Exhibit
10.16


Execution
Version


THIRD AMENDMENT, dated as
of October 3, 2006 (this “Amendment”),
to the Credit Agreement dated as of November 30, 2004 (as heretofore amended,
supplemented, or otherwise modified, the “Credit  Agreement”)
among NEENAH PAPER, INC., a Delaware corporation (the “Parent”), each subsidiary of the
Parent listed as a “Borrower” on the signature pages thereto (together with the
Parent, each a “Borrower” and collectively, the “Borrowers”),
each subsidiary of the Parent listed as a “Guarantor” on the signature pages
thereto, the lenders party thereto (the “Lenders”),  JPMORGAN CHASE BANK, N.A., as agent for the
Lenders (in such capacity, the “Agent”),
and J.P. Morgan Securities Inc., as the exclusive arranger and sole bookrunner
(“Book-Runner”).


The Credit Parties have
requested that the Lenders agree to amend certain provisions of the Credit
Agreement.  The Lenders party hereto are
willing to amend the Credit Agreement as set forth herein on the terms and subject
to the conditions set forth herein. 
Capitalized terms used but not defined herein have the meanings assigned
to them in the Credit Agreement, including after giving effect to the
amendments set forth in this Amendment.


Accordingly, in
consideration of the mutual agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


SECTION 1.  Amendments
to Section 1.1 of the Credit Agreement. 
Upon effectiveness of this Amendment in accordance with Section 37
hereof, Section 1.1 of the Credit Agreement is hereby amended as follows:


(a)           by deleting the definition of “Annualized Basis” and
by inserting the following in lieu thereof:


Annualized Basis
shall mean, with respect to the components of the Fixed Charge Coverage Ratio
for the first four (4) fiscal quarters ending following the FiberMark
Acquisition Effective Date (the first such fiscal quarter being the fiscal
quarter in which the FiberMark Acquisition Effective Date occurs), the
following:


(a)           for the first fiscal
quarter ending following the FiberMark Acquisition Effective Date, each such
component of the Fixed Charge Coverage Ratio during the period beginning on the
FiberMark Acquisition Effective Date and ending on the last day of the fiscal
quarter in which the FiberMark Acquisition Effective Date occurs, divided by
the number of days in such period and multiplied by 90 (the “Adjusted Quarter”), multiplied by
four (4);


(b)           for the second
fiscal quarter ending following the FiberMark Acquisition Effective Date, each
such component of the Fixed



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Charge Coverage Ratio during the two fiscal quarters ending following
the FiberMark Acquisition Effective Date (which shall mean the Adjusted Quarter
for the first such fiscal quarter), multiplied by two (2);


(c)           for the third fiscal
quarter ending following the FiberMark Acquisition Effective Date, each such
component of the Fixed Charge Coverage Ratio during the three fiscal quarters
ending following the FiberMark Acquisition Effective Date (which shall mean the
Adjusted Quarter for the first such fiscal quarter), divided by 0.75; and


(d)           for the fourth
fiscal quarter ending following the FiberMark Acquisition Effective Date, each
such component of the Fixed Charge Coverage Ratio during the four fiscal
quarters ending following the FiberMark Acquisition Effective Date (which shall
mean the Adjusted Quarter for the first such fiscal quarter);


provided, that (i) the cash Interest Expense paid on
the Senior Notes shall be $4,148,437.50 during each of the four quarters ending
following the FiberMark Acquisition Effective Date (regardless of when such
expense is actually paid) and (ii) the expenses for the regularly scheduled “maintenance-down”
of Neenah Paper Company of Canada’s Pictou facility incurred in the first
fiscal quarter ending following the FiberMark Acquisition Effective Date up to
$7,000,000 shall be divided by four and expenses in such amount shall be deemed
to have been incurred during each of the four quarters ending following the
FiberMark Acquisition Effective Date (regardless of when such expense is
actually paid); provided, further, that the Borrowers shall provide the
Agent with the calculation of the Annualized Basis in form and substance
reasonably satisfactory to the Agent.


(b)           by deleting the definition of “Applicable
Commitment Fee Percentage” and by inserting the following in lieu thereof:


Applicable Commitment Fee
Percentage shall mean, with respect to any Commitment Fee, a
rate per annum of 0.25%.


(c)           by deleting the definition of “Applicable
Margin” and by inserting the following in lieu thereof:


Applicable Margin
shall mean, with respect to any Loan, a rate per annum determined in accordance
with this definition.  The “Applicable
Margin” from and after the Third Amendment Effective Date and continuing until
the first adjustment to the Applicable Margin as set forth below shall be a
rate per annum of 1.75% for LIBOR Borrowings for both FAC Loans and Non-FAC
Loans and a rate per annum of 0.25% for Alternate Base Rate Borrowings for both
FAC Loans and Non-FAC Loans.  As of the
end of each fiscal quarter of the Credit Parties (commencing December 31,
2006), the Applicable Margin shall be adjusted 



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upward or downward, as applicable, to the respective amounts shown in
the schedule below based on Availability, tested on an average daily basis for
the most recent fiscal quarter of the Credit Parties.  For purposes hereof, any such adjustment in
the respective amounts of the Applicable Margin, whether upward or downward,
shall be effective ten (10) Business Days after the Borrowing Base Compliance
Certificate of the Credit Parties and their Subsidiaries with respect to the
final month of such fiscal quarter has been delivered to and received by the
Agent in accordance with the terms of Section 6.3(i)
hereof; provided,
however, if any
such Borrowing Base Compliance Certificate is not delivered in a timely manner
as required under the terms of Section 6.3(i)
hereof, the Applicable Margin from the date such Borrowing Base Compliance
Certificate was due until ten (10) Business Days after Agent and Lenders
receive the same will be the highest level set forth below for the Applicable
Margin.


	
  Availability

  	
   

  	
  Per Annum

  Percentage for

  Non-FAC

  Loan LIBOR

  Borrowings

  	
   

  	
  Per Annum

  Percentage

  for Non-

  FAC Loan

  Alternate

  Base Rate

  Borrowings

  	
   

  	
  Per Annum

  Percentage

  for FAC

  Loan LIBOR

  Borrowings

  	
   

  	
  Per Annum

  Percentage

  for FAC

  Loan

  Alternate

  Base Rate

  Borrowings

  	
   

  
	
  Greater than or
  equal to $90,000,000

  	
   

  	
  1.25

  	
  %

  	
  0.0

  	
  %

  	
  1.50

  	
  %

  	
  0.0

  	
  %

  
	
  Less than
  $90,000,000, but greater than or equal to $50,000,000

  	
   

  	
  1.50

  	
  %

  	
  0.0

  	
  %

  	
  1.75

  	
  %

  	
  0.25

  	
  %

  
	
  Less than
  $50,000,000, but greater than or equal to $30,000,000

  	
   

  	
  1.75

  	
  %

  	
  0.25

  	
  %

  	
  2.00

  	
  %

  	
  0.50

  	
  %

  
	
  Less than $30,000,000

  	
   

  	
  2.00

  	
  %

  	
  0.50

  	
  %

  	
  2.25

  	
  %

  	
  0.75

  	
  %

  



 


(d)           by deleting the words “Closing Date”
contained in the table in the definition of “Applicable Prepayment Fee
Percentage” and inserting the words “Third Amendment Effective Date” in lieu
thereof;


(e)           by deleting the definition of “Borrowing
Base” and inserting the following in lieu thereof:


Borrowing Base shall mean, as of any
date, the amount of the then most recent computation of the Borrowing Base,
determined by calculating the amount equal to the following:



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(a)           85% of Eligible
Receivables; plus


(b)           the lesser of (i) 75%
of the value of Eligible Inventory (valued at the lower of cost or fair market
value), and (ii) 85% of the applicable Net Recovery Value Percentage of
Eligible Inventory; plus


(c)           the lesser of (i)
$60,000,000 and (ii) the Margined PP&E Amount; plus


(d)           the Fixed Asset
Component.


(f)            by adding the words “or any
Additional Senior Indenture; or (f) the Parent shall cease to have the
beneficial ownership, directly or indirectly, of 100% of the Stock of FinCo,
free and clear of all Liens (other than any Liens granted under the Loan
Documents and Liens permitted under Section 7.2)” at the end of the
definition of Change of Control, immediately before the period.


(g)           by deleting the definition of “Fixed
Charge Coverage Ratio” and inserting the following in lieu thereof:


Fixed Charge Coverage Ratio shall
mean, with respect to any Person,


(a)           for any period
ending on or prior to the FiberMark Acquisition Effective Date, the ratio of
(i) EBITDA less (A) Capital Expenditures not funded by Indebtedness permitted
by Section 7.1(c) or Section 7.1(m), less (B) cash payments of federal,
state, provincial and local income or franchise taxes, to (ii) the sum of (A)
cash Interest Expense, plus (B) Scheduled Principal Payments plus
(C) Cash Dividends, in each case of such Person for the applicable period, and
without duplication, plus (D) the amount of all expenses, charges and
liabilities related to the restructuring, closure or Disposition of Neenah
Paper Company of Canada’s Terrace Bay facility paid in cash during the period,
but only in the amount and to the extent such expenses, charges and liabilities
exceed (x) an aggregate amount of $12,000,000 during the period commencing on
the Third Amendment Effective Date and ending on December 31, 2008, or (y) an
aggregate amount of $1,000,000 during any period of four (4) consecutive fiscal
quarters (or any portion thereof) commencing after December 31, 2008 (such
excess amount being referred to herein as the “Terrace Bay Excess Cash
Closure Costs”); and


(b)           for any period
ending after the FiberMark Acquisition Effective Date, the ratio of (i) EBITDA less
(A) Capital Expenditures not funded by Indebtedness permitted by Section 7.1(c)
or Section 7.1(m), less (B) loans, advances and Investments (other than
the Pledged Inter-Company Loans so long as an Unpledged Inter-Company Loan in
an equal amount is made substantially contemporaneously therewith) made to
Persons that are not Credit Parties, less (C) cash payments of federal,
state, provincial and local income or franchise taxes, plus (D)
principal and 



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interest payments paid in cash on the Pledged Inter-Company Note, plus
(E) Cash Dividends and other distributions with respect to Stock held by a
Credit Party to the extent received in cash by a Credit Party from any Person
that is not a Credit Party, to (ii) the sum of (A) cash Interest Expense, plus
(B) Scheduled Principal Payments, plus (C) Cash Dividends, plus
(D) the Terrace Bay Excess Cash Closure Costs.


All components of the Fixed Charge Coverage Ratio shall be determined
for the applicable Person on a Consolidated basis, without duplication and for
the four (4) most recent consecutive fiscal quarters of the applicable Person
ending on or prior to the date of determination; provided, that (1) the
results of operation of the Offshore Entities and their subsidiaries,
including, without limitation, FiberMark and its subsidiaries, shall be
excluded in the calculation of Fixed Charge Coverage Ratio (except as provided
in clauses (b)(i)(B) and (b)(i)(D) above), and (2) for the first four (4)
fiscal quarters ended following the FiberMark Acquisition Effective Date (the
first such fiscal quarter being the fiscal quarter in which the FiberMark
Acquisition Effective Date occurs), the Fixed Charge Coverage Ratio shall be
determined on an Annualized Basis.


(h)           by deleting the definition of “Net
Income” set forth therein and inserting the following text in lieu thereof:


Net Income shall mean, with respect
to any Person for any period, net income of such Person for the applicable
calculation period determined in accordance with GAAP; provided, that
there shall not be included in such calculation of net income (without
duplication) (a) subject to limitations for certain items as provided in clause
(g) below, any extraordinary gains or losses (including in connection with the
sale or write-up of assets), (b) subject to limitations for certain items as
provided in clause (g) below, any nonrecurring gains or losses, (c) any gains
or losses from dispositions of property or assets, other than dispositions of
Inventory and equipment in the ordinary course of business, and the tax
consequences thereof, (d) the net income or loss of any other Person that is
not a Subsidiary of such Person for whom net income is being calculated (or is
accounted for by such Person by the equity method of accounting), (e) the net
income (or loss) of any other Person acquired by, or merged with, such Person
for whom net income is being calculated or any of its Subsidiaries for any
period prior to the date of such acquisition, (f) the net income of any
Subsidiary of such Person for whom net income is being calculated to the extent
that the declaration or payment of dividends or similar distributions by such
Subsidiary of such net income is not at the time permitted by operation of the
terms of its charter, certificate of incorporation or formation or other
constituent document or any agreement or instrument or Legal Requirement
applicable to such Subsidiary, all as determined in accordance with GAAP, (g)
with respect to the Credit Parties and their Subsidiaries, the following
anticipated non-cash impairment charges of approximately (i) $110,000,000 in
the fiscal year ended December 31, 2004 and referred to in the Offering
Memorandum with 



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respect to a writedown of the carrying amount of the Consolidated
assets of the Credit Parties and their Subsidiaries following the Spin-off
Transaction, and any benefits (including tax benefits) resulting from such
writedown or charge, (ii) $59,800,000 in the fiscal year ended December 31,
2005 and referred to in the Parent and its Subsidiaries Annual Audited
Financial Statements for such fiscal year with respect to a writedown of the
carrying amount of the Consolidated assets of the Credit Parties and their
Subsidiaries based on asset impairment, and any benefits (including tax
benefits) resulting from such writedown or charge, and  (iii)
any non-cash non-recurring impairment charges with respect to a writedown of
the carrying amount of the Consolidated assets of the Credit Parties acquired
after the Third Amendment Effective Date (either through direct asset purchase
or as part of the acquisition of all or substantially all of the Stock of
another Person) based on the impairment of such assets, pursuant to the
provisions of Section 7.4(6), and any benefits (including tax benefits)
resulting from such writedown, but only to the extent that such writedowns are
made within the initial six (6) month period (or such longer period acceptable
to the Agent in its sole discretion) after the acquisition of the assets whose
carrying amount is being written down (h) any non-cash compensation expense
realized for grants of performance shares, stock options or other rights to
officers, directors and employees, provided that such shares, options or other
rights can be redeemed at the option of the holder only for capital stock of
such Person, (i) with respect to the Credit Parties and their Subsidiaries, any
losses of Neenah Menasha Water and Power Company to the extent paid from funds
contributed by Kimberly-Clark into a separate account of Neenah Menasha Water
and Power Company prior to the Spin-Off Transaction, (j) with respect to the
Credit Parties, any non-recurring fees, charges or other expenses that are
related to the Spin-off Transaction, not to exceed (i) with respect to fees,
charges or other expenses incurred in connection with the closing of the
Spin-off Transaction on the Closing Date, $8,500,000 in the aggregate and (ii)
with respect to fees, charges or other expenses incurred thereafter,
$1,500,000, (k) with respect to the Credit Parties, any non-recurring charges
or other expenses (determined in accordance with GAAP and as reflected in the
Company’s financial statements produced from time to time pursuant to Section
6.3(a) and 6.3(b)) related to the restructuring, closure or Disposition of
Neenah Paper Company of Canada’s Terrace Bay facility, not to exceed
$120,000,000 in the aggregate, but excluding any cash charges or payments made
in connection with the Disposition of the Terrace Bay facility, (l) with
respect to the Credit Parties, all non-recurring expenses and charges
(determined in accordance with GAAP and as reflected in the Company’s financial
statements produced from time to time pursuant to Section 6.3(a) and 6.3(b))
related to the extended closure (in excess of the regularly scheduled closure
for annual maintenance of such facility) of the Neenah Paper Company of Canada’s
Pictou facility during the fourth quarter of 2006 calendar year due to
replacement of boilers and other equipment caused by pipe corrosion, such
excess expenses and charges not to exceed $5,000,000 in the aggregate, and  (m) with respect to the Credit Parties, any non-recurring
charges or other expenses (determined in accordance with GAAP and as reflected
in the Company’s financial statements 



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produced from time to time pursuant to Section 6.3(a) and 6.3(b))
related to (1) the restructuring or permanent closure of any facility (other
than Neenah Paper Company of Canada’s Terrace Bay facility) of any Credit Party
or (2) Hedging Obligations owing and paid during the fourth quarter of 2006
calendar year with respect to pulp futures contracts permanently expiring in
such quarter, which non-recurring charges or other expenses described in part
(1) and (2) of this clause (m) shall not exceed $5,000,000 in any calendar year
or $10,000,000 in the aggregate during the term of this Agreement.


(i)            by deleting the definition of “Permitted
Affiliate Transactions” set forth therein and inserting the following text
in lieu thereof:


Permitted Affiliate
Transactions shall mean any of the following: (a)  transactions between Credit Parties; (b)
transactions between Offshore Entities, (b) customary directors’ fees,
customary directors’ indemnifications and similar arrangements for officers and
directors of the Credit Parties and the Offshore Entities entered into in the
ordinary course of business, together with any payments made under any such
indemnification arrangements; provided, that any of the foregoing owed
to directors and officers of the Offshore Entities are only payable and paid by
the Offshore Entities; (c) customary and reasonable loans, advances and
reimbursements to officers, directors and employees of the Credit Parties and
Offshore Entities for travel, entertainment, moving and other relocation
expenses, in each case made in the ordinary course of business provided, that
any of the foregoing owed to officers, directors and employees of the Offshore
Entities are only payable and paid by the Offshore Entities; (d) the incurrence
of intercompany Indebtedness permitted pursuant to Sections 7.1(f) and
7.1(n) hereof and Contingent Obligations permitted pursuant to Section 7.1(g)
hereof, (e) employment agreements and arrangements entered into with directors,
officers and employees of the Credit Parties or the Offshore Entitles in the
ordinary course of business; provided, that any obligations under any of
the foregoing owed to directors, officers and employees of the Offshore
Entities are only obligations of the Offshore Entities and are only paid by the
Offshore Entities; and (f) other transactions, contracts or agreements existing
on the Third Amendment Effective Date or the FiberMark Acquisition Effective
Date and which are set forth on Schedule 7.6 attached hereto, together
with any renewals and extensions of such existing transactions, contracts or
agreements, so long as such renewals and extensions are upon terms and
conditions substantially identical to the terms and conditions set forth in
such existing transactions, contracts and agreements (or otherwise no less
favorable to the Credit Parties, as applicable), and such other transactions,
contracts or agreements with respect to the Offshore Entities entered into
after the FiberMark Acquisition Effective Date, which (i) either (A) contain terms
and conditions substantially similar to those transactions, contracts and
agreements listed on Schedule 7.6 attached hereto or (B) are
transactions, contracts or agreements customarily entered into by public
companies for the provision of administrative services to their related
companies (including, without limitation, legal, accounting, treasury, tax,
human resources, billing and collection, accounts payable, risk management,
compliance and other 



 7
 









similar administrative services), and (ii) have been approved by the
Agent in its reasonable discretion. 
Where any costs, expenses, fees or other payments to directors, officers
or employees described herein are required to be made by, or to be obligations
solely of, Offshore Entities, such amounts may be either paid directly by the
Offshore Entities, or paid by any Credit Party and reimbursed in cash by
Offshore Entities in the ordinary course of business which, in any event, shall
not be longer than 60 days after such payment is made.  In the event such costs, expenses, fees or
other payments relate both to the Credit Parties and to one or more Offshore
Entities, the Parent shall be entitled to make a reasonable, good faith
allocation of such amounts as between the affected Credit Parties, on the one
hand, and the affected Offshore Entities on the other.


(j)            by deleting the definition of “Scheduled
Principal Payments” set forth therein and inserting the following text in lieu
thereof:


“Scheduled Principal Payments” shall mean, with respect to any
Person for any period, the aggregate amount of regularly scheduled payments of
principal, if any, in respect of funded Indebtedness (including the principal
component of any payments in respect of Capital Lease Obligations) paid or
required to be paid by such Person and its consolidated Subsidiaries during
such period, excluding (i) principal payments under the Unpledged Inter-Company
Loan, but solely to the extent an equal principal payment is made substantially
contemporaneously thereafter by FinCo on a Pledged Inter-Company Loan, and (ii)
resulting, substantially contemporaneous payments under the Pledged
Inter-Company Loan.


(k)           by deleting the definition of “Subsidiary”
set forth therein and inserting the following text in lieu thereof:


“Subsidiary” shall mean, as to a particular parent Business
Entity, any Business Entity (excluding any Offshore Entity) of which more than
fifty percent (50%) of the Stock issued by such Business Entity is at the time
directly or indirectly owned by such parent Business Entity or by one or more
of its Affiliates.


(l)            by deleting clause (a) of the
definition of “Termination Date” and inserting the following in lieu
thereof:


(a)           November 30, 2010,


(m)          by deleting the last sentence of the
definition of “Total Commitment” and inserting the following in lieu
thereof:


As of the Third Amendment Effective Date, the Total Commitment is
$165,000,000.


(n)           by adding the following new
definitions in their appropriate alphabetical order:



 8
 









Additional Senior Indenture shall
mean a trust indenture between the Parent and a financial institution serving
as trustee thereunder, having covenants (but not necessarily economic terms)
substantially consistent with those in the Senior Note Indenture (and if
relating to senior subordinated Additional Senior Notes, having subordination
provisions customary for similar financings and satisfactory to the Agent and
its counsel).


Additional Senior Note Documents
shall mean any and all agreements, instruments and other documents pursuant to
which the Additional Senior Notes have been or will be issued or otherwise
setting forth the terms of the Additional Senior Notes, the Additional Senior
Indenture and the obligations with respect thereto, including any guaranty
agreements, bank product agreements or hedging agreements related thereto, all
ancillary agreements as to which any agent, trustee or lender is a party or a
beneficiary and all other agreements, instruments, documents and certificates
executed in connection with any of the foregoing, in each case as such agreement,
instrument or other document may be amended, restated, supplemented, refunded,
replaced or otherwise modified from time to time in accordance with the terms
thereof.


Additional Senior Notes shall mean
any senior unsecured or senior subordinated unsecured Indebtedness issued by
the Parent after the Third Amendment Effective Date as permitted pursuant to Section
7.1(m), pursuant to an Additional Senior Indenture.


Commitment Increase Agreement shall
mean a Commitment Increase Agreement entered into by a Lender in accordance
with Section 2.15(c) and accepted by the Agent in the form of Exhibit B
to the Third Amendment, or any other form approved by the Agent.


Commitment Increase Notice has the
meaning assigned to such term in Section 2.15(a).


Dollar and the sign $ shall
mean lawful money of the United States of America.


Excluded Foreign Subsidiary has the
meaning assigned to such term in Section 6.10.


FAC Loans shall mean, at any time,
that portion of the Revolving Loans then outstanding that is equal to the Fixed
Asset Component at such time; provided, that if the aggregate amount of
all Revolving Loans outstanding at such time is less than the Fixed Asset
Component, all of such Revolving Loans shall be deemed to be FAC Loans.


FiberMark shall mean FiberMark
Beteiligungs GmbH and FiberMark Services GmbH & Co. KG., collectively.



 9
 









FiberMark Acquisition shall mean the
acquisition directly and indirectly by the Borrowers of all or substantially
all of the capital stock and other outstanding equity interests of FiberMark
(together with certain subsidiaries and affiliates of FiberMark) pursuant to
the FiberMark Purchase Agreement.


FiberMark Acquisition Effective Date
has the meaning assigned to such term in Section 7.4.


FiberMark Purchase Agreement shall
mean that certain Sale and Purchase Agreement dated as of August 9, 2006, by
and between FiberMark International Holdings LLC and FiberMark, Inc., as
sellers, and the Parent, as buyer.


FiberMark Purchase Documents has the
meaning assigned to such term in Section 5.30.


FinCo shall mean Neenah Paper
International Finance Company B.V., a company formed under the laws of the
Netherlands, all of whose issued and outstanding Stock is owned by the Parent
or another Credit Party.


Fixed Asset Component shall mean $30,000,000;
provided, that, the Fixed Asset Component shall reduce (i) in
equal installments of $2,500,000 commencing on the earlier to occur of (1) the last
day of the third full calendar month following the FiberMark Acquisition
Effective Date and (2) February 28, 2007, and continuing on the last day of
each third month thereafter, and (ii) upon the consummation of Dispositions of
Timberland Properties, Eligible Equipment and Mill Properties consisting of
Eligible Real Estate, by the applicable percentage of the Net Recovery Value
Percentage of the Property so disposed of.


Indenture Cap shall mean the maximum
aggregate principal amount of Indebtedness permitted under Credit Facilities
(as defined in the Senior Note Indenture and any Additional Senior Indenture)
pursuant to any limitation or restriction set forth in the Senior Indenture,
any other Senior Note Document or any Additional Senior Note Documents, as the
same may be amended, restated, waived or otherwise modified from time to time.


Initial Pledged Inter-Company Loan
shall mean that certain loan advance in the amount of $135,000,000 to be made
by NP International HoldCo to FinCo not more than two Business Days prior to
the FiberMark Acquisition Effective Date, to provide FinCo with funds to
finance, by means of an Unpledged Inter-Company Loan, the FiberMark
Acquisition, which loan advance to FinCo shall be evidenced by the Pledged
Inter-Company Note.


Margined PP&E Amount shall mean
the sum of (i) 65% of the Net Recovery Value Percentage of the Timberland
Properties owned, plus (ii) 75% of the Net Recovery Value Percentage of
Eligible Equipment, plus (iii) 65% of the Net Recovery Value Percentage
of the Mill Properties constituting Eligible Real Estate.



 10
 









New Lender has the meaning assigned
to such term in Section 2.15(d).


New Lender Agreement means a New
Lender Agreement entered into by a New Lender in accordance with Section
2.15(d) and accepted by the Agent in the form of Exhibit C to the Third
Amendment, or any other form approved by the Agent.


Non-FAC Loans shall mean Revolving
Loans which are not FAC Loans.


NP International shall mean Neenah
Paper International, LLC, a Delaware limited liability company and an indirect,
wholly owned Subsidiary of NP International HoldCo, which subsidiary will be
created on or before to the FiberMark Acquisition Effective Date.


NP International HoldCo shall mean
Neenah Paper International Holding Company, LLC, a Delaware limited liability
company and a wholly owned Subsidiary of the Parent.


Offshore Entities shall mean FinCo,
FiberMark, each direct or indirect subsidiary of FiberMark and their respective
successors and assigns; provided, that FiberMark and its subsidiaries
shall not be deemed Offshore Entities until such time as FiberMark is a
subsidiary of the Parent.


Pledged Inter-Company Loan shall
mean, collectively, the Initial Pledged Inter-Company Loan and subsequent
advances under the inter-company revolving line of credit from NP International
HoldCo to FinCo, evidenced by the Pledged Inter-Company Note, which line of
credit shall be used to provide FinCo with funds to finance, by means of
Unpledged Inter-Company Loans, the activities of NP International and, to the
extent permitted under this Agreement, any non-U.S., non-Canadian subsidiaries
of NP International from time to time.


Pledged Inter-Company Note shall
mean the promissory note, substantially in the form of Exhibit A to the Third
Amendment, to be issued on or prior to the FiberMark Acquisition Effective Date
by FinCo to NP International HoldCo, and which shall evidence the Pledged
Inter-Company Loan.


Pro Forma Opening Statements has the
meaning assigned to such term in Exhibit D to the Third Amendment.


Projections has the meaning assigned
to such term in Exhibit D to the Third Amendment.


Third Amendment shall mean that
certain Third Amendment dated as of October 3, 2006 by and among the Borrowers,
the Guarantors, the Agent and the Lenders pursuant to which the Agreement was
amended.


Third Amendment
Effective Date shall mean October 3, 2006.



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Unpledged Inter-Company Loan shall
mean the inter-company loans made from time to time by FinCo to NP
International for the purpose of financing the FiberMark Acquisition and the
activities of NP International and any non-U.S., non-Canadian subsidiaries of
NP International from time to time.


(o)           by deleting the following definitions
in their entirety and without replacement: “Equipment Amortization Amount”, “Mill
Properties Amortization Amount”, “Stipulated Terrace Bay Reduction Amount”, “Terrace
Bay Sale Date” and “Timberland Properties Amortization Amount”.


SECTION 2.  Amendment
to Section 2.1 to the Credit Agreement. 
Upon the effectiveness of this Amendment pursuant to Section 37
hereof, Section 2.1 of the Credit Agreement is hereby deleted in its entirety
and the following Section 2.1 is substituted in lieu thereof:


2.1           Commitments.  Subject to the terms and conditions hereof,
each Lender, severally and not jointly, agrees to make Revolving Loans to the
Borrowers from time to time on and after the Closing Date until, but not including,
the Termination Date, in an aggregate principal amount at any one time
outstanding (including such Lender’s Commitment Percentage of the Letter of
Credit Exposure Amount and the Swingline Exposure at such time) up to, but not
exceeding, such Lender’s Commitment. 
Notwithstanding the foregoing, the aggregate principal amount of the
Revolving Loans outstanding at any time shall not exceed the lesser of (1) the
Indenture Cap, and (2)(a) the lesser at such time of (i) the Total
Commitment and (ii)(A)  the Borrowing Base as of such time less
(B) all applicable Reserves, less (b) the aggregate Letter of
Credit Exposure Amount and Swingline Exposure at such time less
(c) the aggregate amount of the items specified in clauses (b)(ii) and
(b)(iii) of the definition of “Availability.” 
Subject to the conditions herein, any such Revolving Loan prepaid prior
to the Termination Date may be reborrowed as an additional Revolving Loan by
the Borrowers pursuant to the terms of this Agreement.


SECTION 3.  Amendment
to Section 2.4(b) of the Credit Agreement. 
Upon the effectiveness of this Amendment in accordance with Section
37 hereof, the second sentence of Section 2.4(b) of the Credit Agreement is
hereby deleted in its entirety and the following sentence is sentence is
substituted in lieu thereof:


In addition to the
foregoing, simultaneously with any termination of the Total Commitment or
reduction in the Total Commitment which termination or reduction occurs on or
before the second anniversary of the Third Amendment Effective Date, the
Borrowers shall pay to each Lender, through the Agent, a prepayment fee equal
to the Applicable Prepayment Fee Percentage times the aggregate reduction,
without duplication for any prior reductions, in such Lender’s Commitment
during the period from the Third Amendment Effective Date to the date of such
termination or reduction; provided, that, no prepayment fee will
be due in the case of any reduction if, after giving effect thereto, the amount
of the Total Commitment is equal to or greater than $105,000,000, or as a 



 12
 









result of the termination
of the Total Commitment in connection with a refinancing in which JPMorgan
Chase Bank, N.A and/or its Affiliates are the sole arranger, sole book runner
and sole administrative agent thereof.


SECTION 4.  Amendment
to Section 2.10(e) of the Credit Agreement. 
Upon the effectiveness of this
Amendment in accordance with Section 37 hereof, the first sentence of
clause (e) of Section 2.10 of the Credit Agreement is hereby deleted in its
entirety and the following new sentence is substituted in lieu thereof:


In consideration of the issuance of each Letter of Credit pursuant to
the provisions of this Section
2.10, the Borrowers agree to pay (subject to Section 10.6 hereof)
to the Agent for the ratable benefit of the Lenders a letter of credit fee
(computed on the basis of the actual number of days elapsed in a year composed
of 360 days) in an amount equal to the product of (i) the Applicable Margin in
effect for LIBOR Borrowings of Revolving Loans which are Non-FAC Loans for the
applicable period times (ii) the undrawn amount of the applicable Letter of
Credit, with each letter of credit fee to commence to accrue as of the date of
issuance of such Letter of Credit and to be effective as to any reductions in the
undrawn amount of such Letter of Credit as of the date of any such reduction
(whether resulting from payments thereunder by the Agent, by agreement of the
beneficiary thereunder or automatically by the terms of the Letter of Credit).


SECTION 5.  Amendment
to add a new Section 2.15 to the Credit Agreement.  Upon the effectiveness of this Amendment
pursuant to Section 37 hereof, a new Section 2.15 is hereby added to
Article 2 of the Credit Agreement to read in full as follows:


2.15         Increase of Commitments.


(a)           If no Default or Event of Default or
Material Adverse Effect shall have occurred and be continuing, the Borrowers
may at any time prior to the Termination Date request one or more increases of
the Commitments by notice to the Agent in writing of the amount of such
proposed increase (each such notice, a “Commitment Increase Notice”); provided,
however, that, (i) the Commitment of any Lender may not be
increased without such Lender’s consent, (ii) the aggregate amount of the
Commitments as so increased shall not exceed $225,000,000, and (iii) the
Commitments may not be increased without the consent of the Agent (which
consent shall not be unreasonably withheld or delayed).  Any such Commitment Increase Notice delivered
with respect to any proposed increase in the Commitments must offer each Lender
an opportunity to subscribe for its Commitment Percentage (with respect to the
existing Commitments (prior to such increase)) of the increased
Commitments.  The Agent shall, within
five (5) Business Days after receipt of a Commitment Increase Notice, notify
each Lender of such request.  Each Lender
desiring to increase its Commitment shall notify the Agent in writing no later
than ten (10) Business Days after receipt of notice from the Agent.  Any Lender that does not notify the Agent
within the time 



 13
 









period specified above that it will increase its
Commitment will be deemed to have rejected such offer.  Any agreement by a Lender to increase its
Commitment shall be irrevocable.


(b)           If any proposed increase in the
Commitments is not fully subscribed by the existing Lenders pursuant to the
procedure outlined in clause (a) preceding, the Borrowers may, in their sole
discretion, but with the consent of the Agent as to any Person that is not at
such time a Lender (which consent shall not be unreasonably withheld or
delayed), offer to any existing Lender or to one or more additional banks or
financial institutions the opportunity to participate in all or a portion of
such unsubscribed portion of the Commitments, by notifying the Agent; provided,
that the Commitment of any New Lender shall not be less than $15,000,000 and
shall be in an integral multiple of $5,000,000. 
Promptly and in any event within five (5) Business Days after receipt of
notice from the Borrowers of their desire to offer such unsubscribed
commitments to certain existing Lenders or to the additional banks or financial
institutions identified therein, the Agent shall notify such proposed lenders
of the opportunity to participate in all or a portion of such unsubscribed
portion of the increased Commitments.


(c)           Any existing Lender that accepts the
Borrowers’ offer to increase its Commitment shall execute a Commitment Increase
Agreement with the Borrowers, the Guarantors and the Agent, whereupon such
Lender shall be bound by, and entitled to the benefits of, this Agreement with
respect to the full amount of its Commitment as so increased.


(d)           Any additional bank or financial
institution which is not an existing Lender and which accepts the Borrowers’
offer to participate in the increased Commitments shall execute and deliver to
the Agent, the Borrowers and the Guarantors a New Lender Agreement setting
forth its Commitment (subject to the limitations on the amounts thereof set
forth herein), and upon the effectiveness of such New Lender Agreement such
bank or financial institution (a “New Lender”) shall become a Lender for
all purposes and to the same extent as if originally a party hereto and shall
be bound by and entitled to the benefits of this Agreement, and the signature
pages hereof shall be deemed to be amended to add the name of such New Lender.


(e)           Upon any increase in the Commitments
pursuant to this Section 2.15, Schedule 1.1A shall be deemed amended to
reflect the Commitment of each Lender (including any New Lender) as thereby
increased.


SECTION 6.  Amendment
to add a new Sections 5.2(c) and 5.2(d) to the Credit Agreement.  Upon the FiberMark Acquisition Effective
Date, subsections (c) and (d) are hereby added to Section 5.2 of the Credit
Agreement to read in full as follows:



 14















(c)           To
the best knowledge of each Credit Party after reasonable inquiry, the unaudited
consolidated balance sheet of FiberMark Services GmbH & Co. KG and its
Subsidiaries for the four (4) quarter period ended on December 31, 2005 and the
three (3) month period ended on March 31, 2006, and the related consolidated
statement of income of FiberMark Services GmbH & Co. KG and its
Subsidiaries for such four (4) quarter and three (3) month periods then ended,
each delivered to the Agent and the Lenders in connection with the Third
Amendment, have been prepared in accordance with GAAP or generally accepted
accounting principles in Germany, as indicated, in each case consistently
applied and fairly present in all material respects the consolidated assets and
liabilities (Vermoegenslage), financial position (Finanslage) and results of
operations (Ertragslage) of FiberMark Services GmbH & Co. KG and its
subsidiaries as at the dates and for the periods indicated therein except
normal recurring year end adjustments (none of which are or will be material).


(d)           The Credit Parties have heretofore
furnished to the Agent, for each year (commencing with the year ending on
December 31, 2006) from the projected FiberMark Acquisition Effective Date
through December 31, 2008, projected income statements, balance sheets and cash
flows of the Credit Parties, their Subsidiaries and the Offshore Entities, on a
Consolidated basis, together with one or more schedules demonstrating
prospective compliance with all financial covenants contained in this
Agreement, such projections disclosing all material assumptions made by the
Credit Parties in formulating such projections. 
The projections are based upon estimates and assumptions which the
Credit Parties believe are reasonable in light of the conditions which existed
as of the time the projections were made, have been prepared on the basis of
the material assumptions stated therein and reflect as of the Third Amendment
Effective Date and the FiberMark Acquisition Effective Date an estimate believed
reasonable by the Credit Parties as to the results of operations and other
information projected therein.


SECTION 7.  Amendment to Section 5.4 of the
Credit Agreement.  Upon the FiberMark
Acquisition Effective Date, Section 5.4 of the Credit Agreement shall be
deleted in its entirety and the following new Section 5.4 shall be substituted
in lieu thereof:


5.4           Other Debt.  Neither any Credit Party nor any Offshore
Entity is in default in the payment of any other Indebtedness or under any
agreement, mortgage, deed of trust, security agreement or lease to which it is
a party, the result of which has, or could reasonably be expected to have, a
Material Adverse Effect.


SECTION 8.  Amendment
to Section 5.5 of the Credit Agreement.  Upon the FiberMark Acquisition
Effective Date, Section 5.5 of the Credit Agreement shall be deleted in its
entirety and the following new Section 5.5 shall be substituted in lieu
thereof:



 15
 









5.5           Litigation.  Except as set forth on Schedule 5.5
attached hereto, there is no litigation, administrative proceeding or
investigation pending or, to the knowledge of any Credit Party, threatened
against, nor any outstanding judgment, order or decree affecting, any Credit
Party or any Offshore Entity before or by any Governmental Authority or arbitral
body which individually or in the aggregate have, or could reasonably be
expected to have, a Material Adverse Effect. 
No Credit Party is knowingly in material default with respect to any
material judgment, writ, rule, regulation, order or decree of any Governmental
Authority binding on it or its property. 
No Offshore Entity is knowingly in material violation with respect to
any material judgment, writ, rule, regulation, order or decree of any
Governmental Authority binding on it or its property, which violation
individually or in the aggregate with all other such violations have, or could
reasonably be expected to have, a Material Adverse Effect.


SECTION 9.  Amendment
to Section 5.6 of the Credit Agreement.  Upon the FiberMark Acquisition
Effective Date, Section 5.6 of the Credit Agreement shall be deleted in its
entirety and the following new Section 5.6 shall be substituted in lieu
thereof:


5.6           Taxes.  Each Credit Party and, subject to completion
of the FiberMark Acquisition, each Offshore Entity has filed all federal,
provincial, state, local or foreign income, franchise and other material tax
returns required to have been filed and paid all taxes shown thereon to be due,
except those for which extensions have been obtained and except for those which
are being contested in good faith and by appropriate proceedings if adequate
reserves with respect thereto are maintained in accordance with GAAP.  No federal income tax returns of any Credit
Party or Offshore Entity have been audited by the Internal Revenue Service, the
Canada Revenue Agency, the Netherlands national tax authority (Belastingdienst)
or the German national tax authority (Bundesfinanzhof), the determination under
which could reasonably be expected to have a Material Adverse Effect.  No Credit Party or Offshore Entity has, as of
the Third Amendment Effective Date and the FiberMark Acquisition Effective
Date, requested or been granted any extension of time to file any federal tax
return.  No Credit Party or Offshore
Entity has, as of the Third Amendment Effective Date and the FiberMark
Acquisition Effective Date, requested or been granted any extension of time to
file any state, provincial, local or foreign tax return, other than extensions
with respect to tax liabilities where such Credit Party’s or Offshore Entity’s
failure to pay such tax liabilities would not have a Material Adverse
Effect.  Except for the Spin-off Tax
Sharing Agreement and any other tax sharing agreement entered into and
delivered to the Agent pursuant to the terms hereof, no Credit Party or
Offshore Entity is a party to, or has any obligation under, any tax sharing
arrangement with any Person.  Each
Guarantor is, and has been at all times since its creation or organization,
classified as a disregarded entity for United States federal tax purposes.  None of the Parent or any of its Subsidiaries
has taken (or failed to take) any action, the taking (or failure to take) of
which could reasonably be expected to give rise to an indemnity obligation of
the Parent or any of its Subsidiaries under the Spin-off Tax Sharing Agreement.



 16
 









SECTION 10.  Amendment
to Section 5.7 of the Credit Agreement.  Upon the effectiveness
of this Amendment in accordance with Section 5.7 hereof, the second and third
sentences of Section 5.7 of the Credit Agreement shall be deleted in their
entirety and the following two sentences shall be substituted in lieu thereof:


As of the Third Amendment
Effective Date and the FiberMark Acquisition Effective Date, each Credit Party
has disclosed to the Agent all agreements, instruments and corporate or other
restrictions to which it is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.  As of the Third
Amendment Effective Date and the FiberMark Acquisition Effective Date there is
no contingent liability or fact that could reasonably be expected to have a
Material Adverse Effect which has not been specifically set forth in the Parent’s public
filings with the Securities and Exchange Commission filed on or prior to the
Third Amendment Effective Date, or in a schedule hereto.


SECTION 11.  Amendment
to Section 5.8 of the Credit Agreement.  Upon the effectiveness
of this Amendment in accordance with Section 37 hereof, Section 5.8 of
the Credit Agreement shall be deleted in its entirety and the following new
Section 5.8 shall be substituted in lieu thereof:


5.8           Subsidiaries and Offshore Entities.  As of the date of Third Amendment Effective
Date and the FiberMark Acquisition Effective Date, no Credit Party has any
Subsidiaries or any other majority, or material minority ownership interests in
any other Person other than as listed on Parts A and B, respectively, of Schedule
5.8 attached hereto.  Except as
expressly indicated on Parts A and B of Schedule 5.8 attached hereto, as
of the Third Amendment Effective Date and the FiberMark Acquisition Effective
Date, respectively, each of the Subsidiaries and Offshore Entities listed on
such Parts A and B of Schedule 5.8 is wholly-owned by the Credit Party
or other Person indicated on such schedule. 
As of the Third Amendment Effective Date and the FiberMark Acquisition
Effective Date, Parts A and B, respectively, of 
Schedule 5.8 set forth (a) the jurisdiction of incorporation or
organization of each Subsidiary of any Credit Party and each Offshore Entity,
and (b) the percentage of each Credit Party’s, any of its Subsidiaries’ or such
other Person’s (as indicated thereon) ownership of the Stock of each Subsidiary
of any Credit Party and each Offshore Entity.


SECTION 12.  Amendment
to add a new Section 5.30 to the Credit Agreement.  Upon the effectiveness of this Amendment
pursuant to Section 37 hereof, a new Section 5.30 is hereby added to
Article 5 of the Credit Agreement to read in full as follows:


5.30         FiberMark Purchase Documents.  The Borrowers have provided to the Agent a
true and correct copies of the FiberMark Purchase Agreement and all other
material documents, instruments and agreements entered into by and between or
among any Credit Party related to the FiberMark Acquisition, including all
amendments and modifications thereto (whether characterized as an 



 17
 









amendment, modification,
waiver, consent or similar document) (collectively, the “FiberMark Purchase Documents”).  No material rights or obligations of any
party to any of the FiberMark Purchase Documents have been waived, except as
expressly permitted by clause (7) of the proviso to Section 7.4, and to
the best knowledge of the Parent, no party to any of the FiberMark Purchase Documents
is in default of its obligations or in breach of any representations or
warranties made thereunder.  Each of the
FiberMark Purchase Documents is a valid, binding and enforceable obligation of
each Credit Party signatory thereto in accordance with its terms.  To the best knowledge of the Parent, each of
the FiberMark Purchase Documents is a valid, binding and enforceable obligation
of each party thereto in accordance with its terms and is in full force and effect
in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors rights generally and by general equitable principles including
remedies of specific performance and injunction.


SECTION 13.  Amendment
to Section 6.3 of the Credit Agreement. 
Upon the effectiveness of this Amendment in accordance with Section
37 hereof:


(i)            clause
(c) of Section 6.3 is hereby deleted in its entirety and the following
new clause (c) is substituted in lieu thereof:


(c)           as soon as available
and in any event within thirty (30) days after the end of the month, Monthly
Unaudited Financial Statements of the Credit Parties and their Subsidiaries; provided,
however, that (i) except as provided in clause (ii) of this Section
6.3(c), such Monthly Unaudited Financial Statements for the months of January,
February, and March, 2007, shall be due as soon as available and in any event
no later than forty-five (45) days after the end of each such respective
calendar month and (ii) the Monthly Unaudited Financial Statements for the
first three months ending following the FiberMark Acquisition Effective Date
shall be due as soon as available and in any event within sixty (60) days after
the end of such calendar months;


(ii)           clauses
(f) and (g) of Section 6.3 of the Credit Agreement are hereby amended by
changing each reference to “$35,000,000” therein to read “$30,000,000”, and
each reference to “$45,000,000” therein to read “$40,000,000”;


(iii)          clause
(i) of Section 6.3 is hereby deleted in its entirety and the following
new clause (i) is substituted in lieu thereof:


(i)            as soon as
available and in any event within fifteen (15) Business Days after the end of
each calendar month, (A) a certificate setting forth the calculation of the
Indemnity Cap as of the end of such calendar month (in form and substance
reasonably acceptable to the Agent), and (B) a Borrowing Base Compliance
Certificate; provided, however, that such Borrowing Base
Compliance Certificate for the months of January, February and March, 2007, 



 18
 









shall be due as soon as available and in any event no later than thirty
(30) days after the end of each such respective calendar month;


(iv)          clause
(j) of Section 6.3 is hereby deleted in its entirety and the following
new clause (j) is substituted in lieu thereof:


(j)            as soon as
available and in any event within thirty (30) days prior to the commencement of
each fiscal year of the Credit Parties, management-prepared Consolidated and
consolidating financial projections of the Credit Parties and their
Subsidiaries for the immediately following three (3) fiscal years (setting
forth such projections on both an annual basis and on a monthly basis for the
upcoming fiscal year and on an annual basis only for the two (2) fiscal years
thereafter), such projections to be prepared and submitted in such format and
detail as reasonably requested by the Agent;


SECTION 14.  Amendment
to Section 6.4(b) of the Credit Agreement. 
Upon the effectiveness of this Amendment in accordance with Section
37 hereof, the following sentence is added at the end of clause (b) of
Section 6.4 of the Credit Agreement:


For avoidance of doubt, the Property inspection rights granted to the
Agent and the Lenders in this Section 6.4, do not include the Property
of the Offshore Entities.


SECTION 15.  Amendment
to Section 6.9 of the Credit Agreement. 
Upon the effectiveness of this Amendment in accordance with Section
37 hereof, Section 6.9 of the Credit Agreement is hereby deleted in its
entirety and the following new Section 6.9 is substituted in lieu thereof:


6.9           Use of Proceeds.  Subject to the terms and conditions contained
herein, use the proceeds of the Loans (a) to finance the FiberMark Acquisition,
including to finance the funding of the Pledged Inter-Company Loan and the
payment of a portion of the one-time payment to FiberMark International
Holdings LLC and FiberMark, Inc., which one-time cash payment amount shall not
exceed $220,000,000 in the aggregate; (b) to finance transaction costs for the
FiberMark Acquisition, including, without limitation, fees, costs and expenses
incurred in connection with the Third Amendment in an amount not to exceed
$10,000,000; (c) to finance ongoing working capital needs of the Credit Parties
not otherwise prohibited herein; (d) for the issuance of Letters of Credit for
the account of the Credit Parties in accordance with and subject to the terms
of this Agreement; and (e) for general corporate purposes of the Credit Parties
in the ordinary course of business; provided, that no proceeds of any
Loan shall be used (w) for the purpose of purchasing or carrying directly or
indirectly any margin stock as defined in Regulation U (“Reg U”) of the
Board of Governors of the Federal Reserve System, (x) for the purpose of
reducing or retiring any Indebtedness which was originally incurred to purchase
or carry any such margin stock, (y) for any other purpose which would cause
such Loan to be a “purpose credit” within the meaning of Reg U and (z)
for any purpose which would 



 19
 









constitute a violation of Reg U or of Regulations T or X of the Board
of Governors of the Federal Reserve System or any successor regulation of any
thereof or of any other rule, statute or regulation governing margin stock from
time to time.


SECTION 16.  Amendment
to Section 6.10 of the Credit Agreement.  Upon the
effectiveness of this Amendment in accordance with Section 37 hereof,
Section 6.10 of the Credit Agreement is hereby deleted in its entirety and the
following new Section 6.10 is substituted in lieu thereof:


6.10         Borrowers;
Guarantors; Joinder Agreements. 
Promptly inform the Agent of the creation or acquisition of any
Subsidiary of any Credit Party after the Closing Date and, within thirty (30)
days after the written request of the Agent (or the Required Lenders in the
case of clause (b) below) delivered in accordance with Section 10.2
below, cause:


(a) each such Subsidiary (i) that is a Domestic Subsidiary to
become a Borrower by execution and delivery to the Agent, for the ratable
benefit of the Lender Parties, of a Joinder Agreement, and (ii) that is
not a Domestic Subsidiary (other than an Excluded Foreign Subsidiary) to become
a Guarantor by execution and delivery to the Agent, for the ratable benefit of
the Lender Parties, of a Guaranty and/or a Joinder Agreement, as applicable;


(b) a first priority perfected security interest to be granted to
the Agent (or the Canadian Collateral Agent, as applicable), for the ratable
benefit of the Lender Parties, in all of the Stock of such Subsidiary owned by
the Credit Parties or any of their other Subsidiaries if such newly acquired or
created Subsidiary is a Domestic Subsidiary or is treated, for U.S. federal tax
purposes, as an entity that is disregarded as an entity separate from its owner
within the meaning of Treas. Reg. § 301.7701-1, or if such newly acquired or
created Subsidiary is a foreign Subsidiary that is not disregarded as an entity
separate from its owner within the meaning of Treas. Reg. § 301.7701-1 (an “Excluded
Foreign Subsidiary”), then cause not more than sixty-five percent (65%) of
all issued and outstanding Stock of such Excluded Subsidiary to be pledged as
Collateral pursuant to the foregoing Stock pledge requirement;


(c) each such Subsidiary (other than an Excluded Foreign
Subsidiary) to grant to the Agent (or the Canadian Collateral Agent, as
applicable), for the ratable benefit of the Lender Parties, a security interest
(subject only to (i) Liens permitted under Section 7.2(e) as
to Receivables, Inventory and Permitted Investment Securities, and
(ii) Liens permitted under Section 7.2 as to all other
Collateral existing as of the date of acquisition by any Credit Party or any
other Subsidiary thereof of such newly acquired Subsidiary, if applicable) in
all accounts, inventory, equipment, furniture, fixtures, chattel paper, documents,
instruments, 



 20
 









general intangibles and other tangible and intangible personal Property
and all real Property owned at any time by such Subsidiary and all products and
proceeds thereof (subject to similar exceptions as set forth in the Security Documents);
and


(d) cause such Subsidiary to deliver to the Agent (or the Canadian
Collateral Agent, as applicable) such other Joinder Agreements, guaranties,
contribution and set-off agreements, security agreements, pledge agreements,
Tri-Party Agreements and other Loan Documents and such related certificates,
Uniform Commercial Code, PPSA (Ontario), PPSA (Nova Scotia) and other customary
lien search reports, legal opinions and other documents (including
Organizational Documents) as the Agent (or the Canadian Collateral Agent, as
applicable) may reasonably require, each in form and substance reasonably
satisfactory to the Agent (or the Canadian Collateral Agent, as applicable),
and to submit to a collateral audit conducted by an independent audit firm designated
by Agent (or the Canadian Collateral Agent, as applicable) and satisfactory to
the Agent (or the Canadian Collateral Agent, as applicable) in its reasonable
discretion;


provided, however, that any such Subsidiary
that is an Excluded Foreign Subsidiary shall not be required to become a
Guarantor or grant any Liens hereunder; provided, further, that
until such Subsidiary becomes a Guarantor or a Borrower pursuant to the terms
of this Agreement it shall not become a Credit Party.  To the extent reasonably feasible, all of the
foregoing requirements shall be affected by the execution and delivery of a
Joinder Agreement.


SECTION 17.  Amendment
to Section 6.15(a) of the Credit Agreement.  Upon the effectiveness of this
Amendment in accordance with Section 37 hereof, the first sentence of
clause (a) of Section 6.15 of the Credit Agreement is hereby deleted in its
entirety and the following new sentence is substituted in lieu thereof:


At all times after (i)
Availability is less than $30,000,000, or (ii) the occurrence of a Default or
an Event of Default (any such time, until the occurrence of a Dominion
Termination Event, a “Dominion Event”),
and until such time when Availability has exceeded $40,000,000 for sixty (60)
consecutive days and no Default or Event of Default is continuing (a “Dominion Termination Event”), the
Borrowers shall cause all payments received by any Borrowers or any of their
Subsidiaries (other than any Guarantor, except as provided below) on account of
Receivables of the Borrowers (whether in the form of cash, checks, notes,
drafts, bills of exchange, money orders or otherwise) to be promptly deposited
in the form received (but with any endorsements of the applicable Borrower or
Subsidiary necessary for deposit or collection, and if received in funds other
than U.S. dollars, with such arrangements for conversion to U.S. dollars as may
be acceptable to the Agent) into one or more Collection Accounts of the
Borrowers designated by the Agent.



 21
 









SECTION 18.  Amendment
to Section 7.1 of the Credit Agreement.  Upon the effectiveness of this
Amendment in accordance with Section 37 hereof, Section 7.1 of the
Credit Agreement shall be amended to:


(i)            delete clauses (f) and (g) thereof
in their entirety and insert the following new clauses (f) and (g) in lieu thereof:


(f)            (i) Indebtedness of any
Credit Party to any other Credit Party, and (ii) the Unpledged Inter-Company
Loans, but only to the extent that there are corresponding Pledged
Inter-Company Loans then outstanding with at least an equal aggregate outstanding
balance, provided, that, in case of both clause (i) and (ii), no such
Indebtedness may be cancelled, compromised or otherwise discounted in any
respect without the written consent of the Required Lenders;


(g)           Contingent Obligations of a
Credit Party with respect to (i) Indebtedness of another Credit Party that is
permitted hereunder or (ii) Indebtedness of an Offshore Entity that is
permitted under Section 7.20;


(ii)           to delete the word “and” at the end
of clause (l) of Section 7.1, to re-designate clause (m) of Section 7.1 as
clause (n) thereof, and to insert a new clause (m) which shall read in full as
follows:


(m)          Senior unsecured
Indebtedness, and/or senior subordinated unsecured Indebtedness, evidenced by
Additional Senior Notes, provided, that (i) the sum of the outstanding
principal amount of all Additional Senior Notes and the Senior Notes shall not
exceed $375,000,000, and (ii) upon the incurrence of any Additional Senior
Notes, the Fixed Charge Coverage Ratio for the Borrowers and their Subsidiaries
(after giving effect to the incurrence of the Additional Senior Notes) shall be
greater than 1.15 to 1.00 for the most recently completed four quarter period,
assuming that for purposes of calculating the Fixed Charge Coverage Ratio for
such period (calculated on a pro forma basis in a manner reasonably acceptable
to the Agent) such Indebtedness was incurred on the first day of such
applicable period; and


SECTION 19.  Amendment
to Section 7.2(i) of the Credit Agreement. Upon the effectiveness of this Amendment in accordance with Section
37 hereof, clause (i) of Section 7.2 of the Credit Agreement is hereby
deleted in its entirety and the following new clause (i) is substituted in lieu
thereof:


(i)            Liens in favor of any Credit Party
securing any Indebtedness permitted pursuant to Section 7.1(f)(i)
hereof;


SECTION 20.  Amendment
to Section 7.3 of the Credit Agreement.  Upon the FiberMark Acquisition
Effective Date, Section 7.3 of the Credit Agreement shall be amended to delete
the “and” at the end of clause (b) thereof, to delete the period “.” at the end
of clause (c) 



 22
 









thereof, by inserting “; and”
in lieu of such period and by inserting in Section 7.3 a new clause (d) which
shall read in full as follows:


(d)           The guarantees by any Credit
Party of Indebtedness created, incurred or existing pursuant to the terms of Section
7.20 hereof, provided, that, at all times any such guaranty is in
effect the maximum amount of such guaranteed Indebtedness shall be deemed to be
an Investment in an Offshore Entity on the date such guaranty is entered into,
and any such Investment must be permitted under Section 7.7 hereof
(whether through one or a combination of the clauses thereof so long as such
amounts aggregate to such maximum amount).


SECTION 21.  Amendment
to Section 7.4 of the Credit Agreement.  Upon the FiberMark Acquisition
Effective Date, Section 7.4 of the Credit Agreement shall be amended to delete
clauses (c) and (d) thereof in their entirety and insert in lieu thereof new
clauses (c) and (d) which shall read in full as follows:


(c)           (i) Sell, convey, lease, transfer or otherwise dispose of
all or any portion of the Property (except for the sale of Inventory in the
ordinary course of business) of any Credit Party, or agree to take any such
action, or (ii) permit any Offshore Entity to sell, convey, lease, transfer or
otherwise dispose of all or any substantial portion of the Property (except for
the sale of Inventory in the ordinary course of business) of such Offshore
Entity, or permit any Offshore Entity to agree to take any such action;


(d)           Sell, assign, pledge, transfer or otherwise dispose
of, or in any way part with control of, any Stock of any of its Subsidiaries or
of any Offshore Entity or any Indebtedness or obligations of any character of
any of its Subsidiaries or of any Offshore Entity, or permit any such
Subsidiary or Offshore Entity to do so with respect to any Stock of any other
subsidiary or any Indebtedness or obligations of any character of any Credit
Party, any of their Subsidiaries or any Offshore Entity, or permit any of their
Subsidiaries or any of the Offshore Entities to dissolve or liquidate, or to
issue any additional Stock other than to the Credit Parties or, solely with
respect to FiberMark’s subsidiaries, to FiberMark or one of its directly or
indirectly wholly owned subsidiaries;


SECTION 22.  Additional
Amendment to Section 7.4 of the Credit Agreement.  Upon
the effectiveness of this Amendment in accordance with Section 37
hereof, Section 7.4 of the Credit Agreement shall be amended to:


(i)            delete the word “and” at the end of
clause (viii) of Section 7.4(4) of the Credit Agreement, to re-designate clause
(ix) of Section 7.4(4) as clause (x) thereof, and to insert a new clause (ix)
which shall read in full as follows:



 23
 









(ix) sell, exchange, lease, transfer or
otherwise dispose (in each case for reasonably equivalent value) of Property of
any Credit Party acquired after the Third Amendment Effective Date (either
through direct asset purchase or as part of the acquisition of all or substantially
all of the Stock of another Person) having a fair market value not to exceed
$5,000,000 in the aggregate during any twelve month period;


(ii)           delete clause (6) of the proviso in
its entirety and insert in lieu thereof a new clause (6) and a new clause (7)
which shall read in full as follows:


(6)           the Credit Parties may purchase or otherwise
acquire all or a substantial portion of the assets of one or more Persons, or
any shares of Stock of, or similar interest in, any Person; provided,
that, (i) such transaction or series of transactions is not otherwise
prohibited hereunder, (ii) the Credit Parties comply with the requirements
hereof, including without limitation Sections 6.10 and 6.20, in
connection with such transaction or series of transactions, (iii) the aggregate purchase price (including merger
consideration, if applicable) paid by the Credit Parties in such
transaction or series of transactions does not exceed $80,000,000 in any twelve
month period or $150,000,000 in the aggregate, (iv) the Availability
immediately after giving effect to the completion of any such transaction and
any series of transactions shall not be less than $45,000,000 on a pro forma
basis (and the Borrowers shall provide the Agent with a pro forma calculation
in form and substance reasonably satisfactory to the Agent) which includes all
consideration given in connection with such transaction or series of
transactions as  having been paid in cash
at the time of the initial completion of any such transaction or series of transactions,
and (v) the Fixed Charge Coverage Ratio for the Borrowers and their
Subsidiaries (after giving effect to such transaction or series of
transactions) shall be greater than 1.15 to 1.00 for the most recently
completed four quarter period assuming that for purposes of calculating the
Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in
a manner acceptable to the Agent) such transaction or series of transactions
occurred on the first day of such applicable period; and


(7)           the Credit Parties shall be permitted to complete the FiberMark
Acquisition on or prior to December 31, 2006 substantially in accordance with
the FiberMark Purchase Agreement, as the same may be amended or otherwise
modified from time to time; provided, that, any amendment or other
modification to the FiberMark Purchase Agreement which are materially adverse
to the Agent and the Lenders, as determined by the Agent in its sole
discretion, shall require the prior written 



 24
 









consent of the Agent and
the Required Lenders; provided, further, that at the time of such
FiberMark Acquisition and as a condition precedent thereto, each condition set
forth on Exhibit D to the Third Amendment is satisfied (the date of completion
of such FiberMark Acquisition, including, without limitation, the satisfaction
of each condition precedent set forth on Exhibit D to the Third Amendment is
referred to herein as the “FiberMark
Acquisition Effective Date”. 
With respect to any proposed amendment, modification or waiver to the
FiberMark Purchase Agreement, the Parent shall notify and provide the Agent
with a copy of such proposed amendment, modification or waiver prior to its
execution and the Agent, acting alone, shall determine in its sole discretion
whether such proposed amendment, modification or waiver is materially adverse
to the Agent and the Lenders.


SECTION 23.  Amendment
to Section 7.5 of the Credit Agreement.  Upon the FiberMark Acquisition
Effective Date, Section 7.5 of the Credit Agreement shall be amended to read in
full as follows:


7.5           Nature of
Business.  Materially change the
nature of its business or enter into any business which is substantially
different from the business in which it is engaged as of the Third Amendment
Effective Date, except for entry into related businesses that do not in the
aggregate substantially change the overall composition of the Credit Parties’
or the Offshore Entities respective businesses.


SECTION 24.  Amendment
to Section 7.6 of the Credit Agreement.  Upon the effectiveness of this Amendment in accordance with Section 37
hereof, Section 7.6 of the Credit Agreement shall be amended to read in
full as follows:


7.6           Transactions with
Related Parties.  Except for any
Permitted Affiliate Transactions and other transactions specifically permitted
by Section 7.4 or 7.7, enter into any other transaction,
contract, license or agreement of any kind with any Affiliate, officer or
director of any Credit Party or any of their Subsidiaries, unless such
transaction, contract or agreement is made upon terms and conditions not less
favorable to the subject Credit Party(ies) than those which could have been
obtained from wholly independent and unrelated third parties.


SECTION 25.  Amendment
to Section 7.7 of the Credit Agreement.  Upon the effectiveness of this Amendment in accordance with Section 37
hereof, Section 7.7 of the Credit Agreement shall be amended by deleting
the “and” at the end of clause (g) thereof, by deleting clause (h) thereof in
its entirety and by substituting the following new clauses (h), (i), (j), (k)
and (l) in lieu thereof:


(h)           the FiberMark
Acquisition; provided, that such acquisition is made in accordance with Section
7.4;



 25















(i)            Pledged
Inter-Company Loans, but solely to the extent an Unpledged Inter-Company Loan
in an equal amount is made promptly thereafter and remains outstanding unless
reduced in connection with a substantially contemporaneous reduction of the
Pledged Inter-Company Loans;


(j)            guarantees by one
or more Credit Parties of Indebtedness of an Offshore Entity that is permitted
under Section 7.20 and for which Reserves equal to the amount of such
guaranteed Indebtedness have been established and are being maintained with
respect to Availability;


(k)           Investments in FinCo
related to the initial capitalization of FinCo in an amount not to exceed €
90,000; and


(l)            other loans,
advances or Investments not covered by clauses (a) through (k) above, in any
aggregate amount not to exceed $10,000,000 at any time outstanding.


SECTION 26.  Amendment
to Section 7.11(e) of the Credit Agreement.  Upon the effectiveness of this
Amendment in accordance with Section 37 hereof, Section 7.11 is hereby
amended by deleting clause (e) therefrom in its entirety and by substituting
the following new clause (e) in lieu thereof:


(e)           Redeem (whether as a
result of mandatory or optional redemption obligations or rights), purchase,
defease or retire for value, or make any principal payment on, any Subordinated
Indebtedness, prior to the Termination Date (other than any non-cash conversion
to equity and any principal payments on Indebtedness permitted under Section
7.1(f)); provided, that each principal payment made with respect to
an Unpledged Inter-Company Loan must substantially coincide with a principal
payment in the same amount under a Pledged Inter-Company Loan, such that, after
the initial advance on the Unpledged Inter-Company Loan, the outstanding
balance of the Pledged Inter-Company Loans and the Unpledged Inter-Company
Loans remain equal at all times (after giving effect to any such substantially
contemporaneous principal payment).


SECTION 27.  Amendment
to Section 7.12(a) of the Credit Agreement.  Upon the FiberMark Acquisition
Effective Date, Section 7.12(a) of the Credit Agreement shall be amended to
read in full as follows:


(a)           Permit the Fixed
Charge Coverage Ratio of the Borrowers and their Subsidiaries to be less than
1.1 to 1.0 as of the last day of any fiscal quarter for the four quarter period
ending on such day, such ratio to be tested with respect to the most recently
ended fiscal quarter on any date from time to time on which Availability falls
below $25,000,000, and on the last day of each fiscal quarter ending
thereafter, in each case until such 



 26
 









time when Availability has exceeded $40,000,000 for sixty (60)
consecutive days and no Default or Event of Default is continuing.


SECTION 28.  Amendment
to Section 7.16 of the Credit Agreement.  Upon the effectiveness of this
Amendment in accordance with Section 37 hereof, Section 7.16 is hereby
amended to read in full as follows:


7.16         Restrictive
Agreements.  Other than as provided
in this Agreement and the Senior Note Documents (and the Additional Senior Note
Documents to the extent the conditions and restrictions in the Additional
Senior Note Documents are no more restrictive than those restrictions and
conditions in the Senior Note Documents), directly or indirectly (a) agree to
restrict or condition (i) the payment of any dividends or other distributions
to any Credit Party; (ii) the payment of any Indebtedness owed to any Credit
Party; (iii) the making of any loans or advances to any Credit Party; or (iv)
the transfer of any of its properties or assets to any Credit Party, or (b) cause
any Offshore Entity to agree to restrict or condition the payment of any
dividends or other distributions to any Offshore Entity or to any Credit Party
to the extent such condition or restrictions would prohibit the distribution of
amounts necessary to pay the interest accruing on the Unpledged Inter-Company
Loans.


SECTION 29.  Amendment
to Section 7.18 of the Credit Agreement.  Upon the effectiveness of this
Amendment in accordance with Section 37 hereof, Section 7.18 is hereby
amended to read in full as follows:


7.18         Deposit Accounts.  (a) Establish
any additional deposit accounts for any purpose (i) which are not listed
on Schedule 5.29 (as updated from time to time pursuant to the
terms hereof) and (ii) unless such additional deposit accounts are Controlled
Accounts; provided, that the requirement set forth in the foregoing
clause (ii) shall be waived for a period of seven Business Days after the
FiberMark Acquisition Effective Date with respect to all deposit accounts
established solely by NP International or NP International HoldCo on or within
the seven Business Days period prior to the FiberMark Acquisition Effective
Date, (b) allow any of Parent’s foreign exchange accounts numbered
11190-065, 11190-221, and 11190-122, each with Bank of America, N.A., to remain
open or to be reopened, or to hold any funds of any Credit Party, unless such
foreign exchange accounts are covered by a Tri-Party Agreement containing
arrangements satisfactory to the Agent with respect to such accounts, or
(c) allow (1) the balance of Citibank account 30574566/CIGNA Omnibus
(referred to on Schedule 5.29 as in effect on the Closing Date) to
exceed $30,000 unless such account is subject to a Tri-Party Agreement, (2) the
aggregate balance of one or more new accounts established in the
ordinary course of business as part of the administration of employee benefits
or other corporate-related service matters and not  subject to a Tri-Party Agreement to exceed $100,000 or (3) allow any
account referred to as a “Disbursement/Pass-Through
Account” on Schedule 5.29
(as in effect on the Closing Date) to have a positive balance of funds of any
Credit Party 



 27
 









(except as specifically provided in such Schedule as in effect on the
Closing Date) unless such account is subject to a Tri-Party Agreement.


SECTION 30.  Addition
of New Section 7.20 to the Credit Agreement.  Upon the FiberMark Acquisition Effective
Date, the Credit Agreement is hereby amended by adding the following paragraph
thereto as a new Section 7.20 thereof:


7.20         Limitation on Indebtedness
of Offshore Entities.  Permit (a)
FinCo to create, incur, assume or suffer to exist Indebtedness other than the
Pledged Inter-Company Loans, and (b) the Offshore Entities (other than FinCo)
to create, incur, assume or suffer to exist Indebtedness in excess of
€30,000,000 at any time outstanding.


SECTION 31.  Amendment to Section 8.1 of the Credit
Agreement.  Upon the FiberMark Acquisition Effective
Date, Section 8.1 of the Credit Agreement shall be amended to


(i)            insert the phrase “or any Offshore Entity” immediately
following “Any Credit Party” in clause (b) of Section 8.1 of the Credit
Agreement.


(ii)           insert the phrase “or any Offshore Entity” immediately
following “any Credit Party” in clause (g) of Section 8.1 of the Credit
Agreement.


(iii)          insert
the phrase “or any Offshore Entity” immediately following “any of their
Subsidiaries” in clauses (o), (p), (q) and (r) of Section 8.1 of the Credit
Agreement.


SECTION 32.  Addition of New Section 10.28 to the Credit
Agreement.  Upon the effectiveness of this Amendment in
accordance with Section 37 hereof, the Credit Agreement is hereby
amended by adding the following paragraph thereto as a new Section 10.28
thereof:


Section 10.28         Confidentiality.  Each of the Agent, the Issuing Bank and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that information may be disclosed (a) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by law
or by any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to
an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of, or any prospective assignee of, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating
to the Credit Parties and their obligations, (g) with the consent of the
Borrowers or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to
the Agent, the Issuing Bank or any Lender on a nonconfidential basis 



 28
 









from a source other than the Borrowers.  For the purposes of this Section, “Information”
means all information received from the Credit Parties relating to any of the
Credit Parties, the Offshore Entities, their respective subsidiaries or their
respective businesses, other than any such information that is available to the
Agent, the Issuing Bank or any Lender on a non-confidential basis prior to
disclosure by the Borrowers; provided that,
in the case of information received from the Borrowers after the date hereof,
such information is clearly identified at the time of delivery as
confidential.  Any Person required to
maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information.


EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THIS SECTION
10.28 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE CREDIT PARTIES AND  THEIR RELATED PARTIES AND AFFILIATES, OR
THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL
NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.


ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS, CONSENTS AND
AMENDMENTS, FURNISHED BY THE CREDIT PARTIES, THE AGENT OR THEIR RESPECTIVE
RELATED PARTIES AND AFFILIATES, PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION ABOUT THE
CREDIT PARTIES AND THEIR RELATED PARTIES AND AFFILIATES OR THEIR RESPECTIVE
SECURITIES.  ACCORDINGLY, EACH LENDER
REPRESENTS TO THE CREDIT PARTIES AND THE AGENT THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT
MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE
PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


SECTION 33.  Amendment
to Schedule 1.1A of the Credit Agreement. 
Upon the effectiveness of this
Amendment in accordance with Section 37 hereof, Schedule 1.1A of the
Credit Agreement shall be deleted in its entirety and Schedule 1.1A
attached to this Amendment shall be substituted in lieu thereof.



 29
 









SECTION 34.  Amendment
to Schedule 5.8 of the Credit Agreement. 
Upon the effectiveness of this
Amendment in accordance with Section 37 hereof, Schedule 5.8 of the
Credit Agreement shall be deleted in its entirety and Schedule 5.8
attached to this Amendment shall be substituted in lieu thereof.


SECTION 35.  Limited
Waiver relating to Repayment of Canadian Inter-Company Loans.  In reliance on the representations,
warranties, covenants and agreements contained in this Amendment, but subject
to the satisfaction of each condition precedent set forth in Section 37 hereof, the Lenders hereby
agree as follows:


(a)           The Lenders hereby
waive any Events of Default resulting from the Credit Parties’ failure to
comply with the conditions set forth in Section 7.11(e) of the Credit Agreement
solely as a result of certain Credit Parties’ making principal payments on
Subordinated Indebtedness owing to one or more other Credit Parties prior to
the date hereof.


(b)           In addition to the other terms and conditions
set forth herein, the Borrowers acknowledge that (a) the limited waivers set
forth in this Section 32 are limited solely to the matters and
the time periods expressly set forth in this Section 32, and (b) nothing
contained herein shall obligate the Agent or any Lender to grant any waiver of
any other obligation of any Borrower under the Credit Agreement or any other
Loan Document or to grant any future waiver of Section 7.11 of the Credit
Agreement.


SECTION 36.  Representations
and Warranties.  To induce the other
parties hereto to enter into this Amendment, the Credit Parties represent and
warrant to the Agent and each of the other Lender Parties that, as of the
Effective Date (defined below):


(a)           after giving effect to
the provisions of this Amendment which are effective on the Third Amendment
Effective Date, the representations and warranties of the Credit Parties set
forth in Section 5 of the Credit Agreement are true and correct in all material
respects on and as of the Effective Date with the same effect as if made on and
as of the Effective Date, except to the extent such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct as of such earlier date,
and except for any change of facts expressly permitted under the provisions of
the Credit Agreement and the other Documents;


(b)           no Default has occurred
and is continuing under the Credit Agreement, after giving effect to this
Amendment; and


(c)           this Amendment has been
duly executed and delivered by the Credit Parties and the Credit Agreement, as
amended hereby, constitutes a legal, valid and binding obligation of the Credit
Parties, enforceable against the Credit Parties in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in
equity or at law.


SECTION 37.  Conditions
to Effectiveness of Amendment.  This Amendment shall become
effective as of the date (the “Effective Date”) on which each of the
following conditions has been satisfied:



 30
 









(a)           the Agent shall have
received counterparts of this Amendment that, when taken together, bear the
signatures of the Credit Parties and all the Lenders;


(b)           the Agent shall have
received payment for any and all fees owing in connection with this Amendment,
including the amendment fee in the aggregate amount of $165,000 for all such
Lenders, which amendment fee shall be divided on a pro rata basis among such
Lenders by Agent based on each Lender’s Commitment Percentage (after giving
effect to the amendments set forth in this Amendment, including the increase of
the Total Commitment).


(c)           to the extent invoiced,
the Lenders, the Agent and the Book-Runner shall have received payment or
reimbursement of their out-of-pocket expenses in connection with this Amendment
and any other out-of-pocket expenses of the Lenders, the Agent or the
Book-Runner required to be paid or reimbursed pursuant to the Credit Agreement,
including the reasonable fees, charges and disbursements of counsel for the
Agent;


(d)           the Borrowers shall
have delivered to the Agent such certificates of authorized officers of the
Borrowers and the Guarantors, certificates of Governmental Authorities,
certified copies of the certificates of incorporation, formation, bylaws and
operating agreements, as applicable, of the Borrowers and the Guarantors (or
certified confirmation that no amendments, modifications or revisions have been
to those previously certifies and delivered to the Agent, as applicable),
certified copies of resolutions of the directors, managers or members, as
applicable of the Borrowers and the Guarantors and such other documents,
instruments and agreements as the Agent shall require to evidence the valid
corporate existence and authority to conduct business of the Borrowers and the
Guarantors and the due authorization, execution and delivery of this Amendment
any other documents related to this Amendment and any other legal maters
relating to the Borrowers, the Guarantors, any Subsidiary or the other Loan
Documents by the Borrowers and/or the Guarantors, all in a form and substance
reasonable satisfactory to the Agent and its counsel;


(e)           the Borrowers shall
have delivered to the Agent a favorable opinion of Powell Goldstein LLP,
counsel to the Borrowers and the Guarantors dated as of the Effective Date,
addressed to the Agent and the Lenders and covering such matters in connection
with the foregoing as the Agent or the Lenders may reasonably request, in a
form and substance reasonable satisfactory to the Agent and its counsel;


(f)            the Borrowers shall
have delivered to the Agent new duly completed and executed Revolving Credit
Notes dated as the Effective Date for each Lender who has increased its
Commitment pursuant to this Amendment, and in each case payable to the order of
such Lender;


(g)           the Borrowers shall
have delivered to the Agent security
documents and other legal documentation related to the pledge of 65% of the
issued and outstanding equity interests of FinCo and the Pledged Inter-Company
Loans and each Pledged Inter-Company Note, each of which shall be in form and
substance satisfactory to the Agent and its counsel;


(h)           the Agent shall
have received and be satisfied with asset appraisals (inventory, equipment and
the Timberland Properties) of certain assets to be specified by the 



 31
 









Agent from
appraisers satisfactory to the Agent; provided, that, such appraisers shall be
engaged directly by the Agent and shall have no direct or indirect interest,
financial or otherwise, in the Property or the transaction; and


(i)            the Borrowers shall
have delivered to the Agent such other documents, instruments and agreements as
the Agent may reasonably request in connection with the purposes of this
Amendment, all in form and substance reasonably satisfactory to the Agent and
its counsel.


SECTION 38.  Effect
of Amendment.  Except as expressly
set forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, amend, or otherwise affect the rights and
remedies of the Agent or the other Lender Parties under the Credit Agreement or
any other Loan Document and shall not alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in
the Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.  This Amendment shall apply and be effective
with respect only to the matters expressly referred to herein, and nothing herein
shall be deemed to entitle the Borrower to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances.  This Amendment shall constitute a “Loan
Document” for all purposes of the Credit Agreement.


SECTION 39.  APPLICABLE LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


SECTION 40.  Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original but all of
which when taken together shall constitute but one and the same instrument.  Delivery of an executed signature page of
this Amendment by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.


SECTION 41.  Costs
and Expenses.  The Borrowers agree to
reimburse the Agent for its reasonable out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements
of counsel for the Agent actually incurred.


SECTION 42.  Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


SECTION 43.  Severability.  Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.


SECTION 44.  No
Party Deemed Drafter.  Each of the
parties hereto agrees that no party hereto shall be deemed to be the drafter of
this Amendment.



 32
 









SECTION 45.  Ratification
of Guaranty.  Each Guarantor hereby consents to this Amendment and hereby
confirms and agrees that (a) notwithstanding the effectiveness of this
Amendment, the Guaranty is, and shall continue to be, in full force and effect
and is hereby ratified and confirmed in all respects, except that, on and after
the effectiveness of this Amendment, each reference in the Guaranty to the “Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended by this Amendment, and (b) the Loan Documents to
which it is a party and all of the Collateral described therein do, and shall
continue to, secure the payment of all of the Obligations secured thereby.


SECTION 46.  FinCo Letter Agreement.  Upon the effectiveness of this Amendment in
accordance with Section 37 hereof, that certain letter agreement dated
September 14, 2006 among the Borrowers, the Guarantor, the Agent and the
Lenders and pursuant to which the Lenders consented to the creation of FinCo
and limited the investments and activities of FinCo shall be terminated.


[SIGNATURE PAGES FOLLOW]



 33















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


	
  

  	
   

  	
  NEENAH PAPER, INC.,

  
	
   

  	
   

  	
  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


 


	
  

  	
   

  	
  NEENAH PAPER MICHIGAN, INC.,

  
	
   

  	
   

  	
  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


 


	
  

  	
   

  	
  NEENAH PAPER SALES, INC.,

  
	
   

  	
   

  	
  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


 


	
  

  	
   

  	
  NPCC HOLDING COMPANY, LLC,

  
	
   

  	
   

  	
  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Neenah
  Paper, Inc., as its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 













 




	
  

  	
   

  	
  NEENAH PAPER INTERNATIONAL HOLDING 

  
	
   

  	
   

  	
  COMPANY, LLC,

  
	
   

  	
   

  	
  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Neenah
  Paper, Inc., as its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					






 


 


	
  

  	
   

  	
  NEENAH PAPER COMPANY OF CANADA,

  
	
   

  	
   

  	
  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 













 


	
  

  	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
   

  	
  individually and as Agent,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jeff A. Tompkins

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


 


	
  

  	
   

  	
  J.P. MORGAN SECURITIES INC.,

  
	
   

  	
   

  	
  as Book-Runner,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 













 


	
  

  	
   

  	
  SIGNATURE PAGE TO THIRD AMENDMENT DATED

  AS OF OCTOBER 3, 2006 TO THE NEENAH PAPER

  CREDIT AGREEMENT DATED AS OF NOVEMBER

  30, 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To approve this Amendment:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of

  Institution: WELLS FARGO FOOTHILL, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 













 


	
  

  	
   

  	
  SIGNATURE PAGE TO THIRD AMENDMENT DATED

  AS OF OCTOBER 3, 2006 TO THE NEENAH PAPER

  CREDIT AGREEMENT DATED AS OF NOVEMBER

  30, 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To approve this Amendment:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of

  Institution: BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 













 


	
  

  	
   

  	
  SIGNATURE PAGE TO THIRD AMENDMENT DATED

  AS OF OCTOBER 3, 2006 TO THE NEENAH PAPER

  CREDIT AGREEMENT DATED AS OF NOVEMBER

  30, 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To approve this Amendment:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of

  Institution: THE CIT GROUP/BUSINESS CREDIT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 













 


	
  

  	
   

  	
  SIGNATURE PAGE TO THIRD AMENDMENT DATED

  AS OF OCTOBER 3, 2006 TO THE NEENAH PAPER

  CREDIT AGREEMENT DATED AS OF NOVEMBER

  30, 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To approve this Amendment:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of

  
	
   

  	
   

  	
  Institution: 

  	
  CITIZENS BUSINESS CREDIT, a Division of 

  
	
   

  	
   

  	
   

  	
  Citizens Leasing Corporation, a Rhode Island 

  
	
   

  	
   

  	
   

  	
  Corporation, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 













 


	
  

  	
   

  	
  SIGNATURE PAGE TO THIRD AMENDMENT DATED

  AS OF OCTOBER 3, 2006 TO THE NEENAH PAPER

  CREDIT AGREEMENT DATED AS OF NOVEMBER

  30, 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To approve this Amendment:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of

  Institution:  UBS AG, STAMFORD BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
					



 













 


	
  

  	
   

  	
  SIGNATURE PAGE TO THIRD AMENDMENT DATED

  AS OF OCTOBER 3, 2006 TO THE NEENAH PAPER

  CREDIT AGREEMENT DATED AS OF NOVEMBER

  30, 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To approve this Amendment:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of

  
	
   

  	
   

  	
  Institution: 

  	
  GOLDMAN SACHS CREDIT PARTNERS 

  
	
   

  	
   

  	
   

  	
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title: