Exhibit 10.46



 






EXHIBIT
10.46



FOURTH AMENDING AGREEMENT (this “Agreement”) dated as of August 14, 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, 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 $750,000,000;
	 
	B.	 	The Facilities are comprised of Facility A (which is in an aggregate amount of $550,000,000)
and Facility B (which is in an aggregate amount of $200,000,000);
	 
	C.	 	The Borrowers have requested, from the Agent and the Lenders that the aggregate amount of
Facility A be permanently reduced by an amount of $40,000,000;
	 
	D.	 	The Lenders have consented to such an amendment to the Credit Agreement further to the
Borrowers’ request dated July 20, 2007.
	 
	E.	 	The parties wish to amend the Credit Agreement accordingly.




 









 






2












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	 	Section 2.1 (a) of the Credit Agreement is hereby
amended by replacing in the last line “$550,000,000” by “$510,000,000”.
	 
	 	2.2	 	The total Commitment of each Lender is hereby reallocated pro rata to the new
amount of Facility A. As a result of the foregoing, the amount of the total Commitment
of each Lender (and of its Commitment in respect of Facility A and Facility B) is now
as specified opposite its name on the signature page of this Agreement.
	 
	 	2.3	 	Section 2.14 (a) of the Credit Agreement is hereby amended by adding the
following words after the words “otherwise than by way of” in the first parentheses: “an amendment to this Agreement or”.






	3.	 	Repayments and Adjustments
	 
	 	 	On the Effective Date (as defined below), the Borrowers must make a repayment in an amount
sufficient for the outstanding Borrowings under Facility A not to exceed the new amount of
Facility A.






	4.	 	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:






	 	4.1.1	 	this Agreement has been executed by all parties hereto
	 
	 	4.1.2	 	the Agent has received copies of the documents evidencing the authority of
the persons acting on behalf of the Borrowers;
	 
	 	4.1.3	 	the Agent has received 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; and










 




3






	 	4.1.4	 	the third amending agreement to the Credit Agreement dated as of July 17,
2007 has become effective, in that the conditions precedent provided for in Section
4 of such amending agreement have been met.






	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 tees 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.






	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]
 

	 	 











 




4






	 	 	 	 	 	 	 
	 	 	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 pages)











 





5






	 	 	 	 	 
	 
	 	 	 	Lenders
	 
	 	 	 	 
	 
	 	 	Canadian Imperial Bank of Commerce
	Facility A:
	 	$90,440,000	 	 
	Facility B:
	 	$35,467,000	Per: 	/s/ [UNREADABLE]
	 
	 	 	 	 
	Total:
	 	$125,907,000	Per: 	/s/ [UNREADABLE]
	 
	 	 	 	 
	 
	 	 	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	 	 
	Facility B:
	 	$26,667,000	Per: 	/s/ James Balcom
	 
	 	 	 	James Balcom
	Total:
	 	$94,667,000	Per: 	Authorized Signatory











 






6






	 	 	 	 	 	 	 
	 	 	 	 	Lenders

	 
	 	 	 	 	 	 
	 	 	 	 	Credit Suisse, Toronto Branch
	 
	 	 	 	 	 	 
	Facility A:
	 	$54,400,000	 	 	 	 
	Facility B:
	 	$21,333,000	 	Per:	 	/s/ Alain Daousf
	 
	 	 	 	 	 	Alain Daousf
	 
	 	 	 	 	 	Director
	 
	 	 	 	 	 	 
	Total:
	 	$75,733,000	 	Per:	 	/s/ Steve W. Fuh
	 
	 	 	 	 	 	Steve W. Fuh
	 
	 	 	 	 	 	Vice-President
	 
	 	 	 	 	 	 
	 	 	 	 	National Bank of Canada
	 
	 	 	 	 	 	 
	Facility A:
	 	$51,000,000	 	 	 	 
	Facility B:
	 	$20,000,000	 	Per:	 	/s/ [UNREADABLE]
	 
	 	 	 	 	 	 
	Total:
	 	$71,000,000	 	Per:	 	/s/ [UNREADABLE]
	 
	 	 	 	 	 	 
	 	 	 	 	The Toronto-Dominion Bank
	 
	 	 	 	 	 	 
	Facility A:
	 	$34,000,000	 	 	 	 
	Facility B:
	 	$13,333,000	 	Per:	 	/s/ [UNREADABLE]
	 
	 	 	 	 	 	 
	Total:
	 	$47,333,000	 	Per:	 	/s/ [UNREADABLE]
	 
	 	 	 	 	 	 
	 	 	 	 	ABN AMRO Bank N, V.
	 
	 	 	 	 	 	 
	Facility A:
	 	$29,240,000	 	 	 	 
	Facility B:
	 	$11,467,000	 	Per:	 	/s/ [UNREADABLE]
	 
	 	 	 	 	 	 
	Total:
	 	$40,707,000	 	Per:	 	/s/ [UNREADABLE]
	 
	 	 	 	 	 	 
	 	 	 	 	Export Development Canada
	 
	 	 	 	 	 	 
	Facility A:
	 	$20,400,000	 	 	 	 
	Facility B:
	 	$8,000,000	 	Per:	 	/s/ Janine Dopson
	 
	 	 	 	 	 	JANINE DOPSON
	 
	 	 	 	 	 	LOAN ASSET MANAGER
	 
	 	 	 	 	 	 
	Total:
	 	$28,400,000	 	Per:	 	/s/ Howard Clysdale
	 
	 	 	 	 	 	HOWARD CLYSDALE
	 
	 	 	 	 	 	PORTFOLIO MANAGER











 





7





The undersigned, as Designated Subsidiary under the Credit Agreement, hereby agrees with the terms
of this Fourth Amending Agreement.




	 	 	 	 	 	 	 
	 	 	1508756 Ontario Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ [UNREADABLE]