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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

IN RE: . Chapter 11.

ABITIBIBOWATER INC., . Case No. 09-11296(KJC)et al., . (Jointly Administered)

. April 14, 2010(11:01 a.m.)Debtors. . (Wilmington)

TRANSCRIPT OF PROCEEDINGSBEFORE THE HONORABLE KEVIN J. CAREYUNITED STATES BANKRUPTCY COURT JUDGE

Appearances:

For the Debtors: Sean T. Greecher, Esq.Young, Conaway, Stargatt & TaylorAlice Eaton, Esq.Paul, Weiss

For the Creditors Jamie Edmonson, Esq.Committee: Bayard

Luc Despins, Esq.Paul, Hastings, Janofsky & Walker

Audio Operator: Al LuganoTranscriber: Elaine M. Ryan

(302) 683-0221

Proceedings recorded by electronic sound recording;transcript produced by transcription service.

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THE CLERK: All rise. Be seated, please.1

THE COURT: Good morning, everyone.2

MR. GREECHER: Good morning, Your Honor. Sean3

Greecher of Young, Conaway for the debtors. Your Honor,4

were here on a specially set hearing with respect to the5

debtors emergency motion for an order approving the sixth6

amendment to the Bowater debtor-in-possession credit7

agreement. We thank the Court and the Courts staff, as8

always, for their accommodation. Your Honor, the motion is9

uncontested at this point. With me today is Alice Eaton from10

Paul, Weiss who is prepared to address any concerns the Court11

may have.12

THE COURT: I do have a question. The amendment as13

finally agreed does contain the addition of a fee. I didnt14

do the math, but if you could tell me what that amounts to, I15

would appreciate it.16

MS. EATON: Yes, Your Honor. For the record, Alice17

Eaton with Paul, Weiss, Rifkind, Wharton & Garrison on behalf18

of the debtors. The fee, Your Honor, is not a new fee. The19

fee was included in the original DIP credit agreement, and -20

lets see, let me do the math - Its approximately a million21

dollars. So, to go into the first extension period and get22

an extension for the maturity from 12 months to 15 months23

from the closing date, we pay approximately a million24

dollars, and then to go into the second extension, theres25

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another million dollars and theres also, since Your Honor1

asked about the fee, theres also a related increase in the2

interest rate. That is also baked into the initial DIP3

credit agreement but all the parties agreed to it at the4

outset of the cases.5

THE COURT: Tell me what that is specifically.6

MS. EATON: Its a 50 basis point increase on both7

the base rate and the LIBOR rate. So we go from 7 1/2 to 88

on the LIBOR applicable margin, and then we go from 6 1/2 to9

7 on the ABR applicable margin.10

THE COURT: Alright, thank you. Does the debtor11

have anything further in support of its motion?12

MS. EATON: No, Your Honor, we do not.13

THE COURT: Does anyone else wish to be heard in14

connection with this motion?15

MR. DESPINS (TELEPHONIC): Yes, Your Honor. Luc16

Despins with Paul, Hastings on behalf of the Committee.17

THE COURT: Go ahead.18

MR. DESPINS (TELEPHONIC): Very briefly because we19

support this, we just want to make sure the Court is aware of20

our view which is, of course, this is more time which we21

think is necessary so therefore we support it. We dont22

believe this is enough time and theres no such relief as23

conditioning the extension on more time being granted. We24

just want to make sure Your Honor was aware that although25

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well work diligently to achieve a global resolution of the1

cases during that time frame, given where the debtors are in2

terms of their business plan, et cetera, et cetera, were not3

sure that this is going to be enough time, but as far as the4

relief that is being sought, which is an extension, we, of5

course, support it.6

THE COURT: Mr. Despins, are you talking about just7

the first extension or both extensions not being sufficient?8

MR. DESPINS (TELEPHONIC): The first extension.9

THE COURT: Alright. Thank you. Does anyone else10

wish to be heard? I hear no further response. Ive reviewed11

the motion. There is a brief description of where the debtor12

stands in connection with formulation of a plan. Its13

business operations are extensive. Its financing structure,14

I know from experience here, is not uncomplicated. So, I15

think that the relief requested is reasonable and16

particularly in the absence of objection and with the support17

of the Committee, I will grant it. Do you have a form of18

order for me?19

MS. EATON: Yes, I do, may I approach?20

THE COURT: Yes. Thank you. Is there anything21

further for today?22

MS. EATON: No, Your Honor.23

(The remainder of this page is intentionally left24

blank.)25

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THE COURT: Thank you all very much. That concludes1

this hearing. Court will stand in recess.2

MS. EATON: Thank you.3

(Whereupon at 11:05 a.m., the hearing in this4

matter was concluded for this date.)5

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I, Elaine M. Ryan, approved transcriber for the18

United States Courts, certify that the foregoing is a correct19

transcript from the electronic sound recording of the20

proceedings in the above-entitled matter.21

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/s/ Elaine M. Ryan April 14, 201023Elaine M. Ryan2801 Faulkland RoadWilmington, DE 19808(302) 683-0221