csk8k_022608ex41.htm

Exhibit 4.1

    

      EXECUTION
VERSION

       

      AMENDMENT
NO. 6 TO THE

      SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

       

      


       

      Dated
March 5, 2008

       

      

        


          AMENDMENT
NO. 6 (this “Amendment”) TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT among Chesapeake Corporation, a
Virginia corporation (the “U.S. Borrower”),
Chesapeake U.K. Holdings Limited, Chesapeake U.K. Acquisitions plc, Boxmore
International Limited, Chesapeake plc (formerly known as Field Group plc)
(collectively, the “U.K. Borrowers”), the
banks, financial institutions and other institutional lenders party to the
Credit Agreement referred to below (collectively, the “Lenders”) and
Wachovia Bank, National Association, as administrative agent for the Lenders (in
such capacity, the “Administrative
Agent”).

           

          PRELIMINARY
STATEMENTS:

           

          WHEREAS,
the U.S. Borrower, the U.K. Borrowers, the Lenders, the Administrative Agent,
Bank of America, N.A. and Citicorp North America, Inc., as syndication agents,
HSBC Bank plc, as documentation agent, Wachovia Capital Markets, LLC, as a
co-lead arranger and the sole bookrunner, and Banc of America Securities LLC and
Citicorp North America, Inc., as co-lead arrangers, have entered into a Second
Amended and Restated Credit Agreement dated as of February 23, 2004, as amended
by Amendment No. 1 dated as of June 10, 2004, Amendment No. 2 dated as of
February 23, 2006, the Letter Waiver and Amendment No. 3 dated as of August
4, 2006, Amendment No. 4 dated as of June 18, 2007 and Amendment No. 5 dated as
of January 18, 2008, but effective as of December 28, 2007 (as so amended, the
“Credit
Agreement;” capitalized terms not otherwise defined in this Amendment
have the same meanings as specified in the Credit Agreement); and

           

          WHEREAS,
the Borrowers, the Lenders and the Administrative Agent have agreed to amend the
Credit Agreement as hereinafter set forth;

           

          NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties hereto hereby agree as follows:

           

          SECTION
1. Amendments to Credit
Agreement.  The Credit Agreement is, effective as of the date
first above written and subject to the satisfaction of the conditions precedent
set forth in Section 2, hereby amended as follows:

           

          (a) The
definition of “Amendment Period”
contained in Section 1.1 is hereby amended and restated in its entirety to read
as follows:

           

          ““Amendment Period”
means the period commencing June 18, 2007 through (and including) the
Termination Date.”

           

          (b) The
definition of “Applicable Margin”
contained in Section 1.1 is hereby amended, (i) for the period commencing with
the Sixth Amendment Effective Date, by deleting the pricing grid contained
therein and substituting in lieu thereof the following pricing
grid:

           

          
            
              
              

            

            
              
              

              2

            

             

            
              
              

            

          

          
            	
                    “Leverage
      Ratio

                  	
                    Applicable
      Margin for LIBO Rate Loans

                  	
                    Applicable
      Margin for Base Rate Loans

                  
	
                    Greater
      than or equal to 4.50:1

                  	
                    4.50%

                  	
                    3.50%

                  
	
                    Less
      than 4.50:1

                     

                  	
                    2.25%

                  	
                     1.25%”

                  


          

          and (ii)
by inserting the following language at the end of such definition:

           

          “In the
event that any financial statement or certificate delivered pursuant to Section
7.1.1 is shown to be inaccurate (regardless of whether this Agreement or the
Commitments are in effect when such inaccuracy is discovered), and such
inaccuracy, if corrected, would have led to the application of a higher
Applicable Margin for any period (an “Applicable Period”)
than the Applicable Margin applied for such Applicable Period, then (i) the
Borrowers shall promptly deliver to the Administrative Agent a correct
certificate for such Applicable Period, (ii) the Applicable Margin shall be
determined as if the highest rate set forth on the pricing grid above were
applicable for such Applicable Period, and (iii) the Borrowers shall promptly
pay to the Administrative Agent the accrued additional interest owing as a
result of such increased Applicable Margin for such Applicable Period, which
payment shall be promptly applied by the Administrative Agent in accordance with
this Agreement.”

           

          (c) Section
1.1 is hereby amended by inserting the following definition between the
definition of “Applicable Margin”
and “Assignee
Lender” contained therein:

           

          ““Applicable Period” is
defined in the definition of “Applicable Margin”.”

           

          (d) Section
1.1 is hereby amended by deleting clause (c) in its entirety contained in the
definition of “EBITDA” contained
therein and substituting in lieu thereof the following clause (c):

           

          “(c)  any
non-recurring gains (and plus any non-recurring losses, including, in the case
of Fiscal Year end 2008, costs related to the global cost savings program and
consulting fees related to current process improvement projects in an amount not
to exceed $20,000,000 in the aggregate) during such period.”

          


           

          (e) The
definition of “Loan
Documents” contained in Section 1.1 is hereby amended by inserting
therein immediately after the phrase “this Agreement” and immediately before the
comma contained therein the following parenthetical:

           

          “(including
any documentation, agreements or other instruments entered into in order to
effect the security interests contemplated in Section 7.1.14 or any
amendments to this Agreement)”

           

          (f) Section
1.1 is hereby amended by inserting the following definitions between the
definitions of “Rate
Protection Agreement” and “Refunded Swing Line
Loans” contained therein:

           

          ““Refinancing” means
the financing contemplated to be provided to the Borrowers and Non-U.S.
Subsidiaries of the Borrowers by the Refinancing Lender providing for, among
other things, the complete refinancing of the outstanding principal amount of
the Loans and other Obligations under the Loan Documents, which refinancing is
anticipated to close and fund on or prior to the Refinancing Trigger
Date.”

           

          
            
              
              

            

            
              
              

            

            
              3

            

          

           

          ““Refinancing Lender”
means any lender heretofore or contemporaneously disclosed to the Administrative
Agent that has contemplated providing the financing necessary to effect the
Refinancing.”

           

          ““Refinancing Trigger
Date” means March 31, 2008.”

           

          (g) Section
1.1 is hereby amended by inserting the following definition between the
definitions of “Security Agreement”
and “Senior Leverage
Ratio”:

           

          ““Security Period” has
the meaning specified in Section
7.1.14.”

           

          (h) Section
1.1 is hereby amended by inserting the following definitions between the
definitions of “Significant
Subsidiary” and “Solvent” contained
therein:

           

          ““Sixth Amendment”
means Amendment No. 6 to this Agreement dated as of March 5, 2008.”

           

          ““Sixth Amendment Effective
Date” means the date on which all conditions to effectiveness set forth
in Section 2 of the Sixth Amendment have been satisfied.”

           

          (i) Section
3.1.1(f) is hereby amended and restated to read in its entirety as
follows:

           

          “Within
three Business Days following the receipt by any of the Borrowers or any of
their respective Subsidiaries of any Net Disposition Proceeds (other than Net
Disposition Proceeds resulting from a Disposition of inventory and equipment in
the ordinary course of business consistent with past practice), the applicable
Borrower(s) shall deliver to the Administrative Agent a calculation of the
amount of such Net Disposition Proceeds, and apply such Net Disposition Proceeds
to the prepayment of the outstanding principal amount of the Loans in accordance
with Section
3.1.2 (in the case of any prepayments resulting from a Disposition
consummated after the Refinancing Trigger Date, with a corresponding permanent
reduction in the amount of the Revolving Loan Commitments); provided, however, that, with
respect to Net Disposition Proceeds not exceeding $1,000,000 in the aggregate
from and after the Sixth Amendment Effective Date, no prepayment from Net
Disposition Proceeds shall be required (and no corresponding reduction in the
amount of the Revolving Loan Commitment shall be required) under this clause if
such Borrower informs the Administrative Agent in writing no later than one
Business Day following the receipt of such Net Disposition Proceeds of its or
such Subsidiary’s good faith intention to apply such Net Disposition Proceeds to
the purchase of reasonably related assets, and such Borrower or such Subsidiary
in fact uses such Net Disposition Proceeds to purchase such assets or property
within 180 days following the receipt of such Net Disposition Proceeds; provided, further, however that the
amount of such Net Disposition Proceeds unused after such 180-day period shall
be applied to the prepayment of the outstanding principal amount of the Loans
(in the case of any prepayments resulting from a Disposition consummated after
the Refinancing Trigger Date, with a corresponding permanent reduction in the
amount of the Revolving Loan Commitments) in accordance with Section
3.1.2.  Notwithstanding anything to the contrary set forth in
this Section
3.1.1(f), Net Disposition Proceeds resulting from a Disposition of the
Crewe facility shall be applied in accordance Section 3.1.1(f) as
in effect prior to the Sixth Amendment Effective Date.”

           

          (j) Section
3.1.2(b) is hereby amended by inserting immediately before the period of the
last sentence contained therein the following:

           

          “; provided that any
prepayment pursuant to Section 3.1.1(f) of
the outstanding principal amount of Loans resulting from a Disposition
consummated after the Refinancing Trigger Date shall result in a corresponding
permanent reduction in the amount of the Revolving Loan Commitments irrespective
of the Leverage Ratio in effect after giving effect thereto”

           

          
            
              
              

            

            
              
              

            

            
              4

            

          

           

          (k) Section
7.1 is hereby amended by inserting after Section 7.1.12 contained therein the
following covenants:

           

          “Section 7.1.13  Due Diligence and Commitment
Letter.  The Borrowers shall (a) use commercially reasonable
efforts to deliver to the Administrative Agent, promptly following the receipt
thereof, any appraisals, due diligence reports or other materials (in their
respective final form, inclusive of all amendments and supplements thereto)
prepared by, or provided by third party professionals to, the Refinancing Lender
or any of its Affiliates in connection with its due diligence in respect of the
Refinancing; provided that in the
event the Borrowers are unable to provide the foregoing due to limitations
imposed by the Refinancing Lender, then (i) the Borrowers shall promptly deliver
to the Administrative Agent any equivalent reports and appraisals in their
possession and (ii) to the extent necessary to effect the security interests
contemplated in Section 7.1.14,
reimburse the Administrative Agent for reasonable and actual costs and expenses
of third party professionals retained by the Administrative Agent to conduct any
of the due diligence referred to in this clause (a), but only to the extent such
reports and appraisals are not received from the Borrowers pursuant to the
forgoing clause (i) and (b) deliver to the Administrative Agent, promptly
following the receipt thereof, the commitment letter (including related term
sheets and other attachments) setting forth the commitment of the Refinancing
Lender and/or any its Affiliates to arrange or underwrite the financing
necessary to consummate the Refinancing.

           

          Section 7.1.14  Additional
Collateral.   (a)  Forty-five (45) days (or at
such later date, if any, as the Administrative Agent may agree in its sole
discretion) following the earlier of (a) failure to consummate the Refinancing
by the Refinancing Trigger Date and (b) delivery of written notice from the
Borrowers that the Refinancing Lender does not intend to, or will not,
consummate the Refinancing (it being understood that the Borrowers hereby agree
to give such notice promptly after it receives notice, or has actual knowledge,
thereof from the Refinancing Lender) (the “Security
Period”), the Borrowers shall deliver, or cause any applicable
Subsidiaries to deliver, to the Administrative Agent any and all collateral and
security documentation, financing statements or other public filings, agreements
and other instruments required under applicable law (or as may be reasonably
requested by the Administrative Agent) in order to effect security interests and
charges in favor of the Administrative Agent of all, or substantially all, of
the assets of the U.K. and European Subsidiaries of the Borrowers with at least
the same scope of coverage and priority as contemplated to be granted in
connection with the Refinancing, and, in any event, provided to the
Administrative Agent, for the benefit of the Lenders, with a first priority Lien
and free and clear of all other Liens except as otherwise permitted under this
Agreement (with limited exceptions to be agreed in the event that the cost or
complication to effect the security interests contemplated herein exceed the
benefits afforded thereby, as determined in the reasonable discretion of the
Administrative Agent).

           

          (b)           
If, prior to the expiration of the Security Period, the Borrowers (i) formally
propose to the trustees of the Field Group Pension Plan a revision to the
Recovery Plan in place for that Scheme under section 226 Pensions Act 2004, (ii)
fail to make any payment due under the Schedule of Contributions in place for
that Scheme under section 227 Pensions Act 2004 or (iii) make an application
under the Pensions Regulator's clearance process in connection with the
Refinancing, then, in each case, contemporaneously therewith the Borrowers shall
make an application under the Pensions Regulator's clearance process seeking
confirmation that the Pensions Regulator will not use its anti-avoidance powers
under Pensions Act 2004 as a result of the granting of the security interests
contemplated in the foregoing clause (a) in favor of the Administrative
Agent.

           

          
            
              
              

            

            
              
              

            

            
              5

            

          

           

          (c)           Following
the Sixth Amendment Effective Date, the Borrowers shall notify, and to the
extent available provide written copies thereof to, the Administrative Agent of
(i) any writings and material discussions or other communications received from,
or provided to, the Pensions Regulator and/or trustees of the Field Group
Pension Plan and (ii) any requests and/or requirements established, or made, by
any Refinancing Lender in connection with any Refinancing, in each case, in
respect of the Field Group Pension Plan or the Pension Regulator’s clearance
process,  promptly following the receipt, or making of, any of the
foregoing referred to in clause (i) and clause
(ii).

           

          Section 7.1.15  Monthly Financial
Statements.  In the event the Borrowers fail to consummate the
Refinancing by the Refinancing Trigger Date, then, for each month thereafter
(commencing with the month of April 2008), as soon as available and in any event
within twenty (20) days after the end of each such month, the Borrowers will
furnish, or cause to be furnished, to the Administrative Agent (with sufficient
copies for each Lender) an unaudited consolidated and consolidating balance
sheet of the U.S. Borrower and its Subsidiaries as of the end of such month and
consolidated statements of income and cash flow of the U.S. Borrower and its
Subsidiaries for such month and for the period commencing at the end of the
previous Fiscal Year and ending with the end of such month, and including (in
each case), in comparative form the figures for the corresponding month in, and
year to date portion of, the immediately preceding Fiscal Year, certified by the
chief financial or accounting Authorized Officer (including the treasurer) of
the U.S. Borrower to present fairly, complete and correct in all material
respects the financial condition of the U.S. Borrower, subject to the same type
of adjustments made in connection with the delivery to the Administrative Agent
of the internally prepared quarterly financial statements and other normal
year-end adjustments.”

           

          (l) Section
7.2.2 is hereby amended by deleting in its entirety clause (i) contained therein
and substituting in lieu thereof “(i) [reserved]”;

           

          (m) Section
7.2.2(j) is hereby amended by inserting the following parenthetical immediately
after the “$30,000,000” contained therein:

           

          “(but in
the case any Indebtedness incurred after the Sixth Amendment Effective Date, no
more than $5,000,000 in the aggregate at any time outstanding)”

           

          (n) Section
7.2.3(k) is hereby amended by inserting the following parenthetical immediately
after the “$30,000,000” contained therein:

           

          “(but in
the case any Liens securing Indebtedness incurred after the Sixth Amendment
Effective Date, no more than $5,000,000 in the aggregate)”

           

          (o) Section
7.2.4(a) is hereby amended and restated in its entirety, for the period
commencing with the Sixth Amendment Effective Date, to read as
follows:

           

          “(a) the
Borrowers will not permit the Leverage Ratio as of the last day of any Fiscal
Quarter occurring during any period set forth below to be greater than the ratio
set forth opposite such period:

           

          
            	
                    
                      
                        Period

                      

                    

                  	
                    
                      
                        Leverage
      Ratio

                      

                    

                  
	 	 
	
                    The
      fourth Fiscal Quarter of 2007

                  	
                    
                      5.30:1

                    

                  
	 	 
	
                    Beginning
      of the first Fiscal Quarter of 2008 through (and including) the end of the
      second Fiscal Quarter of 2008

                  	
                    
                      6.25:1

                    

                  
	 	 
	
                    The
      third Fiscal Quarter of 2008

                  	
                    
                      6.25:1

                    

                  
	 	 
	
                    Beginning
      of the fourth Fiscal Quarter of 2008 and thereafter

                  	
                    
                      5:50:1”

                    

                  


          

          


          
            
              
              

            

            
              
              

            

            
              6

            

          

           

          (p) Section
7.2.4(c) is hereby amended and restated in its entirety, for the period
commencing with the Sixth Amendment Effective Date, to read as
follows:

           

          “(c) the Borrowers will not permit the
Interest Coverage Ratio as of the last day of any Fiscal Quarter occurring
during any period set forth below to be less than the ratio set forth opposite
such period:

           

          
            	
                    
                      Period

                    

                  	
                    
                      
                        Interest Coverage
      Ratio

                      

                    

                  
	 	 
	
                    The
      fourth Fiscal Quarter of 2007

                  	
                    2.15:1

                  
	 	 
	
                    Beginning
      of the first Fiscal Quarter of 2008 through (and including) the end of the
      second Fiscal Quarter of 2008

                  	
                    1.65:1

                  
	 	 
	
                    Beginning
      of the third Fiscal Quarter of 2008 and thereafter

                  	
                    1.75:1”

                  


          

          


           

          (q) Section
7.2.4(d) is hereby amended by deleting the dollar amount “$65,000,000” contained
therein and substituting in lieu thereof the dollar amount
“$50,000,000”.

           

          (r) Section
7.2.9(b) is hereby amended and restated in its entirety, for the period
commencing with the effective date of this Amendment, to read as
follows:

           

          “(b)  a
Disposition of assets or a series of related Dispositions of assets (other than
with respect to a Disposition of the Crewe facility of the Borrowers) for fair
value in cash as to which the aggregate sale price does not exceed $10,000,000
for all such Dispositions since the Sixth Amendment Effective Date; provided that in any
event the Net Disposition Proceeds from the Disposition of assets pursuant to
this clause (b)
shall have been applied in accordance with clause (f) of Section 3.1.1 (in the
case of any prepayments resulting from a Disposition consummated after the
Refinancing Trigger Date, with a corresponding permanent reduction in the amount
of the Revolving Loan Commitments to the extent required thereby) and in
accordance with Section
3.1.2.”

           

          (s) Section
8.1.3 is hereby amended by deleting the “or” appearing immediately before “7.1.9” contained
therein and substituting in lieu thereof a comma and inserting “, 7.1.13 or 7.1.14” therein
immediately after “7.1.9” and
immediately before “or Section 7.2”
contained therein.

           

          
            
              
              

            

            
              
              

            

            
              7

            

          

           

          (t) Article X
is hereby amended by deleting in its entirety Section 10.5 contained therein and
substituting in lieu thereof “Section 10.5 Reserved.”.

           

          SECTION
2. Conditions of
Effectiveness.  This Amendment shall be effective as of the
date first above written when, and only when, (a) the U.S. Borrower shall have
paid, on or before March 5, 2008, to the Administrative Agent for the ratable
account and benefit of each Lender executing this Amendment on or before 5:00
p.m. Eastern time on March 5, 2008, a fee equal to 0.25% of the Total Exposure
Amount of each such Lender and (b) the Administrative Agent shall have received,
on or before March 5, 2008, the following documents, each such document (unless
otherwise specified) dated the date of receipt thereof by the Administrative
Agent (unless otherwise specified) and in sufficient copies for each Lender, in
form and substance satisfactory to the Administrative Agent:

           

          (i) Counterparts
of this Amendment executed by each Borrower, each Subsidiary Guarantor and the
Required Lenders or, as to any of the Required Lenders, advice satisfactory to
the Administrative Agent that such Required Lender has executed this
Amendment;

           

          (ii) Counterparts
of the Consent and Confirmation attached hereto executed by each Subsidiary
Guarantor;

           

          (iii) Evidence
reasonably satisfactory to the Administrative Agent that any and all expenses of
counsel to the Administrative Agent outstanding since the date of its last
invoice as well as all expenses in connection with this Amendment shall have
been paid in full in accordance with Section 10.3 of the
Credit Agreement; and

           

          (iv) A
certificate signed by a duly authorized officer of each Borrower stating
that:

           

          (A) All
representations and warranties made by such Borrower in Section 3 hereof and in
the Credit Agreement (as amended hereby) and the other Loan Documents are true
and correct in all material respects as of the date hereof as if made on the
date hereof (unless stated to relate solely to an earlier date, in which case
such representations and warranties shall be true and correct in all material
respects as of such earlier date); and

           

          (B) after
giving effect to the amendments contemplated by Section 1 above, no Default
shall have occurred and be continuing.

           

          SECTION
3. Representations and
Warranties of the
Borrowers.  Each Borrower represents and warrants as
follows:

           

          (a) Such
Borrower and each Subsidiary Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization.

           

          (b) The
execution, delivery and performance by such Borrower of this Amendment and the
Loan Documents, as amended hereby, and by each Subsidiary Guarantor of the
Consent and Confirmation attached hereto, are in each case within such Person’s
powers, have been duly authorized by all necessary action, and do not result in
a default under or contravene any such Person’s Organic Documents.

           

          
            
              
              

            

            
              
              

            

            
              8

            

          

           

          (c) No
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority or other Person (other than those that have been duly
obtained or made and which are in full force and effect) is required for the due
execution, delivery or performance by such Borrower of this Amendment or any of
the Loan Documents, as amended hereby, to which it is or is to be a party, or by
each Subsidiary Guarantor of the Consent and Confirmation attached
hereto.

           

          (d) This
Amendment has been duly executed and delivered by such Borrower, and the Consent
and Confirmation attached hereto has been duly executed and delivered by each
Subsidiary Guarantor.  This Amendment and each of the other Loan
Documents, as amended hereby, to which such Borrower is a party, and the Consent
and Confirmation attached hereto, are legal, valid and binding obligations of
such Borrower or such Subsidiary Guarantor, as applicable, enforceable against
such entity in accordance with their respective terms (except, in any case, as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally and by
general principles of equity).

           

          SECTION
4. Reference to and Effect on
the Loan Documents.  (a)  On and after the
effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to “the Credit 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.

           

          (b) The
Credit Agreement (including, without limitation, the guarantees by the Borrowers
set forth in Section
4.10 thereof), the Notes and each of the other Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and
confirmed.  Without limiting the generality of the foregoing, the
Collateral Documents and all of the Collateral described therein do and shall
continue to secure the payment of all Obligations of the Loan Parties under the
Loan Documents, in each case as amended by this Amendment.

           

          (c) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Administrative Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.

           

          SECTION
5. Costs and
Expenses.  The Borrowers agree to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Administrative Agent (including, Shearman and Sterling LLP and Wragge &
Co LLP)) in accordance with the terms of Section 10.3 of
the Credit Agreement.

           

          SECTION
6. Covenant to Retain Financial
Advisors.

           

          (a) The
Borrowers hereby acknowledge and agree that if the Borrowers fail to consummate
the Refinancing prior to the Refinancing Trigger Date, the Administrative Agent
shall retain, on behalf of the Lenders, a third party financial advisor (the
“Financial
Advisor”) to review the current business plan of the Borrowers and other
financial information necessary in connection therewith and advise the
Administrative Agent and the Lenders in connection therewith.  In
connection with the foregoing, the Borrowers hereby acknowledge and


           

          
            
              
              

            

            
              
              

            

            
              9

            

          

           

          agree to
(i) upon reasonable prior notice from the Administrative Agent to the U.S.
Borrower, provide the Financial Advisor with commercially reasonable access to
all books and records and other reasonably related documents and facilities of
the Borrowers and their respective Subsidiaries as well as all reasonable access
to affiliates of the Borrowers and their respective Subsidiaries to discuss such
plan and (ii) deliver to the Financial Advisor all written information and
reports as reasonably requested by the Financial Advisor within a reasonable
time after such request.  Following the Refinancing Trigger Date, the
Administrative Agent may request that the Financial Advisor, or another third
party financial advisor retained in lieu of the Financial Advisor, review
financial, cash flow, cash position and performance reports and other
information of the Borrower as well as carryout such other services as may be
reasonably related thereto.

          
             

          

          (b) The
Borrowers acknowledge and agree to pay on demand all actual and reasonable costs
and expenses of the Administrative Agent and the Financial Advisor (or another
third party financial advisor retained in lieu of the Financial Advisor)
incurred in connection with the performance of services described in the
foregoing clause (a).

           

          (c) In the
event that the Borrowers fail to perform any of the obligations set forth in
this Section 6, such failure shall be deemed to be an Event of Default in
accordance with Article VIII of the Credit Agreement.

           

          SECTION
7. Execution in
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 shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.  Delivery of
an executed counterpart of a signature page to this Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this
Amendment.

           

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

           

        

      

      
        
          
          

        

        
          
          

        

        
          
          

        

      

    

     

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

    

       

      CHESAPEAKE
CORPORATION

       

      By /s./ Joel K.
Mostrom

      Name:
Joel K Mostrom

      Title:
Executive Vice President & Chief Financial Officer

       

       

      CHESAPEAKE
U.K. HOLDINGS LIMITED

       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Director

       

       

      CHESAPEAKE
U.K. ACQUISITIONS PLC

       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Director

       

       

      BOXMORE
INTERNATIONAL LIMITED

       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Director

       

       

      CHESAPEAKE
PLC (FORMERLY KNOWN AS

      FIELD
GROUP PLC)

       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Director

       

       

      
        
          
          

        

        
          
          

        

        
          
          

        

      

      


       

      Agreed as
of the date first above written:

       

       

      WACHOVIA
BANK, NATIONAL ASSOCIATION,

      as a
Lender and Administrative Agent

       

      
        By /s/ Jill W.
Akre

        Name:
Jill W. Akre

        Title:
Managing Director

      

       

       

      
        
          
          

        

        
          
          

        

        
          
          

        

      

       

    

    


     

    CONSENT
AND CONFIRMATION

     

    


     

    Dated as
of March 5, 2008

    
 

    
      
        
          Each of
the undersigned hereby consents to the foregoing Amendment and hereby (a)
confirms and agrees that notwithstanding the effectiveness of such Amendment,
each Loan Document to which it is a party 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 such Amendment, each reference in the
Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of
like import shall mean and be a reference to the Credit Agreement, as amended by
such Amendment, (b) confirms and agrees that the pledge and security interest in
the Collateral granted by it pursuant to the Collateral Documents to which it is
a party shall continue in full force and effect, and (c) acknowledges and agrees
that such pledge and security interest in the Collateral granted by it pursuant
to such Collateral Documents shall continue to secure the Obligations purported
to be secured thereby, as amended or otherwise affected hereby.

           

          This
Consent and Confirmation shall be governed by, and construed in accordance with,
the laws of the State of New York.  Each of the undersigned hereby
irrevocably submits to the non-exclusive jurisdiction of the courts of the State
of New York, New York county and the courts of the United States of America
located in the Southern District of New York and hereby agrees that any legal
action, suit or proceeding arising out of or relating to the foregoing Amendment
and this Consent and Confirmation may be brought against them in any such
courts.  This Consent and Confirmation may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same
agreement.  Delivery of an executed counterpart of a signature page to
this Consent and Confirmation by telecopier shall be effective as delivery of a
manually executed counterpart of this Consent and
Confirmation.


        

         


        
          
             


          

          
             


          

           

        



    

    CARY ST.
COMPANY

    
       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Director



    CHESAPEAKE
DISPLAY AND PACKAGING COMPANY

    
       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Secretary


    

    
 

    CHESAPEAKE
FOREST PRODUCTS LLC

    
       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Secretary


    

    
 

    CHESAPEAKE
INTERNATIONAL HOLDING COMPANY

    
       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Secretary


    

    
 

    DELMARVA
PROPERTIES, INC.

    
       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Secretary


    

    
 

    CHESAPEAKE
PRINTING AND PACKAGING COMPANY

    
       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Secretary


    

    
 

    STONEHOUSE
INC.

    
       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Secretary


    

    
 

    WTM I
COMPANY

     

    
      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Vice President