EXHIBIT 10.1 AMENDMENT NO. 3 TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT AMENDMENT NO. 3, dated as of August 9, 2000 (the "Amendment"), to the Debtor-In-Possession Credit Agreement dated as of March 17, 2000 (as the same may be further amended, modified or supplemented from time to time, the "Credit Agreement") among CROWN PAPER CO., a Virginia corporation (the "Borrower"), a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, the lenders party thereto (the "Lenders"), the LC Issuing Banks party thereto, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York Trust Company ("Morgan"), as Administrative Agent, and THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase"), as Syndication Agent (in such capacity, and together with Morgan in its capacity as Administrative Agent, the "Agents"). WITNESSETH: WHEREAS, the parties to the Credit Agreement desire to make certain amendments thereto as provided herein; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, from and after the date hereof, refer to the Credit Agreement as amended hereby. Section 2. Amendment to Section 1.01 of the Credit Agreement. The definition of "Consolidated Subsidiary" in Section 1.01 of the Credit Agreement is hereby amended by adding, immediately after the phrase "were prepared as of such date", the phrase ", provided that for the purpose of calculating Consolidated Capital Expenditures or Consolidated EBITDA pursuant to Section 6.01 and Section 6.02, respectively, "Consolidated Subsidiary" shall exclude Subsidiaries or other entities organized under the laws of any jurisdiction other than the United States or any state thereof." Section 3. Amendment to Section 7.03 of the Credit Agreement. Subsection (b) of Section 7.03 of the Credit Agreement is hereby amended as follows: (a) by replacing the phrase "With respect to Asset Sales" with the phrase "Except for a sale of all or substantially all of the assets of a Crown Company"; and (b) by deleting the word "such" that appears immediately after the phrase "no Crown Company will make any". Section 4. Effectiveness. This Amendment shall become effective if and only if the Administrative Agent shall have received duly executed counterparts hereof signed by each of the Borrower and the Required Lenders (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party). Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. Section 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. CROWN PAPER CO. By: MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: THE CHASE MANHATTAN BANK By: 2 GOLDMAN SACHS CREDIT PARTNERS L.P. By: PRESIDENT & FELLOWS OF HARVARD COLLEGE By: Regiment Capital Management, LLC, as its Investment Advisor By: Regiment Capital Advisors, LLC, its Manager and pursuant to delegated authority By: REGIMENT CAPITAL, LTD By: Regiment Capital Management, LLC, as its Investment Advisor By: Regiment Capital Advisors, LLC, its Manager and pursuant to delegated authority By: 3 NATEXIS BANQUE BFCE By: By: VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: PILGRIM PRIME RATE TRUST By: Pilgrim Investment Inc., as its Investment Manager By: BANK OF AMERICA, N.A. By: BANKERS TRUST COMPANY By: 4 BEAR STEARNS INVESTMENT PRODUCTS, INC. By: 5