1

 
amended, restated, supplemented or otherwise modified from time to time. Unlessspecifically excluded, the Supplemental New Borrower Mortgage shall be a New BorrowerMortgage.     “New Borrowers” means (a) Bowater Alabama LLC (formerly known as Bowater Alabama,Inc.), an Alabama limited liability company (the “Coosa Pines Borrower”), (b) BowaterNewsprint South LLC, a Delaware limited liability company (“BNS Holdings”) and (c) BowaterNewsprint South Operations LLC (formerly known as Bowater Newsprint South, Inc.), aDelaware corporation and the successor by merger to Bowater Mississippi, LLC (the“Grenada Borrower”).          (ii) adding the following new definition in proper alphabetical order:     “Supplemental New Borrower Mortgage” means that certain mortgage, deed oftrust, 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 BorrowerMortgagor”), in the Coosa Pines Mill or Coosa Pines Real Property to the interests ofthe Administrative Agent and the Canadian Administrative Agent therein, in each case inform and substance reasonably satisfactory to the Administrative Agent and the CanadianAdministrative Agent and executed by the Supplemental New Borrower Mortgagor in favor ofthe Administrative Agent, for the ratable benefit of the Secured Parties and the CanadianSecured Parties, as amended, restated, supplemented or otherwise modified from time totime.     “Supplemental New Borrower Mortgagor” has the meaning set forth in thedefinition of Supplemental New Borrower Mortgage.          (b) Amendment to Section 5.3. The following new subsection (d) shall be added toSection 5.3:     “(d) Delivery of Documentation Pursuant to Section 8.10(e)(ii). If therequested borrowing, conversion or continuation of any Loan or the requested issuance orextension of any Letter of Credit would cause the aggregate principal amount of allObligations outstanding as of the date of such borrowing, conversion, continuation,issuance or extension (after giving effect to the requested borrowing, conversion, continuation shall have received each item required to be delivered thereto pursuant to Section8.10(e)(ii)(A), 8.10(e)(ii)(B), 8.10(e)(ii)(C) and8.10(e)(ii)(D). in all cases, in accordance with the terms and provisions thereof(or as such terms and conditions may be amended, modified or waived in accordance with theterms of Section 13.2).”     (c) Amendment to Section 8.10. Clause (ii) of subsection (e) of Section 8.10 of theCredit Agreement is hereby amended and restated as follows:          “(ii) New Borrower Loan Documentation.
 

 
     (A) As soon as practicable, but in no event later than April 15, 2008, the AdministrativeAgent shall have received:     (1) evidence satisfactory to the Administrative Agent that the Borrower shall bediligently pursuing in good faith the rendering of the solvency opinions referred to inSections 8.10(e)(ii)(B) and 8.10(e)(ii)(C) by a third party consultantreasonably acceptable to the Administrative Agent (including having delivered to such thirdparty consultant all financial and other information necessary to provide the basis for thedelivery of such solvency opinion); and     (2) information, in form and substance reasonably satisfactory to the AdministrativeAgent, confirming (x) that the New Borrowers own, free and clear of any Liens, the NewBorrower Fixed Assets and (y) the ability of the New Borrowers to grant to theAdministrative Agent, on behalf of the Secured Parties and the Canadian Secured Parties, aperfected first priority security interest in the New Borrower Fixed Assets without theconsent or approval of any third Person; and     (B) As soon as practicable, but in no event later than May 15, 2008, the Administrative Agentshall have received:     (1) a copy of a solvency opinion from Houlihan Lokey Howard & Zukin Financial Advisors,Inc. or another opinion provider reasonably acceptable to the Administrative Agent as to thesolvency of the Original Borrower after giving effect to the New Borrower Transactions andthe transactions contemplated by the Fourth Amendment, this Agreement and the joinderagreement referred to in clause (2) below and such other matters as the Lenders shallrequest (which such opinion shall expressly permit reliance (or be accompanied by a letter,in form and substance satisfactory to the Administrative Agent, executed by the opinionprovider that expressly permits reliance) by the Administrative Agent, the Lenders and anysuccessors and assigns of the Administrative Agent or any Lender);     (2) a duly executed joinder agreement, in form and substance reasonably satisfactory tothe Administrative Agent, joining each New Borrower to the Credit Agreement, the Intercompany Subordination Agreement and any otherapplicable Loan Documents;     (3) such updated Schedules to the Loan Documents as requested by the AdministrativeAgent or the Canadian Administrative Agent with regard to the New Borrowers (including,without limitation, an updated Schedule 6.1 (b));
 

 
     (4) a certificate of a Responsible Officer of each NewBorrower certifying as to theincumbency and genuineness of the signature of each officer of each New Borrower executing the LoanDocuments 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 Borrowerand all amendments thereto, certified as of a recent date by the appropriate Governmental Authorityin its jurisdiction of incorporation or formation, (x) the bylaws or other governing document ofeach New Borrower as in effect on the date hereof, (y) resolutions duly adopted by the board ofdirectors or other governing body of each New Borrower authorizing the transactions contemplatedhereunder and the execution, delivery and performance of this Agreement and the other LoanDocuments to which it is a party, and (z) certificates as of a recent date of the good standing ofeach New Borrower under the laws of its jurisdiction of incorporation or formation;     (5) an originally executed counterpart of a collateral agreement, in form and substancesatisfactory to the Administrative Agent, executed by each New Borrower in favor of theAdministrative Agent and the other Secured Parties and all other Security Documents entered into inconnection therewith (the “New Borrower Security Documents”), together with all schedules,exhibits and annexes thereto;     (6) all filings and recordations that are necessary to perfect the security interests of theAdministrative Agent, on behalf of itself and the other Secured Parties, in the Collateral grantedby each New Borrower under the New Borrower Security Documents and evidence satisfactory to theAdministrative Agent that upon such filings and recordations such security interests constitutevalid and perfected first priority Liens therein;     (7) the results of a Lien search (including a search as to judgments, pending litigation andtax matters) made against each New 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 Borrower, indicating among other things that the assets of each New Borrower are free andclear of any Liens (except Permitted Liens);     (8) evidence in form and substance reasonably satisfactory to the Administrative Agentconfirming: (x) the adequacy and effectiveness of the property and liability insurance coverage ofthe Borrower (including, without limitation, coverage of each New Borrower) and its Subsidiariesand (y) the interest of the Administrative Agent (as loss payee and additional insured and, withrespect to the real property subject to the New Borrower Mortgages (other than the Supplemental NewBorrower Mortgage), as mortgagee) with respect to such insurance coverage;
 

 
     (9) a duly executed counterpart of each New Borrower Mortgage (other than the SupplementalNew Borrower Mortgage);     (10) all filings and recordations that are necessary to perfect the security interests ofthe Administrative Agent, on behalf of itself, the other Secured Parties and the CanadianSecured Parties, in the Collateral granted by each New Borrower under each New BorrowerMortgage (other than the Supplemental New Borrower Mortgage) and evidence satisfactory to theAdministrative Agent that upon such filings and recordations such security interests constitutevalid and perfected first priority Liens therein;     (11) duly executed copies of amended and restated Notes to replace the Notes issued to theapplicable Lenders on or prior to the date each New Borrower is joined pursuant to clause (2)above;     (12) the original New Borrower Note, along with a blank endorsement executed by theOriginal Borrower (which such endorsement shall be in form and substance satisfactory to theAdministrative Agent);     (13) favorable opinions of counsel of each New Borrower addressed to the AdministrativeAgent and the Lenders with respect to the New Borrowers, this Agreement, each of the NewBorrower Mortgages (other than the Supplemental New Borrower Mortgage) and the other LoanDocuments to which the New Borrowers are a party and such other matters as the Lenders shallreasonably request (which such opinions shall expressly permit reliance by successors andassigns of the Administrative Agent or any Lender); and     (14) such other instruments, documents and certificates as the Administrative Agent shallreasonably request.     (C) As soon as practicable, but in no event later than May 22,2008, the Administrative Agentshall have received a copy of a solvency opinion from Houlihan Lokey Howard & ZukinFinancialAdvisors, Inc. or another opinion provider reasonably acceptable to theAdministrative Agent as to thesolvency of each of the New Borrowers (other than BNSHoldings if BNS Holdings is a holding company thatholds only the Capital Stock of the Coosa Pines Borrower and the Grenada Borrower and has nocreditors other than the Lenders), in each case after giving effect to the New BorrowerTransactionsand the transactions contemplated by the Fourth Amendment, this Agreement and the joinderagreementreferred to in Section 8.10(e)(ii)(B)(2) above and such other matters as theLenders shallrequest (which such opinion shall expressly permit reliance (or beaccompanied by a letter, in formand substance satisfactory to the Administrative Agent, executed by the opinion provider thatexpressly permits reliance) by the Administrative Agent, the Lenders and any successors andassigns of theAdministrative Agent or any Lender).
 

 
     (D) As soon as practicable, but in no event later than May 30, 2008, the Administrative Agentshall have received:     (1) to the extent reasonably requested by the Administrative Agent, evidence in formand substance reasonably satisfactory to the Administrative Agent confirming the interest ofthe Administrative Agent as loss payee, additional insured and mortgagee with respect to theCoosa Pines Mill and Coosa Pines Real Property subject to the Supplemental New BorrowerMortgage;     (2) a duly executed counterpart of the Supplemental New Borrower Mortgage;     (3) all filings and recordations that are necessary to perfect the security interestsof the Administrative Agent, on behalf of itself, the other Secured Parties and the CanadianSecured Parties, in the Collateral granted by the Supplemental New Borrower Mortgagor, andevidence satisfactory to the Administrative Agent that upon such filings and recordationssuch security interests constitute valid and perfected first priority Liens therein (or, tothe extent acceptable to the Administrative Agent, evidence satisfactory to theAdministrative Agent that upon delivery of the Supplemental New Borrower Mortgage, allright, title and interest of the Supplemental New Borrower Mortgagor shall be subordinatedin all respects to the security interests of the Administrative Agent, on behalf of itself,the other Secured Parties and the Canadian Secured Parties, with respect to the interestssubject to the Supplemental New Borrower Mortgage);     (4) favorable opinions of counsel of the Supplemental New Borrower Mortgagor addressedto the Administrative Agent and the Lenders with respect to the Supplemental New BorrowerMortgage and such other matters as the Lenders shall reasonably request (which such opinionsshall expressly permit reliance by successors and assigns of the Administrative Agent or anyLender); and     (5) such other instruments, documents and certificates as the Administrative Agentshall reasonably request.     (E) Within forty-five (45) days of the date upon which each New Borrower is joined as a CreditParty pursuant to Section 8.10(e)