First Amendment to Credit Agreement, dated July 21, 2005



 EXHIBIT 10.7 
  
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of July 21, 2005 is entered
into by and among THE NEWARK GROUP, INC., a New Jersey corporation (the “Company”), NEWARK GROUP INTERNATIONAL B.V., a private company with its corporate seat in Amsterdam, the Netherlands (the “Subsidiary
Borrower” and together with the Company, each a “Borrower” and collectively, the “Borrowers”), the undersigned Lenders (which Lenders constitute the Required Lenders) and Wachovia Bank, National
Association, as Administrative Agent for the Lenders (the “Administrative Agent”). 
  
 RECITALS 
  
 WHEREAS, the Borrowers, the Lenders and the Administrative Agent, are parties to that certain Credit Agreement dated as of March 12, 2004 (as such agreement has from time to time been amended, supplemented or otherwise modified, the
“Credit Agreement”); 
  
 WHEREAS, the
Borrowers have indicated that their obligations for the payment of rent under Operating Leases exceed the current limitations in Section 6.14 of the Credit Agreement and have requested a one-time waiver of those limitations; 
  
 WHEREAS, the Credit Parties have requested certain amendments to the
Credit Agreement; 
  
 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: 
  
 AGREEMENT 
  
 1. Definitions. Capitalized terms used in this Agreement, unless otherwise defined herein, shall have the meaning ascribed to such terms in
the Credit Agreement. 
  
 2. Waiver.
Notwithstanding the provisions of the Credit Agreement to the contrary, the Lenders hereby waive on a limited, one-time basis the requirements of Section 6.14 of the Credit Agreement and compliance with those requirements from the Closing Date
through the date of this Agreement. 
  
 3.
Amendments. The Credit Agreement is hereby amended as follows: 
  
 (a) Section 6.10 of the Credit Agreement is hereby amended by deleting clause (d) thereof in its entirety and replacing it with the following: 
  
 “(d) provided that no Default or Event of Default has occurred and is continuing at such time or
would be directly or indirectly caused as a result thereof and the Credit Parties will be in compliance with the financial covenants set forth in Section 5.9 after giving effect to any such payment, to make Restricted Payments (i) pursuant to and in
accordance with the ESOP Plan, (ii) to Fred G. von Zuben in connection with Subordinated Debt issued by the Borrower and permitted under Section 6.1(i) and (iii) in respect of the Company’s existing stock appreciation rights and stock option
programs in an aggregate amount not to exceed $850,000 in any fiscal year; provided further the aggregate amount of all such Restricted Payments made under subclauses (i), (ii) and (iii) of this clause (d) shall not exceed $7,000,000 in any
fiscal year.” 
  
 (b) Section 6.14 of the Credit Agreement is
hereby amended by deleting the reference to “$5,000,000” and replacing it with “$6,500,000”. 







 4. Conditions. The effectiveness of this Agreement is subject to the following conditions
precedent: 
  
 (a) The Credit Parties and the Required Lenders
shall have executed and delivered this Agreement; and 
  
 (b) No
Default or Event of Default shall have occurred and be continuing under the Credit Agreement after giving effect to Paragraph 2 hereof. 
  
 5. Representations and Warranties. To induce the Administrative Agent and Lenders to enter into this Agreement, each Credit Party represents
and warrants to the Administrative Agent and Lenders that (i) the representations and warranties contained in Article III of the Credit Agreement are true and correct on and as of the date hereof as though made on and as of such date (except for
those representations and warranties which by their terms relate solely to an earlier date) both before and after giving effect to the provisions contained herein, (ii) no Default or Event of Default exists under the Credit Agreement on and as of
the date hereof after giving effect to the provisions contained herein, (iii) it has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (iv) this Agreement has been duly executed and delivered and
constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (v) no consent, approval, authorization or order of, or filing,
registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance of this Agreement, (vi) the Security Documents continue to create a valid security interest
in, and Lien upon, the Collateral in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than
Permitted Liens and (vii) the Credit Party Obligations are not reduced or modified by this Agreement and are not subject to any offsets, defenses or counterclaims. 
  
 6. References. Any reference to the Credit Agreement contained in any document, instrument or agreement
executed in connection with the Credit Agreement shall be deemed to be a reference to the Credit Agreement as modified by this Agreement. This Agreement is a Credit Document executed pursuant to the Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement. 
  
 7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which
taken together shall be one and the same instrument. Delivery of executed counterparts of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered. 
  
 8. Reaffirmation, Etc. Except as expressly waived or otherwise
specifically provided, each and every representation, warranty, agreement, covenant, term and condition contained in the Credit Agreement or in any other document executed or delivered in connection therewith shall remain unamended, unmodified and
unwaived, is specifically ratified and affirmed, and shall continue to be in full force and effect in accordance with its respective terms. In addition, by their signature below, the Credit Parties consent to this Agreement, and hereby ratifies the
Credit Agreement and acknowledges and affirms (a) that it is bound by all of the terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations
(including, without limitation, the Guaranty, as applicable). 
  

 2 








 This Agreement shall be effective only to the extent specifically set forth herein and shall not (i) be
construed as a waiver of any breach or default other than as provided in Paragraph 2 hereof, (ii) affect the right of the Administrative Agent or the Lenders to demand compliance by the Borrowers and the other Credit Parties with all terms and
conditions of the Credit Agreement and the other Credit Documents in all other instances, (iii) be deemed a waiver of, amendment of, consent to or modification of any other term or provision of the Credit Agreement or of any transaction or future
action on the part of the Credit Parties requiring the Lenders’ consent or approval under the Credit Agreement, or (iv) be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the
Lenders’ exercise of any rights or remedies under the Credit Agreement or any other document executed or delivered in connection therewith, whether arising as a consequence of any event of default which may now exist or otherwise (other than as
provided in Paragraph 2 hereof), all such rights and remedies hereby being expressly reserved. 
  
 9. Governing Law. This Agreement shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York. 
  
 [Signatures are on the following page] 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by
their respective duly authorized officers on the date first written above. 
  

					
	COMPANY:	  	THE NEWARK GROUP, INC.
	 	  	A New Jersey corporation
			
	 	  	By:	 	 /s/ Joseph E. Byrne


	 	  	Name:	 	Joseph E. Byrne
	 	  	Title:	 	Vice President
		
	SUBSIDIARY BORROWER:	  	NEWARK GROUP INTERNATIONAL B.V.,
	 	  	a private company with limited liability with its corporate seat in Amsterdam, the Netherlands
			
	 	  	By:	 	 /s/ Joseph E. Byrne


	 	  	Name:	 	Joseph E. Byrne
	 	  	Title:	 	Vice President









					
	ADMINISTRATIVE AGENT AND LENDERS:	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 	 	as Administrative Agent and a Lender
			
	 	 	By:	 	 /s/ Andrew G. Payne


	 	 	Name:	 	Andrew G. Payne
	 	 	Title:	 	Director









			
	BANK OF AMERICA, N.A., formerly known as Fleet National Bank
		
	By:	 	 /s/ Fred P. Lucy, H


	Name:	 	Fred P. Lucy, H
	Title:	 	Vice President










			
	CITICORP USA, INC.
		
	By:	 	 /s/ Judy B. Land


	Name:	 	JUDY B. LAND
	Title:	 	VICE PRESIDENT










			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Amy Wiles, VP


	Name:	 	Amy Wiles
	Title:	 	Vice President










			
	US BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ John Holland


	Name:	 	John Holland
	Title:	 	Senior Vice President










			
	BANK LEUMI USA
		
	By:	 	 /s/ Iris Steinhardt


	Name:	 	Iris Steinhardt
	Title:	 	Vice President
		
	By:	 	 /s/ John Koeninsdeng


	Name:	 	John Koeninsdeng
	Title:	 	First Vice President










			
	PNC BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Timothy J. Hornickle


	Name:	 	Timothy J. Hornickle
	Title:	 	Vice President










			
	ISRAEL DISCOUNT BANK OF NEW YORK
		
	By:	 	 /s/ Ronald Bongiovanni


	Name:	 	Ronald Bongiovanni
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Roy Grossman


	Name:	 	Roy Grossman
	Title:	 	Senior Vice President










			
	RZB FINANCE LLC
		
	By:	 	 /s/ John A. Valiska


	Name:	 	JOHN A. VALISKA
	Title:	 	First Vice President
		
	By:	 	 /s/ Christoph Hoedl


	Name:	 	CHRISTOPH HOEDL
	Title:	 	Group Vice President










			
	WELLS FARGO FOOTHILL, LLC
		
	By:	 	 /s/ Eunnie Kim


	Name:	 	Eunnie Kim
	Title:	 	VP