8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2009

ABITIBIBOWATER INC.

(Exact name of Registrant as Specified in Charter)

Delaware	001-33776	98-0526415
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
AbitibiBowater Inc. 1155 Metcalfe Street, Suite 800 Montréal, Québec, Canada		H3B 5H2
(Address of principal executive offices)		(Zip Code)

(514) 875-2160

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

AbitibiBowater Inc. (the “Company”) announced on December 9, 2009 that on that date its direct subsidiary Abitibi-Consolidated Inc. (“ACI”) entered into a CAN$230 million ($218 million) Super Priority Debtor-In-Possession Credit Facility (the “ULC DIP Facility”) with 3239432 Nova Scotia Company, a wholly-owned unlimited liability company subsidiary of the Company (the “ULC”). This agreement follows the sale by ACI’s direct subsidiary Abitibi-Consolidated Company of Canada (“ACCC”) of its 60% interest in Manicouagan Power Company (“MPCo”) and the resulting repayment of all amounts outstanding under, and termination of, the US$100 Million Superpriority Senior Secured Debtor In Possession Credit Facility dated May 6, 2009 among ACI, Donohue Corp. and Bank of Montreal, guaranteed by Investissement Québec (as amended, the “ACI DIP Facility”), as more fully described under Item 2.01 below and incorporated herein by reference.

CAN$130 million ($123 million) of the ULC DIP Facility was drawn at closing pursuant to the Superior Court of Québec’s (the “Canadian Court”) November 16, 2009 order (restated on November 23, 2009) approving the ULC DIP Facility and the distribution of certain proceeds from the sale of MPCo, which the Canadian Court granted in connection with the creditor protection proceedings of certain of the Company’s Canadian subsidiaries (including ACI and ACCC) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”). Subsequent draws of up to CAN$50 million ($47 million) in the aggregate will be advanced upon five business days’ notice, subject to meeting certain draw down requirements and to certain conditions determined by the Canadian Court, and the remaining CAN$50 million ($47 million) will become available only upon further order of the Canadian Court. Loans made under the ULC DIP Facility will bear no interest, except in the case of an overdue payment.

The proceeds of the loans will be used by ACI and certain of its subsidiaries for working capital and other general corporate purposes, including the repayment of a portion of the ACI DIP Facility, costs of the creditor protection proceedings under the CCAA and fees and expenses associated with the ULC DIP Facility.

ACI’s obligations under the ULC DIP Facility are guaranteed by certain of its subsidiaries and secured by super-priority liens on all present and after-acquired property of ACI and its subsidiary guarantors, but subordinate to: (i) an administrative charge not exceeding CAN$6 million ($5.7 million) of professional fees and disbursements in connection with the proceedings under the CCAA; (ii) a directors’ charge not exceeding CAN$22.5 million ($21.3 million) and (iii) the CDN$140 million ($114 million) charge granted by the Canadian Court in connection with the ACI DIP Facility (but only to the extent of the subrogation rights of certain secured creditors of ACI, estimated to be in an aggregate amount of approximately CAN$40 million ($38 million)).

All loans advanced under the ULC DIP Facility are to be repaid in full, and the ULC DIP Facility will terminate, on the earliest of: (i) December 31, 2010, (ii) the effective date of a plan of reorganization for the Company and its subsidiaries in connection with the creditor protection proceedings under the CCAA and Chapter 11 of the U.S. Bankruptcy Code, as applicable, and (iii) the acceleration of the ULC DIP Facility or the occurrence of an event of default. Loans must be prepaid to the extent the ULC does not have sufficient funds to make a guarantee payment (as further described under Item 2.01 below); as of the date of closing, the ULC maintained an approximately CAN$52 million ($49 million) reserve for this purpose.

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The ULC DIP Facility contains usual and customary events of default and covenants for debtor in possession financings of this type, including among other things, the obligation for Abitibi to provide a weekly cash flow forecast and certain monthly financial information.

The ULC is a wholly-owned subsidiary of ACCC and was created pursuant to the MPCo transaction documents to secure certain payment and indemnification obligations of ACI, ACCC and the ULC in favor of Alcoa Ltd. and related parties thereunder, as further described under Item 2.01 below.

A copy of the ULC DIP Facility is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. This description of the ULC DIP Facility is not complete and is qualified in its entirety by reference thereto. U.S. dollar figures in the foregoing description assume an exchange rate of CAN$1.00 equal to $0.9477, the Bank of Canada daily noon rate on the day of closing.

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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF THE REGISTRANT

The information provided pursuant to Item 1.01 of this Current Report on Form 8-K regarding the ULC DIP Facility is incorporated into this Item 2.03 by reference.

ITEM 8.01. OTHER EVENTS.

Closing of MPCo Sale

AbitibiBowater Inc. (the “Company”) announced on December 9, 2009 the closing on that date of the previously disclosed series of transactions resulting in the sale by its indirect subsidiary Abitibi-Consolidated Company of Canada (“ACCC”) to HQ Manicouagan Inc., a wholly-owned direct subsidiary of Hydro-Québec, of ACCC’s 60% interest in the Manicouagan Power Company (“MPCo”). The remaining 40% was held by Alcoa Canada Ltd. (collectively with certain affiliates, “Alcoa”). Until its wind-up and the transfer of its assets and liabilities (subject to certain exclusions) in connection with these transactions, MPCo owned and operated the 335MW McCormick hydroelectric facility on the Manicouagan River in the Province of Québec. Alcoa maintains a corresponding 40% interest in the new entity created to operate the hydroelectric facility.

The Company applied the CAN$615 million ($583 million) gross cash proceeds from the sale in the manner specified in orders of Superior Court of Québec (the “Canadian Court”) related thereto, specifically:

• CAN$282 million ($267 million) was set aside temporarily in 3239432 Nova Scotia Company, a wholly-owned unlimited liability subsidiary of the Company (the “ULC”), to secure certain indemnities and undertakings provided to Alcoa in the transaction documents, and the ULC entered into a guarantee agreement with Alcoa for this purpose;

• CAN$58 million ($55 million) (CAN$27 million ($26 million) of which from proceeds of the ULC DIP Facility, as defined above) was used to repay all amounts outstanding under the US$100 Million Superpriority Senior Secured Debtor In Possession Credit Facility dated May 6, 2009 among Abitibi-Consolidated Inc. (“ACI”), Donohue Corp. and Bank of Montreal, guaranteed by Investissement Québec, as amended;

• CAN$200 million ($190 million) was used as a partial repayment of ACCC’s 13.75% Senior Secured Notes due 2011;

• approximately CAN$71 million ($67 million) was used to pay taxes incurred by Alcoa and its affiliates as a result of the transaction, ACCC’s estimated transaction costs, pre-filing amounts owed to the distribution division of Hydro-Québec by ACCC and its affiliates, including amounts owed by Bowater Canadian Forest Products Inc., a wholly-owned subsidiary of the Company, as well as pre-filing amounts owed to MPCo and Alcoa for electricity purchased by ACCC from MPCo and to make certain other adjustments contemplated by the acquisition agreement; and

• approximately CAN$31 million ($29 million) is subject to a two-year holdback by HQ Manicouagan Inc. (and guaranteed by Hydro-Québec).

The effect of this series of transactions is to provide ACI and its subsidiaries with additional net liquidity of approximately CAN$168 million ($159 million). In connection with the foregoing, the Company has also entered into a power supply agreement with Hydro-Québec’s distribution division for the supply of electricity to the Company’s Baie-Comeau, Québec paper mill.

U.S. dollar figures in the foregoing description assume an exchange rate of CAN$1.00 equal to $0.9477, the Bank of Canada daily noon rate on the day of closing. There is no material relationship between Hydro-Québec and any of the Company or any of its affiliates, or any director or officer of the Company, or any of their associates.

Monitor’s Report

On December 9, 2009, Ernst & Young Inc. (“E&Y”), as Monitor, filed a report (the “Monitor’s Report”) with the Superior Court of Québec (the “Canadian Court”) in connection with the creditor protection proceedings previously instituted by certain wholly-owned subsidiaries of AbitibiBowater Inc. (the “Company”), namely Abitibi-Consolidated Inc. and certain of its subsidiaries, and Bowater Canadian Holdings Incorporated and certain of its subsidiaries (collectively, the “Canadian Petitioners”), under the Companies Creditors Arrangement Act (Canada). The purpose of the Monitor’s Report is to provide the Canadian Court with a report on: (A) the five week cash flow results of the Canadian Petitioners for the period from October 19, 2009 to November 22, 2009 and to provide details on: (i) an update regarding the overview of the current market conditions in the forest products industry provided in the twentieth report of the Monitor dated November 4, 2009, (ii) the receipts and disbursements of Abitibi-Consolidated Inc. and its subsidiaries and Bowater Canadian Forest Products Inc. for the reporting period, with a discussion of the variances from the respective forecasts set forth in the twentieth report of the Monitor, (iii) the current liquidity and revised cash flow forecasts of Abitibi-Consolidated Inc. and its subsidiaries and Bowater Canadian Forest Products Inc. for the

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17-week period ending March 21, 2010 and (iv) an update with respect to certain key performance indicators, and (B) an update on an agreement between ACH Limited Partnership (an indirect subsidiary in which the Company holds a 75% interest) and the Ontario Power Authority with respect to the price ACH Limited Partnership is to receive for power sold to the Ontario Power Authority. A copy of the Monitor’s Report is attached as Exhibit 99.1 and is incorporated herein by reference.

The Monitor’s Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of the Canadian Petitioners’ compliance with the monthly reporting requirements of the Canadian Court. The financial information in the Monitor’s Report has not been audited, reviewed or otherwise verified for accuracy or completeness by E&Y. Some of the information referred to in the Monitor’s Report consists of forecasts and projections.

Readers are cautioned that, since these projections are based upon assumptions about future events and conditions, the actual results will vary from the projections, even if the assumptions materialize, and the variations could be significant. The Monitor’s Report is in a format required by the Canadian Court and should not be used for investment purposes.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
10.1	CAN$230 million Super Priority Debtor-In-Possession Credit Facility dated December 9, 2009 between Abitibi-Consolidated Inc. and 3239432 Nova Scotia Company
99.1	Twenty-Fifth Report of the Monitor, dated December 9, 2009
99.2	AbitibiBowater Inc. press release dated December 9, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ABITIBIBOWATER INC.
Date: December 15, 2009	By:	/s/    JACQUES P. VACHON
	Name:	Jacques P. Vachon
	Title:	Senior Vice President and Chief Legal Officer

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INDEX OF EXHIBITS

Exhibit No.	Description
10.1	CAN$230 million Super Priority Debtor-In-Possession Credit Facility dated December 9, 2009 between Abitibi-Consolidated Inc. and 3239432 Nova Scotia Company
99.1	Twenty-Fifth Report of the Monitor, dated December 9, 2009
99.2	AbitibiBowater Inc. press release dated December 9, 2009

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EX-10.1

Exhibit 10.1

LETTER LOAN AGREEMENT

CDN$230,000,000 SUPER PRIORITY DEBTOR-IN-POSSESSION CREDIT FACILITY

December 9, 2009

Abitibi-Consolidated Inc.

1155 Metcalfe Street, Suite 800

Montreal, Quebec

H3B 5H2

Dear Sirs/Mesdames:

Abitibi-Consolidated Inc. (“ACI” or the “Borrower”), with certain of its subsidiaries (collectively, the “CCAA Debtors”), has applied and been granted relief as a debtor company under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) pursuant to an order of the Superior Court of Quebec (the “CCAA Court”) entered on April 17, 2009 (the “CCAA Order Date”), as amended prior to the date hereof, including pursuant to the second amended order dated May 6, 2009 (collectively, the “CCAA Order”).

Pursuant to a certain implementation agreement made as of September 3, 2009 and approved by the CCAA Court on September 29, 2009 among ACI, Abitibi-Consolidated Company of Canada (“ACCC”), Alcoa Canada Ltée (“Alcoa Canada”), Alcoa Ltd. (“Alcoa Ltd.” and together with Alcoa Canada and Alcoa Canada Energy Company (the latter being the entity referred to as “Newco”), collectively “Alcoa”), and Manicouagan Power Company (“MPCo”), to which HQ Énergie Inc. (“HQ Énergie”) intervened (the “Implementation Agreement”), ACI, ACCC, Alcoa and HQ Énergie have the common intent and objective to implement certain transactions in respect of the sale of MPCo and the business currently owned and operated by MPCo, the whole, substantially as described in the step plan attached to the Implementation Agreement (the “Proposed Transactions”).

In connection with the Proposed Transactions, Abitibi-Consolidated Company of Canada has made a capital cash contribution to 3239432 Nova Scotia Company (“ULC”) to secure the payment and indemnification obligations of ACI, ACCC and ULC under the Implementation Agreement and under the definitive agreements implementing the Proposed Transactions, including the indemnification obligations in connection with the Contingent Pension Liabilities (as such term is defined in the Implementation Agreement).

ACI seeks adequate financial resources to proceed with its restructuring and has requested that ULC provide a debtor-in-possession credit facility to ACI so that it and the other Loan Parties have access to the necessary liquidity to fund their working capital requirements. ULC has agreed to do so, and has agreed with Alcoa and the Borrower that Alcoa will, in certain circumstances specified herein, have the right to exercise its judgment where a decision of the Lender is required hereunder.

For purposes of (i) providing for working capital and for other general corporate purposes of the Borrower and its subsidiaries, (ii) paying fees and expenses associated with this Financing, and (iii) paying costs and expenses in connection with the CCAA Debtors’ proceedings pursuant to the CCAA (the “CCAA Cases”), ULC will provide to the Borrower up to CDN$230,000,000 (the “Commitment Amount”) of debtor-in-possession senior secured financing during the course of the CCAA Cases (the “DIP Facility” or the “Financing”), subject to the terms and conditions set forth or referred to in this letter loan agreement (as amended, restated and supplemented from time to time, this “Agreement”).

Capitalized terms used in this Agreement but not otherwise defined shall have the respective meanings given to them in Schedule A hereto. Each of the Schedules to this Agreement forms part of and is integral to this Agreement.

THE PARTIES
Borrower:	ACI
Lender:	ULC (together with its successors and permitted assigns, the “Lender”)
Subsidiary Guarantors:	The following subsidiaries of ACI shall guarantee the Obligations (collectively, the “Subsidiary Guarantors”): (i) Abitibi-Consolidated Company of Canada; (ii) 3224112 Nova Scotia Limited; (iii) Marketing Donohue Inc.; (iv) Abitibi-Consolidated Canadian Office Products Holdings Inc.; (v) 3834328 Canada Inc.; (vi) 6169678 Canada Incorporated; (vii) 4042140 Canada Inc.; (viii) Donohue Recycling Inc.; (ix) 1508756 Ontario Inc.; (x) Abitibi-Consolidated Nova Scotia Incorporated; (xi) Saguenay Forest Products Inc.; (xii) Les Explorations Terra Nova Ltd.; (xiii) The Jonquiere Pulp Company; (xiv) The International Bridge and Terminal Company; (xv) Scramble Mining Ltd.; and (xvi) 9150-3383 Québec Inc.
THE DIP FACILITY
DIP Facility:	The Lender hereby makes available, on a non-revolving basis, a DIP Facility of up to the Commitment Amount to the Borrower upon the terms and conditions hereof. The DIP Facility shall be made available by way of one or more interest free Loans in accordance with the terms and conditions of this Agreement. The Borrower may at any time request, in writing, the permanent reduction of any portion of the Commitment Amount which has not been advanced to the Borrower.

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Purpose:	The proceeds of the Loans advanced under the DIP Facility shall be used only for the following purposes:
	(i)      to provide working capital for, and for other general corporate purposes of, (x) the Borrower and (y) the Borrower’s subsidiaries that are Loan Parties, as well as Donohue Corp., Bridgewater Paper Company Limited and Abitibi-Consolidated (U.K.) Inc. subject to the limitation set out in paragraph 20 of Schedule D attached hereto, the whole substantially in accordance with the relevant Cash Forecast (as defined hereinafter);
	(ii)     to pay fees and expenses associated with the DIP Facility, including without limitation all reasonable legal and other out-of-pocket expenses incurred by the Lender and Alcoa in connection with the execution, maintenance and enforcement of this Agreement and the other DIP Loan Documents (collectively, the “DIP Expenses”); and
	(iii)   to pay costs and expenses in connection with the CCAA Cases.
	None of the proceeds shall be loaned or advanced to or for the benefit of any Person that is not a Loan Party except in accordance with paragraph 20 of Schedule D attached hereto.
Availability:	Subject to the satisfaction of the Initial Availability Conditions (as set forth below), the DIP Facility shall be available to the Borrower by way of: (i) an initial draw of CDN$130,000,000; (ii) two subsequent draws of $25,000,000 each; and (iii) the balance further to a Subsequent DIP Order (as defined hereinafter).
	Each borrowing of Loans under the DIP Facility shall be subject to the satisfaction of the Drawdown Conditions (as set forth below).
	Loans under the DIP Facility will cease to be available and the Lender shall have no further obligation to advance Loans to the Borrower on and after the occurrence of a Termination Event.
	Any amounts borrowed and repaid under the DIP Facility may not be re-borrowed.
Notice of Borrowing:	The Borrower shall provide to the Lender and Alcoa a borrowing request in the form attached as Schedule E (a “Borrowing Request”), in which, among other things, the Borrower shall represent and warrant to the Lender that all of the Drawdown Conditions have been satisfied.
Loan Proceeds:	The proceeds of all Loans advanced to the Borrower pursuant to this Agreement shall be paid to a bank account designated by the Borrower.

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Unadvanced Commitment Amount	At the request of the Borrower, any portion of the Commitment Amount which has not been advanced to the Borrower shall either: (i) be transferred to the Monitor and held in an interest bearing or investment account for the benefit of the Borrower, provided that any requests for advances shall be subject to the terms hereof as if the transfer of such monies to the Monitor had not occurred, and further provided that such amounts shall at all times remain subject to the security described below in favour of the Lender; or (ii) invested by the Lender in an interest bearing or investment account, in each case with all interest or income generated by such monies being for the benefit of the Borrower and remitted to the Borrower promptly following its request therefor.
Termination Event:	All Loans advanced hereunder shall be repaid in full and the DIP Facility shall terminate upon the earliest of (each, a “Termination Event”):
	(i)      December 31, 2010 (the “Outside Date”);
	(ii)     the effective date of a plan of compromise and arrangement of the CCAA Debtors pursuant to the CCAA (the “CCAA Plan”); and
	(iii)   acceleration of the DIP Facility in accordance with the terms hereof or upon the occurrence of an Event of Default.
Evidence of Borrowings:	The Lender’s accounts and records shall constitute, in the absence of manifest error, prima facie evidence of the indebtedness of the Borrower to the Lender.
REPAYMENT
Overdue Payments:	If the Borrower fails to make a payment when due, interest will be required, to the extent permitted by applicable law, to be paid on such overdue payment at an annual rate of 10%, from the due date thereof until the date of the actual payment, calculated daily.
Mandatory Repayments:	In the event that that the Lender is required to make any payment under the guarantee entered into between the Lender and Alcoa Ltd. as of December 9, 2009 (the “ULC Guarantee”) and the Lender does not have sufficient available unrestricted cash reserves to make such payment, the Borrower shall, upon prior written notice of not less than 5 Business Days from the Lender or from Alcoa, effect a repayment of the Loans, in cash, in such amount as is necessary to enable the Lender to satisfy its obligations under the ULC Guarantee.

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Voluntary Prepayment:	The Borrower shall have the right to prepay any or all of the Loans at any time without premium or penalty.
SECURITY AND PRIORITY
Security:	To secure all Obligations of each Loan Party under or in connection with the DIP Facility, the Lender shall be granted and will receive, pursuant to the CCAA DIP Order and the DIP Loan Documents, a fully perfected hypothec, mortgage, security interest and court-ordered superpriority charge ranking immediately after the CDN$140 million ACI DIP Charge as set forth in paragraph 89 of the CCAA Order (the “ACI Senior DIP Charge”), or applicable equivalents thereto outside of the Province of Quebec (such hypothec, mortgage, security interest and charge, collectively, the “DIP Liens”), on all of the existing and after acquired real and personal, tangible and intangible, assets of each of the Loan Parties, including, without limitation, all cash, cash equivalents, bank accounts, accounts, other receivables, chattel paper, contract rights, inventory, instruments, documents, securities (whether or not marketable), equipment, fixtures, real property interests, franchise rights, patents, tradenames, trademarks, copyrights, intellectual property, general intangibles, capital stock, investment property, supporting obligations, letter of credit rights, causes of action and all substitutions, accessions and proceeds of the foregoing, wherever located, including insurance or other proceeds (collectively, the “Collateral”). For greater certainty, the Collateral shall, in no circumstances, extend to (i) any assets sold or transferred pursuant to the Securitization Facility (whether before or after the date hereof), (ii) any assets of ACUSFC (as defined below) or (iii) any assets sold or transferred by any of the Loan Parties in accordance with an order of the CCAA Court.
Carve-Out:	Notwithstanding the foregoing, the DIP Liens in the Collateral shall be subject and subordinate to:
	(i)      an administration charge ordered by the CCAA Court (the “Administration Charge”) in an aggregate amount not exceeding CDN$6.0 million for the payment of (x) allowed and unpaid professional fees and disbursements incurred by professionals retained by ACI and its subsidiaries in respect of the CCAA Cases and the associated business and financial restructuring and (y) allowed professional fees and disbursements of the Monitor appointed in the CCAA Cases, including allowed legal fees and expenses of such Monitor;

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	(ii)     a directors’ charge (a “Directors’ Charge”) in favour of the directors and officers of ACI and Donohue Corp. and their respective subsidiaries on the existing terms and in an amount not to exceed CDN$22.5 million; and
	(iii)   the ACI Senior DIP Charge to the extent of the subrogation rights (the “Subrogation Rights”) of certain secured creditors of the Borrower pursuant to Paragraph 61.10 of the CCAA Order, estimated to be in an aggregate amount of approximately $40,000,000.
	The Lender hereby waives any right of subrogation which it may have by operation of law as a consequence of the repayment of a portion of the loan made available to the Borrower by Bank of Montreal pursuant to a loan agreement dated as of May 6, 2009 with the initial advance under the DIP Facility.
Permitted Encumbrances:	All Collateral shall be free and clear of other liens, encumbrances and claims, except for the following (collectively, the “Permitted Encumbrances”):
	(i)      the Administration Charge, the Directors’ Charge and the ACI Senior DIP Charge as specified in paragraph 89 of the CCAA Order, as well as any other Court-ordered charges ranking subordinate to the DIP Liens;
	(ii)     existing validly perfected liens granted by any of the Loan Parties prior to the CCAA Order Date, which shall rank after the DIP Liens; and
	(iii)   those Liens listed on Schedule B hereto.
	Notwithstanding the foregoing or anything to the contrary contained in this Agreement or any DIP Loan Document (including any provision for, reference to, or acknowledgement of, any Lien or Permitted Encumbrance), nothing herein and no approval by the Lender of any Lien or Permitted Encumbrance (whether such approval is oral or in writing) shall be construed as or deemed to constitute a subordination by the Lender of any security interest or other right, interest or Lien in or to the Collateral or any part thereof in favour of any Lien or Permitted Encumbrance or any holder of any Lien or Permitted Encumbrance, except to the extent specifically set forth herein or in such approval, and in the latter case, only if set forth in writing and signed by the Lender and by Alcoa.

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CONDITIONS TO EFFECTIVENESS AND AVAILABILITY
Initial Availability Conditions:	The effectiveness of the DIP Facility and the Lender’s obligation to advance the initial Loan hereunder shall be subject to and conditional upon the satisfaction of the following:
	(i)      receipt of a certified signed copy of the CCAA Order, which shall not have been vacated, reversed, modified, amended or stayed, and shall be effective notwithstanding appeal;
	(ii)     receipt of a certified signed copy of the order of the CCAA Court (the “CCAA DIP Order”), in form and substance satisfactory to the Lender and the Lender’s counsel (and to Alcoa and its counsel), approving and authorizing the DIP Facility and the granting of the DIP Liens, and which CCAA DIP Order (i) shall authorize the payment by the Loan Parties of all of the DIP Expenses provided for in respect of the DIP Facility in this Agreement and (ii) shall not have been vacated, reversed, modified, amended or stayed, and shall be effective notwithstanding appeal;
	(iii)   each of this Agreement and the other DIP Loan Documents shall have been duly executed and delivered to the Lender, with copies to Alcoa;
	(iv)    receipt by the Lender and Alcoa of satisfactory certificates of status, certificates of compliance, certificates of good standing or other equivalent certificates, issued in respect of each Loan Party by the applicable Governmental Authority in each Loan Party’s respective jurisdiction of incorporation or organization;
	(v)     receipt by the Lender and Alcoa of a certificate and/or certificates of each Loan Party signed on behalf of such Loan Party by its respective President, Chief Executive Officer, Treasurer or Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to relevant corporate matters;
	(vi)    no Default, Event of Default or Termination Event under the DIP Loan Documents shall have occurred and be continuing;

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	(vii)     receipt by the Lender and Alcoa of a duly executed Perfection Certificate;
	(viii)   receipt by the Lender and Alcoa of evidence acceptable to them that all other actions that the Lender and Alcoa may deem necessary or desirable in order to perfect the DIP Liens have been taken;
	(ix)      receipt by the Monitor (on behalf of the Lender and the secured creditors benefitting from the Subrogation Rights) of such certificates representing certificated securities of its wholly-owned Canadian subsidiaries which had been delivered to Bank of Montreal in connection with the BMO DIP Loan accompanied by undated transfer powers of attorney, duly executed in blank; and
	(x)       the Lender being named as additional insured under the liability insurance coverages maintained by the Loan Parties and loss payee on any casualty insurances in existence and required by the Lender, including insurance with respect to any real property Collateral.
Drawdown Conditions:	The obligation of the Lender to make a Loan to the Borrower on any date is subject to the satisfaction of the following conditions:
	(i)        receipt by the Lender (with a copy to Alcoa) of a duly executed Borrowing Request;
	(ii)       in the case of the second and third advances under the DIP Facility (each in the amount of CDN$25,000,000), the Borrower shall have provided notice of the drawdown in accordance with Paragraph 61.11 of the CCAA Order not less than five (5) Business Days prior to the proposed drawdown date and in the case of any other advance(s) under the DIP Facility (excluding the initial advance hereunder), an order of the CCAA Court authorizing such drawdown (each, a “Subsequent DIP Order”);
	(iii)      the representations and warranties contained in each of the DIP Loan Documents shall be correct in all material respects on and as of such date, before and after giving effect to such Loan (or continuance), as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Loan (or continuance);

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	(iv)    the Loan Parties shall not be in any material breach of any covenant under this Agreement or the other DIP Loan Documents;
	(v)     each of the Orders shall be executory notwithstanding appeals and shall not have been vacated, reversed, modified, amended or stayed in any respect without the prior written consent of the Lender and Alcoa, each acting in its sole discretion, other than any amendment or modification which does not impact the DIP Loan Documents or the DIP Liens; and
	(vi)    no Default, Event of Default or Termination Event under the DIP Loan Documents shall have occurred or be continuing.
REPRESENTATIONS; COVENANTS; EVENTS OF DEFAULT
Representations and Warranties:	See Schedule C.
Covenants:	See Schedule D.
Events of Default:	The occurrence of any of the following shall constitute an “Event of Default” under this Agreement:
	(i)      failure of the Borrower to pay (i) the principal of any Loan when due (including any mandatory prepayments thereof) or (ii) any other amount contemplated by the DIP Loan Documents within three Business Days after such other amount becomes due;
	(ii)     any of the Orders are stayed, vacated or otherwise cease to be in full force and effect or are modified or amended in a manner which could have a Material Adverse Effect, as determined by the Lender and by Alcoa, each in its sole discretion;
	(iii)   ACI fails to file a CCAA Plan with the CCAA Court that is accepted by the requisite majority of creditors of each class on or before September 30, 2010;
	(iv)    the termination of the Securitization Facility unless it is replaced with a similar facility acceptable to the Lender and Alcoa, acting reasonably;

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	(v)       the material breach of any provision hereof if not remedied within 30 days from its occurrence;
	(vi)      any representation or warranty provided in Schedule C attached hereto is inaccurate in any material respect when made;
	(vi)      the Borrower ceases to operate its business;
	(vii)     the Borrower and its subsidiaries are in material non-compliance with the current Cash Flow Forecast, or if any Cash Flow Forecast when provided shows that during the period covered by such Cash Flow Forecast, the Borrower will not have sufficient funds to carry on business, after taking into account (a) the amount of Loans available hereunder, and (b) the portion of the proceeds of permitted asset sales that can be retained and used by the Loan Parties that are expected to occur within the relevant period;
	(viii)   any custodian, liquidator, receiver, interim receiver or receiver-manager is appointed with respect to any Loan Party;
	(ix)      ACI or any of its subsidiaries (other than Bridgewater Paper Company Limited and Abitibi-Consolidated (U.K.) Inc.) becomes subject to a proceeding under the Bankruptcy and Insolvency Act (Canada) or equivalent bankruptcy statutes, or any Loan Party shall file a motion or other pleading seeking the dismissal of the CCAA Cases; and
	(x)       any material provision (as determined by the Lender or Alcoa, each in its sole discretion) of any DIP Loan Document shall for any reason cease to be valid and binding on and enforceable against any Loan Party intended to be a party to it, or any such Loan Party shall so state in writing.
Remedies:	Upon the occurrence of an Event of Default or Termination Event, whether or not there is availability under the DIP Facility, without any notice or demand whatsoever, the right of the Borrower to receive any Loan or other accommodation of credit shall be terminated, subject to any applicable notice provision in any Order (as the case may be) in the case of remedies against Collateral (which notice provisions must be acceptable to the Lender and Alcoa), and upon written notice to the Borrower (a “Repayment Demand”), the balance of the Loan shall become immediately due and payable without further notice.

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	Without limiting the foregoing, upon the occurrence of an Event of Default or Termination Event, the Lender shall have the right to exercise (and upon written request by Alcoa, shall exercise), upon 5 Business Days prior notice (the “Realization Notice”) to the Borrower, all other customary remedies, including, without limitation, the right to realize on all Collateral, to appoint a receiver or receiver-manager, and to call upon the Monitor to file a report with the CCAA Court advising it of the occurrence of such Event of Default and to the extent a Repayment Demand has been delivered, the fact that the DIP Facility is immediately due and payable.
PROTECTIVE PROVISIONS
Indemnity:	The Loan Parties will indemnify and hold harmless the Lender, Alcoa and each of their respective affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Person”) from and against any and all suits, actions, proceedings, orders, claims, damages, losses, liabilities and expenses (including reasonable legal fees and disbursements and other costs of investigation or defence, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as a result of or in connection with credit having been extended, suspended or terminated under the DIP Facility, the DIP Loan Documents or the use of the proceeds thereof, and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder or thereunder and any actions or failures to act in connection therewith including the taking of any enforcement actions by the Lender, including any and all environmental liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the DIP Loan Documents save and except in the case of gross negligence or wilful misconduct of an Indemnified Person (and provided that the gross negligence or wilful misconduct of the Lender shall not be considered the gross negligence or wilful misconduct of Alcoa and vice versa).
Taxes:	All payments made by any of the Loan Parties to the Lender under this Agreement and the other DIP Loan Documents shall be free and clear of any present or future Taxes whatsoever (other than income taxes in the jurisdictions applicable to the Lender).

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MISCELLANEOUS
Expenses:	The DIP Expenses shall be paid by the Borrower and shall be secured by the DIP Liens.
Notice:	All notices and other communications provided for hereunder shall be in writing (including via facsimile communication) and mailed, telecopied or delivered: (i)      if to a Loan Party, at 1155 Metcalfe Street, Suite 800, Montréal, Québec H3B 5H2, Attention: Chief Financial Officer and Chief Legal Officer, fax number 514.394.3644; with a copy to, Laura L. Moran, Vice President, U.S. Bank National Association, Corporate Trust Services Division, One Federal Street, 3rd Floor, Boston, MA 02110, tel.: 617-603-6429, fax: 617-603-6640, e-mail: laura.moran@usbank.com, Maslon Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, 90 South Seventh Street, Minneapolis, MN 55402, tel.: office 612-672-8335, fax: 612-642-8335, e-mail: Clark.whitmore@maslon.com and to Mark A. Klos, tel.: 612-672-8346, fax: 612-642-8346, e-mail: mark.klos@maslon.com; and to Marc Duchesne, Borden Ladner Gervais LLP, 1000 de la Gauchetière West, Suite 900, Montréal, Québec, H3B 5H4, tel.: 514-954-3102, fax: 514-954-1905, mduchesne@blgcanada.com, and to Michael MacNaughton, Borden Ladner Gervais LLP, Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3Y4, tel.: 416-367-6646, fax: 416-367-6749, mmacnaughton@blgcanada.com; and in the case of a Realization Notice, a copy to, Michael Pinzon, Wells Fargo, Bank, N.A., 45 Broadway, 14th Floor, New York, NY 10006, fax: 212-515-1576; with a copy to, Xeno Martis, Fasken Martineau DuMoulin LLP, 800 Place Victoria, Suite 3700, Montreal, Quebec, H4Z 1E9, Fax: 514-397-7600, xmartis@fasken.com; and with a copy to, Walter H. Curchack, Loeb & Loeb, 345 Park Avenue, New York, NY 10154, Fax: 212-504-8058, wcurchack@loeb.com; (ii)     if to the Lender, at 1155 Metcalfe Street, Suite 800, Montréal, Québec H3B 5H2, Attention: Chief Financial Officer and Chief Legal Officer, fax number 514-394-3644;

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with a copy to, Richard Lamarche, Vice President, Energy, 1 Place Ville Marie, Suite 2310, Montreal, Quebec, H3B 3M5, fax number (514) 904-5029, with a copy to Kenneth S. Atlas, Borden Ladner Gervais LLP, 1000 Boulevard de la Gauchetière West, Suite 900, Montreal, Quebec, H3B 5H4, Fax number 514-954-1905, e-mail: katlas@blgcanada.com, and to Kevin Kyte, Stikeman Elliott LLP, 1155 Boulevard René-Lévesque West, Suite 4000, Montreal, Quebec, H3B 3V2, fax : 514-397-3446, e-mail: kkyte@stikeman.com;

and a copy to, Laura L. Moran, Vice President, U.S. Bank National Association, Corporate Trust Services Division, One Federal Street, 3rd Floor, Boston, MA 02110, tel.: 617-603-6429, fax: 617-603-6640, e-mail: laura.moran@usbank.com, Maslon Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, 90 South Seventh Street, Minneapolis, MN 55402, tel.: office 612-672-8335, fax: 612-642-8335, e-mail: Clark.whitmore@maslon.com and to Mark A. Klos, tel.: 612-672-8346, fax: 612-642-8346, e-mail: mark.klos@maslon.com; and to Marc Duchesne, Borden Ladner Gervais LLP, 1000 de la Gauchetière West, Suite 900, Montréal, Québec, H3B 5H4, tel.: 514-954-3102, fax: 514-954-1905, mduchesne@blgcanada.com, and to Michael MacNaughton, Borden Ladner Gervais LLP, Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3Y4, tel.: 416-367-6646, Fax: 416-367-6749, mmacnaughton@blgcanada.com;

(iii)   if to Alcoa, to Richard Lamarche, Vice President, Energy, 1 Place Ville Marie, Suite 2310, Montreal, Quebec, H3B 3M5, fax number 514-904-5029, with a copy to Kenneth S. Atlas, Borden Ladner Gervais LLP, 1000 Boulevard de la Gauchetière West, Suite 900, Montreal, Quebec, H3B 5H4, Fax number 514-954-1905, e-mail: katlas@blgcanada.com, and to Kevin Kyte, Stikeman Elliott LLP, 1155 Boulevard René-Lévesque West, Suite 4000, Montreal, Quebec, H3B 3V2, fax : 514-397-3446, e-mail: kkyte@stikeman.com;

(iv)    if to SSN Collateral Trustee, to Laura L. Moran, Vice President, U.S. Bank National Association, Corporate Trust Services Division, One Federal Street, 3rd Floor, Boston, MA 02110, tel.: 617-603-6429, fax: 617-603-6640, e-mail: laura.moran@usbank.com, Maslon Edelman Borman & Brand, LLP, 3300 Wells Fargo Center, 90

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	South Seventh Street, Minneapolis, MN 55402, tel.: office 612-672-8335, fax: 612-642-8335, e-mail: Clark.whitmore@maslon.com and to Mark A. Klos, tel.: 612-672-8346, fax: 612-642-8346, e-mail: mark.klos@maslon.com; and to Marc Duchesne, Borden Ladner Gervais LLP, 1000 de la Gauchetière West, Suite 900, Montréal, Québec, H3B 5H4, tel.: 514-954-3102, fax: 514-954-1905, mduchesne@blgcanada.com, and to Michael MacNaughton, Borden Ladner Gervais LLP, Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3Y4, tel.: 416-367-6646, Fax: 416-367-6749, mmacnaughton@blgcanada.com, or, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, be effective three Business Days after being deposited in the mail, first class postage prepaid, and when delivered or telecopied, be effective when confirmed as received.
Right of Set-Off:	Subject to the Orders, upon the occurrence and during the continuance of any Event of Default or Termination Event, the Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lender to any of the Loan Parties against any and all of the Obligations now or hereafter existing under this Agreement or the DIP Loan Documents, irrespective of whether the Lender shall have made any demand under this Agreement or such DIP Loan Documents and although such obligations may be unmatured. The Lender agrees promptly to notify the applicable Loan Party after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lender under this provision are in addition to other rights and remedies (including other rights of set-off) that the Lender may have.
Governing Law:	This Agreement shall be construed in accordance with and governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein and the parties shall attorn to the non-exclusive jurisdiction of the courts of the Province of Quebec.

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Entire Agreement:	This Agreement, the DIP Loan Documents and all documents contemplated by or delivered under or in connection with this Agreement and the DIP Loan Documents, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or verbal.
Amendments:	No amendment, supplement, restatement or termination of any provision of this Agreement is binding unless it is in writing and signed by each party to this Agreement and Alcoa; provided that any amendment increasing the Commitment Amount, extending the Outside Date beyond December 31, 2010, affecting the priority of the DIP Liens or providing for interest on the Loans (other than as a result of the failure to make a payment when due pursuant to the terms hereof) requires the prior written consent of the SSN Collateral Trustee and the Senior Secured Noteholders holding a majority of the outstanding principal amount of the senior secured notes.
Waivers:	No failure to exercise, and no delay in exercising, on the part of the Lender or Alcoa (as assignee or otherwise), any right, remedy, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege shall preclude the exercise of any other right, remedy, power or privilege.
Assignment and Enurement:	This Agreement shall enure to the benefit of and be binding on the parties hereto and their successors and permitted assigns. The Borrower may not assign its rights or obligations under this Agreement or the DIP Loan Documents without the prior written consent of the Lender and Alcoa, which consent shall not be unreasonably withheld in the case of a corporate reorganization approved by the CCAA Court. The Lender may assign its Loans under the DIP Facility and its rights and interests under this Agreement and the other DIP Loan Documents to Alcoa and the SSN Collateral Trustee.
Voting	If the Lender assigns any part (but not all) of its Loans under the DIP Facility and its rights and interests under this Agreement and the other DIP Loan Documents in accordance with the terms of this Agreement, including by way of subrogation, then any action expressed to be taken or discretion expressed to be exercised hereunder by the Lender shall require the unanimous consent of the Lender and all such assignees or subrogated parties.
Counterparts:	This Agreement may be executed and delivered by way of facsimile and in any number of counterparts each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument.

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Choice of Language: It is the express wish of the parties that this document and any related documents be drawn up and executed in English. Les parties aux présentes ont expressément demandé que ce document et tous les documents s’y rattachant soient rédigés et signés en anglais.

[SIGNATURE PAGE FOLLOWS]

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If the foregoing is acceptable to you, please confirm your acceptance of the terms and conditions as set forth herein by executing and delivering this Agreement to the Lender.

Yours very truly,

3239432 NOVA SCOTIA COMPANY

Per:

Name:

Title:

ACKNOWLEDGED, AGREED AND ACCEPTED

this 9^th of December, 2009 by:

ABITIBI-CONSOLIDATED INC.

a debtor and a debtor-in-possession, as Borrower

Per:

Name:

Title:

Schedule A – Definitions and Interpretation

SECTION 1 – DEFINITIONS

1.1 Definitions.

In this Agreement, capitalized terms shall have the meanings given to them in the body of the Agreement, and:

(1) Affiliate means, as to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person or is a director or officer of such Person.

(2) BMO DIP Loan means the debtor-in-possession loan made available by Bank of Montreal to the Borrower pursuant to the loan agreement dated May 6, 2009.

(3) Business Day means a day on which banks are open for business in the City of Montreal, but does not include a Saturday, Sunday or holiday in the Province of Quebec. Each Business Day will end at 4:00 p.m. (Montreal time) on that day.

(4) Cash Flow Forecast means, collectively, the 13-week cash flow forecast prepared each week by the Borrower in form and with detail substantially similar to the 13-week cash flow forecast previously delivered in connection with BMO DIP Loan, which shall reflect the Borrower’s good faith projection of all cash receipts and disbursements in connection with the operation of the businesses of the Borrower and its subsidiaries for the next 13 week period.

(5) Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, or the dismissal or appointment of management, of a Person, whether through the ability to exercise voting power, by contract or otherwise.

(6) Default means any event or condition that constitutes an Event of Default or Termination Event or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default or Termination Event.

(7) DIP Loan Documents means, collectively, the following agreements, each of which shall be in form and substance satisfactory to the Lender and Alcoa, each in its sole discretion:

(a) this Agreement;

(b) a deed of hypothec with and without delivery for an amount of CDN$230,000,000 charging the universality of each Loan Party’s movable and immovable property, present and future (the “Hypothec”);

(c) a guarantee from each of the Subsidiary Guarantors of all of the obligations of the Borrower under the DIP Loan Documents;

(d) a debenture charging the real property and personal property of each Loan Party (the “Debenture”) ; and

Sch. A - 1

(e) any other similar or related document (including any control agreement if required) reasonably required to perfect or render the security enforceable.

(8) Effective Date means the date upon which all of the Initial Availability Conditions have been satisfied or waived.

(9) Environmental Laws means all treaties, laws, rules, regulations, codes, ordinances, orders, decrees, directives, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, the preservation or reclamation of natural resources, the generation, management, Release of, or exposure to, any Hazardous Material or to occupational health and safety matters.

(10) Governmental Authority means the government of Canada or any other nation, or any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

(11) Hazardous Materials means (i) any petroleum products or by-products and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and other ozone-depleting substances, and toxic mold; and (ii) any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any Environmental Law.

(12) Lien means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge (including any court-ordered charge) or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities owned by the applicable Person, any purchase option, call or similar right of a third party with respect to such securities.

(13) Loan Parties means the Borrower and each Subsidiary Guarantor.

(14) Loan means each of the loans and advances made by the Lender pursuant to this Agreement.

(15) Material Adverse Effect means a material adverse effect on (a) the business, assets, results of operations or financial condition of the Borrower and its subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any of its material obligations under any DIP Loan Document, (c) the Collateral, taken as a whole, or the Lender’s DIP Liens on the Collateral, taken as a whole, or the priority of such DIP Liens, or (d) the rights and remedies of the Lender under the DIP Loan Documents.

(16) Monitor means Ernst & Young Inc. in its capacity as court appointed monitor in the CCAA Cases.

Sch. A - 2

(17) Obligations means all the indebtedness, liabilities and obligations of each of the Loan Parties, present and future, direct and indirect, absolute and contingent, matured and unmatured, solidarily, at any time or from time to time existing or arising under or by virtue of or otherwise in connection with this Agreement and any other DIP Loan Documents which are or may become at any time and from time to time owing or payable by any Loan Party to the Lender, or which remain owing and unpaid to the Lender, including, without limitation, any costs or expenses, including all reasonable legal and other costs, incurred by the Lender in connection with preserving or enforcing, or attempting to preserve or enforce, their rights under this Agreement or the DIP Loan Documents.

(18) Orders means, collectively, the CCAA Order and the CCAA DIP Order.

(19) Perfection Certificate means a certificate executed by an officer of each Loan Party which provides details of the Collateral owned by each Loan Party, in form and substance satisfactory to the Lender and to Alcoa.

(20) Person means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

(21) Requirement of Law means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and by-laws or other organizational or governing documents of such Person and (b) any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, and including Environmental Laws.

(22) Securitization Facility means the receivables purchase facility pursuant to the Second Amended and Restated Purchase and Contribution Agreement dated as of June 16, 2009 among ACI, Abitibi Consolidated Sales Corporation (“ACSC”) and Abitibi-Consolidated U.S. Funding Corp. (“ACUSFC”) and to the Second Amended and Restated Receivables Purchase Agreement dated as of June 16, 2009 among ACUSFC, Citibank, N.A., Barclays Bank plc, Citibank, N.A., ACSC, ACI, Barclays Capital Inc. and The CIT Group / Business Credit, Inc. and any agreement and/or document executed and/or delivered in connection therewith.

(23) Senior Secured Noteholders means the holders of the 13.75% senior secured notes due in 2011 issued by ACCC in the initial aggregate principal amount of up to US$413,000,000.

(24) SSN Collateral Trustee means U.S. Bank National Association or its successor in accordance with the terms of the indenture dated April 1, 2008 among ACCC, the Borrower, the other guarantors party thereto and others pursuant to which the Senior secured notes were issued.

(25) subsidiary means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any

Sch. A - 3

other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the limited or general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

(26) Taxes means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

SECTION 2 – INTERPRETATION

(1) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (f) any reference to any Requirement of Law shall, unless otherwise specified, refer to such Requirement of Law as amended, modified or supplemented from time to time.

(2) For purposes of any assets, liabilities or entities located in the Province of Quebec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (a) “personal property” shall include “movable property”, (b) “real property” or “real estate” shall include “immovable property”, (c) “tangible property” shall include “corporeal property”, (d) “intangible property” shall include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior claim” and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under the PPSA or Code shall include publication under the Civil Code of Quebec, (g) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” lien or security interest as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”, (i) “goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall include a “mandatary”, (k) “construction liens” shall include “legal hypothecs”; (1) “joint and several” shall include “solidary”; (m) “gross negligence or wilful misconduct” shall be deemed to be “intentional or gross fault”; (n) “beneficial ownership” shall include “ownership on behalf of another as mandatary”; (o) “easement” shall include “servitude”; (p) “priority” shall include “prior claim”; (q) “survey” shall include “certificate of location and plan”; (r) “state” shall include “province”; (s) “fee simple title” shall include “absolute ownership”; and (t) “accounts” shall include “claims”.

Sch. A - 4

Schedule B – Permitted Encumbrances

1. Any Lien for Taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established and, if required hereunder, cash collateral has been provided to the Lender.

2. Any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent.

3. Liens constituting encumbrances in the nature of zoning restrictions, easements (including reciprocal easement agreements), rights-of-way, municipal building and zoning ordinances and similar charges, utility agreements, covenants, reservations, restrictions, encroachments, charges, encumbrances, or other similar restrictions, title defects or other irregularities that were not incurred in connection with and do not secure indebtedness for borrowed money and do not materially affect the value the property subject to such Lien or the use of such property in the conduct of the business of any Loan Party.

4. Liens in connection with indebtedness for borrowed money so long as such Liens extend solely to the property (and improvements and proceeds of such property) acquired with the proceeds of such indebtedness or subject to the applicable capital lease.

5. Liens arising from judgments, orders, or other awards, provided that such Lien is replaced or discharged on or prior to the earlier of (i) thirty (30) days following the date on which such Lien arises, and (ii) the date such judgement shall have been vacated, discharged, stayed or bonded pending appeal.

6. Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar legislation.

7. Liens given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with business operations or the ownership of a Loan Party’s assets, provided that such Liens do not materially interfere with the use of such Loan Party’s assets or the operation of its business.

8. Any permitted lien granted to secure the Securitization Facility, as amended from time to time.

Sch. B - 1

Schedule C – Representations and Warranties

The Borrower represents and warrants to the Lender that:

1. Organization; Qualification; Authority. The Borrower and each of its subsidiaries (i) is a corporation, partnership, limited liability company or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation except where the failure to be in good standing, individually or in the aggregate, would not have a Material Adverse Effect, (ii) is duly qualified as a foreign corporation (or other entity) and in good standing (or the functional equivalent thereof, if applicable) in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to so qualify or be licensed and in good standing (or the functional equivalent thereof, if applicable), individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (iii) subject to the entry of the CCAA Order by the CCAA Court, has all requisite power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.

2. No Contravention. Upon the entry of the applicable Orders, the execution, delivery and performance by each Loan Party of this Agreement, and each of the other DIP Loan Documents to which it is or is to be a party, and the consummation of each aspect of the transactions contemplated hereby and thereby, are within such Loan Party’s constitutive powers, have been duly authorized by all necessary constitutive action, and do not (i) contravene such Loan Party’s constitutive documents, (ii) violate any Requirement of Law, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, or any of their properties entered into by such Loan Party after the CCAA Order Date, or (iv) except for the Liens created under the DIP Loan Documents and the Orders, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its subsidiaries.

3. Execution; Enforceability. This Agreement has been, and each of the other DIP Loan Documents when delivered hereunder will have been, duly executed and delivered by each Loan Party thereto. This Agreement is, and each other DIP Loan Document when delivered hereunder will be, subject to the entry of the applicable Order, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms and the Orders.

Sch. C - 1

4. Approvals and Consents. Except for the entry of the Orders, filings or recordings already made or to be made pursuant to any federal law, rule or regulation or filings or recordings to be made in any jurisdiction outside of Canada, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party, is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement or any other DIP Loan Document to which it is or is to be a party, or for the consummation of each aspect of the transactions contemplated hereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the DIP Loan Documents, (iii) the validity, priority, perfection or maintenance of the Liens created under the DIP Loan Documents (including the requisite priority set forth in the Orders) or (iv) subject to the Orders, the exercise by the Lender of its rights under the DIP Loan Documents or the remedies in respect of the Collateral pursuant to the DIP Loan Documents.

5. Subsidiaries. The Perfection Certificate sets forth a complete and accurate list of all of the subsidiaries of the Borrower (including each Loan Party), showing as of the Effective Date as to each subsidiary, its jurisdiction of incorporation or organization, the percentage of its equity interests held by the Borrower or a subsidiary, and, with respect to each Loan Party, such Loan Party’s exact legal name, chief executive office, type of organization and organizational identification number.

6. Capital Stock. As of the Effective Date, all of the outstanding capital stock of each Loan Party (other than the Borrower) has been validly issued, is fully paid and non-assessable and is owned by Persons listed in the Perfection Certificate in the percentages specified therein free and clear of all Liens, except for the DIP Liens and Permitted Encumbrances.

7. Properties. As of the Effective Date, each of the Loan Parties has good and marketable title (subject only to Permitted Encumbrances) to the properties reflected on ACI’s consolidated balance sheet as of December 31, 2008 (other than those properties disposed of since that date, which are listed in Schedule F). Each of the Loan Parties owns and has on the date hereof good and marketable title or subsisting leasehold interest subject to Permitted Encumbrances to, and enjoys on the date hereof peaceful and undisturbed possession of, all such material properties, including without limitation, the Collateral, that are necessary for the operation and conduct of its business. There are no Liens of any nature whatsoever on any assets of any Loan Party other than: (i) Liens granted pursuant to the Orders, this Agreement and the DIP Loan Documents except as set out in the Orders and (ii) Permitted Encumbrances. No Loan Party is party to any contract, agreement, lease or instrument entered into on or after the CCAA Order Date the performance of which, either unconditionally or upon the happening of an event, will result in or require the creation of a Lien that is not a Permitted Encumbrance on any assets of such Loan Party in violation of this Agreement.

8. Tax Returns. Each Loan Party and each of its subsidiaries has filed or caused to be filed all tax returns and reports (federal, state, provincial, local and foreign) which are required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, together with applicable interest and penalties, except Taxes that are being

Sch. C - 2

contested in good faith by appropriate proceedings and for which such Loan Party, as applicable, has (a) set aside on its books adequate reserves, and (b) to the extent the aggregate exposure of the Loan Parties to Liens for Taxes that could rank prior to the DIP Liens exceeds CDN$10,000,000, provided cash collateral to the Lender for the amount of such exposure in excess of CDN$10,000,000.

9. Tax Withholdings. Each of the Loan Parties has withheld from each payment to each of their respective officers, directors and employees the amount of all Taxes, including income tax, pension plan, unemployment insurance and other payments and deductions required to be withheld therefrom, and has paid the same to the proper taxation or other receiving authority in accordance with all Requirements of Law. No Loan Party is subject to any claim by or liability to any of their respective officers, directors or employees for salary (including vacation pay) or benefits which would rank in whole or in part pari passu with or prior to the Liens created by the DIP Loan Documents. For any Canadian pension plan, and for any other Canadian benefit plan of the Loan Parties, which is a defined contribution plan or a defined benefit plan requiring any Loan Party to contribute thereto, or to deduct from payments to any individual and pay such deductions into or to the credit of such Canadian pension plan or Canadian benefit plan, all required employer contributions have been properly withheld by such Loan Party and fully paid into the funding arrangements for the applicable Canadian pension plan or Canadian benefit plan other than the failure to pay the special amortization payments pursuant to any of its Canadian pension plans. Any assessments owed to the Pension Benefits Guarantee Fund established under the Pension Benefits Act (Ontario), or other assessments or payments required under similar legislation in any other jurisdiction, have been paid when due.

10. Security Documents and Perfection. Each of the Hypothec and the Debenture is effective to create in favour of the Lender an enforceable security interest in or hypothec on the Collateral described therein and proceeds and products thereof. When financing statements and certified statements in appropriate form are filed in the applicable public offices in the applicable jurisdictions and such other filings and actions as specified in each of the Hypothec and the Debenture have been completed, each of the Hypothec and the Debenture shall constitute a valid and fully perfected Lien on, and, as applicable, security interest and hypothec in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in each case prior in right to any other Person (except for any Permitted Encumbrances which rank prior to the Liens in favour of the Lender).

11. Mortgages. Each of the Debenture and the Hypothec when delivered by the Loan Parties with respect to the real property Collateral will be effective to create in favour of the Lender an enforceable Lien on the mortgaged properties described therein and, when filed in the recording office designated by the Borrower, shall constitute a validly registered Lien on all right, title and interest of the Loan Parties in the mortgaged properties described therein, as security for the Obligations, in each case prior in right to any other Person (other than Persons holding any Permitted Encumbrances which rank prior to the Liens in favour of the Lender).

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12. Insurance. The Loan Parties maintain insurance policies and coverage which (i) is sufficient for compliance with all Requirements of Law and of all material agreements to which any Loan Party is a party, (ii) is provided under valid, outstanding and enforceable policies, and (iii) provides adequate insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) as are usually insured against in the same general area by Persons engaged in the same or a similar business to the assets and operations of the Loan Parties. All such material policies are in full force and effect, all premiums with respect thereto have been paid in accordance with their respective terms, and no notice of cancellation or termination has been received with respect to any such policy. No Loan Party maintains any formalized self-insurance program with respect to its assets or operations or material risks with respect thereto.

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Schedule D – Covenants

The Borrower agrees and covenants and shall cause each of the Subsidiary Guarantors to covenant and agree in its guarantee of the Borrower’s obligations that, so long as any Obligations remain outstanding under the DIP Facility, each Loan Party:

1. Corporate Existence. Shall preserve and maintain in full force and effect all governmental rights, privileges, qualifications, permits, licenses and franchises necessary or desirable in the normal conduct of its business; provided that, notwithstanding the foregoing, such failure to preserve the same shall only be permitted if it could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

2. Compliance with Laws. Shall comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

3. Insurance.

(i) Shall keep its insurable properties insured at all times, against such risks, including fire and other risks insured against by extended coverage, as is customary with companies of the same or similar size in the same or similar businesses (subject to deductibles and including provisions for self-insurance); and maintain in full force and effect public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by a Loan Party in such amounts and with such deductibles as are customary with companies of the same or similar size in the same or similar businesses and in the same geographic area and in each case with financially sound and reputable insurance companies (subject to provisions for self-insurance).

(ii) Shall, in the case of any fire, accident or other casualty causing loss or damage to any Collateral of any Loan Party, cause all proceeds of such policies to be used promptly to repair or replace any such damaged properties, unless otherwise directed by the Lender.

(iii) Shall obtain endorsements to the policies pertaining to all physical properties in which the Lender shall have a Lien under the DIP Loan Documents, naming the Lender as a loss payee and containing (A) provisions that such policies will not be cancelled without 30 days prior written notice having been given by the insurance company to the Lender, and (B) a standard non contributory “mortgagee”, “lender” or “secured party” clause, as well as such other provisions as the Lender may require to fully protect the Lender’s interest in the Collateral and to any payments to be made under such policies. All original policies or true copies thereof are to be delivered to the Lender, premium prepaid.

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4. Obligations and Taxes. Shall pay all its obligations arising after the CCAA Order Date promptly and, in accordance with their terms except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and pay and discharge and cause each of its subsidiaries to pay and discharge promptly all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property other than de minimus amounts in relation to Taxes, assessments, governmental charges or levies arising, or attributed to the period, after the CCAA Order Date, before the same shall become in default, as well as all lawful claims for labour, materials and supplies or otherwise arising after the CCAA Order Date which, if unpaid, would become a Lien or charge upon such properties or any part thereof; provided, however, that each Loan Party shall not be required to pay and discharge or to cause to be paid and discharged any such Tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings, in each case, if the Loan Parties shall (a) have set aside on their books adequate reserves therefor in conformity with GAAP, and (b) to the extent that the aggregate exposure of the Loan Parties to Liens for Taxes that could rank prior to the DIP Liens exceeds CDN$10,000,000, have provided cash collateral to the Lender for the amount of such exposure in excess of CDN$10,000,000.

5. Access to Books, Records and Properties.

(i) Shall maintain or cause to be maintained at all times true and complete books and records in accordance with GAAP of the financial operations of the Borrower and its subsidiaries; and provide the Lender, Alcoa and their respective representatives access to all such books and records during regular business hours upon reasonable advance notice, in order that the Lender and Alcoa may examine and make abstracts from such books, accounts, records and other papers for the purpose of verifying the accuracy of the various reports delivered by any Loan Party to the Lender and Alcoa pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement and to discuss the affairs, finances and condition of the Loan Parties with the officers and independent accountants of the Borrower; provided that the Borrower shall have the right to be present at any such visit or inspection.

(ii) Shall grant the Lender and Alcoa access to and the right to inspect all reports, audits and other internal information of the Loan Parties relating to environmental matters upon reasonable advance notice, but subject to appropriate limitations so as to preserve attorney-client privilege.

(iii) Shall at any reasonable time and from time to time during regular business hours, upon reasonable notice, permit the Lender and/or any representatives designated by the Lender (including any consultants, accountants, lawyers and appraisers retained by the Lender or Alcoa) to visit the properties of the Loan Parties to conduct evaluations, appraisals, environmental assessments and ongoing

Sch. D - 2

maintenance and monitoring in connection with the Collateral, and to monitor the Collateral and all related systems; provided that the Borrower shall have the right to be present at any such visit and, unless an Event of Default has occurred and is continuing, such visits permitted under this clause (iii) shall be coordinated through the Lender and shall be made no more frequently than once in any fiscal quarter.

6. Use of Proceeds. Shall use the proceeds of the Loans solely for the purposes, and subject to the restrictions, set forth under the heading “Purpose”.

7. Validity of Loan Documents. Shall object to any application made on behalf of any Loan Party or by any Person to the validity of any DIP Loan Document or the applicability or enforceability of any DIP Loan Document or which seeks to void, avoid, limit, or otherwise adversely affect the security interest created by or in any DIP Loan Document or any payment made pursuant thereto.

8. Further Assurances.

(i) Shall promptly upon reasonable request by the Lender or Alcoa, correct, and cause each of its subsidiaries promptly to correct, any material defect or error that may be discovered in any DIP Loan Document or in the execution, acknowledgment, filing or recordation thereof.

(ii) Shall promptly upon reasonable request by the Lender or Alcoa, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Lender or Alcoa may reasonably require from time to time in order to (A) carry out more effectively the purposes of the DIP Loan Documents, (B) to the fullest extent permitted by Requirements of Law, subject any Loan Party’s properties, assets, rights or interests to the Liens now or hereafter required to be covered by any of the DIP Loan Documents, (C) perfect and maintain the validity, effectiveness and priority of any of the DIP Loan Documents and any of the Liens required to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Lender the rights granted or now or hereafter intended to be granted to the Lender under any DIP Loan Document or under any other instrument executed in connection with any DIP Loan Document to which any Loan Party is or is to be a party.

9. Maintenance of Properties, Etc. Shall (i) maintain and preserve all of its properties that are used or useful in the conduct of its business in good working order and condition as when new, ordinary wear and tear excepted, and will from time to time make or cause to be made all appropriate repairs, renewals and replacements thereof except where failure to do so would not have a Material Adverse Effect; provided that, this covenant shall not prohibit the sale, transfer or other disposition of any such property

Sch. D - 3

consummated in accordance with the other terms of this Agreement, and in particular with the terms of section 10 below, (ii) keep its equipment and inventory (other than inventory sold in the ordinary course of business) at the locations leased or owned by a Loan Party on the date hereof or, upon 30 days’ prior written notice to the Lender and Alcoa, at such other places in Canada designated by such Loan Party in such notice, and (iii) pay promptly when due all property and other Taxes, assessments and governmental charges or levies imposed upon, and all claims (including, without limitation, claims for labor, materials and supplies) against, the Collateral.

10. Asset Dispositions. Shall not sell, alienate, assign, lease or otherwise dispose of all or any part of the property or assets presently held or subsequently acquired by any Loan Party (other than sales of inventory in the ordinary course of business or in connection with the Securitization Facility), or enter into any sale-leaseback transaction with respect to its property or assets. Notwithstanding the foregoing and provided no Event of Default or Termination Event has occurred, the Loan Parties shall be permitted to sell property and assets at fair market value if sanctioned by the Monitor or the CCAA Court, provided that all proceeds of asset sales (other than sales of inventory in the ordinary course of business or in connection with the Securitization Facility) received from and after the date hereof from any Person other than another Loan Party in an aggregate amount in excess of CDN$50,000,000 (the “Asset Sale Threshold”) shall be retained by the Borrower in one or more blocked accounts pledged to the Lender (although the Borrower shall not be required to retain therein an aggregate amount in excess of the Commitment Amount), subject to a control agreement and the other DIP Loan Documents, and be used to repay the DIP Loans when due, either at maturity or as a result of an Event of Default or Termination Event. None of the Loan Parties shall be entitled to have access to any of such proceeds in the blocked accounts other than and only to the extent such aggregate proceeds exceed the Commitment Amount. With regard to any such proceeds below the Asset Sale Threshold, the use or disposition of any such proceeds shall be in accordance with the order of the CCAA Court issued when the relevant disposition is approved (or thereafter).

11. Liens. Shall not incur, create, assume or suffer to exist any Lien on any asset of the Loan Parties now owned or hereafter acquired by a Loan Party, other than: (i) Permitted Encumbrances or (ii) Liens in favour of the Lender.

12. Transactions with Affiliates. Shall not enter into or permit any of its Subsidiary Guarantors to enter into any transaction with any Affiliate, other than (a) any transaction pursuant to the Securitization Facility or (b) any transaction on terms and conditions at least as favourable to the applicable Loan Party as could reasonably be obtained at that time in a comparable arm’s length transaction with a Person other than an Affiliate, except for the following: (i) any transaction between any Loan Party and any other Loan Party; (ii) any transaction between any Loan Party and any non-Loan Party that is in the ordinary course of business, is for a consideration that substantially represents fair market value, and is in a manner consistent with past practice; or

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(iii) reasonable and customary director, officer and employee compensation and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the relevant board of directors.

13. Distributions. Shall not declare or pay any dividends on, or make any other distributions (whether by reduction of capital or otherwise) with respect to any shares of the Loan Parties, without the prior written consent of the Lender and Alcoa, except to another Loan Party.

14. Mergers; etc. Shall not enter into any merger, amalgamation, consolidation, reorganization or recapitalization, or change ownership or Control of the Loan Parties, except to the extent such transaction only involves one or more of the other Loan Parties (provided that such transaction would not result in a Material Adverse Effect), without the prior written consent of the Lender and Alcoa.

15. Pre-Petition Payments. Shall not make any pre-petition payment other than as permitted in the Orders, including payments in connection with any other court order to which the Lender has consented or not objected, and shall not waive, amend, modify, terminate or release the provisions of (i) any pre-petition debt or (ii) any document, agreement or instrument evidencing, creating or governing any post-petition indebtedness or any other material pre-petition or post-petition agreement if in the case of clause (i) or (ii), the same could reasonably be expected to adversely affect the Lender or Alcoa.

16. Modification of Orders. Shall not seek or consent to, any modification, stay, vacation or amendment to the Orders without the prior consent of the Lender and Alcoa, other than any amendment or modification which does not materially and negatively impact the DIP Loan Documents or the DIP Liens.

17. Plans. Shall not seek or consent to any plan of reorganization or liquidation or any plan of arrangement unless all of the indebtedness under the DIP Facility is to be paid in full in cash or other immediately available funds and the arrangements provided for in the DIP Loan Documents are terminated pursuant thereto prior to or contemporaneously with the effectiveness of such plan.

18. No Other DIP Facilities. Shall not request any additional debtor-in-possession facility from any other Person unless the proceeds of such facility are used to repay all outstanding Loans.

19. Reporting. The Borrower shall deliver to the Lender, Alcoa and the SSN Collateral Trustee: (i) a Cash Flow Forecast every Friday (or at latest, Monday), provided such Cash Flow Forecast may not be prepared for two weeks during the 2009 Christmas holiday period; (ii) for each month, as soon as available and in any event within 30 days after the end of such month, the financial information required to be delivered to the CCAA Court for such month; (iii) as soon as possible and in any event within three Business Days after any responsible officer of the Borrower has knowledge of the

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occurrence of each Default, a statement of such responsible officer (or person performing similar functions) of the Borrower setting forth details of such Default or other event and the action that the Borrower has taken and proposes to take with respect thereto, provided that such obligation may be satisfied by posting documents containing such information on a website maintained by the Borrower and the Monitor; and (iv) promptly after the commencement thereof, notice of each unstayed action, suit, investigation, litigation and proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any Loan Party or any of its subsidiaries that (a) is reasonably likely to be determined adversely and if so determined adversely could be reasonably likely to have a Material Adverse Effect or (b) purports to affect the legality, validity or enforceability of this Agreement or any other DIP Loan Document or the consummation of the transactions contemplated hereby.

20. Advances. Shall, not at any time after the Effective Date, permit to exist any loans or advances to, or guarantee an obligation of any other Person (without taking into account any loan or advance made prior to the Effective Date) except (i) loans or advances made by one Loan Party to any other Loan Party, and (ii) loans or advances made by a Loan Party to Donohue Corp., Abitibi-Consolidated (UK) Inc. or Bridgewater Paper Company Limited for an aggregate amount not exceeding US$30,000,000 at all times or with the prior approval of the CCAA Court, up to US$50,000,000 at all times.

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Schedule E – Form of Borrowing Request

[DATE]

3239432 Nova Scotia Company

1155 Metcalfe Street, Suite 800

Montreal, Quebec

H3B 5H2

Attention:	Chief Financial Officer
Fax No.:	(514) 394-3644

Dear Sirs/Mesdames:

Reference is made to that certain Letter Loan Agreement dated as of December [9], 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), between 3239432 Nova Scotia Company, as lender (the “Lender”) and Abitibi-Consolidated Inc. (the “Borrower”), as borrower. Capitalized terms used and not defined herein have the meanings given to them in the Loan Agreement.

The Borrower hereby gives irrevocable notice, in accordance with the Loan Agreement, that it hereby requests a Loan in the amount of CDN$[—] be made available to it.

The Borrower is familiar with and has examined the provisions of the Loan Agreement and has made reasonable investigations of its records and those of its subsidiaries and based on the foregoing and as of the date of this Borrowing Request, hereby certifies to the Lender that:

(i) the aggregate amount of Loans which are, or will be outstanding after the advance of any Loans requested under this Borrowing Request, is not greater than CDN$[—] million;

(ii) the representations and warranties contained in each of the DIP Loan Documents are correct in all material respects on and as of the date hereof, before and after giving effect to the Loan requested (or continued) hereby, as though made on and as of the date hereof, other than any such representations or warranties that, by their terms, refer to a specific date other than the date hereof;

(iii) none of the Loan Parties are in any material breach of any of their covenants under the Loan Agreement or the other DIP Loan Documents;

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(iv) each of the Orders (if applicable) are executory notwithstanding appeals and have not been vacated, reversed, modified, amended or stayed in any respect as of the date hereof without the prior written consent of the Lender;

(v) no Default, Event of Default or Termination Event under the DIP Loan Documents has occurred or is continuing.

IN WITNESS WHEREOF, the Borrower has caused this Borrowing Request to be executed and delivered by their duly authorized officers as of the date first set forth above.

ABITIBI-CONSOLIDATED INC., as Borrower
By:
	Name:
	Title:

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Schedule F – Properties Disposed of in 2009

1. 76,624 hectares of private timberlands for CDN$70,000,000.

a. The Seigneurie of Perthuis, located in the Mauricie region, sold to Solifor Perthuis SEC. (newly formed limited partnership composed of Societe de gestion d’actifs forestiers Solifor, s.e.c. and the principal shareholder of Scierie Dion & Fils inc., a local sawmill operator).

b. The Seigneuries of Nicolas Riou and Lac Mitis was sold respectively to Solifor Nicolas Riou, SEC. and Solifor Lac Mitis (limited partnerships created by Societe de gestion d’actifs forestiers Solifor, s.e.c. Scotia Capital Inc.).

2. Approximately 121,000 hectares (300,000 acres) of private timberlands in Quebec, Canada. Timberlands located in the Mauricie, Charlevoix and Saguenay regions were sold to two newly formed limited partnerships held by Societe de gestion d’actifs forestiers Solifor, s.e.c. Timberlands located in the Cote-Nord region were sold to Amenagements forestiers Portneuf (3908666 Canada Inc.).

3. The Champneuf, La Baie et Laterrière sawmills was demolished for total proceeds of CDN$147,000.00.

4. Several pieces of equipments were sold through the restructuring process.

5. Parcels of lands were sold to regularize the third party occupation for nominal amounts.

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EX-99.1

Exhibit 99.1

CANADA	SUPERIOR COURT
PROVINCE OF QUÉBEC DISTRICT OF MONTRÉAL No.: 500-11-036133-094	Commercial Division Sitting as a court designated pursuant to the Companies’ Creditors Arrangement Act, R.S.C., c. C-36, as amended
	IN THE MATTER OF THE PLAN OF COMPROMISE OR ARRANGEMENT OF:
	ABITIBIBOWATER INC., a legal person incorporated under the laws of the State of Delaware, having its principal executive offices at 1155 Metcalfe Street, in the City and District of Montréal, Province of Quebec, H3B 5H2;
	And
	ABITIBI-CONSOLIDATED INC., a legal person incorporated under the laws of Canada, having its principal executive offices at 1155 Metcalfe Street, in the City and District of Montréal, Province of Quebec, H3B 5H2;
	And
	BOWATER CANADIAN HOLDINGS INC., a legal person incorporated under the laws of the Province of Nova Scotia, having its principal executive offices at 1155 Metcalfe Street, in the City and District of Montréal, Province of Quebec, H3B 5H2;
	And
	the other Petitioners listed on Appendices “A”, “B” and “C”;
	Petitioners
	And
	ERNST & YOUNG INC., a legal person under the laws of Canada, having a place of business at 800 René-Lévesque Blvd. West, Suite 1900, in the City and District of Montréal, Province of Quebec, H3B 1X9;
	Monitor

TWENTY-FIFTH REPORT OF THE MONITOR

DECEMBER 9, 2009

INTRODUCTION

1. On April 17, 2009, Abitibi-Consolidated Inc. (“ACI”) and its subsidiaries listed in Appendix “A” hereto (collectively with ACI, the “ACI Petitioners”) and Bowater Canadian Holdings Incorporated (“BCHI”) and its subsidiaries listed in Appendix “B” hereto (collectively with BCHI, the “Bowater Petitioners”) (the ACI Petitioners and the Bowater Petitioners are collectively referred to herein as the “Petitioners”) filed for and obtained protection from their creditors under the Companies’ Creditors Arrangement Act (the “CCAA” and the “CCAA Proceedings”) pursuant to an Order of this Honourable Court, as amended on May 6, 2009 (the “Initial Order”). Pursuant to an Order of this Honourable Court dated November 10, 2009, Abitibi-Consolidated (U.K.) Inc., a subsidiary of ACI, was added to the list of the ACI Petitioners.

2. Pursuant to the Initial Order, Ernst & Young Inc. (“EYI”) was appointed as monitor of the Petitioners (the “Monitor”) under the CCAA and a stay of proceedings in favour of the Petitioners was granted until May 14, 2009 (the “Stay Period”). The Stay Period has been subsequently extended to December 15, 2009 pursuant to further Orders of this Honourable Court.

3. On April 16, 2009, AbitibiBowater Inc. (“ABH”), Bowater Inc. (“BI”), and certain of their direct and indirect U.S. and Canadian subsidiaries, including BCHI and Bowater Canadian Forest Products Inc. (“BCFPI”) (collectively referred to herein as “U.S. Debtors”), filed voluntary petitions (collectively, the “Chapter 11 Proceedings”) for relief under Chapter 11 of the U.S. Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “U.S. Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “U.S. Bankruptcy Court”).

4. The Petitioners are all subsidiaries of ABH (ABH, collectively with its subsidiaries, are referred to as the “ABH Group”).

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5. On April 17, 2009, ABH and the petitioners listed on Appendix “C” hereto (collectively with ABH, the “18.6 Petitioners”) obtained Orders under Section 18.6 of the CCAA in respect of voluntary proceedings initiated under Chapter 11 and EYI was appointed as the information officer in respect of the 18.6 Petitioners.

6. On April 16, 2009, ACI and ACCC filed petitions for recognition under Chapter 15 of the U.S. Bankruptcy Code. On April 21, 2009, the U.S. Bankruptcy Court granted the recognition orders under Chapter 15 of the U.S. Bankruptcy Code.

7. On April 22, 2009, the Court amended the Initial Order to extend the stay of proceedings to the partnerships (the “Partnerships”) listed in Appendix “D” hereto.

BACKGROUND

8. ABH is one of the world’s largest publicly traded pulp and paper manufacturers. It produces a wide range of newsprint and commercial printing papers, market pulp and wood products. The ABH Group owns interests in or operates pulp and paper facilities, wood products facilities and recycling facilities located in Canada, the United States, the United Kingdom and South Korea.

9. Incorporated in Delaware and headquartered in Montreal, Quebec, ABH functions as a holding company and its business is conducted principally through four direct subsidiaries: BI, Bowater Newsprint South LLC (“Newsprint South”) (BI, Newsprint South and their respective subsidiaries are collectively referred to as the “BI Group”), ACI (ACI and its subsidiaries are collectively referred to as the “ACI Group”) and AbitibiBowater US Holding LLC (“ABUSH”) (ABUSH and its respective subsidiaries are collectively referred to as the “DCorp Group”).

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10. ACI is a direct and indirect wholly-owned subsidiary of ABH. ABH wholly owns BI which in turn, wholly owns BCHI which, in turn, indirectly owns BCFPI which carries on the main Canadian operations of BI.

11. ACCC, a wholly-owned subsidiary of ACI, and BCFPI hold the majority of ABH’s Canadian assets and operations.

PURPOSE

12. This is the twenty-fifth report of the Monitor (the “Twenty-Fifth Report”) in these CCAA Proceedings, the purpose of which is to report to this Honourable Court with respect to the following:

(i) the Petitioners’ five-week cash flow results for the period from October 19, 2009 to November 22, 2009 (the “Reporting Period”), in accordance with the first stay extension order of this Honourable Court (the “First Stay Extension Order”), and to provide details with respect to the following:

(a) an update regarding the overview of the current market conditions in the forest products industry provided in the twentieth report of the Monitor dated November 4, 2009 (the “Twentieth Report”);

(b) the receipts and disbursements of the ACI Group and BCFPI for the Reporting Period with a discussion of the variances from the respective forecasts (the “ACI Forecast” and the “BCFPI Forecast”) set forth in the Twentieth Report;

(c) the current liquidity and revised cash flow forecasts of the ACI Group and BCFPI for the 17-week period ending March 21, 2010;

(d) an update with respect to certain key performance indicators (“KPIs”); and

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(ii) an update on an agreement between ACH LP (“ACH”), which is a non-filed subsidiary of ACCC, and the Ontario Power Authority (the “OPA”) guaranteeing the price ACH is to receive for power sold to the OPA (the “ACH Power Purchase Agreement”).

TERMS OF REFERENCE

13. In preparing this Twenty-Fifth Report, the Monitor has been provided with and, in making comments herein, has relied upon unaudited financial information, the ABH Group’s books and records, financial information and projections prepared by the ABH Group and discussions with management of the ABH Group (the “Management”). The Monitor has not audited, reviewed or otherwise attempted to verify the accuracy or completeness of such information and, accordingly, the Monitor expresses no opinion or other form of assurance in respect of such information contained in this Twenty-Fifth Report. Some of the information referred to in this Twenty-Fifth Report consists of forecasts and projections. An examination or review of the financial forecast and projections, as outlined in the Canadian Institute of Chartered Accountants Handbook, has not been performed. Future-oriented financial information referred to in this Twenty-Fifth Report was prepared by the ABH Group based on Management’s estimates and assumptions. Readers are cautioned that, since these projections are based upon assumptions about future events and conditions, the actual results will vary from the projections, even if the assumptions materialize, and the variations could be significant.

14. Capitalized terms not defined in this Twenty-Fifth Report are as defined in the previous reports of the Monitor and the Initial Order. All references to dollars are in U.S. currency and are translated at a rate of CDN$1.00=US$0.90 unless otherwise noted.

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15. Copies of all of the Monitor’s Reports, in both English and French, including a copy of this Twenty-Fifth Report, and all motion records and Orders in the CCAA Proceedings will be available on the Monitor’s website at www.ey.com/ca/abitibibowater. The Monitor has also established a bilingual toll-free telephone number that is referenced on the Monitor’s website so that parties may contact the Monitor if they have questions with respect to the CCAA Proceedings.

16. Copies of all of the U.S. Bankruptcy Court’s orders are posted on the website for Epiq Bankruptcy Solutions LCC (“Epiq”) at http://chapter11.epiqsystems.com/abitibibowater. The Monitor has included a link to Epiq’s website from the Monitor’s website.

CURRENT MARKET CONDITIONS IN THE FOREST PRODUCTS INDUSTRY

17. Pursuant to the First Stay Extension Order, the Monitor has provided this Honourable Court with regular reports on the Petitioners’ cash flows for each four-week period following the date of the First Stay Extension Order. These regular reports have included details with respect to the market conditions in the forest products industry.

18. While the forest products industry has faced significant challenges with respect to pricing and demand as indicated in previous reports of the Monitor, the Petitioners have advised the Monitor that the market has shown signs of rebounding.

19. As noted in previous reports of the Monitor, pricing in the North American newsprint market has been increasing over the last several months. According to a release on RISI.com on November 20, 2009 (the “RISI Report”), one of the Petitioners’ competitors, Kruger Inc. (“Kruger”), has announced a price increase of $25 per tonne for January and February, 2010. The Petitioners have advised the Monitor that they will also be increasing prices in two $25 per tonne

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increments, which has also been reported by RISI.com. Such increases are effective January 1, 2010 and February 1, 2010 for customers in North America. The chart below from RISI.com details prices for newsprint over the last several months.

20. Despite recent price increases and the resulting cash flow impact, the debt rating for White Birch Paper Inc. (“White Birch”) was recently downgraded by Standard & Poors (“S&P”). S&P notes that the White Birch downgrade is primarily due to “elevated debt levels and continued weak market conditions for newsprint”.

21. Although not a significant producer of pulp, both BCFPI and the ACI Group produce pulp for sale to third parties. As noted in previous reports of the Monitor, the price for pulp has been increasing over the last several months. According to a report on RISI.com dated November 20, 2009, pulp prices have increased approximately $200 per tonne since April, 2009, as detailed in the graph from RISI.com below.

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22. The Ontario Ministry of Northern Development, Mines and Forestry has recently announced that it has put into place a tender process to re-allocate cutting rights to Crown timberlands in Ontario that are currently not being used (the “Provincial Wood Supply Competitive Process”). The Provincial Wood Supply Competitive Process involves the possible cancellation of current Crown fibre supply agreements (some of which may be held by the Petitioners) and the re-bidding of such licenses.

RECEIPTS AND DISBURSEMENTS FROM OCTOBER 19, 2009 TO NOVEMBER 22, 2009 FOR THE ACI GROUP AND BCFPI

The ACI Group

23. The table below summarizes the ACI Group’s (including DCorp) actual receipts and disbursements for the Reporting Period, which is detailed in Appendix “E” of this Twenty-Fifth Report, with a comparison to the ACI Forecast amounts provided in the Twentieth Report.

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	US$000
	Actual			Forecast			Variance
Opening Cash	$	110,746		$	110,746		$	—		—
Receipts		310,343			271,387			38,956		14	%
Disbursements
Net Trade Disbursements		(156,006	)		(137,573	)		(18,433	)	(13	%)
Intercompany		(16,890	)		—			(16,890	)	N/A
Other		(85,999	)		(87,808	)		1,809		2	%
		(258,895	)		(225,381	)		(33,514	)	(15	%)
Financing
Securitization Inflows / (Outflows)		10,712			(1,334	)		12,046		903	%
Adequate Protection by DCorp to ACCC Term Lenders		(3,180	)		(3,537	)		357		10	%
DIP Interest & Fees		(1,814	)		(245	)		(1,569	)	(640	%)
Restructuring & Other Items		(4,268	)		(5,000	)		732		15	%
Foreign Exchange Translation		(4,272	)		—			(4,272	)	N/A
		(2,822	)		(10,116	)		7,294		72	%
Net Cash Flow		48,626			35,890			12,736		35	%
Ending Cash	$	159,372		$	146,636		$	12,736		9	%
DIP Availability (net of minimum undrawn balance)		32,700			32,700			—		—
Available Liquidity	$	192,072		$	179,336		$	12,736		7	%

24. As shown in the table above, the ACI Group’s total receipts for the Reporting Period, net of joint venture remittances, were approximately $39.0 million higher than projected in the ACI Forecast. Disbursements were $33.5 million higher than projected in the ACI Forecast and Financing cash flow was approximately $7.3 million greater than projected in the ACI Forecast. Overall, the ending cash balance and available liquidity were each approximately $12.7 million higher than the ACI Forecast.

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Receipts

25. A breakdown of the receipts for the Reporting Period are outlined in the table below:

		$US 000
Receipts	Para.	Actual			Forecast			Variance			Variance %
A/R Collections	26(i)	$	214,113		$	212,052		$	2,061		1	%
Intercompany A/R Settlement	26(i)		43,551			—			43,551		N/A
Joint Venture Remittances, Net	26(i)		(19,574	)		(17,417	)		(2,157	)	(12	%)
Collections on Behalf of Joint Ventures	26(ii)		3,804			20,466			(16,662	)	(81	%)
Net A/R Collections			241,894			215,101			26,793		12	%
Other Inflows	26(iii)		68,449			56,286			12,163		22	%
Total Receipts		$	310,343		$	271,387		$	38,956		14	%

26. The variance analysis has been compiled based on discussions with Management and the following represents the more significant reasons for the variances:

(i) A/R Collections, inclusive of receipts related to Intercompany A/R Settlements, net Joint Venture Remittances, and Collections on Behalf of Joint Ventures, were approximately $241.9 million during the Reporting Period compared to a forecast amount of $215.1 million resulting in a positive variance of approximately 12%.

Intercompany A/R Settlements represent payments to the ACI Group from an affiliated ABH Group entity for ACI Group accounts receivable that were collected by the affiliated entity, such as BI or BCFPI.

(ii) Collections on Behalf of Joint Ventures totalled approximately $3.8 million during the Reporting Period. This amount represents amounts collected by the ACI Group for accounts receivable that belong to a joint venture partner. Such amounts will be paid to the joint venture partner on a monthly basis or in accordance with the joint venture agreement. The collections on behalf of joint ventures were $3.8 million for the Reporting Period as compared to a forecast amount of $20.5 million resulting in a negative variance of approximately $16.7 million.

This variance is partly due to the fact that certain portions of amounts collected on behalf of joint ventures are also included in the “A/R Collections” line and have not yet been specifically allocated to “Collections on Behalf of Joint Ventures” as these amounts are allocated on a monthly basis.

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During the Reporting Period, disbursements related to Joint Venture Remittances totalled approximately $19.6 million resulting in a negative variance of $2.2 million. This is primarily due the remittance of funds to one of the ACI Group’s joint ventures, Donohue Malbaie, for funds received from customers of the Donohue Malbaie joint venture by the ACI Group. The chart below summarizes collections by the ACI Group from customers of its most significant joint venture partners (Augusta and Donohue Malbaie) and subsequent remittances to joint ventures since April 17, 2009:

	US$000
	Augusta		Donohue Malbaie		Total
Collections by the ACI Group	100,231		17,923		118,154
Remittances to JVs by the ACI Group	(96,454	)	(11,674	)	(108,128	)
	3,777		6,249		10,026

(iii) Other Inflows, which includes tax refunds and other miscellaneous receipts, totalled $68.4 million during the Reporting Period. The ACI Forecast included projected receipts of $56.3 million. The difference is primarily due to higher than forecast receipts related to road tax credits (approximately $2.3 million), receipts related to reforestation work (approximately $1.3 million) and receipts related to energy credits received from the Province of Ontario (approximately $1.3 million). The balance of this variance is due to a number of miscellaneous mill level deposits such as benefit reimbursements and tax refunds.

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Disbursements

27. A breakdown of the disbursements related to Net Trade Disbursements for the Reporting Period is outlined below:

		$US 000
	Para.	Actual			Forecast			Variance			Variance %
Trade Payables	28(i)	$	(168,079	)	$	(129,936	)	$	(38,143	)	(29	%)
Intercompany A/P Settlement	28(i)(b)		13,385			—			13,385		N/A
Payments on Behalf of Affiliates	28(ii)		(1,312	)		—			(1,312	)	N/A
Capital Expenditures	28(iii)		—			(7,637	)		7,637		100	%
Net Trade Disbursements		$	(156,006	)	$	(137,573	)	$	(18,433	)	(13	%)

28. The variance analysis with respect to the disbursements for the more significant variances has been compiled based on discussions with Management and the following represents a summary of the reasons for the variances:

(i) Disbursements related to Trade Payables were approximately $168.1 million during the Reporting Period, which was $38.1 million greater than the ACI Forecast. Management has advised that the variance is primarily due to the following:

(a) Capital Expenditures have been included in the actual amount for Trade Payables disbursements until such time as the ACI Group identifies and allocates the disbursements which are capital in nature;

(b) the ACI Group regularly disburses amounts on behalf of other affiliated entities which are included in Trade Payables (as noted above, the ACI Group was reimbursed by affiliates for approximately $13.4 million of such amounts, detailed on the Intercompany A/P Settlements line, during the Reporting Period). The quantum of amounts disbursed on behalf of other entities is not known until such time as the Petitioners reconcile their intercompany accounts, which is done on a regular basis; and

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(c) Production levels are higher (approximately 11% or 24,000 tonnes for the month of November) than forecast in the ACI Forecast which has necessitated increased investments in working capital to support the increased sales to customers.

(ii) Payments on Behalf of Affiliates represent amounts disbursed on behalf of ACH. Such amounts were reimbursed by ACH in the week ended November 29, 2009.

(iii) As noted above, Capital Expenditures are not tracked on a weekly basis. The disbursements related to capital disbursements have been included in the Trade Payables disbursement line. Management has advised the Monitor that capital expenditures for the month of October, 2009 totalled approximately $0.9 million.

29. The net disbursements related to intercompany collections are detailed in the chart below:

		$US 000
	Para.	Actual			Forecast		Variance			Variance %
A/R Collections - Affiliates	29(i)	$	16,621		$	—	$	16,621		N/A
Intercompany A/R Settlements	29(ii)		(33,511	)		—		(33,511	)	N/A
		$	(16,890	)	$	—	$	(16,890	)	N/A

(i) A/R Collections – Affiliates totalled approximately $16.6 million during the Reporting Period. As part of its normal Cash Management System, the ACI Group regularly collects accounts receivable on behalf of other ABH Group entities. As it is not possible to forecast which customers will incorrectly pay the ACI Group on behalf of the other entities, collections on behalf of affiliates are not forecast by the Petitioners. The funds are paid on a regular basis by the ACI Group to the appropriate ABH Group entity, which payments are reflected in the Intercompany A/R Settlements line of the “Intercompany” section of the cash flow statement. As discussed in the next section, an amount of approximately $33.5 million was paid out to affiliates during the Reporting Period by the ACI Group to reimburse affiliates for collections made on their behalf by the ACI Group.

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(ii) The ACI Group does not forecast the disbursement of Intercompany A/R Settlements as it is not possible to predict which customers will pay the incorrect ABH Group entity for accounts receivable. The corresponding receipt of these amounts collected from affiliate customers is included in the A/R Collections – Affiliates line included in the “Intercompany” section of the cash flow statement.

(iii) The reason for the negative variance noted above is that certain accounts receivable are not identified as belonging to affiliated entities due to a delay in the receipt of remittance advices from customers. As remittance advices are received from customers the required funds are transferred to the relevant entity.

30. Disbursements related to “Other” items are summarized in the chart below:

		$US 000
	Para.	Actual			Forecast			Variance			Variance %
Marine Freight Payments	30(i)	$	(8,128	)	$	(6,500	)	$	(1,628	)	(25	%)
Utility Payments	30(ii)		(28,025	)		(34,779	)		6,754		19	%
Payroll & Benefits	30(iii)		(49,846	)		(46,529	)		(3,317	)	(7	%)
Net Other Disbursements		$	(85,999	)	$	(87,808	)	$	1,809		2	%

(i) Marine Freight Payments totalled $8.1 million during the Reporting Period. This compares to an amount of $6.5 million in the ACI Forecast. The reason for this variance is due to an increase in international shipments that require the use of marine freight. As an example, international shipments between August and October increased by approximately 47%, necessitating greater use of Marine Freight during the Reporting Period.

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(ii) Utility Payments were approximately $6.8 million less than forecast. Under the agreement the ACI Group has with its various power suppliers, it is required to pay a certain fixed amount on a weekly basis. The ACI Forecast contemplates that all such payments to utility suppliers will be made; however, based on monthly reconciliations of actual consumption, the relevant invoices and payments and the consent of the utility, certain payments were not required to be made.

(iii) Total payments for Payroll & Benefits were $49.8 million during the Reporting Period compared to an amount of approximately $46.5 million in the ACI Forecast. This variance is primarily a timing variance due to the payment of payroll withholding taxes that were forecast to be paid outside of the Reporting Period.

Financing

31. Details regarding the ACI Group’s financing activities are summarized in the following table:

		$US 000
Financing	Para.	Actual			Forecast			Variance			Variance %
Securitization Inflows / (Outflows)	32(i)	$	10,712		$	(1,334	)	$	12,046		903	%
Adequate Protection by DCorp to ACCC Term Lenders	32(ii)		(3,180	)		(3,537	)		357		10	%
DIP Interest & Fees	32(iii)		(1,814	)		(245	)		(1,569	)	(640	%)
Restructuring & Other Items	32(iv)		(4,268	)		(5,000	)		732		15	%
Foreign Exchange Translation	32(v)		(4,272	)		—			(4,272	)	N/A
		$	(2,822	)	$	(10,116	)	$	7,294		72	%

32. The variance analysis with respect to the ACI Group’s financing activities has been compiled based on discussions with Management and the following represents a summary of the reasons for the variances:

(i) Securitization Inflows/(Outflows) totalled an inflow of approximately $10.7 million compared to a projected outflow of approximately $1.3 million during the Reporting Period due to higher than forecast sales and a more favourable accounts receivable aging profile.

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(ii) Adequate Protection by DCorp to ACCC Term Lenders totalled approximately $3.2 million compared to a forecast amount of $3.5 million. The reason for the difference is due to the fact that certain professional fees originally forecast as part of Adequate Protection by DCorp to ACCC Term Lenders were included in the Restructuring & Other Items line.

(iii) DIP Interest & Fees were greater than forecast due to the fact that approximately $1.5 million was paid during the Reporting Period to Bank of Montreal and Investissement Quebec to extend the ACI DIP Facility to December 15, 2009. This payment was not contemplated by the ACI Forecast.

(iv) Payments for Restructuring & Other Items totalled approximately $4.3 million compared to a forecast of $5.0 million. The difference is primarily due to the timing of receipt of invoices from various professional service firms.

(v) Amounts on the Foreign Exchange Translation line represent the difference between the actual exchange rate between Canadian and U.S. dollars at the time of conversion as compared to the forecast rate of CDN$1.00=US$0.90. During the Reporting Period the value of the Canadian dollar fluctuated between US$0.9243 and US$0.9715.

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BCFPI

33. The following table summarizes the receipts and disbursements of BCFPI for the Reporting Period, which is detailed in Appendix “F” of this Twenty-Fifth Report:

	US$000
	Actual			Forecast			Variance
Receipts	$	78,830		$	61,204		$	17,626		29	%
Disbursements
Net Trade Disbursements		(50,607	)		(41,642	)		(8,965	)	(22	%)
Intercompany		(2,465	)		—			(2,465	)	N/A
Other		(18,068	)		(13,022	)		(5,046	)	(39	%)
		(71,140	)		(54,664	)		(16,476	)	(30	%)
Financing
Interest		(1,415	)		(1,502	)		87		6	%
Restructuring Costs		(1,391	)		(1,465	)		74		5	%
Foreign Exchange Translation		(2,243	)		—			(2,243	)	N/A
		(5,049	)		(2,967	)		(2,082	)	70	%
Net Cash Flows		2,641			3,573			(932	)	(26	%)
Opening Cash		7,401			7,401			—		—
Ending Cash	$	10,042		$	10,974		$	(932	)	(8	%)

34. As detailed in the table above, BCFPI’s total receipts for the Reporting Period were approximately $17.6 million higher than the BCFPI Forecast. Disbursements were $16.5 million higher than the BCFPI Forecast and Financing disbursements were $2.1 million greater than forecast. BCFPI had cash on hand of $10.0 million at November 22, 2009. Overall, the ending cash balance was approximately $0.9 million lower than the BCFPI Forecast.

Receipts

35. A breakdown of the BCFPI receipts are summarized in the table below:

		US$000
Receipts	Para.	Actual		Forecast		Variance			Variance %
A/R Collections	36(i)	$	13,505	$	54,204	$	(40,699	)	(75	%)
Intercompany A/R Settlements	36(i)		41,909		—		41,909		N/A
Total A/R Collections			55,414		54,204		1,210		2	%
Advances from Bowater Inc.	36(ii)		9,000		7,000		2,000		29	%
Other Inflows	36(iii)		14,416		—		14,416		N/A
Total Receipts		$	78,830	$	61,204	$	17,626		29	%

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36. The variance analysis with respect to the receipts has been compiled based on discussions with Management and the following represents a summary of the reasons for the significant variances:

(i) Total A/R Collections were approximately $55.4 million resulting in a positive variance of approximately $1.2 million.

Pursuant to BCFPI’s normal practice and the Cash Management System, sales which are made to customers domiciled in the United States are sold through an affiliate, Bowater America Inc. (“BAI”). BAI, which is a subsidiary of BI, collects the accounts receivable from the third party customers and then remits these funds via an Intercompany A/R Settlement to BCFPI. BCFPI continues to reconcile its intercompany trade receivables on a regular basis.

In addition to the above, BI collects substantially all accounts receivable related to BCFPI’s sale of pulp. Such amounts are reconciled and transferred from BI to BCFPI on a monthly basis. Transfers of pulp receipts through the end of October have been paid to BCFPI.

(ii) On a net basis, Advances from Bowater Inc. totalled $9.0 million during the Reporting Period. Advances of $7.0 million were forecast in the BCFPI Forecast. The higher than forecast advances were required to maintain BCFPI’s liquidity at approximately $10 million.

(iii) Amounts received related to Other Inflows were approximately $14.4 million during the Reporting Period. Such receipts primarily represent various sales tax refunds (approximately $5.6 million), amounts received in respect of reforestation work (approximately $3.1 million) and deposits made at the mill level. BCFPI does not typically forecast the receipt of such amounts.

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Disbursements

37. Details regarding disbursements related to Net Trade Disbursements are summarized in the following table:

		US$000
	Para.	Actual			Forecast			Variance			Variance %
Trade Payables	38(i)	$	(37,208	)	$	(39,335	)	$	2,127		5	%
Intercompany A/P Settlements - Disbursements	38(ii)		(1,646	)		—			(1,646	)	N/A
Capital Expenditures	38(iii)		—			(2,307	)		2,307		100	%
Payments on Behalf of Affiliates	38(iv)		(11,753	)		—			(11,753	)	N/A
Net Trade Disbursements		$	(50,607	)	$	(41,642	)	$	(8,965	)	(22	%)

38. The variance analysis with respect to BCFPI’s disbursements has been compiled based on discussions with Management and the following represents a summary of the reasons provided for these variances:

(i) Disbursements related to Trade Payables were approximately $2.1 million less than projected during the Reporting Period. Included in the Trade Payables line in the BCFPI Forecast is approximately $3.1 million in respect of disbursements related to Freight. If this amount is removed from the forecast the negative variance is approximately $1.0 million.

Receipts related to Intercompany A/P Settlements - Receipts were nil during the Reporting Period. Such amounts typically represent reimbursement for amounts disbursed on behalf of Mersey, which is a joint venture partially owned by BI. The actual amount transferred was nil due to a delay in the settlement of certain amounts due to BCFPI. The revised forecast in Appendix “H” contemplates that these amounts will be settled in the week ended November 29, 2009.

(ii) Intercompany A/P Settlements - Disbursements represent BCFPI reimbursing related entities for payments made on its behalf. During the Reporting Period, such payments totalled approximately $1.6 million and are primarily reimbursements to the ACI Group for freight costs.

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(iii) Capital Expenditures are not tracked on a weekly basis. As such, disbursements for this line item have been included in Trade Payables. The Monitor has been advised that capital expenditures for October, 2009 were approximately $0.8 million.

(iv) Payments on Behalf of Affiliates were $11.8 million during the Reporting Period. These payments primarily represent disbursements made by BCFPI on behalf of Mersey. Due to the integrated nature of the operations of the Petitioners and the Cash Management System, such payments occur on a regular basis. BCFPI does not typically forecast such payments, nor does it typically forecast the repayment of these items. During the Reporting Period BCFPI was not directly reimbursed for all amounts disbursed on behalf of Mersey since the date of filing (as detailed in the table below). As noted above, a settlement in respect of this item is forecast to occur in the week ended November 29, 2009.

	US$000
Cash Receipts on Behalf of Mersey	36,637
Reimbursements for Payments Made	30,968
Amounts Disbursed on Behalf of Mersey	(73,489	)
Net Cash Flow	(5,884	)

39. Actual receipts and disbursements related to intercompany accounts receivable transactions are summarized in the table below:

		US$000
	Para.	Actual			Forecast		Variance			Variance %
A/R Collections - Affiliates	39(i)	$	5,049		$	—	$	5,049		N/A
Intercompany A/R Settlements	39(ii)		(7,514	)		—		(7,514	)	N/A
		$	(2,465	)	$	—	$	(2,465	)	N/A

(i) Receipts related to A/R Collections – Affiliates totalled approximately $5.0 million during the Reporting Period. Such amounts are regularly collected by BCFPI as part of the operation of the Cash Management System.

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(ii) Payments for Intercompany A/R Settlements totalled approximately $7.5 million during the Reporting Period. Intercompany A/R Settlements represent payments made by BCFPI to reimburse related entities for accounts receivable incorrectly paid to BCFPI by ABH-affiliated customers.

(iii) The quantum of Intercompany A/R Settlements is greater than A/R Collections – Affiliates due to the fact that unapplied cash is occasionally identified as belonging to an affiliated ABH Group entity after it has been reported on a weekly basis as belonging to BCFPI.

40. Disbursements for “Other” items are as follows and are summarized in the table below:

		US$000
	Para.	Actual			Forecast			Variance			Variance %
Freight	40(i)	$	(3,666	)	$	(932	)	$	(2,734	)	(293	%)
Intercompany SG&A Allocation	40(ii)		—			(400	)		400		100	%
Payroll and Benefits	40(iii)		(14,402	)	$	(11,690	)		(2,712	)	(23	%)
		$	(18,068	)	$	(13,022	)	$	(5,046	)	(39	%)

(i) Disbursements for Freight totalled $3.7 million during the Reporting Period. This compares to an amount of approximately $0.9 million in the BCFPI Forecast. As noted above, a portion of freight costs were forecast as part of the Trade Payables line. The quantum of this portion is approximately $3.1 million. Taking this reclassification into account, the variance related to Freight is approximately $0.4 million positive.

(ii) Amounts related to the Intercompany SG&A Allocation were not settled during the Reporting Period. Such amounts are now forecast to be paid in December, 2009.

- 21 -

(iii) During the Reporting Period, payments in respect of Payroll and Benefits totalled $14.4 million. The BCFPI Forecast projected disbursements in the amount of $11.7 million. The reason for this variance is primarily due to the early payment of benefits which was forecast to be paid in the week ended December 6, 2009.

Financing

41. Details regarding financing are summarized in the following table:

		US$000
Financing	Para.	Actual			Forecast			Variance			Variance %
Interest	42	$	(1,415	)	$	(1,502	)	$	87		6	%
Restructuring Costs	43		(1,391	)		(1,465	)		74		5	%
Foreign Exchange Translation	44		(2,243	)		—			(2,243	)	N/A
Cash Flow from Financing/Restructuring		$	(5,049	)	$	(2,967	)	$	(2,082	)	(70	%)

42. Disbursements related to Interest, which were forecast to be approximately $1.5 million, were approximately $1.4 million.

43. Restructuring Costs were approximately $1.4 million compared to a forecast amount of $1.5 million.

44. Amounts on the Foreign Exchange Translation line represent the difference between the actual exchange rate at the time of conversion between Canadian and U.S. dollars as compared to the forecast rate of CDN$1.00=US$0.90.

CURRENT LIQUIDITY POSITION AND THE 17-WEEK CASH FLOW FORECASTS

45. Attached as Appendices “G” and “H”, respectively, are the updated 17-week cash flow forecasts of the ACI Group (including DCorp) and BCFPI through March 21, 2009.

- 22 -

46. As at November 22, 2009, the ACI Group had cash on hand of approximately $159.4 million. In addition to this amount, the undrawn portion of the ACI DIP Facility was $45.2 million. However, pursuant to the ACI DIP Facility, $12.5 million of this amount must remain undrawn, thereby resulting in net available liquidity under the ACI DIP Facility of $32.7 million. Accordingly, the total liquidity of the ACI Group was $192.1 million ($159.4 million cash plus $32.7 million of the ACI DIP Facility) as at November 22, 2009.

47. The ACI Group’s actual liquidity to November 22, 2009 and forecast total liquidity for the 17 weeks ending March 21, 2010 is set forth in Appendix “G” and is summarized in the graph below:

48. The ACI Group’s total available liquidity at March 21, 2010, which is the end of the 17-week period in the forecast in Appendix “G”, is projected to be approximately $246.7 million. The primary reason for the difference in forecast liquidity at March 21, 2010 and the liquidity at the end of the ACI Forecast is the fact that the proceeds from the sale of ACCC’s interest in the Manicouagan Power Company (“MPCo”) are now included in the updated cash flow forecast in Appendix “G”. The ACI Forecast did not previously include any proceeds from the sale of MPCo.

- 23 -

49. The ACI Group cash flow forecast included in Appendix “G” reflects the repayment of the ACI DIP Facility on December 15, 2009, which is the revised date by which it must be repaid. Amounts outstanding under the ACI DIP Facility will be repaid with proceeds of the sale of the ACI Group’s 60% interest in MPCo. Although the cash flow forecast in Appendix “G” reflects the closing of the sale of MPCo in the week ended December 20, 2009, the actual closing is currently scheduled for December 9, 2009. A summary of the projected sources and uses of cash from the sale of MPCo is below:

	CDN $000		US $000
Proceeds from the Sale of ACCC MPCo Interest (Net of Certain Deductions)	517,100		465,390
Payment to ULC Reserve	(282,300	)	(254,070	)
ULC DIP Facility Drawing on Closing of MPCo Transaction	130,000		117,000
ACI DIP Facility Repayment	(60,889	)	(54,800	)
Distribution to Senior Secured Noteholders	(200,000	)	(180,000	)
Net Cash Flow	103,911		93,520
ULC Reserve
ULC DIP Available Upon Notice	50,000		45,000
ULC DIP Available Subject to Court Approval	50,000		45,000
Restricted ULC Reserve	52,300		47,070
	152,300		137,070
ULC DIP Facility Drawing on Closing of MPCo Transaction	130,000		117,000
	282,300		254,070

Note: The above amounts are as estimated in the Nineteenth Report of the Monitor dated October 27, 2009, and are subject to adjustment for actual closing amounts.

50. Actual results since the date of the issuance of the Initial Order and BCFPI’s forecast liquidity for the 17 weeks ended March 21, 2010, which includes the projected repayment of intercompany funding from BI in the amount of $2.0 million, is set forth in Appendix “H” and is summarized in the graph below. The estimate of liquidity in the following graph assumes that a minimum cash balance of $10.0 million will be maintained and funds will be transferred from BI, as necessary, on that basis.

- 24 -

51. On August 26, 2009 and September 1, 2009, this Honourable Court and the U.S. Bankruptcy Court, respectively, approved certain agreements between the ACI Group, BCFPI and Smurfit-Stone Container Canada Inc. (“Smurfit”) relating to the sale of certain timberlands by Smurfit, which will result in BCFPI receiving net proceeds in the amount of approximately $25.9 million (the “Smurfit Timberland Proceeds”). The Smurfit Timberland Proceeds were paid to the Monitor’s trust account in the week ended October 25, 2009 and are to be held in trust by the Monitor pending further order of this Honourable Court. For purposes of the forecast, the proceeds are reflected as being held in trust by the Monitor and are not used for operating purposes due to the uncertainty regarding the timing of the release of these funds.

52. BCFPI’s liquidity as at March 21, 2010 is projected to be approximately $9.6 million, not including the Smurfit Timberland Proceeds.

53. Management has informed the Monitor that BCFPI’s forecast cash requirements will be supported by BI through intercompany advances, if necessary.

- 25 -

KEY PERFORMANCE INDICATORS

54. As first reported in the Seventh Report the Petitioners track certain key performance indicators in the course of managing their business. Appendix “I” contains certain key performance indicators which have been updated through October 31, 2009, the most current data available as at the date of this Twenty-Fifth Report.

ACH POWER PURCHASE AGREEMENT

55. ACH is a non-filing partnership owned 75% by Abitibi-Consolidated Hydro Inc. (which is owned 75% by ACCC) and 25% by CDP Investissements Inc. ACH operates a number of power facilities in Ontario. It sells its power to the Independent Electricity System Operator and certain ABH mills based on market pricing.

56. The Monitor has been advised that, as part of a greater initiative to preserve certain independent power producers and to encourage clean energy, the OPA has recently begun to enter into fixed pricing agreements with independent power producers.

57. ACH has negotiated a long term agreement with the OPA, whereby the OPA will fix the price it pays to ACH for power purchased. The guaranteed price will increase every year based on the consumer price index. ABH advised that the average historical price has been approximately $50 per megawatt per hour so there is currently a premium over this historic average based on the ACH Power Purchase Agreement. If prices were to increase beyond the agreed upon per megawatt hour price, ACH would not realize this increase as its price would remain capped at the agreed level.

- 26 -

58. As part of the ACH Power Purchase Agreement, there exist certain events that would enable the OPA to cancel this contract. Such events primarily deal with any change in control of ACH and the ability of the OPA to cancel the ACH Power Purchase Agreement if it does not approve of any future purchaser. The OPA has the right to reject any purchaser in the first three years of the ACH Power Purchase Agreement and thereafter the OPA must consent to any purchaser, such consent not to be unreasonably withheld.

All of which is respectfully submitted.

ERNST & YOUNG INC.

in its capacity as the Court Appointed Monitor

of the Petitioners

Per:

Alex Morrison, CA, CIRP

Senior Vice President

John Barrett, CA, CIRP

Vice President

Todd Ambachtsheer, CA, CIRP

Vice President

- 27 -

APPENDIX “A”

ABITIBI PETITIONERS

1. Abitibi-Consolidated Company of Canada

2. Abitibi-Consolidated Inc.

3. 3224112 Nova Scotia Limited

4. Marketing Donohue Inc.

5. Abitibi-Consolidated Canadian Office Products Holding Inc.

6. 3834328 Canada Inc.

7. 6169678 Canada Inc.

8. 4042140 Canada Inc.

9. Donohue Recycling Inc.

10. 1508756 Ontario Inc.

11. 3217925 Nova Scotia Company

12. La Tuque Forest Products Inc.

13. Abitibi-Consolidated Nova Scotia Incorporated

14. Saguenay Forest Products Inc.

15. Terra Nova Explorations Ltd.

16. The Jonquière Pulp Company

17. The International Bridge and Terminal Company

18. Scramble Mining Ltd.

19. 9150-3383 Québec Inc.

20. Abitibi-Consolidated (U.K.) Inc.

- 28 -

APPENDIX “B”

BOWATER PETITIONERS

1. Bowater Canada Finance Corporation

2. Bowater Canadian Limited

3. Bowater Canadian Holdings. Inc.

4. 3231378 Nova Scotia Company

5. AbitibiBowater Canada Inc.

6. Bowater Canada Treasury Corporation

7. Bowater Canadian Forest Products Inc.

8. Bowater Shelburne Corporation

9. Bowater LaHave Corporation

10. St-Maurice River Drive Company Limited

11. Bowater Treated Wood Inc.

12. Canexel Hardboard Inc.

13. 9068-9050 Québec Inc.

14. Alliance Forest Products Inc. (2001)

15. Bowater Belledune Sawmill Inc.

16. Bowater Maritimes Inc.

17. Bowater Mitis Inc.

18. Bowater Guérette Inc.

19. Bowater Couturier Inc.

- 29 -

APPENDIX “C”

18.6 PETITIONERS

1. AbitibiBowater US Holding 1 Corp.

2. AbitibiBowater Inc.

3. Bowater Ventures Inc.

4. Bowater Incorporated

5. Bowater Nuway Inc.

6. Bowater Nuway Mid-States Inc.

7. Catawba Property Holdings LLC

8. Bowater Finance Company Inc.

9. Bowater South American Holdings Incorporated

10. Bowater America Inc.

11. Lake Superior Forest Products Inc.

12. Bowater Newsprint South LLC

13. Bowater Newsprint South Operations LLC

14. Bowater Finance II, LLC

15. Bowater Alabama LLC

16. Coosa Pines Golf Club Holdings, LLC

- 30 -

APPENDIX “D”

PARTNERSHIPS

1. Bowater Canada Finance Limited Partnership

2. Bowater Pulp and Paper Canada Holdings Limited Partnership

3. Abitibi-Consolidated Finance LP

- 31 -

APPENDIX “E”

ACI GROUP ACTUAL RECEIPTS AND DISBURSEMENTS

Abitibi-Consolidated Inc. and its Subsidiaries (the “ACI Group”)

Actual to Forecast Comparison

5 Weeks Ended November 22, 2009

US$000

	Actual
Week Ended	25-Oct-09		1-Nov-09		8-Nov-09		15-Nov-09		22-Nov-09		Total
Opening Cash	110,746		170,074		176,323		161,826		145,496		110,746
Receipts
A/R Collections	52,384		42,270		37,845		30,773		50,841		214,113
Intercompany A/R Settlement	9,421		13,896		2,901		4,655		12,678		43,551
Joint Venture Remittances, Net	—		(3,217	)	—		(16,357	)	—		(19,574	)
Collections on Behalf of Joint Ventures	3,128		10		—		—		666		3,804
Net A/R Collections	64,933		52,959		40,746		19,071		64,185		241,894
Other Inflows	44,233		8,799		3,214		8,657		3,546		68,449
Total Receipts	109,166		61,758		43,960		27,728		67,731		310,343
Disbursements
Trade Payables	(36,692	)	(32,960	)	(34,541	)	(30,927	)	(32,959	)	(168,079	)
Intercompany A/P Settlement	1,148		6,705		2,362		2,740		430		13,385
Payment on Behalf of Affiliates	—		—		—		—		(1,312	)	(1,312	)
Capital Expenditures	—		—		—		—		—		—
Net A/P Variance	(35,544	)	(26,255	)	(32,179	)	(28,187	)	(33,841	)	(156,006	)
A/R Collections—Affiliates	1,480		6,187		2,930		3,377		2,647		16,621
Intercompany A/R Settlements	(6,781	)	(7,993	)	(7,396	)	(4,199	)	(7,142	)	(33,511	)
	(5,301	)	(1,806	)	(4,466	)	(822	)	(4,495	)	(16,890	)
Marine Freight Payments	(1,063	)	(792	)	(1,980	)	(1,581	)	(2,712	)	(8,128	)
Utility Payments	(7,961	)	(5,470	)	(2,044	)	(2,134	)	(10,416	)	(28,025	)
Payroll & Benefits	(10,821	)	(11,986	)	(10,311	)	(8,693	)	(8,035	)	(49,846	)
Net Other Disbursements	(19,845	)	(18,248	)	(14,335	)	(12,408	)	(21,163	)	(85,999	)
Total Disbursements	(60,690	)	(46,309	)	(50,980	)	(41,417	)	(59,499	)	(258,895	)
Financing
Securitization Inflows / (Outflows)	12,691		(5,282	)	(4,125	)	(1,286	)	8,714		10,712
Adequate Protection by DCorp to ACCC Term Lenders	—		(3,180	)	—		—		—		(3,180	)
DIP Interest & Fees	—		—		(1,814	)	—		—		(1,814	)
Restructuring & Other Items	(772	)	(738	)	(1,023	)	(321	)	(1,414	)	(4,268	)
Foreign Exchange Translation	(1,067	)	—		(515	)	(1,034	)	(1,656	)	(4,272	)
	10,852		(9,200	)	(7,477	)	(2,641	)	5,644		(2,822	)
Cash Flow From Operations	59,328		6,249		(14,497	)	(16,330	)	13,876		48,626
Opening Cash Balance	110,746		170,074		176,323		161,826		145,496		110,746
Cash Flow From Operations	59,328		6,249		(14,497	)	(16,330	)	13,876		48,626
Ending Cash Balance	170,074		176,323		161,826		145,496		159,372		159,372

Note: The above totals are subject to rounding adjustments

- 32 -

Abitibi-Consolidated Inc. and its Subsidiaries (the “ACI Group”)

Actual to Forecast Comparison

5 Weeks Ended November 22, 2009

US$000

	Forecast
Week Ended	25-Oct-09		1-Nov-09		8-Nov-09		15-Nov-09		22-Nov-09		Total
Opening Cash	110,746		160,567		151,869		162,255		142,859		110,746
Receipts
A/R Collections	38,015		45,031		41,751		41,080		46,175		212,052
Intercompany A/R Settlement	—		—		—		—		—		—
Joint Venture Remittances, Net	(844	)	—		—		(16,573	)	—		(17,417	)
Collections on Behalf of Joint Ventures	3,757		3,833		4,292		4,292		4,292		20,466
Net A/R Collections	40,928		48,864		46,043		28,799		50,467		215,101
Other Inflows	40,427		5,437		6,008		2,175		2,239		56,286
Total Receipts	81,355		54,301		52,051		30,974		52,706		271,387
Disbursements
Trade Payables	(27,052	)	(25,865	)	(26,933	)	(25,043	)	(25,043	)	(129,936	)
Intercompany A/P Settlement	—		—		—		—		—		—
Payment on Behalf of Affiliates	—		—		—		—		—		—
Capital Expenditures	(1,496	)	(1,503	)	(1,546	)	(1,546	)	(1,546	)	(7,637	)
Net A/P Variance	(28,548	)	(27,368	)	(28,479	)	(26,589	)	(26,589	)	(137,573	)
A/R Collections—Affiliates	—		—		—		—				—
Intercompany A/R Settlements	—		—		—		—				—
	—		—		—		—		—		—
Marine Freight Payments	(1,300	)	(1,300	)	(1,300	)	(1,300	)	(1,300	)	(6,500	)
Utility Payments	(7,870	)	(7,299	)	(3,870	)	(7,870	)	(7,870	)	(34,779	)
Payroll & Benefits	(5,507	)	(18,848	)	(5,397	)	(11,380	)	(5,397	)	(46,529	)
Net Other Disbursements	(14,677	)	(27,447	)	(10,567	)	(20,550	)	(14,567	)	(87,808	)
Total Disbursements	(43,225	)	(54,815	)	(39,046	)	(47,139	)	(41,156	)	(225,381	)
Financing
Securitization Inflows / (Outflows)	12,691		(3,402	)	(1,619	)	(2,231	)	(6,773	)	(1,334	)
Adequate Protection by DCorp to ACCC Term Lenders	—		(3,537	)	—		—		—		(3,537	)
DIP Interest & Fees	—		(245	)	—		—		—		(245	)
Restructuring & Other Items	(1,000	)	(1,000	)	(1,000	)	(1,000	)	(1,000	)	(5,000	)
Foreign Exchange Translation	—		—		—		—		—		—
	11,691		(8,184	)	(2,619	)	(3,231	)	(7,773	)	(10,116	)
Cash Flow From Operations	49,821		(8,698	)	10,386		(19,396	)	3,777		35,890
Opening Cash Balance	110,746		160,567		151,869		162,255		142,859		110,746
Cash Flow From Operations	49,821		(8,698	)	10,386		(19,396	)	3,777		35,890
Ending Cash Balance	160,567		151,869		162,255		142,859		146,636		146,636

Note: The above totals are subject to rounding adjustments

- 33 -

Abitibi-Consolidated Inc. and its Subsidiaries (the “ACI Group”)

Actual to Forecast Comparison

5 Weeks Ended November 22, 2009

US$000

	Variance
Week Ended	25-Oct-09		1-Nov-09		8-Nov-09		15-Nov-09		22-Nov-09		Total
Opening Cash	—		9,507		24,454		(429	)	2,637		—
Receipts
A/R Collections	14,369		(2,761	)	(3,906	)	(10,307	)	4,666		2,061
Intercompany A/R Settlement	9,421		13,896		2,901		4,655		12,678		43,551
Joint Venture Remittances, Net	844		(3,217	)	—		216		—		(2,157	)
Collections on Behalf of Joint Ventures	(629	)	(3,823	)	(4,292	)	(4,292	)	(3,626	)	(16,662	)
Net A/R Collections	24,005		4,095		(5,297	)	(9,728	)	13,718		26,793
Other Inflows	3,806		3,362		(2,794	)	6,482		1,307		12,163
Total Receipts	27,811		7,457		(8,091	)	(3,246	)	15,025		38,956
Disbursements
Trade Payables	(9,640	)	(7,095	)	(7,608	)	(5,884	)	(7,916	)	(38,143	)
Intercompany A/P Settlement	1,148		6,705		2,362		2,740		430		13,385
Payment on Behalf of Affiliates	—		—		—		—		(1,312	)	(1,312	)
Capital Expenditures	1,496		1,503		1,546		1,546		1,546		7,637
Net A/P Variance	(6,996	)	1,113		(3,700	)	(1,598	)	(7,252	)	(18,433	)
A/R Collections—Affiliates	1,480		6,187		2,930		3,377		2,647		16,621
Intercompany A/R Settlements	(6,781	)	(7,993	)	(7,396	)	(4,199	)	(7,142	)	(33,511	)
	(5,301	)	(1,806	)	(4,466	)	(822	)	(4,495	)	(16,890	)
Marine Freight Payments	237		508		(680	)	(281	)	(1,412	)	(1,628	)
Utility Payments	(91	)	1,829		1,826		5,736		(2,546	)	6,754
Payroll & Benefits	(5,314	)	6,862		(4,914	)	2,687		(2,638	)	(3,317	)
Net Other Disbursements	(5,168	)	9,199		(3,768	)	8,142		(6,596	)	1,809
Total Disbursements	(17,465	)	8,506		(11,934	)	5,722		(18,343	)	(33,514	)
Financing
Securitization Inflows / (Outflows)	—		(1,880	)	(2,506	)	945		15,487		12,046
Adequate Protection by DCorp to ACCC Term Lenders	—		357		—		—		—		357
DIP Interest & Fees	—		245		(1,814	)	—		—		(1,569	)
Restructuring & Other Items	228		262		(23	)	679		(414	)	732
Foreign Exchange Translation	(1,067	)	—		(515	)	(1,034	)	(1,656	)	(4,272	)
	(839	)	(1,016	)	(4,858	)	590		13,417		7,294
Cash Flow From Operations	9,507		14,947		(24,883	)	3,066		10,099		12,736
Opening Cash Balance	—		9,507		24,454		(429	)	2,637		—
Cash Flow From Operations	9,507		14,947		(24,883	)	3,066		10,099		12,736
Ending Cash Balance	9,507		24,454		(429	)	2,637		12,736		12,736

Note: The above totals are subject to rounding adjustments

- 34 -

APPENDIX “F”

BCFPI ACTUAL RECEIPTS AND DISBURSEMENTS

Bowater Canadian Forest Products Inc. (“BCFPI”)

Actual to Forecast Comparison

5 Weeks Ended November 22, 2009

US$000

	Actual
Week Ended	25-Oct-09		1-Nov-09		8-Nov-09		15-Nov-09		22-Nov-09		Total
Opening Cash	7,401		8,647		9,612		10,729		10,726		7,401
Receipts
A/R Collections	1,578		2,973		4,480		1,712		2,762		13,505
Intercompany A/R Settlements	7,082		4,217		3,482		21,195		5,933		41,909
Total A/R Collections	8,660		7,190		7,962		22,907		8,695		55,414
Advances from Bowater Inc.	6,000		7,000		—		(9,000	)	5,000		9,000
Other Inflows	2,054		1,471		8,896		1,493		502		14,416
Total Receipts	16,714		15,661		16,858		15,400		14,197		78,830
Disbursements
Trade Payables	(6,434	)	(7,574	)	(9,523	)	(8,028	)	(5,649	)	(37,208	)
Intercompany A/P Settlements—Disbursements	(344	)	(394	)	(455	)	(269	)	(184	)	(1,646	)
Capital Expenditures	—		—		—		—		—		—
Payments on Behalf of Affiliates	(2,633	)	(1,462	)	(1,960	)	(1,603	)	(4,095	)	(11,753	)
Net A/P	(9,411	)	(9,430	)	(11,938	)	(9,900	)	(9,928	)	(50,607	)
A/R Collections—Affiliates	881		1,564		834		629		1,141		5,049
Intercompany A/R Settlements	(2,827	)	(1,066	)	(1,220	)	(1,062	)	(1,339	)	(7,514	)
	(1,946	)	498		(386	)	(433	)	(198	)	(2,465	)
Intercompany SG&A Allocation	—		—		—		—		—		—
Freight	(500	)	(858	)	(372	)	(998	)	(938	)	(3,666	)
Payroll and Benefits	(2,046	)	(4,141	)	(1,676	)	(3,362	)	(3,177	)	(14,402	)
Total Disbursements	(13,903	)	(13,931	)	(14,372	)	(14,693	)	(14,241	)	(71,140	)
Cash Flow From Operations	2,811		1,730		2,486		707		(44	)	7,690
Financing
Settlement Proceeds—Receipt	25,868		—		—		—		—		25,868
Settlement Proceeds—Disbursement	(25,868	)	—		—		—		—		(25,868	)
Interest	(386	)	—		(1,029	)	—		—		(1,415	)
Restructuring Costs	(410	)	(342	)	(157	)	(209	)	(273	)	(1,391	)
Foreign Exchange Translation	(769	)	(423	)	(183	)	(501	)	(367	)	(2,243	)
Cash Flow from Financing/Restructuring	(1,565	)	(765	)	(1,369	)	(710	)	(640	)	(5,049	)
Net Cash Flows	1,246		965		1,117		(3	)	(684	)	2,641
Opening Cash Balance	7,401		8,647		9,612		10,729		10,726		7,401
Cash Flow From Operations	1,246		965		1,117		(3	)	(684	)	2,641
Ending Cash Balance	8,647		9,612		10,729		10,726		10,042		10,042

Note: The above totals are subject to rounding adjustments

- 35 -

Bowater Canadian Forest Products Inc. (“BCFPI”)

Actual to Forecast Comparison

5 Weeks Ended November 22, 2009

US$000

	Forecast
Week Ended	25-Oct-09		1-Nov-09		8-Nov-09		15-Nov-09		22-Nov-09		Total
Opening Cash	7,401		10,053		9,097		10,541		10,188		7,401
Receipts
A/R Collections	7,365		12,419		8,475		20,190		5,755		54,204
Intercompany A/R Settlements	—		—		—		—		—		—
Total A/R Collections	7,365		12,419		8,475		20,190		5,755		54,204
Advances from Bowater Inc.	6,000		—		4,000		(9,000	)	6,000		7,000
Other Inflows	—		—		—		—		—		—
Total Receipts	13,365		12,419		12,475		11,190		11,755		61,204
Disbursements
Trade Payables	(7,684	)	(7,726	)	(7,975	)	(7,975	)	(7,975	)	(39,335	)
Intercompany A/P Settlements—Disbursements	—		—		—		—		—		—
Capital Expenditures	(452	)	(454	)	(467	)	(467	)	(467	)	(2,307	)
Payments on Behalf of Affiliates	—		—		—		—		—		—
Net A/P	(8,136	)	(8,180	)	(8,442	)	(8,442	)	(8,442	)	(41,642	)
A/R Collections—Affiliates	—		—		—		—		—		—
Intercompany A/R Settlements	—		—		—		—		—		—
	—		—		—		—		—		—
Intercompany SG&A Allocation	—		—		(400	)	—		—		(400	)
Freight	(226	)	(217	)	(163	)	(163	)	(163	)	(932	)
Payroll and Benefits	(1,733	)	(3,846	)	(1,733	)	(2,645	)	(1,733	)	(11,690	)
Total Disbursements	(10,095	)	(12,243	)	(10,738	)	(11,250	)	(10,338	)	(54,664	)
Cash Flow From Operations	3,270		176		1,737		(60	)	1,417		6,540
Financing
Settlement Proceeds—Receipt	25,868		—		—		—		—		25,868
Settlement Proceeds—Disbursement	(25,868	)	—		—		—		—		(25,868	)
Interest	(325	)	(839	)	—		—		(338	)	(1,502	)
Restructuring Costs	(293	)	(293	)	(293	)	(293	)	(293	)	(1,465	)
Foreign Exchange Translation	—		—		—		—		—		—
Cash Flow from Financing/Restructuring	(618	)	(1,132	)	(293	)	(293	)	(631	)	(2,967	)
Net Cash Flows	2,652		(956	)	1,444		(353	)	786		3,573
Opening Cash Balance	7,401		10,053		9,097		10,541		10,188		7,401
Cash Flow From Operations	2,652		(956	)	1,444		(353	)	786		3,573
Ending Cash Balance	10,053		9,097		10,541		10,188		10,974		10,974

Note: The above totals are subject to rounding adjustments

- 36 -

Bowater Canadian Forest Products Inc. (“BCFPI”)

Actual to Forecast Comparison

5 Weeks Ended November 22, 2009

US$000

	Variance
Week Ended	25-Oct-09		1-Nov-09		8-Nov-09		15-Nov-09		22-Nov-09		Total
Opening Cash	—		(1,406	)	515		188		538		—
Receipts
A/R Collections	(5,787	)	(9,446	)	(3,995	)	(18,478	)	(2,993	)	(40,699	)
Intercompany A/R Settlements	7,082		4,217		3,482		21,195		5,933		41,909
Total A/R Collections	1,295		(5,229	)	(513	)	2,717		2,940		1,210
Advances from Bowater Inc.	—		7,000		(4,000	)	—		(1,000	)	2,000
Other Inflows	2,054		1,471		8,896		1,493		502		14,416
Total Receipts	3,349		3,242		4,383		4,210		2,442		17,626
Disbursements
Trade Payables	1,250		152		(1,548	)	(53	)	2,326		2,127
Intercompany A/P Settlements—Disbursements	(344	)	(394	)	(455	)	(269	)	(184	)	(1,646	)
Capital Expenditures	452		454		467		467		467		2,307
Payments on Behalf of Affiliates	(2,633	)	(1,462	)	(1,960	)	(1,603	)	(4,095	)	(11,753	)
Net A/P	(1,275	)	(1,250	)	(3,496	)	(1,458	)	(1,486	)	(8,965	)
A/R Collections—Affiliates	881		1,564		834		629		1,141		5,049
Intercompany A/R Settlements	(2,827	)	(1,066	)	(1,220	)	(1,062	)	(1,339	)	(7,514	)
	(1,946	)	498		(386	)	(433	)	(198	)	(2,465	)
Intercompany SG&A Allocation	—		—		400		—		—		400
Freight	(274	)	(641	)	(209	)	(835	)	(775	)	(2,734	)
Payroll and Benefits	(313	)	(295	)	57		(717	)	(1,444	)	(2,712	)
Total Disbursements	(3,808	)	(1,688	)	(3,634	)	(3,443	)	(3,903	)	(16,476	)
Cash Flow From Operations	(459	)	1,554		749		767		(1,461	)	1,150
Financing
Settlement Proceeds—Receipt	—		—		—		—		—		—
Settlement Proceeds—Disbursement	—		—		—		—		—		—
Interest	(61	)	839		(1,029	)	—		338		87
Restructuring Costs	(117	)	(49	)	136		84		20		74
Foreign Exchange Translation	(769	)	(423	)	(183	)	(501	)	(367	)	(2,243	)
Cash Flow from Financing/Restructuring	(947	)	367		(1,076	)	(417	)	(9	)	(2,082	)
Net Cash Flows	(1,406	)	1,921		(327	)	350		(1,470	)	(932	)
Opening Cash Balance	—		(1,406	)	515		188		538		—
Cash Flow From Operations	(1,406	)	1,921		(327	)	350		(1,470	)	(932	)
Ending Cash Balance	(1,406	)	515		188		538		(932	)	(932	)

Note: The above totals are subject to rounding adjustments

- 37 -

APPENDIX “G”

ACI GROUP CASH FLOW FORECAST

Abitibi Consolidated Inc. and its subsidiaries (the “ACI Group”)

Weekly Cash Flow Forecast

17 Weeks Ending March 21, 2010

US$000

Week ended	Notes	29-Nov-09		6-Dec-09		13-Dec-09		20-Dec-09		27-Dec-09		3-Jan-10		10-Jan-10		17-Jan-10		24-Jan-10
Opening Cash	1	159,372		140,324		157,755		150,308		235,298		233,816		229,002		226,582		218,494
Receipts
Total A/R Collections	3	26,080		49,577		39,015		47,000		47,363		45,024		32,592		47,483		40,747
Collections on Behalf of Joint Ventures	4	4,116		4,156		4,163		4,163		4,163		4,251		4,370		4,370		4,370
Other Inflows	5	6,864		7,363		2,548		2,485		2,485		4,799		6,415		6,622		2,551
Total Receipts		37,061		61,096		45,726		53,648		54,012		54,074		43,376		58,475		47,668
Disbursements
Trade Payables	6	(26,631	)	(29,046	)	(27,980	)	(26,090	)	(26,090	)	(25,625	)	(28,205	)	(28,205	)	(28,205	)
Capital Expenditures	7	(933	)	(908	)	(903	)	(903	)	(903	)	(1,000	)	(1,129	)	(1,129	)	(1,129	)
Marine Freight Payments	8	(1,700	)	(1,700	)	(1,700	)	(1,700	)	(1,700	)	(1,700	)	(1,300	)	(1,300	)	(1,300	)
Utility Payments	9	(7,870	)	(4,441	)	(3,870	)	(7,870	)	(7,870	)	(6,156	)	(3,870	)	(7,870	)	(7,870	)
Payroll & Benefits	10	(14,136	)	(10,744	)	(10,892	)	(6,987	)	(9,637	)	(15,102	)	(6,932	)	(11,609	)	(6,932	)
Joint Venture Remittances, Net	11	(838	)	—		—		(17,577	)	(838	)	—		—		(18,369	)	—
Restructuring & Other Items	12	(1,000	)	(1,000	)	(1,000	)	(1,000	)	(1,000	)	(1,000	)	(1,000	)	(1,000	)	(1,000	)
Total Disbursements		(53,108	)	(47,839	)	(46,345	)	(62,126	)	(48,037	)	(50,583	)	(42,436	)	(69,483	)	(46,436	)
Financing
Securitization Inflows / (Outflows)	13	(3,000	)	7,842		(6,829	)	75		(7,456	)	(4,770	)	(3,360	)	2,920		(6,506	)
Adequate Protection and Fees by DCorp to ACCC Term Lenders	14	—		(3,431	)	—		—		—		(3,537	)	—		—		—
Proceeds From the Sale of ACCC MPCo Interest	15	—		—		—		465,390		—		—		—		—		—
Payment to the ULC Reserve	15	—		—		—		(254,070	)	—		—		—		—		—
ACI DIP Facility Drawings / (Repayments)	15, 16	—		—		—		(54,800	)	—		—		—		—		—
ULC DIP Facility Drawings / (Repayments)	15	—		—		—		117,000		—		—		—		—		—
Payment to the Senior Secured Notes	15	—		—		—		(180,000	)	—		—		—		—		—
Lufkin Proceeds	17	—		—		—		—		—		—		—		—		—
DIP Interest & Fees	16	—		(237	)	—		(127	)	—		—		—		—		—
Asset Sale		—		—		—		—		—		—		—		—		—
Securitization Closing Fees		—		—		—		—		—		—		—		—		—
Total Change in Cash		(19,048	)	17,431		(7,447	)	84,990		(1,481	)	(4,815	)	(2,420	)	(8,088	)	(5,275	)
Ending Cash Balance		140,324		157,755		150,308		235,298		233,816		229,002		226,582		218,494		213,219
Ending Cash Balance		140,324		157,755		150,308		235,298		233,816		229,002		226,582		218,494		213,219
Undrawn Portion of ACI DIP Facility	18	32,700		32,700		32,700		—		—		—		—		—		—
ULC DIP Available Upon Notice	18	—		—		—		45,000		45,000		45,000		45,000		45,000		45,000
Immediately Available Liquidity		173,024		190,455		183,008		280,298		278,816		274,002		271,582		263,494		258,219
ULC Available Upon Court Approval	18	—		—		—		45,000		45,000		45,000		45,000		45,000		45,000
Lufkin Proceeds Held in Trust	17	—		—		20,500		20,500		20,500		20,500		20,500		20,500		20,500
Total Available Liquidity	17, 18	173,024		190,455		203,508		345,798		344,316		339,502		337,082		328,994		323,719
Securitization Schedule	19
Allowable Receivable Pool Balance		152,421		160,262		154,474		154,548		147,093		142,323		138,964		142,888		136,381
Interest, Fees and Adjustments	20	—		—		(1,040	)	—		—		—		—		(1,005	)	—
Amount Drawn Under Facility		155,421		152,421		160,262		154,474		154,548		147,093		142,323		138,964		142,888
Availability / (Required Repayment)		(3,000	)	7,842		(6,829	)	75		(7,456	)	(4,770	)	(3,360	)	2,920		(6,506	)
ULC Reserve
Opening Balance		—		—		—		—		47,070		47,070		47,070		47,070		47,070
Initial Deposit	21	—		—		—		254,070		—		—		—		—		—
ULC DIP Facility Drawings—Liquidity	21	—		—		—		(117,000	)	—		—		—		—		—
Disbursement to ULC Trust—Available Upon Notice	21	—		—		—		(45,000	)	—		—		—		—		—
Disbursement to ULC Trust—Available Subject to Further Court Approval	21	—		—		—		(45,000	)	—		—		—		—		—
Ending Balance ULC Reserve—Available Liquidity	21	—		—		—		47,070		47,070		47,070		47,070		47,070		47,070
ULC DIP Availability Subject to Further Court Approval		—		—		—		45,000		45,000		45,000		45,000		45,000		45,000
Restricted ULC Reserve Deposit	21	—		—		—		117,000		117,000		117,000		117,000		117,000		117,000
Lufkin Proceeds Held in Trust	17	—		—		20,500		20,500		20,500		20,500		20,500		20,500		20,500

The above forecast uses an exchange rate of CDN$1.00=US$ 0.90.

Note: The above totals are subject to rounding adjustments in the underlying balances.

The information and analysis in this document have not been audited or reviewed and, according, no assurances are provided thereon. In addition, because forecasts are dependent upon numerous assumptions regarding future events, actual results will be different than forecast, and such differences may be material.

- 38 -

Abitibi Consolidated Inc. and its subsidiaries (the “ACI Group”)

Weekly Cash Flow Forecast

17 Weeks Ending March 21, 2010

US$000

Week ended	Notes	31-Jan-10		7-Feb-10		14-Feb-10		21-Feb-10		28-Feb-10		7-Mar-10		14-Mar-10		21-Mar-10		Total
Opening Cash	1	213,219		196,953		200,431		191,982		169,346		151,258		158,223		161,049		159,372
Receipts
Total A/R Collections	3	40,183		37,776		35,333		33,432		35,860		32,885		40,140		31,804		662,294
Collections on Behalf of Joint Ventures	4	4,370		4,980		4,980		4,980		4,980		3,978		3,978		3,978		74,341
Other Inflows	5	2,485		2,560		2,560		2,485		5,849		6,182		2,545		2,485		69,287
Total Receipts		47,038		45,316		42,872		40,897		46,689		43,044		46,663		38,267		805,922
Disbursements
Trade Payables	6	(28,205	)	(27,369	)	(27,369	)	(27,369	)	(27,369	)	(22,767	)	(22,767	)	(22,767	)	(452,059	)
Capital Expenditures	7	(1,129	)	(1,250	)	(1,250	)	(1,250	)	(1,250	)	(1,129	)	(1,129	)	(1,129	)	(18,455	)
Marine Freight Payments	8	(1,300	)	(1,300	)	(1,300	)	(1,300	)	(1,300	)	(1,300	)	(1,300	)	(1,300	)	(24,500	)
Utility Payments	9	(7,870	)	(3,870	)	(7,870	)	(7,870	)	(7,870	)	(3,870	)	(7,870	)	(7,870	)	(112,647	)
Payroll & Benefits	10	(18,343	)	(6,295	)	(11,318	)	(6,645	)	(18,401	)	(6,875	)	(11,044	)	(7,225	)	(179,115	)
Joint Venture Remittances, Net	11	(834	)	—		—		(19,276	)	(825	)	—		—		(19,858	)	(78,416	)
Restructuring & Other Items	12	(1,000	)	(1,000	)	(1,000	)	(1,000	)	(1,000	)	(1,000	)	(1,000	)	(1,000	)	(17,000	)
Total Disbursements		(58,681	)	(41,084	)	(50,107	)	(64,711	)	(58,016	)	(36,941	)	(45,109	)	(61,149	)	(882,192	)
Financing
Securitization Inflows / (Outflows)	13	(1,085	)	(754	)	(1,214	)	1,179		(3,542	)	861		1,272		(1,984	)	(26,353	)
Adequate Protection and Fees by DCorp to ACCC Term Lenders	14	(3,537	)	—		—		—		(3,219	)	—		—		—		(13,723	)
Proceeds From the Sale of ACCC MPCo Interest	15	—		—		—		—		—		—		—		—		465,390
Payment to the ULC Reserve	15	—		—		—		—		—		—		—		—		(254,070	)
ACI DIP Facility Drawings / (Repayments)	15, 16	—		—		—		—		—		—		—		—		(54,800	)
ULC DIP Facility Drawings / (Repayments)	15	—		—		—		—		—		—		—		—		117,000
Payment to the Senior Secured Notes	15	—		—		—		—		—		—		—		—		(180,000	)
Lufkin Proceeds	17	—		—		—		—		—		—		—		—		—
DIP Interest & Fees	16	—		—		—		—		—		—		—		—		(363	)
Asset Sale		—		—		—		—		—		—		—		—		—
Securitization Closing Fees		—		—		—		—		—		—		—		—		—
Total Change in Cash		(16,265	)	3,477		(8,449	)	(22,635	)	(18,088	)	6,965		2,826		(24,866	)	(23,190	)
Ending Cash Balance		196,953		200,431		191,982		169,346		151,258		158,223		161,049		136,182		136,182
Ending Cash Balance		196,953		200,431		191,982		169,346		151,258		158,223		161,049		136,182		136,182
Undrawn Portion of ACI DIP Facility	18	—		—		—		—		—		—		—		—		—
ULC DIP Available Upon Notice	18	45,000		45,000		45,000		45,000		45,000		45,000		45,000		45,000		45,000
Immediately Available Liquidity		241,953		245,431		236,982		214,346		196,258		203,223		206,049		181,182		181,182
ULC Available Upon Court Approval	18	45,000		45,000		45,000		45,000		45,000		45,000		45,000		45,000		45,000
Lufkin Proceeds Held in Trust	17	20,500		20,500		20,500		20,500		20,500		20,500		20,500		20,500		20,500
Total Available Liquidity	17, 18	307,453		310,931		302,482		279,846		261,758		268,723		271,549		246,682		246,682
Securitization Schedule	19
Allowable Receivable Pool Balance		135,296		134,542		134,303		135,482		131,939		132,800		135,026		133,041		133,041
Interest, Fees and Adjustments	20	—		—		(975	)	—		—		—		(954	)	—		(3,973	)
Amount Drawn Under Facility		136,381		135,296		134,542		134,303		135,482		131,939		132,800		135,026		155,421
Availability / (Required Repayment)		(1,085	)	(754	)	(1,214	)	1,179		(3,542	)	861		1,272		(1,984	)	(26,353	)
ULC Reserve
Opening Balance		47,070		47,070		47,070		47,070		47,070		47,070		47,070		47,070		—
Initial Deposit	21	—		—		—		—		—		—		—		—		254,070
ULC DIP Facility Drawings—Liquidity	21	—		—		—		—		—		—		—		—		(117,000	)
Disbursement to ULC Trust—Available Upon Notice	21	—		—		—		—		—		—		—		—		(45,000	)
Disbursement to ULC Trust—Available Subject to Further Court Approval	21	—		—		—		—		—		—		—		—		(45,000	)
Ending Balance ULC Reserve—Available Liquidity	21	47,070		47,070		47,070		47,070		47,070		47,070		47,070		47,070		47,070
ULC DIP Availability Subject to Further Court Approval		45,000		45,000		45,000		45,000		45,000		45,000		45,000		45,000		45,000
Restricted ULC Reserve Deposit	21	117,000		117,000		117,000		117,000		117,000		117,000		117,000		117,000		117,000
Lufkin Proceeds Held in Trust	17	20,500		20,500		20,500		20,500		20,500		20,500		20,500		20,500		20,500

The above forecast uses an exchange rate of CDN$1.00=US$ 0.90.

Note: The above totals are subject to rounding adjustments in the underlying balances.

The information and analysis in this document have not been audited or reviewed and, according, no assurances are provided thereon. In addition, because forecasts are dependent upon numerous assumptions regarding future events, actual results will be different than forecast, and such differences may be material.

- 39 -

Abitibi Consolidated Inc. and its Subsidiaries (the “ACI Group”)

Notes to Weekly Cash Flow Forecast

17 Weeks Ending March 21, 2010

US$000

1. Opening Cash in the forecast includes cash on hand.

2. The cash flow forecast includes mills owned by the ACI Group and its subsidiaries and includes the operations of the DCorp Group. This weekly cash flow forecast may differ from the ACI Monthly Forecast as the underlying assumptions are updated weekly and will vary with the ongoing operations of the ACI Group, whereas the ACI Monthly Forecast is based on longer-term assumptions used to forecast future monthly cash flow.

3. Total A/R Collections represent amounts estimated to be collected from the ACI Group’s customers. The timing of collections is based on the ACI Group’s collection terms with its customers and the latest sales forecast.

4. Collections on Behalf of Joint Ventures represent amounts estimated to be collected by the ACI Group on behalf of its joint venture partners. The ACI Group has agreements with its joint venture partners whereby the ACI Group collects the joint venture partners’ accounts receivable (for a fee) and remits these funds to the joint venture in accordance with their agreement.

5. Other Inflows represent miscellaneous receipts including, but not limited to, such items as tax refunds, insurance proceeds or collection/management fees received from Joint Ventures, as estimated by the ACI Group.

6. Trade Payables represent amounts estimated to be paid to suppliers for the purchase of the ACI Group’s raw materials, repairs and maintenance and other goods and services related to production. This line also includes amounts necessary to fund the DCorp Group’s recycling operations and a disbursement of $1.8 million in the week ended December 13, 2009 representing the settlement of intercompany SG&A.

7. Capital Expenditures represent amounts estimated to be paid pursuant to the ACI Group’s most recent capital expenditure budget.

8. Marine Freight Payments represent amounts estimated to be paid to the ACI Group’s outbound marine freight suppliers.

9. Utility Payments represent amounts estimated to be payable to the ACI Group’s hydroelectricity suppliers.

10. Payroll and Benefits represent estimated amounts for salaries, wages and current service pension costs.

11. Joint Venture Remittances, Net represent the estimated payment of accounts receivable funds collected by the ACI Group on behalf of the respective joint venture, net of any collection/management fees.

12. Restructuring and Other Items represent amounts estimated by the ACI Group for restructuring costs and other miscellaneous payments.

13. Securitization Inflows/(Outflows) represent the estimated net availability or repayment (including interest) of funds under the ACI Group’s Amended Securitization Program.

14. Adequate Protection and fees by DCorp to ACCC Term Lenders represents an estimate of payments pursuant to the adequate protection order issued by the U.S. Bankruptcy Court.

15. The sale of the ACCC MPCo Interest is forecast to close on December 15, 2009 and to generate net proceeds of $465.4 million. Of this amount, $254.1 million will be paid to the ULC Reserve, $31.3 million will be used for the repayment of the current ACI DIP Facility and $180 million will be used for the repayment to the Senior Secured Notes. Of the $254.1 million paid to the ULC reserve, the Company will draw $117 million on the date of closing and will have $45 million of liquidity immediately available for additional draws, and an additional $45 million of available liquidity subject to further Court approval. $23.5 million of the $117 million DIP draw will be used to repay the current ACI DIP Facility for a total repayment of $54.8 million, equivalent to the total outstanding draw on the ACI DIP Facility.

16. The DIP Drawings / (Repayments) reflect the repayment of the ACI DIP Facility on December 15, 2009, the date until which the Company obtained an extension from the Court. Accrued DIP Interest & Fees related to the ACI DIP Facility will be paid out upon closing of the MPCo transaction and no interest or fees are forecast to be charged on the ULC DIP Facility.

17. The estimated net proceeds from the sale of the Lufkin mill are approximately $20.5 million. These proceeds will be held in Trust and are only available upon 10 days notice to the agent for the ACCC Term Lenders.

18. Immediately Available Liquidity is calculated as cash on hand plus the undrawn portion of the ACI DIP Facility (prior to December 15, 2009) or the ULC DIP Facility (after December 15, 2009). Drawings on the ACI DIP Facility are limited to $87.5 million per the terms of the ACI DIP Agreement and $45 million of the ULC Reserve will be immediately available for liquidity purposes upon notice under the ULC DIP Facility. Total Available Liquidity includes an additional $45 million of the ULC Reserve, which availability is subject to Court approval, as well as the Lufkin Proceeds Held in Trust, available upon 10 days notice to the agent for the ACCC Term Lenders.

19. The Securitization Summary represents the ACI Group’s estimated calculation of amounts owing or available under the Amended Securitization Program based on the eligible accounts receivable (net of any fees, interest or allowances).

20. The Interest, Fees and Adjustments represent interest and fees related to the Amended Securitization Program.

21. Of the $254.1 million paid to the ULC reserve, the Company will draw $117 million on the date of closing and will have $45 million immediately available for liquidity purposes, with an additional $45 million availability subject to Court approval. The remaining $47.1 million of the ULC Reserve will be held in cash, but will not be made available to the Company.

- 40 -

APPENDIX “H”

BCFPI CASH FLOW FORECAST

Bowater Canadian Forest Products Inc.

Chapter 11/CCAA Cash Flow

17 Week Period Ended March 21, 2010

US$000s

Week Ended		31-Jan-10		7-Feb-10		14-Feb-10		21-Feb-10		28-Feb-10		7-Mar-10		14-Mar-10		21-Mar-10		Total
Receipts	Notes
Trade Receipts	1, 2	10,203		7,064		17,464		6,398		8,087		7,879		17,542		7,504		178,866
Intercompany A/P Settlements	3	—		—		—		—		—		—		—		—		5,984
Advances from Bow ater Inc.	4	—		2,000		(2,000	)	—		5,000		4,000		(8,000	)	6,000		(2,000	)
Other Receipts	5	—		—		—		—		—		—		—		—		11,700
Total Receipts		10,203		9,064		15,464		6,398		13,087		11,879		9,542		13,504		194,550
Disbursements
Trade Payables	6	(6,744	)	(7,089	)	(7,089	)	(7,089	)	(7,089	)	(6,868	)	(6,868	)	(6,868	)	(111,161	)
Intercompany SG&A Allocation	7	—		—		—		—		—		—		—		—		(400	)
Freight	8	(1,009	)	(1,066	)	(1,066	)	(1,066	)	(1,066	)	(839	)	(839	)	(839	)	(16,275	)
Payroll and Benefits	9	(2,680	)	(2,925	)	(1,487	)	(2,925	)	(4,193	)	(2,918	)	(1,480	)	(4,424	)	(49,259	)
Capital Expenditures	10	(452	)	(500	)	(500	)	(500	)	(500	)	(452	)	(452	)	(452	)	(7,888	)
Total Disbursements		(10,884	)	(11,580	)	(10,142	)	(11,580	)	(12,848	)	(11,076	)	(9,637	)	(12,582	)	(184,983	)
Net Cash Flow From Operations		(681	)	(2,517	)	5,322		(5,182	)	239		804		(96	)	923		9,567
Financing and Restructuring
Interest	11	(881	)	—		—		—		(374	)	(733	)	—		—		(5,018	)
Restructuring Costs	12	(293	)	(293	)	(293	)	(293	)	(293	)	(293	)	(293	)	(293	)	(4,973	)
Cash Flow From Financing/Restructuring		(1,174	)	(293	)	(293	)	(293	)	(666	)	(1,025	)	(293	)	(293	)	(9,991	)
Net Cash Flow		(1,855	)	(2,809	)	5,029		(5,474	)	(427	)	(222	)	(388	)	630		(424	)
Opening Bank Balance		15,129		13,274		10,465		15,495		10,020		9,593		9,371		8,983		10,037
Cash Flow		(1,855	)	(2,809	)	5,029		(5,474	)	(427	)	(222	)	(388	)	630		(424	)
Closing Bank Balance	2	13,274		10,465		15,495		10,020		9,593		9,371		8,983		9,613		9,613
Settlement Proceeds Held in Trust by Monitor	13	25,868		25,868		25,868		25,868		25,868		25,868		25,868		25,868		25,868
Closing Bank Balance Including Settlement Proceeds		39,142		36,333		41,363		35,888		35,461		35,239		34,851		35,481		35,481
Current Revolving Credit Facility
Current Credit Facility Balance, Opening		94,576		94,576		94,576		94,576		94,576		94,576		94,576		94,576		94,576
Current Balance, Closing		94,576		94,576		94,576		94,576		94,576		94,576		94,576		94,576		94,576
Intercompany A/R Balance	14
Ending Balance		37,565		38,647		39,488		40,655		40,770		40,202		39,751		39,326		39,176
Cumulative Advances from Bowater Inc.
Opening Advance Balance		—		—		2,000		—		—		5,000		9,000		1,000		9,000
Advance / (Repayment)	4	—		2,000		(2,000	)	—		5,000		4,000		(8,000	)	6,000		(2,000	)
Closing Advance Balance		—		2,000		—		—		5,000		9,000		1,000		7,000		7,000

The above forecast uses an exchange rate of CDN$1.00=US$ 0.90

Amounts in the above table are subject to rounding adjustments from the underlying balances

The information and analysis in this document have not been audited or reviewed and, according, no assurances are provided thereon. In addition, because forecasts are dependent upon numerous assumptions regarding future events, actual results will be different than forecast, and such difference may be material.

- 41 -

Bowater Canadian Forest Products Inc. (“BCFPI”)

Notes to CCAA Cash Flow

17 Week Period Ended March 21, 2010

US$000s

1. Trade Receipts are based on BCFPI’s estimate of collection terms and BCFPI’s latest sales forecast.

2. The cash flows included in the forecast include only those BCFPI mills in Canada. No funding or dividends from foreign subsidiaries are included in the forecast.

3. Intercompany A/P Settlements represents BCFPI being reimbursed by Bowater Inc. for disbursements made on behalf of Boater Mersey, a joint venture partially owned by Bowater Inc.

4. Advances from Bowater Inc. represents amounts received pursuant to the BI/BCFPI DIP Facility.

5. Other Receipts include amounts received for refunds in respect of road tax credits from the Quebec provincial government.

6. Trade Payables represent payments for raw materials, repairs and maintenance, utilities and other production items.

7. Intercompany SG&A Allocation represents expenses incurred by BCFPI’s parent company on behalf of BCFPI which are charged to BCFPI in the week ended December 13, 2009, pursuant to its normal process for the allocation of such costs.

8. Freight represents disbursements in respect of costs to deliver product to customers.

9. Payroll and Benefits represent amounts paid to employees for salaries and wages (including the related withholdings), pension payments and other benefits due under employee benefit programs. The forecast assumes that only those pension payments in respect of current service costs will be paid.

10. Capital Expenditures are costs scheduled to be made in accordance with agreements with BCFPI’s various capital equipment suppliers and reflect requirements pursuant to BCFPI’s most recent capital expenditure budget.

11. Interest represents interest costs for the company’s senior secured revolving facility, the existing secured term loan and the new DIP facility. Interest on Advances from Bowater Inc. are accrued at the 1 month LIBOR rate plus 2%.

12. Restructuring Costs represent costs related to the restructuring including transaction fees related to the new DIP facility.

13. Settlement Proceeds Held in Trust represent funds received by BCFPI pursuant to an agreement it had with Smurfit-Stone Container Canada Inc. The amount held in trust does not form part of the Closing Bank Balance.

14. The Intercompany A/R Balance represents pre-filing and post-filing sales to customers in the United States by BCFPI through Bowater America Inc. This amount is assumed not to be stayed and is collected by BCFPI from Bowater America Inc. in the normal course. This balance represents trade A/R only and does not represent any amounts funded from BI to BCFPI pursuant to the BI/BCFPI DIP Facility.

42

APPENDIX “I”

KEY PERFORMANCE INDICATORS

- 43 -

ACI Group

KPI Analysis

Newsprint, Specialty Paper & Pulp

Sales tonnage (MT)	January	February	March	April	May	June	July	August	September	October	Total
Newsprint	95,561	109,805	115,877	96,250	99,548	107,024	98,331	86,853	123,303	134,539	1,067,090
Specialty Paper	99,378	84,047	91,929	82,694	84,284	91,139	103,444	112,041	108,382	106,850	964,186
Pulp	2,573	4,364	2,645	3,332	4,392	3,882	4,619	6,793	2,478	4,726	39,803
	197,512	198,215	210,450	182,276	188,223	202,044	206,393	205,687	234,163	246,115	2,071,079
Net sales (US$000)	154,055	153,360	161,003	127,136	127,879	139,103	133,736	131,245	143,566	146,853	1,417,936
Net selling price per tonne (US$)	780	774	765	697	679	688	648	638	613	597	685
Mill Uptime (%)	70	78	76	78	78	76	77	82	76	78	77
Lumber
Sales (mbf)	58	60	68	61	62	64	62	69	66	63	633
Net sales (US$000)	15,153	14,356	16,868	16,161	16,893	18,261	18,933	21,022	19,739	18,932	176,317
Sales per mbf (US$)	260	241	249	265	271	285	306	304	297	301	278
Mill Uptime (%) - Sawing	64	65	63	66	63	60	62	62	64	64	63
Mill Uptime (%) - Planing	69	69	72	76	72	75	76	78	74	74	73

- 44 -

Bowater Canadian Forest Products Inc.

KPI Analysis

Newsprint, Specialty Paper & Pulp

Sales tonnage (MT)	January	February	March	April	May	June	July	August	September	October	Total
Newsprint	40,281	16,277	37,216	35,685	37,851	32,488	39,356	33,141	21,734	21,538	315,567
Specialty Paper	19,605	17,960	18,644	20,608	20,242	12,758	6,081	3,316	1,845	432	121,491
Pulp	23,816	17,478	18,914	20,083	24,923	20,243	36,817	29,269	25,279	26,584	243,406
	83,703	51,715	74,774	76,376	83,016	65,489	82,254	65,726	48,859	48,553	680,464
Net sales (US$000)	57,535	34,757	49,972	47,329	48,904	37,331	45,046	35,272	26,248	26,920	409,314
Net selling price per tonne (US$)	687	672	668	620	589	570	548	537	537	554	602
Mill Uptime (%)	83	80	84	84	84	85	56	58	55	49	81
Lumber
Sales (mbf)	27	30	34	27	35	34	32	30	34	38	322
Net sales (US$000)	5,514	6,049	7,095	5,694	7,621	7,997	8,020	7,372	8,510	9,509	73,381
Sales per mbf (US$)	206	199	206	207	221	235	250	245	250	250	228
Mill Uptime (%) - Sawing	66	70	69	71	60	53	66	58	64	68	65
Mill Uptime (%) - Planing	71	75	74	79	76	79	78	79	68	73	75

- 45 -

EX-99.2

Exhibit 99.2

PRESS RELEASE

ABWTQ (OTC)

AbitibiBowater Announces Closing of C$615 Million Sale for Company

Interest in Manicouagan Power Company

MONTREAL, CANADA, December 9, 2009 – AbitibiBowater Inc. announced today the closing of the series of transactions resulting in the sale of its 60% indirect interest in the 335MW hydroelectric facility currently owned and operated by Manicouagan Power Company (MPCo) to Hydro-Québec for gross proceeds of C$615 million.

The Company will use the proceeds from the sale of its interest in MPCo in the manner specified in the orders of the Superior Court of Quebec related to the sale, including:

• The repayment of all amounts outstanding under the US$100 million Super Priority Senior Secured Debtor-In-Possession (DIP) Credit Facility.

• A C$200 million partial repayment of amounts due under its senior secured notes.

• An amount of C$282 million set aside temporarily with a wholly-owned unlimited liability Company subsidiary which may lend interest free, subject to certain approvals, up to C$230 million to the Abitibi-Consolidated subsidiary.

• The repayment of certain transaction costs and holdbacks as specified by the orders.

The effect of this series of transactions is to provide the Company’s Abitibi-Consolidated subsidiary with additional net liquidity of approximately C$168 million. The Company has also signed a power supply agreement with Hydro-Québec’s distribution division for the supply of electricity to the Company’s Baie-Comeau, Québec paper mill.

“With the sale of MPCo, the Company has completed a significant milestone in our overall plan to improve liquidity and financial flexibility. We are pleased to repay the US$100 million credit facility guaranteed by Investissement Québec. Furthermore, AbitibiBowater and its employees appreciate the ongoing support and collaboration of the Québec government,” stated David J. Paterson, President and Chief Executive Officer. The additional DIP will support AbitibiBowater’s business continuity while we continue to implement our restructuring program.”

AbitibiBowater produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world’s largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater’s shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ.

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Contacts

Investors Duane Owens Vice President, Finance 864 282-9488 Media and Others Jean-Philippe Côté Director, Government Relations and Public Affairs – Canada 514 394-2386 jean-philippe.cote@abitibibowater.com

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