OMNIBUS PLEDGE AGREEMENT
TO: THE TORONTO-DOMINION BANK in its capacity as administrative agent
for and on behalf of and for the benefit of the Secured Parties
(as defined below)
Corporate and Investment Banking
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ West, 38th Floor
Toronto-Dominion Bank Tower
Toronto, Ontario
M5K 1A2
(the "PLEDGEE")
DATED for reference 14 August 2001.
Each Pledgor refers to its Trust Deed dated for reference 9 August 2001
(together with any additional security relating thereto, each referred to herein
as a "TRUST DEED" and collectively as the "TRUST DEEDS") executed by such
Pledgor in favour of The Canada Trust Company, as Trustee (the "TRUSTEE").
Each Pledgor also refers to the following debentures (each, a
"DEBENTURE", collectively, the "DEBENTURES") which each has issued under, and
which are secured by its Trust Deed:
(a) a 25% Debenture designated as Series A No. 1 of such Pledgor
in the principal amount of ONE BILLION DOLLARS
($1,000,000,000) in lawful currency of Canada dated as of 14
August 2001, payable on demand and in fully registered form in
the name of the Pledgee;
(b) a 25% Debenture designated as Series A No. 2 of such Pledgor
in the principal amount of ONE BILLION DOLLARS
($1,000,000,000) in lawful currency of Canada dated as of 14
August 2001, payable on demand and in fully registered form in
the name of the Pledgee; and
(c) a 25% Debenture designated as Series B No. 1 of such Pledgor
in the principal amount of FIVE HUNDRED MILLION DOLLARS
($500,000,000) in lawful currency of Canada dated as of 14
August 2001, payable on demand and in fully registered form in
the name of the Pledgee.
Any reference to the "Debentures" herein shall be interpreted as referring to
"the Debentures or any of them".
Each of the Pledgors jointly and severally agrees with the Pledgee as
follows:
1. In this Pledge Agreement, unless something in the subject matter or
context is inconsistent therewith:
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(a) "SYNDICATED CREDIT AGREEMENT" means the credit agreement dated
for reference 14 August 2001 between the Pledgors and others
as Restricted Parties (as defined therein, each a "RESTRICTED
PARTY"), the Lenders (as defined therein) from time to time
party thereto and the Pledgee, as amended, supplemented,
restated or replaced from time to time. Any reference to the
"Restricted Parties" herein shall be interpreted as referring
to "the Restricted Parties or any of them";
(b) "EVENT OF DEFAULT" means (i) the occurrence of an "event of
default" or a "termination event" as defined in any of the
Secured Agreements or (ii) the occurrence of any event by
which the Obligations Secured (or any of them) have become due
and payable by reason of (1) any default under any of the
Secured Agreements or (2) any demand for payment validly made
by any creditor pursuant to any Secured Agreement which is not
met in accordance with the terms of the demand or within any
applicable grace period;
(c) "PLEDGORS" means any one or more of Norske ▇▇▇▇ Canada Finance
Limited, Norske ▇▇▇▇ Canada Limited, Norske ▇▇▇▇ Canada Pulp
Operations Limited, Norske ▇▇▇▇ Canada Pulp Sales Inc., Norske
▇▇▇▇ Canada Sales Inc., Norske ▇▇▇▇ Paper Company, Norske ▇▇▇▇
Canada (Japan) Ltd., Norske ▇▇▇▇ Pulp Sales (Japan) Ltd., Elk
Falls Pulp and Paper Limited, and NSCL Holdings Inc., jointly
and severally, and "PLEDGOR" means any one of them, and any
reference to the "Pledgors" herein shall be interpreted as
referring to "the Pledgors or any of them";
(d) "OBLIGATIONS SECURED" means, collectively, the obligations
secured by this Pledge Agreement as described in paragraphs 2
and 3 below.
(e) "SECURED AGREEMENTS" means:
(i) the Syndicated Credit Agreement; and
(ii) the agreements under which the Restricted Parties, or
any of them, from time to time owe Other Secured
Obligations (as defined in the Syndicated Credit
Agreement) including all amendments, supplements,
restatements and replacements thereto or thereof from
time to time.
Any reference to the "Secured Agreements" herein shall include
any one or more of them.
(f) "SECURED PARTIES" means:
(i) all persons from time to time being "Lenders" or the
"Agent" as those terms are understood under the
Syndicated Credit Agreement; and
(ii) the Lenders under the Syndicated Credit Agreement to
whom the Restricted Parties, or any of them, from
time to time owe Other Secured Obligations.
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Any reference to the "Secured Parties" herein shall be
interpreted as referring to "the Secured Parties or any of
them".
Capitalized terms that are used but not defined in this Pledge
Agreement have the meanings defined in the Syndicated Credit Agreement.
2. Each Pledgor hereby assigns, pledges and hypothecates to the Pledgee, and
grants to the Pledgee for and on behalf of and for the benefit of the Secured
Parties a security interest in, its Debentures designated as Series A No. 1 and
Series B No. 1 as general and continuing collateral security for the payment and
performance by such Pledgor of all obligations of the Pledgor to the Lenders (as
defined in the Syndicated Credit Agreement) under or in connection with the
Syndicated Credit Agreement, including but not limited to all debts, liabilities
and obligations in any currency, present or future, direct or indirect, absolute
or contingent, ▇▇▇▇▇▇ or inchoate, matured or not, at any time owing by the
Pledgor to the Lenders or remaining unpaid by the Pledgor to the Lenders under
or in connection with the Syndicated Credit Agreement, whether arising from
dealings between the Lenders and the Pledgor or from any other dealings or
proceedings by which the Lenders may be or become in any manner whatever a
creditor of the Pledgor under or in connection with the Syndicated Credit
Agreement, and wherever incurred, and whether incurred by the Pledgor alone or
with another or others under or in connection with the Syndicated Credit
Agreement, and whether as principal or surety (including but not limited to
debts, liabilities and obligations under or in connection with guarantee(s)
delivered by the Pledgor under or in connection with the Syndicated Credit
Agreement), and all interest, commissions, reasonable legal and other costs
(including reasonable legal fees as between a solicitor and its own client),
charges and expenses relating thereto or under or in connection with the
Syndicated Credit Agreement or this Pledge Agreement. In this paragraph, "the
Lenders" shall be interpreted as "the Lenders, or any of them." Notwithstanding
the foregoing description of the obligations secured by the pledge of each
Series A No. 1 Debenture and each Series B No. 1 Debenture, if the Acquisition
is completed, (i) the pledge of each Series A No. 1 Debenture shall only secure
those obligations to the extent that they do not exceed the "Threshold Amount"
as defined in and calculated in accordance with the Syndicated Credit Agreement
and (ii) the pledge of each Series B No. 1 Debenture shall only secure those
obligations to the extent that they do exceed the Threshold Amount.
3. Each Pledgor hereby assigns, pledges and hypothecates to the Pledgee, and
grants to the Pledgee for and on behalf of and for the benefit of the Secured
Parties a security interest in, its Debenture designated as Series A No. 2 as
general and continuing collateral security for the payment and performance by
such Pledgor of all "Other Secured Obligations" of the Pledgor as defined in the
Syndicated Credit Agreement. (For greater certainty, the pledge of each Series A
No. 2 Debenture shall continue to secure the Other Secured Obligations
notwithstanding the termination of the Syndicated Credit Agreement for any
reason.)
4. Notwithstanding that the Debentures are held by the Pledgee as pledgee, the
Pledgors acknowledge that, subject to the provisions of this Pledge Agreement,
the Pledgee shall have and be entitled to exercise all the rights, remedies,
powers, privileges, security and recourses of a holder of the Debentures under
the Trust Deeds in the same manner and to the same extent as though it were the
absolute owner of the Debentures, and that the Trustee under the Trust Deeds
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shall act on the instructions and directions of the Pledgee as the holder of the
Debentures on the basis set forth in the Trust Deeds.
5. Notwithstanding that the Debentures are expressed to be payable on demand,
the Pledgee shall be entitled to demand payment of the Debentures and the
Debentures and the Obligations Secured shall immediately become payable and the
security constituted by the Trust Deeds shall immediately become enforceable
only if an Event of Default occurs, is continuing and has not been waived and as
a result payment or performance of part or all of the Obligations Secured is
required or demanded.
6. The Pledgors shall pay to the Pledgee upon demand the amount of all
reasonable expenses incurred by the Pledgee or the Trustee in recovering any
Obligations Secured or in enforcing this Pledge Agreement or the Trust Deeds
(including reasonable legal expenses on a solicitor and his own client basis and
other expenses) with interest thereon from the date of the incurring of such
expenses at the rate of 3.0% per annum above the prime rate of The
Toronto-Dominion Bank from time to time in effect. For the purposes of this
Pledge Agreement, "PRIME RATE" means the interest rate per annum publicly
announced from time to time by The Toronto-Dominion Bank as being its reference
rate then in effect for determining interest rates on commercial loans in
Canadian dollars made by it in Canada.
7. Notwithstanding the terms of the Debentures relating to interest, interest
shall not be calculated or payable at a rate greater than that provided for in
connection with the Obligations Secured in the Secured Agreements.
8. If the Debentures and the Obligations Secured become payable and the security
constituted by the Trust Deeds becomes enforceable in accordance with paragraph
5 above, the Pledgee, without notice, advertisement, demand for payment or any
other formality (all of which are hereby waived by the Pledgors), (and without
limiting the Pledgee's right referred to in paragraph 4 above) may retain or,
subject to paragraph 10 hereof, sell by public or private sale or otherwise deal
with the Debentures in such manner as the Pledgee thinks fit and the Pledgee may
hold the proceeds in lieu of the Debentures if realized and appropriate the
proceeds on account of all or any of the Obligations Secured as the Pledgee
thinks fit.
9. The security constituted by this Pledge Agreement shall not be considered as
satisfied or discharged by any intermediate payment of the whole or part of the
Obligations Secured but shall constitute and be a continuing security for a
current or running account and shall be in addition to and not in substitution
for any other security now or hereafter held to secure the Obligations Secured.
The remedies of the Pledgee under this Pledge Agreement may be exercised from
time to time separately or in combination and are in addition to and not in
substitution for any other rights of the Pledgee however created. The Pledgee
may grant extensions of time or other indulgences, take and give up securities,
accept compositions from and grant releases and discharges to the Pledgors and
otherwise deal with the Pledgors and with the other parties, guarantors,
sureties or securities held by the Trustee or the Pledgee as security for the
Obligations Secured, all as the Trustee or the Pledgee may see fit without
prejudices to the rights of the Pledgee hereunder.
- 4 -
10. The Pledgee acknowledges that the Debentures have been executed and
delivered subject to this Pledge Agreement and as collateral security for the
Obligations Secured and, accordingly, agrees that, in any realization proceeding
in respect of the Debentures or the Trust Deeds, the Pledgee shall not claim and
the Pledgors shall not be liable to pay the Pledgee or any subsequent holder of
the Debentures any greater amount than the Obligations Secured and the Pledgee
shall only be entitled to sell, assign, transfer or otherwise deal with the
Debentures subject to and together with this Pledge Agreement and upon any
assignee or transferee acknowledging and agreeing in writing that it shall be
bound by the provisions of this Pledge Agreement as Pledgee.
11. This Pledge Agreement shall be construed in accordance with the laws of the
Province of British Columbia and the laws of Canada applicable in such Province
and shall be treated in all respects as a British Columbia contract. The parties
hereto irrevocably submit to the non-exclusive jurisdiction of the courts of the
Province of British Columbia and all courts competent to hear appeals therefrom.
12. This Pledge Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and, with respect to the Pledgee,
its assigns. The Pledgee may only assign its interest in this Pledge Agreement
in accordance with its right to assign its interest in the Syndicated Credit
Agreement and upon the assignee agreeing in writing that it shall be bound by
the provisions of this Pledge Agreement as Pledgee. None of the Pledgors may
assign any benefit or obligation under this Pledge Agreement.
13. This Pledge Agreement may be executed in any number of counterparts, each of
which when executed and delivered shall be deemed to be an original, and such
counterparts together shall constitute one and the same agreement. For the
purposes of this paragraph, the delivery of a facsimile copy of an executed
counterpart of this Pledge Agreement shall be deemed to be valid execution and
delivery of this Pledge Agreement, but each Pledgor delivering a facsimile copy
shall deliver the original executed counterpart of this Pledge Agreement as soon
as possible after delivering the facsimile copy.
14. This Pledge Agreement may be referred to as being dated 14 August 2001 or as
of 14 August 2001, notwithstanding the actual date of execution.
IN WITNESS WHEREOF the corporate seal of each of the Pledgors (other
than Norske ▇▇▇▇ Canada (Japan) Ltd. and Norske ▇▇▇▇ Pulp Sales (Japan) Ltd.)
has been affixed in the presence of, and this Pledge Agreement has been executed
by, its duly authorized officer(s) or director(s), executing in such capacity
and not in their personal capacity, as of the date first set forth above.
NORSKE ▇▇▇▇ CANADA FINANCE LIMITED
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Secretary
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NORSKE ▇▇▇▇ CANADA LIMITED
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇,
Treasurer Controller
By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Vice-President, Finance
NORSKE ▇▇▇▇ CANADA PULP OPERATIONS LIMITED
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Vice-President, Finance
NORSKE ▇▇▇▇ CANADA PULP SALES INC.
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Vice-President, Finance
NORSKE ▇▇▇▇ CANADA SALES INC.
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Vice-President, Finance
NORSKE ▇▇▇▇ PAPER COMPANY
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Vice-President, Finance
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NORSKE ▇▇▇▇ CANADA (JAPAN) LTD.
By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Director
NORSKE ▇▇▇▇ PULP SALES (JAPAN) LTD.
By: /s/ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇,
Director
ELK FALLS PULP AND PAPER LIMITED
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
President
NSCL HOLDINGS INC.
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Vice-President, Finance
Acknowledged and agreed to as of the date first set forth above.
THE TORONTO-DOMINION BANK,
as Agent
By: /s/ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
- 7 -
By:
---------------------------------
Name:
Title:
- 8 -
OMNIBUS PLEDGE AGREEMENT
TO: THE TORONTO-DOMINION BANK in its capacity as administrative agent
for and on behalf of and for the benefit of the Secured Parties
(as defined below)
Corporate and Investment Banking
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ West, 38th Floor
Toronto-Dominion Bank Tower
Toronto, Ontario
M5K 1A2
(the "PLEDGEE")
DATED for reference 1 September 2001.
Each Pledgor refers to its Trust Deed dated for reference 1 September
2001 (together with any additional security relating thereto, each referred to
herein as a "TRUST DEED" and collectively as the "TRUST DEEDS") executed by such
Pledgor in favour of The Canada Trust Company, as Trustee (the "TRUSTEE").
Each Pledgor also refers to the following debentures (each, a
"DEBENTURE", collectively, the "DEBENTURES") which each has issued under, and
which are secured by its Trust Deed:
(a) a 25% Debenture designated as Series A No. 1 of such Pledgor
in the principal amount of ONE BILLION DOLLARS
($1,000,000,000) in lawful currency of Canada dated as of 1
September 2001, payable on demand and in fully registered form
in the name of the Pledgee;
(b) a 25% Debenture designated as Series A No. 2 of such Pledgor
in the principal amount of ONE BILLION DOLLARS
($1,000,000,000) in lawful currency of Canada dated as of 1
September 2001, payable on demand and in fully registered form
in the name of the Pledgee; and
(c) a 25% Debenture designated as Series B No. 1 of such Pledgor
in the principal amount of FIVE HUNDRED MILLION DOLLARS
($500,000,000) in lawful currency of Canada dated as of 1
September 2001, payable on demand and in fully registered form
in the name of the Pledgee.
Any reference to the "Debentures" herein shall be interpreted as referring to
"the Debentures or any of them".
Each of the Pledgors jointly and severally agrees with the Pledgee as
follows:
1. In this Pledge Agreement, unless something in the subject matter or context
is inconsistent therewith:
- 1 -
(a) "SYNDICATED CREDIT AGREEMENT" means the credit agreement dated
for reference 14 August 2001 between Norske ▇▇▇▇ Canada
Finance Limited and others as Restricted Parties (as defined
therein, each a "RESTRICTED PARTY"), the Lenders (as defined
therein) from time to time party thereto and the Pledgee, as
amended, supplemented, restated or replaced from time to time,
including as supplemented by the Supplement to Credit
Agreement dated 1 September 2001 between the Pledgee and the
Pledgors whereby the Pledgors became Restricted Parties. Any
reference to the "Restricted Parties" herein shall be
interpreted as referring to "the Restricted Parties or any of
them";
(b) "EVENT OF DEFAULT" means (i) the occurrence of an "event of
default" or a "termination event" as defined in any of the
Secured Agreements or (ii) the occurrence of any event by
which the Obligations Secured (or any of them) have become due
and payable by reason of (1) any default under any of the
Secured Agreements or (2) any demand for payment validly made
by any creditor pursuant to any Secured Agreement which is not
met in accordance with the terms of the demand or within any
applicable grace period;
(c) "PLEDGORS" means any one or more of Pacifica Papers Sales
Ltd., Pacifica Papers Sales Inc., Pacifica Papers K.K.,
Pacifica Papers U.S. Inc., Pacifica Poplars Ltd., Pacifica
Poplars Inc., and Pacifica Papers Co. Limited Partnership,
jointly and severally, and "PLEDGOR" means any one of them,
and any reference to the "Pledgors" herein shall be
interpreted as referring to "the Pledgors or any of them";
(d) "OBLIGATIONS SECURED" means, collectively, the obligations
secured by this Pledge Agreement as described in paragraphs 2
and 3 below.
(e) "SECURED AGREEMENTS" means:
(i) the Syndicated Credit Agreement; and
(ii) the agreements under which the Restricted Parties, or
any of them, from time to time owe Other Secured
Obligations (as defined in the Syndicated Credit
Agreement) including all amendments, supplements,
restatements and replacements thereto or thereof from
time to time.
Any reference to the "Secured Agreements" herein shall include
any one or more of them.
(f) "SECURED PARTIES" means:
(i) all persons from time to time being "Lenders" or the
"Agent" as those terms are understood under the
Syndicated Credit Agreement; and
- 2 -
(ii) the Lenders under the Syndicated Credit Agreement to
whom the Restricted Parties, or any of them, from
time to time owe Other Secured Obligations.
Any reference to the "Secured Parties" herein shall be
interpreted as referring to "the Secured Parties or any of
them".
Capitalized terms that are used but not defined in this Pledge
Agreement have the meanings defined in the Syndicated Credit Agreement.
2. Each Pledgor hereby assigns, pledges and hypothecates to the Pledgee, and
grants to the Pledgee for and on behalf of and for the benefit of the Secured
Parties a security interest in, its Debentures designated as Series A No. 1 and
Series B No. 1 as general and continuing collateral security for the payment and
performance by such Pledgor of all obligations of the Pledgor to the Lenders (as
defined in the Syndicated Credit Agreement) under or in connection with the
Syndicated Credit Agreement, including but not limited to all debts, liabilities
and obligations in any currency, present or future, direct or indirect, absolute
or contingent, ▇▇▇▇▇▇ or inchoate, matured or not, at any time owing by the
Pledgor to the Lenders or remaining unpaid by the Pledgor to the Lenders under
or in connection with the Syndicated Credit Agreement, whether arising from
dealings between the Lenders and the Pledgor or from any other dealings or
proceedings by which the Lenders may be or become in any manner whatever a
creditor of the Pledgor under or in connection with the Syndicated Credit
Agreement, and wherever incurred, and whether incurred by the Pledgor alone or
with another or others under or in connection with the Syndicated Credit
Agreement, and whether as principal or surety (including but not limited to
debts, liabilities and obligations under or in connection with guarantee(s)
delivered by the Pledgor under or in connection with the Syndicated Credit
Agreement), and all interest, commissions, reasonable legal and other costs
(including reasonable legal fees as between a solicitor and its own client),
charges and expenses relating thereto or under or in connection with the
Syndicated Credit Agreement or this Pledge Agreement. In this paragraph, "the
Lenders" shall be interpreted as "the Lenders, or any of them." Notwithstanding
the foregoing description of the obligations secured by the pledge of each
Series A No. 1 Debenture and each Series B No. 1 Debenture, if the Acquisition
is completed, (i) the pledge of each Series A No. 1 Debenture shall only secure
those obligations to the extent that they do not exceed the "Threshold Amount"
as defined in and calculated in accordance with the Syndicated Credit Agreement
and (ii) the pledge of each Series B No. 1 Debenture shall only secure those
obligations to the extent that they do exceed the Threshold Amount.
3. Each Pledgor hereby assigns, pledges and hypothecates to the Pledgee, and
grants to the Pledgee for and on behalf of and for the benefit of the Secured
Parties a security interest in, its Debenture designated as Series A No. 2 as
general and continuing collateral security for the payment and performance by
such Pledgor of all "Other Secured Obligations" of the Pledgor as defined in the
Syndicated Credit Agreement. (For greater certainty, the pledge of each Series A
No. 2 Debenture shall continue to secure the Other Secured Obligations
notwithstanding the termination of the Syndicated Credit Agreement for any
reason.)
- 3 -
4. Notwithstanding that the Debentures are held by the Pledgee as pledgee, the
Pledgors acknowledge that, subject to the provisions of this Pledge Agreement,
the Pledgee shall have and be entitled to exercise all the rights, remedies,
powers, privileges, security and recourses of a holder of the Debentures under
the Trust Deeds in the same manner and to the same extent as though it were the
absolute owner of the Debentures, and that the Trustee under the Trust Deeds
shall act on the instructions and directions of the Pledgee as the holder of the
Debentures on the basis set forth in the Trust Deeds.
5. Notwithstanding that the Debentures are expressed to be payable on demand,
the Pledgee shall be entitled to demand payment of the Debentures and the
Debentures and the Obligations Secured shall immediately become payable and the
security constituted by the Trust Deeds shall immediately become enforceable
only if an Event of Default occurs, is continuing and has not been waived and as
a result payment or performance of part or all of the Obligations Secured is
required or demanded.
6. The Pledgors shall pay to the Pledgee upon demand the amount of all
reasonable expenses incurred by the Pledgee or the Trustee in recovering any
Obligations Secured or in enforcing this Pledge Agreement or the Trust Deeds
(including reasonable legal expenses on a solicitor and his own client basis and
other expenses) with interest thereon from the date of the incurring of such
expenses at the rate of 3.0% per annum above the prime rate of The
Toronto-Dominion Bank from time to time in effect. For the purposes of this
Pledge Agreement, "PRIME RATE" means the interest rate per annum publicly
announced from time to time by The Toronto-Dominion Bank as being its reference
rate then in effect for determining interest rates on commercial loans in
Canadian dollars made by it in Canada.
7. Notwithstanding the terms of the Debentures relating to interest, interest
shall not be calculated or payable at a rate greater than that provided for in
connection with the Obligations Secured in the Secured Agreements.
8. If the Debentures and the Obligations Secured become payable and the security
constituted by the Trust Deeds becomes enforceable in accordance with paragraph
5 above, the Pledgee, without notice, advertisement, demand for payment or any
other formality (all of which are hereby waived by the Pledgors), (and without
limiting the Pledgee's right referred to in paragraph 4 above) may retain or,
subject to paragraph 10 hereof, sell by public or private sale or otherwise deal
with the Debentures in such manner as the Pledgee thinks fit and the Pledgee may
hold the proceeds in lieu of the Debentures if realized and appropriate the
proceeds on account of all or any of the Obligations Secured as the Pledgee
thinks fit.
9. The security constituted by this Pledge Agreement shall not be considered as
satisfied or discharged by any intermediate payment of the whole or part of the
Obligations Secured but shall constitute and be a continuing security for a
current or running account and shall be in addition to and not in substitution
for any other security now or hereafter held to secure the Obligations Secured.
The remedies of the Pledgee under this Pledge Agreement may be exercised from
time to time separately or in combination and are in addition to and not in
substitution for any other rights of the Pledgee however created. The Pledgee
may grant extensions of time or other indulgences, take and give up securities,
accept compositions from and grant releases and
- 4 -
discharges to the Pledgors and otherwise deal with the Pledgors and with the
other parties, guarantors, sureties or securities held by the Trustee or the
Pledgee as security for the Obligations Secured, all as the Trustee or the
Pledgee may see fit without prejudices to the rights of the Pledgee hereunder.
10. The Pledgee acknowledges that the Debentures have been executed and
delivered subject to this Pledge Agreement and as collateral security for the
Obligations Secured and, accordingly, agrees that, in any realization proceeding
in respect of the Debentures or the Trust Deeds, the Pledgee shall not claim and
the Pledgors shall not be liable to pay the Pledgee or any subsequent holder of
the Debentures any greater amount than the Obligations Secured and the Pledgee
shall only be entitled to sell, assign, transfer or otherwise deal with the
Debentures subject to and together with this Pledge Agreement and upon any
assignee or transferee acknowledging and agreeing in writing that it shall be
bound by the provisions of this Pledge Agreement as Pledgee.
11. This Pledge Agreement shall be construed in accordance with the laws of the
Province of British Columbia and the laws of Canada applicable in such Province
and shall be treated in all respects as a British Columbia contract. The parties
hereto irrevocably submit to the non-exclusive jurisdiction of the courts of the
Province of British Columbia and all courts competent to hear appeals therefrom.
12. This Pledge Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and, with respect to the Pledgee,
its assigns. The Pledgee may only assign its interest in this Pledge Agreement
in accordance with its right to assign its interest in the Syndicated Credit
Agreement and upon the assignee agreeing in writing that it shall be bound by
the provisions of this Pledge Agreement as Pledgee. None of the Pledgors may
assign any benefit or obligation under this Pledge Agreement.
13. This Pledge Agreement may be executed in any number of counterparts, each of
which when executed and delivered shall be deemed to be an original, and such
counterparts together shall constitute one and the same agreement. For the
purposes of this paragraph, the delivery of a facsimile copy of an executed
counterpart of this Pledge Agreement shall be deemed to be valid execution and
delivery of this Pledge Agreement, but each Pledgor delivering a facsimile copy
shall deliver the original executed counterpart of this Pledge Agreement as soon
as possible after delivering the facsimile copy.
14. This Pledge Agreement may be referred to as being dated 1 September 2001 or
as of 1 September 2001, notwithstanding the actual date of execution.
IN WITNESS WHEREOF the corporate seal of each of the Pledgors (other
than Pacifica Papers K.K. and Norske ▇▇▇▇ Canada Limited in its capacity as
general partner of Pacifica Papers Co. Limited Partnership) has been affixed in
the presence of, and this Pledge Agreement has been executed by, its duly
authorized officer(s) or director(s), executing in such capacity and not in
their personal capacity, as of the date first set forth above.
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PACIFICA PAPERS SALES LTD.
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Vice-President, Finance, Chief Financial
Officer and Secretary
- 6 -
PACIFICA PAPERS SALES INC.
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Secretary
PACIFICA PAPERS K.K.
By: /s/ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Director
PACIFICA PAPERS U.S. INC.
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Secretary
PACIFICA POPLARS LTD.
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Vice-President, Finance, Chief Financial
Officer and Secretary
PACIFICA POPLARS INC.
c/s
By: /s/ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Secretary
- 7 -
PACIFICA PAPERS CO. LIMITED PARTNERSHIP
By its General Partner:
NORSKE ▇▇▇▇ CANADA LIMITED
By: /s/ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Vice-President, Finance, Chief Financial
Officer and Secretary
By: /s/ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Treasurer
Acknowledged and agreed to as of the date first set forth above.
THE TORONTO-DOMINION BANK,
as Agent
By: /s/ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By:
---------------------------------
Name:
Title:
- 8 -