Exhibit 2.2
SUPPLEMENT TO THE ASSET PURCHASE AGREEMENT
Supplement to Asset Purchase Agreement dated as of July 31, 2023 (this “Supplement”) between Thunder Bay Pulp and Paper Inc. (the “Purchaser”) and Resolute FP Canada Inc. (the “Seller”).
RECITALS:
NOW, THEREFORE, in consideration of the foregoing, and the respective covenants, agreements, representations and warranties of the Parties contained herein and for other good and valuable consideration (the receipt and adequacy of which are acknowledged), the Parties hereby agree as follows:
INTERPRETATION
Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement. As used in this Supplement, the following terms have the following meanings:
Any reference in the Purchase Agreement to the Agreement and any reference in this Supplement to the Purchase Agreement shall be deemed to refer to the Purchase Agreement as supplemented herein and the words “Article”, “Section” or “Exhibit” as used in the Purchase Agreement or in this Supplement with reference to the Purchase Agreement, shall be deemed to refer to such Article of, Section of or Exhibit to the Purchase Agreement, as supplemented herein.
Supplements
In furtherance and without limiting the application of the provision of Section 2.14(2) of the Purchase Agreement, with respect to the period from and as of the Closing until such time as (a) the Purchaser has fully and finally completed the Market Participation and Facility Registration, and (b) evidence of replacement of the IESO LC and unconditional and irrevocable release releasing the Seller and its Affiliates from the IESO LC have been delivered to the Seller, the Parties agree as follows:
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GENERAL
This Supplement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in such province. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto in connection with any Legal Proceeding arising out of or relating to this Supplement and waives objection to the venue of any Legal Proceeding in such court or that such court provides an inconvenient forum.
This Supplement may be executed in any number of counterparts (including counterparts by PDF) and all such counterparts taken together shall be deemed to constitute one and the same instrument.
This Supplement may only be amended, supplemented or otherwise modified by written agreement signed by the Parties.
The Purchase Agreement, as supplemented by this Supplement, shall continue in full force and effect.
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[Signature page follows]
IN WITNESS WHEREOF the Parties have executed this Supplement as of the date first written above.
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| THUNDER BAY PULP AND PAPER INC. | |
Per: |
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| Name: Daniel Merriam | ||
| Title: Vice-President |
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| RESOLUTE FP CANADA INC. | |
Per: |
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| Name: Sylvain A. Girard | ||
| Title: Vice President and Chief Financial Officer |
[Signature Page – Supplement to the Asset Purchase Agreement]