Common use of AGENTS AND LENDERS Clause in Contracts

AGENTS AND LENDERS. GOLDMAN SACHS CREDIT PARTNERS L.P. as Co-Syndication Agent, joxxx xxxd arranger, joint bookrunner and Lender By: ________________________________________ Authorized Signatory LA\1430179.12 JPMORGAN CHASE BANK, N.A. as Co-Syndication Agent, joint lead arranger, joint bookrunner and Lender By: _____________________________________ Name: Title: LA\1430179.12 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, Collateral Agent, an Issuing Bank, Swing Line Lender and Lender By: _____________________________________ Name: Title: By: _____________________________________ Name: Title: LA\1430179.12 FLEET NATIONAL BANK, as an Issuing Bank and predecessor Swing Line Lender By: _____________________________________ Name: Title: LA\1430179.12 THE ROYAL BANK OF SCOTLAND, as Co-Documentation Agent and Lender By: _____________________________________ Name: Title: LA\1430179.12 GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent and Lender By: _____________________________________ Name: Title: LA\1430179.12 [LENDER], as Lender By: _____________________________________ Name: Title: LA\1430179.12 EXHIBIT A TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT DATED AS OF AUGUST 9, 2004 AS AMENDED AS OF JANUARY 1, 2005 AS FURTHER AMENDED AS OF JUNE 3, 2005 AMONG BERRY PLASTICS CORPORATION, BPC HOXXXXX CORPORATION, CERTAIN SUBSIDIARIES OF BERRY PLASTICS CORPORATION AS XXXXXNTORS, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P. XXD JPMORGAN CHASE BANK, N.A. AS JOINT LEAD ARRANGERS, JOINT BOOKRUNNERS AND CO-SYNDICATION AGENTS, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT, COLLATERAL AGENT, AN ISSUING BANK AND SWING LINE LENDER FLEET NATIONAL BANK AS AN ISSUING BANK AND PREDECESSOR SWING LINE LENDER, AND THE ROYAL BANK OF SCOTLAND AND GENERAL ELECTRIC CAPITAL CORPORATION, AS CO-DOCUMENTATION AGENTS ________________________________________________________ $945,000,000 SENIOR SECURED CREDIT FACILITIES ________________________________________________________ NY12526:37176.3 LA\1431665.15 TABLE OF CONTENTS Page

AGENTS AND LENDERS. GOLDMAN SACHS CREDIT PARTNERS L.P. XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication AgentIssuing Bank, joxxx xxxd arrangerLender, joint bookrunner Swingline Lender, Administrative Agent and Collateral Agent By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director BANK OF AMERICA, N.A., as Issuing Bank and Lender By: ________________________________________ Authorized Signatory LA\1430179.12 JPMORGAN CHASE BANK/s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President CITIBANK, N.A. N.A., as Co-Syndication Agent, joint lead arranger, joint bookrunner Issuing Bank and Lender By: _____________________________________ /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: LA\1430179.12 DEUTSCHE Vice President and Director XXXXXXX SACHS BANK TRUST COMPANY AMERICASUSA, as Administrative Agent, Collateral Agent, an Issuing Bank, Swing Line Lender Bank and Lender By: _____________________________________ /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: By: _____________________________________ Name: Title: LA\1430179.12 FLEET NATIONAL BANKAuthorized Signatory CREDIT SUISSE AG, as an Issuing Bank and predecessor Swing Line Lender By: _____________________________________ Name: Title: LA\1430179.12 THE ROYAL BANK OF SCOTLAND, as Co-Documentation Agent and Lender By: _____________________________________ Name: Title: LA\1430179.12 GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent and Lender By: _____________________________________ Name: Title: LA\1430179.12 [LENDER]CAYMAN ISLANDS BRANCH, as Lender By: _____________________________________ /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: LA\1430179.12 EXHIBIT A TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT DATED AS OF AUGUST 9, 2004 AS AMENDED AS OF JANUARY 1, 2005 AS FURTHER AMENDED AS OF JUNE 3, 2005 AMONG BERRY PLASTICS CORPORATION, BPC HOXXXXX CORPORATION, CERTAIN SUBSIDIARIES OF BERRY PLASTICS CORPORATION AS XXXXXNTORS, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P. XXD JPMORGAN CHASE BANK, N.A. AS JOINT LEAD ARRANGERS, JOINT BOOKRUNNERS AND CO-SYNDICATION AGENTS, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT, COLLATERAL AGENT, AN ISSUING BANK AND SWING LINE LENDER FLEET NATIONAL BANK AS AN ISSUING BANK AND PREDECESSOR SWING LINE LENDER, AND THE Authorized Signatory By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Signature Page to Revolving Syndicated Facility Agreement ROYAL BANK OF SCOTLAND AND GENERAL ELECTRIC CAPITAL CORPORATIONCANADA, AS COas Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory BARCLAYS BANK PLC, as Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director WELL FARGO BANK NATIONAL ASSOCIATION, LONDON BRANCH By: /s/ X. Xxxxxxxx Name: X. Xxxxxxxx Title: Authorized Signatory By: /s/ X. X. Xxxx Name: X. X. Xxxx Title: Authorized Signatory Annex I Applicable Margin Revolving Loans Average Daily Borrowing Availability Revolving Loans Eurodollar ABR Level I: ≥$220,000,000 1.25 % 0.25 % Level II: <$220,000,000 but ≥ $110,000,000 1.50 % 0.50 % Level III: <$110,000,000 1.75 % 0.75 % Changes in the Applicable Margin will be based on the Average Daily Borrowing Availability for the immediately preceding fiscal quarter and shall be calculated on the first day of each fiscal quarter. Each change in the Applicable Margin shall be effective with respect to all Loans and Letters of Credit prospectively on the first day of each fiscal quarter based on the Average Daily Borrowing Availability for the immediately preceding fiscal quarter. Notwithstanding the foregoing, the Applicable Margin shall be deemed to be in Level II (i) until the end of the first full fiscal quarter ending after the Closing Date and (ii) at any time during which the Borrowers have failed to deliver the Borrowing Base Certificate required by Section 5.18(a). In the event that any financial statement or Compliance Certificate delivered pursuant to Section 5.01 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected would have led to a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrowers shall deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period; (ii) the Applicable Margin shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Lenders owe any amounts to the Borrowers); and (iii) the Borrowers shall retroactively be obligated to pay to the Administrative Agent the additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof; provided that such shortfall shall be due and payable within five Business Days after delivery of such corrected Compliance Certificate and no Default or Event of Default shall be deemed to have occurred solely as a result of such non-DOCUMENTATION AGENTS ________________________________________________________ $945,000,000 SENIOR SECURED CREDIT FACILITIES ________________________________________________________ NY12526:37176.3 LA\1431665.15 TABLE OF CONTENTS Pagepayment until the expiration of such five Business Day period.

AGENTS AND LENDERS. GOLDMAN SACHS UBS AG, STAMFORD BRANCH, as Issuing Bank, Administrative Agent and Collateral Agent By: /s/ Xxxx X. Xxxxx Name: Title: Xxxx X. Xxxxx Associate Director Banking Products Services, US By: /s/ Xxxx X. Xxxx Name: Title: Xxxx X. Xxxx Associate Director Banking Products Services, US UBS LOAN FINANCE LLC, as Lender and Swingline Lender By: /s/ Xxxx X. Xxxxx Name: Title: Xxxx X. Xxxxx Associate Director Banking Products Services, US By: /s/ Xxxx X. Xxxx Name: Title: Xxxx X. Xxxx Associate Director Banking Products Services, US FIRST AMENDMENT TO REVOLVING SYNDICATED FACILITY AGREEMENT CREDIT PARTNERS L.P. SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender and a Documentation Agent By: /s/ Xxxxxxxxxxx Reo Day Name: Title: Xxxxxxxxxxx Reo Day Vice President By: /s/ Xxxxx X. Xxxxx Name: Title: Xxxxx X. Xxxxx Associate FIRST AMENDMENT TO REVOLVING SYNDICATED FACILITY AGREEMENT Xxxxxxx Sachs Bank USA, as Syndication Agent and Lender By: /s/ Xxxx Xxxxxx Name: Title: Xxxx Xxxxxx Authorized Signatory FIRST AMENDMENT TO REVOLVING SYNDICATED FACILITY AGREEMENT ROYAL BANK OF CANADA, as Lender and a Syndication Agent By: /s/ Xxxxxxxx Xxxxx Name: Title: Xxxxxxxx Xxxxx Authorized Signatory FIRST AMENDMENT TO REVOLVING SYNDICATED FACILITY AGREEMENT Siemens Financial Services, Inc., as Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President Siemens Financial Services, Inc., as Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Sr. Transaction Coordinator FIRST AMENDMENT TO REVOLVING SYNDICATED FACILITY AGREEMENT XXXXX FARGO BANK, N.A., as Lender and a Documentation Agent By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Director FIRST AMENDMENT TO REVOLVING SYNDICATED FACILITY AGREEMENT Schedule 6.01(q) Certain Letters of Credit Entity Issuing Bank Beneficiary Maturity Date Country Purpose USD Equivalent Tronox Worldwide LLC JPMorgan Citibank NY support German Workers Union Guaranty (€424,600) 1-May-13 US Uerdingen Severance $526,673.84 Tiwest Pty Ltd Westpac Minister for Mining Act of 1978 N/A AU Performance $14,186.00 Tiwest Pty Ltd Westpac Minister for Mining Act of 1978 N/A AU Performance A$93,000 Tiwest Pty Ltd Westpac Independent Market Operator (IMO) N/A AU Performance A$150,897 Tiwest Pty Ltd Westpac Synergy 31 Mar 15 Supplier payment security A$1,600,000 Tiwest Pty Ltd Westpac Synergy 31 Mar 15 Supplier payment security A$ 1,000,000 Tronox Worldwide LLC JPMorgan Republic Insurance Company 3-Jul-12 US Workers Comp $150,000.00 FIRST AMENDMENT TO REVOLVING SYNDICATED FACILITY AGREEMENT Schedule 2.18 Existing Letters of Credit Entity Issuing Bank Beneficiary Maturity Date Country Purpose USD Equivalent Tronox Incorporated Xxxxx Fargo Liberty Mutual Insurance Company 6-Jun-13 US Collateral for surety $5,945,659.80 Tronox LLC Xxxxx Fargo ACE American Insurance Company 6-Jun-13 US Workers Comp $2,785,052.00 Tronox LLC Xxxxx Fargo U.S. Bank, National Association 17-Jun-13 US Performance - freight $2,500,000.00 Tronox LLC Xxxxx Fargo Tennessee Gas Pipeline Company 16-Jun-13 US Performance - NG $378,000.00 Tronox Incorporated Xxxxx Fargo National Union Fire Co. 6-Jul-13 US GL / AL / WC $4,800,500.00 Tronox LLC Xxxxx Fargo Colorado River Commission of Nevada 28-Dec-12 US Performance - Elec $440,232.49 Tronox LLC Xxxxx Fargo Tennessee Valley Authority 2-Feb-13 US Performance - Elec $8,700,000.00 Tronox LLC Xxxxx Fargo One Stamford Plaza Owner LLC 2-Apr-13 US Lease Security Deposit $624,335.00 Tronox LLC Xxxxx Fargo The Royal Bank of Scotland N.V. (€2,500,000) 27-Mar-13 US Collateral for Portugal LC $3,070,500.001 1 USD Equivalent as of 8/6/2012. FIRST AMENDMENT TO REVOLVING SYNDICATED FACILITY AGREEMENT Exhibit A $300.0 million REVOLVING SYNDICATED FACILITY AGREEMENT dated as of June 18, 2012, among TRONOX INCORPORATED and certain of its Subsidiaries, as U.S. Borrowers and Guarantors, TRONOX LIMITED (ACN 153 348 111) and certain of its Subsidiaries, as Australian Borrowers and Guarantors, and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, UBS AG, STAMFORD BRANCH, as Issuing Bank, Administrative Agent and Collateral Agent, UBS LOAN FINANCE LLC, as Swingline Lender, UBS AG, STAMFORD BRANCH, as Australian Security Trustee, UBS SECURITIES LLC, as Arranger and Bookmanager, XXXXXXX XXXXX BANK USA and ROYAL BANK OF CANADA, as Co-Syndication AgentAgents and CREDIT SUISSE AG, joxxx xxxd arranger, joint bookrunner CAYMAN ISLANDS BRANCH and Lender By: ________________________________________ Authorized Signatory LA\1430179.12 JPMORGAN CHASE XXXXX FARGO BANK, N.A. as Co-Syndication Agent, joint lead arranger, joint bookrunner and Lender By: _____________________________________ Name: Title: LA\1430179.12 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, Collateral Agent, an Issuing Bank, Swing Line Lender and Lender By: _____________________________________ Name: Title: By: _____________________________________ Name: Title: LA\1430179.12 FLEET NATIONAL BANK, as an Issuing Bank and predecessor Swing Line Lender By: _____________________________________ Name: Title: LA\1430179.12 THE ROYAL BANK OF SCOTLANDN.A., as Co-Documentation Agent and Lender By: _____________________________________ Name: Title: LA\1430179.12 GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent and Lender By: _____________________________________ Name: Title: LA\1430179.12 [LENDER], as Lender By: _____________________________________ Name: Title: LA\1430179.12 EXHIBIT A TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT DATED AS OF AUGUST 9, 2004 AS AMENDED AS OF JANUARY 1, 2005 AS FURTHER AMENDED AS OF JUNE 3, 2005 AMONG BERRY PLASTICS CORPORATION, BPC HOXXXXX CORPORATION, CERTAIN SUBSIDIARIES OF BERRY PLASTICS CORPORATION AS XXXXXNTORS, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P. XXD JPMORGAN CHASE BANK, N.A. AS JOINT LEAD ARRANGERS, JOINT BOOKRUNNERS AND CO-SYNDICATION AGENTS, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT, COLLATERAL AGENT, AN ISSUING BANK AND SWING LINE LENDER FLEET NATIONAL BANK AS AN ISSUING BANK AND PREDECESSOR SWING LINE LENDER, AND THE ROYAL BANK OF SCOTLAND AND GENERAL ELECTRIC CAPITAL CORPORATION, AS CO-DOCUMENTATION AGENTS ________________________________________________________ $945,000,000 SENIOR SECURED CREDIT FACILITIES ________________________________________________________ NY12526:37176.3 LA\1431665.15 TABLE OF CONTENTS PageAgents

AGENTS AND LENDERS. GOLDMAN SACHS CREDIT PARTNERS L.P. as Co-Syndication AgentUBS AG, joxxx xxxd arranger, joint bookrunner and Lender By: ________________________________________ Authorized Signatory LA\1430179.12 JPMORGAN CHASE BANK, N.A. as Co-Syndication Agent, joint lead arranger, joint bookrunner and Lender By: _____________________________________ Name: Title: LA\1430179.12 DEUTSCHE BANK TRUST COMPANY AMERICASSTAMFORD BRANCH, as Administrative Agent, Collateral Agent, an Issuing Bank, Swing Line Lender Lender, Swingline Lender, Administrative Agent and Lender Collateral Agent By: _____________________________________ /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Associate Director By: _____________________________________ /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: LA\1430179.12 FLEET NATIONAL BANKDirector [Consent to Revolving Credit Agreement] CREDIT SUISSE AG, as an Issuing Bank and predecessor Swing Line Lender By: _____________________________________ Name: Title: LA\1430179.12 THE ROYAL BANK OF SCOTLAND, as Co-Documentation Agent and Lender By: _____________________________________ Name: Title: LA\1430179.12 GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent and Lender By: _____________________________________ Name: Title: LA\1430179.12 [LENDER]CAYMAN ISLANDS BRANCH, as Lender By: _____________________________________ /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: LA\1430179.12 EXHIBIT A TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT DATED AS OF AUGUST 9Authorized Signatory By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory [Consent to Revolving Credit Agreement] XXXXXXX XXXXX BANK USA, 2004 AS AMENDED AS OF JANUARY 1, 2005 AS FURTHER AMENDED AS OF JUNE 3, 2005 AMONG BERRY PLASTICS CORPORATION, BPC HOXXXXX CORPORATION, CERTAIN SUBSIDIARIES OF BERRY PLASTICS CORPORATION AS XXXXXNTORS, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P. XXD JPMORGAN CHASE BANK, N.A. AS JOINT LEAD ARRANGERS, JOINT BOOKRUNNERS AND CO-SYNDICATION AGENTS, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT, COLLATERAL AGENT, AN ISSUING BANK AND SWING LINE LENDER FLEET NATIONAL BANK AS AN ISSUING BANK AND PREDECESSOR SWING LINE LENDER, AND THE as Lender By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Authorized Signatory [Consent to Revolving Credit Agreement] ROYAL BANK OF SCOTLAND AND GENERAL ELECTRIC CAPITAL CORPORATIONCANADA, AS COas Lender By: /s/ X. Xxxxxxxx Name: X. Xxxxxxxx Title: Attorney-DOCUMENTATION AGENTS ________________________________________________________ $945,000,000 SENIOR SECURED CREDIT FACILITIES ________________________________________________________ NY12526:37176.3 LA\1431665.15 TABLE in-fact By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Attorney-in-fact [Consent to Revolving Credit Agreement] SIEMENS FINANCIAL SERVICES, as Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President [Consent to Revolving Credit Agreement] XXXXX FARGO BANK, N.A., as Lender By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Duly Authorized Signer [Consent to Revolving Credit Agreement] BANK OF CONTENTS PageAMERICA, N.A., as Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Sr. Vice President [Consent to Revolving Credit Agreement] CITIBANK, N.A., as Lender By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Vice President & Director [Consent to Revolving Credit Agreement]

AGENTS AND LENDERS. GOLDMAN SACHS CREDIT PARTNERS L.P. WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Administrative Agent, joxxx xxxd arrangerSwingline Lender, joint bookrunner Issuing Lender and Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President [Credit Agreement — Bowater Incorporated] JPMORGAN CHASE BANK, N.A, as Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President [Credit Agreement — Bowater Incorporated] UBS LOAN FINANCE LLC, as Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director, Bank Products Services, US By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director, Bank Products Services, US [Credit Agreement — Bowater Incorporated] XXXXX FARGO FOOTHILL, LLC, as Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President [Credit Agreement — Bowater Incorporated] Annex A LENDER AUTHORIZATION Bowater Incorporated Credit Agreement May __, 2006 Wachovia Bank, National Association Xxxxxxxxx Xxxxx, XX-0 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 Attention: Syndication Agency Services Re: Credit Agreement dated as of May 31, 2006 (as amended, the "Credit Agreement") by and among Bowater Incorporated (the "Borrower"), the banks and financial institutions party thereto, as lenders, and Wachovia Bank, National Association, as administrative agent (the "Administrative Agent") This Authorization acknowledges our receipt and review of the execution copy of the Credit Agreement in the form posted on SyndTrak Online. By executing this Authorization, we hereby approve the Credit Agreement and authorize the Administrative Agent to execute and deliver the Credit Agreement on our behalf. Each financial institution executing this Authorization agrees or reaffirms that it shall be a party to the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) to which Lenders are parties and shall have the rights and obligations of a Lender (as defined in the Credit Agreement), and agrees to be bound by the terms and provisions applicable to a "Lender", under each such agreement. In furtherance of the foregoing, each financial institution executing this Authorization agrees to execute any additional documents reasonably requested by the Administrative Agent to evidence such financial institution's rights and obligations under the Credit Agreement. [Insert name of applicable financial institution] By: Name: Title: EXHIBIT A-I to Credit Agreement dated as of May 31, 2006 by and among Bowater Incorporated, as Borrower, the Lenders party thereto, as Lenders, and Wachovia Bank, National Association, as Administrative Agent FORM OF REVOLVING CREDIT NOTE REVOLVING CREDIT NOTE $____________ ____________, 200__________ FOR VALUE RECEIVED, the undersigned, BOWATER INCORPORATED, a Delaware corporation (the "Borrower"), promises to pay to the order of ___________________ Authorized Signatory LA\1430179.12 JPMORGAN CHASE BANK(the "Lender"), N.A. as Co-Syndication Agentat the place and times provided in the Credit Agreement referred to below, joint lead arranger, joint bookrunner and Lender By: the principal sum of _____________________ DOLLARS ($_________________ Name: Title: LA\1430179.12 DEUTSCHE BANK TRUST COMPANY AMERICAS) or, if less, the principal amount of all Revolving Credit Loans made by the Lender from time to time pursuant to that certain Credit Agreement dated as of May 31, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") by and among the Borrower, as Borrower, the Lenders who are or may become a party thereto, as Lenders, and Wachovia Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The unpaid principal amount of this Revolving Credit Note from time to time outstanding is subject to mandatory repayment from time to time as provided in the Credit Agreement and shall bear interest as provided in Section 4.1 of the Credit Agreement. All payments of principal and interest on this Revolving Credit Note shall be payable in lawful currency of the United States of America in immediately available funds to the account designated in the Credit Agreement. This Revolving Credit Note is entitled to the benefits of, Collateral Agentand evidences Obligations incurred under, an Issuing Bankthe Credit Agreement, Swing Line Lender to which reference is made for a description of the security for this Revolving Credit Note and Lender By: _____________________________________ Name: Title: By: _____________________________________ Name: Title: LA\1430179.12 FLEET NATIONAL BANK, as an Issuing Bank for a statement of the terms and predecessor Swing Line Lender By: _____________________________________ Name: Title: LA\1430179.12 THE ROYAL BANK OF SCOTLAND, as Co-Documentation Agent conditions on which the Borrower is permitted and Lender By: _____________________________________ Name: Title: LA\1430179.12 GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent required to make prepayments and Lender By: _____________________________________ Name: Title: LA\1430179.12 [LENDER], as Lender By: _____________________________________ Name: Title: LA\1430179.12 EXHIBIT A TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED repayments of principal of the Obligations evidenced by this Revolving Credit Note and on which such Obligations may be declared to be immediately due and payable. THIS REVOLVING CREDIT AND GUARANTY AGREEMENT SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT DATED AS OF AUGUST 9, 2004 AS AMENDED AS OF JANUARY 1, 2005 AS FURTHER AMENDED AS OF JUNE 3, 2005 AMONG BERRY PLASTICS CORPORATION, BPC HOXXXXX CORPORATION, CERTAIN SUBSIDIARIES OF BERRY PLASTICS CORPORATION AS XXXXXNTORS, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P. XXD JPMORGAN CHASE BANK, N.A. AS JOINT LEAD ARRANGERS, JOINT BOOKRUNNERS AND CO-SYNDICATION AGENTS, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT, COLLATERAL AGENT, AN ISSUING BANK AND SWING LINE LENDER FLEET NATIONAL BANK AS AN ISSUING BANK AND PREDECESSOR SWING LINE LENDERNOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE ROYAL BANK LAW OF SCOTLAND AND GENERAL ELECTRIC CAPITAL CORPORATIONTHE STATE OF NEW YORK, AS CO-DOCUMENTATION AGENTS ________________________________________________________ $945,000,000 SENIOR SECURED CREDIT FACILITIES ________________________________________________________ NY12526:37176.3 LA\1431665.15 TABLE WITHOUT REFERENCE TO THE CONFLICTS OF CONTENTS PageLAW PRINCIPLES THEREOF. The Indebtedness evidenced by this Revolving Credit Note is senior in right of payment to all Subordinated Indebtedness referred to in the Credit Agreement. The Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Revolving Credit Note.