Exhibit 10.32


 


EXECUTION VERSION


 


AMENDMENT NO. 7 TO CREDIT
AGREEMENT


 


This Amendment No. 7
to Credit Agreement, dated as of March 15, 2006 (this “Amendment”), is
entered into by and among Blue Ridge Paper Products Inc., a Delaware
corporation (“Borrower”), as Borrower; Blue Ridge Holding Corp., a Delaware
corporation (“Holdings”), as a Credit Party; BRPP, LLC, a North Carolina
limited liability company (the “IP Subsidiary”), as a Credit Party; and General
Electric Capital Corporation, as a Lender and as Agent for Lenders (in such
capacity, “Agent”).


 


RECITALS


 


A.                                   Borrower, Holdings, the IP Subsidiary,
Agent and Lender are parties to that certain Credit Agreement, dated as of December 17,
2003 (as amended by Amendment No. 1 thereto, dated as of February 17,
2004, Amendment No. 2 thereto, dated as of September 15, 2004,
Consent and Amendment No. 3 thereto, dated as of October 8, 2004,
Amendment No. 4 thereto, dated as of October 8, 2004, Amendment No. 5
thereto, dated as of December 21, 2004, Amendment No. 6 thereto,
dated as of August 5, 2005, and as from time to time hereafter further
amended, restated, supplemented or otherwise modified and in effect, the “Credit
Agreement”), pursuant to which Lender has made and will hereafter make loans
and advances and other extensions of credit to Borrower.


 


B.                                     Borrower, Agent and Lender are desirous
of amending the Credit Agreement as and to the extent set forth herein and
subject to the terms and conditions set forth herein.


 


C.                                     This Amendment shall constitute a Loan Document
and these Recitals shall be construed as part of this Amendment. Capitalized
terms used herein without definition are so used as defined in the Credit
Agreement and Annex A thereto.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


1.                                       Amendments
to Credit Agreement.


 


1.1.                              Paragraph
(c) of Annex C (Cash Management System) to the Credit Agreement is amended
by amending and restating in its entirety the definition of “Activation
Event” set forth in the parenthetical at the end of clause (iii) of
such paragraph as follows:


 


“any time at which (1) a
Default or Event of Default has occurred and is continuing or (2) Borrowing
Availability at such time is less than $5,000,000 (any of the foregoing being
referred to herein as an “Activation Event”).”


 

















 


1.2.                              Paragraph
(b) of Annex G (Financial Covenants) to the Credit Agreement is amended
and restated in its entirety as follows:


 


“(b)                           Minimum
Fixed Charge Coverage Ratio. If Borrowing Availability falls below
$5,000,000, then, for the most recently ended Fiscal Quarter and for each
Fiscal Quarter thereafter, Borrower and its Subsidiaries shall have on a
consolidated basis at the end of each such Fiscal Quarter, a Fixed Charge
Coverage Ratio for the 12-month period then ended of not less than 1.10 to
1.00.”


 


2.                                       Representations
and Warranties. Borrower represents and warrants to Agent and Lender that
the execution, delivery and performance by Borrower of this Amendment (a) have
been duly authorized by all necessary action on the part of Borrower, and (b) do
not and will not conflict with, result in the breach or termination of, constitute
a default under, or accelerate or permit the acceleration of any performance
required by, any indenture (including, without limitation, the Senior Secured
Notes Indenture), mortgage, deed of trust, lease, agreement or other instrument
to which Borrower is a party.


 


3.                                       Conditions
to Effectiveness. The effectiveness of this Amendment is expressly
conditioned upon the satisfaction of each of the following conditions precedent
in a manner acceptable to Agent:


 


3.1.                              Agent’s
receipt of counterparts of this Amendment, duly executed by Borrower, Holdings,
the IP Subsidiary, Agent and Lender.


 


3.2.                              No
Default or Event of Default shall have occurred and be continuing or would
result from the effectiveness of this Amendment.


 


3.3.                              The
representations and warranties contained in Section 2 of this
Amendment shall be true, correct and complete.


 


4.                                       Reference
to and Effect Upon the Credit Agreement and other Loan
Documents.


 


4.1.                              The
Credit Agreement, the Notes and each other Loan Document shall remain in full
force and effect and each is hereby ratified and confirmed by Borrower,
Holdings and the IP Subsidiary. Without limiting the foregoing, the Liens
granted pursuant to the Collateral Documents shall continue in full force and
effect and the guaranties of Holdings and the IP Subsidiary shall continue in
full force and effect.


 


4.2.                              Each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”
or any other word or words of similar import shall mean and be a reference to
the Credit Agreement as amended hereby, and each reference in any other Loan
Document to the Credit Agreement or any word or words of similar import shall
be and mean a reference to the Credit Agreement as amended hereby.


 


5.                                       Counterparts.
This Amendment may be executed in any number of counterparts, each of
which when so executed shall be deemed an original but all such counterparts
shall constitute


 

















 


one
and the same instrument. A counterpart signature page delivered by
fax transmission shall be as effective as delivery of an originally executed
counterpart.


 


6.                                       Costs
and Expenses. As provided in Section 11.3 of the Credit Agreement,
Borrower shall pay the fees, costs and expenses incurred by Agent in connection
with the preparation, execution and delivery of this Amendment (including,
without limitation, reasonable attorneys’ fees).


 


7.                                       GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS)
OF THE STATE OF NEW YORK.


 


8.                                       Headings.
Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any
other purpose.


 


[SIGNATURE PAGE FOLLOWS]


 

















 


IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first
written above.


 


 


	
   

  	
  BLUE
  RIDGE PAPER PRODUCTS INC., as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN B.
  WADSWORTH

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLUE
  RIDGE HOLDING CORP., as a Credit Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN B.
  WADSWORTH

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  BRPP,
  LLC, as a Credit Party

  
	
   

  	
  By:

  	
  Blue Ridge Paper
  Products Inc., sole Member and

  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN B.
  WADSWORTH

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL  CORPORATION,

  
	
   

  	
  as Agent and
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES R.
  PUSO

  	
   

  
	
   

  	
  Title: Duly
  Authorized Signatory

  
							



 


 


 


 


AMENDMENT
NO. 7 TO CREDIT AGREEMENT