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                                                                    EXHIBIT 10.1

                    AMENDMENT NO. 3 TO DEBTOR-IN-POSSESSION
                               CREDIT AGREEMENT


     AMENDMENT NO. 3, dated as of August 9, 2000 (the "Amendment"), to the
Debtor-In-Possession Credit Agreement dated as of March 17, 2000 (as the same
may be further amended, modified or supplemented from time to time, the "Credit
Agreement") among CROWN PAPER CO., a Virginia corporation (the "Borrower"), a
debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, the
lenders party thereto (the "Lenders"), the LC Issuing Banks party thereto,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York Trust Company ("Morgan"),
as Administrative Agent, and THE CHASE MANHATTAN BANK, a New York banking
corporation ("Chase"), as Syndication Agent (in such capacity, and together with
Morgan in its capacity as Administrative Agent, the "Agents").

                                  WITNESSETH:

     WHEREAS, the parties to the Credit Agreement desire to make certain
amendments thereto as provided herein;

     NOW, THEREFORE, the parties hereto agree as follows:

     Section 1.  Definitions; References. Unless otherwise specifically defined
herein, each term used herein that is defined in the Credit Agreement shall have
the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, from and after the date hereof, refer
to the Credit Agreement as amended hereby.

     Section 2.  Amendment to Section 1.01 of the Credit Agreement. The
definition of "Consolidated Subsidiary" in Section 1.01 of the Credit Agreement
is hereby amended by adding, immediately after the phrase "were prepared as of
such date", the phrase ", provided that for the purpose of calculating
Consolidated Capital Expenditures or Consolidated EBITDA pursuant to Section
6.01 and Section 6.02, respectively, "Consolidated Subsidiary" shall exclude
Subsidiaries or other entities organized under the laws of any jurisdiction
other than the United States or any state thereof."

     Section 3.  Amendment to Section 7.03 of the Credit Agreement. Subsection
(b) of Section 7.03 of the Credit Agreement is hereby amended as follows:

     (a)  by replacing the phrase "With respect to Asset Sales" with the phrase
"Except for a sale of all or substantially all of the assets of a Crown
Company"; and
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     (b)  by deleting the word "such" that appears immediately after the phrase
"no Crown Company will make any".

     Section 4.  Effectiveness.  This Amendment shall become effective if and
only if the Administrative Agent shall have received duly executed counterparts
hereof signed by each of the Borrower and the Required Lenders (or, in the case
of any party as to which an executed counterpart shall not have been received,
the Administrative Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party).

     Section 5.  Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

     Section 6.  Counterparts.  This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

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


                                    CROWN PAPER CO.


                                    By:



                                    MORGAN GUARANTY TRUST
                                    COMPANY OF NEW YORK


                                    By:



                                    THE CHASE MANHATTAN BANK


                                    By:

                                       2
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                                    GOLDMAN SACHS CREDIT
                                    PARTNERS L.P.


                                    By:



                                    PRESIDENT & FELLOWS OF HARVARD COLLEGE


                                    By: Regiment Capital Management, LLC,
                                      as its Investment Advisor

                                    By: Regiment Capital Advisors, LLC,
                                      its Manager and pursuant to delegated
                                      authority



                                    By:



                                    REGIMENT CAPITAL, LTD


                                    By: Regiment Capital Management, LLC,
                                      as its Investment Advisor

                                    By: Regiment Capital Advisors, LLC,
                                      its Manager and pursuant to delegated
                                      authority


                                    By:

                                       3
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                                    NATEXIS BANQUE BFCE


                                    By:



                                    By:



                                    VAN KAMPEN PRIME RATE INCOME
                                    TRUST


                                    By: Van Kampen Investment Advisory Corp.


                                    By:



                                    PILGRIM PRIME RATE TRUST


                                    By: Pilgrim Investment Inc.,
                                        as its Investment Manager


                                    By:



                                    BANK OF AMERICA, N.A.


                                    By:



                                    BANKERS TRUST COMPANY


                                    By:

                                       4
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                                    BEAR STEARNS INVESTMENT
                                    PRODUCTS, INC.


                                    By:

                                       5