Waiver and Amendment No. 3 to Amended and Restated Receivables Purchase Agreement

This WAIVER AND AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of February 26, 2009 (this " Agreement "), is made by and among ABITIBI-CONSOLIDATED U.S. FUNDING CORP. (the " Seller "), CITIBANK, N.A. (" Citibank "), as a Bank, EUREKA SECURITISATION, PLC (" Eureka "), as an Investor, CITIBANK, N.A., LONDON BRANCH, as operating agent (the " Agent ") for the Investors and the Banks, ABITIBI-CONSOLIDATED INC. (" ACI ") and ABITIBI CONSOLIDATED SALES CORPORATION (" ACSC ").

Preliminary Statements . (1) The Seller, Citibank, Eureka, the Agent, ACI, in its capacity as Subservicer and an Originator, and ACSC, in its capacity as Servicer and an Originator, are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as of January 31, 2008 (as amended, restated, supplemented and/or otherwise modified from time to time, the " RPA "; capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the RPA).

(2)      The Servicer has delivered to the Agent a Monthly Report for January 2009 showing that the average of the Delinquency Ratios for such calendar month and the two immediately preceding calendar months exceeds the maximum percentage set forth in clause (i) of Section 7.01(h) of the RPA, which event constitutes an Event of Termination pursuant to such Section 7.01(h) of the RPA (the " RPA Event of Termination ").

(3)      The Seller and the Servicer have requested that the Agent, the Investor and the Banks waive (a) the RPA Event of Termination and (b) the Seller's potential non-compliance with clause (i) of Section 7.01(h) of the RPA for the calendar month ending February 28, 2009.

(4)      The Agent, the Investor and the Banks are willing to agree to such waiver subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.      Waivers to the RPA . Upon the effectiveness of this Agreement in accordance with Section 3 hereof, the Banks, the Investor and the Agent hereby agree to waive (a) the RPA Event of Termination and (b) any non-compliance by the Seller with Section 7.01(h)(i) for the calendar month ending February 28, 2009 (provided that the waiver set forth in this clause (b) shall only be effective if the average of the Delinquency Ratios for the calendar month ending February 28, 2009 and the two immediately preceding calendar months does not exceed 5.0%), until the earliest of the following dates (such earliest date being the " Waiver Termination Date "): (x) March 27, 2009, (y) the date (after the date of this Agreement) on which ACI or any of its Affiliates enters into any amendment to the Credit and Guaranty Agreement (as defined in the RPA, as amended by this Agreement), including, without

limitation, any date on which the Maturity Date (as defined in the Credit and Guaranty Agreement) shall have been extended beyond March 30, 2009 and (z) the date on which the principal amount of all loans under the Credit and Guaranty Agreement become due and payable (by acceleration, maturity or otherwise) or are prepaid or repaid in full. The Servicer shall provide the Agent with notice as soon as possible (and in any event within two Business Days) following any amendment of the Credit and Guaranty Agreement, any extension of the Maturity Date (as defined in the Credit and Guaranty Agreement) or any acceleration of, or prepayment or repayment in full of, the loans under the Credit and Guaranty Agreement. From and after the Waiver Termination Date, the Agent, the Investor and the Banks may exercise any rights, remedies, powers, claims or causes of action available to them under the RPA or any other Transaction Document during the existence of an Event of Termination, as a result of the RPA Event of Termination.

SECTION 2.      Amendments to the RPA . Upon the effectiveness of this Agreement in accordance with Section 3 hereof:

(a)      The last proviso in the definition of "Assignee Rate" set forth in Section 1.01 of the RPA is amended by inserting the phrase "or Adjusted Eurodollar Rate, as applicable," immediately following the term "Alternate Base Rate" appearing therein.

(b)      The definitions of "Bank Commitment" and "Purchase Limit" appearing in Section 1.01 of the RPA are each amended by replacing the amount "$350,000,000" appearing therein with the amount "$210,000,000".

(c)      A new definition of "Credit and Guaranty Agreement" is added in Section 1.01 of the RPA in proper alphabetical order and shall read as follows:

         " Credit and Guaranty Agreement " means that certain Credit and Guaranty Agreement dated as of April 1, 2008 among Abitibi-Consolidated Company of Canada, Abitibi-Consolidated Inc., certain Subsidiaries and Affiliates of Abitibi-Consolidated Inc., as Guarantors, various Lenders, Goldman Sachs Credit Partners L.P., as Joint-Lead Arranger, Syndication Agent and Joint-Lead Bookrunner, Wachovia Capital Markets, LLC, as Joint-Lead Arranger and Joint-Lead Bookrunner, Goldman Sachs Credit Partners L.P., as Collateral Agent, Goldman Sachs Credit Partners L.P., as Administrative Agent and Goldman Sachs Credit Partners L.P., as Documentation Agent, as such may have been amended prior to February 26, 2009.

(d)      The definition of "Seller Report" in Section 1.01 of the RPA is amended in its entirety to read as follows:

           " Seller Report " means a Monthly Report, a Weekly Report or a Daily Report (as such term is defined in Section 6.02(g)(iv)).

(e)      Section 2.05(b) of the RPA is amended in its entirety to read as follows:

(b)      The Seller shall pay to the Agent certain fees (collectively, the " Fees ") in the amounts and on the dates set forth in that certain amended and restated fee agreement (relating to program fee, liquidity fee and Applicable Margin) between the Seller and the Agent and that certain fee agreement (relating to amendment and waiver fee) between the Seller and the Agent, each dated February 26, 2009, as the same may be amended or restated from time to time (collectively, the " Fee Agreement ").

(f)      Section 6.02(g) of the RPA is amended by inserting a new subsection (iv) therein following subsection (iii) which shall read as follows:

(iv)      Prior to 10:00 A.M. (New York City time) on each Business Day, the Servicer shall deliver to the Agent a daily report (each, a " Daily Report ") in substantially the form of the Weekly Report, which shall contain information related to the Receivables Pool as of the close of business on the preceding Business Day and such additional information as the Agent may request from time to time.

(g)      A new Section 5.03 is added to the RPA and shall read as follows:

Section 5.03      Covenant of ACI . Until the latest o