Supplemental Indenture, dated as of January 12, 2018 (to the Indenture dated as of May 8, 2013), by and among Resolute Forest Products Inc., certain subsidiary guarantors and Wells Fargo Bank, N.A., as trustee

EXHIBIT 10.1

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 12, 2018, among Resolute Forest Products Inc., a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the indenture referred to below.

WHEREAS the Issuer, the Guarantors and the Trustee have heretofore executed an indenture, dated as of May 8, 2013, as supplemented by the First Supplemental Indenture, dated as of November 30, 2015 and the Second Supplemental Indenture, dated as of April 25, 2016 (as so supplemented, the “Indenture”), providing for the issuance of the Issuer’s 5.875% Senior Notes Due 2023 (the “Notes”), pursuant to which an aggregate principal amount of approximately $600,000,000 of Notes have been validly issued and are outstanding as of the date hereof;

WHEREAS, Section 9.02 of the Indenture provides that the Issuer and the Trustee may amend the Indenture with the written consent of the holder or holders of a majority in aggregate principal amount of the outstanding Notes (including consents obtained in connection with a tender offer or exchange for the Notes) (the “Requisite Consents”);

WHEREAS, pursuant to a written consent, dated as of December 20, 2017, between a Holder of a majority in aggregate principal amount of the outstanding Notes and the Issuer (the “Consent”), a majority in principal amount of the outstanding Notes have validly provided consents and not validly revoked their consents to the adoption of the amendments to the Indenture and the Notes specified below and thus the Requisite Consents have been received;

WHEREAS, this Supplemental Indenture has not resulted in a material modification of the notes previously issued under the Indenture for Foreign Account Tax Compliance Act (FATCA) purposes;

WHEREAS, having received the Requisite Consents from the holders of the outstanding Notes, pursuant to Section 9.02 of the Indenture, the Issuer and the Trustee desire to amend the Indenture;

WHEREAS, the Issuer has delivered to the Trustee, in accordance with Section 9.06 of the Indenture, (i) an Officer’s Certificate and (ii) an Opinion of Counsel stating that the execution of this Supplemental Indenture is authorized or permitted by the Indenture; and

WHEREAS, the Issuer has requested that the Trustee execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.    Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the

term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2.    Effectiveness. This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Issuer and the Trustee, but the amendment to the Indenture set forth in Section 3 shall not become operative until the “Consent Consideration” (as defined in the Consent) has been paid to all Holders. If such amendment has not become operative by January 12, 2018, this Supplemental Indenture shall cease to be effective and shall have no further force or effect.

3.    Amendment. The definition of “Subsidiary” in Section 1.01 of the Indenture is amended as by adding the following text immediately prior to the period at the end of such definition:

“; provided, however, that notwithstanding the foregoing, “Subsidiary” shall not include direct or indirect subsidiaries of the Company that have a “de minimis” value as described below and are designated by the Board of Directors as having a “de minimis” value. A subsidiary may be designated as having a “de minimis value” if both the following conditions are met: (i) its market value is less than 0.25% of the consolidated total assets of the Company and its subsidiaries (as determined in accordance with Applicable Accounting Standards) as of the most recently completed fiscal quarter for which internal financial statements are available (it being understood that a negative value shall be deemed to comply with the foregoing clause) and (ii) the aggregate market value of subsidiaries which, at the time of such proposed subsidiary designation, have been designated as having and continue to have “de minimis” value, including the subsidiary to be designated, is less than 0.50% of the consolidated total assets of the Company and its subsidiaries (as determined in accordance with Applicable Accounting Standards) as of the most recently completed fiscal quarter for which internal financial statements are available. For purposes of the foregoing sentence, “market value” shall be determined in good faith by the Board of Directors, which determination may be based on the valuation opinion of a reputable investment bank, valuation firm or accounting firm. At any time that a subsidiary that has been designated as having a “de minimis” value ceases to satisfy the requirements for such designation, such subsidiary shall again be a Subsidiary of the Company.”

4.     Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

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5.    Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES INSOFAR AS SUCH PRINCIPLES WOULD DEFER TO THE SUBSTANTIVE LAWS OF SOME OTHER JURISDICTION

6.    Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or with respect to the Consent.

7.    Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Signatures of the parties hereto transmitted by facsimile or PDF may be used in lieu of the originals shall be deemed to be their original signatures for all purposes.

8.    Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

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IN WITNESS WHEREOF, the parties have caused this Third Supplemental Indenture to be duly executed as of the date first written above.

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