OTHER CHANGE OF, ANY OF THE TERMS,
CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN SIMILAR OR DIFFERENT CIRCUMSTANCES.
THIS AMENDMENT SHALL CONSTITUTE A "LOAN DOCUMENT" FOR ALL PURPOSES OF THE CREDIT
AGREEMENT.
SECTION 39.
APPLICABLE LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 40.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL BUT ALL OF
WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE BUT 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.
SECTION 41.
COSTS AND EXPENSES.
THE BORROWERS AGREE TO REIMBURSE THE AGENT FOR
ITS REASONABLE OUT-OF-POCKET EXPENSES IN CONNECTION WITH THIS AMENDMENT,
INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE
AGENT ACTUALLY INCURRED.
SECTION 42.
HEADINGS.
THE HEADINGS OF THIS AMENDMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
SECTION 43.
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PORTIONS HEREOF OR AFFECTING THE VALIDITY OR
ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 44.
NO PARTY DEEMED DRAFTER.
EACH OF THE PARTIES HERETO AGREES THAT NO
PARTY HERETO SHALL BE DEEMED TO BE THE DRAFTER OF THIS AMENDMENT.
32
SECTION 45.
RATIFICATION OF GUARANTY.
EACH GUARANTOR HEREBY CONSENTS TO THIS
AMENDMENT AND HEREBY CONFIRMS AND AGREES THAT (A) NOTWITHSTANDING THE
EFFECTIVENESS OF THIS AMENDMENT, THE GUARANTY IS, AND SHALL CONTINUE TO BE, IN
FULL FORCE AND EFFECT AND IS HEREBY RATIFIED AND CONFIRMED IN ALL RESPECTS,
EXCEPT THAT, ON AND AFTER THE EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE IN
THE GUARANTY TO THE "AGREEMENT", "THEREUNDER", "THEREOF" OR WORDS OF LIKE IMPORT
REFERRING TO THE CREDIT AGREEMENT SHALL MEAN AND BE A REFERENCE TO THE CREDIT
AGREEMENT AS AMENDED BY THIS AMENDMENT, AND (B) THE LOAN DOCUMENTS TO WHICH IT
IS A PARTY AND ALL OF THE COLLATERAL DESCRIBED THEREIN DO, AND SHALL CONTINUE
TO, SECURE THE PAYMENT OF ALL OF THE OBLIGATIONS SECURED THEREBY.
SECTION 46.
FINCO LETTER AGREEMENT.
UPON THE EFFECTIVENESS OF THIS AMENDMENT
IN ACCORDANCE WITH SECTION 37 HEREOF, THAT CERTAIN LETTER AGREEMENT DATED
SEPTEMBER 14, 2006 AMONG THE BORROWERS, THE GUARANTOR, THE AGENT AND THE LENDERS
AND PURSUANT TO WHICH THE LENDERS CONSENTED TO THE CREATION OF FINCO AND LIMITED
THE INVESTMENTS AND ACTIVITIES OF FINCO SHALL BE TERMINATED.
[SIGNATURE PAGES FOLLOW]
33
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their authorized officers as of the day and year first written
above.
NEENAH PAPER, INC.,
as a Borrower
by:
Name:
Title:
NEENAH PAPER