Exhibit 10.43



 





EXHIBIT
10.43




FIRST AMENDING AGREEMENT dated as of September 28, 2006




	 	 	 
	BETWEEN:

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

	 	ABITIBI CONSOLIDATED COMPANY OF CANADA,
	 
	 	 
	 

	 	(the “Borrowers”)
	 
	 	 
	AND:

	 	THE LENDERS PARTY TO THE CREDIT AGREEMENT REFERRED TO BELOW,
	 
	 	 
	 

	 	(the “existing Lenders”)
	 
	 	 
	AND:

	 	THE TORONTO-DOMINION BANK, (“TD”)
	 
	 	 
	 

	 	(“Lender”)
	 
	 	 
	AND:

	 	CANADIAN IMPERIAL BANK OF COMMERCE,
	 
	 	 
	 

	 	(the “Agent”)







Recitals





	A.	 	The Borrowers, the Agent and the existing Lenders are party to a
credit agreement dated as of October 3, 2005 (the “Credit
Agreement”) providing for credit facilities in an aggregate
amount of $700,000,000 (the “Facilities”).
	 
	B.	 	The Facilities are comprised of Facility A (which is an aggregate
amount of $550,000,000) and Facility B (which is in an
aggregate amount of $150,000,000).
	 
	C.	 	Facility A is currently available while Facility B will be
available only when the Facility B Availability Date has occurred
(as provided in Section 9.2 of the Credit
Agreement).
	 
	D.	 	Pursuant to Section 2.14 of the Credit Agreement, ACI is entitled
to request an increase up to $115,000,000 in the aggregate amount
of the Facilities (any such increase to be allocated to Facility
B but with the total Commitment of each existing or new Lender
being reallocated or allocated pro rata to the respective amounts
of Facility A and Facility B).
	 
	E.	 	ACI has requested a $50,000,000 increase in the aggregate amount
of the Facilities and TD has agreed to become a Lender under the
Credit Agreement with a total Commitment equal to the amount of
such increase.




 









 











- 2 -





	F.	 	Section 2.14 of the Credit Agreement also provides that after such
request and the acceptance by a Person who qualifies as new Lender to
commit for the amount of the increase, the Agent, the Borrowers, the
existing Lenders and the new Lenders will execute an amendment to the
Credit Agreement giving effect to the increase and containing the
other provisions contemplated in said Section 2.14.
	 
	G.	 	TD qualifies as new Lender pursuant to the Credit Agreement and the
parties hereto wish to amend the Credit Agreement as provided in
Section 2.14 thereof.






	 	 	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.	 	Amendments to the Credit Agreement






	 	2.1	 	TD hereby becomes a Lender under the Credit Agreement with a total
Commitment of $50,000,000.
	 
	 	2.2	 	Facility B is hereby increased from $150,000,000 to $200,000,000 and the
provisions of the Credit are amended accordingly.
	 
	 	2.3	 	The total Commitment of each existing Lender is hereby reallocated and the total
Commitment of TD is hereby allocated, in each case, pro rata to the amount of
Facility A and to the new amount of Facility B. As a result of
the foregoing, the
new amount of the total Commitment of each Leader (and of its Commitment in
respect of Facility A and Facility B) is as specified opposite its name on the
signature page of this Agreement.






 












 






- 3 -






	3.	 	Adjustments






	 	3.1	 	Upon this Agreement being effective, the Agent will notify the Borrowers and
the Lenders of the adjustments which are required to be made among the Lenders to
ensure that all outstanding Borrowings under Facility A are owed to the Lenders in the
proportion of their respective Commitments under Facility A.
	 
	 	3.2	 	Upon receipt of such notification, TD will promptly pay to the Agent the
amounts payable by TD under such adjustments and the Agent will promptly distribute to
the other Lenders the amounts so received to give effect to such adjustments. The
Borrowers acknowledge that upon such payment and distribution being made, the
Borrowings so adjusted will be owing to the Lenders as provided in such adjustments.
	 
	 	3.3	 	The Agent may determine the adjustments to be made pursuant
to Section 3.1
without regard to outstanding overdraft utilizations with the Swingline Lender pursuant
to Section 2.9.






	4.	 	Conditions 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 (i) represent to the Agent and the Lenders that this Agreement will not
result in any Default and (ii) confirm and acknowledge that TD as Lender is also entitled
to the benefit of the Security Documents.




	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.




	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.










 



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	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 the date on which the Agent confirms to the Borrowers
and the Lenders that this Agreement has been executed by all parties hereto.









 









- 5 -




     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]
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Canadian Imperial Bank of Commerce, as Agent
	 
	 	 	 	 
	 

	 	Per:	 	/s/ David Evelyn
	 

	 	 	 	 
	 

	 	 	 	David Evelyn

Director
	 
	 	 	 	 
	 

	 	Per:	 	/s/ Mark Chandler
	 

	 	 	 	 
	 

	 	 	 	Mark Chandler

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







 











 









 - 6 -




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Lenders
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Canadian Imperial Bank of Commerce	 	 
	 
	 	 	 	 	 	 	 	 
	Facility A:
	 	$97,533,000	 	Per:	 	/s/ Peter Rawlins	 	 
	 
	 	 	 	 	 	 	 
	Facility B:
	 	$35,467,000	 	 	 	Peter Rawlins	 	 
	 
	 	 	 	 	 	DIRECTOR	 	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	$133,000,000	 	Per:	 	/s/ Scott Curtia	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Scott Curtia	 	 
	 
	 	 	 	 	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	The Bank of Nova Scotia	 	 
	 
	 	 	 	 	 	 	 	 
	Facility A:
	 	$89,467,000	 	Per:	 	/s/ David Angel	 	 
	 
	 	 	 	 	 	 	 
	Facility B:
	 	$32,533,000	 	 	 	David Angel	 	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	$122,000,000	 	Per:	 	/s/ David Loewen	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	David Loewen	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Citibank, N.A., Canadian Branch	 	 
	 
	 	 	 	 	 	 	 	 
	Facility A:
	 	$85,800,000	 	Per:	 	/s/ Isabelle Cõté	 	 
	 
	 	 	 	 	 	 	 
	Facility B:
	 	$31,200,000	 	 	 	Isabelle Cõté	 	 
	 
	 	 	 	 	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	$117,000,000	 	Per:	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Goldman Sachs Canada Credit Partners Co.	 	 
	 
	 	 	 	 	 	 	 	 
	Facility A:
	 	$73,333,000	 	Per:	 	/s/ Pedro Ramirez	 	 
	 
	 	 	 	 	 	 	 
	Facility B:
	 	$26,667,000	 	 	 	Pedro Ramirez	 	 
	 
	 	 	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	$100,000,000	 	Per:	 	 	 	 
	 
	 	 	 	 	 	 	 





 









 






- 7 -




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Lenders
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Credit Suisse, Toronto Branch	 	 
	 
	 	 	 	 	 	 	 	 
	Facility A:
	 	$58,667,000	 	Per:	 	/s/ Alain Daoust	 	 
	 
	 	 	 	 	 	 	 
	Facility B:
	 	$21,333,000	 	 	 	Alain Daoust	 	 
	 
	 	 	 	 	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	$80,000,000	 	Per:	 	/s/ Bruce F. Wetherly	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Bruce F. Wetherly	 	 
	 
	 	 	 	 	 	Director,	 	 
	 
	 	 	 	 	 	CREDIT SUISSE, TORONTO BRANCH	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	National Bank of Canada	 	 
	 
	 	 	 	 	 	 	 	 
	Facility A:
	 	$55,000,000	 	Per:	 	/s/ [UNREADABLE]	 	 
	 
	 	 	 	 	 	 	 
	Facility B:
	 	$20,000,000	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	$75,000,000	 	Per:	 	/s/ [UNREADABLE]	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	The Toronto-Dominion Bank	 	 
	 
	 	 	 	 	 	 	 	 
	Facility A:
	 	$36,667,000	 	Per:	 	/s/ [UNREADABLE]	 	 
	 
	 	 	 	 	 	 	 
	Facility B:
	 	$13,333,000	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	$50,000,000	 	Per:	 	/s/ [UNREADABLE]	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	ABN AMRO Bank N.V.	 	 
	 
	 	 	 	 	 	 	 	 
	Facility A:
	 	$31,533,000	 	Per:	 	/s/ [UNREADABLE]	 	 
	 
	 	 	 	 	 	 	 
	Facility B:
	 	$11,467,000	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	$43,000,000	 	Per:	 	/s/ [UNREADABLE]	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Export Development Canada	 	 
	 
	 	 	 	 	 	 	 	 
	Facility A:
	 	$22,000,000	 	Per:	 	/s/ Dan Kovacs	 	 
	 
	 	 	 	 	 	 	 
	Facility B:
	 	$8,000,000	 	 	 	Dan Kovacs	 	 
	 
	 	 	 	 	 	SENIOR ASSET MANAGER	 	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	$30,000,000	 	Per:	 	/s/ Kevin Skilliter	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Kevin Skilliter	 	 
	 
	 	 	 	 	 	SENIOR ASSET MANAGER