Exhibit 10.45



 





EXHIBIT
10.45




THIRD AMENDING AGREEMENT dated as of July 16, 2007




	 	 	 
	BETWEEN:

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

	 	ABITIBI-CONSOLIDATED COMPANY OF CANADA,
	 
	 	 
	 

	 	(ACCC and collectively with ACI, 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 and November 26, 2006 (the
“Credit Agreement”) providing for credit facilities in an aggregate amount
of
$750,000,000 (the “Facilities”).
	 
	B.	 	The Lenders have been requested (i) to grant certain waivers in connection with certain
transactions contemplated by ACI and Bowater Incorporated to achieve their proposed
merger and described in the Schedule, and (ii) to waive the Interest Coverage Ratio
requirement until the second quarter of the 2008 financial year.
	 
	C.	 	The Borrowers have represented to the Lenders that the transactions described in the
Schedule hereto are required in order for the proposed merger to achieve its financial and
operational efficiency objectives.
	 
	D.	 	In consideration for such waivers, ACCC is willing to provide additional security to the
Lenders by way of a mortgage over the ACCC mill located in Thorold, Ontario.
	 
	E.	 	The Majority Lenders are willing to provide the waivers described in Recital B and the
Agent, the Borrowers and the Majority Lenders wish to amend the Credit Agreement to
give effect to Recital D.





 









 





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	 	 	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.






	2.	 	Waivers under the Credit Agreement






	 	2.1	 	The Lenders hereby waive the provisions of
Sections 13.2, 13.3(b) and 13.6 of
the
Credit Agreement insofar as (but only to the extent that) they do not permit the
sale by ACCC and the ultimate transfer of the shares of Donohue Corporation (the
“DCorp Shares”) to Abitibi-Bowater Inc. (“ABI”) under the various transactions
described in the Schedule hereto or under other transactions not different in their
substance which have the same economic effect and produce the same ultimate
result. For greater certainty, the book value of the DCorp Shares will not be
included in the calculation of permitted dispositions for the purposes of Section
13.3(b)(i) of the Credit Agreement.
	 
	 	2.2	 	The Lenders hereby waive the requirements of the Interest Coverage Ratio
covenant provided for in Section 14.2 of the Credit Agreement from the Effective
Date (as defined in Section 4 hereof) to the end of the second
quarter of ACI’s
2008 financial year.
	 
	 	2.3	 	The waivers in Section 2.1 are conditional upon the following:






	 	a)	 	the simplified final structure described on the last page of
the attached Schedule must be in place no later than December 31, 2007 with no
substantial change; and
	 
	 	b)	 	the ABI note in an amount of approximately $550,000,000
referred to in
the Schedule must have a maturity falling no later than December 31,
2008 and contain a covenant that substantially all of the assets of DCorp
will remain part of the consolidated assets of ABI until repayment in full
of the note or other terms which have a similar economic effect and
produce a similar ultimate result.






	 	2.4	 	The Borrowers acknowledge that the waivers in Section 2.1 are granted by the
Lenders solely in connection with the proposed merger of ACI and Bowater
Incorporated and hereby undertake, in the event that such merger does not occur





 









 





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	 	 	 	and that certain of the Pre-Combination steps described in the Schedule have
occurred, to wind-up and dissolve the entity described as Newco in the
Pre-Combination steps of the Schedule and not to complete any of the steps described
in the Post-Combination Steps of the Schedule.
	 
	 	2.5	 	The Borrowers also undertake not to effect or complete any of the
transactions and steps described in the Schedule if a Default would
result therefrom.






	3.	 	Amendments to the Credit Agreement






	 	3.1	 	Section 10.3(b) of the Credit Agreement is amended by adding the following
paragraph immediately after sub-paragraph (iv) :
	 
	 	 	 	“To secure the performance of the obligations of the Borrowers under Facility A,
ACCC must also cause 1508756 Ontario Inc. to provide a Guarantee and ACCC and
1508756 Ontario Inc. must provide security over their mill located in Thorold,
Ontario (the “Thorold Mill”) including related assets necessary for the operation
of such mill.”
	 
	 	3.2	 	The Thorold Mill will be included in the Charged Mills from the time that the
requirements of Sections 10.3(e), 10.5 and 10.7 of the Credit Agreement have
been fulfilled in respect of such mill and that 1508756 Ontario Inc. has provided a
Guarantee to the Agent and the Lenders of the obligations of the Borrowers under
Facility A. From the date of execution of such Guarantee, 1508756 Ontario Inc.
will be deemed to be a Designated Subsidiary (except for the purposes of Section
10.2 of the Credit Agreement). ACI will not have the ability to revoke such
designation of 1508756 Ontario Inc. as a Designated Subsidiary.
	 
	 	3.3	 	The Borrowers will, (i) by no later than December 30, 2007, provide to the
Agent,
for distribution to the Lenders, a Phase I environmental review for the Thorold
Mill, (ii) promptly, if recommended by such Phase I environmental review and
requested by the Majority Lenders, an intrusive Phase II review, in each case,
conducted by an environmental consultant acceptable to the Agent, and
(iii) remedy any material non-compliance with Environmental Laws revealed by
any such review within a reasonable time.
	 
	 	3.4	 	Notwithstanding Section 3.1 of this Agreement and Section 10.7 of the Credit
Agreement, delivery of a title opinion and of a survey will become a condition
precedent to Borrowings only from the 91st day following the date of this
Agreement. The Borrowers undertake to provide such opinions and surveys to the
Lenders as soon as practicable, but no later than the 90th day following
the date of
this Agreement. The Borrowers also undertake to correct within a reasonable time
any material deficiency revealed by the title opinion and survey relating to the
Thorold Mill.





 









 





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	 	3.5	 	The Agent and the Lenders hereby agree to execute and deliver, to the extent
required to permit ACCC and 1508756 Ontario Inc. to comply with Article XVIII of
the Co-gen Lease (as defined below), a postponement of the Security in respect of
the Thorold Mill to: (i) the lease of a portion of such property made as of August
1, 2006 between ACCC and 1508756 Ontario Inc., collectively as landlord, and
Thorold Co-Gen L.P. (the “Lessee”), as tenant (the “Co-gen Lease”), as the same may
be amended; (ii) any mortgage of the Co-gen Lease granted by the Lessee, as the
same may be amended; and (iii) the rights of the Lessee under easements and energy
supply agreements entered into between ACCC, 1508756 Ontario Inc. and the Lessee,
the whole upon terms and conditions acceptable to the Agent.






	4.	 	Conditions Precedent






	 	 	This Agreement will become effective on the date on which the Agent will notify the
Borrowers and the Lenders that this Agreement has been executed by all parties hereto, and
that the Agent has received copy of the following documents, in form and substance
satisfactory to the Agent and counsel to the Agent (the “Effective Date”):






	 	4.1.1	 	a certificate of good standing in respect of each of the Borrowers and copies
of
the documents evidencing the authority of the persons acting on behalf of the
Borrowers,
	 
	 	4.1.2	 	an opinion from counsel to the Borrowers that this Agreement has been executed
by duly authorized representatives of the Borrowers and constitutes valid and
binding obligations of the Borrowers;
	 
	 	4.1.3	 	the Security Documents relating to the additional security contemplated in
Section 3 hereof (other than the Security Documents referred to in Section 3,4);
and
	 
	 	4.1.4	 	an estimate (giving effect to the granting of Security under Section 3 hereof)
of
the principal amount of Facility A that the Abitibi Entities will be permitted
pursuant to the indentures to secure by Liens over their assets.






	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.





          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]	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Abitibi-Consolidated
Company of
Canada	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]	 	 
	 

	 	 
	 	 

	 	 






 









 






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	 	 	Canadian Imperial Bank of Commerce, 

as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]	 	 
	 

	 	 
	 	 

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






 









 





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	 	 	Lenders
	 	 
	 
	 	 	 	 	 	 
	 	 	Canadian Imperial Bank of Commerce	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	The
Bank of Nova Scotia	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Citibank, N.A., Canadian Branch	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]	 	 
	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Goldman Sachs Canada Credit Partners Co.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Pedro Ramirez	 	 
	 

	 	 
	 	 

	 	 
	 

	 	 	 	Pedro Ramirez 
Authorized Signatory 	 	 
	 
	 

	 	Per:
	 	 	 	 
	 

	 	 
	 	 

	 	 







 












 





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	 	 	 	Lenders	 	 
	 
	 	 	 	 	 	 
	 	 	Credit Suisse, Toronto Branch	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Bruce F. Netherly
 

Director,
	 	 
	 

	 	 	 	CREDIT SUISSE TORONTO BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Steve W. Fuh	 	 
	 

	 	 	 	Vice-President	 	 
	 
	 	 	 	 	 	 
	 	 	National Bank of Canada	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	The Toronto-Dominion Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Yues Bergeron	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	YUES BERGERON	 	 
	 

	 	 	 	MANAGING DIRECTOR	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Mel Saklatvala	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	MEL SAKLATVALA, ASSOCIATE	 	 
	 
	 	 	 	 	 	 
	 	 	ABN Amro Bank N.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ (UNREADABLE)	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ (UNREADABLE)	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Export Development Canada	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Howard Clysdale	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	HOWARD CLYSDALE	 	 
	 

	 	 	 	PORTFOLIO MANAGER	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Isha Aggarwal	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	ISHA AGGARWAL	 	 
	 

	 	 	 	ASSET MANAGEMENT	 	 






 









 





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Schedule




Please see document attached hereto





 









 








SCHEDULE



The following is an overview of the various transactions that are currently contemplated by
Abitibi-Consolidated Inc. before and after its combination with Bowater Incorporated. These various
steps are subject to change.




Definitions:




“ABI”: AbitibiBowater Inc.




“ACCC”: Abitibi Consolidated Company of Canada




“ACI”: Abitibi-Consolidated Inc.




“BCFP”: “Bowater Canadian Forest Products Inc.,




“BCI”: Bowater Canada Inc,




“BCHI”: Bowater Canadian Holdings incorporated




“B Inc.”: Bowater Incorporated




“D Corp.”: Donohue Corporation





 









 








Pre-combination 




Simplified current structure:









 









 





Step 1: ACCC creates a new subsidiary (“Newco”)










 









 




Step 2: ACCC transfers all the shares of D Corp to Newco in exchange for additional shares of Newco
and the assumption by Newco of approximately US$750M of debt of ACCC.








Combination: ABI and BCI acquire all the shares of ACI pursuant to a plan of arrangement.



Step 3: Immediately after the combination, Newco is liquidated into ACCC and dissolved.




 









 





Post-Combination




Simplified structure immediately after the combination:









 









 




Step 1: ABI forms US Sub 1 and transfers approximately 30% of the common shares of ACI to US Sub 1
in exchange for US Sub 1 shares.









 









 





     Step 2: ABI forms US Sub 2 and transfers approximately 32.5% of the common shares of ACI to US Sub
2 in exchange for US Sub 2 shares.








 









 




Step 3: ABI transfers approximately 17.5% of the common shares of ACI to BCHI in exchange for BCHI
shares.









 









 





Step 4(a): B Inc. borrows approximately approximately $550M from a third party lender and
distributes approximately $550M to ABI1.








1. Third party borrowing may occur only at a later time to repay the ABI Note 1 (see step 4(b))




 









 




Step 4(b): ABI acquires approximately $750M of D Corp shares from ACCC in. exchange for a cash
consideration of approximately $550M or for a note of approximately $550M from ABI (the “ABI Note
1”) and a note of approximately $200M from ABI (the “ABI Note 2”). ACCC uses the cash to
fund Canadian operations and repay existing debt.









 









 




Step 5: ACCC distributes the remaining shares of D Corp to ACI.









 









 




Step 6(a): Continuance of ACI under the laws of Nova Scotia and amalgamation with a Nova Scotia
unlimited liability company.









 









 




Step 6(b): ACI redeems its shares held by US Sub 1 and US Sub 2 by distributing D Corp shares.









 









 




Step 7: Transfer of the ABI Note 2 to BCI in exchange for BCFP common stock.









 









 




Step 8: Distribution of the ABI Note 2 to B Inc.









 









 




Simplified Final Structure: