EXHIBIT 10.1c


         AMENDMENT NO. 3, dated as of March 27, 2003 (this "Amendment"), to the
Credit Agreement, dated as of December 1, 1997 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among BEAR ISLAND
PAPER COMPANY, LLC, a Virginia limited liability company (the "Borrower"), the
several banks and other financial institutions or entities from time to time
parties thereto (the "Lenders"), TD SECURITIES (USA) INC., as Arranger, and
TORONTO-DOMINION (TEXAS), INC., as the administrative agent for the Lenders (in
such capacity, the "Administrative Agent").


                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, pursuant to the Agreement, the Lenders have agreed to make,
and have made, certain loans and other extensions of credit to the Borrower; and

         WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Required Lenders and the Revolving Credit Lenders have agreed,
that certain provisions of the Agreement be amended in the manner provided for
in this Amendment; and

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         SECTION 1. Defined Terms. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

         SECTION 2. Amendments to Section 1.1 of the Credit Agreement. The
definition of "Revolving Credit Termination Date" in Section 1.1 of the Credit
Agreement is, subject to the satisfaction or waiver of the conditions of
effectiveness set forth in Section 3 of this Amendment, hereby amended to delete
the phrase "December 31, 2003" and insert the phrase "January 5, 2004" in lieu
thereof.

         SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective on the date (the "Amendment Effective Date") on which the Borrower,
the Administrative Agent, the Required Lenders and the Revolving Credit Lenders
shall have executed and delivered this Amendment.

The Administrative Agent shall give the Borrower notice when this Amendment has
become effective.

         SECTION 4. Representation and Warranties. To induce the Administrative
Agent and the Lenders parties hereto to enter into this Amendment, the Borrower
hereby represents and warrants to the Administrative Agent and all of the
Lenders as of the Amendment Effective Date that the representations and
warranties made by the Borrower in the Loan Documents are true and correct in
all material respects on and as of the Amendment Effective Date (other than
those that expressly speak as of a different date), after giving effect to the
effectiveness of this Amendment, as if made on and as of the Amendment Effective
Date.

         SECTION 5. Payment of Expenses. The Borrower agrees to pay or reimburse
the Administrative Agent for all of its reasonable out-of-pocket costs and
reasonable expenses incurred in connection with this Amendment, any other

<PAGE>

documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent.

         SECTION 6. Continuing Effect; No Other Amendments. Except as expressly
amended or waived hereby, all of the terms and provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect. The amendments contained herein shall not constitute an amendment or
waiver of any other provision of the Credit Agreement or the other Loan
Documents or for any purpose except as expressly set forth herein.

         SECTION 7. No Default. No Default or Event of Default shall have
occurred and be continuing as of the Amendment Effective Date after giving
effect to this Amendment.

         SECTION 8. Counterparts. This Amendment may be executed by one or more
of the parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent. This Amendment
may be delivered by facsimile transmission of the relevant signature pages
hereof.

         SECTION 9. Governing Law. This Amendment and the rights and obligations
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.


                                       2
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.


                                    BEAR ISLAND PAPER COMPANY, LLC



                                    By:
                                         ---------------------------------------
                                            Name:
                                            Title:



                                    TORONTO-DOMINION (TEXAS), INC.,
                                    as Administrative Agent and as a Lender



                                    By:
                                         ---------------------------------------
                                           Name:
                                           Title:


                                       3
<PAGE>


                                    ------------------------------
                                    Name of Lender


                                    By:
                                         ---------------------------------------
                                           Name:
                                           Title:





                                       4