
Enclosed is a copy of your policy documentation as follows:
• | General Terms and Conditions; |
• | Coverage Certificate, which contains the specific Policy parameters applicable to you; |
• | Country Schedule, which specifies the countries covered, the maximum payment terms and the applicable premium rates; |
• | Credit Management Schedule, which sets out the methods you may use to establish a Credit Limit for each of your buyers and your obligations regarding overdue accounts; |
• | Endorsements which modify the Policy as specified: Declarations and Payment of Premium; Continuous Coverage Between Two Policies - Credit Limits; Sales by Foreign Affiliate - Goods Manufactured in Canada or Offshore; Sales Out of Consignment Inventory or Exhibition Stock; Boycott; Credit Limit for ILC Sales (Confirmed and Unconfirmed ILC) and Coverage to Canadian Buyers Involving Foreign Countries. |
We have also enclosed six Additional Canadian Insured endorsements. Please send us a signed copy of each at your earliest convenience.
Should you have any questions, please do not hesitate to contact me.
Yours truly, |
Marlène Bouchard
Underwriter
Forestry
Telephone: 1-888-332-4089
Fax: 613-597-8830
mbouchard@edc.ca
C.C.: Daniel Galvao, Marsh Canada Limited
151 O’Connor Ottawa ON Canada K1A 1K3
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ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
GENERAL TERMS AND CONDITIONS
This insurance policy is issued to the Insured identified in the Coverage Certificate by Export Development Canada (“EDC”) and Compagnie Francaise d’Assurance pour le Commerce Extérieur – Canada Branch (“Coface”), who are together referred to in this Policy as the “Insurers”. The Insurers have separate liability to the Insured.
EDC is the Administrator of this Policy for the Insurers. All communications and correspondence between the Insured and the Insurers are to be with EDC, and all requests, claims, declarations and other submissions and notices required by the Policy to be made to the Insurers are to be made to EDC. All premium is to be paid to EDC.
Capitalized terms not defined in this document shall have the meanings given to them in the Coverage Certificate.
COVERAGE
1. | The Insurers hereby provide insurance for goods Shipped on or after the Coverage Effective Date, subject to the provisions of this Policy and in consideration of the Insured’s payment of the Acceptance Fee and undertaking to pay all required premium. | |||||||
EDC Coverage | EDC insures the Insured against and agrees to pay the Insurance Percentage of any loss covered by the Policy that is sustained by the Insured under Eligible Contracts with buyers in countries listed in the Country Schedule (excluding Canada), as a direct result of the occurrence of any Risk described in Section 2. Such a loss is referred to as an “Export Loss”. The amount of any Export Loss will be determined pursuant to Section 19. | |||||||
Coface Coverage | Coface insures the Insured against and agrees to pay the Insurance Percentage of any loss covered by the Policy that is sustained by the Insured under Eligible Contracts with buyers located in Canada (if Canada is listed in the Country Schedule), as a direct result of the occurrence of a Risk described in Subsection 2(1), 2(2) or 2(3) only. Such a loss is referred to as a “Domestic Loss”. The amount of any Domestic Loss will be determined pursuant to Section 19. | |||||||
Loss | The term “Loss”, when used in this Policy, means either an Export Loss or a Domestic Loss, or both, as the context requires. A Loss is covered under this Policy only if it is an amount that was payable by the buyer which was not paid as a direct result of the occurrence of a covered Risk or which would have become payable under the Eligible Contract if the Risk had not occurred. | |||||||
Risks | 2. | The risks that are covered under this Policy (the “Risks”) are the following: | ||||||
Insolvency | (1) | failure of the buyer to pay when the financial situation of the buyer has resulted in: | ||||||
(a) | proceedings being commenced under the bankruptcy or insolvency laws of the buyer’s country for the reorganization of the financial affairs of the buyer or the winding up of the buyer; or | |||||||
(b) | the conclusion of a composition arrangement which is legally binding on all the creditors of the buyer; |
151 O’Connor, Ottawa, ON K1A 1K3 | Page 1 of 14 | |||
![]() | 30-028-Globex-Quebec (0705) |
Limit or Credit Approval, exclude a buyer, or change the provisions of the Country Schedule, including, without limitation, by removing a country from the Country Schedule. However, any such change, cancellation or withdrawal shall apply only to goods to be Shipped after receipt of the notice by the Insured (the date of such receipt to be determined in accordance with Section 35). Any Loss with respect to goods Shipped after receipt of the notice, other than goods Shipped in accordance with a change set out in any such notice, shall be conclusively deemed to be a Loss that was due to a cause avoidable by the Insured and therefore excluded from coverage pursuant to Section 8 of the Policy. | ||||||||
Changes – annually | (2) | The Insurers shall have the right to change the premium rates and any term or condition of the Policy as of any Anniversary Date, provided that the Insured is sent an initial notice, at least 60 days prior to the Anniversary Date, that changes may or will be made to the Policy, but the changes need not be specified as part of such initial notice. The Insured will be notified of the specific changes at a later date and the changes will become effective on the first Anniversary Date following the Insurers’ initial notice if the Insured notifies the Insurers that the changes are acceptable. If the Insured does not agree with the changes, the Policy will terminate 60 days after such Anniversary Date and during that 60 day period the existing rates and terms and conditions will continue to apply. | ||||||
Application | 5. | The statements made by the Insured in the Application are the basis upon which this Policy has been issued. If any such statements are untrue, incomplete or incorrect in any material respect, this Policy shall be void as of the Coverage Effective Date and the Insurers may retain any premium and fees that have been paid. | ||||||
Documentation Risk | 6. | Even though the Insurers may have received from the Insured, or provided comments on, any contract of sale, agreement or other documentation, the Insured remains responsible for ensuring the effectiveness of all documentation, including ensuring that an agreement creates a binding payment obligation by the relevant party. | ||||||
Disputes | 7. | If there is a dispute between the Insured and the buyer with regard to any matter which brings into question the amount owing (or whether there is any amount owing) by the buyer to the Insured (a “Dispute”), the Insurer shall have no liability with respect to the claim until the Dispute is finally settled, by negotiation or otherwise, and the Loss amount is clearly established. | ||||||
EXCLUSIONS
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8. | The Insurers shall not be liable for the payment of a claim for Loss if: | |||||||
Misrepresentation | (1) | the Insured has at any time made any misrepresentation to an Insurer or has failed to disclose to the Insurers any information that is material to the rights, liabilities or obligations of either Insurer under this Policy; | ||||||
Changing Terms of Payment | (2) | the Insured has agreed with the buyer to change the payment terms under the Eligible Contract, unless: | ||||||
(a) | the Insurer has given its prior written approval; | |||||||
(b) | such agreement constitutes a composition arrangement that is legally binding on all creditors of the buyer; or | |||||||
(c) | the agreement was made in the circumstances described in Section 9; |
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30-028-Globex-Quebec (0705) |
DUTIES OF THE INSURED
Notification of Other Contracts |
10. |
The Insured shall promptly notify the Insurers each time a shipment of goods is to be made by the Insured under a contract of sale (other than an Excluded Contract) that is on terms not provided for in the Country Schedule or with a buyer located in a country not listed in the Country Schedule, and on being so notified, the Insurers shall either: | ||||
(1) | extend the insurance coverage to include the contract of sale as an Eligible Contract by adding the buyer’s country and/or the new payment terms to the Country Schedule, and advise the Insured of the terms of such coverage; or | |||||
(2) | designate the contract of sale as an Excluded Contract. | |||||
11. | On or before the 20th day of the month following the end of each Declaration Period, the Insured shall: | |||||
Declarations | (1) | complete and return to the Insurers the declaration worksheet provided by the Insurers, specifying by country (or, in the case of Canada, by province or territory) where the buyer is located, the Gross Invoice Value of all goods Shipped during that Declaration Period under contracts of sale other than Excluded Contracts, and if no such goods have been Shipped during that Declaration Period, the Insured shall submit a nil declaration; and | ||||
Payment of Premium | (2) | pay premium, computed on the Gross Invoice Value of all goods Shipped during that Declaration Period under contracts of sale other than Excluded Contracts, at the rates applicable on the date the goods were Shipped, as set out in the Country Schedule, and any applicable taxes. | ||||
Payment of Other Fees | 12. | Upon receipt of a statement of account, the Insured shall promptly pay all fees owing for any services provided by the Insurers or obtained by the Insurers for the Insured for purposes of the coverage. | ||||
Overdues and Events that Could Cause a Loss |
13. |
The Insured shall immediately notify the Insurers of any event or circumstance of which the Insured is aware that could cause a Loss, including, without limitation, any deterioration in the financial condition of a buyer, and, on or before the 20th day of each calendar month, the Insured shall provide the Insurers with full particulars as to all amounts payable by buyers under Eligible Contracts that have been in default for more than 90 days. | ||||
Prevent and Minimize Loss |
14. |
The Insured shall use all reasonable and usual care, skill and forethought in respect of all matters affecting this Policy, and shall take all practicable measures, including any measures requested by the Insurers, to prevent the occurrence of any Loss or minimize the amount of any Loss that may occur or that has occurred. The obligation to prevent and minimize Loss applies both prior to and after the filing of a claim application and it includes, without limitation, the obligation to: | ||||
(1) | monitor overdue accounts by following the procedures for the collection of overdue accounts that are set out in the Credit Management Schedule or, if no such procedures are set out in the Credit Management Schedule, by following the Insured’s own procedures; |
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30-028-Globex-Quebec (0705) |
CURRENCY CONVERSIONS
Declarations and premiums |
18. |
(1) |
All declarations of goods Shipped and all premium shall be expressed and paid in a Declaration Currency. For purposes of determining the amount to be declared and the premium to be paid when the Contract Currency is not a Declaration Currency, the Gross Invoice Value shall be converted to its equivalent value in a Declaration Currency, at the rate applicable at the Insured’s bank for buying Declaration Currency with Contract Currency on the last business day of the Declaration Period in which the goods were Shipped. | |||||
Claim payment | (2) | Claim payments shall be made in the Contract Currency if the Contract Currency is USD or CAD. If the Contract Currency is not USD or CAD, the claim payment shall be made in the Policy Currency and, to determine the amount of the claim payment, the Loss amount shall be converted to the Policy Currency at the lesser of the daily noon mid-market rate for such conversions applicable at EDC’s bank on: | ||||||
(a) | the last business day of the calendar month in which the goods were Shipped; and | |||||||
(b) | the date on which the Insured became entitled to receive a claim payment, as set out in Section 21. | |||||||
Insurers’ Liability | (3) | For purposes of calculating each Insurer’s remaining exposure under any maximum liability amounts under the Policy, any claim payment made in a currency other than the Policy Currency shall be converted to the Policy Currency at the daily noon mid-market rate for such conversions applicable at EDC’s bank on the last business day of the calendar month prior to the date of the claim payment. |
LOSSES
Computation of Loss | 19. | The amount of a Loss that is covered by the Policy will be computed in the Contract Currency, and is the Gross Invoice Value of the goods Shipped together with any additional Insurance, freight or other handling costs (exclusive of demurrage) that were incurred as a result of any interruption or diversion of delivery due to the occurrence of the Risk which resulted in the Loss, less: | ||||||
(1) | any amount which the Insured agrees the buyer is entitled to take into account by way of payment, credit, set-off or counterclaim; | |||||||
(2) | all amounts received, recovered or realized by or on behalf of the Insured on account of amounts payable by the buyer to the Insured in respect of such goods, including any amount realized through sale or disposal of the goods; and | |||||||
(3) | all costs that would normally have been incurred by the Insured in respect of such goods but which have not been incurred as a result of the occurrence of the Risk. |
Page 7 of 14 |
30-028-Globex-Quebec (0705) |
Insurer will pay interest on the amount payable by the Insurer at the rate per annum quoted by EDC’s bank as its prime rate for the currency of the claim payment, as of the day following the date the claim should have been paid, and such interest shall be calculated annually in arrears from, but excluding, 30 days after the later of: (i) the date the Insured is entitled to receive a claim payment, (ii) the date when the Insurer received the claim application, and (iii) the date when the insurer received any requested additional information, to, and including, the date the claim is paid to the Insured and such interest is payable on the date the claim is paid. | ||||||
Claim payment return | 25. | If an Insurer has paid a claim to the insured and: | ||||
(1) | the insurer becomes aware of information that would have entitled the Insurer not to pay the claim, including, without limitation, the fact that any of the exclusions of the insurer’s liability set out in Section 8 or elsewhere in the Policy applied to the claim, or | |||||
(2) | the Insured fails to comply with its obligations under the Policy following a claim payment, the Insured shall, forthwith upon the Insurer’s demand, repay the claim amount to the Insurer, with interest thereon at the rate per annum quoted by EDC’s bank as its prime rate for the currency of the claim payment, as of the date the claim was paid, and such interest shall be calculated annually in arrears from, but excluding, the date the claim was paid, to, and including, the date the claim is repaid to the Insurer and such interest is payable on the date the claim is repaid. | |||||
Reservation of Rights | 26. | The Insurers hereby expressly reserve all rights under the Policy. No action or failure to act by or on behalf of an insurer in connection with investigating a claim or seeking to prevent or minimize a Loss, including, without limitation, the undertaking of investigations, discussions or negotiations with a buyer or any third parties, shall constitute a waiver by the insurer of any of its rights under the Policy or prevent or estop the insurer from thereafter exercising any of its rights under the Policy including, without limitation, its right to deny liability or terminate the Policy. | ||||
RECOVERIES
| ||||||
Subrogation | 27. | (1) | Subject to Subsection 27(2), upon the payment of a claim, the Insurer is subrogated to all the Insured’s rights against any person responsible for the Loss up to the amount of the claim payment. The Insurer is entitled to take legal action against any person in order to exercise those subrogated rights. | |||
(2) | The Insurer waives all rights of subrogation if the claim payment was made to a third party pursuant to the provisions of a Tripartite Agreement or a Direction to Pay in circumstances in which the claim payment would not have been made directly to the Insured as a result of the application of Subsection 8(7). | |||||
Rights and Obligations of the Insured | 28. | (1) | Where an Insurer pays a claim, the Insured may exercise its rights for the balance of its claim against the buyer for which the Insured has not been indemnified by the Insurer, in preference to the Insurer. |
Page 9 of 14 |
30-028-Globex-Quebec (0705) |
Insurers’ Access to Information |
33. |
The Insured shall provide the Insurers with all information relating to any matter under this Policy that is in the possession of the Insured or an Affiliate. The Insurers may, at any time, examine and make copies of all letters, communications, accounts or other documents that relate to the Policy, that are in the possession or control of the Insured or an Affiliate. The Insured shall take all reasonable steps to allow the Insurers to obtain any information or to review any document that relates to the Policy and that is in the possession of any other person. | ||||
Contract of Insurance |
34. |
These General Terms and Conditions and all endorsements hereto, the Coverage Certificate, the Credit Management Schedule, the Country Schedule, the Credit Approvals (all such documents collectively constituting the “Policy”), and the Application on which the Policy is based, constitute the entire contract of insurance between the Insurers and the Insured. Except as expressly provided for in the Policy, any statements, undertakings or agreements between the parties other than what is contained in this Policy, the Application, or a written agreement entered into between the Insurers and the Insured after the issuance and acceptance of the Policy, shall not form part of, or be deemed to be part of, this contract of insurance. | ||||
Notice |
35. |
Every notice, demand, request, consent, approval, waiver or agreement to be given or made hereunder shall be in writing and shall be delivered to the other party by hand, sent by mail, or transmitted by fax or e-mail, and shall be deemed to have been given and received, if delivered by hand, upon delivery, if sent by mail, the earlier of actual receipt and seven days after posting, and if transmitted by fax or e-mail, the date of transmission, in each case excluding Saturday, Sunday and any national or statutory holiday when the offices of the receiving party are closed for business. The mailing address, fax number and e-mail address of the Insurers and the Insured for purposes of the Policy are those specified in the Coverage Certificate or such other addresses or fax numbers as to which the Insurers or the Insured may from time to time notify the other. | ||||
Observance of Policy Conditions |
36. |
The due performance of the Insured’s duties and obligations under the Policy, at the time stipulated for such performance, shall be a condition precedent to any liability of the Insurers for the payment of a claim. No failure on the part of an Insurer to exercise and no delay in exercising any right under this Policy shall operate as a waiver thereof. Any waiver by an Insurer of the strict compliance by the Insured with its duties and obligations under the Policy shall not be deemed to be a waiver of any subsequent failure by the Insured to comply with such duties and obligations. | ||||
Termination | 37. | (1) | Each party shall have the right to terminate this Policy upon giving the other party 60 days’ prior written notice to that effect. | |||
(2) | An Insurer shall have the right to terminate this Policy on 15 days’ notice to the Insured if the Insured defaults in the due performance of its duties or obligations under the Policy, unless such default is cured or remedied by the Insured within such 15 day notice period. | |||||
(3) | An Insurer shall have the right to terminate this Policy immediately on notice to the Insured if the Insured, an agent of the Insured, an Affiliate or an agent of an Affiliate has engaged in or knowingly been party to any action, in relation to any contract of sale insured under the Policy, that is prohibited by Canada’sCorruption of Foreign Public Officials Act or by the criminal laws dealing with the bribery of public officials that are applicable in a country in which any such agent or Affiliate is located. |
Page 11 of 14 |
30-028-Globex-Quebec (0705) |
(3) | “Contract Currency” means the currency in which the Gross Invoice Value of the goods is contractually required to be paid by the buyer; | |||||
(4) | “Coverage Certificate” means the document issued by the Insurers that sets out the specific terms of the insurance coverage applicable to the Insured and stipulates any conditions of coverage which may amend or add to those established by these General Terms and Conditions; | |||||
(5) | “Credit Approval” means a notice given by the Insurers to the Insured stating the amount of the Credit Limit for a buyer or group of buyers and stipulating any specific conditions or changes to the insurance coverage applicable to goods Shipped to that buyer or group of buyers; | |||||
(6) | “Credit Limit” means the maximum amount of Loss that the Insured may sustain in respect of any individual buyer and still obtain the maximum Insurance Percentage under the Policy; | |||||
(7) | “Due Date” means the date on which payment under an Eligible Contract is due; | |||||
(8) | “Eligible Contract” means a contract of sale that is not an Excluded Contract and that: | |||||
(a) | complies with any special conditions set out in the Country Schedule for the country in which the buyer is located; | |||||
(b) | provides that all amounts payable by the buyer to the Insured shall be paid on terms which are within the maximum terms of payment set out in the Country Schedule for the country in which the buyer is located; and | |||||
(c) | complies with the provisions of any Credit Approval issued for the buyer; | |||||
(9) | “Excluded Contract” means a contract of sale: | |||||
(a) | with a federal, provincial, state, territorial, municipal or other government buyer, unless otherwise approved by the Insurers in writing; | |||||
(b) | to be entirely paid by an irrevocable letter of credit or secured by an irrevocable standby letter of credit, which was in the possession of the Insured at the time the goods were Shipped; | |||||
(c) | to be entirely paid to the Insured by a Canadian or US buyer with cash before the goods are delivered (‘cash’ means hard currency, or money order, bank draft, credit card or certified cheque); | |||||
(d) | that the Insured is prohibited by law from performing; or | |||||
(e) | which the Insurers have advised the Insured in writing is not insured under this Policy; | |||||
(10) | “Gross Invoice Value” means the invoice value of goods and any insurance, freight or other handling costs that were incurred by the Insured on behalf of the buyer at the time the goods were Shipped, and excluding: | |||||
(a) | any tax payable by the Insured to a taxing authority that would be reimbursed by the taxation authority if not paid by the buyer; | |||||
(b) | any amount to be paid by an irrevocable letter of credit or secured by an irrevocable standby letter of credit, which was in the possession of the Insured at the time the goods were Shipped; |
Page 13 of 14 |
30-028-Globex-Quebec (0705) |
May 9th, 2006
Madeleine Féquière
Director of Credit
Abitibi-Consolidated Inc.
1155 Metcalfe, Ste 800
Montreal, PQ,H3B 5H2
Dear Ms. Féquière:
Re: Policy No. GG 1 22818
Further to your recent request, enclosed is a new Country Schedule reflecting the addition of the following countries:
COUNTRIES | PAYMENT TERMS | |
People’s Republic of China | ILC Sight – 30 days | |
Republic of Korea | ILC Sight – 30 days |
Also, please find enclosed is the following endorsements: Additional Canadian Insured (Bois d’ingénierie Abitibi-LP II Inc. and Abitibi-Consolidated Company of Canada), and Sales by Foreign Affiliate-Goods Mfg in Canada or Offshore (Abitibi-Consolidated Corporation), which form part of your Policy effective September Ist, 2004.
Should you have any questions, please do not hesitate to contact me.
Yours truly, |
Nathalie Drouin
Senior Underwriter
Forestry
Telephone: 1-866-996-9974
Fax: 613-597-8830
ndrouin@edc.ca
C.C.: Daniel Galvao, Marsh Canada Limited
151 O’Connor, Ottawa, ON Canada K1A 1K3
| ![]() |
COUNTRY SCHEDULE | ||||||
Insured: | Abitibi-Consolidated Inc. | |||||
Policy Number: | GG 1 22818 | |||||
Issued: | May 9th, 2006 | |||||
Effective: | May 1st, 2006 | |||||
Reference Number: | 5 |
This Schedule lists the countries and the maximum payments terms in respect of which insurance coverage is provided and sets out the premium rates applicable to sales made by the Insured to buyers located in such countries and payable on such maximum payment terms. This Schedule forms part of the Policy and, as of its effective date, it replaces any previous Country Schedule.
Countries | Maximum Payment Terms | Note | Rate % | |||
Arab Republic of Egypt | ILC 91-180 days | |||||
Argentina | Up to 180 days Cash Against Documents/Documents on Payment of a Sight Draft | |||||
Aruba | Cash Against Documents/Documents on Payment of a Sight Draft | |||||
Australia | Up to 90 days | |||||
Austria | Up to 90 days ILC- Sight 30 days | |||||
Barbados | Up to 90 days | |||||
Belgium | Up to 90 days | |||||
Bermuda | Up to 90 days | |||||
Brazil | Up to 180 days ILC 91-180 days Cash Against Documents/Documents on Payment of a Sight Draft | |||||
Canada Domestic | Up to 90 days | |||||
Canada Export | Up to 180 days | |||||
Chile | Up to 180 days | |||||
Colombia | Up to 180 days | |||||
Costa Rica | Up to 180 days | |||||
Dominican Republic | Up to 180 days |
Page 1 of 3
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
Ecuador | Up to 180 days Cash Against Documents/Documents on Payment of a Sight Draft ILC 91-180 days | |||||
EL Salvador | Up to 180 days | |||||
France | Up to 180 days | |||||
Germany | Up to 90 days | |||||
Greece | Up to 180 days | |||||
Guadeloupe | Up to 180 days | |||||
Guatemala | Up to 120 days | |||||
Honduras | Up to 180 days | |||||
Hong Kong | Up to 90 days | |||||
Hungary | Up to 90 days | |||||
Iceland | Up to 90 days | |||||
India | Up to 90 days | |||||
Ireland | Up to 90 days | |||||
Israel | Up to 90 days | |||||
Italy | Up to 180 days | |||||
Jamaica | Up to 90 days | |||||
Kuwait | Up to 90 days | |||||
Luxembourg | Up to 90 days | |||||
Macedonia | Up to 90 days | |||||
Malta | Up to 90 days | |||||
Martinique | Up to 180 days | |||||
Mexico | Up to 180 days | |||||
Morocco | Up to 90 days | |||||
Netherlands | Up to 90 days | |||||
Netherlands Antilles | Up to 90 days | |||||
Nicaragua | Up to 180 days | |||||
Norway | Up to 90 days | |||||
Panama | Up to 180 days | |||||
Paraguay | Up to 180 days | |||||
People’s Republic of China | Up to 90 days ILC Sight - 30 days | |||||
Peru | Up to 180 days | |||||
Portugal | Up to 90 days | |||||
Puerto Rico | Up to 90 days | |||||
Republic of Korea | ILC Sight - 30 days | |||||
Saudi Arabia | Up to 90 days | |||||
Singapore | Up to 180 days | |||||
Slovak Republic | Up to 90 days |
Page 2 of 3
Slovenia | Up to 90 days | |||||
Spain | Up to 90 days | |||||
Sweden | Up to 180 days | |||||
Switzerland | Up to 180 days ILC 31-90 days | |||||
Trinidad and Tobago | Up to 90 days | |||||
Turkey | Up to 180 days | |||||
Ukraine | Up to 90 days | |||||
United Kingdom | Up to 90 days | |||||
United States of America | Up to 180 days | |||||
Uruguay | Up to 180 days | |||||
Venezuela
see RESTRICTION NOTE* | Up to 180 days | 1 | ||||
Virgin Island (BR) | Up to 180 days |
* | RESTRICTION NOTE: There are further restrictions that apply to this market, please see the Credit Management Schedule. |
** | Note 1While the Discretionary Credit Limit (DCL) will now apply to Venezuela, please note that coverage is conditional upon your having obtained confirmation that the buyer has been granted authorization from Venezuela’s foreign exchange administration commission (CADIVI) to acquire foreign currency for the subject shipment(s) and accordingly, the corresponding registration number (AAD number) for that shipment. A further condition is that it will apply only to existing buyers who have been able to obtain funds through the CADIVI process during the 12 months prior to September 1st, 2004. Any new buyers, or existing buyers with no track record of having accessed funds through CADIVI, would need to be approved by EDC. |
EXPORT DEVELOPMENT CANADA, |
for the Insurers |
Issued: May 9th, 2006 | ||||
Effective Date: September 1st, 2004 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: GG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
ADDITIONAL CANADIAN INSURED
This Endorsement forms part of the Policy.
Coverage is provided in accordance with the provisions of the Policy to the Related Canadian Company identified below (referred to in this Endorsement as the Additional Insured) against losses that it sustains.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
“1. | The conditions and limitations of cover that apply to the Insured shall also apply to theAdditional Insured. The Insurers shall not be liable for the payment of any claim forLoss sustained by the Insured or anyAdditional Insured referred to in this Endorsement or in any Additional Canadian Insured Endorsement issued under the Policy (the “Additional Insureds”), unless all the sales contracts of the Insured and theAdditional Insureds are declared in accordance with the terms of the Policy. |
2. | The undersignedAdditional Insured hereby appoints the Insured as its true and lawful attorney to deal with the Insurers on its behalf in all matters relating to this Policy and any claim forLoss hereunder, including to receive from the Insurers any claim payment to be made to theAdditional Insured, and the Insured hereby accepts such appointment. |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
3. | When submitting a claim application, the Insured must provide the Insurer with a signed copy of a declaration form provided by the Insurer in which theAdditional Insured has made the declaration required by the Insurer to the effect that theAdditional Insured has not engaged in activities prohibited by criminal laws dealing with corruption or the bribery of public officials. |
4. | All communications with the Insurers with respect to such coverage shall be with the Insured, not theAdditional Insured.” |
Related Canadian Companies
Bois d’ingenierie Abitibi-LP II Inc
Larouche, PQ
EXPORT DEVELOPMENT CANADA, |
for the Insurers |
Abitibi-Consolidated Inc. |
|
Bois d’ingenierie Abitibi-LP II Inc |
|
Issued: May 9th, 2006 | ||||
Effective Date: September 1st, 2004 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: GG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
ADDITIONAL CANADIAN INSURED
This Endorsement forms part of the Policy.
Coverage is provided in accordance with the provisions of the PoIicy to the Related Canadian Company identified below (referred to in this Endorsement as the Additional Insured) against losses that it sustains.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
“1. | The conditions and limitations of cover that apply to the Insured shall also apply to theAdditional Insured. The Insurers shall not be liable for the payment of any claim forLoss sustained by the Insured or anyAdditional Insured referred to in this Endorsement or in any Additional Canadian Insured Endorsement issued under the Policy (the “Additional Insureds”), unless all the sales contracts of the Insured and theAdditional Insureds are declared in accordance with the terms of the Policy. |
2. | The undersignedAdditional Insured hereby appoints the Insured as its true and lawful attorney to deal with the Insurers on its behalf in all matters relating to this Policy and any claim forLoss hereunder, including to receive from the Insurers any claim payment to be made to theAdditional Insured, and the Insured hereby accepts such appointment. |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
3. | When submitting a claim application, the Insured must provide the Insurer with a signed copy of a declaration form provided by the Insurer in which theAdditional Insured has made the declaration required by the Insurer to the effect that theAdditional Insuredhas not engaged in activities prohibited by criminal laws dealing with corruption or the bribery of public officials. |
4. | All communications with the Insurers with respect to such coverage shall be with the Insured, not theAdditional Insured.” |
Related Canadian Companies
Abitibi-Consolidated Company of Canada
1155 Metcalfe St Ste 800
Montreal, PQ
EXPORT DEVELOPMENT CANADA, |
for the Insurers |
Abitibi-Consolidated Inc. |
|
Abitibi-Consolidated Company of Canada |
|
Issued: May 9th, 2006 | ||||
Effective Date: September 1st, 2004 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: GG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
SALES BY FOREIGN AFFILIATE -
GOODS MANUFACTURED IN CANADA OR OFFSHORE
This Endorsement forms part of the Policy.
Coverage is provided to the Insured in respect of the Insured’s interest in the sales made by its wholly-ownedForeign Subsidiary, as defined below.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
1. | The Insured’s insurance coverage and the conditions and limitations of such cover that apply in respect of the sales made by the Insured shall also apply in respect of the sales made by theForeign Subsidiary as though, for purposes of the Policy, theForeign Subsidiary were the Insured. The Insured shall make declarations and pay premium in respect of the sales of theForeign Subsidiary on the basis set out in the Policy. All communications with the Insurers with respect to such coverage must be by the Insured, not theForeign Subsidiary. For greater certainty, theForeign Subsidiary is not insured under the Policy and has no rights under the Policy. |
2. | In the event of a claim, the Insured shall cause theForeign Subsidiary to take all steps necessary or expedient to recover the amount of theLoss, including, without limitation, at the request of the Insurer: (i) to institute legal proceedings against any person to recover any amounts owed to theForeign Subsidiary in respect of theLoss, or (ii) to transfer and assign to the Insured theForeign Subsidiary’s rights under its contract of sale, thus permitting the Insured to take, if requested by the Insurer, all steps necessary or expedient to recover the |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
amount of the Loss, including: |
a) | to institute legal proceedings against any person to recover any amounts owed in respect of suchLoss; |
b) | to provide the Insurer with any authorizations and documentation necessary to permit the Insurer to give instructions on behalf of the Insured, or to institute legal proceedings in the name of the Insured in respect of the exercise of any legal rights or remedies available to the Insured with respect to the recovery of theLoss, including, without limitation, the granting of a power of attorney in favour of the Insurer; and |
c) | to transfer and assign to the Insurer all right, title and interest (or any part thereof) in all amounts owed in respect of suchLoss,or any security in respect thereof, without giving notice of any such assignment except as may be directed in writing by the Insurer. |
The Insurer shall not be liable for the payment of a claim for aLoss in respect of such contract of sale if the Insured fails to cause theForeign Subsidiary to take the steps requested by the Insurer, as set out above.
If an Insurer has paid a claim and the Insured subsequently fails to cause theForeign Subsidiary to take all steps necessary or expedient to recover the amount of theLoss, or fails to take the steps requested by the Insurer to be taken by the Insured to effect recovery, as set out above or if the Insured fails to take, at the Insurer’s request, the steps described above, the Insured shall forthwith upon the Insurer’s demand repay the claim payment to the Insurer.
If theForeign Subsidiary or the Insured, or any third party on behalf of either of them, recovers any amount in respect of theLoss, the Insured shall pay to the Insurer an amount equivalent to that proportion of such recovered amount which is equal to the proportion of theLoss that was paid by the Insurer.
3. | Coverage of the sales of theForeign Subsidiary is provided on condition that theForeign Subsidiary is at all times a wholly owned subsidiary of the Insured. |
The Insured shall advise the Insurers if, after the date of issuance of this Endorsement, there is any change to the information provided to the Insurers by the Insured relating to coverage of the sales of theForeign Subsidiary such as a change in the ownership or location of theForeign Subsidiary, or a material decrease in the percentage of goods sold by theForeign Subsidiary which are manufactured in Canada by the Insured.
4. | Contracts for the sale of goods to a Canadian buyer which provide for the goods to be placed in transit from a location outside Canada for delivery in Canada shall beExcluded Contracts. |
5. | The definition ofShipped is deleted in its entirety and replaced with the following: |
““Shipped” means that goods being sold by theForeign Subsidiary to a buyer have been placed in transit for delivery to a destination specified by the buyer.”
6. | “Foreign Subsidiary” means the Insured’s wholly-owned subsidiary listed below: |
Foreign Subsidiary
Abitibi-Consolidated Corporation
340 N Sam Houston Parkway E Ste 105
Houston, TX
United States of America
77060
EXPORT DEVELOPMENT CANADA, |
for the Insurers |
Abitibi-Consolidated Inc. |
|
COVERAGE CERTIFICATE
Accounts Receivable Policy
(Shipments)
Insured: Abitibi-Consolidated Inc. | ||||||
Policy Number: CG 1 22818 | ||||||
Issued: May 24th, 2006 | ||||||
Effective September 1st, 2006 | ||||||
Reference Number: 1 |
This Policy is issued in Ottawa, Ontario by Export Development Canada (“EDC”) and by Compagnie Française d’Assurance pour le commerce Extérieur – Canada Branch (Coface) (together referred to as the “Insurers”), to Abitibi-Consolidated Inc. (the “Insured”). This Certificate forms part of the Policy and, as of its effective date, it replaces any previous Coverage Certificate.
SPECIFIC TERMS OF COVERAGE PROVIDED UNDER THE POLICY ARE SET BELOW
| ||
Coverage Effective Date: | September 1st, 2006 | |
Policy Period: | September 1st to August 31st of each year. | |
If the Policy is terminated on a date other than August 31st the last Policy Period will end on such termination date. | ||
Anniversary Date: | September 1st of each year | |
Acceptance Fee: | CAD 0 | |
Policy Currency: | USD | |
| ||
EDC’s Maximum Liability Amount: | USD 160,000,000 | |
Coface Maximum Liability Amount: | USD 32,000,000 | |
| ||
Declaration Period: | N/A | |
Declaration Curreny: | N/A | |
| ||
Insurance Percentage: | 90% (subject to section 16 of the Policy General Terms and Conditions) |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
ADDRESS FOR NOTICES
to the Insurance at: | to the Insurers at: | |||||
Abitibi-Consolidated Inc. | Export Development Canada | |||||
800 - 1155 Metcalfe | 151 O’Connor Street | |||||
Montreal, PQ, Canada | Ottawa, Ontario, Canada | |||||
H3B 5H2 | K1A 1K3 | |||||
Attention: | Ms. Madeleine Féquière | Attention: | Marlène Bouchard | |||
Tel. Number: | 514-394-3638 | Tel. Number: | 1-888-332-4089 | |||
Fax Number: | 514-394-2267 | Fax Number: | 613-597-8830 | |||
e-mail address: | madeleine_fequiere@abitibiconsolidated.com | e-mail address: | mbouchard@edc.ca |
EXPORT DEVELOPMENT CANADA, |
For the Insurers |
COUNTRY SCHEDULE
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 | ||||
Issued: May 24th, 2006 | ||||
Effective: September 1st, 2006 | ||||
Reference Number: 1 |
This Schedule lists the countries and the maximum payments terms in respect of which insurance coverage is provided and sets out the premium rates applicable to sales made by the Insured to buyers located in such countries and payable on such maximum payment terms. This Schedule forms part of the Policy and, as of its effective date, it replaces any previous Country Schedule.
Countries | Maximum Payment Terms | Note | Rate % | |||
Arab Republic of Egypt | ILC 91-180 days | |||||
Argentina | Up to 180 days Cash Against Documents/Documents on Payment of a Sight Draft | |||||
Aruba | Cash Against Documents/Documents on Payment of a Sight Draft | |||||
Australia | Up to 90 days | |||||
Austria | ILC - Sight 30 days Up to 90 days | |||||
Barbados | Up to 90 days | |||||
Belgium | Up to 90 days | |||||
Bermuda | Up to 90 days | |||||
Brazil | Up to 180 days ILC 91-180 days Cash Against Documents/Documents on Payment of a Sight Draft | |||||
Canada Domestic | Up to 90 days | |||||
Canada Export | Up to 180 days | |||||
Chile | Up to 180 days | |||||
Colombia | Up to 180 days | |||||
Costa Rica | Up to 180 days | |||||
Dominican Republic | Up to 180 days |
Page 1 of 3
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
Ecuador | Up to 180 days Cash Against Documents/Documents on Payment of a Sight Draft ILC 91-180 days | |||||
EI Salvador | Up to 180 days | |||||
France | Up to 180 days | |||||
Germany | Up to 90 days | |||||
Greece | Up to 180 days | |||||
Guadeloupe | Up to 180 days | |||||
Guatemala | Up to 120 days | |||||
Honduras | Up to 180 days | |||||
Hong Kong | Up to 90 days | |||||
Hungary | Up to 90 days | |||||
Iceland | Up to 90 days | |||||
India | Up to 90 days | |||||
Ireland | Up to 90 days | |||||
Israel | Up to 90 days | |||||
Italy | Up to 180 days | |||||
Jamaica | Up to 90 days | |||||
Kuwait | Up to 90 days | |||||
Luxembourg | Up to 90 days | |||||
Macedonia | Up to 90 days | |||||
Malta | Up to 90 days | |||||
Martinique | Up to 180 days | |||||
Mexico | Up to 180 days | |||||
Morocco | Up to 90 days | |||||
Netherlands | Up to 90 days | |||||
Netherlands Antilles | Up to 90 days | |||||
Nicaragua | Up to 180 days | |||||
Norway | Up to 90 days | |||||
Panama | Up to 180 days | |||||
Paraguay | Up to 180 days | |||||
People’s Republic of China | Up to 90 days ILC Sight - 30 days | |||||
Peru | Up to 180 days | |||||
Portugal | Up to 90 days | |||||
Puerto Rico | Up to 90 days | |||||
Republic of Korea | ILC Sight - 30 days | |||||
Saudi Arabia | Up to 90 days | |||||
Singapore | Up to 180 days | |||||
Slovak Republic | Up to 90 days | |||||
Slovenia | Up to 90 days |
Page 2 of 3
Spain | Up to 90 days | |||||
Sweden | Up to 180 days | |||||
Switzerland | Up to 180 days ILC 31-90 days | |||||
Trinidad and Tobago | Up to 90 days | |||||
Turkey | Up to 180 days | |||||
Ukraine | Up to 90 days | |||||
United Kingdom | Up to 90 days | |||||
United States of America | Up to 180 days | |||||
Uruguay | Up to 180 days | |||||
Venezuela
see RESTRICTON NOTE * | Up to 180 days | 1 | ||||
Virgin Island (BR) | Up to 180 days |
* | RESTRICTION NOTE: There are further restrictions that apply to the market, please see the Credit Management Schedule. |
** | Note 1 While the Discretionary Credit Limit (DCL) will now apply to Venezuela, please note that coverage is conditional upon your having obtained confirmation that the buyer has been granted authorization from Venezuela’s foreign exchange administration commission (CADIVI) to acquire foreign currency for the subject shipment(s) and accordingly, the corresponding registration number (AAD number) for that shipment. A further condition is that it will apply only to existing buyers who have been able to obtain funds through the CADIVI process during 12 months prior to September 1st, 2004. Any new buyers, or existing buyers with no track record of having accessed funds through CADIVI, would need to be approved by EDC. |
EXPORT DEVELOPMENT CANADA, |
for the Insurers |
Page 3 of 3
CREDIT MANAGEMENT SCHEDULE
Insured: Abitibi-Consolidated Inc. |
Policy Number: CG 1 22818 |
Issued: May 24th, 2006 |
Effective: September 1st, 2006 |
Reference Number: 1 |
This Schedule sets out the procedures that the Insured must follow to establish Credit Limits for buyers, and describes the insured’s obligation as to how to follow up on overdue accounts. This Schedule forms part of the Policy and, as of its effective date, it replaces any previous Credit Management Schedule.
KEY DEFINITIONS
Credit Limit | means the maximum amount of Loss that the Insured may sustain in respect of any individual buyer and still obtain the maximum Insurance Percentage under the Policy. | |
Credit Approval | means a notice given by the Insurers to the Insured stating the amount of the Credit Limit for a buyer or group of buyers and stipulating any specific conditions or changes to the insurance coverage applicable to sales to that buyer or group of buyers. | |
Discretionary Credit Limit | means the maximum Credit Limit that the Insured may establish, without contacting the Insurers, by using one of the methods for establishing such a Credit Limit set out in this Credit Management Schedule. |
OBLIGATIONS OF THE INSURED
• | The Insured must establish and maintain a Credit Limit for all buyers by using one of the methods set out in Section 1 below or by requesting a Credit Approval from the Insurers (See Section 2, below). |
• | The Credit Limit should be equal to or greater than the amount owed by the buyer to the Insured. |
• | The Insured must take appropriate action to follow up on overdue accounts, including those set out in Section 3, below. |
Section 1 DISCRETIONARY CREDIT LIMITS
Depending on the size of the Credit Limit required, there are various methods that the insured can use to establish a Credit Limit for a buyer without contacting the Insures. The Insured may use only one method for each buyer.
However, the Discretionary Credit Limits for the buyers located in some countries are limited to the amount indicated in the adjacent table no matter what amount is obtained by using the methods set out below.
COUNTRIES FOR WHICH THE DISCRETIONARY CREDIT LIMIT IS RESTRICTED
Country | Maximum Credit Limit | |
Venezuela | See Note 1 in the Country Schedule |
Page 1 of 2
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
THE METHODS FOR ESTABLISHING A CREDIT LIMIT ARE AS FOLLOWS:
Method 1 | The Insured’s own experience – Up to 125% of the highest amount of credit that the Insured has extended to the buyer on similar terms that was promptly paid during the twelve month period before the date coverage for the transaction with the buyer begins. | |||
Maximum Credit Limit using Method 1: | USD 500,000 | |||
Method 2 | Written Credit Information – Favourable written information provided by a recognized credit information agency or a bank which supports the extension of credit for the amount of the sale. The information cannot be dated more than twelve months before the date coverage for the transaction with the buyer begins. | |||
Maximum Credit Limit using Method 2 | USD 500,000 | |||
Method 3 | Financial Statements & Written Credit information – favourable Financial Statements in combination with favourable written credit information of the buyer which support the extension of credit for the amount of the sale. The fiscal year end of the statements cannot be more than eighteen months before the date coverage for the transaction with the buyer begins. The written credit information cannot be dated more than twelve months before the date coverage for the transaction with the buyer begins. | |||
Maximum Credit Limit using Method 3: | USD 1,000,000 | |||
Section 2 | CREDIT APPROVALS | |||
When the Insured requires a Credit Limit higher than can be established by using the methods provided in Section 1, the Insured must contact the Insurers to obtain a Credit Approval. | ||||
Section 3 | OVERDUE ACCOUNTS | |||
The longer an account remains overdue, the greater the likelihood of a loss. One of your responsibilities under the Policy is to attempt to collect overdue accounts. |
EXPORT DEVELOPMENT CANADA |
For the Insurers |
Page 2 of 2
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
ADDITIONAL CANADIAN INSURED
This Endorsement forms part of the Policy.
Coverage is provided in accordance with the provisions of the Policy to the Related Canadian Company identified below (referred to in this Endorsement as the Additional Insured) against losses that it sustains.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
“1. | The conditions and limitations of cover that apply to the Insured shall also apply to theAdditional Insured.The Insurers shall not be liable for the payment of any claim forLosssustained by the Insured or anyAdditional Insuredreferred to in this Endorsement or in any Additional Canadian Insured Endorsement issued under the Policy (the “Additional Insureds”), unless all the sales contracts of the Insured and theAdditional Insuredsare declared in accordance with the terms of the Policy. |
2. | The undersignedAdditional Insuredhereby appoints the Insured as its true and lawful attorney to deal with the Insurers on its behalf in all matters relating to this Policy and any claim forLosshereunder, including to receive from the Insurers any claim payment to be made to theAdditional Insured,and the Insured hereby accepts such appointment. |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
3. | When submitting a claim application, the Insured must provide the Insurer with a signed copy of a declaration form provided by the Insurer in which theAdditional Insured has made the declaration required by the Insurer to the effect that theAdditional Insured has not engaged in activities prohibited by criminal laws dealing with corruption or the bribery of public officials. |
4. | All communications with the Insurers with respect to such coverage shall be with the Insured, not theAdditional Insured.” |
Related Canadian Companies
Produits Forestiers La Tuque Inc.
240 Site Vallières
C.P. 426
La Tuque, PQ
G9X 3P3
EXPORT DEVELOPMENT CANADA, for the Insurers |
Abitibi-Consolidated Inc.
|
Produits Forestiers La Tuque Inc.
|
Issued: May 24th, 2006
Effective Date: September 1st, 2006
Insured: Abitibi-Consolidated Inc.
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
ADDITIONAL CANADIAN INSURED
This Endorsement forms part of the Policy.
Coverage is provided in accordance with the provisions of the Policy to the Related Canadian Company identified below (referred to in this Endorsement as the Additional Insured) against losses that it sustains.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
“1. | The conditions and limitations of cover that apply to the Insured shall also apply to theAdditional Insured. The Insurers shall not be liable for the payment of any claim forLoss sustained by the Insured or anyAdditional Insured referred to in this Endorsement or in any Additional Canadian Insured Endorsement issued under the Policy (the “Additional lnsureds”), unless all the sales contracts of the Insured and theAdditional Insureds are declared in accordance with the terms of the Policy. |
2. | The undersignedAdditional Insured hereby appoints the Insured as its true and lawful attorney to deal with the Insurers on its behalf in all matters relating to this Policy and any claim forLoss hereunder, including to receive from the Insurers any claim payment to be made to theAdditional Insured, and the Insured hereby accepts such appointment. |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
3. | When submitting a claim application, the Insured must provide the Insurer with a signed copy of a declaration form provided by the Insurer in which theAdditional Insured has made the declaration required by the Insurer to the effect that theAdditional Insured has not engaged in activities prohibited by criminal laws dealing with corruption or the bribery of public officials. |
4. | All communications with the Insurers with respect to such coverage shall be with the Insured, not theAdditional Insured.” |
Related Canadian Companies
Produits Forestiers Saguenay Inc.
4910, boulevard Talbot
Laterriere, PQ
G7N 1A3
EXPORT DEVELOPMENT CANADA, for the Insurers |
Abitibi-Consolidated Inc. |
|
Produits Forestiers Saguenay Inc. |
|
Issued: May 24th, 2006
Effective Date: September 1st, 2006
Insured: Abitibi-Consolidated Inc.
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
ADDITIONAL CANADIAN INSURED
This Endorsement forms part of the Policy.
Coverage is provided in accordance with the provisions of the Policy to the Related Canadian Company identified below (referred to in this Endorsement as the Additional Insured) against losses that it sustains.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
“1. | The conditions and limitations of cover that apply to the Insured shall also apply to theAdditional Insured. The Insurers shall not be liable for the payment of any claim forLoss sustained by the Insured or anyAdditional Insured referred to in this Endorsement or in any Additional Canadian Insured Endorsement issued under the Policy (the “Additional Insureds”), unless all the sales contracts of the Insured and theAdditional Insureds are declared in accordance with the terms of the Policy. |
2. | The undersignedAdditional Insured hereby appoints the Insured as its true and lawful attorney to deal with the Insurers on its behalf in all matters relating to this Policy and any claim forLoss hereunder, including to receive from the Insurers any claim payment to be made to theAdditional Insured, and the Insured hereby accepts such appointment. |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
3. | When submitting a claim application, the Insured must provide the Insurer with a signed copy of a declaration form provided by the Insurer in which theAdditional Insured has made the declaration required by the Insurer to the effect that theAdditional Insured has not engaged in activities prohibited by criminal laws dealing with corruption or the bribery of public officials. |
4. | All communications with the Insurers with respect to such coverage shall be with the Insured, not theAdditional Insured.” |
Related Canadian Companies
Produits Forestiers Petit Paris Inc.
75 Chemin Chute des Passes
Saint-Ludger-de-Milot, PQ
G0W 2B0
EXPORT DEVELOPMENT CANADA, for the Insurers |
Abitibi-Consolidated Inc. |
|
Produits Forestiers Petit Paris Inc. |
|
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
ADDITIONAL CANADIAN INSURED
This Endorsement forms part of the Policy.
Coverage is provided in accordance with the provisions of the Policy to the Related Canadian Company identified below (referred to in this Endorsement as the Additional Insured) against losses that it sustains.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
“1. | The conditions and limitations of cover that apply to the Insured shall also apply to theAdditional Insured. The Insurers shall not be liable for the payment of any claim forLoss sustained by the Insured or anyAdditional Insured referred to in this Endorsement or in any Additional Canadian Insured Endorsement issued under the Policy (the “Additional Insureds”), unless all the sales contracts of the Insured and theAdditional Insureds are declared in accordance with the terms of the Policy. |
2. | The undersignedAdditional Insured hereby appoints the Insured as its true and lawful attorney to deal with the Insurers on its behalf in all matters relating to this Policy and any claim forLoss hereunder, including to receive from the Insurers any claim payment to be made to theAdditional Insured, and the Insured hereby accepts such appointment. |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
3. | When submitting a claim application, the Insured must provide the Insurer with a signed copy of a declaration form provided by the Insurer in which theAdditional Insured has made the declaration required by the Insurer to the effect that theAdditional Insured has not engaged in activities prohibited by criminal laws dealing with corruption or the bribery of public officials. |
4. | All communications with the Insurers with respect to such coverage shall be with the Insured, not theAdditional Insured.” |
Related Canadian Companies
Bois d’Ingénierie Abitibi-LP Inc.
900 ch du Lac Hippolyte
Larouche, PQ
G0W 1Z0
EXPORT DEVELOPMENT CANADA, for the Insurers |
Abitibi-Consolidated Inc. |
|
Bois d’Ingénierie Abitibi-LP Inc. |
|
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
ADDITIONAL CANADIAN INSURED
This Endorsement forms part of the Policy.
Coverage is provided in accordance with the provisions of the Policy to the Related Canadian Company identified below (referred to in this Endorsement as the Additional Insured) against losses that it sustains.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
“1. | The conditions and limitations of cover that apply to the Insured shall also apply to theAdditional Insured. The Insurers shall not be liable for the payment of any claim forLoss sustained by the Insured or anyAdditional Insured referred to in this Endorsement or in any Additional Canadian Insured Endorsement issued under the Policy (the “Additional Insureds”), unless all the sales contracts of the Insured and theAdditional Insureds are declared in accordance with the terms of the Policy. |
2. | The undersignedAdditional Insured hereby appoints the Insured as its true and lawful attorney to deal with the Insurers on its behalf in all matters relating to this Policy and any claim forLoss hereunder, including to receive from the Insurers any claim payment to be made to theAdditional Insured, and the Insured hereby accepts such appointment. |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
3. When submitting a claim application, the Insured must provide the Insurer with a signed copy of a declaration form provided by the Insurer in which theAdditional Insured has made the declaration required by the Insurer to the effect that theAdditional Insured has not engaged in activities prohibited by criminal laws dealing with corruption or the bribery of public officials.
4. All communications with the Insurers with respect to such coverage shall be with the Insured, not theAdditional Insured.”
Related Canadian Companies
Bois d’ingénierie Abitibi-LP II Inc
Larouche, PQ
EXPORT DEVELOPMENT CANADA, for the Insurers |
Abitibi-Consolidated Inc.
|
Bois d’ingénierie Abitibi-LP II Inc
|
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
ADDITIONAL CANADIAN INSURED
This Endorsement forms part of the Policy.
Coverage is provided in accordance with the provisions of the Policy to the Related Canadian Company identified below (referred to in this Endorsement as the Additional Insured) against losses that it sustains.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
“1. | The conditions and limitations of cover that apply to the Insured shall also apply to theAdditional Insured. The Insurers shall not be liable for the payment of any claim forLoss sustained by the Insured or anyAdditional Insured referred to in this Endorsement or in any Additional Canadian Insured Endorsement issued under the Policy (the “Additional Insureds”), unless all the sales contracts of the Insured and theAdditional Insureds are declared in accordance with the terms of the Policy. |
2. | The undersignedAdditional Insured hereby appoints the Insured as its true and lawful attorney to deal with the Insurers on its behalf in all matters relating to this Policy and any claim forLoss hereunder, including to receive from the Insurers any claim payment to be made to theAdditional Insured, and the Insured hereby accepts such appointment. |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
3. | When submitting a claim application, the Insured must provide the Insurer with a signed copy of a declaration form provided by the Insurer in which theAdditional Insured has made the declaration required by the Insurer to the effect that theAdditional Insured has not engaged in activities prohibited by criminal laws dealing with corruption or the bribery of public officials. |
4. | All communications with the Insurers with respect to such coverage shall be with the Insured, not theAdditional Insured.” |
Related Canadian Companies
Abitibi-Consolidated Company of Canada
1155 Metcalfe St Ste 800
Montreal, PQ
EXPORT DEVELOPMENT CANADA, for the Insurers |
Abitibi-Consolidated Inc. |
|
Abitibi-Consolidated Company of Canada |
|
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
CONTINUOUS COVERAGE BETWEEN TWO POLICIES – CREDIT LIMITS
This Endorsement forms part of the Policy.
Whereas the Insured was previously insured under Policy No. GG 1 22818 issued by EDC and St. Paul Guarantee Insurance Company (the “Old Policy”) which terminated as of the day before the Coverage Effective Date of this Policy;
And whereas the Insurers wish to clarify the application of Credit Limits and to confirm, for greater certainty, that a Credit Limit for a buyer shall not be the aggregate of: (i) the Credit Limit for the buyer under the Old Policy (as the term Credit Limit is defined in the Old Policy), and (ii) the Credit Limit for the buyer under this Policy;
And whereas any claim with respect to receivables insured under the Old Policy shall be determined by reference to the Credit Limit for the buyer under the Old Policy;
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the Credit Limit for a buyer, the Policy is amended to provide that the Credit Limit for a buyer under this Policy shall be reduced by an amount equal to: (i) any claims paid in respect of the buyer for receivables insured under the Old Policy, and (ii) any amount owing by such buyer to the Insured in respect of receivables insured under the Old Policy.
EXPORT DEVELOPMENT CANADA, for the Insurers |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
DECLARATIONS AND PAYMENT OF PREMIUM
This Endorsement forms part of the Policy. It cancels and replaces any DECLARATIONS AND PAYMENT OF PREMIUM Endorsement which may have been previously issued.
The Insured and the Insurers have agreed to amend the Policy to provide for: (i) an annual premium payable in quarterly installments, and (ii) premium adjustments based on liability incurred by the Insurers for a Policy Period.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided, the Policy is amended as follows:
“1. | In respect of each Policy Period, the Insured shall pay an annual premium of USD 2,023,000 (USD 96,295 of which shall be allocated for risks in Ontario and USD 67,973 of which shall be allocated for risks in Quebec),plus USD 7,704 as Ontario provincial sales tax on the portion of the premium allocated for risks in Ontarioand USD 6,118 as Quebec provincial sales tax on the portion of the premium allocated for risks in Quebec, for a total of USD 2,036,822. |
2. | For each Policy Period, the total amount set out in section 1 of this Endorsement shall be payable in four equal installments on or before the 20th day of the month following the end of each Declaration Period. |
3. | The premium set out in section 1 of this Endorsement, above, is based on the Insurers not becoming liable to pay claims in respect of goods Shipped during each Policy Period in an aggregate amount exceeding USD 400,000. If the Insurers become liable to pay claims for Loss in respect of goods Shipped during a Policy Period for an aggregate amount: |
(a) | greater than USD 400,000 and not exceeding USD 800,000, the Insured shall pay an additional premium of USD 144,500; |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
(b) | greater than USD 800,000 and not exceeding USD 1,600,000, the Insured shall pay an additional premium of USD 442,000; |
(c) | greater than USD 1,600,000 and not exceeding USD 2,400,000, the Insured shall pay an additional premium of USD 722,500; |
(d) | greater than USD 2,400,000 and not exceeding USD 3,200,000, the Insured shall pay an additional premium of USD 867,000; |
(e) | greater than USD 3,200,000 and not exceeding USD 4,000,000, the Insured shall pay an additional premium of USD 1,011,500; and |
(f) | greater than USD 4,000,000, the Insured shall pay an additional premium of USD 1,292,000. |
Such additional premium is payable upon demand as soon as the threshold set out above is met or exceeded. The payment of the additional premium is a condition precedent to any liability of the Insurers for the payment of a claim or the allocation of an amount to any Deductible. The Insurers reserve the right to deduct any such additional premium from any claim payment made in respect of the Policy.
4. | No later than June 30 of each Policy Period, the Insured shall provide the Insurers with its total actual sales figures for that Policy Period, in writing, by country and by province. |
5. | In the event the Policy is terminated pursuant to Section 37, the Insured shall pay a pro-rata premium equal to the applicable annual premium amount payable in accordance with section 1 or 3 of this Endorsement divided by 365 days, multiplied by the number of days from the date following the end of the last Declaration Period for which premium was paid, up to and including the date of termination of the Policy, (the “Pro-Rata Premium”). The Pro-Rata Premium and all applicable taxes, will be payable no later than the 20th day of the month following the date of termination of the Policy.” |
EXPORT DEVELOPMENT CANADA, for the Insurers |
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
SALES BY FOREIGN AFFILIATE -
GOODS MANUFACTURED IN CANADA OR OFFSHORE
This Endorsement forms part of the Policy.
Coverage is provided to the Insured in respect of the Insured’s interest in the sales made by its wholly-ownedForeign Subsidiary, as defined below.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
1. | The Insured’s insurance coverage and the conditions and limitations of such cover that apply in respect of the sales made by the Insured shall also apply in respect of the sales made by theForeign Subsidiary as though, for purposes of the Policy, theForeign Subsidiary were the Insured. The Insured shall make declarations and pay premium in respect of the sales of theForeign Subsidiary on the basis set out in the Policy. All communications with the Insurers with respect to such coverage must be by the Insured, not theForeign Subsidiary. For greater certainty, theForeign Subsidiary is not insured under the Policy and has no rights under the Policy. |
2. | In the event of a claim, the Insured shall cause theForeign Subsidiary to take all steps necessary or expedient to recover the amount of theLoss, including, without limitation, at the request of the Insurer: (i) to institute legal proceedings against any person to recover any amounts owed to theForeign Subsidiary in respect of theLoss, or (ii) to transfer and assign to the Insured theForeign Subsidiary’s rights under its contract of sale, thus permitting the Insured to take, if requested by the Insurer, all steps necessary or expedient to recover the |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
amount of the Loss, including: |
a) | to institute legal proceedings against any person to recover any amounts owed in respect of suchLoss; |
b) | to provide the Insurer with any authorizations and documentation necessary to permit the Insurer to give instructions on behalf of the Insured, or to institute legal proceedings in the name of the Insured in respect of the exercise of any legal rights or remedies available to the Insured with respect to the recovery of theLoss, including, without limitation, the granting of a power of attorney in favour of the Insurer; and |
c) | to transfer and assign to the Insurer all right, title and interest (or any part thereof) in all amounts owed in respect of suchLoss, or any security in respect thereof, without giving notice of any such assignment except as may be directed in writing by the Insurer. |
The Insurer shall not be liable for the payment of a claim for aLoss in respect of such contract of sale if the Insured fails to cause theForeign Subsidiary to take the steps requested by the Insurer, as set out above.
If an Insurer has paid a claim and the Insured subsequently fails to cause theForeign Subsidiary to take all steps necessary or expedient to recover the amount of theLoss, or fails to take the steps requested by the Insurer to be taken by the Insured to effect recovery, as set out above or if the Insured fails to take, at the Insurer’s request, the steps described above, the Insured shall forthwith upon the Insurer’s demand repay the claim payment to the Insurer.
If theForeign Subsidiary or the Insured, or any third party on behalf of either of them, recovers any amount in respect of theLoss, the Insured shall pay to the Insurer an amount equivalent to that proportion of such recovered amount which is equal to the proportion of theLoss that was paid by the Insurer.
3. | Coverage of the sales of theForeign Subsidiary is provided on condition that theForeign Subsidiary is at all times a wholly owned subsidiary of the Insured. |
The Insured shall advise the Insurers if, after the date of issuance of this Endorsement, there is any change to the information provided to the Insurers by the Insured relating to coverage of the sales of theForeign Subsidiary such as a change in the ownership or location of theForeign Subsidiary, or a material decrease in the percentage of goods sold by theForeign Subsidiary which are manufactured in Canada by the Insured.
4. | Contracts for the sale of goods to a Canadian buyer which provide for the goods to be placed in transit from a location outside Canada for delivery in Canada shall beExcluded Contracts. |
5. | The definition ofShipped is deleted in its entirety and replaced with the following: |
““Shipped” means that goods being sold by theForeign Subsidiary to a buyer have been placed in transit for delivery to a destination specified by the buyer.”
6. | “Foreign Subsidiary” means the Insured’s wholly-owned subsidiary listed below: |
Foreign Subsidiary
Abitibi-Consolidated Corporation
340 N Sam Houston Parkway E Ste 105
Houston, TX
United States of America
77060
EXPORT DEVELOPMENT CANADA, |
for the Insurers |
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
SALES BY FOREIGN AFFILIATE -
GOODS MANUFACTURED IN CANADA OR OFFSHORE
This Endorsement forms part of the Policy.
Coverage is provided to the Insured in respect of the Insured’s interest in the sales made by its wholly-ownedForeign Subsidiary, as defined below.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
1. | The Insured’s insurance coverage and the conditions and limitations of such cover that apply in respect of the sales made by the Insured shall also apply in respect of the sales made by theForeign Subsidiary as though, for purposes of the Policy, theForeign Subsidiary were the Insured. The Insured shall make declarations and pay premium in respect of the sales of theForeign Subsidiary on the basis set out in the Policy. All communications with the Insurers with respect to such coverage must be by the Insured, not theForeign Subsidiary. For greater certainty, theForeign Subsidiary is not insured under the Policy and has no rights under the Policy. |
2. | In the event of a claim, the Insured shall cause theForeign Subsidiary to take all steps necessary or expedient to recover the amount of theLoss, including, without limitation, at the request of the Insurer: (i) to institute legal proceedings against any person to recover any amounts owed to theForeign Subsidiary in respect of theLoss, or (ii) to transfer and assign to the Insured theForeign Subsidiary’s rights under its contract of sale, thus permitting the Insured to take, if requested by the Insurer, all steps necessary or expedient to recover the |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
amount of the Loss, including: |
a) | to institute legal proceedings against any person to recover any amounts owed in respect of suchLoss; |
b) | to provide the Insurer with any authorizations and documentation necessary to permit the Insurer to give instructions on behalf of the Insured, or to institute legal proceedings in the name of the Insured in respect of the exercise of any legal rights or remedies available to the Insured with respect to the recovery of theLoss, including, without limitation, the granting of a power of attorney in favour of the Insurer; and |
c) | to transfer and assign to the Insurer all right, title and interest (or any part thereof) in all amounts owed in respect of suchLoss, or any security in respect thereof, without giving notice of any such assignment except as may be directed in writing by the Insurer. |
The Insurer shall not be liable for the payment of a claim for aLoss in respect of such contract of sale if the Insured fails to cause theForeign Subsidiary to take the steps requested by the Insurer, as set out above.
If an Insurer has paid a claim and the Insured subsequently fails to cause theForeign Subsidiary to take all steps necessary or expedient to recover the amount of theLoss, or fails to take the steps requested by the Insurer to be taken by the Insured to effect recovery, as set out above or if the Insured fails to take, at the Insurer’s request, the steps described above, the Insured shall forthwith upon the Insurer’s demand repay the claim payment to the Insurer.
If theForeign Subsidiary or the Insured, or any third party on behalf of either of them, recovers any amount in respect of theLoss, the Insured shall pay to the Insurer an amount equivalent to that proportion of such recovered amount which is equal to the proportion of theLoss that was paid by the Insurer.
3. | Coverage of the sales of theForeign Subsidiary is provided on condition that theForeign Subsidiary is at all times a wholly owned subsidiary of the Insured. |
The Insured shall advise the Insurers if, after the date of issuance of this Endorsement, there is any change to the information provided to the Insurers by the Insured relating to coverage of the sales of theForeign Subsidiary such as a change in the ownership or location of theForeign Subsidiary, or a material decrease in the percentage of goods sold by theForeign Subsidiary which are manufactured in Canada by the Insured.
4. | Contracts for the sale of goods to a Canadian buyer which provide for the goods to be placed in transit from a location outside Canada for delivery in Canada shall beExcluded Contracts. |
5. | The definition ofShipped is deleted in its entirety and replaced with the following: |
““Shipped” means that goods being sold by theForeign Subsidiary to a buyer have been placed in transit for delivery to a destination specified by the buyer.”
6. | “Foreign Subsidiary” means the Insured’s wholly-owned subsidiary listed below: |
Foreign Subsidiary
Bridgewater Paper Co Ltd
North Road
Ellesmere Port
United Kingdom
EXPORT DEVELOPMENT CANADA, |
for the Insurers |
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
SALES BY FOREIGN AFFILIATE -
GOODS MANUFACTURED IN CANADA OR OFFSHORE
This Endorsement forms part of the Policy.
Coverage is provided to the Insured in respect of the Insured’s interest in the sales made by its wholly-ownedForeign Subsidiary, as defined below.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
1. | The Insured’s insurance coverage and the conditions and limitations of such cover that apply in respect of the sales made by the Insured shall also apply in respect of the sales made by theForeign Subsidiary as though, for purposes of the Policy, theForeign Subsidiary were the Insured. The Insured shall make declarations and pay premium in respect of the sales of theForeign Subsidiary on the basis set out in the Policy. All communications with the Insurers with respect to such coverage must be by the Insured, not the Foreign Subsidiary. For greater certainty, theForeign Subsidiary is not insured under the Policy and has no rights under the Policy. |
2. | In the event of a claim, the Insured shall cause theForeign Subsidiary to take all steps necessary or expedient to recover the amount of theLoss, including, without limitation, at the request of the Insurer: (i) to institute legal proceedings against any person to recover any amounts owed to theForeign Subsidiary in respect of theLoss, or (ii) to transfer and assign to the Insured theForeign Subsidiary’s rights under its contract of sale, thus permitting the Insured to take, if requested by the Insurer, all steps necessary or expedient to recover the |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
amount of the Loss, including: |
a) | to institute legal proceedings against any person to recover any amounts owed in respect of suchLoss; |
b) | to provide the Insurer with any authorizations and documentation necessary to permit the Insurer to give instructions on behalf of the Insured, or to institute legal proceedings in the name of the Insured in respect of the exercise of any legal rights or remedies available to the Insured with respect to the recovery of theLoss, including, without limitation, the granting of a power of attorney in favour of the Insurer; and |
c) | to transfer and assign to the Insurer all right, title and interest (or any part thereof) in all amounts owed in respect of suchLoss, or any security in respect thereof, without giving notice of any such assignment except as may be directed in writing by the Insurer. |
The Insurer shall not be liable for the payment of a claim for aLoss in respect of such contract of sale if the Insured fails to cause theForeign Subsidiary to take the steps requested by the Insurer, as set out above.
If an Insurer has paid a claim and the Insured subsequently fails to cause theForeign Subsidiary to take all steps necessary or expedient to recover the amount of theLoss, or fails to take the steps requested by the Insurer to be taken by the Insured to effect recovery, as set out above or if the Insured fails to take, at the Insurer’s request, the steps described above, the Insured shall forthwith upon the Insurer’s demand repay the claim payment to the Insurer.
If theForeign Subsidiary or the Insured, or any third party on behalf of either of them, recovers any amount in respect of theLoss, the Insured shall pay to the Insurer an amount equivalent to that proportion of such recovered amount which is equal to the proportion of theLoss that was paid by the Insurer.
3. | Coverage of the sales of theForeign Subsidiary is provided on condition that theForeign Subsidiary is at all times a wholly owned subsidiary of the Insured. |
The Insured shall advise the Insurers if, after the date of issuance of this Endorsement, there is any change to the information provided to the Insurers by the Insured relating to coverage of the sales of theForeign Subsidiary such as a change in the ownership or location of theForeign Subsidiary, or a material decrease in the percentage of goods sold by theForeign Subsidiary which are manufactured in Canada by the Insured.
4. | Contracts for the sale of goods to a Canadian buyer which provide for the goods to be placed in transit from a location outside Canada for delivery in Canada shall beExcluded Contracts. |
5. | The definition ofShipped is deleted in its entirety and replaced with the following: |
““Shipped” means that goods being sold by theForeign Subsidiary to a buyer have been placed in transit for delivery to a destination specified by the buyer.���
6. | “Foreign Subsidiary” means the Insured’s wholly-owned subsidiary listed below: |
Foreign Subsidiary
Abitibi Consolidated Sales Corporation
4 Gannett Drive
White Plains, NY
United States of America
10604
EXPORT DEVELOPMENT CANADA, |
for the Insurers |
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
SALES OUT OF CONSIGNMENT INVENTORY OR EXHIBITION STOCK
This Endorsement forms part of the Policy.
Coverage is provided in respect of goods sold to a buyer after having been delivered to a consignee to be exhibited, held on a consignment basis or held in inventory until sold.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
1. | If goods were previously delivered by the Insured to a Consignee, the eventual sale of those goods by the Insured to a buyer (which may be the Consignee) will be covered by the Policy if the sale occurs between the Coverage Effective Date and the date of termination of the Policy. In such circumstances, goods will be considered to have been Shipped, for purposes of the Policy, when they are sold. |
2. | The Insured shall declare and pay premium on goods that are delivered to a Consignee on the 20th day of the month following the end of the Declaration Period in which the sale of the goods occurs. |
3. | “Consignee” means a person to whom the Insured has delivered goods to which the Insured has retained title, to be exhibited, held on a consignment basis or held in inventory, until the goods are sold to the Insured’s buyer. |
EXPORT DEVELOPMENT CANADA, |
for the Insurers |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
BOYCOTT
This Endorsement forms part of the Policy.
The Government of Canada finds unacceptable certain activities which would, in connection with the provisions of any international economic boycott, require Canadian firms or individuals to engage in certain actions that may have a discriminatory effect, and it will deny its support and assistance to transactions entered into by those firms and individuals who accept boycott provisions in contravention of government policy.
Export Development Canada follows the Government’s policy on boycotts for the transactions that it supports.
Coverage is therefore not provided under the Policy for any sales contract that, in connection with the provisions of any international economic boycott:
(1) | requires the Insured to: |
(a) | engage in discrimination based on the race, national or ethnic origin or religion of any Canadian firm or individual; |
(b) | refuse to purchase from or sell to any Canadian firm or individual; |
(c) | restrict its commercial investments or other economic activities in any country; |
(d) | produce any document (sometimes called a ‘negative certificate of origin’) which says that particular goods or services have not originated from specific firms or places; or |
(e) | refuse to sell any Canadian goods and services to, or buy any goods or services from any country, except that a buyer may specify that goods |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
and services of non-Canadian origin that are being provided by the Insured must originate from a particular country; |
or
(2) | contains a statement made by the Insured, or requires the Insured to make a statement saying that the Insured does not deal with a named country, unless it is clear that there is no intention to restrict the Insured’s right to deal with the named country. |
All other terms and conditions of the Policy remain unchanged.
EXPORT DEVELOPMENT CANADA, |
for the Insurers |
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
CREDIT LIMIT FOR ILC SALES (CONFIRMED & UNCONFIRMED ILC)
This Endorsement forms part of the Policy.
The parties have agreed to amend the Policy to provide insurance coverage for sales contracts requiring payment to be made by irrevocable letters of credit (“ILCs”) issued or confirmed by a bank approved by the Insurers.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
“1. | “Bank” means a bank which has issued or confirmed an ILC issued to the Insured as the payment mechanism for the Insured’s sales; |
“Bank Approval” means a notice given by the Insurers to the Insured with respect to aBank stipulating specific terms and the amount of theCredit Limit for theBank and any specific conditions or changes to the insurance coverage applicable toEligible Contracts that require payment by an ILC issued or confirmed by suchBank; and
“Credit Limit” means the maximum amount ofLoss that the Insured may sustain to obtain maximum coverage under the Policy in respect of aBank for all theEligible Contracts that require payment by an ILC issued or confirmed by theBank.
2. | The definition ofGross Invoice Value is hereby amended by deleting the reference to amounts to be paid by irrevocable letters of credit. |
3. | A contract of sale to be entirely paid by an ILC which was in the possession of the Insured at the time the goods wereShipped is anExcluded Contract if noBank Approval was issued by the Insurers in respect of theBank that issued or confirmed the ILC. |
4. | The provision of the Policy providing for a decliningInsurance Percentage applicable in certain circumstances is hereby amended by replacing the references to “buyer” and “Credit Approval” with references to “Bank” and “Bank Approval”, respectively. |
5. | The following risk is added to the Policy as aRisk covered by both EDC |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
and Coface: |
“failure of theBank to pay any amount that theBank is legally obligated to pay to the Insured under the ILC issued as the payment mechanism for theEligible Contract,”.
6. | In order for this Policy to apply to a sale that requires payment by an ILC, the Country Schedule must provide that such coverage applies in the country where the buyer is located and the Insured must establish aCredit Limit for theBank by obtaining aBank Approval. |
7. | The Insurers shall not be liable for the payment of a claim forLoss if: |
(a) | any right, title or interest of the Insured under theEligible Contract or the ILC has been assigned by the Insured to any person other than the Insurer, unless the assignment was by way of security only and the assignee has executed and delivered to the Insured a reassignment and release in respect thereof in form and substance satisfactory to the Insurer; or |
(b) | the Insured has not strictly complied with all the terms and conditions of the ILC.” |
EXPORT DEVELOPMENT CANADA, |
for the Insurers |
Issued: May 24th, 2006 | ||||
Effective Date: September 1st, 2006 | ||||
Insured: Abitibi-Consolidated Inc. | ||||
Policy Number: CG 1 22818 |
ENDORSEMENT
ACCOUNTS RECEIVABLE POLICY (SHIPMENTS)
COVERAGE TO CANADIAN BUYERS INVOLVING FOREIGN COUNTRIES
This Endorsement forms part of the Policy.
Insurance coverage for sales to buyers located in Canada shall be provided by EDC instead of Coface if the goods areShipped or to beShipped by the Insured directly to a third party located outside Canada, although invoiced to the Canadian buyer.
Therefore, without in any way restricting the application of the terms and conditions of the Policy except as hereinafter expressly provided and solely for purposes of determining the terms and conditions of such insurance coverage, the Policy is amended as follows:
“1. | Notwithstanding the definition of “Domestic Loss”, a loss sustained by the Insured under anEligible Contract with a buyer located in Canada shall be considered to be anExport Loss and will be covered by EDC instead of Coface if the goods areShipped by the Insured directly to a third party outside Canada. |
2. | The third party must not be located in any country with which Canadian companies are prohibited by law from dealing. |
151 O’Connor, Ottawa, ON K1A 1K3
613—598—2500 Fax 613—237—2690 www.edc.ca
3. | Declarations for sales described herein shall be made under the “Canada Export” heading of the declaration form, by province or territory where the buyer is located.” |
EXPORT DEVELOPMENT CANADA, |
for the Insurers |