IN THE UNITED STATES BANKRUPTCY COURT

FOR 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 PROCEEDINGS
BEFORE THE HONORABLE KEVIN J. CAREY
UNITED STATES BANKRUPTCY COURT JUDGE

Appearances:

For the Debtors: Sean T. Greecher, Esq.

Young, Conaway, Stargatt & Taylor
Alice Eaton, Esq.
Paul, Weiss

For the Creditors Jamie Edmonson, Esq.

Committee: Bayard
Luc Despins, Esq.
Paul, Hastings, Janofsky & Walker

Audio Operator: Al Lugano

Transcriber: Elaine M. Ryan
(302) 683-0221

Proceedings recorded by electronic sound recording;

transcript produced by transcription service.
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1 THE CLERK: All rise. Be seated, please.

2 THE COURT: Good morning, everyone.

3 MR. GREECHER: Good morning, Your Honor. Sean

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

5 we’re here on a specially set hearing with respect to the

6 debtors’ emergency motion for an order approving the sixth

7 amendment to the Bowater debtor-in-possession credit

8 agreement. We thank the Court and the Court’s staff, as

9 always, for their accommodation. Your Honor, the motion is

10 uncontested at this point. With me today is Alice Eaton from

11 Paul, Weiss who is prepared to address any concerns the Court

12 may have.

13 THE COURT: I do have a question. The amendment as

14 finally agreed does contain the addition of a fee. I didn’t

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

16 would appreciate it.

17 MS. EATON: Yes, Your Honor. For the record, Alice

18 Eaton with Paul, Weiss, Rifkind, Wharton & Garrison on behalf

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

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

21 let’s see, let me do the math - It’s approximately a million

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

23 an extension for the maturity from 12 months to 15 months

24 from the closing date, we pay approximately a million

25 dollars, and then to go into the second extension, there’s

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1 another million dollars and there’s also, since Your Honor

2 asked about the fee, there’s also a related increase in the

3 interest rate. That is also baked into the initial DIP

4 credit agreement but all the parties agreed to it at the

5 outset of the cases.

6 THE COURT: Tell me what that is specifically.

7 MS. EATON: It’s a 50 basis point increase on both

8 the base rate and the LIBOR rate. So we go from 7 1/2 to 8

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

10 7 on the ABR applicable margin.

11 THE COURT: Alright, thank you. Does the debtor

12 have anything further in support of its motion?

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

14 THE COURT: Does anyone else wish to be heard in

15 connection with this motion?

16 MR. DESPINS (TELEPHONIC): Yes, Your Honor. Luc

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

18 THE COURT: Go ahead.

19 MR. DESPINS (TELEPHONIC): Very briefly because we

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

21 our view which is, of course, this is more time which we

22 think is necessary so therefore we support it. We don’t

23 believe this is enough time and there’s no such relief as

24 conditioning the extension on more time being granted. We

25 just want to make sure Your Honor was aware that although
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1 we’ll work diligently to achieve a global resolution of the

2 cases during that time frame, given where the debtors are in

3 terms of their business plan, et cetera, et cetera, we’re not

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

5 relief that is being sought, which is an extension, we, of

6 course, support it.

7 THE COURT: Mr. Despins, are you talking about just

8 the first extension or both extensions not being sufficient?

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

10 THE COURT: Alright. Thank you. Does anyone else

11 wish to be heard? I hear no further response. I’ve reviewed

12 the motion. There is a brief description of where the debtor

13 stands in connection with formulation of a plan. Its

14 business operations are extensive. Its financing structure,

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

16 think that the relief requested is reasonable and

17 particularly in the absence of objection and with the support

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

19 order for me?

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

21 THE COURT: Yes. Thank you. Is there anything

22 further for today?

23 MS. EATON: No, Your Honor.

24 (The remainder of this page is intentionally left

25 blank.)
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1 THE COURT: Thank you all very much. That concludes

2 this hearing. Court will stand in recess.

3 MS. EATON: Thank you.

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

5 matter was concluded for this date.)

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18 I, Elaine M. Ryan, approved transcriber for the

19 United States Courts, certify that the foregoing is a correct

20 transcript from the electronic sound recording of the

21 proceedings in the above-entitled matter.

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23 /s/ Elaine M. Ryan April 14, 2010

Elaine M. Ryan
2801 Faulkland Road
Wilmington, DE 19808
(302) 683-0221