Exhibit 10.44



 





EXHIBIT
10.44




SECOND AMENDING AGREEMENT dated as of November 24, 2006




	 	 	 
	BETWEEN:

	 	ABITIBI-CONSOLIDATED INC., 
(“ACI”)
	 
	 	 
	AND:

	 	ABITIBI-CONSOLIDATED COMPANY OF CANADA,

(collectively, the “Borrowers”)
	 
	 	 
	AND:

	 	THE LENDERS PARTY TO THE CREDIT AGREEMENT REFERRED TO BELOW,
(collectively, the “Lenders”)
	 
	 	 
	AND:

	 	CANADIAN IMPERIAL BANK OF COMMERCE,
(the “Agent”)






Recitals





	A.	 	The Borrowers, the Agent and the Lenders are party to a credit agreement dated as of
October 3, 2005, as amended on September 28, 2006 (the “Credit Agreement”) providing
for credit facilities in an aggregate amount of $750,000,000 (the “Facilities”).
	 
	B.	 	The Lenders have consented to an amendment to the pricing grid further to the
Borrower’s request for amendments dated 

November 10, 2006 addressed to the Agent
and the Lenders.
	 
	C.	 	The parties wish to amend the Credit Agreement accordingly.
	 
	 	 	NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:





1. Interpretation





	 	1.1	 	Capitalized terms used herein and defined in the Credit Agreement have the
meanings ascribed to them in the Credit Agreement unless otherwise defined herein.
	 
	 	1.2	 	Any reference to the Credit Agreement in any Credit Document (including any
Security Document) refers to the Credit Agreement as amended hereby.






 









 






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	2.	 	Amendments to the Credit Agreement






Section 2 of Schedule A (Applicable Margins or Rates) is deleted in its entirety and
replaced by the following’:




“During any day that ACI has a Corporate Family Issuer Rating from Moody’s or a
similar type rating from S&P (a “Rating”), the applicable Rates will be those which
correspond to the Rating in effect at the close of business on such day as
specified in the above grid. In the absence of such ratings from either Moody’s or
S&P, the respective senior unsecured long-term debt ratings from the applicable
rating agency shall apply. If, on any day, ACI has a Rating from both of S&P and
Moody’s but the two Ratings are not at the same level, then (i) the higher Rating
will apply if the Ratings are not more than one level apart, and (ii) the Rating
which is at mid-point will apply if the Ratings are more than one level apart; if
there is no mid-point level, the applicable Rates will be the simple average of the
Rates corresponding to the two intermediate Ratings will apply; if at least one
Rating is not greater than BB+ or Ba l, then the lower Rating applies. If there
exists any day that ACI does not have any Rating, the applicable Rates for such day
will be those which correspond to a Rating of lower than B/B2.”




	3.	 	Adjustments






The Agent will make among the Borrowers and the Lenders such adjustments as are necessary
to reflect any changes in the Applicable Margin (or Rate) applicable to Borrowings as of
the Effective Date (as defined hereunder), and the Borrowers or the Lenders, as applicable,
will make to the Agent such payments as are required to give effect to such adjustments.




	4.	 	Condition Precedent






Prior to or concurrently upon the execution of this Agreement, each of the Borrowers must
have delivered to the Lenders a copy of the corporate resolutions and other documents
evidencing the authority of the persons herein acting on behalf of such Borrower.




	5.	 	Confirmation






The Borrowers represent to the Agent and the Lenders that this Agreement will not result
in any Default.




	6.	 	Fees and Expenses






The Borrowers agree to pay on demand all reasonable costs and expenses of the Agent in
connection with the preparation, execution, delivery and implementation and administration
of this Agreement including the reasonable fees and expenses of counsel for the Agent.




 









 





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	7.	 	Counterparts






This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered will be
deemed to be an original and all of which taken together will constitute but one and the
same agreement. Delivery of an executed counterpart of a signature page to this Agreement
by telecopier will be effective as delivery of a manually executed counterpart of this
Agreement.




	8.	 	Governing Law






This Agreement is governed by, and construed in accordance with, the laws of the Province
of Quebec and of the laws of Canada applicable therein.




	9.	 	Effectiveness






This Agreement will be effective as of September 21, 2006 notwithstanding the actual date
of its execution (the “Effective Date”).



 









 






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     IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as of the date
and year first above written.



	 	 	 	 	 	 	 
	 	 	Abitibi-Consolidated Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Abiti-Consolidated Company of canada	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Canadian Imperial Bank of Commerce, as Agent
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ David Evelyn
 

Director
	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Mark Chandler
 

Executive Director
	 	 
	 
	 	 	 	 	 	 
	 	 	(the names and
signatures of the Lenders are on the next page)






 









 





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Lenders	 	 
	 
	 	 	 	 	 	 
	 	 	
Canadian Imperial Bank of Commerce	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Mark Chandler
 

Executive Director
	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Peter Rawlins
 

Director
	 	 
	 
	 	 	 	 	 	 
	 	 	 The Bank of Nova Scotia	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Citibank, N.A., Canadian Branch
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Goldman Sachs Canada Credit Partners Co.
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Pedro Ramirez
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

	 	 







 












 





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	 	 	 	              Lenders
	 
	 	 	 	 
	 	 	Credit Suisse, Toronto Branch
	 
	 	 	 	 
	 

	 	Per:	 	/s/ Alain Daoust 
	 

	 	 	 	 
	 

	 	 	 	Alain Daoust 

Director
	 
	 	 	 	 
	 

	 	Per:	 	/s/ Bruce F. Wetherly 
	 

	 	 	 	 
	 

	 	 	 	Bruce F. Wetherly 

Director
Credit Suisse, Toronto Branch
	 
	 	 	 	 
	 	 	National, Bank of Canada
	 
	 	 	 	 
	 

	 	Per:	 	/s/ [UNREADABLE]
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Per:	 	/s/ [UNREADABLE]
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	The
Toronto-Dominion Bank 
	 
	 	 	 	 
	 

	 	Per:	 	/s/ Mel Saklatvala
	 

	 	 	 	 
	 
	 	 	 	Mel Saklatvala
Associate
	 
	 

	 	Per:	 	/s/ Yves Bergeron
	 

	 	 	 	 
	 
	 	 	 	Yves Bergeron

Managing Director
	 
	 	 	ABN Amro Bank N.V.
	 
	 	 	 	 
	 

	 	Per:	 	/s/ Francois Bienvenue,
	 

	 	 	 	 
	 
	 	 	 	Francois Bienvenue,
Vice
President
	 
	 

	 	Per:	 	/s/ Francois Morin,
	 

	 	 	 	 
	 
	 	 	 	Francois Morin,

Assistant Vice President
	 
	 	 	Export Development Canada
	 
	 	 	 	 
	 

	 	Per:	 	/s/ [UNREADABLE]
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Per:	 	/s/ [UNREADABLE]