Waiver and Amendment No. 3



 Exhibit 10.4 
 Execution Version 
 WAIVER AND AMENDMENT NO. 3 

WAIVER AND AMENDMENT NO. 3 (this “Amendment”), dated as of March 21, 2012, under and to the ABL Credit Agreement
dated as of December 9, 2010 (as heretofore amended, the “Credit Agreement”) among AbitibiBowater Inc., a Delaware corporation (“AbitibiBowater”), the Subsidiaries of AbitibiBowater party thereto (together with
AbitibiBowater, collectively, the “Borrowers”), the Lenders party thereto from time to time and Citibank, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent. 

WHEREAS, AbitibiBowater has advised the Administrative Agent and the Lenders that it may acquire all or a portion of the outstanding
common shares of Fibrek Inc., a Canadian corporation listed on the Toronto Stock Exchange (“Fibrek” and, together with its Subsidiaries, the “Fibrek Group Members”); and 

WHEREAS, the Borrowers have requested that the Lenders (i) waive certain Events of Default that may arise under
Section 11.01(f) of the Credit Agreement and (ii) make certain amendments to the Credit Agreement; 
 NOW THEREFORE,
the parties hereto agree as follows: 
 Section 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each
other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. 

Section 2. Limited Waiver. The Lenders hereby waive (the “Waiver”) any Event of Default which may arise
under Section 11.01(f) of the Credit Agreement, solely to the extent that the Indebtedness that would give rise to such Event of Default is Indebtedness of Fibrek Group Members (any such Indebtedness that would give rise to such an Event of
Default, “Applicable Fibrek Indebtedness”); provided, that the Waiver shall automatically expire and cease to be effective on the earliest of (x) the occurrence of any date on which the sum of (i) the aggregate
amount of cash and Permitted Investments held by the Loan Parties plus (ii) Excess Availability shall be less than the aggregate outstanding principal amount of all Applicable Fibrek Indebtedness, (y) the date which is 180 days
after the date on which Fibrek first becomes a Subsidiary of AbitibiBowater and (z) October 31, 2012. The Waiver shall be limited precisely as written, and shall not extend to any other Default or Event of Default under any other provision
of the Credit Agreement or to any Default or Event of Default which may exist (including under Section 11.01(f) of the Credit Agreement) after the expiration of this Waiver. For the avoidance of doubt, any default or other circumstance that may
exist under or with respect to Indebtedness of any Person that is not a Fibrek Group Member shall not be subject to the Waiver. 







 Section 3. Amendments to the Credit Agreement. The Credit Agreement is hereby
amended as follows: 
 (a) Clause (a) of the definition of “U.S. Subsidiary Guarantors” in
Section 1.01 of the Credit Agreement is amended by inserting “(other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary)” immediately following “Domestic Subsidiary”. 

(b) Section 9.09(b) of the Credit Agreement is amended by inserting “(other than a Domestic Subsidiary that is a
Subsidiary of a Foreign Subsidiary)” immediately following “Domestic Subsidiary” in clauses (i) and (ii) thereof. 
 (c) Section 10.01(i) of the Credit Agreement is amended by replacing “$100,000,000” with “$160,000,000”. 

(d) Section 10.02 of the Credit Agreement is amended by (A) deleting “and” at the end of clause (xix),
(B) deleting “.” at the end of clause (xx) and replacing it with “; and” and (C) inserting a new clause (xxi) as follows: 

“(xxi) Liens in favor of a Loan Party securing Indebtedness permitted under Section 10.01(c) and which, if on
assets of a Loan Party, have been subordinated to the Liens of the Collateral Agent on terms reasonably satisfactory to the Collateral Agent.” 
 Section 4. Representations of the Borrowers. Each of the Borrowers represents and warrants that (a) the representations and warranties of the Borrowers set forth in Section 8 of the
Credit Agreement and in the Loan Documents will be true and correct in all material respects on and as of the Amendment Effective Date (as defined below) with the same effect as though such representations and warranties had been made on and as of
the Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified
date and (y) any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such date) and (b) no Default or Event of
Default will have occurred and be continuing on the Effective Date. 
 Section 5. Counterparts. This Amendment may
be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.
Delivery of an executed counterpart hereof by facsimile or electronic transmission shall be as effective as delivery of an original executed counterpart hereof. 
 Section 6. Effectiveness. This Amendment shall become effective on the date when the following conditions have been met (the “Amendment Effective Date”): 







 (a) The Administrative Agent shall have received from each of the Loan
Parties and the Lenders party hereto, which Lenders constitute the Required Lenders, (i) a counterpart hereof signed by such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic
transmission) that such party has signed a counterpart of this Amendment; and 
 (b) The Administrative Agent
shall have received (i) for the account of each Lender consenting hereto on or prior to such date, a consent fee in an amount equal to 0.025% of the sum of (A) such Lender’s U.S. Facility Commitment plus (B) such Lender’s
Canadian Facility Commitment, in each case as of the Amendment Effective Date and (ii) all out-of-pocket costs and expenses required to be paid by the Borrowers pursuant to Section 13.01 of the Credit Agreement for which invoices have been
presented not later than the Business Day preceding the Amendment Effective Date. 
 Section 7. Reference To and Effect
Upon the Loan Documents. 
 (a) Except as expressly set forth herein, all terms, conditions, covenants,
representations and warranties contained in the Credit Agreement and the other Loan Documents and all rights of the Agents, the Issuing Lenders, the Swingline Lenders and the Lenders and all obligations of the Loan Parties, shall remain in full
force and effect. The Loan Parties hereby confirm that the Credit Agreement and the other Loan Documents are in full force and effect. 
 (b) This Amendment shall constitute a Loan Document for all purposes of the Loan Documents. 
 Section 8. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 

[Signature Pages Follow] 







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

			
	LOAN PARTIES:
	
	ABITIBIBOWATER INC.
		
	By:	 	 /s/ Jo-Ann Longworth

	Name:	 	Jo-Ann Longworth
	Title:	 	Senior Vice President and Chief Financial Officer
	
	 ABIBOW US INC., as successor to Bowater Incorporated, as a U.S. Borrower

		
	By:	 	 /s/ Jo-Ann Longworth

	Name:	 	Jo-Ann Longworth
	Title:	 	Vice President and Chief Financial Officer
	
	 ABIBOW RECYCLING LLC, as successor to Abitibi-Consolidated Corp., as a U.S. Borrower

		
	By:	 	 /s/ Jo-Ann Longworth

	Name:	 	Jo-Ann Longworth
	Title:	 	Senior Vice President and Chief Financial Officer
	
	 ABIBOW CANADA INC., as successor to Abitibi-Consolidated Inc., as a Canadian Borrower

		
	By:	 	 /s/ Jo-Ann Longworth

	Name:	 	Jo-Ann Longworth
	Title:	 	Vice President and Chief Financial Officer


 [Signature page to Waiver and Amendment No. 3] 








											
	ABITIBI CONSOLIDATED SALES LLC
		
	By:	 	AbitibiBowater, Inc., its sole member
			
		 	By:	 	 /s/ Jo-Ann Longworth

		 	Name:	 	Jo-Ann Longworth
		 	Title:	 	 Senior Vice President and
 Chief Financial Officer



  

											
	AUGUSTA NEWSPRINT COMPANY LLC
		
	By:	 	Abitibi Consolidated Sales LLC, its Manager
			
		 	By:	 	AbitibiBowater, Inc., its sole member
				
		 		 	By:	 	 /s/ Jo-Ann Longworth

		 		 	Name:	 	Jo-Ann Longworth
		 		 	Title:	 	 Senior Vice President and
 Chief Financial Officer



  

											
	AUGUSTA NEWSPRINT HOLDING LLC
		
	By:	 	Abitibi Consolidated Sales LLC, its Member
			
		 	By:	 	AbitibiBowater, Inc., its sole member
				
		 		 	By:	 	 /s/ Jo-Ann Longworth

		 		 	Name:	 	Jo-Ann Longworth
		 		 	Title:	 	 Senior Vice President and
 Chief Financial Officer



  

											
	BOWATER NEWSPRINT SOUTH LLC
		
	By:	 	 /s/ Jo-Ann Longworth

	Name:	 	Jo-Ann Longworth
	Title:	 	Manager


 [Signature page to Waiver and Amendment No. 3] 







 
			
	 BOWATER NEWSPRINT SOUTH LLC

BOWATER NUWAY MID-STATES INC.

DONOHUE CORP.
 LAKE SUPERIOR FOREST PRODUCTS INC.
 ABITIBIBOWATER CANADA
INC.
 BOWATER CANADIAN LIMITED

BOWATER LAHAVE CORPORATION

		
	By:	 	 /s/ Jo-Ann Longworth

	Name:	 	Jo-Ann Longworth
	Title:	 	Vice President and Chief Financial Officer


 [Signature page to Waiver and Amendment No. 3] 








			
	 LENDERS:

	
	 CITIBANK, N.A., as Administrative
Agent and Lender

		
	 By:
	 	 /s/ Thomas Halsch

	 Name:
	 	Thomas Halsch
	 Title:
	 	Vice President
	
	 CITIBANK, N.A., Canadian Branch, as Lender

		
	 By:
	 	 /s/ Isabelle Cote

	 Name:
	 	Isabelle Cote
	 Title:
	 	Authorized Officer
	
	 Barclays Bank PLC, as Lender

		
	 By:
	 	 /s/ Lisa Minigh

	 Name:
	 	Lisa Minigh
	 Title:
	 	Assistant Vice President
	
	 JP MORGAN CHASE BANK, N.A., as Lender

		
	 By:
	 	 /s/ Peter S. Predun

	 Name:
	 	Peter S. Predun
	 Title:
	 	Executive Director
	
	 Wells Fargo Capital Finance, LLC, as Lender

		
	 By:
	 	 /s/ David Klagos

	 Name:
	 	David Klagos
	 Title:
	 	Vice President
	
	 Wells Fargo Capital Finance Corporation
Canada, as Lender

		
	 By:
	 	 /s/ Raymond Eghobamien

	 Name:
	 	Raymond Eghobamien
	 Title:
	 	Vice President


 [Signature page to Waiver and Amendment No. 3] 







 
			
	 Bank of Montreal, as a U.S. Lender

		
	 By:
	 	 /s/ William J. Kennedy

	Name:	 	William J. Kennedy
	Title:	 	Vice President
	
	 Bank of Montreal, as a Canadian Lender

		
	 By:
	 	 /s/ Sean P. Gallaway

	Name:	 	Sean P. Gallaway
	Title:	 	Vice President
	
	 CIBC Inc., as Lender

		
	 By:
	 	 /s/ Dominic Sorresso

	Name:	 	Dominic Sorresso
	Title:	 	Executive Director
		
	By:	 	 /s/ Eoin Roche

	Name:	 	Eoin Roche
	Title:	 	Executive Director
	
	 Canadian Imperial Bank of Commerce, as Lender

		
	 By:
	 	 /s/ Deepak Dave

	Name:	 	Deepak Dave
	Title:	 	Director
		
	By:	 	 /s/ Peter Rawlins

	Name:	 	Peter Rawlins
	Title:	 	Executive Director


 [Signature page to Waiver and Amendment No. 3] 







 
			
	EXPORT DEVELOPMENT CANADA
		
	By:	 	 /s/ Talal M. Kairouz

	Name:	 	Talal M. Kairouz
	Title:	 	Senior Asset Manager
		
	By:	 	 /s/ Shaun Enright

	Name:	 	Shaun Enright
	Title:	 	Sr. Asset Manager
	
	THE BANK OF NOVA SCOTIA, as Lender
		
	By:	 	 /s/ Denis Lapalme

	Name:	 	Denis Lapalme
	Title:	 	Director
		
	By:	 	 /s/ David R. Loewen

	Name:	 	David R. Loewen
	Title:	 	Director
	
	Siemens Financial Services, Inc., as Lender
		
	By:	 	 /s/ John Finone

	Name:	 	John Finone
	Title:	 	Vice President
		
	By:	 	 /s/ April Greaves-Bryan

	Name:	 	April Greaves-Bryan
	Title:	 	Vice President
	
	ROYAL BANK OF CANADA, as Lender
		
	By:	 	 /s/ Robert Kizell

	Name:	 	Robert Kizell
	Title:	 	Attorney in Fact
		
	By:	 	 /s/ Michael Petersen

	Name:	 	Michael Petersen
	Title:	 	Attorney in Fact