BETWEEN: ABITIBI-CONSOLIDATED INC., (ACI) AND: ABITIBI-CONSOLIDATED COMPANY OF CANADA, (ACCC) (ACI and ACCC are hereinafter collectively referred to as theBorrowers) AND: THE LENDERS PARTY TO THE CREDIT AGREEMENT REFERRED TO BELOW, (collectively, the Lenders) AND: CANADIAN IMPERIAL BANK OF COMMERCE, (the Agent) Recitals
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EX-10.46 37 g12243kexv10w46.htm EXHIBIT 10.46 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. |
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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 |
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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] |
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Abitibi-Consolidated Company of Canada | ||||||
Per: | /s/ [UNREADABLE] | |||||
Per: | /s/ [UNREADABLE] | |||||
Canadian Imperial Bank Of Commerce, | ||||||
as Agent | ||||||
Per: | /s/ David Evelyn | |||||
Director | ||||||
Per: | /s/ Mark Chandler | |||||
Executive 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/ [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 |
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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 |
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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] |