Exhibit 10.47



 





EXHIBIT
10.47




FIFTH AMENDING AGREEMENT (this “Agreement”) dated as of December 21, 2007




	 	 	 
	BETWEEN:

	 	ABITIBI-CONSOLIDATED INC.,
	 
	 

	 	(“ACI”)
	 
	 	 
	AND:

	 	ABITIBI-CONSOLIDATED COMPANY OF CANADA,
	 
	 	 
	 

	 	(“ACCC”)
	 
	 	 
	 

	 	(ACI and ACCC are hereinafter collectively referred to
as 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 parties to a credit agreement
dated as of October 3, 2005 (as amended as of September 28, 2006, November 26, 2006 and July 17,
2007 and August 14, 2007, the “Credit Agreement”) pursuant to which the Lenders have
agreed to make available to the Borrowers Facilities in an aggregate principal
amount of up to $710,000,000;
	 
	B.	 	The Lenders provided to the Borrowers certain waivers to the provisions of the
Credit Agreement pursuant to the terms of the Third Amending Agreement dated as of July 16,
2007 (the “Third Amending Agreement”);
	 
	C.	 	In connection with the decision of the Borrowers to fulfill the conditions
precedent to the availability of Facility B, on November 22, 2007 ACI designated Abitibi Consolidated
Sales Corporation (“ACSC”) as a Designated Subsidiary under the Credit Agreement;
	 
	D.	 	Pursuant to a Borrowers’ request dated as of December 13, 2007 (the “December
Request”), the Lenders have been requested to (i) consent to an extension of the
completion date of the reorganization described in the Third Amending Agreement from
December 31, 2007 (as provided in the Third Amending Agreement) to March 31, 2008,
(ii) consent to an extension of the delivery date of the Phase I environmental
review for




 









 





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	 	 	the Thorold Mill from December 30, 2007 (as provided in the Third Amending Agreement) to
March 31, 2008, (iii) consider ACSC as a Designated Subsidiary under the Credit Agreement
despite the fact that in the future it may cease to be a wholly-owned Subsidiary to ACI
and, (iv) amend Section 2.2(b) of the Credit Agreement in order to remove the requirement
that Borrowings may be obtained under Facility B only to the extent that Facility A is
fully used at the time of such Borrowing.
	 
	E.	 	The Majority Lenders are willing to provide the waivers and amendments described in the
December Request, provided however that, upon termination of Facility B, the parties be
placed in the same position as if Section 2.2(b) of the Credit Agreement had not been amended
and, accordingly, that outstanding Borrowings under Facility B be converted in Borrowings
under Facility A (up to the then unused amount thereof).
	 
	 	 	NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:






	1.	 	Interpretation






	 	1.1	 	Capitalized terms used herein and defined in the Credit Agreement (as amended)
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 to Third Amendment






	 	2.1	 	Section 2.3(a) of the Third Amending Agreement is amended by replacing
“December 31, 2007” by “March 31, 2008”.
	 
	 	2.2	 	Section 3.3(i) of the Third Amending Agreement is amended by replacing
“December 30, 2007” by “March 31, 2008”.






	3.	 	Waivers to Credit Agreement






	 	3.1	 	The Lenders hereby waive, with respect to ACSC, the requirement that such
Subsidiary remain a wholly-owned Subsidiary (as provided for in the definition of
Designated Subsidiary in Section 1.1 of the Credit Agreement) until completion of Step
9 of the reorganization transactions described in Schedule A to the December Request,
it being understood that ACSC will cease to be a Designated Subsidiary on the date such
Step 9 is completed and, from such date, its receivables and inventory will no longer
be included in the Borrowing Base.
	 
	 	3.2	 	The Lenders hereby waive the requirement provided for in Section 2.2(b) of the
Credit Agreement that Borrowings may be obtained under Facility B only to the




 









 




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	 	 	 	extent that Facility A is fully used at the time of such Borrowing, it being
understood that the Borrowers will use their best efforts to use Facility A in full
before obtaining Borrowings under Facility B, provided, however, that for such
purpose, any overdraft availability pursuant to Section 2.9 of the Credit Agreement
will be deemed fully utilized and the Borrowers will be entitled to reserve a
reasonable amount of availability for the issuance of additional Letters of Credit
under Facility A pursuant to Section 5.1 of the Credit Agreement.






	4.	 	Amendments to the Credit Agreement






	 	4.1	 	A new Section 17.5 is added to the Credit Agreement by adding die following:
	 
	 	 	 	“17.5 Conversions of Borrowings under Facility B






	 	(a)	 	From the next Business Day following the occurrence of the
earlier of (i) the Facility B Maturity Date or (ii) the termination of the
right of the Borrowers to use the Facilities pursuant to Section 16.2(a), the
outstanding Borrowings under Facility B will automatically be converted into
Borrowings under Facility A up to the then unused amount of Facility A.
	 
	 	(b)	 	For the purposes of such conversion, Prime Rate Loans, US Base
Rate Loans, Acceptances, Libor Loans and Letters of Credit under Facility B
will become, in the same order, Prime Rate Loans, US Base Rate Loans,
Acceptances, Libor Loans and Letters of Credit under Facility A.”






	5.	 	Conditions Precedent






	 	 	 	This Agreement will become effective on the date (the “Effective Date”) on which the Agent
will notify the Borrowers and the Lenders that this Agreement has been executed and that
the Agent has received copies of the documents evidencing the authority of the persons
acting on behalf of die Borrowers.






	6.	 	Confirmation






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






	7.	 	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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	8.	 	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.






	9.	 	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]
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Abitbi-Consolidated Company of
Canada
	 
	 	 	 	 
	 

	 	Per:	 	/s/ [UNREADABLE]
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Per:	 	/s/ [UNREADABLE]
	 

	 	 	 	 





 









 




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	 	 	Canadian Imperial Bank of Commerce,


as Agent
	 
	 	 	 	 
	 

	 	Per:
	 	/s/ David Evelyn
	 

	 	 	 	 
	 

	 	 	 	David Evelyn

Director
	 
	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]
	 

	 	 	 	 
	 

	 	 	 	UNREADABLE

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







 












 





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	 	 	 	 	Lenders	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Canadian Imperial Bank of Commerce	 	 
	 
	 	 	 	 	 	 
	Facility A: $90,440,000

	 	 	 	 	 	 
	Facility B: $35,467,000

	 	 	 	Per: /s/ Mark Chandler 
	 	 
	 
	 	 	 	       Mark Chandler	 	 
	 
	 	 	 	       Executive Director	 	 
	 
	Total:       $125,907,000

	 	 	 	Per: /s/ [UNREADABLE] 
	 	 
	 
	 	 	 	       [UNREADABLE]

       Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	The Bank of Nova Scotia	 	 
	 
	 	 	 	 	 	 
	Facility A: $82,960,000
	 	 	 	 	 	 
	Facility B: $32,533,000

	 	 	 	Per: /s/ [UNREADABLE] 
	 	 
	 
	 	 	 	 	 	 
	Total:       $115,493,000

	 	 	 	Per: /s/ [UNREADABLE] 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Citibank, N.A., Canadian Branch	 	 
	 
	 	 	 	 	 	 
	Facility A: $79,560,000
	 	 	 	 	 	 
	Facility B: $31,200,000

	 	 	 	Per: /s/ [UNREADABLE] 
	 	 
	 
	 	 	 	 	 	 
	Total:       $110,760,000

	 	 	 	Per:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Goldman Sachs Canada Credit Partners Co.	 	 
	 
	 	 	 	 	 	 
	Facility A: $68,000,000
	 	 	 	Per: /s/ [UNREADABLE] 
	 	 
	 
	Facility B: $26,667,000

	 	 	 	Per: /s/ Pedro Ramirez 
	 	 
	 
	 	 	 	       Pedro Ramirez
       Authorized Signatory	 	 
	 
	Total:         $94,667,000

	 	 	 	 	 	 







 









 








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	 	 	 	 	Lenders	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	CREDIT SUISSE, TORONTO BRANCH	 	 
	 
	 	 	 	 	 	 
	Facility A:  $54,400,000
	 	 	 	 	 	 
	Facility B:  $21,333,000

	 	 	 	Per: /s/ Alain Daoust 

	 	 
	 

	 	 	 	        Alain
Daoust
        Director	 	 
	 
	 	 	 	 	 	 
	Total:         $75,733,000

	 	 	 	Per: /s/ Bruce F. Wernerly 

	 	 
	 

	 	 	 	        Bruce F. Wernerly
        Director, 

        CREDIT SUISSE TORONTO BRANCH	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	National Bank of Canada	 	 
	 
	 	 	 	 	 	 
	Facility A:  $51,000,000
	 	 	 	 	 	 
	Facility B:  $20,000,000

	 	 	 	Per:	 	 
	 
	 	 	 	 	 	 
	Total:         $71,000,000

	 	 	 	Per:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	The Toronto-Dominion Bank	 	 
	 
	 	 	 	 	 	 
	Facility A:  $34,000,000
	 	 	 	 	 	 
	Facility B:  $13,333,000

	 	 	 	Per:	 	 
	 
	 	 	 	 	 	 
	Total:         $47,333,000

	 	 	 	Per:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	ABN AMRO Bank N.V.	 	 
	 
	 	 	 	 	 	 
	Facility A:  $29,240,000
	 	 	 	 	 	 
	Facility B:  $11,467,000

	 	 	 	Per:	 	 
	 
	 	 	 	 	 	 
	Total:         $40,707,000

	 	 	 	Per:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Export Development Canada	 	 
	 
	 	 	 	 	 	 
	Facility A:  $20,400,000
	 	 	 	 	 	 
	Facility B:    $8,000,000

	 	 	 	Per: /s/ MATTHEW [UNREADABLE] 
	 	 
	 

	 	 	 	        MATTHEW [UNREADABLE]	 	 
	 

	 	 	 	        ASSET MANAGER	 	 
	 
	 	 	 	 	 	 
	Total:         $28,400,000

	 	 	 	Per: /s/ Howard Clysdale 
	 	 
	 

	 	 	 	        Howard Clysdale	 	 
	 

	 	 	 	        Portfolio Manager	 	 







 









 








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The undersigned, as Designated Subsidiaries under the Credit Agreement, hereby agree with the terms
of this Fifth Amending Agreement.




	 	 	 	 	 	 	 
	 	 	1508756 Ontario Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Abitibi Consolidated Sales

Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]