<PAGE>   1
                                                                   EXHIBIT 10.10


                            BUCKEYE TECHNOLOGIES INC.

                                CREDIT AGREEMENT

                                 Amendment No. 1

         This Agreement, dated as of September 7, 2001 (this "Agreement"), is
among Buckeye Technologies Inc., a Delaware corporation, its subsidiaries set
forth on the signature pages hereto, and Fleet National Bank, as Agent for
itself and the other Lenders under the Credit Agreement referred to below. The
parties agree as follows:

1.       Credit Agreement; Definitions. This Agreement amends the Credit
         Agreement dated as of April 16, 2001 among the parties hereto and
         certain lenders (as amended and in effect prior to giving effect to
         this Agreement, the "Credit Agreement"). Terms defined in the Credit
         Agreement as amended hereby (the "Amended Credit Agreement") and not
         otherwise defined herein are used with the meaning so defined.

2.       Amendment of Credit Agreement. Effective on the date all the conditions
         set forth in Section 4 hereof are satisfied (the "Amendment Date"), the
         Credit Agreement is amended as follows:

         2.1.     Amendments of Section 1.

                  2.1.1.   The definition of "Applicable Margin" in Section 1 of
                           the Credit Agreement is amended to read in its
                           entirety as follows:

                           ""Applicable Margin" means (a) through the third
                  Banking Day after quarterly financial statements have been
                  forwarded by the Company to the Lenders in accordance with
                  Section 6.4.2 for the fiscal quarter ended March 31, 2001, the
                  second highest applicable percentage rate set forth in the
                  table below and (b) on each day thereafter, the percentage in
                  the table below indicated by the ratio which (a) Consolidated
                  Total Debt on the last day of the most recently ended fiscal
                  quarter for which financial statements have been (or are
                  required to have been) furnished by the Company to the Lenders
                  in accordance with Section 6.4.1 or 6.4.2, as the case may be,
                  prior to the first day of such month bore to (b) Consolidated
                  EBITDA for the period of four consecutive fiscal quarters
                  ended on the last day of such fiscal quarter:



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<PAGE>   2

<TABLE>
<CAPTION>
         Ratio of Consolidated Total         Applicable              Commitment
         Debt to Consolidated EBITDA           Margin                 Fee Rate
         ---------------------------           ------                 --------

<S>                                          <C>                     <C>
         Greater than or equal to 4.75          3.250%                 0.400%

         Greater than or equal to 4.25          2.750%                 0.400%
         but less than 4.75

         Greater than or equal to 3.75          1.500%                 0.375%
         but less than 4.25

         Greater than or equal to 3.50          1.375%                 0.375%
         but less than 3.75

         Greater than or equal to 3.00          1.250%                 0.300%
         but less than 3.50

         Greater than or equal to 2.50          1.000%                 0.250%
         but less than 3.00

         Less than 2.50                         0.750%                 0.250%
</TABLE>

         Changes in the Applicable Margin shall occur on the third Banking Day
         after quarterly financial statements have been furnished to the Agent
         in accordance with Sections 6.4.1 or 6.4.2 from time to time. In the
         event that the financial statements required to be delivered pursuant
         to Section 6.4.1 or 6.4.2, as applicable, are not delivered when due,
         then during the period from the third Banking Day following the date
         such financial statements were due until the third Banking Day
         following the date on which they are actually delivered, the Applicable
         Margin shall be the maximum amount set forth in the table above.

         Commencing on the effective date of Amendment No. 1 hereto, the
         Applicable Margin will be 3.250% and the Commitment Fee Rate will be
         0.400% until financial statements for the first fiscal quarter ending
         after such effective date are provided to the Lenders by the Company in
         accordance with Section 6.4.2, whereupon the Applicable Margin and the
         Commitment Fee Rate will be determined in accordance with the table
         above."

                  2.1.2.   The definition of "Base Rate" in Section 1 of the
                           Credit Agreement is amended to read in its entirety
                           as follows:

                           ""Base Rate" means, on any date, the greater of (a)
                  the rate of interest announced by Fleet at the Boston Office
                  as its prime rate or (b) the sum of 1/2% plus the Federal
                  Funds Rate; provided, however, that at any time when
                  Consolidated Total Net Debt is greater than 350% of
                  Consolidated EBITDA for the most recent period of four
                  consecutive fiscal quarters for which financial reports have
                  been (or are required to have been) furnished to the Lenders
                  in accordance with Section 6.4.2, "Base Rate" shall mean the
                  sum of 1.75% plus the greater of clauses (a) and (b) above."



                                      -2-
<PAGE>   3

                  2.1.3.   Section 1 of the Credit Agreement is amended by
                           adding immediately after the definition of
                           "Consolidated Total Net Debt" the following
                           definition of "Consolidated Total Net Senior Debt" to
                           read in its entirety as follows:

                           ""Consolidated Total Net Senior Debt" means, at any
                  date, the remainder of (a) Consolidated Total Net Debt minus
                  (b) the principal amount of Financing Debt contractually
                  subordinated to the Credit Obligations in a manner permitted
                  hereby or otherwise satisfactory to the Required Lenders."

                  2.1.4.   Section 1 of the Credit Agreement is amended by
                           adding immediately after the definition of "Net Asset
                           Sale Proceeds" the following definition of "Net
                           Equity Proceeds" to read in its entirety as follows:

                           ""Net Equity Proceeds" means the cash proceeds (net
                  of reasonable out-of-pocket fees and expenses) received by the
                  Company or any of its Subsidiaries in connection with any
                  issuance by the Company or any of its Subsidiaries after the
                  Initial Closing Date of any shares of its capital stock, other
                  equity interests or options, warrants or other purchase rights
                  to acquire such capital stock or other equity interests to, or
                  receipt of a capital contribution from, any Person (other than
                  any Obligors or their officers, employees and directors)."

                  2.1.5.   The definition of "Receivables Securitization" in
                           Section 1 of the Credit Agreement is amended to read
                           in its entirety as follows:

                           ""Receivables Securitization" means the sale, pledge
                  or other disposition by the Company or any of its
                  Subsidiaries, with or without recourse, of a bulk group of its
                  accounts receivables in exchange for cash pursuant to an
                  accounts receivable purchase facility containing terms
                  substantially similar to the summary terms provided to the
                  Lenders prior to the effectiveness of Amendment No. 1 hereto
                  and on more complete terms satisfactory to the Agent, or
                  pursuant to other programs or facilities approved by the
                  Required Lenders."

                  2.1.6.   The definition of "Receivables Securitization
                           Proceeds" in Section 1 of the Credit Agreement is
                           amended to read in its entirety as follows:

                           ""Receivables Securitization Proceeds" means the
                  monthly amount of cash proceeds (net of reasonable
                  out-of-pocket transaction fees and expenses) received by the
                  Company and its Subsidiaries from the purchaser under a
                  Receivables Securitization in respect of uncollected accounts
                  receivable sold pursuant to such Receivables Securitization
                  net of collection proceeds during such month from accounts
                  receivable previously sold pursuant to such Receivables
                  Securitization."

         2.2.     Amendment of Section 2.1.2. Section 2.1.2 of the Credit
                  Agreement is amended to read in its entirety as follows:



                                      -3-
<PAGE>   4

                  "2.1.2. Maximum Amount of Revolving Credit. The term "Maximum
         Amount of Revolving Credit" means the lesser of:

                  (a)(i) $215,000,000 minus (ii) Net Asset Sale Proceeds to the
         extent (A) such Net Asset Sale Proceeds exceed both (1) $5,000,000 in
         any fiscal year and (2) $25,000,000 in the aggregate after the Initial
         Closing Date and (B) the amount of such excess in the foregoing clause
         (A) is not allocated to an effective Permitted Reinvestment Reserve
         Amount, minus (iii) Receivables Securitization Proceeds to the extent
         such Receivables Securitization Proceeds exceed $30,000,000 in the
         aggregate after the Initial Closing Date, minus (iv) Net Equity
         Proceeds received at any time when Consolidated Total Net Debt is
         greater than 350% of Consolidated EBITDA for the most recent period of
         four consecutive fiscal quarters for which financial reports have been
         (or are required to have been) furnished to the Lenders in accordance
         with Section 6.4.2, minus (v) $15,000,000 at any time when neither a
         Supported Irish Loan nor a Letter of Credit for the benefit of an Irish
         Lender is outstanding; or

                  (b) the amount (in an integral multiple of $1,000,000) to
         which the Maximum Amount of Revolving Credit shall have been
         irrevocably reduced from time to time by notice from the Company to the
         Agent."

         2.3.     Amendment of Section 4.2.3. Section 4.2.3 of the Credit
                  Agreement is amended to read in its entirety as follows:

                  "4.2.3. Receivables Securitization Proceeds. Upon receipt of
         Receivables Securitization Proceeds by the Company or any of its
         Subsidiaries, the Company shall within one Banking Day pay to the Agent
         as a prepayment of the Loan to be applied as provided in Section 4.4.2
         the lesser of (a) the amount of such Receivables Securitization
         Proceeds in excess of $30,000,000 in the aggregate after the Initial
         Closing Date or (b) the amount of the Revolving Loan."

         2.4.     Addition of Section 4.2.5. Section 4.2 of the Credit Agreement
                  is amended by adding immediately after Section 4.2.4 new
                  Section 4.2.5 to read in its entirety as follows:

                  "4.2.5. Net Equity Proceeds. Upon receipt of Net Equity
         Proceeds by the Company or any of its Subsidiaries at any time when
         Consolidated Total Net Debt is greater than 350% of Consolidated EBITDA
         for the most recent period of four consecutive fiscal quarters for
         which financial reports have been (or are required to have been)
         furnished to the Lenders in accordance with Section 6.4.2, the Company
         shall within one Banking Day pay to the Agent as a prepayment of the
         Loan to be applied as provided in Section 4.4.2 the lesser of (a) the
         amount of such Net Equity Proceeds or (b) the amount of the Revolving
         Loan."

         2.5.     Amendment of Section 4.4.2. Section 4.4.2 of the Credit
                  Agreement is amended so that the last sentence thereof reads
                  in its entirety as follows:



                                      -4-
<PAGE>   5

                  "Contingent mandatory prepayments pursuant to Sections 4.2.2,
         4.2.3 and 4.2.5 shall be applied first to the Revolving Loan, with any
         balance to the Swingline Loan, with any balance to the Money Market
         Loan, with any balance to be held as cash collateral for Letter of
         Credit Exposure in accordance with Section 4.4."

         2.6.     Amendment of Section 6.4.3. Section 6.4.3 of the Credit
                  Agreement is amended to read in its entirety as follows:

                  "6.4.3. Monthly Reports; Weekly Irish Loan Reports. The
         Company shall furnish to the Lenders as soon as available and, in any
         event, within 30 days after the end of each month, the internally
         prepared financial data for such month in the form prepared by
         management for its internal purposes. The Company shall furnish to the
         Agent and the Irish Lenders by Friday of each week a summary of
         outstanding Irish Loans as of Friday of the previous week. The Company
         shall furnish to the Agent on a monthly basis a description of any
         Receivables Securitizations consummated during such month, including
         calculations showing the accounts receivable sold pursuant to such
         Receivables Securitization during such month, the amount of Receivables
         Securitization Proceeds received during such month and such other
         information with respect to such Receivables Securitization as the
         Agent may reasonably request."

         2.7.     Amendment of Section 6.4.7. Section 6.4.7 of the Credit
                  Agreement is amended by adding the following sentence at the
                  end thereof:

                  "Upon the reasonable request of the Agent, the Agent's
         commercial finance examiners may conduct field audits of the Company
         and its Subsidiaries."

         2.8.     Amendment of Section 6.5.2. Section 6.5.2 of the Credit
                  Agreement is amended to read in its entirety as follows:

                  "6.5.2. Consolidated Total Net Debt to Consolidated EBITDA.
         Consolidated Total Net Debt as of the end of any fiscal quarter of the
         Company shall not exceed the applicable percentage set forth in the
         table below of Consolidated EBITDA for the period of four consecutive
         fiscal quarters then ending:

<TABLE>
<CAPTION>
          Fiscal Quarter Ending                                 Percentage
          ---------------------                                 ----------
<S>                                                             <C>
          Prior to June 30, 2001                                   400%
          June 30, 2001                                            425%
          September 30, 2001                                       540%
          December 31, 2001                                        650%
          March 31, 2002                                           690%
          June 30, 2002                                            650%
          September 30, 2002                                       560%
          December 31, 2002                                        400%
            through March 31, 2003
          June 30, 2003                                            375%
            through December 31, 2003
          March 31, 2004                                           350%"
            and thereafter
</TABLE>




                                      -5-
<PAGE>   6
         2.9.     Amendment of Section 6.5.3.  Section 6.5.3 of the Credit
                  Agreement is amended to read in its entirety as follows:

                  "6.5.3. Consolidated EBITDA to Consolidated Interest Expense.
         For each period of four consecutive fiscal quarters of the Company,
         Consolidated EBITDA shall equal or exceed the percentage of
         Consolidated Interest Expense set forth in the table below:

<TABLE>
<CAPTION>
          Fiscal Quarter Ending                                 Percentage
          ---------------------                                 ----------
<S>                                                             <C>
          Prior to September 30, 2001                              300%
          September 30, 2001                                       260%
          December 31, 2001                                        215%
          March 31, 2002                                           200%
              through June 30, 2002
          September 30, 2002                                       230%
          December 31, 2002                                        300%
          March 31, 2003                                           315%
          June 30, 2003                                            325%"
            and thereafter
</TABLE>

         2.10.    Amendment of Section 6.5.4. Section 6.5.4 of the Credit
                  Agreement is amended to read in its entirety as follows:

                  "6.5.4. Consolidated EBITDA Minus Capital Expenditures to
         Consolidated Interest Expense. For each period of four consecutive
         fiscal quarters of the Company, the excess of consolidated EBITDA minus
         Capital Expenditures of the Company and its Subsidiaries shall equal or
         exceed the percentage of Consolidated Interest Expense set forth in the
         table below, provided, however, that for the purposes of this Section
         6.5.4, Capital Expenditures shall exclude capital expenditures for the
         construction of an air-laid facility in Gaston, North Carolina in an
         amount not exceeding $85,000,000 for any fiscal quarter and $95,000,000
         in the aggregate:

<TABLE>
<CAPTION>
          Fiscal Quarter Ending                                 Percentage
          ---------------------                                 ----------
<S>                                                             <C>
          Prior to September 30, 2001                              175%
          September 30, 2001                                       115%
          December 31, 2001                                        100%
             through March 31, 2002
          June 30, 2002                                            120%
          September 30, 2002                                       1150%
          December 31, 2002                                        175%"
             and thereafter
</TABLE>




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<PAGE>   7

         2.11.    Addition of Section 6.5.5. Section 6.5 of the Credit Agreement
                  is amended by adding immediately after Section 6.5.4 new
                  Section 6.5.5 to read in its entirety as follows:

                  "6.5.5. Consolidated Total Net Senior Debt to Consolidated
         EBITDA. Consolidated Total Net Senior Debt as of the end of any fiscal
         quarter of the Company set forth in the table below shall not exceed
         the applicable percentage set forth in the table below of Consolidated
         EBITDA for the period of four consecutive fiscal quarters then ending:

<TABLE>
<CAPTION>
          Fiscal Quarter Ending                                 Percentage
          ---------------------                                 ----------
<S>                                                             <C>
          September 30, 2001                                        225%
          December 31, 2001                                         270%
          March 31, 2002                                            285%
          June 30, 2002                                             265%
          September 30, 2002                                        225%"
             and thereafter
</TABLE>


         2.12.    Amendment of Section 6.6.7. Section 6.6.7 of the Credit
                  Agreement is amended to read in its entirety as follows:

                  "6.6.7. To the extent permitted by Section 6.7.8, Indebtedness
         in respect of Capitalized Lease Obligations or secured by purchase
         money security interests; provided, however, that the aggregate
         principal amount of all Indebtedness permitted by this Section 6.6.7
         and by Section 6.6.18 at any one time outstanding shall not exceed
         $50,000,000, and provided, further, that at any time when Consolidated
         Total Net Debt is greater than 350% of Consolidated EBITDA for the most
         recent period of four consecutive fiscal quarters for which financial
         reports have been (or are required to have been) furnished to the
         Lenders in accordance with Section 6.4.2, the aggregate principal
         amount of all Indebtedness permitted by this Section 6.6.7 and by
         Section 6.6.18 at any one time outstanding shall not exceed
         $10,000,000."

         2.13.    Amendment of Section 6.6.10. Section 6.6.10 of the Credit
                  Agreement is amended to read in its entirety as follows:

                  "6.6.10. Guarantees by the Company of loans by third parties
         to its employees in an amount not to exceed $4,000,000 in the aggregate
         at any one time outstanding; provided, however, that at any time when
         Consolidated Total Net Debt is greater than 350% of Consolidated EBITDA
         for the most recent period of four consecutive fiscal quarters for
         which financial reports have been (or are required to have been)
         furnished to the Lenders in accordance with Section 6.4.2, the Company
         shall not enter into any additional Guarantees of loans by third
         parties to its employees."

         2.14.    Amendment of Section 6.6.16. Section 6.6.16 of the Credit
                  Agreement is amended to read in its entirety as follows:



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<PAGE>   8

                  "6.6.16. Indebtedness of Foreign Subsidiaries in respect of
         credit facilities to finance working capital and other valid business
         purposes in an aggregate amount not to exceed $70,000,000 in the
         Equivalent Amount of United States Funds, computed as of the most
         recent date such Indebtedness was incurred, minus Irish Loan
         Equivalents minus Receivables Securitization Proceeds (provided,
         however, that the amount subtracted in respect of Receivables
         Securitization Proceeds shall not exceed $30,000,000)"

         2.15.    Addition of Section 6.7.16 Section 6.7 of the Credit Agreement
                  is amended by adding immediately after Section 6.7.15 new
                  section 6.7.16 to read in its entirety as follows:

                  "6.7.16. Claim of lien in the amount of $46,441.33 filed on
         October 23, 2000 in Taylor County, Florida by Rental Service
         Corporation USA Inc. against certain real property owned by Buckeye
         Florida Corporation (the "Florida Lien"); provided, however, that the
         Company shall, (a) no later than November 15, 2001, provide the Agent
         with an endorsement to the title insurance policy issued with respect
         to the real property located in Florida satisfactory to the Agent
         confirming that the Florida Lien has expired by its terms and deleting
         the Florida Lien as an exception to such title insurance policy, or (b)
         alternatively, in the event that the holder of the Florida Lien seeks
         to enforce such lien, the Company shall provide prompt written notice
         of such action to the Agent and shall bond such lien and provide the
         Agent with an endorsement to the title insurance policy issued with
         respect to the real property located in Florida confirming that such
         lien has been bonded and deleting the Florida Lien as an exception to
         such title insurance policy."

         2.16.    Amendment of Section 6.8.5. Section 6.8.5 of the Credit
                  Agreement is amended to read in its entirety as follows:

                  "6.8.5. So long as immediately before and after giving effect
         thereto no Default exists, and so long as the Company (if the Company
         is party thereto) or a Guarantor (if the Company is not party thereto)
         is the surviving entity, the Company and its Subsidiaries may acquire
         another entity in the same line of business as the Company as described
         in Section 6.2.1:

                           (a) at all times when Consolidated Total Net Debt
                           (calculated on a pro forma basis giving effect to the
                           proposed acquisition) is greater than 350% of
                           Consolidated EBITDA for the most recent period of
                           four consecutive fiscal quarters (calculated on a pro
                           forma basis giving effect to the proposed acquisition
                           as if such acquisition had been consummated at the
                           beginning of such period) for which financial reports
                           have been (or are required to have been) furnished to
                           the Lenders in accordance with Sections 6.4.1 or
                           6.4.2, only with the consent of the Required Lenders;

                           (b) at all other times, for a purchase price not
                           exceeding, except with the consent of the Required
                           Lenders, $50,000,000 for any single



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<PAGE>   9

                           acquisition and $100,000,000 in cumulative aggregate
                           purchase price for all acquisitions permitted by this
                           Section 6.8.5 during the period from the Initial
                           Closing Date through the Final Maturity Date;
                           provided, however, that (i) the acquisition must be
                           approved by the target entity's board of directors,
                           (ii) the Company must be in compliance with the
                           Computation Covenants immediately after giving effect
                           to such acquisition, (iii) the acquired entity must
                           not have any environmental liabilities which, after
                           giving effect to such acquisition, would reasonably
                           be expected to result in a Material Adverse Change
                           and (iv) any Subsidiary (other than a Foreign
                           Subsidiary) acquired under this Section 6.8.5 shall
                           guarantee the Credit Obligations, as contemplated by
                           Section 9.9."

         2.17.    Addition of Section 6.8.9. Section 6.8 of the Credit Agreement
                  is amended by adding immediately after Section 6.8.8 new
                  Section 6.8.9 to read in its entirety as follows:

                  "6.8.9. So long as immediately before and after giving effect
         thereto no Default exists, and provided that the Company complies with
         Section 9.9, the Company may create a wholly owned Subsidiary that
         constitutes a holding company for the Company's European Subsidiaries."

         2.18.    Amendment of Section 6.9.2. Section 6.9.2 of the Credit
                  Agreement is amended to read in its entirety as follows:

                  "6.9.2. So long as immediately before and after giving effect
         thereto no Default exists, the Company may make Distributions in an
         aggregate amount which shall not exceed the sum of (i) 50% of the sum
         of the Consolidated Net Income (which may be a negative number) for
         each fiscal quarter after March 31, 2001, plus (ii) the net amount
         received by the Company from the exercise of options and other
         purchases of Company stock after March 31, 2001 by Company employees
         plus (iii) $35,000,000, which amount in this clause (iii) may be
         applied to pay dividends to stockholders or to repurchase shares of the
         Company's capital stock from its stockholders only after the amounts in
         clauses (i) and (ii) have already been applied in their entirety to pay
         dividends or to make stock repurchases; provided, however, that the
         Company shall not make Distributions to pay dividends on or in respect
         of any shares of the Company's capital stock or to repurchase shares of
         the Company's capital stock from its stockholders at any time when
         Consolidated Total Net Debt is greater than 350% of Consolidated EBITDA
         for the most recent period of four consecutive fiscal quarters for
         which financial reports have been (or are required to have been)
         furnished to the Lenders in accordance with Section 6.4.2."

         2.19.    Amendment of Section 6.9.5. Section 6.9.5. of the Credit
                  Agreement is amended to read in its entirety as follows:

                  "6.9.5. So long as immediately before and after giving effect
         thereto no Default exists, the Company may repurchase shares of its
         stock from employees whose



                                      -9-
<PAGE>   10

         employment with the Company and its Subsidiaries has terminated, to the
         extent required by the Company's nonqualified employee benefit plans
         and contracts in an aggregate amount not exceeding the sum of
         $1,000,000 in any fiscal year plus net amounts received by the Company
         during such fiscal year from the exercise of options and other
         purchases of Company stock by employees; provided, however, that the
         Company shall not repurchase shares of its stock from employees
         pursuant to this Section 6.9.5 at any time when Consolidated Total Net
         Debt is greater than 350% of Consolidated EBITDA for the most recent
         period of four consecutive fiscal quarters for which financial reports
         have been (or are required to have been) furnished to the Lenders in
         accordance with Section 6.4.2."

         2.20.    Amendment of Section 6.13. Section 6.13 of the Credit
                  Agreement is amended to read in its entirety as follows:

                  "6.13. Voluntary Prepayments of Other Indebtedness. Neither
         the Company nor any of its Domestic Subsidiaries shall make any
         voluntary prepayment of principal of or interest on any Financing Debt
         (other than the Credit Obligations) or make any voluntary redemptions
         or repurchases of Financing Debt (other than the Credit Obligations) in
         an aggregate amount exceeding $20,000,000 since the Initial Closing
         Date, except that the Company and its Domestic Subsidiaries may
         refinance Financing Debt to the extent permitted by Section 6.6;
         provided, however, that such amount shall increase to $40,000,000 at
         any time when Consolidated Total Net Debt is less than 250% of
         Consolidated for the most recent period of four consecutive fiscal
         quarters for which financial reports have been (or are required to have
         been) furnished to the Lenders in accordance with Section 6.4.2; and
         provided, further, that if Consolidated Total Net Debt decreases below
         250% of Consolidated EBITDA for the most recent period of four
         consecutive fiscal quarters for which financial reports have been (or
         are required to have been) furnished to the Lenders in accordance with
         Section 6.4.2 and then subsequently becomes greater than 250%, such
         amount shall be limited to the greater of $20,000,000 in the aggregate
         or the aggregate amount of such prepayments made as of the time
         Consolidated Total Net Debt again became greater than 250% of
         Consolidated EBITDA for the most recent period of four consecutive
         fiscal quarters for which financial reports have been (or are required
         to have been) furnished to the Lenders in accordance with Section
         6.4.2. Notwithstanding the foregoing, neither the Company nor any of
         its Domestic Subsidiaries shall make any voluntary prepayment of
         principal of or interest on any Financing Debt (other than the Credit
         Obligations) or make any voluntary redemptions or repurchases of
         Financing Debt (other than the Credit Obligations) at any time when
         Consolidated Total Net Debt is greater than 350% of Consolidated EBITDA
         for the most recent period of four consecutive fiscal quarters for
         which financial reports have been (or are required to have been)
         furnished to the Lenders in accordance with Section 6.4.2."

         2.21.    Addition of Section 8.1.12. Section 8.1. of the Credit
                  Agreement is amended by adding immediately after Section
                  8.1.11 new Section 8.1.12 to read in its entirety as follows:



                                      -10-
<PAGE>   11

                  "8.1.12. On or before October 31, 2001, the Company shall fail
         to provide the Lenders with a perfected security interest in (a)
         Buckeye Lumberton Inc d/b/a Buckeye Gaston's real and personal property
         located in Gaston, North Carolina, (b) Buckeye Mt. Holly LLC's real and
         personal property located in Gaston, North Carolina, and (c) the
         membership interests in Buckeye Mt. Holly LLC, all as more particularly
         described in section 2.2.3 of the Security Agreement."

         2.22.    Amendment of Section 10.1. Section 10.1(a) of the Credit
                  Agreement is amended by adding the phrase "commercial finance
                  examiners," immediately following the phrase "any
                  environmental audit report".

3.       Representations and Warranties. In order to induce the Agent and the
         documentation agents to enter into this Agreement, each of the Company
         and the Guarantors jointly and severally represents and warrants that
         after giving effect to this Agreement, (a) no Default exists and (b)
         the representations and warranties contained in Section 7 of the Credit
         Agreement are true and correct in all material respects on and as of
         the date hereof with the same force and effect as though made on and as
         of such date (except as to any representation or warranty which refers
         to a specific earlier date).

4.       Conditions to Effectiveness.

         4.1.     Proper Proceedings. This Agreement, each other Credit Document
                  and the transactions contemplated hereby and thereby shall
                  have been authorized by all necessary proceedings of the
                  Company and the Guarantors. All necessary consents, approvals
                  and authorizations of any governmental or administrative
                  agency or any other Person with respect to any of the
                  transactions contemplated hereby or by any other Credit
                  Document shall have been obtained and shall be in full force
                  and effect. The Agent shall have received copies of all
                  documents, including acquisition agreements, certificates,
                  records of corporate and partnership proceedings and opinions
                  of counsel, which the Agent may have reasonably requested in
                  connection therewith, such documents where appropriate to be
                  certified by proper corporate, partnership or governmental
                  authorities.

         4.2.     Payment of Fees and Expenses. The Company shall have paid to
                  the Agent (a) for the account of the Lenders, an amendment fee
                  in an amount equal to 0.25% of the respective Commitments of
                  the Lenders and (b) the reasonable legal fees and expenses of
                  the Agent with respect to this Agreement and the transactions
                  contemplated hereby.

         4.3.     Receivables Securitization. The Company shall have furnished
                  to the Agent a summary of the proposed term sheet, the terms
                  of which must be satisfactory to the Agent, of the nonrecourse
                  insured Receivables Securitization facility it intends to
                  enter into following the Amendment Date.

         4.4.     Florida and Tennessee Real Property.



                                      -11-
<PAGE>   12

                  4.4.1.   Notwithstanding anything in the Credit Agreement or
                           the Security Agreement to the contrary, the Obligors
                           shall have duly authorized executed, acknowledged and
                           delivered to the Agent (a) a mortgage in
                           substantially the form previously agreed upon on
                           substantially all of the real property owned by
                           Buckeye Florida, Limited Partnership and located in
                           Florida except for the property commonly known as San
                           Pedro Bay comprising approximately 7,000 acres,
                           together with related UCC financing statements and
                           (b) a deed of trust in substantially the form
                           previously agreed upon on the real property owned by
                           the Company and located in Tennessee together with
                           related UCC financing statements.

                  4.4.2.   In connection with each mortgage and deed of trust to
                           be delivered in accordance with Section 4.4.1, the
                           Agent shall have received as of the effective date of
                           this Agreement (a) ALTA mortgagee title insurance
                           policies or unconditional commitments therefor in the
                           form of the proforma title insurance policies issued
                           by First American Title Insurance Company with
                           respect to the properties located in Florida and
                           Tennessee and attached as Exhibit B to that certain
                           Escrow Agreement dated as of April 16, 2001 by and
                           among Buckeye Technologies Inc., a Delaware
                           corporation, Buckeye Lumberton Inc., a North Carolina
                           Corporation, d/b/a Buckeye Gaston, Buckeye Mt. Holly
                           LLC, a Delaware limited liability company, Buckeye
                           Florida, Limited Partnership, a Delaware limited
                           partnership, Fleet National Bank, a national banking
                           association as Agent and First American Title
                           Insurance Company, a California corporation as Escrow
                           Holder (the "Escrow Agreement"), (b) evidence
                           satisfactory to the Agent that the Company has paid
                           to the title company or to the appropriate
                           governmental authority all expenses and premiums of
                           the title company and all other sums required in
                           connection with the issuance of each title policy and
                           all recording and stamp taxes (including mortgage
                           recording and intangible taxes) payable in connection
                           with recording the mortgage and deed of trust in the
                           appropriate real estate records, and (c) an opinion
                           of local counsel reasonably satisfactory to the Agent
                           in all respects with respect to the enforceability of
                           each such mortgage and deed of trust.

5.       Confirmation of Security Agreement. As a result of the foregoing
         provisions, the parties confirm that, upon the Amendment Date, the
         documents held in escrow pursuant to section 2.2.4 of the Security
         Agreement may be released to the Company.

6.       Certain Calculations. Amounts in respect of interest, commitment fees,
         Letter of Credit fees and other amounts payable under the Amended
         Credit Agreement shall be payable in accordance with the terms of the
         Credit Agreement as in effect prior to giving effect to the amendments
         provided in Section 2 hereof for periods prior to the Amendment Date
         and in accordance with the Amended Credit Agreement for periods from
         and after the Amendment Date.



                                      -12-
<PAGE>   13

7.       General. The Amended Credit Agreement and all of the Credit Documents
         are each confirmed as being in full force and effect. This Agreement,
         the Amended Credit Agreement and the other Credit Documents referred to
         herein or therein constitute the entire understanding of the parties
         with respect to the subject matter hereof and thereof and supersede all
         prior and current understandings and agreements, whether written or
         oral. Each of this Agreement and the Amended Credit Agreement is a
         Credit Document and may be executed in any number of counterparts,
         which together shall constitute one instrument, and shall bind and
         inure to the benefit of the parties and their respective successors and
         assigns, including as such successors and assigns all holders of any
         Credit Obligation. This Agreement shall be governed by and construed in
         accordance with the laws (other than the conflict of law rules) of The
         Commonwealth of Massachusetts.




                 [The rest of this page is intentionally blank]









                                      -13-
<PAGE>   14

         Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.

                                    BUCKEYE TECHNOLOGIES INC.
                                    BUCKEYE FLORIDA CORPORATION
                                    BUCKEYE FOLEY CORPORATION
                                    BUCKEYE LUMBERTON INC.
                                    BKI FINANCE CORPORATION
                                    BKI INTERNATIONAL INC.

                                    By: /S/ D. B. FERRARO
                                        ----------------------------------------
                                        As an authorized officer of each of the
                                        foregoing corporations

                                    BUCKEYE FLORIDA, LIMITED PARTNERSHIP
                                    By Buckeye Florida Corporation, general
                                    partner

                                    By: /S/ D. B. FERRARO
                                        ----------------------------------------
                                        Title: PRESIDENT

                                    BUCKEYE  MT. HOLLY LLC
                                    By Buckeye Lumberton Inc., Manager

                                    By: /S/ D. B. FERRARO
                                        ----------------------------------------
                                         Title: PRESIDENT

                                    BKI ASSET MANAGEMENT CORPORATION
                                    BKI HOLDING CORPORATION

                                    By: /S/ FRANCIS JACOBS
                                        ----------------------------------------
                                         Title: PRESIDENT

                                    BKI LENDING INC.

                                    By: /S/ DORIS J. KRICK
                                        ----------------------------------------
                                         Title: PRESIDENT




<PAGE>   15




                                    BFC I CORP.

                                    By: /S/ DORIS J. KRICK
                                        ----------------------------------------
                                        Doris J. Krick, Secretary


                                    BFOL 1 CORP.

                                    By: /S/ DORIS J. KRICK
                                        ----------------------------------------
                                        Doris J. Krick, President

                                    BFC 2 LP

                                    By: BFOL 1 Corp., its general partner

                                        By: /S/ DORIS J. KRICK
                                            ------------------------------------
                                            Doris J. Krick, President


                                    BFOL 2 LP

                                    By: BFC I Corp., its general partner

                                        By: /S/ DORIS J. KRICK
                                            ------------------------------------
                                            Doris J. Krick, Secretary

                                    BFC 3 LLC
                                    By: BFOL 2 LP, its manager
                                        By: BFC I Corp., its general partner

                                        By: /S/ DORIS J. KRICK
                                            ------------------------------------
                                            Doris J. Krick, Secretary

                                    BFOL 3 LLC
                                    By: BFC 2 LP, its manager
                                        By: BFOL 1 Corp., its general partner

                                        By: /S/ DORIS J. KRICK
                                            ------------------------------------
                                            Doris J. Krick, President


                                    MERFIN SYSTEMS INC.


                                    By: D. B. FERRARO
                                        ----------------------------------------
                                        Title:




<PAGE>   16



                                    FLEET NATIONAL BANK

                                    By  /S/ THOMAS J. MAHONEY
                                        ----------------------------------------
                                        Title: DIRECTOR


                                    ABN AMRO BANK, N.V.

                                    By /S/ LAURIE D. FLOM
                                        ----------------------------------------
                                        Title: SENIOR VICE PRESIDENT

                                    By  /S/ WENDY WATTERS
                                        ----------------------------------------
                                        Title: VICE PRESIDENT

                                    BANK OF AMERICA, N.A.

                                    By  /S/ THOMAS BRANYAN
                                        ----------------------------------------
                                        Title:


                                    THE BANK OF NOVA SCOTIA

                                    By  /S/ M. D. SMITH
                                        ----------------------------------------
                                        Title: AGENT


                                    FIRST PIONEER FARM CREDIT, ACA

                                    By  /S/ JIM PAPAL
                                        ----------------------------------------
                                        Title: VICE PRESIDENT

                                    FIRST UNION NATIONAL BANK

                                    By  /S/ J. ANDREW PHELPS
                                        ----------------------------------------
                                        Title: VICE PRESIDENT





<PAGE>   17



                                    FIRSTAR BANK, NATIONAL ASSOCIATION

                                    By  /S/ DEREK S. ROUDEBUSH
                                        ----------------------------------------
                                        Title: VICE PRESIDENT


                                    TORONTO DOMINION (TEXAS), INC.

                                    By  /S/ ANN S. STANIS
                                        ----------------------------------------
                                        Title:


                                    UNION PLANTERS BANK, NA

                                    By  /S/ STEVE WEAVER
                                        ----------------------------------------
                                        Title: VICE PRESIDENT

                                    WACHOVIA BANK, NA

                                    By  /S/ ANNE L. SAYES
                                        ----------------------------------------
                                        Title: SENIOR VICE PRESIDENT