SEVENTH AMENDMENT AND
WAIVER
This Seventh
Amendment and Waiver (the “ Agreement ”) to the
Credit Agreement referred to below is dated as of August 7,
2008 and effective in accordance with Section 4 below,
by and among BOWATER INCORPORATED, a corporation organized under
the laws of Delaware (“ BI ”), BOWATER ALABAMA
LLC (formerly known as Bowater Alabama Inc.), a limited liability
company organized under the laws of Alabama (“ BA
”), BOWATER NEWSPRINT SOUTH LLC, a limited liability company
organized under the laws of Delaware (“ BNS ”),
BOWATER NEWSPRINT SOUTH OPERATIONS LLC (formerly known as Bowater
Newsprint South Inc.), a limited liability company organized under
the laws of Delaware and the successor by merger to Bowater
Mississippi LLC (“ BNSO ”), each in its capacity
as a Borrower under the Credit Agreement referred to below (BI, BA,
BNS and BNSO are collectively referred to herein as the “
Borrower ”), certain Subsidiaries and Affiliates of
the Borrower party hereto (the “ Grantors ”),
ABITIBIBOWATER INC., a corporation organized under the laws of
Delaware (the “ Parent ”), the Lenders and the
Canadian Lenders party hereto (collectively, the “
Consenting Lenders ”) pursuant to an authorization (in
the form attached hereto as Exhibit A , each a “
Lender Authorization ”) and WACHOVIA BANK, NATIONAL
ASSOCIATION, as administrative agent (the “ Administrative
Agent ”) for the Lenders party to the Credit Agreement
referred to below.
The Borrower, the
Lenders, certain other financial institutions and the
Administrative Agent are parties to the Credit Agreement dated as
of May 31, 2006 (as amended by that certain First Amendment
dated as of July 20, 2007, that certain Second Amendment dated
as of October 31, 2007, that certain Third Amendment and
Waiver dated as of February 25, 2008, that certain Fourth
Amendment dated as of March 31, 2008, that certain Fifth
Amendment dated as of April 30, 2008, that certain Sixth
Amendment dated as of June 30, 2008, as amended hereby and as
further amended, restated, supplemented or otherwise modified from
time to time, the “ Credit Agreement
”).
The Borrower has
requested that the Administrative Agent, the Lenders and the
Canadian Lenders agree to amend the Credit Agreement and waive
certain requirements of the Collateral Assignment of Bonds and
Indenture of Trust and Subordination dated as of May 30, 2008
by and between BA and the Administrative Agent (as amended,
restated supplemented or otherwise modified from time to time, the
“ Collateral Assignment ”), in each case as more
specifically set forth herein. Subject to the terms and conditions
set forth herein, the Administrative Agent and each of the
Consenting Lenders have agreed to grant such requests of the
Borrower.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Capitalized
Terms . Except as otherwise provided herein, all capitalized
undefined terms used in this Agreement (including, without
limitation, in the introductory paragraph and the statement of
purpose hereto) shall have the meanings assigned thereto in the
Credit Agreement (as amended by this Agreement).
2. Waiver
of Bond Delivery Requirement . Pursuant to
Section 13.2 of the Credit Agreement and subject to the
terms and conditions hereof, including, without limitation, the
conditions to effectiveness set forth in Section 4
hereof, the Consenting Lenders and the Administrative Agent hereby
waive the provisions of Section 10 of the Collateral
Assignment requiring BA to deliver original Assigned Bonds (as
defined in the Collateral Assignment) or original Replacement Bonds
(as defined in the Collateral Assignment) to the Administrative
Agent.
3. Credit
Agreement Amendment . The table in Section 9.2 of the
Credit Agreement is hereby amended and restated as
follows:
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Applicable Period
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Minimum Ratio
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Third Amendment Effective Date to March 31,
2008
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0.75 to 1.00
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April 1, 2008 through and including
June 30, 2008
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1.00 to 1.00
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July 1, 2008 through and including
September 30, 2008
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1.40 to 1.00
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October 1, 2008 through and including
December 31, 2008
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1.75 to 1.00
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January 1, 2009 and thereafter
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2.00 to 1.00
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4.
Conditions to Effectiveness . Upon the satisfaction of each
of the following conditions, this Agreement shall be deemed
effective as of June 29, 2008:
(a) the
Administrative Agent shall have received counterparts of this
Agreement executed by the Administrative Agent (on behalf of itself
and each of the Consenting Lenders by virtue of each Consenting
Lender’s execution of a Lender Authorization), the Borrower,
the Parent and each of the Grantors;
(b) the
Administrative Agent shall have received executed Lender
Authorizations from the requisite Consenting Lenders;
(c) the
Administrative Agent shall have been reimbursed for all fees and
out-of-pocket charges and other expenses incurred in connection
with this Agreement, including, without limitation, the reasonable
fees and disbursements of counsel for the Administrative
Agent;
(d) the
Borrower shall have paid to the Administrative Agent (or its
applicable affiliates), for the account of each Consenting Lender
(including the Administrative Agent and the Canadian Administrative
Agent) that executes and delivers this Agreement or a Lender
Authorization to the Administrative Agent (or its counsel) on or
prior to 5:00 p.m. (Eastern Time) on August 6, 2008, an
amendment fee in an amount equal to (a) 10 basis points
times the principal amount of such Consenting Lender’s
Commitment plus (b) 10 basis points times
the
principal
amount of such Consenting Lender’s “Commitment”
(as defined in the Canadian Credit Agreement);
(e) the
Administrative Agent shall have received a corresponding amendment
to the Canadian Credit Agreement, in form and substance
substantially consistent with this Agreement (with such changes as
are applicable only to the Canadian Credit Agreement), duly
executed by the Canadian Administrative Agent, the Canadian
Borrower, the Parent, each Canadian Guarantor and the requisite
Consenting Lenders (whether directly or through a lender
authorization); and
(f) the
Administrative Agent shall have received such other instruments,
documents and certificates as the Administrative Agent shall
reasonably request in connection with the execution of this
Agreement.
5. Effect
of the Agreement . Except as expressly provided herein, the
Credit Agreement, the Collateral Assignment and the other Loan
Documents shall remain unmodified and in full force and effect.
Except as expressly set forth herein, this Agreement shall not be
deemed (a) to be a waiver of, or consent to, a modification or
amendment of, any other term or condition of the Credit Agreement,
the Collateral Assignment or any other Loan Document, (b) to
prejudice any other right or rights which the Administrative Agent
or the Lenders may now have or may have in the future under or in
connection with the Credit Agreement, the Collateral Assignment or
the other Loan Documents or any of the instruments or agreements
referred to therein, as the same may be amended, restated,
supplemented or otherwise modified from time to time, (c) to
be a commitment or any other undertaking or expression of any
willingness to engage in any further discussion with the Borrower
or any other Person with respect to any waiver, amendment,
modification or any other change to the Credit Agreement, the
Collateral Assignment or the Loan Documents or any rights or
remedies arising in favor of the Lenders or the Administrative
Agent, or any of them, under or with respect to any such documents
or (d) to be a waiver of, or consent to or a modification or
amendment of, any other term or condition of any other agreement by
and among the Borrower, on the one hand, and the Administrative
Agent or any other Lender, on the other hand. References in the
Credit Agreement to “this Agreement” (and indirect
references such as “hereunder”, “hereby”,
“herein”, and “hereof”)
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