EXECUTION COPY



















FIRST SUPPLEMENTAL INDENTURE




Dated as of July 1, 2009




Supplement to Indenture dated as of September 22, 2003









____________________________________________









by and among




BUCKEYE TECHNOLOGIES INC.,




Each of the GUARANTORS




from time to time party hereto




and




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,




Trustee









____________________________________________









81⁄2% Senior Notes due 2013












FIRST SUPPLEMENTAL INDENTURE dated as of the 1st day of July, 2009 (the “Supplemental Indenture”), by and among BUCKEYE TECHNOLOGIES INC., a Delaware corporation (the “Company”), the Guarantors,
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., formerly known as The Bank of New York Trust Company, N.A. (“The Bank of New York”), a national banking association, as trustee (the “Trustee”).




RECITALS




WHEREAS, the Company, the Guarantors and The Bank of New York executed and delivered an indenture dated as of September 22, 2003 (the “Indenture”), by and among the Company, each of the Guarantors party thereto and the Trustee, to provide for the issuance by the
Company of $200 million of 81⁄2% Senior Notes due 2013 (the “Securities”);




WHEREAS, the Company appointed the Trustee as successor trustee to The Bank of New York pursuant to an Agreement of Resignation, Appointment and Acceptance, effective as of July 15, 2005;




WHEREAS, in accordance with Section 9.2 of the Indenture, the Trustee and the Company may amend or supplement the Indenture, when authorized by appropriate Board Resolutions, with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities; and




WHEREAS, all things necessary for the execution of this Supplemental Indenture, and to make this Supplemental Indenture a valid supplement to the Indenture according to its terms and a valid and binding agreement of the Company, have been done.




NOW, THEREFORE, the parties hereto agree as follows:




ARTICLE 1




RATIFICATION; DEFINITIONS




SECTION 1.1  Supplemental Indenture.




This Supplemental Indenture is supplemental to, and is entered into in accordance with Section 9.2 of the Indenture and, except as modified, amended and supplemented by this Supplemental Indenture, the provisions of the Indenture are hereby ratified and confirmed in all respects and shall remain in full force and effect.




SECTION 1.2  Definitions.




Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.










ARTICLE 2




AMENDMENTS TO CERTAIN PROVISIONS OF THE INDENTURE




SECTION 2.1  Amendments to Section 10.9(a) of the Indenture




.  Section 10.9(a) of the Indenture is hereby amended by deleting the existing clause (iii) and inserting as a new clause (iii) the following:




“(iii)           make any principal payment on, or repurchase, redeem, defease, retire or otherwise acquire for value, prior to any scheduled principal payment, sinking fund payment or maturity, any Subordinated Indebtedness (other than a payment, repurchase, redemption, defeasance,
retirement or other acquisition for value in anticipation of satisfying a scheduled final maturity, scheduled repayment or scheduled sinking fund payment, in each case, due within 16 months of the date of such payment, repurchase, redemption, defeasance, retirement or acquisition);”.







ARTICLE 3


MISCELLANEOUS


SECTION 3.1  Trust Indenture Act Controls


.  If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the Trust Indenture Act, the required provision shall control.




SECTION 3.2  Incorporation into Indenture




.  This Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.




SECTION 3.3  Successors and Assigns




.  All covenants and agreements of the Company and the Trustee in this Supplemental Indenture shall bind their respective successors.




SECTION 3.4  Governing Law




.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




SECTION 3.5  Multiple Originals




.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this Supplemental Indenture.




SECTION 3.6  Separability Clause




.  In case any provision in this Supplemental Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.




SECTION 3.7  The Trustee




.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture.  The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof.




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IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Supplemental Indenture on behalf of the respective parties hereto as of the date first above written.






BUCKEYE TECHNOLOGIES INC.




By:          /s/ Signed




Name:             Steven G. Dean




Title:             Senior Vice President and Chief


Financial Officer






BUCKEYE FLORIDA CORPORATION




By:          /s/ Signed






Name:             Steven G. Dean






Title:             Vice President






BFOL 2 INC.




By:          /s/ Signed






Name:             Steven G. Dean






Title:             Vice President






BFC 2 INC.




By:          /s/ Signed






Name:             Steven G. Dean






Title:             Vice President






BFOL 3 LLC




By:
BFC 2 Inc., its Managing Member




By:          /s/ Signed






Name:             Steven G. Dean






Title:             Vice President




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BFC 3 LLC




By:
BFOL 2 Inc., its Managing Member




By:          /s/ Signed






Name:             Steven G. Dean






Title:             Vice President






BUCKEYE FLORIDA, LIMITED PARTNERSHIP




By:
Buckeye Florida Corporation, its General Partner




By:          /s/ Signed






Name:             Steven G. Dean






Title:             Vice President






BUCKEYE LUMBERTON INC.




By:          /s/ Signed






Name:             Steven G. Dean






Title:             Vice President






BUCKEYE MT. HOLLY LLC




By:
Buckeye Lumberton Inc., its sole member




By:          /s/ Signed






Name:             Steven G. Dean






Title:             Vice President






BKI INTERNATIONAL INC.




By:          /s/ Signed






Name:             Steven G. Dean






Title:             Vice President






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BUCKEYE TECHNOLOGIES CANADA INC.




By:          /s/ Signed






Name:






Title:






MERFIN SYSTEMS LLC




By:          /s/ Signed






Name:






Title:




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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee






By:          /s/ Signed






Name:






Title:




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