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reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent andexecuted by the applicable New U.S. Borrower in favor of the U.S. Administrative Agent, forthe ratable benefit of the Secured Parties and the U.S. Secured Parties, as amended,restated, supplemented or otherwise modified from time to time. Unless specificallyexcluded, the Supplemental New U.S. Borrower Mortgage shall be a New U.S. BorrowerMortgage.     “New U.S. Borrowers” means (a) Bowater Alabama LLC (formerly known as BowaterAlabama, Inc.), an Alabama limited liability company (the “Coosa Pines U.S. Borrower”),(b) Bowater Newsprint South LLC, a Delaware limited liability company (“BNS Holdings”) and(c) Bowater Newsprint South Operations LLC (formerly known as Bowater Newsprint South,Inc.), a Delaware corporation and as successor by merger to Bowater Mississippi, LLC (the“Grenada U.S. Borrower”).     (ii) adding the following new definition in proper alphabetical order:     “Supplemental New U.S. Borrower Mortgage” means that certain mortgage, deed of trust,security agreement, subordination agreement or other real property security documentencumbering a fee interest in the Coosa Pines Mill and a leasehold interest in the CoosaPines Real Property or otherwise subordinating the interests of the Industrial DevelopmentBoard of the City of Childersburg, a public corporation duly organized and existing underthe laws of the State of Alabama (such Person, the “Supplemental New U.S. BorrowerMortgagor”), in the Coosa Pines Mill or Coosa Pines Real Property to the interests of theAdministrative Agent and the U.S. Administrative Agent therein, in each case in form andsubstance reasonably satisfactory to the Administrative Agent and the U.S. AdministrativeAgent and executed by the Supplemental New U.S. Borrower Mortgagor in favor of the U.S.Administrative Agent, for the ratable benefit of the Secured Parties and the U.S. SecuredParties, as amended, restated, supplemented or otherwise modified from time to time.     “Supplemental New U.S. Borrower Mortgagor” has the meaning set forth in the definitionof Supplemental New U.S. Borrower Mortgage.     (b) Amendment to Section 5.3. The following new subsection (d) shall be added to Section 5.3:     “(d) Delivery of Documentation Pursuant to Section 8.10(e)(i). If the requestedborrowing, conversion or continuation of any Loan or the requestedissuance or extension of any Letter of Credit would cause theaggregate principal amount of all Obligations outstanding as of the date of such borrowing, conversion, continuation, issuanceor extension (after giving effect to the requested borrowing, conversion, continuation,issuance or extension) to exceed C$91,500,000, the Administrative Agent shall have receivedeach item required to be delivered thereto pursuant to Section 8.l0(e)(i), in all cases, inaccordance with the terms and provisions thereof (or as such terms and conditions may beamended, modified or waived in accordance with the terms of Section 14.2).”
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     (c) Amendments to Section 8.10. Clauses (i) and (ii) of subsection (e) of Section 8.10of the Credit Agreement are hereby amended and restated as follows:“(i) (A) Concurrently with the delivery of the documentation required to bedelivered pursuant to Section 8.10(e)(ii)(A) of the U.S. Credit Agreement but in noevent later than April 15, 2008, the U.S. Administrative Agent shall have received:     (1) evidence satisfactory to the U.S. Administrative Agent that theU.S. Borrower shall be diligently pursuing in good faith the rendering ofthe solvency opinions referred to in Sections 8.10(e)(i)(B) and8.10(e)(i)(C) by a third party consultant reasonably acceptable to the U.S.Administrative Agent (including having delivered to such third partyconsultant all financial and other information necessary to provide thebasis for the delivery of such solvency opinion); and     (2) information, in form and substance reasonably satisfactory to theU.S. Administrative Agent, confirming (x) that the New U.S. Borrowers own,free and clear of any Liens, the New U.S. Borrower Fixed Assets and (y) theability of the New U.S. Borrowers to grant to the U.S. Administrative Agent,on behalf of the Secured Parties and the U.S. Secured Parties, a perfectedfirst priority security interest in the New U.S. Borrower Fixed Assetswithout the consent or approval of any third Person; and     (B) Concurrently with the delivery of the documentation required to bedelivered pursuant to Section 8.10(e)(ii)(B) of the U.S. Credit Agreement but in noevent later than May 15, 2008, the Administrative Agent shall have received:     (1) a copy of a solvency opinion from Houlihan Lokey Howard& Zukin Financial Advisors, Inc. or another opinion provider reasonablyacceptable to the Administrative Agent as to the solvency of theOriginal U.S. Borrower after giving effect to the New U.S. Borrower Transactionsand the transactions contemplated by the Fourth Amendment, thisAgreement and the joinder agreement referred to in clause (2) below andsuch other matters as the Lenders shall request (which such opinionshall expressly permit reliance (or be accompanied by a letter, in form andsubstance satisfactory to the Administrative Agent, executed by theopinion provider that (expressly permits reliance) by the AdministrativeAgent, the Lenders and any successors and assigns of the Administrative Agentor any Lender);     (2) a duly executed joinder agreement, in form and substancereasonably satisfactory to the Administrative Agent, joining each NewU.S. Borrower to Article XI of this Agreement (as a U.S. Borrower), theIntercompany Subordination Agreement and any other applicable LoanDocuments;
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     (3) such updated Schedules to the Loan Documents as requested by the Administrative Agent orthe U.S. Administrative Agent with regard to the New U.S. Borrowers (including, withoutlimitation, an updated Schedule 6.1(b));     (4) a certificate of a Responsible Officer of each New U.S. Borrower certifying as to theincumbency and genuineness of the signature of each officer of each New U.S. Borrower executing theLoan Documents to which it is a party and certifying that attached thereto is a true, correct andcomplete copy of (w) the articles or certificate of incorporation or formation of each New U.S.Borrower and all amendments thereto, certified as of a recent date by the appropriate GovernmentalAuthority in its jurisdiction of incorporation or formation, (x) the bylaws or other governingdocument of each New U.S. Borrower as in effect on the date hereof, (y) resolutions duly adopted bythe board of directors or other governing body of each New U.S. Borrower authorizing thetransactions contemplated hereunder and the execution, delivery and performance of this Agreementand the other Loan Documents to which it is a party, and (z) certificates as of a recent date ofthe good standing of each New U.S. Borrower under the laws of its jurisdiction of incorporation orformation;     (5) the results of a Lien search (including a search as to judgments, pending litigation andtax matters) made against each New U.S. Borrower under the Uniform Commercial Code (or applicablejudicial docket) as in effect in each jurisdiction in which filings or recordations under theUniform Commercial Code should be made to evidence or perfect security interests in all assets ofeach New U.S. Borrower, indicating among other things that the assets of each New U.S. Borrowerare free and clear of any Liens (except Permitted Liens);     (6) evidence in form and substance reasonably satisfactory to the Administrative Agentconfirming the interest of the U.S. Administrative Agent (as loss payee and additional insuredand, with respect to the real property subject to the New U.S. Borrower Mortgages (other than theSupplemental New U.S. Borrower Mortgage), as mortgagee) with respect to such insurance coverage;     (7) a duly executed counterpart of each New U.S. Borrower Mortgage (other than theSupplemental New U.S. Borrower Mortgage);     (8) all filings and recordations that are necessary to perfect the security interests of theU.S. Administrative Agent, on behalf of itself, the Secured Parties and the U.S. Secured Parties,in the Collateral granted by each New U.S. Borrower under each New U.S. Borrower Mortgage (otherthan the Supplemental New U.S. Borrower Mortgage) and evidence satisfactory to the AdministrativeAgent that upon such filings and recordations such security interests constitute valid andperfected first priority Liens therein;
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     (9) favorable opinions of counsel of each New U.S. Borrower addressed to theAdministrative Agent and the Lenders with respect to each New U.S. Borrower, thisAgreement, each of the New U.S. Borrower Mortgages (other than the Supplemental New U.S.Borrower Mortgage) and the other Loan Documents to which the New U.S. Borrowers are aparty and such other matters as the Lenders shall reasonably request (which such opinionsshall expressly permit reliance by successors and assigns of the Administrative Agent orany Lender); and     (10) such other instruments, documents and certificates as the Administrative Agentshall reasonably request.     (C) Concurrently with the delivery of the documentation required to be delivered pursuant toSection 8.10(e)(ii)(C) of the U.S. Credit Agreement but in no event later than May 22, 2008, theAdministrative Agent shall have received a copy of a solvency opinion from Houlihan Lokey Howard &Zukin Financial Advisors, Inc. or another opinion provider reasonably acceptable to theAdministrative Agent as to the solvency of each of the New U.S. Borrowers (other than BNS Holdingsif BNS Holdings is a holding company that holds only the Capital Stock of the Coosa Pines U.S.Borrower and the Grenada U.S. Borrower and has no creditors other than the U.S. Lenders), in eachcase after giving effect to the New U.S. Borrower Transactions and the transactions contemplatedby the Fourth Amendment, this Agreement and the joinder agreement referred to in Section8.10(e)(i)(B)(2) above and such other matters as the Lenders shall request (which such opinionshall expressly permit reliance (or be accompanied by a letter, in form and substance satisfactoryto the Administrative Agent, executed by the opinion provider that expressly permits reliance) bythe Administrative Agent, the Lenders and any successors and assigns of the Administrative Agentor any Lender).     (D) Concurrently with the delivery of the documentation required to be delivered pursuant toSection 8.10(e)(ii)(D) of the U.S. Credit Agreement but in no event later than May 30, 2008, theAdministrative Agent shall have received:     (1) to the extent reasonably requested by the AdministrativeAgent, evidence in form and substance reasonably satisfactory to theAdministrative Agent confirming the interest of the U.S. AdministrativeAgent as loss payee, additional insured and mortgagee with respect to theCoosa Pines Mill and Coosa Pines Real Property subject to the Supplemental New U.S. Borrower Mortgage;     (2) a duly executed counterpart of the Supplemental New U.S. Borrower Mortgage;     (3) all filings and recordations that are necessary to perfect the securityinterests of the U.S. Administrative Agent, on behalf of itself, the other SecuredParties and the U.S. Secured Parties, in the Collateral granted by the Supplemental NewU.S. Borrower Mortgagor, and evidence
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satisfactory to the Administrative Agent that upon such filings and recordationssuch security interests constitute valid and perfected first priority Lienstherein (or, to the extent acceptable to the Administrative Agent, evidencesatisfactory to the Administrative Agent that upon delivery of the SupplementalNew U.S. Borrower Mortgage, all right, title and interest of the Supplemental NewU.S. Borrower Mortgagor shall be subordinated in all respects to the securityinterests of the U.S. Administrative Agent, on behalf of itself, the other SecuredParties and the U.S. Secured Parties, with respect to the interests subject to theSupplemental New U.S. Borrower Mortgage);     (4) favorable opinions of counsel of the Supplemental New U.S. BorrowerMortgagor addressed to the Administrative Agent and the Lenders with respect to theSupplemental New U.S. Borrower Mortgage and such other matters as the Lenders shallreasonably request (which such opinions shall expressly permit reliance bysuccessors and assigns of the Administrative Agent or any Lender); and     (5) such other instruments, documents and certificates as the AdministrativeAgent shall reasonably request.     (ii) Within forty-five (45) days of the date upon which each New U.S. Borrower is joinedas a Credit Party pursuant to Section 8.10(e)(i)(B):     (A) a final title policy, insuring the first priority Liens of the Secured Parties andthe U.S. Secured Parties and showing no Liens prior to the Liens of the Secured Parties andthe U.S. Secured Parties (other than for ad valorem taxes not yet due and payable) andcontaining only such other customary title exceptions as are reasonably acceptable to theU.S. Administrative Agent, with title insurance companies acceptable to the U.S.Administrative Agent, on each of the Coosa Pines Mill Real Property and Grenada Mill RealProperty (it being agreed that the U.S. Borrower and its Subsidiaries shall provide orobtain any customary affidavits and indemnities as may be required or necessary to obtaintitle insurance satisfactory to the U.S. Administrative Agent);     (B) copies of all recorded documents creating exceptions to the title policiesreferred to in Section 8.10(e)(ii)(A);     (C) a certification form of a certification from the National Research Center, or anysuccessor ageney thereto, regarding each of the Coosa Pines Mill Real Property and the Grenada Mill Real Property;     (D) copies of as-built surveys of a recent date of each of the CoosaPines Mill Real Property and the Grenada Mill Real Property, in each case,certified as of a recent date by a registered engineer or land surveyor. Each suchsurvey shall be accompanied by an affidavit (a “Survey Affidavit”) of anauthorized signatory of the owner of such property stating that there have been noimprovements or encroachments to the property since the date of the respective
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survey such that the existing survey is no longer accurate. Each such survey shallshow the area of such property, all boundaries of the land with courses anddistances indicated, including chord bearings and arc and chord distances for allcurves, and shall show dimensions and locations of all easements, private drives,roadways, and other facts materially affecting such property, and shall show suchother details as the U.S. Administrative Agent may reasonably request, including,without limitation, any encroachment (and the extent thereof in feet and inches)onto the property or by any of the improvements on the property upon adjoining landor upon any easement burdening the property; any improvements, to the extentconstructed, and the relation of the improvements by distances to the boundaries ofthe property, to any easements burdening the property, and to the establishedbuilding lines and the street lines; and if improvements are existing, (x) astatement of the number of each type of parking space required by Applicable Laws,ordinances, orders, rules, regulations, restrictive covenants and easementsaffecting the improvement, and the number of each such type of parking spaceprovided, and (y) the locations of all utilities serving the improvement;     (E) a Phase I environmental assessment and such other environmentalreport reasonably requested by the U.S. Administrative Agent regarding each ofthe Coosa Pines Mill Real Property and the Grenada Mill Real Property, in eachcase prepared by an environmental engineering firm acceptable to the U.S.Administrative Agent showing no environmental conditions in violation ofEnvironmental Laws or liabilities under Environmental Laws, either of whichcould reasonably be expected to have a Material Adverse Effect; and     (F) such other certificates, documents and information (including,without limitation, engineering and structural reports, permanent certificatesofoccupancy and evidence of zoning compliance, in each case, with respect toeachof the Coosa Pines Mill Real Property and the Grenada Mill Real Property) asmay be reasonably requested by the U.S. Administrative Agent, all in form,consent and scope reasonably satisfactory to the U.S. Administrative Agent.”     (c) Amendment to Section 12.1 (d). Section 12.1 (d) of the Credit Agreement ishereby amended and restated in its entirety as follows:     “(d) The U.S. Borrower, the Borrower or any other Credit Party shall default in theperformance or observance of any covenant or agreement contained in Sections 5.4,          3. Conditions to Effectiveness. Upon the satisfaction of each of the followingconditions, this Agreement shall be deemed to be effective as of the date hereof:     (a) the U.S. Administrative Agent shall have received counterparts of this Agreement executedby the Administrative Agent (on behalf of itself and each of the Consenting Lenders by virtue ofeach Consenting Lender’s execution of a Lender Authorization), the Borrower, the Original U.S.Borrower, the Parent and the Grantors;
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     (b) the U.S. Administrative Agent shall have received executed Lender Authorizations fromthe requisite Consenting Lenders;     (c) the Administrative Agent shall have been reimbursed for all fees and out-of-pocketcharges and other expenses incurred in connection with this Agreement, including, withoutlimitation, the reasonable fees and disbursements of counsel for the Administrative Agent;     (d) the Administrative Agent shall have received a corresponding amendment to the U.S.Credit Agreement, in form and substance substantially consistent with this Agreement (withsuch changes as are applicable only to the U.S. Credit Agreement), duly executed by the U.S.Administrative Agent, the Original U.S. Borrower, the Parent, each U.S. Subsidiary Guarantorand the requisite Consenting Lenders (whether directly or through a lender authorization); and     (e) the Administrative Agent shall have received such other instruments, documents andcertificates as the Administrative Agent shall reasonably request in connection with theexecution of this Agreement.     4. Effect of the Agreement. Except as expressly provided herein, the Credit Agreement andthe other Loan Documents shall remain unmodified and in full force and effect. Except asexpressly set forth herein, this Agreement shall not be deemed (a) to be a waiver of, orconsent to, a modification or amendment of, any other term or condition of the CreditAgreement or any other Loan Document, (b) to prejudice any other right or rights which theAdministrative Agent or the Lenders may now have or may have in the future under or inconnection with the Credit Agreement or the other Loan Documents or any of the instruments oragreements referred to therein, as the same may be amended, restated, supplemented orotherwise modified from time to time, (c) to be a commitment or any other undertaking orexpression of any willingness to engage in any further discussion with the Borrower, the U.S.Borrower or any other Person with respect to any waiver, amendment, modification or any otherchange to the Credit Agreement or the Loan Documents or any rights or remedies arising infavor of the Lenders or the Administrative Agent, or any of them, under or with respect to anysuch documents or (d) to be a waiver of, or consent to or a modification or amendment of, anyother term or condition of any other agreement by and among the Borrower and the U.S.Borrower, on the one hand, and the Administrative Agent or any other Lender, on the otherhand. References in the Credit Agreement to “this Agreement” (and indirect references such as“hereunder”, “hereby”, “herein”, and “hereof) and in any Loan Document to the Credit Agreementshall be deemed to be references to the Credit Agreement as modified hereby.     5. Representations and Warrenties/No Default. By their execution hereof,     (a) the Borrower, the Original U.S. Borrower and each Grantor hereby certifies,represents and warrants to the Administrative Agent and the Lenders that after giving effectto the amendments set forth in Section 2 above, each of the representations and warranties setforth in the Credit Agreement and the other Loan Documents is true and correct in all materialrespects as of the date hereof (except to the extent that (i) any such representation orwarranty that is qualified by materiality or by reference to Material Adverse Effect, in whichcase such representation or warranty is true and correct in all respects as of the date hereofor (ii) any such representation or warranty relates only to an earlier date, in which casesuch representation or
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warranty shall remain true and correct as of such earlier date) and that no Default or Event ofDefault has occurred or is continuing;     (b) the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors herebycertifies, represents and warrants to the Administrative Agent and the Lenders that:     (i) it has the right, power and authority and has taken all necessary corporateand other action to authorize the execution, delivery and performance of this Agreementand each of the other documents executed in connection herewith to which it is a partyin accordance with their respective terms and the transactions contemplated hereby; and     (ii) this Agreement and each other document executed in connection herewith hasbeen duly executed and delivered by the duly authorized officers of the Borrower, theOriginal U.S. Borrower, the Parent and each of the Grantors, and each such documentconstitutes the legal, valid and binding obligation of the Borrower, the Original U.S.Borrower, the Parent and each of the Grantors, enforceable in accordance with its terms,except as may be limited by bankruptcy, insolvency, reorganization, moratorium orsimilar state or federal debtor relief laws from time to time in effect which affect theenforcement of creditors’ rights in general and the availability of equitable remedies.     6. Reaffirmations. Each Credit Party (a) agrees that the transactions contemplated by thisAgreement shall not limit or diminish the obligations of such Person under, or release suchPerson from any obligations under the Credit Agreement, the applicable Guaranty Agreement, theCollateral Agreement and each other Security Document to which it is a party, (b) confirms andreaffirms its obligations under the Credit Agreement, the applicable Guaranty Agreement, theCollateral Agreement and each other Security Document to which it is a party and (c) agrees thatthe Credit Agreement, the applicable Guaranty Agreement, the Collateral Agreement and each otherSecurity Document to which it is a party remain in full force and effect and are hereby ratifiedand confirmed.     7. Acknowledgement by Parent. The Parent hereby acknowledges receipt of a copy of theCredit Agreement and agrees, for the benefit of the Administrative Agent and the SecuredParties, to be bound thereby and to comply with the terms thereof insofar as such terms areapplicable to it (including, without limitation, Sections 7.1(f), 10.6(i) and 12.1(o)).     8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK,WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.     9. Counterparts. This Agreement may be executed by one or more of the parties hereto in anynumber of separate counterparts and all of said counterparts taken together shall be deemed toconstitute one and the same instrument.     10. Electronic Transmission. A facsimile, telecopy, pdf or other reproduction of thisAgreement may be executed by one or more parties hereto, and an executed copy of this Agreementmay be delivered by one or more parties hereto by facsimile or similar instantaneous electronictransmission device pursuant to which the signature of or on behalf of such party can
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be seen, and such execution and delivery shall be considered valid, binding and effective for allpurposes. At the request of any party hereto, all parties hereto agree to execute an original ofthis Agreement as well as any facsimile, telecopy, pdf or other reproduction hereof.[Signature Pages Follow]
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as ofthe date and year first above written.      **BORROWER:**