Exhibit
10.17


Execution
Version


FOURTH AMENDMENT, dated
as of February 28, 2007 (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 19
hereof, Section 1.1 of the Credit Agreement is hereby amended as follows:


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


(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(m) or Section 7.1(c), 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 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, plus (F) the Fox Paper
Initial Cash Restructuring Charges, to (ii) the sum of (A) cash Interest
Expense, plus  



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(B) Scheduled
Principal Payments, plus (C) Cash Dividends, plus (D) the Terrace
Bay Excess Cash Closure Costs.


(b)           by deleting the word “and” at the end
clause (l) of the definition of “Net Income”, and inserting a new clause
(n) which shall read in full as follows:


; and (n) with
respect to the Credit Parties, any non-cash non-recurring charges or other
non-cash costs, expenses or liabilities (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 (b)) incurred during the eight (8)
fiscal quarters commencing with and including the fiscal quarter in which the
Fox Paper Merger Effective Date occurs related to the restructuring, closure or
Disposition of Fox PP&E acquired on the Fox Merger Effective Date as part
of the Fox Merger.


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


As of the Fourth
Amendment Effective Date, the Total Commitment is $180,000,000.


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


Fourth Amendment
shall mean that certain Fourth Amendment dated as of February 28, 2007 by
and among the Borrowers, the Guarantors, the Agent and the Lenders pursuant to
which the Agreement was amended.


Fourth Amendment
Effective Date shall mean February 28, 2007.


Fox
shall mean Fox Valley Corporation, a Delaware corporation, which, subject to
delivery of notices required under the Loan Documents, will change its name
within 120 days after the Fox Merger Effective Date to “Neenah Paper FVC, Inc.”.


Fox Merger
shall mean the merger of NP MergeCo with and into Fox pursuant to the Fox
Merger Agreement.


Fox Merger
Effective Date shall mean the date on which the Fox Merger is
consummated pursuant to the Fox Merger Agreement.


Fox Merger
Agreement shall mean that certain Agreement and Plan of
Merger dated as of February 5, 2007, by and between the Parent, Fox and the Fox
Subsidiaries, as the same may be amended from time to time.


Fox Paper Initial
Cash Restructuring Charges shall mean the first $4,000,000.00
of non-recurring cash charges, costs, liabilities and expenses payable in cash
and incurred following the Fox Merger Effective Date with



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respect to the
restructuring of operations of Fox and the Fox Subsidiaries, provided, that (a)
such amounts, if any, must be incurred during the period of five (5) fiscal
quarters commencing with and including the fiscal quarter in which the Fox
Paper Merger Effective Date occurs, and (b) such amounts are deducted as an
expense in the calculation of Net Income and not otherwise added back in the
calculation of EBITDA.


Fox PP&E
shall mean (a) the Fox Real Property, (b) all Equipment and fixtures owned or
leased by Fox and the Fox Subsidiaries together with all accessions thereto and
substitutions and replacements thereof and all spare parts used or useful for
the maintenance or operation thereof (whether or not such spare parts would be
classified as “inventory” under the UCC), and (c) all proceeds of the Property
described in (a) and (b) preceding.


Fox PP&E
Financing Documents shall mean documents, instruments and agreements
entered into by any Credit Party with or in favor of any financing source
providing Indebtedness permitted pursuant to Section 7.1(n) or any
permitted refinancing thereof.


Fox Real Property
means all real Property and interests in real Property owned or leased by Fox
or any Fox Subsidiary on the Fox Merger Effective Date, including, without
limitation, the Real Property described in Exhibits A to the Fourth Amendment,
together with all improvements thereon whether existing on the date hereof of thereafter
constructed.


Fox Subsidiaries
shall mean (a) Fox River Paper Company, LLC, a Delaware limited liability
company, which, subject to delivery of notices required under the Loan
Documents, will change its name within 120 days after the Fox Merger Effective
Date to “Neenah Paper FR, LLC”, and (b) AF/CPS Holding Corporation, a Delaware
corporation, collectively.  AF/CPS
Holding Corporation shall be merged with and into Fox on or about the Fox
Merger Effective Date, with Fox being the surviving corporation.


NP MergeCo
shall mean Neenah Paper Bevo, Inc., a Delaware corporation and a wholly owned
Subsidiary of the Parent.


SECTION 2.  Amendment
to Section 5.17 of the Credit Agreement.  Upon the Fox Merger Effective
Date (provided that this Amendment has become effective in
accordance with Section 19 hereof), Section 5.17 of the Credit Agreement is hereby
amended as follows:


(a)           by
deleting the word “Each” at the beginning of clause (b) of
Section 5.17 of the Credit Agreement, and by substituting in lieu thereof
the phrase “Except as described in Schedule 5.17(b), each”;


(b)           by
inserting the phrase “except as described in Schedule 5.17(c)(ii),” at the
end of clause (c)(ii) of Section 5.17 of the Credit Agreement; and



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(c)           by deleting the word “No” at the
beginning of clause (e) of Section 5.17 of the Credit Agreement, and by
substituting in lieu thereof the phrase “Except as described in
Schedule 5.17(e), no”.


SECTION 3.  Amendment
to Section 6.1 of the Credit Agreement.  Upon the
effectiveness of this Amendment in accordance with Section 19 hereof,
Section 6.1 of the Credit Agreement is hereby amended by adding the following
text at the end of such Section:


Notwithstanding
the foregoing provisions of this Section 6.1, the Credit Parties shall not be
required to comply with the requirements of clauses (a), (b) or (d) of this
Section 6.1 with respect to any Properties (whether or not Mortgaged
Properties) (i) at which operations shall have been permanently discontinued
and (ii) to the extent the Board of Directors of the Parent shall have
determined that the preservation and maintenance of such Properties and the
rights, licenses and permits related to such Properties, as applicable, are no
longer desirable in the conduct of the business of the Credit Parties and their
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Lenders, or that the preservation or maintenance
thereof is not necessary in connection with any transaction permitted under the
Loan Documents. With respect to any Properties at which operations are
permanently discontinued, the Credit Parties will take customary and prudent
steps to secure such Properties from unauthorized Persons and to make or cause
to be made repairs and replacements necessary to prevent the development of
hazardous safety conditions at such Properties.


SECTION 4.  Amendment to Section 6.3 of the
Credit Agreement.  Upon the
effectiveness of this Amendment in accordance with Section 19 hereof:


(a)           clause
(c) of Section 6.3 of the Credit Agreement 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 and February, 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 Fox Merger Effective Date shall be due as soon as available and
in any event within sixty (60) days after the end of such calendar months;


(b)           clause
(i) of Section 6.3 of the Credit Agreement 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



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calculation of the
Indenture 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 through May, 2007, 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;


SECTION 5.  Amendment to Section 6.7 of the
Credit Agreement.  Upon the
effectiveness of this Amendment in accordance with Section 19 hereof,
the proviso at the end of clause (b) of Section 6.7 of the Credit Agreement
is hereby deleted in its entirety, and the following new proviso is substituted
in lieu thereof:


provided,
further, that from and after the permanent cessation of operations at
any of their facilities (whether or not they are Mortgaged Properties) in accordance
with Section 6.1, the Credit Parties will not be required to maintain
property insurance with respect to the fixed assets comprising such facility
unless such facilities are located on Eligible Real Property used in the
computation of the Borrowing Base or such insurance is required by law, as
determined by the Agent (the Credit Parties agreeing to provide not less than 5
Business Days’ advance notice to Administrative Agent prior to the effective
date of any cancellation or non-renewal of such insurance).


SECTION 6.  Amendment to Section 6.9 of the
Credit Agreement.  Upon the
effectiveness of this Amendment in accordance with Section 19 hereof,
clause (e) of Section 6.9 of the Credit Agreement is hereby deleted in its
entirety and the following new clause (e) is substituted in lieu thereof:


(e) for general
corporate purposes of the Credit Parties in the ordinary course of business and
to finance acquisitions permitted under Section 7.4;


SECTION 7.  Amendment to Section 6.13 of the
Credit Agreement.  Upon the Fox
Merger Effective Date (provided that this Amendment has become effective in accordance
with Section 19 hereof), Section 6.13 of the Credit Agreement is hereby
deleted in its entirety and the following new Section 6.13 is substituted
in lieu thereof:


6.13         End of Fiscal Year.  Cause each of its fiscal years and the fiscal
years of each of its Subsidiaries to end on December 31st of the applicable year; provided, however,
that the fiscal year end of the Fox Subsidiaries shall be March 31st as
of the Fox Merger Effective Date and may remain as such until December 30,
2007, so long as by December 31, 2007, the fiscal year end of the Fox
Subsidiaries shall be permanently changed to December 31st of
each year.


SECTION 8.  Amendment
to Section 6.10(c) of the Credit Agreement.  Upon the Fox
Merger Effective Date (provided that this Amendment has become effective in accordance
with Section 19 hereof), clause (c) of Section 6.10 of the Credit
Agreement is hereby deleted in its entirety and the following new clause (c) is
substituted in lieu thereof:



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(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, 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), provided, that the Fox
PP&E shall be excluded from the requirements of this clause (c)(ii) to the
extent the Credit Parties incur Indebtedness secured by the Fox PP&E
permitted in accordance with Section 7.1(n), within ninety (90) days
after the Fox Merger Effective Date (or such longer period as the Agent may
agree to in writing in its sole discretion); and


SECTION 9.  Amendment
to Section 6.15 of the Credit Agreement.  Upon the Fox Merger Effective
Date (provided that this Amendment has become effective in
accordance with Section 19 hereof), Section 6.15 of the Credit Agreement is hereby
amended to add a new clause (c) thereto which shall read in full as follows:


(c)           Notwithstanding anything contained in
clauses (a) or (b) of this Section 6.15, so long as any Indebtedness
permitted pursuant to Section 7.1(n) remains outstanding (including any
permitted refinancing thereof), such clauses (a) and (b) shall not apply to any
Receivables arising from the sale or other disposition of the Fox PP&E or
any cash proceeds thereof.


SECTION 10.  Amendment
to Section 6.20(b) of the Credit Agreement.  Upon the effectiveness of this
Amendment in accordance with Section 19 hereof, the introductory
paragraph of clause (b) of Section 6.20 of the Credit Agreement is hereby
deleted in its entirety and the following new introductory paragraph is
substituted in lieu thereof:


From and after the Closing
Date, in the event that (i) any Credit Party acquires any Material Leasehold
Property or any fee interest in any Real Property Asset, or (ii) at the time
any Person becomes a Subsidiary (other than a Subsidiary that is not required
to become a Borrower or Guarantor), such Person owns or holds any fee interest
in any Real Property Asset, excluding (1) any such Real Property Asset the
encumbering of which requires the consent of any then-existing senior
lienholder, where the Credit Parties are unable to obtain such senior
lienholder’s consent and (2) the Fox Real Property provided, that the Fox
Real Property shall only be excluded from the requirements of this Section
6.20(b)  to the extent the Credit Parties incur Indebtedness secured
by the Fox PP&E permitted in accordance with Section 7.1(n) (any such
non-excluded Real Property Asset described in the foregoing clause (i) or (ii)
being an “Additional Mortgaged Property”), such Credit Party shall
deliver to the Agent (or the Canadian Collateral Agent, as applicable), as soon
as reasonably practicable after



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such Person acquires such Additional Mortgaged
Property, the following (subject to Section 6.20(c)):


SECTION 11.  Amendment
to Section 7.1 of the Credit Agreement.  Upon the Fox Merger Effective
Date (provided that this
Amendment has become effective in accordance with Section 19 hereof), Section 7.1 of the Credit Agreement shall be
amended to:


(a)           delete clause (j) of Section 7.1 of the Credit Agreement and
inserting the following in lieu thereof


(j)            Refinancing
Indebtedness, to the extent the same relates to any Indebtedness permitted by Sections
7.1(c), 7.1(d) and 7.1(n) hereof;


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


(n)           Indebtedness secured by Liens on the
Fox PP&E permitted pursuant to Section 7.2(r), provided,
that (i) such Indebtedness is not incurred prior to, or more than ninety (90)
days (or such longer period as the Agent may agree to in writing in its sole
discretion) after, the Fox Merger Effective Date, (ii) such Indebtedness
does not exceed $30,000,000, and (iii) such Indebtedness is (1) in
the form of a term loan, and (2) not secured by any assets of any Loan
Party other than the Fox PP&E; and


SECTION 12.  Amendment
to Section 7.2 of the Credit Agreement. Upon the Fox Merger Effective Date (provided that this
Amendment has become effective in accordance with Section 19 hereof), Section 7.2 of
the Credit Agreement shall be amended to delete the word “and” at the
end of clause (p) of Section 7.2 of the Credit Agreement, to delete the period
at the end of clause (q) thereof and insert in place thereof “; and”, and to
insert a new clause (r) which shall read in full as follows:


(r)            Liens
upon the Fox PP&E to secure Indebtedness permitted pursuant to Section 7.1(n)
hereof; provided, that such Liens shall not attach to any Property other
than the Fox PP&E; and


SECTION 13.  Amendment
to Section 7.4 of the Credit Agreement.  Upon the Fox Merger Effective
Date (provided that this Amendment has become effective in
accordance with Section 19 hereof), Section 7.4 of the Credit Agreement is
hereby deleted in its entirety and the following new Section 7.4 is
substituted in lieu thereof:


7.4           Mergers, Consolidations and Dispositions and
Acquisitions of Assets.  In any
single transaction or series of related transactions, directly or indirectly:


(a)           Wind
up its affairs, liquidate or dissolve;


(b)           Be
a party to any merger or consolidation;



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(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;


(e)           Take
any board of director or shareholder action with a view toward dissolution,
liquidation or termination; or


(f)            Purchase
or otherwise acquire, directly or indirectly, in a single transaction or a
series of related transactions, all or a substantial portion of the assets of
any Person or any shares of Stock of, or similar interest in, any Person;


provided, however  that
notwithstanding the foregoing, any of the following described actions may be
undertaken, so long as no Default or Event of Default then exists or would
exist immediately after giving effect to the applicable event:


(1)           any
Subsidiary of any Credit Party may merge or consolidate with any Credit Party
or any other Subsidiary of any Credit Party, provided, that if
(i) one or more of the entities so merging or consolidating was a
Borrower, and if the surviving entity is not yet a Borrower, such surviving entity
must be a wholly-owned Domestic Subsidiary and such surviving entity shall
simultaneously with such merger, execute and deliver to the Agent a Joinder
Agreement with respect to this Agreement, together with all requested Security
Documents, as required at such time by the Agent, appropriately completed in
Proper Form, and (ii) one or more of the entities so merging or
consolidating was a Guarantor (and so long as none of the entities was a
Borrower, in which event clause (A) shall apply), and if the surviving entity
is not yet a Guarantor, such surviving entity must be a wholly-owned Canadian
Subsidiary and such surviving entity shall simultaneously with such merger,
execute and deliver to the Agent a Guaranty or a Joinder Agreement, together
with all requested Security Documents, as required at



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such time by the Agent, appropriately completed in Proper Form, provided,
further, that notwithstanding anything set forth in this clause
(1) above, from and for a period of 90 days after the Fox Merger Effective Date
(or such longer period as the Agent may require in writing in its sole
discretion in connection with the extension of the 90 day period set forth in Section
7.1(n)) and thereafter so long as Indebtedness secured by the Fox PP&E
permitted pursuant to Section 7.1(n) (including any permitted
refinancing thereof) is outstanding, except for the Fox Merger, neither Fox nor
the Fox Subsidiaries may merge or consolidate with any Credit Party or any
other Subsidiary of any Credit Party (other than with Fox or a Fox Subsidiary);


(2)           any of the Credit Parties’
Subsidiaries may sell, lease, transfer or otherwise dispose of any of its
assets to a Credit Party or any other wholly-owned Subsidiary of the Borrower, provided,
that if (i) the entity selling, leasing, transferring or otherwise
disposing of its assets is a Borrower, and if the entity to whom the sale,
lease, transfer or other disposition was made is not a Borrower, such entity
must be a wholly-owned Domestic Subsidiary and such entity shall simultaneously
with such lease, transfer or disposition, execute and deliver to the Agent a
Joinder Agreement, together with all requested Security Documents, as required
at such time by the Agent, appropriately completed in Proper Form, and
(ii) the entity selling, leasing, transferring or otherwise disposing of
its assets is a Guarantor, and if the entity to whom the sale, lease, transfer
or other disposition was made is not a Borrower or a Guarantor, such entity
must be a wholly-owned Canadian Subsidiary and such entity shall simultaneously
with such lease, transfer or disposition, execute and deliver to the Agent a
Guaranty or a Joinder Agreement, together with all requested Security
Documents, as required at such time by the Agent, appropriately completed in
Proper Form, provided, further, that notwithstanding
anything set forth in this clause (2) above, from and for a period of 90 days
after the Fox Merger Effective Date (or such longer period as the Agent may
require in writing in its sole discretion in connection with the extension of
the 90 day period set forth in 

Section 7.1(n)) and thereafter so long as Indebtedness secured by the
Fox PP&E permitted pursuant to Section 7.1(n) (including any
permitted refinancing thereof) is outstanding, (A) the Credit Parties (other
than Fox and the Fox Subsidiaries) may not sell, exchange, lease (other than an
inter-company lease to Fox or a Fox Subsidiary in Proper Form), transfer or
otherwise dispose of any Equipment or fixtures to Fox or the Fox Subsidiaries,
and (B) neither Fox nor the Fox Subsidiaries may sell, exchange, lease (other
than an inter-company lease to a Credit Party in Proper Form), transfer or
otherwise dispose of any Equipment or fixtures to any Credit Party or any other
Subsidiary of any Credit Party (other than to Fox or a Fox Subsidiary);



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(3)           any
Subsidiary may be dissolved or liquidated, so long as such dissolution or
liquidation results in all assets of such Subsidiary being owned by a Credit
Party or a wholly-owned Subsidiary; provided, that if
(i) the entity dissolving or liquidating is a Borrower, and if the entity
to whom all assets of such dissolving or liquidating entity are transferred is
not yet a Borrower, such entity must be a wholly-owned Domestic Subsidiary and
such entity shall simultaneously with such transfer execute and deliver to the
Agent a Joinder Agreement, together with all requested Security Documents, as
required at such time by the Agent, appropriately completed in Proper Form, and
(ii) the entity dissolving or liquidating is a Guarantor, and if the
entity to whom all assets of such dissolving or liquidating entity are
transferred is not yet a Borrower or a Guarantor, such entity must be a
wholly-owned Canadian Subsidiary and such entity shall simultaneously with such
transfer execute and deliver to the Agent a Guaranty or a Joinder Agreement,
together with all requested Security Documents, as required at such time by the
Agent, appropriately completed in Proper Form, provided, further,
that notwithstanding anything set forth in this clause (3) above, from
and for a period of 90 days after the Fox Merger Effective Date (or such longer
period as the Agent may require in writing in its sole discretion in connection
with the extension of the 90 day period set forth in Section 7.1(n)) and
thereafter so long as Indebtedness secured by the Fox PP&E permitted
pursuant to Section 7.1(n) (including any permitted refinancing thereof)
is outstanding, Fox may not be dissolved or liquidated during such period;


(4)           any
of the Credit Parties may (i) sell Inventory in the ordinary course of
business, (ii) sell, exchange or otherwise dispose of Permitted Investment
Securities in the ordinary course of business; (iii) terminate, surrender
or sublease a lease of real Property in the ordinary course of business;
(iv) sell equipment and fixtures that are obsolete, worn out or no longer
needed in the business of the Credit Parties; (v) sell the Offered
Timberland Properties for an aggregate amount of not less than $75,000,000 in
cash consideration in a single or related series of transactions occurring
substantially simultaneously on or prior to July 31, 2006; (vi) sell,
exchange, lease, transfer or otherwise dispose of, in one or more transactions,
the Property comprising, located at or used solely in connection with the
Terrace Bay facility, as well as any or all of the apartment buildings, golf
courses and other real property or personal property owned by Neenah Paper
Company of Canada in or near Terrace Bay, Ontario (in each case for fair market
value, giving due consideration to any diminution in value that may result from
the closure of the Terrace Bay facility); (vii) terminate, assign or
subcontract the rights and obligations of Parent relating solely to the Terrace
Bay facility under the Pulp Supply Agreement (provided  that the
rights and obligations retained shall not be less favorable in any material
respect to the Credit Parties than the rights and obligations which have
historically benefited



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and been satisfied by the operations of the Credit Parties other than
the operations of such Terrace Bay facility); (viii) sell, exchange,
lease, transfer or otherwise dispose of (in each case for reasonably equivalent
value) Timberland Properties in the Province of Nova Scotia, other than the
Offered Timberland Properties and/or other real Property, (wherever located)
having a fair market value not to exceed the sum of (1) $2,000,000 for all
such transactions in the aggregate in any calendar year; plus
(2) the excess (if any) of $2,000,000 over the amount of dispositions
pursuant to this clause (viii) consummated in the immediately preceding
calendar year; (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; (x) so long as Indebtedness secured
by the Fox PP&E permitted pursuant to Section 7.1(n) (including any
permitted refinancing thereof) is outstanding, sell, exchange, lease, transfer
or otherwise dispose of Fox PP&E to the extent permitted under the Fox
PP&E Financing Documents provided, that the net proceeds thereof are
applied to the retirement, redemption or repayment of such Indebtedness in
accordance with the terms of the Fox PP&E Financing Documents; (xi) at any
time there is no Indebtedness secured by the Fox PP&E outstanding, sell for
fair and adequate consideration any Real Property Asset comprising the Fox Real
Estate (1) on which the facilities located on such Real Property Asset have
permanently ceased operations, and (2) which 
is no longer needed in the business of the Credit Parties; and
(xii) sell for fair and adequate consideration any other equipment and
fixtures having a fair market value not to exceed $1,000,000 in the aggregate
during the period from the Closing Date through the Termination Date; provided
that, upon the occurrence and during the continuation of a Dominion
Event, all net proceeds of any and all of the foregoing shall be paid to the
Agent for application to outstanding Loans or other Obligations, to the extent
then outstanding;


(5)           (i) to the extent any Collateral is
sold or otherwise permanently disposed of as permitted by this Section 7.4,
such Collateral shall be sold or otherwise disposed of free and clear of the
Liens of the Security Documents and the Agent (or the Canadian Collateral
Agent, as applicable) shall take such actions, including executing and filing
appropriate releases, as are appropriate in connection therewith, and no
approval of any of Lenders shall be required therefor, and (ii) to the extent
any Collateral is leased as permitted by this Section 7.4, the
Parent or the applicable Credit Party may request that the Agent (or the
Canadian Collateral Agent, as applicable) enter into a subordination,
non-disturbance and attornment agreement in form and substance acceptable to



 11
 









the related lessee and to the Agent or the Canadian
Collateral Agent, as applicable (and no approval of any of the Lenders shall be
required therefor) and the Agent or the Canadian Collateral Agent may require
the delivery of Security Documents, including without limitation, a collateral
assignment of lease, in form and substance reasonably acceptable to it; and


(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 6.19 and Section 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 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



 12
 









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 14.  Amendment
to Section 7.16 of the Credit Agreement.  Upon the Fox Merger Effective
Date (provided that this Amendment has become effective in
accordance with Section 19 hereof), Section 7.16 of the Credit Agreement is
hereby deleted in its entirety and the following new Section 7.16 is
substituted in lieu thereof:


7.16         Restrictive Agreements.  Other than as provided in this
Agreement, the Senior Note Documents, the Additional Senior Note Documents (but
only 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) and the Fox PP&E Financing Documents
(provided that any conditions and restrictions in the Fox PP&E Financing
Documents relate solely to the Fox PP&E and do not relate to assets or
properties of Fox or the Fox Subsidiaries, other than the Fox PP&E),
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 15.  Amendment
to Section 7.18 of the Credit Agreement. 
Upon the Fox Merger Effective Date (provided that this Amendment has become effective in accordance
with Section 19 hereof), clause (ii) of Section 7.18(a) of the Credit
Agreement is hereby deleted in its entirety and the following new clause (ii)
is substituted in lieu thereof:


(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 30 days (or such longer period as the Agent may agree to in
writing in its sole discretion) after the Fox Merger Effective Date with respect to all deposit accounts owned or
established solely by Fox and the Fox Subsidiaries on or before the Fox Merger
Effective Date;


SECTION 16.  Other
Agreements and Amendment to Schedule 1.1A of the Credit Agreement.  Upon the effectiveness of this Amendment in accordance with Section 19
hereof, (a) the Total Commitment is increased by the amount of
$15,000,000 such that the Total Commitment equals $180,000,000, (b) the
Commitment of each Lender is set forth opposite its name on Schedule 1.1A attached to this Amendment, (c) 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, (d) the permitted future
increase in the Total Commitment pursuant to Section 2.15 



 13
 









of the Credit
Agreement equals $45,000,000, and (e) the notice required to be delivered
by the Borrowers pursuant to Section 2.15(a) of the Credit Agreement is
hereby waived with respect to the $15,000,000 increase in the Total Commitment
being implemented concurrent with effectiveness of this Amendment.


SECTION 17.  Schedule
5.17 of the Credit Agreement.  Upon
the Fox Merger Effective Date (provided
that this Amendment has become effective in accordance with Section
19 hereof), Schedule 5.17 of the
Credit Agreement shall be deleted in its entirety and Schedule 5.17
attached to this Amendment shall be substituted in lieu thereof.


SECTION 18.  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)           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; 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 19.  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:


(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 of any and all fees owing in connection with this Amendment,
including (a) an amendment fee in the amount of $5,000.00 for each Lender and
(b) a commitment increase fee payable to each Lender whose Commitment is being
increased pursuant to this Amendment in the amount of 7.5 basis points (0.075%)
on the amount of such increase.


(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



 14
 









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 matters
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 reasonably 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; and


(g)           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, including, without limitation, an amendment to the Security
Agreement (Personal Property) entered into by the Borrowers on the November 30,
2004, pursuant to which the Fox PP&E will be temporarily excluded from the
Collateral to conform with the amendments set forth in this Amendment, all in
form and substance reasonably satisfactory to the Agent and its counsel.


SECTION 20.  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



 15
 









any other Loan
Document in similar or different circumstances. 
This Amendment shall constitute a “Loan Document” for all purposes of
the Credit Agreement.


SECTION 21.  APPLICABLE LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


SECTION 22.  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 23.  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 24.  Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


SECTION 25.  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 26.  No
Party Deemed Drafter.  Each of the
parties hereto agrees that no party hereto shall be deemed to be the drafter of
this Amendment.


SECTION 27.  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.


[SIGNATURE PAGES FOLLOW]



 16














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:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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 INTERNATIONAL, LLC,

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEENAH PAPER BEVO, INC., as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  TORONTO BRANCH,

  
	
   

  	
  as Canadian
  Collateral Agent,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 











 


	
  

  	
  SIGNATURE PAGE TO FOURTH AMENDMENT 

  
	
   

  	
  DATED AS OF FEBRUARY 28, 2007 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 FOURTH AMENDMENT 

  
	
   

  	
  DATED AS OF FEBRUARY 28, 2007 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 FOURTH AMENDMENT 

  
	
   

  	
  DATED AS OF FEBRUARY 28, 2007 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 FOURTH AMENDMENT 

  
	
   

  	
  DATED AS OF FEBRUARY 28, 2007 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 FOURTH AMENDMENT 

  
	
   

  	
  DATED AS OF FEBRUARY 28, 2007 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 FOURTH AMENDMENT 

  
	
   

  	
  DATED AS OF FEBRUARY 28, 2007 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: