Exhibit
10.1


 


FIFTH
AMENDMENT, dated as of October 24, 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 4 hereof, Section 1.1 of the
Credit Agreement is hereby amended as follows:


 


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


 


As of the
Fifth Amendment Effective Date, the Total Commitment is $210,000,000.


 


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


 


Fifth
Amendment shall mean that certain Fifth Amendment
dated as of October 24, 2007 by and among the Borrowers, the Guarantors, the
Agent and the Lenders pursuant to which the Agreement was amended.


 


Fifth
Amendment Effective Date shall mean October 24, 2007.


 


SECTION 2.           Other
Agreements and Amendment to Schedule 1.1A of the Credit Agreement. Upon the
effectiveness of this Amendment in
accordance with Section 4
hereof, (a) the Total Commitment is increased by the amount of
$30,000,000 such that the Total Commitment 


 


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equals $210,000,000, (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 of the Credit Agreement equals
$15,000,000, 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 $30,000,000 increase in the Total Commitment being implemented
concurrent with effectiveness of this Amendment.


 


SECTION 3.           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 4.           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 commitment increase fee payable to each Lender
whose Commitment is being increased pursuant to this Amendment in the amount of
20 basis points (0.2%) 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 required to be paid or reimbursed pursuant to the
Credit Agreement, including the reasonable fees, charges and disbursements of
counsel for the Agent;


 


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(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; and


 


(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.


 


SECTION 5.           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 6.           APPLICABLE LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


SECTION 7.           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


 


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Amendment by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.


 


SECTION 8.           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 9.           Headings.
The headings of this Amendment are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.


 


SECTION 10.         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 11.         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 12.         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]


 


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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:

  	
   

  
											



 


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  NEENAH PAPER INTERNATIONAL, LLC,
  as

  a Borrower

  
	
   

  	
  By:

  	
  Neenah Paper International Holding

  Company, LLC, as its sole member

  
	
   

  	
   

  	
  By:

  	
  Neenah Paper, Inc., as its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEENAH PAPER FVC, INC.,
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEENAH PAPER FR, LLC,
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEENAH PAPER COMPANY OF CANADA,
  as

  a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
										



 


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  JPMORGAN CHASE BANK, N.A.,
  individually

  and as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
     Jeff A. Tompkins

  
	
   

  	
   

  	
     Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., TORONTO

  BRANCH, as Canadian Collateral Agent,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


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  SIGNATURE PAGE TO FIFTH AMENDMENT DATED AS OF OCTOBER 24, 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:

  	
   

  
					



 


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  SIGNATURE PAGE TO FIFTH AMENDMENT DATED AS OF OCTOBER 24, 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:

  	
   

  
					



 


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  SIGNATURE PAGE TO FIFTH AMENDMENT DATED AS OF OCTOBER 24, 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:

  	
   

  
					



 


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  SIGNATURE PAGE TO FIFTH AMENDMENT DATED AS OF OCTOBER 24, 2007 TO THE
  NEENAH PAPER CREDIT AGREEMENT DATED AS OF NOVEMBER 30, 2004

  
	
   

  	
   

  
	
   

  	
  To approve this Amendment:

  
	
   

  	
   

  
	
   

  	
  Name of Institution:

  
	
   

  	
   

  
	
   

  	
  RBS BUSINESS CAPITAL,
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


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  SIGNATURE PAGE TO FIFTH AMENDMENT DATED AS OF OCTOBER 24, 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:

  	
   

  	 

							



 


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  SIGNATURE PAGE TO FIFTH AMENDMENT DATED AS OF OCTOBER 24, 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:

  	
   

  	 

							



 


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