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):  October 30, 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 Montreal, Quebec 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):  

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

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

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

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

 

Item 1.01.	Entry into Material Definitive Agreement
	Abitibi DIP Facility Amendment
	On October 30, 2009, AbitibiBowater Inc.'s (the "Company") subsidiaries Abitibi-Consolidated Inc. and Donohue Corp. entered into an amendment to the US$100 Million SuperPriority Senior Secured Debtor In Possession Credit Facility dated as of May 6, 2009 among Abitibi-Consolidated Inc. and Donohue Corp., as Borrowers, Bank of Montreal, as Lender, and the Subsidiary Guarantors named therein, and guaranteed by Investissement Québec, as Sponsor (the "Abitibi DIP Facility").
	The amendment extends the term of the Abitibi DIP Facility to the earliest of December 15, 2009 and the closing of the sale (the "MPCo Transaction") of the Company's 60% indirect interest in Manicouagan Power Company, which has been delayed to later in the fourth quarter despite the continued efforts of all interest parties.  The Abitibi DIP Facility would have been repayable on November 1, 2009; the Company expects (and is required) to repay the Abitibi DIP Facility with a portion of the proceeds of the MPCo Transaction.  The amendment to the Abitibi DIP Facility was approved by the Québec Superior Court on October 30, 2009 in connection with the proceedings under the Companies' Creditors Arrangement Act (Canada).
	BMO Capital Markets Corp. and certain other subsidiaries of the Bank of Montreal provide financial advisory services and other financial services to the Company and certain of its subsidiaries.  The Bank of Montreal was not involved in its capacity as adviser to the Company in determining the terms of the Abitibi DIP Facility, as amended.
	A copy of the amendment to the Abitibi DIP Facility is included as Exhibit 10.1 to this current report and is incorporated herein by reference.  The summary of the amendment is qualified in its entirety by reference thereto.
	Sponsor Guarantee Amendment
	In connection with the foregoing amendment to the Abitibi DIP Facility, Abitibi-Consolidated Inc. and Donohue Corp. also entered into an amendment to Investissement Québec's Offer to Guarantee the Abitibi DIP Facility dated May 6, 2009 to extend its term on a consistent basis.
Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .
	(b)	Resignation of Directors.
		Mr. John W. Weaver resigned from AbitibiBowater Inc.'s Board of Directors effective as of October 31, 2009.  A copy of the press release announcing his resignation is attached as Exhibit 99.1.

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Item 9.01.	Financial Statements and Exhibits
	(d)	Exhibits.
		10.1	Amending Agreement dated as of October 30, 2009 among Abitibi-Consolidated Inc., Donohue Corp. and Bank of Montreal, read and received by Investissement Québec, to the US$100 Million SuperPriority Senior Secured Debtor In Possession Credit Facility dated May 6, 2009.
		99.1	Press release issued by the Company on November 2, 2009.

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Signature

Pursuant to the requirements of the Securities Exchange Act of l934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ABITIBIBOWATER INC.
	By:	/s/ Jacques P. Vachon
Date: November 5, 2009		Name: Jacques P. Vachon
		Title: Senior Vice-President, Corporate Affairs and Chief Legal Officer

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	Exhibit Index
Exhibit No.	Description of Exhibit
10.1	Amending Agreement dated as of October 30, 2009 among Abitibi-Consolidated Inc., Donohue Corp. and Bank of Montreal, read and received by Investissement Québec, to the US$100 Million SuperPriority Senior Secured Debtor In Possession Credit Facility dated May 6, 2009.
99.1	Press release issued by the Company on November 2, 2009.

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EX-10

AMENDING AGREEMENT

TO THE LETTER LOAN AGREEMENT DATED MAY 6, 2009

Dated as of October 30, 2009

between

ABITIBI-CONSOLIDATED INC.
(as Borrower)

and

DONOHUE CORP.
(as Borrower)

and

BANK OF MONTREAL
(as Lender)

READ AND RECEIVED BY:

INVESTISSEMENT QUÉBEC
(as Sponsor)

GOWLINGS

AMENDING AGREEMENT DATED AS OF OCTOBER 30, 2009 TO THE LETTER LOAN AGREEMENT DATED MAY 6, 2009

AMONG:	ABITIBI-CONSOLIDATED INC., a debtor-in-possession, as Borrower
AND:	DONOHUE CORP., a debtor-in-possession, as Borrower
AND:	BANK OF MONTREAL, as Lender
READ AND RECEIVED BY:	INVESTISSEMENT QUÉBEC, as Sponsor

WHEREAS the Lender and the Borrowers have entered into a letter loan agreement dated May 6, 2009 (the "Letter Loan Agreement");

WHEREAS the Sponsor has received and read the Letter Loan Agreement;

WHEREAS ACI has requested from the Lender and the Sponsor an extension of the repayment of the DIP Facility;

WHEREAS the Lender, the Borrowers and the Sponsor wish to amend the Letter Loan Agreement in order to modify certain provisions of the Letter Loan Agreement to extend the term of the DIP Facility under the terms and conditions mentioned herein;

AND WHEREAS the amendments provided herein are subject to the approval of the Superior Court of Québec (the "CCAA Court").

NOW, THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:

1. INTERPRETATION

            Unless otherwise defined in this Amending Agreement, capitalized terms used herein shall have the meanings given to them in the Letter Loan Agreement.

2. AMENDMENTS

With effect as of and from the date each of the conditions precedent set forth under Section 3 of this Amending Agreement have been met to the satisfaction of the Lender:

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2.1          The "Availability" section on page 3 of the Letter Loan Agreement is modified by deleting the first paragraph thereof and replacing it with the following:

"Subject to the satisfaction of the Initial Availability Conditions (as set forth below), the DIP Facility shall be available to the Borrowers, up to but excluding the earliest of December 15, 2009 or the closing of the sale (the "MPCO Transaction") of ACCC's indirect interest in the Manicouagan Power Company (the "Expected Repayment Date"), by way of multiple borrowings; provided that the aggregate amount of Loans made to Donohue shall not exceed US$10 million."

2.2          The "Term and Termination" section on page 5 of the Letter Loan Agreement is modified by deleting sub-section (i) thereof and replacing it with the following:

"(i)       June 15, 2010 (the "Maturity Date");"

2.3          The "Mandatory Prepayments" section on page 8 of the Letter Loan Agreement is modified by deleting sub-section (iv) thereof and replacing it with the following:

"(iv)     any direct or indirect sale of the Borrower's interest in the assets of the Manicouagan Power Company. Following the closing of the MPCO Transaction, the Borrower will not be entitled to draw on the DIP Facility."

2.4           The "Structuring Fee" section on page 9 of the Letter Loan Agreement is modified by deleting sub-section (iii) thereof and replacing it with the following:

"(iii)      1% of the Commitment Amount if any Obligations are still outstanding hereunder as of November 1^st, 2009."

2.5            The "Specified Events of Default" section on page 16 of the Letter Loan Agreement is modified by deleting sub-section (vi) thereof and replacing it with the following:

"(vi)      The failure of the Borrowers to repay the DIP Facility on or before the earlier of (i) December 15, 2009 and (ii) the closing of the MPCO Transaction."

3.   CONDITIONS PRECEDENT

3.1           The amendments stipulated at Section 2 of this Amending Agreement shall take effect upon the following conditions being met to the satisfaction of the Lender and the Sponsor:                     (a)                 this Amending Agreement shall have been signed by all parties thereto and delivered to the Lender and the Sponsor;

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                        (b)                the extension of the DIP Facility, as envisaged in this Amending Agreement, shall be approved by a CCAA Court;

                        (c)                 an amendment to the Sponsor Guarantee shall have been executed and delivered to the Lender;

                        (d)                an amendment to the Sponsor Commitment shall have been executed and delivered to the Sponsor; and

                        (e)                 the amendment fees and the Sponsor's Guarantee fee shall have been paid to the Sponsor upon execution of this Amending Agreement.

4. GENERAL

4.1 This Amending Agreement shall be interpreted in accordance with the laws of the Province of Québec and the federal laws of Canada and the parties hereby attorn and submit to the non‑exclusive jurisdiction of the courts of the Province of Québec.

4.2 Subject to the Letter Loan Agreement, no provision of this Amending Agreement, or any other document or instrument in existence among the parties may be modified, waived or terminated except by an instrument in writing executed by the party against whom such modification, waiver or termination is sought to be enforced. The amendments stipulated in Section 2 of this Amending Agreement are declared to be supplemental to the Letter Loan Agreement and to form part thereof and shall have the same effect as though incorporated in the Letter Loan Agreement. All provisions of the Letter Loan Agreement, except only insofar as may be inconsistent with the express provisions of this Amending Agreement, shall apply to, and have effect in connection with this Amending Agreement.

4.3 This Amending Agreement does not constitute, in any way, a novation or a derogation to the rights, hypothecs, guarantees, recourses and rankings resulting from the Letter Loan Agreement. The Borrowers and the Subsidiary Guarantors hereby recognize that the Security granted to the Lender pursuant to the Letter Loan Agreement and the Loan Documents remain unaffected and confirm that such Security and other related documents shall remain in full force and effect.

4.4 This Amending Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original and which counterparts together shall constitute one and the same Amending Agreement. This Amending Agreement may also be executed by facsimile or pdf, and any signature contained hereon by facsimile or pdf shall be deemed to be equivalent to an original signature for all purposes.

4.5 This Amending Agreement shall be binding upon and shall enure to the benefit of the parties and their respective successors and permitted assigns; the term "successors" includes any corporation resulting from the amalgamation of any party with any other corporation.

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4.6 This Amending Agreement shall be effective as of October 29, 2009, notwithstanding the actual date of signature of this Amending Agreement.

4.7 The parties hereto have expressly required that this Amending Agreement and all deeds, documents and notices relating thereto be drafted in the English Language. Les parties aux présentes ont expressément exigé que la présente convention d'amendement et tous les autres contrats, documents ou avis qui y sont afférents soient rédigés en langue anglaise.

[REMAINDER OF PAGE LEFT IN BLANK INTENTIONALLY]

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IN WITNESS WHEREOF , this Agreement has been executed and delivered by the parties hereto.

ABITIBI-CONSOLIDATED INC., a debtor-in-possession, as Borrower By  /s/ Allen Dea                                                  Name: Allen Dea        Title: Vice President and Secretary	DONOHUE CORP., a debtor-in-possession, as Borrower By:   /s/ Allen Dea                                                  Name: Allen Dea          Title: Vice President and Assistant Treasurer
BANK OF MONTREAL, as Lender By:   /s/ Damien Duprey                                        Name: Damien Duprey          Title: Vice President

LES PRÉSENTES SONT REÇUES ET LUES LE 30 OCTOBRE 2009 PAR:

INVESTISSEMENT QUÉBEC


By  /s/ Iya Touré                                           
       Name: Iya Touré
       Title: Directeur du financement spécialisé

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EX-99

Exhibit 99.1

PRESS RELEASE

ABWTQ (OTC)

AbitibiBowater Announces Change to its Board of Directors

MONTREAL, CANADA, November 2, 2009 - AbitibiBowater announced today the resignation, for personal reasons, of John W. Weaver from the Company's Board of Directors. This departure was formally accepted and took effect on October 31, 2009. 

"John was a driving force behind the creation of AbitibiBowater and he has continued to support the organization as it progresses through its current restructuring," commented David J. Paterson, President and Chief Executive Officer. "On behalf of AbitibiBowater, I would like to thank John for his contributions and dedication. I wish him all the best as he moves forward in his professional and personal life." 

As announced on January 22, 2009, Mr. Weaver continued to serve as director on the Company's Board in order to permit an orderly transition following his retirement as non-Executive Chairman of AbitibiBowater on February 1, 2009. 

Mr. Weaver is the former Executive Chairman of AbitibiBowater. He served as President and Chief Executive Officer of Abitibi-Consolidated Inc. from 1999 to October 2007. During his more then 30 years of experience in the forest products industry, Mr. Weaver held a number of senior executive positions in operations and sales prior to being appointed President and Chief Executive Officer of Abitibi-Consolidated.

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 29 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 Seth Kursman Vice President, Public Affairs, Sustainability & Environment 514 394-2398 seth.kursman@abitibibowater.com

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