0001047469-05-008551 Sample Contracts

Contract
And Waiver • March 31st, 2005 • Neenah Paper Inc • Paper mills • New York

FIRST AMENDMENT AND WAIVER, dated as of January 31, 2005 (this "Amendment"), to the Credit Agreement dated as of November 30, 2004 (as heretofore amended, supplemented, or otherwise modified, the "Credit Agreement") among NEENAH PAPER, INC., a Delaware corporation (the "Parent"), each subsidiary of Parent listed as a "Borrower" on the signature pages thereto (together with Parent, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of Parent listed as a "Guarantor" on the signature pages thereto, the lenders party thereto (the "Lenders"), JPMORGAN CHASE BANK, N.A., as agent for the Lenders (in such capacity, the "Agent"), and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian collateral agent for the Lenders.

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