Second Amendment, dated March 18, 2010, to the Credit Agreement



 Exhibit 10.1 

SECOND AMENDMENT 

SECOND AMENDMENT, dated as of March 18, 2010 (this “Amendment”), to the Credit Agreement, dated as of March 7,
2007 (as amended, supplemented or modified from time to time, the “Credit Agreement”), among Domtar Corporation, a Delaware corporation (the “Parent Borrower”), Domtar Paper Company, LLC, a Delaware limited
liability company, Domtar Inc., a Canadian corporation, the banks and other financial institutions or entities from time to time party thereto, Bank of America, N.A., Royal Bank of Canada and The Bank of Nova Scotia, as co-documentation agents,
Morgan Stanley Senior Funding, Inc., as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

W I T N E S S E T H: 

WHEREAS, the Parent Borrower has requested that amendments be made to the Credit Agreement as provided herein; and 

WHEREAS, the Administrative Agent and the Lenders are willing to effect such amendments, but only on the terms and conditions set forth
herein. 
 NOW, THEREFORE, the parties hereto hereby agree as follows: 

I. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
 II. Amendment to Section 7.14 (Optional Payments and Modifications of Certain Debt Instruments) of the
Credit Agreement. Section 7.14 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

The Parent Borrower will not, and will not permit any of its Subsidiaries to, (a) make or offer to make any optional
or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to Material Indebtedness other than with the proceeds of, or in exchange for, Permitted Refinancing
Indebtedness; or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Material Indebtedness or any Permitted Refinancing Indebtedness if any such
amendment, modification or waiver or other change, taken as a whole, is materially adverse to the interests of the Lenders, except the Parent Borrower and any of its Subsidiaries may, at any time and from time to time, make or offer to make any
optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to all or a portion of the 7.875% Debentures due 2011, the 5.375% Notes due 2013, the 7.125% Notes
due 2015, the 9.5% Notes due 2016 and the 10.75% Notes due 2017 so long as, at the time thereof and after giving effect thereto (including, for the avoidance of doubt, the use of proceeds of any Revolving Loans or Swingline Loans borrowed in
connection therewith), (i) the Consolidated Senior Secured Leverage Ratio determined on a pro forma basis is equal to or less than 1.50 to 1.00, (ii) the aggregate Available Revolving Commitments is equal to or more than 50% of the
Revolving Commitments and (iii) no Default or Event of Default shall have occurred and be continuing. 
 III. Conditions
to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) when the Borrowers, the Administrative Agent and the Required Lenders shall have executed and delivered this Amendment to the
Administrative Agent. 








 2 
  

 IV. General. 

1. Consideration. The Parent Borrower agrees to pay to the Administrative Agent for the account of each Lender that executes and
delivers its signature page to the Administrative Agent no later than 5:00 p.m. (ET) on March 19, 2010 an amendment fee equal to 0.25% of such Lender’s Revolving Commitment and Term Loans then outstanding, with such payment to be made no
later than March 22, 2010. 
 2. Representations and Warranties. To induce the Lenders to enter into this Amendment,
the Borrowers hereby represent and warrant to all of the Lenders as of the Amendment Effective Date (after giving effect to this Amendment) that: 

(a) No Default or Event of Default shall have occurred and be continuing; and 

(b) The representations and warranties made by any Loan Party in and pursuant to the Loan Documents are true and correct in all material
respects, after giving effect to this Amendment, on and as of the Amendment Effective Date as if made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall have been true and correct in all material respects as of such earlier date. 

3. Payment of Expenses. The Parent Borrower agrees to pay and reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with this Amendment, including without limitation, the reasonable fees and disbursement of one primary counsel to the Administrative Agent (and if necessary or, in the reasonable judgment of
the Administrative Agent, advisable, one local counsel in each relevant jurisdiction (which, for the avoidance of doubt, may include Canada)). 

4. No Other Modifications; Confirmation. Except as expressly modified hereby, the provisions of the Credit Agreement are and shall
remain in full force and effect. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any Loan Document in similar or different circumstances. 
 5. Governing Law; Counterparts.

 (a) This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York. 
 (b) This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof. 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first above written. 
 [Lender
Signature Pages Provided Separately] 








			
	 BANK OF AMERICA, N.A.,

as Co-Documentation Agent and as a Lender

		
	By:	 	/s/ Michael Balok
	 Name:
 Title:
	 	 Michael Balok
 Senior Vice
President



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 ROYAL BANK OF CANADA,

as Co-Documentation Agent and as a Lender

		
	By:	 	/s/ Suzanne Kaicher
	 Name:
 Title:
	 	 Suzanne Kaicher
 Attorney In
Fact



  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 THE BANK OF NOVA SCOTIA,

as Co-Documentation Agent and as a Lender

		
	By:	 	/s/ J.F. Todd
	 Name:
 Title:
	 	 J.F. Todd
 Managing Director




  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agent and as a Lender

		
	By:	 	/s/ Ryan Vetsch
	 Name:
 Title:
	 	 Ryan Vetsch
 Vice President




  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and as a Lender

		
	By:	 	/s/ Peter S. Predun
	 Name:
 Title:
	 	 Peter S. Predun
 Executive
Director



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Genesis CLO 2007-I Ltd.

As a Lender

		
	By:	 	Ore Hill Partners as Collateral Manager
		
	By:	 	/s/ Claude Baum
	 Name:
 Title:
	 	 Claude Baum
 General Counsel




  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	Rabobank Nederland, Canadian Branch
		
	By:	 	/s/ Raj Joshi
	 Name:
 Title:
	 	 Raj Joshi
 Vice President


		
	 By:
	 	 /s/ Rommel J. Domingo

	 Name:
 Title:
	 	 Rommel J. Domingo
 Executive
Director



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 The Sumitomo Trust and Banking Co., Ltd.,

New York Branch

		
	By:	 	/s/ Frances E. Wynne
	 Name:
 Title:
	 	 Frances E. Wynne
 Senior
Director



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 LANDESBANK BADEN-WURTTEMBERG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH

		
	By:	 	/s/ Francois Delangle
	 Name:
 Title:
	 	 Francois Delangle

VP

		 	
		
	 By:
	 	 /s/ Ralf Enders

	 Name:
 Title:
	 	 Ralf Enders

AVP



  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 ACA CLO 2005-1,
LTD                    
 By its
investment adviser Apidos Capital Management, LLC.

		
	By:	 	/s/ Vincent Ingato
	 Name:
 Title:
	 	 Vincent Ingato
 Managing
Director



  

			
	 ACA CLO 2006-1,
LTD.                    
 By its
investment adviser Apidos Capital Management, LLC.

		
	By:	 	/s/ Vincent Ingato
	 Name:
 Title:
	 	 Vincent Ingato
 Managing
Director



  

			
	 ACA CLO 2006-2,
LTD.                    
 By its
investment adviser Apidos Capital Management, LLC.

		
	By:	 	/s/ Vincent Ingato
	 Name:
 Title:
	 	 Vincent Ingato
 Managing
Director



  

			
	 ACA CLO 2007-1,
LTD.                    
 By its
investment adviser Apidos Capital Management, LLC.

		
	By:	 	/s/ Vincent Ingato
	 Name:
 Title:
	 	 Vincent Ingato
 Managing
Director



  

			
	 Apidos CDO
I                                    

By its investment adviser Apidos Capital Management, LLC.

		
	By:	 	/s/ Vincent Ingato
	 Name:
 Title:
	 	 Vincent Ingato
 Managing
Director



  

			
	 Apidos CDO
II                                  

By its investment adviser Apidos Capital Management, LLC.

		
	By:	 	/s/ Vincent Ingato
	 Name:
 Title:
	 	 Vincent Ingato
 Managing
Director



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Apidos CDO
III                    
 By its
investment adviser Apidos Capital Management, LLC.

		
	By:	 	/s/ Vincent Ingato
	 Name:
 Title:
	 	 Vincent Ingato
 Managing
Director



  

			
	 Apidos CDO
IV                      
 By
its investment adviser Apidos Capital Management, LLC.

		
	By:	 	/s/ Vincent Ingato
	 Name:
 Title:
	 	 Vincent Ingato
 Managing
Director



  

			
	 Apidos Quattro CDO            

By its investment adviser Apidos Capital Management, LLC.

		
	By:	 	/s/ Vincent Ingato
	 Name:
 Title:
	 	 Vincent Ingato
 Managing
Director



  

			
	 Apidos CDO
V                      
 By
its investment adviser Apidos Capital Management, LLC.

		
	By:	 	/s/ Vincent Ingato
	 Name:
 Title:
	 	 Vincent Ingato
 Managing
Director



  

			
	 Apidos Cinco
CDO                
 By its investment adviser Apidos
Capital Management, LLC.

		
	By:	 	/s/ Vincent Ingato
	 Name:
 Title:
	 	 Vincent Ingato
 Managing
Director



  
  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	GOLDMAN SACHS CREDIT PARTNERS L.P.
		
	By:	 	/s/ Andrew Caditz
	 Name:
 Title:
	 	 Andrew Caditz
 Authorized
Signatory



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	BLUEMOUNTAIN CLO I LTD.
		
	By:	 	BLUEMOUNTAIN CAPITAL MANAGEMENT LLC.
	
	Its Collateral Manager
	
	 
		
	By:	 	/s/ Michael Abatemarco
	 Name:
 Title:
	 	 Michael Abatemarco

Associate



  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	BLUEMOUNTAIN CLO II LTD.
		
	By:	 	BLUEMOUNTAIN CAPITAL MANAGEMENT LLC.
	
	Its Collateral Manager
	
	 
		
	By:	 	/s/ Michael Abatemarco
	 Name:
 Title:
	 	 Michael Abatemarco

Associate



  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	BLUEMOUNTAIN CLO III LTD.
		
	By:	 	BLUEMOUNTAIN CAPITAL MANAGEMENT LLC.
	
	Its Collateral Manager
	
	 
		
	By:	 	/s/ Michael Abatemarco
	 Name:
 Title:
	 	 Michael Abatemarco

Associate



  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 BABSON CLO LTD. 2004-II

BABSON CLO LTD. 2004-I
 BABSON CLO LTD. 2005-II

 BABSON CLO LTD. 2005-I
 SAPPHIRE
VALLEY CDO I, LTD.
 SUFFIELD CLO, LIMITED

BABSON CLO LTD. 2005-III
 BABSON CLO LTD. 2006-I

 BABSON CLO LTD. 2006-II
 BABSON CLO
LTD. 2007-I
 BABSON CLO LTD. 2008-I

BABSON CLO LTD. 2008-II
 BABSON LOAN OPPORTUNITY
CLO, LTD

		
	By:	 	Babson Capital Management LLC as Collateral Manager
		 	
		
	By:	 	/s/ Casey McKinney
		 	 Casey McKinney
 Director




  

			
	 MAPLEWOOD (CAYMAN) LIMITED

CASCADE INVESTMENT L.L.C

		
	By:	 	Babson Capital Management LLC as Investment Manager
		 	
		
	By:	 	/s/ Casey McKinney
		 	 Casey McKinney
 Director




  

			
	 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

MASSMUTUAL ASIA LIMITED
 BILL & MELINDA GATES
FOUNDATION TRUST
 C.M. LIFE INSURANCE COMPANY

		
	By:	 	Babson Capital Management LLC as Investment Adviser
		 	
		
	By:	 	/s/ Casey McKinney
		 	 Casey McKinney
 Director




  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	LATITUDE CLO II, LTD
		
	By:	 	/s/ Kirk Wallace
	 Name:
 Title:
	 	 Kirk Wallace
 Senior Vice
President



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	LATITUDE CLO III, LTD
		
	By:	 	/s/ Kirk Wallace
	 Name:
 Title:
	 	 Kirk Wallace
 Senior Vice
President



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








	
	WhiteHorse I, Ltd.
	 By WhiteHorse Capital Partners L.P.

As collateral manager

	By WhiteRock Asset Advisor, LLC, its G.P.


  

			
		
	By:	 	/s/ Jay Carvell
	 Name:
 Title:
	 	 Jay Carvell, CFA
 Portfolio
Manager



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








	
	WhiteHorse II, Ltd.
	 By WhiteHorse Capital Partners L.P.

As collateral manager

	By WhiteRock Asset Advisor, LLC, its G.P.


  

			
		
	By:	 	/s/ Jay Carvell
	 Name:
 Title:
	 	 Jay Carvell, CFA
 Portfolio
Manager



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








	
	WhiteHorse V, Ltd.
	 By WhiteHorse Capital Partners L.P.

As collateral manager

	By WhiteRock Asset Advisor, LLC, its G.P.


  

			
		
	By:	 	/s/ Jay Carvell
	 Name:
 Title:
	 	 Jay Carvell, CFA
 Portfolio
Manager



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	Del Mar CLO I, Ltd
	 By: Caywood-Scholl Capital Management

As Collateral Manager 



  

			
		
	By:	 	/s/ Tom Saake
	 Name:
 Title:
	 	 Tom Saake
 Managing Director




  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	DEUTSCHE BANK TRUST COMPANY AMERICAS
		
	By:	 	/s/ Enrique Landaeta
	 Name:
 Title:
	 	 Enrique Landaeta
 Vice
President

		
	By:	 	/s/ Erin Morrissey
	 Name:
 Title:
	 	 Erin Morrissey
 Vice
President



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Monumental Life Insurance Company

[Name of Lender]

		
	By:	 	/s/ John Bailey
	 Name:
 Title:
	 	 John Bailey
 Vice President




  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Avenue CLO IV, LTD.

Avenue CLO V, LTD.
 Avenue CLO VI,
LTD.

		
	By:	 	ING Alternative Asset Management LLC, as its investment manager
		
	By:	 	/s/ James L Essert
	 Name:
 Title:
	 	 James L Essert
 Vice
President



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








	
	
	ColumbusNova CLO Ltd. 2006-II
	[Name of Lender]


  

			
		
	By:	 	/s/ Benjamin Peterson
	 Name:
 Title:
	 	 Benjamin Peterson
 Associate
Director



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








	
	
	ColumbusNova CLO Ltd. 2007-I
	[Name of Lender]


  

			
		
	By:	 	/s/ Benjamin Peterson
	 Name:
 Title:
	 	 Benjamin Peterson
 Associate
Director



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








	
	
	ColumbusNova CLO IV Ltd. 2007-II
	[Name of Lender]


  

			
		
	By:	 	/s/ Benjamin Peterson
	 Name:
 Title:
	 	 Benjamin Peterson
 Associate
Director



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 CREDIT SUISSE LOAN FUNDING LLC

Name of Lender

		
	By:	 	/s/ Ian Landow
	 Name:
 Title:
	 	 Ian Landow
 Authorized
Signatory



  

			
		
	By:	 	/s/ Robert Healey
	 Name:
 Title:
	 	 Robert Healey

Director



  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 LightPoint CLO III, Ltd

[Name of Lender]
 By Neuberger Berman Fixed
Income LLC as collateral manager for the lender

		
	By:	 	/s/ Colin Donlan
	 Name:
 Title:
	 	 Colin Donlan
 Authorized
Signatory



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 LightPoint CLO IV, Ltd

[Name of Lender]
 By Neuberger Berman Fixed
Income LLC as collateral manager for the lender

		
	By:	 	/s/ Colin Donlan
	 Name:
 Title:
	 	 Colin Donlan
 Authorized
Signatory



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 LightPoint CLO V, Ltd

[Name of Lender]
 By Neuberger Berman Fixed
Income LLC as collateral manager for the lender

		
	By:	 	/s/ Colin Donlan
	 Name:
 Title:
	 	 Colin Donlan
 Authorized
Signatory



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 LightPoint CLO VII, Ltd

[Name of Lender]
 By Neuberger Berman Fixed
Income LLC as collateral manager for the lender

		
	By:	 	/s/ Colin Donlan
	 Name:
 Title:
	 	 Colin Donlan
 Authorized
Signatory



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 LightPoint CLO VIII, Ltd

[Name of Lender]
 By Neuberger Berman Fixed
Income LLC as collateral manager for the lender

		
	By:	 	/s/ Colin Donlan
	 Name:
 Title:
	 	 Colin Donlan
 Authorized
Signatory



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Airlie CLO 2006-I, Ltd

[Name of Lender]
 By Neuberger Berman Fixed
Income LLC as collateral manager for the lender

		
	By:	 	/s/ Colin Donlan
	 Name:
 Title:
	 	 Colin Donlan
 Authorized
Signatory



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Mega International Commercial Bank Co., Ltd.

New York Branch

		
	By:	 	/s/ Priscilla Hsing
	 Name:
 Title:
	 	 Priscilla Hsing
 VP &
DGM



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 NAVIGARE FUNDING I CLO LTD

By: Navigare Partners LLC

Its collateral manager

		
	By:	 	/s/ Joel G. Serebransky
	Name:	 	Joel G. Serebransky
	Title:	 	Managing Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 NAVIGARE FUNDING II CLO LTD

By: Navigare Partners LLC

as collateral manager

		
	By:	 	/s/ Joel G. Serebransky
	Name:	 	Joel G. Serebransky
	Title:	 	Managing Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 NAVIGARE FUNDING III CLO LTD

By: Navigare Partners LLC

as collateral manager

		
	By:	 	/s/ Joel G. Serebransky
	Name:	 	Joel G. Serebransky
	Title:	 	Managing Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	
	 
	 [Name of Lender]

	
	 FIRST TRUST/FOUR CORNERS SENIOR

FLOATING RATE INCOME FUND
 By: Four
Corners Capital Management, LLC
 As Sub-Adviser

		
	By:	 	/s/ John Heitkemper
		 	John Heitkemper
		 	Vice President


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	
	 
	 [Name of Lender]

	
	 FIRST TRUST/FOUR CORNERS SENIOR

FLOATING RATE INCOME FUND II
 By: Four
Corners Capital Management, LLC
 As Sub-Adviser

		
	By:	 	/s/ John Heitkemper
		 	John Heitkemper
		 	Vice President


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	
	 
	 [Name of Lender]

	
	 FOUR CORNERS CLO 2005-I, Ltd.

By: Four Corners Capital Management, LLC
 As
Collateral Manager

		
	By:	 	/s/ John Heitkemper
		 	John Heitkemper
		 	Vice President


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	
	 
	 [Name of Lender]

	
	 FOUR CORNERS CLO III, Ltd.

By: Macquarie Funds Group
 FKA Four Corners
Capital Management, LLC
 As Collateral Manager

		
	Title:	 	Vice President
		
	By:	 	/s/ John Heitkemper
	Name:	 	John Heitkemper


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	
	Franklin CLO VI, Limited
		
	By:	 	/s/ Guang Alex Yu
	Name:	 	Guang Alex Yu, Franklin Advisers, Inc. as Collateral Manager
	Title:	 	Vice President
	
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	Name:	 	
	Title:	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	
	Franklin Floating Rate Daily Access Fund
		
	By:	 	/s/ Richard Hsu
	Name:	 	Richard Hsu
	Title:	 	Vice President
	
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	Name:	 	
	Title:	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	
	Franklin Floating Rate Master Series
		
	By:	 	/s/ Richard Hsu
	Name:	 	Richard Hsu
	Title:	 	Vice President
	
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	Name:	 	
	Title:	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	Franklin Templeton Series II Funds Franklin Floating Rate II Fund
		
	By:	 	/s/ Richard Hsu
	 Name:
 Title:
	 	 Richard Hsu
 Vice President




  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	PROTECTIVE LIFE INSURANCE COMPANY
		
	By:	 	/s/ Jared Wingard
	 Name:
 Title:
	 	 Jared Wingard
 Assistant
Vice President



  
 SIGNATURE
PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	CITIBANK, N.A. as a Lender
		
	By:	 	/s/ George F. Van
	 Name:
 Title:
	 	 George F. Van
 Managing
Director
 212-816-8737



  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	MORGAN STANLEY BANK, N.A., as Lender,
		
	By:	 	/s/ Ryan Vetsch
	 Name:
 Title:
	 	 Ryan Vetsch
 Authorized
Signatory



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 QUALCOMM Global Trading, Inc.

By: Morgan Stanley Investment
 Management Inc. as
Investment Manager

		
	By:	 	/s/ Ryan Kommers
	 Name:
 Title:
	 	 Ryan Kommers
 Vice President




  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 MSIM Peconic Bay, Ltd..

By: Morgan Stanley Investment
 Management Inc. as
Collateral Manager

		
	By:	 	/s/ Ryan Kommers
	 Name:
 Title:
	 	 Ryan Kommers
 Vice President




  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Morgan Stanley Investment

Management Croton, Ltd.
 By: Morgan
Stanley Investment Management Inc. as Collateral Manager

		
	By:	 	/s/ Ryan Kommers
	 Name:
 Title:
	 	 Ryan Kommers
 Vice President




  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Confluent 3 Limited

By: Morgan Stanley Investment Management Inc.

as Investment Manager

		
	By:	 	/s/ Ryan Kommers
	 Name:
 Title:
	 	 Ryan Kommers
 Vice President




  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	Ameriprise Certificate 
	Company
		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Assistant
Vice President



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 California Public Employees’ Retirement System

By: RiverSource Investments, LLC, its agent

		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Assistant
Vice President



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Cent CDO 10 Limited

By: RiverSource Investments, LLC as Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Director
of Operations



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Cent CDO XI, Limited

By: RiverSource Investments, LLC as Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Director
of Operations



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Cent CDO 12 Limited

By: RiverSource Investments, LLC as Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Director
of Operations



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Cent CDO 14 Limited

By: RiverSource Investments, LLC as Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Director
of Operations



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Cent CDO 15 Limited

By: RiverSource Investments, LLC as Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Assistant
Vice President



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Centurion CDO VI, Ltd.

By: RiverSource Investments, LLC as Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Director
of Operations



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Centurion CDO VII Limited

By: RiverSource Investments, LLC as Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Director
of Operations



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Centurion CDO 8 Limited

By: RiverSource Investments, LLC as Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Director
of Operations



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Centurion CDO 9, Limited

By: RiverSource Investments, LLC as Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Director
of Operations



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 RiverSource Institutional Leveraged Loan Fund II, L.P.

By: RiverSource Investments, LLC As Investment Manager

		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Director
of Operations



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 RiverSource Strategic Allocation Series, Inc.

- RiverSource Strategic Income Allocation Fund

		
	By:	 	/s/ Robin C. Stancil
	 Name:
 Title:
	 	 Robin C. Stancil
 Assistant
Vice President



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	N/A
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	CIBC INC.
		
	By:	 	/s/ Dominic J. Sorresso
	 Name:
 Title:
	 	 Dominic J. Sorresso

Executive Director

		 	
		 	 CIBC World Markets Corp.

Authorized Signatory



  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 WELLS FARGO ADVANTAGE SHORT-TERM HIGH YIELD BOND FUND

      [Name of Lender]

	
	WELLS CAPITAL MANAGEMENT
		
	By:	 	/s/ Gilbert L. Southwell III
	 Name:
 Title:
	 	 Gilbert L. Southwell III

Vice President



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	CITIBANK, N.A., Canadian Branch
		
	By:	 	/s/ Isabelle Côté
	 Name:
 Title:
	 	 Isabelle Côté

Authorized Officer



  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 ERSTE GROUP BANK AG,

		
	By:	 	/s/ Brandon A. Meyerson
	 Name:
 Title:
	 	 Brandon A. Meyerson

Director
 Erst Group Bank
AG



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	/s/ Bryan J. Lynch
	 Name:
 Title:
	 	 Bryan J. Lynch
 Executive
Director
 Erst Group Bank AG



  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	BOSTON HARBOR CLO 2004-1, Ltd.
		
		 	/s/ Beth Mazor
	 By:
 Title:
	 	 Beth Mazor

V.P.



  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Galaxy III CLO, Ltd

By: PineBridge Investments LLC.
 its Collateral
Manager
  
 Galaxy VI CLO, LTD

By: PineBridge Investments LLC.
 its Collateral
Manager
  
 Galaxy VIII CLO, LTD

By: PineBridge Investments LLC.
 its Collateral
Manager

	[Name of Lenders]
		
	By:	 	/s/ Steven S. Oh
	 Name:
 Title:
	 	 Steven S. Oh
 Managing
Director



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Farm Credit Services of America, PCA

		
	By:	 	/s/ Bruce Dean
	 Name:
 Title:
	 	 Bruce Dean
 Vice President




  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	FARM CREDIT BANK OF TEXAS
		
	By:	 	/s/ Chris M. Levine
	 Name:
 Title:
	 	 Chris M. Levine
 Vice
President



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	CANADIAN IMPERIAL BANK OF COMMERCE
		
	By:	 	/s/ Peter Rawlins
	 Name:
 Title:
	 	 Peter Rawlins
 Executive
Director



  

			
		
	By:	 	/s/ Jens Paterson
	 Name:
 Title:
	 	 Jens Paterson
 Executive
Director



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	RAYMOND JAMES BANK, FSB
		
	By:	 	/s/ Kathy Bennett
	 Name:
 Title:
	 	 Kathy Bennett

VP



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 DEUTSCHE BANK AG, CANADA BRANCH

[Name of Lender]

		
	By:	 	/s/ Rod O’Hara
	 Name:
 Title:
	 	 Rod O’Hara
 Director




  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	/s/ Marcellus Leung
	 Name:
 Title:
	 	 Marcellus Leung
 Assistant
Vice President



  
 SIGNATURE
PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	NATIONAL BANK OF CANADA
		
	By:	 	/s/ Roch Ledoux
	 Name:
 Title:
	 	 Roch Ledoux
 Directeur -
Director



  

			
		
	By:	 	/s/ Alain Aubin
	 Name:
 Title:
	 	 Alain Aubin
 Directeur -
Director



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








	
	
	  
	General Electric Capital Corporation


  

			
		
	By:	 	/s/ Jose Derisi
	 Name:
 Title:
	 	 Jose Derisi
 Duly Authorized
Signatory



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund
		
	By:	 	/s/ Jeffrey Christian
	 Name:
 Title:
	 	 Jeffrey Christian
 Deputy
Treasurer



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








	
	
	Four Corners CLO II, Ltd.
	[Name of Lender]


  

			
		
	By:	 	/s/ Patrick M. Cook
	 Name:
 Title
	 	 Patrick M. Cook
 Assistant
Vice President



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	NA
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 DZ BANK AG

Deutsche Zentral-Genossenschaftsbank
 Frankfurt
am Main
 New York Branch

		
	By:	 	/s/ Paul Fitzpatrick
	 Name:
 Title:
	 	 Paul Fitzpatrick
 Vice
President

		
	By:	 	/s/ Cedric Probst
	 Name:
 Title:
	 	 Cedric Probst
 Vice
President



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 







 Ares Management LLC 

 

									
	 ARES IIIR/IVR CLO LTD.
  

BY: ARES CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER
  

BY: ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER
  

BY: ARES MANAGEMENT LLC, ITS MANAGER
	 		 	 ARES VIR CLO LTD.
  

BY: ARES CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER
  

BY: ARES CLO GP VIR, LLC, ITS GENERAL PARTNER
  

BY: ARES MANAGEMENT LLC, ITS MANAGER

					
	By:	 	/s/ Seth J. Brufsky	 		 	By:	 	/s/ Seth J. Brufsky
	 Name:
 Title:
	 	 Seth J. Brufsky
 Authorized
Signatory
	 		 	 Name:
 Title:
	 	 Seth J. Brufsky
 Authorized
Signatory


  
  

									
	 ARES IX CLO LTD.
  

BY: ARES CLO MANAGEMENT IX, L.P., ITS INVESTMENT MANAGER
  

BY: ARES CLO GP IX, LLC, ITS GENERAL PARTNER
  

BY: ARES MANAGEMENT LLC, ITS MANAGER
	 		 	 ARES X CLO LTD.
  

BY: ARES CLO MANAGEMENT X, L.P., ITS INVESTMENT MANAGER
  

BY: ARES CLO GP X, LLC, ITS GENERAL PARTNER
  

BY: ARES MANAGEMENT LLC, ITS MANAGER

					
	By:	 	/s/ Seth J. Brufsky	 		 	By:	 	/s/ Seth J. Brufsky
	 Name:
 Title:
	 	 Seth J. Brufsky
 Authorized
Signatory
	 		 	 Name:
 Title:
	 	 Seth J. Brufsky
 Authorized
Signatory


  
  

									
	 ARES XI CLO LTD.
  

BY: ARES CLO MANAGEMENT XI, L.P., ITS ASSET MANAGER
  

BY: ARES CLO GP XI, LLC, ITS GENERAL PARTNER
  

BY: ARES MANAGEMENT LLC, ITS MANAGER
	 		 	 ARES XII CLO LTD.
  

BY: ARES CLO MANAGEMENT XII, L.P., ITS ASSET MANAGER
  

BY: ARES CLO GP XII, LLC, ITS GENERAL PARTNER
  

BY: ARES MANAGEMENT LLC, ITS MANAGER

					
	By:	 	/s/ Seth J. Brufsky	 		 	By:	 	/s/ Seth J. Brufsky
	 Name:
 Title:
	 	 Seth J. Brufsky
 Authorized
Signatory
	 		 	 Name:
 Title:
	 	 Seth J. Brufsky
 Authorized
Signatory


  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








									
	 CONFLUENT 2 LIMITED
  

BY: ARES PRIVATE ACCOUNT MANAGEMENT I, L.P., AS SUB-MANAGER
  

BY: ARES PRIVATE ACCOUNT MANAGEMENT I GP, LLC, ITS GENERAL PARTNER
  

BY: ARES MANAGEMENT LLC, ITS MANAGER
	 		 	 ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.

 
 BY: ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO MANAGER

 
 BY: ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER

 
 BY: ARES MANAGEMENT LLC, ITS MANAGER

					
	By:	 	/s/ Seth J. Brufsky	 		 	By:	 	/s/ Seth J. Brufsky
	 Name:
 Title:
	 	 Seth J. Brufsky
 Authorized
Signatory
	 		 	 Name:
 Title:
	 	 Seth J. Brufsky
 Authorized
Signatory


  
  

									
	 ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.

 
 BY: ARES ENHANCED LOAN MANAGEMENT II, L.P., ITS PORTFOLIO MANAGER

 
 BY: ARES ENHANCED LOAN II GP, LLC, ITS GENERAL PARTNER

 
 BY: ARES MANAGEMENT LLC, ITS MANAGER
	 		 	 ARES ENHANCED LOAN INVESTMENT STRATEGY III LTD.

 
 BY: ARES ENHANCED LOAN MANAGEMENT III, L.P., ITS PORTFOLIO MANAGER

 
 BY: ARES ENHANCED LOAN III GP, LLC, ITS GENERAL PARTNER

 
 BY: ARES MANAGEMENT LLC, ITS MANAGER

					
	By:	 	/s/ Seth J. Brufsky	 		 	By:	 	/s/ Seth J. Brufsky
	 Name:
 Title:
	 	 Seth J. Brufsky
 Authorized
Signatory
	 		 	 Name:
 Title:
	 	 Seth J. Brufsky
 Authorized
Signatory


  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 WESTLB AG, NEW YORK BRANCH

as a Lender

		
	By:	 	/s/ Duncan Robertson
	Name:	 	Duncan Robertson
	Title:	 	Executive Director


  

			
		
	By:	 	/s/ Brendan McGlynn
	Name:	 	Brendan McGlynn
	Title:	 	Manager


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	BANK OF MONTREAL
		
	By:	 	/s/ Fabrice Magini
	Name:	 	Fabrice Magini
	Title:	 	Associate


  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	/s/ Bruno Jarry
	Name:	 	Bruno Jarry
	Title:	 	Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	BANK OF MONTREAL, CHICAGO BRANCH
		
	By:	 	/s/ Joseph W. Linder
	Name:	 	Joseph W. Linder
	Title:	 	Vice President


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	TORONTO DOMINION (TEXAS) LLC as U.S. Lender
		
	By:	 	/s/ Jackie Barrett
	 Name:
 Title:
	 	 Jackie Barrett
 Authorized
Signatory



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








							
		 		 	Clydesdale CLO 2006, Ltd.
				
	 NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS

INVESTMENT MANAGER
	 		 	By:	 	/s/ Richard W. Stewart
	 		 	 Name:
 Title:
	 	 Richard W. Stewart
 Managing
Director


  

							
		 		 	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
				
		 		 	By:	 	 
		 		 	Name:	 	
		 		 	Title:	 	

  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








							
		 		 	Clydesdale CLO 2005, Ltd.
				
	 NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS

INVESTMENT MANAGER
	 		 	By:	 	/s/ Richard W. Stewart
	 		 	 Name:
 Title:
	 	 Richard W. Stewart
 Managing
Director


  

							
		 		 	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
				
		 		 	By:	 	 
		 		 	Name:	 	
		 		 	Title:	 	

  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








							
		 		 	Clydesdale Strategic CLO I, Ltd.
				
	 NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS

INVESTMENT MANAGER
	 		 	By:	 	/s/ Richard W. Stewart
	 		 	 Name:
 Title:
	 	 Richard W. Stewart
 Managing
Director


  

							
		 		 	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
				
		 		 	By:	 	 
		 		 	Name:	 	
		 		 	Title:	 	

  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








							
		 		 	Clydesdale CLO 2004, Ltd.
				
	 NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS

INVESTMENT MANAGER
	 		 	By:	 	/s/ Richard W. Stewart
	 		 	 Name:
 Title:
	 	 Richard W. Stewart
 Managing
Director


  

							
		 		 	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
				
		 		 	By:	 	 
		 		 	Name:	 	
		 		 	Title:	 	

  
 SIGNATURE PAGE –
SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 VENTURE II CDO 2002, LIMITED

By its investment advisor,
 MJX Asset Management
LLC, as a Lender

		
	By:	 	/s/ Atha Baugh
	Name:	 	Atha Baugh
	Title:	 	Managing Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 VENTURE III CDO LIMITED

By its investment advisor,
 MJX Asset Management
LLC, as a Lender

		
	By:	 	/s/ Atha Baugh
	Name:	 	Atha Baugh
	Title:	 	Managing Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 VENTURE IV CDO LIMITED

By its investment advisor,
 MJX Asset Management
LLC, as a Lender

		
	By:	 	/s/ Atha Baugh
	Name:	 	Atha Baugh
	Title:	 	Managing Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 VENTURE V CDO LIMITED

By its investment advisor,
 MJX Asset Management
LLC, as a Lender

		
	By:	 	/s/ Atha Baugh
	Name:	 	Atha Baugh
	Title:	 	Managing Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 VENTURE VI CDO LIMITED

By its investment advisor,
 MJX Asset Management
LLC, as a Lender

		
	By:	 	/s/ Atha Baugh
	Name:	 	Atha Baugh
	Title:	 	Managing Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 VENTURE VII CDO LIMITED

By its investment advisor,
 MJX Asset Management
LLC, as a Lender

		
	By:	 	/s/ Atha Baugh
	Name:	 	Atha Baugh
	Title:	 	Managing Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 VENTURE VIII CDO LIMITED

By its investment advisor,
 MJX Asset Management
LLC, as a Lender

		
	By:	 	/s/ Atha Baugh
	Name:	 	Atha Baugh
	Title:	 	Managing Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 VENTURE IX CDO LIMITED

By its investment advisor,
 MJX Asset Management
LLC, as a Lender

		
	By:	 	/s/ Atha Baugh
	Name:	 	Atha Baugh
	Title:	 	Managing Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 VISTA LEVERAGED INCOME FUND

By its investment advisor,
 MJX Asset Management
LLC, as a Lender

		
	By:	 	/s/ Atha Baugh
	Name:	 	Atha Baugh
	Title:	 	Managing Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	WG HORIZONS CLO I
	By:	 	 West Gate Horizons Advisors LLC,

as Investment Manager

		
	By:	 	/s/ Robert Cohen
	Name:	 	Robert Cohen
	Title:	 	Senior Credit Analyst


  

			
	OCEAN TRAILS CLO II
	By:	 	 West Gate Horizons Advisors LLC,

as Investment Manager

		
	By:	 	/s/ Robert Cohen
	Name:	 	Robert Cohen
	Title:	 	Senior Credit Analyst


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 NATIONAL BANK OF CANADA, NEW YORK BRANCH

        [Name of Lender]

		
	By:	 	/s/ Peter Fiorillo
	Name:	 	Peter Fiorillo
	Title:	 	Assistant Vice President
		 	Loan Administration


  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	/s/ Monique Baillergeau
	Name:	 	Monique Baillergeau
	Title:	 	Vice President
		 	National Bank of Canada
		 	65 East 55th Street
		 	New York, NY 10022
		 	212-632-8662


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	Caisse centrale Desjardins Us Branch
	        [Name of Lender]
		
	By:	 	/s/ Michel Brouillet
	Name:	 	Michel Brouillet
	Title:	 	Vice-President


  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	Name:	 	
	Title:	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	
	 Deutsche Bank AG New York Branch,

as a Lender

		
	By:	 	DB Services New Jersey, Inc.
		
	By:	 	/s/ Edward Schaffer
	Name:	 	Edward Schaffer
	Title:	 	Vice President
		
	By:	 	/s/ Deirdre D. Cesario
	Name:	 	Deirdre D. Cesario
	Title:	 	Assistant Vice President


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








 

 

  
 SIGNATURE PAGE – SECOND
AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	
	 The Bank of New York Mellon

    [Name of Lender]

		
	By:	 	/s/ Reena Bhasin
	Name:	 	Reena Bhasin
	Title:	 	V.P.
	
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	Name:	 	
	Title:	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 HAMILTON FLOATING RATE FUND, LLC

    [Name of Lender]

		
	By:	 	/s/ Reena Bhasin
	Name:	 	Reena Bhasin
	Title:	 	V. P.
	
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	Name:	 	
	Title:	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	
	 AVENUE CLO II, LTD.

AVENUE CLO III, LTD.
  

	    [Name of Lender]
		
	By:	 	/s/ Sriram Balakrishnan
	Name:	 	Sriram Balakrishnan
	Title:	 	Portfolio Manager
	
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	Name:	 	
	Title:	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	LMP Corporate Loan Fund, Inc.
	By:	 	Citi Alternative Investments LLC
		
	By:	 	/s/ Roger Yee
	Name:	 	Roger Yee
	Title:	 	VP


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	
	Fortis Bank SA/NV, New York Branch
		
	By:	 	/s/ John W. Deegan
	Name:	 	John W. Deegan
	Title:	 	Director & Group Head
		
	By:	 	/s/ Mark Dennes
	Name:	 	Mark Dennes
	Title:	 	Director


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	
	1776 CLO I, LTD.
		
	By:	 	/s/ Jim Reilly
	Name:	 	Jim Reilly
	Title:	 	Authorized Signatory
	
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	Name:	 	
	Title:	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Credit Suisse Syndicated Loan Fund

By: Credit Suisse Alternative Capital Inc., as Agent (Subadvisor) for Credit Suisse Asset Management (Australia) Limited, the Responsible Entity for
Credit Suisse Syndicated Loan Fund
  

	    [Name of Lender]
		
	By:	 	David H. Lerner
	Name:	 	David H. Lerner
	Title:	 	Authorized Signatory
	
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	Name:	 	
	Title:	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Lehman Commercial Paper Inc.

      [Name of Lender]

		
	By:	 	/s/ Ahuva Schwager
	 Name:
 Title:
	 	 Ahuva Schwager
 Authorized
Signatory



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 OWS CLO I LTD
 One
Wall Street CLO II LTD
 Pacifica CDO III LTD

Pacifica CDO V LTD
 Pacifica CDO VI
LTD

		
	By:	 	/s/ Ronald M. Grobeck
	 Name:
 Title:
	 	 Ronald M. Grobeck
 Managing
Director



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	AMMC CLO V, LIMITED
	By:	 	American Money Management Corp., as Collateral Manager
		
	By:	 	/s/ Chester M. Eng
	 Name:
 Title:
	 	 Chester M. Eng
 Senior Vice
President



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	AMMC CLO VI, LIMITED
	By:	 	American Money Management Corp., as Collateral Manager
		
	By:	 	/s/ Chester M. Eng
	 Name:
 Title:
	 	 Chester M. Eng
 Senior Vice
President



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	AMMC VII, LIMITED
	By:	 	American Money Management Corp., as Collateral Manager
		
	By:	 	/s/ Chester M. Eng
	 Name:
 Title:
	 	 Chester M. Eng
 Senior Vice
President



  

			
	FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
		
	By:	 	 
	 Name:
 Title:
	 	


  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	CoBank, ACB
		
	By:	 	/s/ Michael Tousignant
	 Name:
 Title:
	 	 Michael Tousignant
 Vice
President



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 Westbrook CLO, Ltd.
  

	By:	 	Shenkman Capital Management, Inc., as Investment Manager
		
	By:	 	/s/ Richard H. Weinstein
	 Name:
 Title:
	 	 Richard H. Weinstein

Executive Vice President



  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 JFIN CLO 2007, LTD.

By: Jefferies Finance LLC as Collateral Manager

		
	Name:	 	/s/ Charlie J. Franklin
	Title	 	 Charlie J. Franklin
 Closing
Manager



  
 SIGNATURE PAGE
– SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 







 IN WITNESS WHEREOF, the undersigned Borrowers have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date first above written and the Subsidiary Guarantors hereby consent and agree to this Amendment as of the date hereof and reaffirm their obligations under the Loan Documents to which they are
party. 
 [Loan Parties Pages Provided Separately] 








			
	 DOMTAR CORPORATION,

as Parent Borrower

		
	By:	 	/s/ Zygmunt Jablonski
	 Name:
 Title:
	 	 Zygmunt Jablonski
 Senior
Vice-President, Law and Corporate Affairs

		
	By:	 	/s/ Razvan L. Theodoru
	 Name:
 Title:
	 	 Razvan L. Theodoru

Vice-President, Corporate Law and Secretary




 

			
	 DOMTAR PAPER COMPANY, LLC,

as Subsidiary Borrower

		
	By:	 	/s/ Zygmunt Jablonski
	 Name:
 Title:
	 	 Zygmunt Jablonski
 Manager


		
	By:	 	/s/ Razvan L. Theodoru
	 Name:
 Title:
	 	 Razvan L. Theodoru

Secretary



  

			
	 DOMTAR INC.,
 as
Canadian Borrower

		
	By:	 	/s/ Zygmunt Jablonski
	 Name:
 Title:
	 	 Zygmunt Jablonski
 Senior
Vice-President, Law and Corporate Affairs

		
	By:	 	/s/ Razvan L. Theodoru
	 Name:
 Title:
	 	 Razvan L. Theodoru

Vice-President, Corporate Law and Secretary




 
 SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT
AGREEMENT 








			
	 CONBORD INC.,
 as
Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 DOMTAR A. W. LLC,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 DOMTAR INDUSTRIES INC.,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 DOMTAR MAINE LLC,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 DOMTAR WISCONSIN DAM CORP.,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 E.B. EDDY PAPER, INC.

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 PORT HURON FIBER CORPORATION,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 RIS PAPER COMPANY, INC.

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 ST. CROIX WATER POWER COMPANY,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 804736 ONTARIO LIMITED,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 3804011 CANADA INC.,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 3876420 CANADA INC.,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 4177495 CANADA INC.,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 4388216 CANADA INC.,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Vice-President and Secretary


  

			
	 BROMPTON LANDS LIMITED,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 DOMTAR (CANADA) PAPER INC./PAPIER

DOMTAR (CANADA) INC.,
 as Subsidiary Guarantor


		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Vice-President and Secretary


  

			
	 DOMTAR EXPETECH INC.,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 DOMTAR INC.,
 as
Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Vice-President, Corporate Law and Secretary


  

			
	 DOMTAR PACIFIC PAPERS ULC,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 DOMTAR PULP AND PAPER PRODUCTS INC./PRODUITS DE PÂTES ET PAPIERS DOMTAR INC.,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 SOCIÉTÉ IMMOBILIÈRE DOMTAR

LTÉE/DOMTAR REALTIES LTD.,
 as Subsidiary
Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 ISIDORE ROY LIMITED,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 MAINE TIMBER HOLDINGS LIMITED,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 THE SPRAGUE’S FALLS MANUFACTURING COMPANY (LIMITED),

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

			
	 TECHNI-THERM INC.,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT 








			
	 THE SAINT CROIX WATER POWER COMPANY,

as Subsidiary Guarantor

		
	By:	 	/s/ Razvan L. Theodoru
	Name:	 	Razvan L. Theodoru
	Title:	 	Secretary


  

SIGNATURE PAGE – SECOND AMENDMENT TO DOMTAR CREDIT AGREEMENT