THE CORPORATION OF THE TOWN OF IROQUOIS FALLS

BY-LAW NO. 33s8/16

"Being a by-law to confirm the decision of Council to approve an
Asset Purchase Agreement with Resolute FP Canada Inc. and Abitibi
Rversedge Inc. and to qpprove all documents, nstruments and agreements
required in connection with the completion of the
Asset Purchase Agreement. "

WHEREAS

Council for the Town of Iroquois Falls resolved to approve an

asset purchase agreement dated October 23, 2015, with Resolute
FP Canada Inc. and Abitibi Riversedge Inc. (the "Asset Purchase
Agreement") at its meeting held on November lI,20I5;

AND WHEREAS

Council is desirous to enter into an Asset Purchase Agreement with

Resolute FP Canada Inc. and Abitibi Riversedge Inc.;

AND WHEREAS

The Municipal Act S.O. 2001, c.25, as amended, confers broad

authority on municipalities to enter into such agreements.

NOW THEREFORE, BE IT RESOLVED THAT COUNCIL FOR THE TOWN OF

IROQUOIS FALLS ENACTS:

l.

The action of Council on November I

a.

l,

2015, in respect to its resolution:

that the execution by the Town of the Asset Purchase Agreement is hereby
ratified and approved;

b.

that the Mayor and Clerk-Administrator or designate, on behalf of the Town and
subject to Council approval, to

i.

negotiate, settle, execute and deliver all of the documents, instrument

and agreements to be entered into by the Town in connection with the
transactions contemplated by the Agreement (collectively, the
"Transaction Documents and Agreement");

ii.

make

iii.

execute and deliver all further documents, certificates and instruments

and to take all further actions as may be required to give effect to this
Resolution.

all

amendments
Agreement; and

passed and taken by Council at

ratified and confirmed.

2.

to

each

of the Transaction Documents and

its meeting on November 11, 2015, is adopted,

That the execution and delivery, by the Mayor and Clerk-Administrator or designate
on behalf of and the performance by the Town, of the Asset Purchase Agreement is
hereby authorized, ratified and approved.

3. The execution, delivery and performance of all other agreernents, documents,

certificates and instruments contemplated by the Asset Purchase Agreernent (the
"Related Documents") are authorized, ratified and approved.

4.

The Mayor and Clerk-Administrator or designate, on behalf of the Town and subject
to Council approval, are authorized and directed, on behalf of the Town, to negotiate,
frnalze, execute and deliver the Asset Purchase Agreement and the Related
Documents, and with any additions, deletions, amendments or other changes which
that the Mayor or Clerk-Administrator or designate may approve, that approval to be
conclusively evidenced by the execution and delivery of the final form of the Asset
Purchase Agreement and the Related Documents by the Mayor and ClerkAdministrator or designate.

5.

The Mayor and Clerk-Administrator are authorized arrd directed, on behalf of the
Town, to execute and to deliver all documents, instruments and other writings and to
perform and do all acts and things as the Mayor and Clerk-Administrator corLsider
necessary or desirable to give effect to these resolutions.

Read a FIRST, SECOND and

THIRD time

and passed this 14 day of January,2016.

MICHAEL SHEA

MA

LINDA MoLEAN

SIGNED

CLERK

Certified True Copy of

By-Law No. 3358/16

Clerk

TRATOR

ASSET PURCHASE AGREEMENT

- by and between RESOLUTE F'P CANADA INC.

as

Vendor

-andABITIBI'S RIVERSEDGE INC.

as

Ml#:2248660.13

Purchaser

TABT,E OF'CONTENTS

Fac
ARTICLE I INTERPRETATION

1.1
1.2

lvltll: 224860 Ll

Defnitions..

Schedules

Pcn

ARTICLE XI REMEDIATION WORK

11

11

.2

Change of Use...

1l .3 Survival

ARTICLE XII NON-COMPETE OBLIGATIONS

12"I

t2.2
12.3
12.4

Reasonableness ..............
Limitation of Scope........

r2.5

Registration

12.6

Survival......

lvltl#: 2248660.13

(ii)

Pacn

N,{tl#: 2248660

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(ii

ASSET PURCHASE AGREENIENT

ASSET PUR.CIIASE AGREEMENT made on October 23,2015,

BY AND BETWEEN:

R-ESOLUTE FP CANADA INC., a company

existing under the laws of Canada with its registered
offlrce at 1l I Duke Sfeet, Suite 5000, Montral,
Qubec H3C 2Ml, Canada,

("Vendor");

ABITIBI'S RIVERSEDGE INC., a

AND

company

existing under the laws of the Province of Ontario

with its registered offtce at 253 Main

Sheet,

Iroquois Falls ON POK lG0, Canada,

("Purchaser");

WIIEREAS Vendor and Purchaser desire to enter into this Agreement pursuant to which
Vendor agfees to sell to Purchaser, and Purchaser agrees to purchase from Vendor, the Purchased
Assets (as defined below), on an "as is, where is" basis and on the terms and conditions set out
herein;

THEREF'OR-E, in consideration of the covenants, representations, wananties and agreements

contained herein an<l other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties covenant and agree as follows:

ARTICLE I
INTERPRETATION

1.1

Definitions

Where used herein or in any amendments hereto or in any communication required or

permitted to be gven hereunder, the following terms shall have the following meanings,
respectively, unless the context otherwise requires:

(a)
(b)

"Acquirotr" shall have the meaning ascribed thereto at Section

"Affliate" shall have the meaning ascribed thereto in

11.2,

the Canada Business Corporations

Act.

(")

Mrlll:

o'Agreement" shall mean this Asset Purchase Agreement and all instruments
supplemental hereto or in amendrnent or confirmation hereof; "herein", "hereof',
"hereto", "hereunder" and similar expressions mean and refer to this Agreement and not
to any particular Article, Section or other subdivision; "Article"o "Section" or other
2248660.13

expend any funds except as otherwise provided in this Agreement, other than payments
for incidental expenses incurred by such Person and payments required by any Law or
Governmental Authority, (iv) assume any obiigations except as otherwise provided in this
Agreement, or (v) incur any other material burden.
(q)

(r)
(s)

(r)

"Environment" shall mean all components of the earth, including, without limitation, air
(and all layers ofthe atmosphere), land (and all surfaee and subsurface soI, underground
spaces and cavities and all land submerged undel water including sediments) and water
(and all surface and ground water), organic and inorganic matter and living organisms,
and the interacting natural systems that include components refered to above.

(u)

(v)

(
(x)

0)

"ETA"

(z)
Mtl#:2248660.t3

means

PartIX ofthe Excise

Tax Act(Canada), as amendedfromtime to time

("o)
(bb)

("c)
(dd)

"GoveLnmental Authority" or "Governrnental Authorities" shall rnean any

multinational, federal, provincial, state, municipal, local or other govemnental ot public
department, central bank, court, commission, board, bureau, agency or instrumentality,
domestic or foreign, any subdivision or authority of any of the foregoing, or any quasigovelrnental or private body exercising any regulatory, expropriation or taxing authority
under or for the account ofany ofthe above.

(ee)

"GST" shall mean all Taxes payable under the ETA (including, for greater certainty, the
harmonizecl sales tax) or under any provincial legislation similar to the ETA, and any
reference to a specific provision of the ETA or any such provincial legislation shall refr
to any successor provision thereto of like or similar effect.

(f
(ge)
(hh)

(i

i)
(kk)

(ll)

(rnm) "Laws" shall mean (i) all laws, eommon laws,

statutes, eodes, otclinances, guides,

guidelines, directives, orders, decrees, rules, policies, procedures, regulations and
municipal by-laws of any Govemmental Authorify, and (ii) all judgments, otders, writs,
injunctioris, decisions, rulings, decrees, and awards of any Governmental Authority,
whether o not having the force of law and in each case as amended from time to time.

Mt1#:2248660

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(nn)

(oo)
(pp)
(qq)

(*)
(r

(uu)

"ORST" shall mean the Ontario retail

(vt)

"ORSTA" means the Retail Sales Tax Act (Ontano),

(ww)

"Parties" shall mean Vendor and Purchaser; and "Ptrty" shall mean either one of them

sales tax payable under the ORSTA.

as amended from time to time.

as the context may require.

(xx)

V)

"Person" shall mean an individual, coqporation, company, cooperative, parbrership, trust,

unincorporated association, entity with juridical personality or Govemmental Authority
and pronouns which refer to a Person shall have a similarly extcnded meaning.

(n)

(aaa)
(bbb)

Mtl#: 2248660

13

(ccc)

"Purchaser" shall have the meaning ascribed thereto in the preamble hereof.

(ddd)
(eee)

(ff
loso\
\-l

(hhh)

(ii

jj)

'oTaxes" or 'oTax" shall mean any federal, provincial, territorial, state or local income,
goods and services, harmonized sales, value added, corporation, land transfer, licence,
payroll, excise, sales, use, capital, withholding or other tax, levy, duty, assessment,
reassessment or other charge of any kind whatsoever, whether direct or indirect,
including any interest and penalty or other addition to or on any of the foregoing, whether
disputed or not, imposed by a Governmental Authority.

(kkl

(lu)

(nnn)
(ooo)

(ppp) "Town"

shall mean The Corporation of the Town of Iroquois Falls, and any successors
and permitted assigns.

(qqq)

N'ttl#" 2248660 t3

(nr)

"Vendor" shall have the meaning ascribed thereto in the preamble hereof.

(sss)
1.2

Schedules

The following is a list of the Schedules attached hereto and incorporated herein by
reference:

ARTICLE

lvltlll:2248660

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II

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l0

Mtlll:

224866A.13

1l

ARTICLE

Nftl#: 2248660. t3

fv

T2

lvttl#:22460

13

I3

AR.TICLE

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\T

t4

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15

tvltlil: 1248660

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16

6.5

Closins Deliveries of Purchaser

At the Closing, Purchaser shall delivel or

cause to be delivered to Vendor:

(b)
(c)

(d)

a copy certified by a senior officer of Purchaser and of the Town of their respective
constating docutnents and byJaws and of their respective resolution of directors
authorizing the purchase of the Purchased Assets and the execution and delivery of this
Agreement ancl the Ancillary Agreements to which each of Purchaser and the Town will
be a party;

(e)

(e)

(h)
(

an enforceability opinion from PurchaseL's and the Town's legal counsel delivered to and
in favour of Vendor, such opinion to be in form and substance satisfactory to Vendor,
acting reasonably;

(k)

(t)

Mrlt:2248660.t J

l1

Mtt#..224866tJ t3

18

Mrlit:

224,3660.13

19

ARTICLE VIII

lvltl#: 2248660 l-l

20

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2t

ARTI

ARTICLE X

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25

ARTICLE XI
11.

(a)

Il.2

Ch.anee of Use

(a)

Each of Purchaser and the Town hereby agrees and covenants, for the benefit of Vendor,
that it shall not, as a principal, shareholder, partner, investor, subcontractor, consultant,

agent, lender, creditor, adviser, landlord or in any other capacity whatsoever, or in

joint, in conjunction with or otherwise in connection with any Perso.n,
direct or indirect, change any existing industrial or commetcial use of the Real
Properfy to a more sensitive type of propefy use without first filing a record of site
condition in the Ontario Environmental Site Registry in accordance with section 168.4 of
the Ontario Environmental Protection Act, as amended. As a condition precedent to any
sale to or use by any other party of any Real Property, each of Purohaser and the Town
underlakes and agrees and shall ensure that any such party also agrees to be bornd by the
foregoing covenant direct in favour of Vendor. Each of Purchaser and the Town (or
any subsequent acquiror, assignee, transferee, lessee or other acquiror, collectively, the
"Acquiror") shall not sell, alienate, assign, transfer, exchange or otherwise dispose of all
the Real Propefy or any portion thereof without first having obtained an undertaking by
the Acquiror in favour of Vendor (and providing Vendor with written evidence thereof)
that such Acquiror will comply with the covenant set forth in this Section 11,2 including
the undertaking to obtain a similar undertaking from a subsequent acquiror.
partnership,

(b)

Each of Purchaser and the Town hereby acknowledges that the rights and obligations set
out in this Article XI are of fundamental impoance to Vendor and that Vendor would
not have entered into this Agreement without this Article XL

11.3 Survival
The obligations set forth in this Article XI shall survive the completron of the transactions
contemplated in this Agreement,

Mtlll:22411660

13

26

ARTICLE XItr
NON-COMPETE OBLIGATIONS
12.l
(a)

(b)

12.2

Reasonableness

Each of Purchaser and the Town acknowledges that the scope of the covenant set forth in
Section I2.l is fair, reasonable and valid, and is reasonably required for the protection of
Vendor'. Vendor acknowledges that it has received full consideration for the covenants set
forth in Section l2.l and that the covenant of Purchaser and the Town in Section L2.I is
an essential condition of the transactions contemplated by this Agreement.

(b)

Each of Purchaser and the Town hereby agrees and confirms that any amolrnts which
become payable by Purchaser to Vendor pursuant to Section 12,4 constitute fair and
reasonable compensation to Purchaser Each and the Town in the commelcial
circumstances of their relationship and this Agreement, are remedial and compensatory in
their nature and extent and represent a genuine pre-estimate of the damages that Vendor
will sufTer or incur as a result of such breach and fhat such liquidated damages do not
constitute a penally. Each parly irrevocably waives any right that it may have to raise as a
defence that any such liquidatecl damages are excessive or punitive.

I2.3

Limitation of Scope

If any of the provisions in Section 12.1 shall be determined by a court of competent

jurisdiction to be invalid because the scope ofany restriction is too broad, then the Parties hereto
Nltlltt 2248660.13

27

expressly authorize such court to reduce the scope

of those restrictions as such court may

determine.

t2.4
(

(b)

12.5

Resistration

Purchaser agrees, upon request ofVendor, to execute a restrictive covenant in registrable

form setting forth the covenants set forth in this Article XII, which Vendor shall be permitted to
register against title to the Real Properfy after Closing.

12.6

Survival

The obligations set forth in this Article

XII shall survive the completion of

transactions contemplated in this Agreement.

ARTICLE XIII

tvftl#:224860,13

the

28

lv{ll#; 2248660 l3

29

ARTICLE XV
MISCELLANEOIJS

Itltl#: 2248660.11

30

15.6

Notices

Any notice, consent, authorization, direction or other cornmunication required or

permitted to be given hereunder shall be in writing and shall be delivered either by personal
delivery or by telecopier or similar telecommunications device and addressed as follows:

Mrl#t 2248660

13

3l

(a)

in the case of Vendor, to attention of:

RESOLUTE FP CANADAINC.
111 Duke Street,
Suite 5000

Montral, Qubec H3C 2Ml

Canada

Attention:
Telecopier:

Legal Department

(5r4)394-3644

with a copy to:

DAVIESWARD PHILLPS & VINEBERGLLP

1501 McGill Collese Avenue
26th

Floor

Montral, Qubec

H3A 3N9

Attention:

Peter Mendell

Telecopier: (514)84I-6499

(b)

in the case of Purchaser, to the attention of:

ABITIBI'S RIYERSEDGE INC.

253 Main Street

Iroquois Falls ON POK 1G0

Attention:
Telecopier:

with a copy to

GOWLING LAFLEUR HENDERSON LLP

Suite 1600, 100 Krng St W
Tofonto, Ontario

M5X 1G5

Attention:

E. Pahick Shea, LSM, CS

Telecopier: (416)862-766t
Any notice, consent, authorization, direction or other communication delivered as aforesaid shall
be deemed to have been effectively delivered and received, if sent by telecopier or similar
telecomrnunications device on the date next following receipt of such transmission or, if by
personal delivery, to have been delivered and receivecl on the date of such delivery, provided,
tvltl#:2248660.13

32

if

such date is not a business day in the jurisdiction of receipt, then it shall be
deemed to have been delivered and received on the business day next following such delivery.
Either Parly may change its address for service by notice delivered as aforesaid.
however, that

15.8

Severabilitv

Any Article, Section or other subdivision of this Agreement or any other provision of this
Agreement which is, or becomes, illegal, invalid or unenforceable shall be severed herefrom and
shall be ineffective to the extent of such illegality, invalidify ot unenforceability and shall not
affect or impair the remaining provisions hereof, which provisions shall (i) be severed from any
illegal, invalid or unenforceable Article, Section or other subdivision of this Agreement or any
other provision of this Agreement, and (ii) otherwise remain in full force and effect.

15.9

Governinq Law

This Agreement shall be govemed by and interpreted and construed in accordance with
presently in force in the Province of Ontario without reference to the conflict of laws
Laws
the
nrles. The Parties submit to the jurisdiction of the courts of the Province of Ontario in all matters
relating hereto.

15.10 Entire Aqreement

This Agreement, including the Schedules, and the specific terms of any other document
expressly incorporated by refrence herein constitutes the entire Agreement between the Parties
pertaining to the subject mattet hereof, and supersedes all priot agreements, understanclings,
negotiations and discussions of the Parties.

15.11 Gender
Any reference in this Agreement to any gender shall include both genders and the neuter,
and words herein importing the singular number only shall include the plural andvice versa.

15,12 Headines
The headings in this Agreement are inserted for convenience of reference only and shall

not affect the interpretation hereof.

Mtl/t 2248660.13

33

15,13 Amendment

No amendment to this Agreement shall be binding unless expressly provided in

an

instrument duly executed by the Parties.

15.14 Waive(
No waiver, whether by conduct or otherwise, of any of the provisions of this Agreement
shall be deemed to constitute a waiver of any other provisions (whether or not similar) nor shall
such waiver constitute a continuing waiver uniess otherwise expressly provided in an instrument
duly executed by the Parties.

15.15 Currency
Unless otherwise indicated, all dollar amounts

in this

Agreement are expressed in

Canadian dollars.

15.16 Laneuaee
The Parties hereby confirm that they have requested that this Agreement and all Ancillary
Agreements be drawn up in English. Les parties confirment qu'elles ont reqttts que ce contrat et
tous les contrats accessoires soient rdigs en anglais.
(s

.i
I

Mtl#: 2248660,13

ignature p age fo llows)

IN WITNESS WHEREOF,

the Parties have executed this Agreement on the date and at

the place first above rnentioned,

RESOLUTE FP CANADA INC.

Per:

Name:

7i11", Pgas;f,aatA-

Per:

Name:

Title:

V,:U'

P,,!4-iol-!^tf

ABITIBI'S RIVERSEDGE INC.

Per:

Name:

Title:

Per:

Name:

Title:
The undersigned intervenes to this Agreement to acknowledge and agee to the provisions of
Artcle XII.

THE CORPORTION OF THE TOWN OF

TRoQUOTS FALLS

Per:

Name:

Title:

Per:

Name:

Title:

Sigrature Page - Purchasc artd Salc Agreemelt

lroquois Falls (i\ltl: 2248660)

IN WITNESS WHEREOF, the Parties have exeouted this Agreement on the date and at
the place first above mentioned.

RESOLUTE F'P CANADA INC.

Per:

Name:

Title:

Per:

Name:

Title:

Peu
,i

'l-L{c5

J*.o.*st

::l
,!

,:

Per:

:.

Name:

:i

Title:
The undersigned intervenes to this Agreement to acknowledge and agree to the provisions of
Article XIL

TIIE CORPORATTON OF' THE TO\ryN

TROQUOIS FALLS

Per

N aTne;

hec-

rA*
Title: f\ r k - otrnioisl r c.-l c)r
M ioheile-

Sgnature Page

Purchase md Sale Agrcemcnt

lroquois Fnlls (Mtl/l:2248660)

Of,'

SCI{EDULE 12.1(a)

I
l

-J

4.

Schedulc l2.l(a)-Asset Purchase Agrccmcnt (Irorluois Falls)

AIIIND{ENT To .ssET PURCHASE GREEMENT (the "Agrecmcnt") made

January

\\

on

, zOtO,

BETWEEN:

RESOLUTE FP CANAD INC",

compny

existing under the laws of Canada;

("Vendor")

ABITIBI'S RMRSEDGE INC", a company

existing under the laws of the Province of Ontario;

AND:

(o'Purchaser")

THE CORPOR4.TTON OF TIIE TOWN OF

A.NiD

TR0QUOIS FALI-S
(the "Town")

WHEREAS Vendor and Furchaser entered into an Asset Purchase Agreement dated October 23,
20tr5 (the "Asset Purehase Agreement'), to wbich ntervened the Town;

AND WHEREAS Vendor, the Pwchaser and the Torrn wish to amend the Asset Purchase
Agreement r:n the terms and conditions set out herern;

NOW THEREFORE in consideraton of the mutual covenants and

agreements hereinafter
contained and for other good and valuable consideration, the receipt and sufficiency ofrvhich are
hereby acknowledged, the parties hereby covenant and agree as follows:

l.

Internretation

All capitalized terms used in this Agreement which are not detned herein but re detned in the
Asset Purchase Agreement shall have the respective meanings given to them in the Asset
Purchase Agreement.

2.

Amendments
a.

b.

Mtlfl:.?'2489 +

t'
I

h,
I

k.

l/1lll

)).1248ct

n,

p.

Section 6.5(g) of fte Asset Purchase Agreement is hereby amended by deleting

ancl replacing

it

it with fhe foilowing:

"a direction drrecting that title to certain ot the Real Property be transfbned to
the lom;".
nI

t.

\4t1l

)-212.189 4

tl.

v"

Section ll.2(a) of the Asset Furchase Agreement is hereby amended by adding

the fbllowing at the end of Section 1 t.2(a):
"Notwithstanding the generality of the foregoing, the Town shall not have any
of the obligations set out in this subsection fbr any portion of the Real
Property,Puchased Assets it no longer owns or which it has never ownecl.
Furthermore, the exercise by the Town of a stfutory power of decision,
obligation or discretion (inoluding but not lmted to the issuance of a building
pennit, adoption of a zoning by-law, approval of site plzm dtawings or any
other Planning Act or Building Code Act application and adoption of a by-law
pursuant to a power conveyed by the Municipal Act, 20A1) with respect to any
of the Purchased Assets it no longer orvns or which it has nevel owned shall
not be considered a breach of this Agreement.".

X,

z,

Section 15.2 of the Asset Purchase Agreement is hereby deleted in its entirety and
replaced with the tbllowing;

"Neither Party may assign any ol its rights, benefts, dutes or obligations
under this Agreement, exccpt wth the prior r,vrirten consent of the other Farty.
Nttlil, 2272489 4

The Parties acknowledge, agrce and confirm thar the Furchaser will provide
vendor at closing with a direction directing that titie to certain of the Rea
Property bc transferred to the Tow.".
J.

The Town hereby represents and warrants to Vendor as follows and ackncwledges that Ventlor is
relying upon such representations and wananties n connection with the sale by Vendor of the
Purchased Assets and that the Vendor wouid not have entered into the Asset Purchase
Agreement without such representations and lvananties; the execution and delivery of, and
performrulce by the Town of its obligations under, the Asset Purchase Agreement and each of the
Ancillarv Agreernents to which the To,m will be aarty, has been duly authorizecl by the Town
and constitutes a legal, valid and binding obiigation of the Town, enforceable against the Town
by Vendor in accrrdance with its terrns, subject only to any limitation rnder applicable Laws
relating to (i) bankruptcy, winding up, insolvency, amangement, fraudulent preference and
convyance" assignmeut and preference amd other Laws affecTing the rights of creditors
generally. and (ii) the discretion that a court rnay exercise in the granting of, equitable remedies,
ncluding sp ecifi c perfor'rnanee and inj unctions.

4.

The Vendor, the Furchaser and the Town acknowledge" agree and codrrm that the f'own
executed and delivered the Asset Purchase ,A.greement for th sole purpose'of being bound by
the provisions of Sectior I1.2 and Article XItr of the Asset Purchase Agreement and the Vendoi,
the Purchaser and the Town rish to clarify and confirm that the omission of a reference to
Section 17.2 on the signatwe page to the Asset Purchase Agreement is an error requiring
correction and the parties wish to record and give effect, nunc pro tunc,to the original intentions
of the Vendor, the Furchaser and the Town,

5"

Continrine Effcct

This Agreement shall forrn part of the Asset Purchase Agreement and the Asset Purchase
Agreement shail, except as otherwise set forth specifrcally herein, rernain in full force and effect,
unamended. Time remains of the essence hereof

6,

Successors in Interest

This Agreement and the provisions hereof shall enure to the beneft of and be binding upon the
parties and their respective successors and assigns.

7"

Governing Law

This Agreernent shall be govemed by and interpreted and constucd in accordance with the laws
presently in f,orce in the Province of ntuio without reference to the conflict of laws rules.

Ntuf. 22i2489

8.

Counteroarts

This Agreement may be executed in several counterparts and by facsimile or electronic

transmission of an originally executed document, each of which shall be deemed to be an
original, and all such counterparts shall constitute one and fhe same instrument.

9.

Languase

The parties hereby confirm that they have requested that this Agreement be drawn up in English,
confiruenl qu'elles ont requs que ce contrat soit rdig en anglais,

Les parties

[Signatur e page

lvIW:2272489.4

llow sJ

IN \ryITNESS V/HERAOF,

the parties have cxecuted this Agreement on the date and at the

place frsl above mentioned,

T{ESOLUTE FP

AI)

Per

Name:
"['itle:

ABITIBI'S RIVERSEDGE INC.

Per:

Name;

Title:

THE CORPORATION OF THE TOWN OF

IROQUOTS FALLS

Per:

Name:

Title:

Per:

Name:

'[itle:

Sli4nrtlurc Pge - ntendilrcn! to Arrl Pwchd( grcearcn!

IN WITNESS \ryHEREOF, the parties have executed this Agreement on the date and ar the

place first above mentioned.

RESOLUTE FP CANADA INC.

Per:
Name:

Title:

ABITIBI'S

\\cri'sd

-$B mb^r

THE CORPORATION OF THE TOWN OF

IROQUOTS FALLS

Per:

Name:

Title:

Per:
Name:

Titlor

Signaltt'e Page - .4nwndhent

,4sset

PWrhrce greetnent

t't

IN WITNESS WHER-EOF,

the parties have executed this ,A.greement on the date and at the

place first above mentioned.

RESOLUTE FP CANADAINC.
Per:

Name:

Title:

ABITIBI'S RIVERSEDGE INC.

Per
Name:

Title;

THE CORPORATION OF TIIE TOWN

TRoQUOTS FALLS

Per:

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NaLr:

Psr

SIgnaure Page - Antndnent lo A,ssel Purehase Agreeenl

5m+-

OF'

DIR.ECTION FOR TITLE

TO:

Resolute FP Canada Inc. (,'Resolute")

AND TO:

Davies Ward Phillips & Vineberg LLP

RE:

Title to certain real properties to be transferred to The Corporation of the

Town of lroquois Fatts (the *Town")

The undersigned directs and authorizes you to engross the Transfer of Land for that title to the
real property described in Schedule "4" attached hereto to:

THE CORPORATTON OF THE TOTVN OF TROQUOTS FALLS

And for so doing this shall be your good, sufficient and irrevocable authority.

DATED this

day

of1rJr{$

,2076.

Abitibi's
Per:

Authorized Signing Officer

I
The

to bind the Corporation.

of the Town of lroquois Falls

Per:
Name: Michael Shea

Title: Mayor
Per';

Name: Lnda Mclean

Title : Clerk-Administrator

Ii We have author to bind The Corporation of the

Town of Iroquois Falls

Tl 005894\TOR LAW\

88 13054\2

DIR.ECTION FOR TITLE

TO:

Resolute FP Canada Inc. (,.Resolute")

AND TO:

Davies \Vard Phillips & Vineberg

RE:

Title to certain real properties to be transferred to The Corporation of the

Town of Iroquois Falls (the ,,Town")

LLp

The undersigned directs and authorizes you to engross the Transfer of Land for that title
to the
real property described in Schedule ..A" attached hereto to:

TIIE CORPORATION OF THE TOWI\ OF'IROQUOIS F'ALLS

And for so doing this shall be your good, sufficient and irrevocable authority.

DATED

this

\th

day

of

2016

Abitibi's Riversedge Inc.

Per:
Name: Justus Veldman
Title: Authorized Signing Officer

I have authority to bind the Corporation.

The Corporation of the Town of lroquois tr'alls

Per:
Name:

Titie:
Per:
Title : Clerk-Administrator

I/ We have authority to bind The Corporation of the

Town of koquois Falls

T1005894\T0R LAW\

88 130s4\Z

SCHEDT]LE A

6s33s-0001 (LT)
s335-0e16 (LT)

6s33s-0e18 (LT)
65337-0001 (LT)
65337-0002 (LT)
65337-0005 (LT)
65337-0007 (LT)
6s336-0166 (LT)

6s337-01s8 (LT)

6s337-0rs9 (LT)
6s337-0169 (LT)
6s337-0160 (LT)
6s337-0167

(LT)

6s337-0268

(W)

6s337-0191 (LT)

T1005894\TOR LAW\ 8813054U