EXHIBIT
10.1
Amendment No. 6 to Amended and
Restated
Receivables Purchase
Agreement
This AMENDMENT NO. 6 TO AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of May 27, 2009
(this “ Amendment ”), is made by and among
ABITIBI-CONSOLIDATED U.S. FUNDING CORP. (the “ Seller
”), CITIBANK, N.A. (“ Citibank ”), as a
Bank, CITIBANK, N.A., LONDON BRANCH, as operating agent (the
“ Agent ”) for the Investors and the Banks,
ABITIBI-CONSOLIDATED INC. (“ ACI ”) and ABITIBI
CONSOLIDATED SALES CORPORATION (“ ACSC
”).
Preliminary Statements
. (1) The Seller, Citibank, Eureka
Securitisation, plc, as an Investor, the Agent, ACI, in its
capacity as Subservicer and an Originator, and ACSC, in its
capacity as Servicer and an Originator, are parties to that certain
Amended and Restated Receivables Purchase Agreement, dated as of
January 31, 2008 (as amended, restated, supplemented and/or
otherwise modified from time to time, the “ RPA
”; capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the
RPA).
(2) The
parties hereto wish to amend the RPA on the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
SECTION 1.
Amendment to the RPA . Effective as of the date hereof in
accordance with Section 2 of this Amendment, Section 7.01(ff)
of the RPA is amended and restated to read in its entirety as
follows:
(ff) The
earlier of (i) 5:00 p.m., New York time, on June 15, 2009 and (ii)
the effective date of a debtor-in-possession financing facility for
the Originators providing for the payment in full in cash of all
Capital of all Receivable Interests and all other amounts owing
hereunder and under the other Transaction Documents;
SECTION 2.
Effectiveness . This Amendment shall become effective as of
the date hereof at such time that (i) executed counterparts of this
Amendment have been delivered by each party hereto to the other
parties hereto and (ii) Kaye Scholer LLP and Blake, Cassels &
Graydon LLP, counsel to the Agent, shall have received payment in
full of all legal fees and expenses invoiced on or prior to
May 26, 2009.
SECTION 3. Representations and
Warranties . Each of the Seller and the Servicer represents and
warrants that:
(a) each
of the representations and warranties contained in Section
4.01 and Section
4.02 , respectively, of the RPA (after giving effect to this
Amendment) are correct in all material respects on and as of the
date of this Amendment as though made on and as of such date;
and
(b) no
Insurance Policy Event, Servicer Default, Event of Termination or
Incipient Event of Termination exists under the RPA (after giving
effect to this Agreement).
SECTION 4.
Confirmation of RPA . Ea
