0000916480-14-000096 Sample Contracts

AGREEMENT
Agreement • July 2nd, 2014 • Wausau Paper Corp. • Paper mills • Wisconsin

This Agreement (this “Agreement”) is made and entered into as of July 2, 2014 by and among Wausau Paper Corp. (the “Company”) and the entities and natural persons listed on Exhibit A hereto and their respective Affiliates (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

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SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 2nd, 2014 • Wausau Paper Corp. • Paper mills • New York

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of June 27, 2014 is by and among Wausau Paper Corp., a Wisconsin corporation (the “Borrower”), the Guarantors party hereto, the Lenders identified on the signature pages hereto and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and an L/C Issuer.

Amendment No. 8 to Note Purchase and Private Shelf Agreement
Wausau Paper Corp. • July 2nd, 2014 • Paper mills • Illinois

Reference is made to that certain Note Purchase and Private Shelf Agreement, dated as of March 31, 2010 (as amended by Amendment No. 1 thereto, dated July 20, 2010, Amendment No. 2 thereto, dated July 20, 2011, Amendment No. 3 thereto, dated January 31, 2012, Amendment No. 4 thereto, dated June 26, 2013, Amendment No. 5 thereto, dated December 17, 2013, Amendment No. 6 thereto, dated March 28, 2014 and Amendment No. 7 thereto, dated May 29, 2014, the “Note Agreement”), between Wausau Paper Corp., a Wisconsin corporation (the “Company”), on one hand, and Prudential Investment Management, Inc. (“Prudential”), each of the Initial Purchasers listed in the Purchaser Schedule attached thereto and each other Prudential Affiliate as therein defined which becomes bound by certain provisions thereof as therein provided, on the other hand. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement.

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