Exhibit 4.4


 


$125,000,000


 


BLUE RIDGE PAPER PRODUCTS INC.


 


9.5% of Senior Secured Notes due 2008


 


 


REGISTRATION RIGHTS AGREEMENT


 


December 17, 2003


JEFFERIES & COMPANY, INC.


11100 Santa Monica Boulevard


10th Floor


Los Angeles, California 90025


 


Ladies and Gentlemen:


 


BLUE RIDGE
PAPER PRODUCTS INC., a Delaware corporation (the “Company”), is issuing
and selling to Jefferies & Company, Inc. (the “Initial Purchaser”),
upon the terms set forth in the Purchase Agreement dated December 10, 2003, by
and among the Company, the Initial Purchaser and the subsidiary guarantor named
therein (the “Purchase Agreement”), $125,000,000 aggregate principal
amount of 9.5% Senior Notes due 2008 issued by the Company (each, a “Note”
and collectively, the “Notes”). 
As an inducement to the Initial Purchaser to enter into the Purchase
Agreement, the Company and the subsidiary guarantor listed in the signature
pages hereto agree with the Initial Purchaser, for the benefit of the Holders
(as defined below) of the Notes (including, without limitation, the Initial
Purchaser), as follows:


 


1.             Definitions


 


Capitalized
terms that are used herein without definition and are defined in the Purchase
Agreement shall have the respective meanings ascribed to them in the Purchase
Agreement.  As used in this Agreement,
the following terms shall have the following meanings:


 


Additional Interest:  See Section 4(a).


 


Advice:  See Section 6(w).


 


Agreement:  This Registration Rights Agreement, dated as
of the Closing Date, among the Company, the Subsidiary Guarantor and the
Initial Purchaser.


 


Applicable Period:  See Section 2(e).


 


Business Day:  A day that is not a Saturday, a Sunday or a
day on which banking institutions in the City of New York are authorized or
required by law or executive order to be closed.


 


Closing Date:  December 17, 2003.


 

















 


Collateral Agreements:  Shall have the meaning set forth in the
Indenture.


 


Company:  See the introductory paragraph to this
Agreement.


 


Day:  Unless otherwise expressly provided, a
calendar day.


 


Effectiveness Date:  The 210th day after the Issue
Date.


 


Effectiveness Period:  See Section 3(a).


 


Event Date:  See Section 4(b).


 


Exchange Act:  The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


Exchange Notes:  9.5% Senior Secured Notes due 2008 of the
Company, identical in all material respects to the Notes, including the
guarantees endorsed thereon, except for references to series and restrictive
legends.


 


Exchange Offer:  See Section 2(a).


 


Exchange Registration Statement:  See Section 2(a).


 


Filing Date:  The 120th day after the Issue
Date.


 


Holder:  Any registered holder of Registrable Notes.


 


Indemnified Party:  See Section 8(c).


 


Indemnifying Party:  See Section 8(c).


 


Indenture:  The Indenture, dated as of the Closing Date,
among the Company, the Subsidiary Guarantor and U.S. Bank National Association,
as trustee, pursuant to which the Notes are being issued, as amended or
supplemented from time to time in accordance with the terms hereof.


 


Initial Purchaser:  See the introductory paragraph to this
Agreement.


 


Initial Shelf Registration:  See Section 3(a).


 


Inspectors:  See Section 6(o).


 


Issue Date:  December 17, 2003


 


Lien:  Shall have the meaning set forth in the
Indenture.


 


Losses:  See Section 8(a).


 


NASD:  National Association of Securities Dealers,
Inc.


 

















 


Notes:  See the introductory paragraph to this
Agreement.


 


Participating Broker-Dealer:  See Section 2(e).


 


Person:  An individual, trustee, corporation,
partnership, limited liability company, joint stock company, trust,
unincorporated association, union, business association, firm, government or
agency or political subdivision thereof, or other legal entity.


 


Private Exchange:  See Section 2(f).


 


Private Exchange Notes:  See Section 2(f).


 


Prospectus:  The prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Notes
covered by such Registration Statement, and all other amendments and supplements
to the Prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such
Prospectus.


 


Purchase Agreement:  See the introductory paragraph to this
Agreement.


 


Records:  See Section 6(o).


 


Registrable Notes:  (i) Notes, (ii) Private Exchange Notes and
(iii) Exchange Notes received in the Exchange Offer, in each case, that may not
be sold without restriction under federal or state securities laws.


 


Registration Statement:  Any registration statement of the Company
and the Subsidiary Guarantor filed with the SEC under the Securities Act
(including, but not limited to, the Exchange Registration Statement, the Shelf
Registration and any subsequent Shelf Registration) that covers any of the
Registrable Notes pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement,
including post-effective amendments, all exhibits and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.


 


Rule 144:  Rule 144 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144A) or regulation hereafter adopted by the SEC providing for offers
and sales of securities made in compliance therewith resulting in offers and
sales by subsequent holders that are not affiliates of an issuer or such
securities being free of the registration and prospectus delivery requirements
of the Securities Act.


 


Rule 144A:  Rule 144A promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144) or regulation hereafter adopted by the SEC.


 

















 


Rule 415:  Rule 415 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.


 


Rule 430A:  Rule 430A promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.


 


SEC:  The Securities and Exchange Commission.


 


Securities:  The Notes, the Exchange Notes and the
Private Exchange Notes.


 


Securities Act:  The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.


 


Shelf Notice:  See Section 2(j).


 


Shelf Registration:  See Section 3(b).


 


Subsequent Shelf Registration:  See Section 3(b).


 


Subsidiary Guarantor:  Each subsidiary of the Company that
guarantees the obligations of the Company under the Notes and Indenture.  As of the date hereof, the only Subsidiary
Guarantor is BRPP, LLC, a North Carolina limited liability company.


 


TIA:  The Trust Indenture Act of 1939, as amended.


 


Trustee:  The trustee under the Indenture and, if
existent, the trustee under any indenture governing the Exchange Notes and
Private Exchange Notes (if any).


 


Underwritten Registration or Underwritten
Offering:  A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.


 


2.             Exchange Offer


 


(a)           Unless
the Exchange Offer would not be permitted by applicable laws or a policy of the
SEC, the Company shall (and shall cause each Subsidiary Guarantor to) (i)
prepare and file with the SEC promptly after the date hereof, but in no event
later than the Filing Date, a registration statement (the “Exchange
Registration Statement”) on an appropriate form under the Securities Act
with respect to an offer (the “Exchange Offer”) to the Holders of Notes
to issue and deliver to such Holders, in exchange for the Notes, a like
principal amount of Exchange Notes, (ii) cause the Exchange Registration
Statement to become effective as promptly as practicable after the filing
thereof, but in no event later than the Effectiveness Date, (iii) keep the
Exchange Registration Statement effective until the consummation of the
Exchange Offer in accordance with its terms, and (iv) commence the Exchange
Offer and issue on or prior to 45 business days after the date on which the
Exchange Registration Statement is required to be declared effective, Exchange
Notes in exchange for all Notes tendered prior thereto in the Exchange
Offer.  The Exchange Offer shall not be
subject to any conditions, other


 

















 


than that the
Exchange Offer does not violate applicable law or any applicable interpretation
of the staff of the SEC.


 


(b)           The
Exchange Notes shall be issued under, and entitled to the benefits of, (i) the
Indenture or a trust indenture that is identical to the Indenture (other than
such changes as are necessary to comply with any requirements of the SEC to
effect or maintain the qualifications thereof under the TIA) and (ii) the
Collateral Agreements.


 


(c)           Interest
on the Exchange Notes and Private Exchange Notes will accrue from the last
interest payment due date on which interest was paid on the Notes surrendered
in exchange therefor or, if no interest has been paid on the Notes, from the
date of original issue of the Notes. 
Each Exchange Note and Private Exchange Note shall bear interest at the rate
set forth thereon; provided, that
interest with respect to the period prior to the issuance thereof shall accrue
at the rate or rates borne by the Notes from time to time during such period.


 


(d)           The
Company may require each Holder as a condition to participation in the Exchange
Offer to represent (i) that any Exchange Notes received by it will be acquired
in the ordinary course of its business, (ii) that at the time of the
commencement and consummation of the Exchange Offer such Holder has not entered
into any arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes
in violation of the provisions of the Securities Act, (iii) that if such Holder
is an “affiliate” of the either of the Company within the meaning of Rule 405
of the Securities Act, it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable to it,
(iv) if such Holder is not a broker-dealer, that it is not engaged in, and does
not intend to engage in, the distribution of the Notes and (v) if such Holder
is a Participating Broker-Dealer, that it will deliver a Prospectus in
connection with any resale of the Exchange Notes.


 


(e)           The
Company shall (and shall cause each Subsidiary Guarantor to) include within the
Prospectus contained in the Exchange Registration Statement a section entitled
“Plan of Distribution” reasonably acceptable to the Initial Purchaser which
shall contain a summary statement of the positions taken or policies made by
the staff of the SEC with respect to the potential “underwriter” status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer for its own account in exchange for Notes that were acquired by it as a
result of market-making or other trading activity (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly
disseminated by the staff of the SEC or such positions or policies, in the
judgment of the Initial Purchaser, represent the prevailing views of the staff
of the SEC.  Such “Plan of Distribution”
section shall also allow, to the extent permitted by applicable policies and regulations
of the SEC, the use of the Prospectus by all Persons subject to the prospectus
delivery requirements of the Securities Act, including, to


 

















 


the extent so
permitted, all Participating Broker-Dealers, and include a statement describing
the manner in which Participating Broker-Dealers may resell the Exchange
Notes.  The Company shall use its best
efforts to keep the Exchange Registration Statement effective and to amend and
supplement the Prospectus contained therein, in order to permit such Prospectus
to be lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such Persons must
comply with such requirements in order to resell the Exchange Notes (the “Applicable
Period”).


 


(f)            If,
upon consummation of the Exchange Offer, the Initial Purchaser holds any Notes
acquired by it and having the status of an unsold allotment in the initial
distribution, the Company (upon the written request from the Initial Purchaser)
shall, simultaneously with the delivery of the Exchange Notes in the Exchange
Offer, issue and deliver to the Initial Purchaser, in exchange (the “Private
Exchange”) for the Notes held by the Initial Purchaser, a like principal
amount of Senior Secured Notes that are identical to the Exchange Notes except
for the existence of restrictions on transfer thereof under the Securities Act
and securities laws of the several states of the United States (the “Private
Exchange Notes”) (and which are issued pursuant to the same indenture as
the Exchange Notes).  The Private
Exchange Notes shall bear the same CUSIP number as the Exchange Notes.


 


(g)           In
connection with the Exchange Offer, the Company shall (and shall cause each
Subsidiary Guarantor to):


 


(i)            mail
to each Holder a copy of the Prospectus forming part of the Exchange
Registration Statement, together with an appropriate letter of transmittal that
is an exhibit to the Exchange Offer Registration Statement, and any related
documents;


 


(ii)           keep
the Exchange Offer open for not less than 20 Business Days after the date
notice thereof is mailed to the Holders (or longer if required by applicable
law);


 


(iii)          utilize
the services of a depository for the Exchange Offer with an address in the
Borough of Manhattan, the City of New York, which may be the Trustee or an
affiliate thereof;


 


(iv)          permit
Holders to withdraw tendered Registrable Notes at any time prior to the close
of business, New York time, on the last Business Day on which the Exchange
Offer shall remain open; and 


 


(v)           otherwise
comply in all material respects with all applicable laws.


 


(h)           As
soon as practicable after the close of the Exchange Offer or the Private
Exchange, as the case may be, the Company shall (and shall cause each
Subsidiary Guarantor to):


 

















 


(i)            accept
for exchange all Registrable Notes validly tendered pursuant to the Exchange
Offer or the Private Exchange, as the case may be, and not validly withdrawn;


 


(ii)           deliver
to the Trustee for cancellation all Registrable Notes so accepted for exchange;
and


 


(iii)          cause
the Trustee to authenticate and deliver promptly to each Holder tendering such
Registrable Notes, Exchange Notes or Private Exchange Notes, as the case may
be, equal in principal amount to the Notes of such Holder so accepted for
exchange.


 


(i)            The
Exchange Notes and the Private Exchange Notes may be issued under (i) the
Indenture or (ii) an indenture identical to the Indenture (other than such
changes as are necessary to comply with any requirements of the SEC to effect
or maintain the qualification thereof under the TIA), which in either event
will provide that the Exchange Notes will not be subject to the transfer
restrictions set forth in the Indenture, that the Private Exchange Notes will
be subject to the transfer restrictions set forth in the Indenture, and that
the Exchange Notes, the Private Exchange Notes and the Notes, if any, will be
deemed one class of security (subject to the provisions of the Indenture) and
entitled to participate in all the security granted by the Company pursuant to
the Collateral Agreements and in any Subsidiary Guarantee (as such terms are
defined in the Indenture) on an equal and ratable basis.


 


(j)            If:
(i) prior to the consummation of the Exchange Offer, the Holders of a majority
in aggregate principal amount of Registrable Notes determines in its or their
reasonable judgment that (A) the Exchange Notes would not, upon receipt, be
tradeable by the Holders thereof without restriction under the Securities Act
and the Exchange Act and without material restrictions under applicable Blue
Sky or state securities laws, or (B) the interests of the Holders under this
Agreement, taken as a whole, would be materially adversely affected by the
consummation of the Exchange Offer; (ii) applicable interpretations of the staff
of the SEC would not permit the consummation of the Exchange Offer prior to the
Effectiveness Date; (iii) subsequent to the consummation of the Private
Exchange, any Holder of Private Exchange Notes so requests; (iv) the Exchange
Offer is not consummated within 300 days of the Closing Date for any reason; or
(v) in the case of (A) any Holder not permitted by applicable law or SEC policy
to participate in the Exchange Offer, (B) any Holder participating in the
Exchange Offer that receives Exchange Notes that may not be sold without
restriction under state and federal securities laws (other than due solely to
the status of such Holder as an affiliate of the Company within the meaning of
the Securities Act) or (C) any broker-dealer that holds Notes acquired directly
from the Company or any of its affiliates and, in each such case contemplated
by this clause (v), such Holder notifies the Company within six months of
consummation of the Exchange Offer, then the Company shall promptly (and in any
event within five Business Days) deliver to the Holders (or in the case of an
occurrence of any event described in 


 

















 


clause (v) of
this Section 2(j), to any such Holder) and the Trustee notice thereof (the “Shelf
Notice”) and shall file an Initial Shelf Registration pursuant to Section
3.


 


3.             Shelf Registration


 


If a Shelf
Notice is delivered pursuant to Section 2(j), then this Section 3 shall apply
to all Registrable Notes.  Otherwise,
upon consummation of the Exchange Offer in accordance with Section 2, the
provisions of Section 3 shall apply solely with respect to (i) Notes held by
any Holder thereof not permitted to participate in the Exchange Offer, (ii)
Notes held by any broker-dealer that acquired such Notes directly from the
Company or any of its affiliates and (iii) Exchange Notes that are not freely
tradeable as contemplated by Section 2(j)(v) hereof, provided in each case that
the relevant Holder has duly notified the Company within six months of the
Exchange Offer as required by Section 2(j)(v).


 


(a)           Initial
Shelf Registration.  The Company
shall (and shall cause each Subsidiary Guarantor to), as promptly as
practicable, file with the SEC a Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415 covering all of the Registrable
Notes (the “Initial Shelf Registration”).  If the Company (and any Subsidiary Guarantor) has not yet filed
an Exchange Registration Statement, the Company shall (and shall cause each
Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or
prior to the Filing Date and shall use its best efforts to cause such Initial
Shelf Registration to be declared effective under the Securities Act on or
prior to the Effectiveness Date. 
Otherwise, the Company shall (and shall cause each Subsidiary Guarantor
to) use its best efforts to file with the SEC the Initial Shelf Registration
within 30 days of the delivery of the Shelf Notice and shall use its best
efforts to cause such Shelf Registration to be declared effective under the
Securities Act as promptly as practicable thereafter.  The Initial Shelf Registration shall be on Form S-1 or another
appropriate form permitting registration of such Registrable Notes for resale
by Holders in the manner or manners reasonably designated by them (including,
without limitation, one or more underwritten offerings).  The Company and Subsidiary Guarantors shall
not permit any securities other than the Registrable Notes to be included in
any Shelf Registration.  The Company
shall (and shall cause each Subsidiary Guarantor to) use its best efforts to
keep the Initial Shelf Registration continuously effective under the Securities
Act until the date which is 24 months from the Closing Date (subject to
extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness
Period”), or such shorter period ending when (i) all Registrable Notes
covered by the Initial Shelf Registration have been sold in the manner set
forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent
Shelf Registration covering all of the Registrable Notes covered by and not
sold under the Initial Shelf Registration or an earlier Subsequent Shelf
Registration has been declared effective under the Securities Act or (iii)
there cease to be any outstanding Registrable Notes.


 


(b)           Subsequent
Shelf Registrations.  If the Initial
Shelf Registration or any Subsequent Shelf Registration (as defined below)
ceases to be effective for any


 

















 


reason at any
time during the Effectiveness Period (other than because of the sale of all of
the securities registered thereunder), the Company shall (and shall cause each
Subsidiary Guarantor to) use its best efforts to obtain the prompt withdrawal
of any order suspending the effectiveness thereof, and in any event shall
within 30 days of such cessation of effectiveness amend such Shelf Registration
in a manner to obtain the withdrawal of the order suspending the effectiveness
thereof, or file (and cause each Subsidiary Guarantor to file) an additional
“shelf “ Registration Statement pursuant to Rule 415 covering all of the
Registrable Notes (a “Subsequent Shelf Registration”).  If a Subsequent Shelf Registration is filed,
the Company shall (and shall cause each Subsidiary Guarantor to) use its best
efforts to cause the Subsequent Shelf Registration to be declared effective as
soon as practicable after such filing and to keep such Subsequent Shelf
Registration continuously effective for a period equal to the number of days in
the Effectiveness Period less the aggregate number of days during which the
Initial Shelf Registration or any Subsequent Shelf Registration was previously
continuously effective.  As used herein
the term “Shelf Registration” means the Initial Shelf Registration and any
Subsequent Shelf Registrations


 


(c)           Supplements
and Amendments.  The Company shall
promptly supplement and amend any Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably requested
in writing by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Shelf Registration or by any underwriter of
such Registrable Notes.


 


(d)           Provision
of Information.  No Holder of
Registrable Notes shall be entitled to include any of its Registrable Notes in
any Shelf Registration pursuant to this Agreement unless such Holder furnishes
to the Company and the Trustee in writing, within 20 days after receipt of a
written request therefor, such information as the Company and the Trustee after
conferring with counsel with regard to information relating to Holders that
would be required by the SEC to be included in such Shelf Registration or
Prospectus included therein, may reasonably request for inclusion in any Shelf
Registration or Prospectus included therein, and no such Holder shall be
entitled to Additional Interest pursuant to Section 4 hereof unless and until
such Holder shall have provided such information.


 


4.             Additional
Interest


 


(a)           The
Company and each Subsidiary Guarantor acknowledges and agrees that the Holders
of Registrable Notes will suffer damages if the Company or any Subsidiary
Guarantor fails to fulfill its material obligations under Section 2 or Section
3 hereof and that it would not be feasible to ascertain the extent of such
damages with precision.  Accordingly,
the Company and the Subsidiary Guarantors agree to pay additional cash interest
on the Notes (“Additional Interest”) under the circumstances and to the
extent set forth below (each of which shall be given independent effect):


 

















 


(i)            if
neither the Exchange Registration Statement nor the Initial Shelf Registration
has been filed on or prior to the Filing Date, Additional Interest shall accrue
on the Notes over and above any stated interest at a rate of 0.25% per annum of
the principal amount of such Notes for the first 90 days immediately following
the Filing Date, such Additional Interest rate increasing by an additional
0.25% per annum at the beginning of each subsequent 90-day period;


 


(ii)           if
neither the Exchange Registration Statement nor the Initial Shelf Registration
is declared effective on or prior to the Effectiveness Date, Additional
Interest shall accrue on the Notes over and above any stated interest at a rate
of 0.25% per annum of the principal amount of such Notes for the first 90 days
immediately following the Effectiveness Date, such Additional Interest rate
increasing by an additional 0.25% per annum at the beginning of each subsequent
90-day period;


 


(iii)          if
(A) the Company (and any Subsidiary Guarantor) has not exchanged Exchange Notes
for all Notes validly tendered in accordance with the terms of the Exchange
Offer on or prior to the 45 Business Days after the Effectiveness Date, (B) the
Exchange Registration Statement ceases to be effective at any time prior to the
time that the Exchange Offer is consummated, (C) if applicable, a Shelf
Registration has been declared effective and such Shelf Registration ceases to
be effective at any time prior to the second anniversary of its effective date
(other than such time as all Notes have been disposed of thereunder) and is not
declared effective again within 30 days, or (D) pending the announcement of a
material corporate transaction, the Company issues a written notice pursuant to
Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange
Registration Statement is unusable and the aggregate number of days in any
365-day period for which all such notices issued or required to be issued, have
been, or were required to be, in effect exceeds 120 days in the aggregate or 30
days consecutively, in the case of a Shelf Registration statement, or 15 days
in the aggregate in the case of an Exchange Registration Statement, then
Additional Interest shall accrue on the Notes, over and above any stated
interest, at a rate of 0.25% per annum of the principal amount of such Notes
commencing on (w) the 46th Business Day after the Effectiveness Date, in the
case of (A) above, or (x) the date the Exchange Registration Statement ceases
to be effective without being declared effective again within 30 days, in the
case of clause (B) above, or (y) the day such Shelf Registration ceases to be
effective in the case of (C) above, or (z) the day the Exchange Registration
Statement or Shelf Registration ceases to be usable in case of clause (D)
above, such Additional Interest rate increasing by an additional 0.25% per
annum at the beginning of each such subsequent 90-day period;


 


provided, however, that
the maximum Additional Interest rate on the Notes may not exceed at any one
time in the aggregate 1.00% per annum; and provided


 

















 


further, that (1)
upon the filing of the Exchange Registration Statement or Initial Shelf
Registration (in the case of (i) above), (2) upon the effectiveness of the
Exchange Registration Statement or Initial Shelf Registration (in the case of
(ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered
(in the case of (iii)(A) above), or upon the effectiveness of the Exchange
Registration Statement that had ceased to remain effective (in the case of
clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which
had ceased to remain effective (in the case of (iii)(C) above), Additional
Interest on the Notes as a result of such clause (or the relevant subclause
thereof) or upon the effectiveness of such Registration Statement or Exchange
Registration Statement (in the case of clause (iii)(D) above), as the case may
be, shall cease to accrue.


 


(b)           The
Company shall notify the Trustee within 3 Business Days after each and every
date on which an event occurs in respect of which Additional Interest is
required to be paid (an “Event Date”). 
Any amounts of Additional Interest due pursuant to clause (a)(i),
(a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and
in the manner provided in the Indenture and whether or not any cash interest
would then be payable on such date, commencing with the first such semi-annual
date occurring after any such Additional Interest commences to accrue.  The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Notes, multiplied by a fraction, the numerator of which
is the number of days such Additional Interest rate was applicable during such
period (determined on the basis of a 360-day year comprised of twelve 30-day
months and, in the case of a partial month, the actual number of days elapsed),
and the denominator of which is 360.


 


5.             Hold-Back
Agreements


 


The Company
agrees that it will not effect any public or private sale or distribution
(including a sale pursuant to Regulation D under the Securities Act) of any
securities the same as or similar to those covered by a Registration Statement
filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as
defined in the Indenture) issued under the Indenture), or any securities
convertible into or exchangeable or exercisable for such securities, during the
10 days prior to, and during the 90-day period beginning on, the effective date
of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless
the Holders of a majority in the aggregate principal amount of the Registrable
Notes to be included in such Registration Statement consent.


 


6.             Registration
Procedures


 


In connection
with the filing of any Registration Statement pursuant to Sections 2 or 3
hereof, the Company shall (and shall cause each Subsidiary Guarantor to) effect
such registrations to permit the sale of such securities covered thereby in
accordance with the intended method or methods of disposition thereof, and
pursuant thereto and in connection with any Registration Statement filed by the
Company hereunder, the Company shall (and shall cause each Subsidiary Guarantor
to):


 

















 


(a)           Prepare
and file with the SEC as soon as practicable after the date hereof but in any
event on or prior to the Filing Date, the Exchange Registration Statement or if
the Exchange Registration Statement is not filed because of the circumstances
contemplated by Section 2(j), a Shelf Registration as prescribed by Section 3,
and use its best efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided that, if (1) a Shelf Registration is filed pursuant
to Section 3 or (2) a Prospectus contained in an Exchange Registration
Statement filed pursuant to Section 2 is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto
the Company shall (and shall cause each Subsidiary Guarantor to), if requested,
furnish to and afford the Holders of the Registrable Notes to be registered
pursuant to such Shelf Registration Statement, each Participating
Broker-Dealer, the managing underwriters, if any, and each of their respective
counsel, a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein and
all exhibits thereto) proposed to be filed. 
The Company and each Subsidiary Guarantor shall not file any such
Registration Statement or Prospectus or any amendments or supplements thereto
in respect of which the Holders must provide information for the inclusion
therein without the Holders being afforded an opportunity to review such
documentation.


 


(b)           Provide
an indenture trustee for the Registrable Notes, the Exchange Notes or the Private
Exchange Notes, as the case may be, and cause the Indenture (or other indenture
relating to the Registrable Notes) to be qualified under the TIA not later than
the effective date of the first Registration Statement; and in connection
therewith, to effect such changes to such indenture as may be required for such
indenture to be so qualified in accordance with the terms of the TIA; and
execute, and use its best efforts to cause such trustee to execute, all
documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable such indenture to be so
qualified in a timely manner.


 


(c)           Prepare
and file with the SEC such pre-effective amendments and post-effective
amendments to each Shelf Registration or Exchange Registration Statement, as
the case may be, as may be necessary to keep such Registration Statement
continuously effective for the Effectiveness Period or the Applicable Period,
as the case may be; cause the related Prospectus to be supplemented by any
Prospectus supplement required by applicable law, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; and comply with the provisions of the
Securities Act and the Exchange Act applicable to them with respect to the
disposition of all securities covered by such Registration Statement as so
amended or in such Prospectus as so supplemented and with respect to the
subsequent resale of any securities being sold by a Participating Broker-Dealer
covered by any such Prospectus.  The
Company and each Subsidiary Guarantor shall not, during the Applicable Period,
voluntarily take any action that would result in selling Holders 


 

















 


of the
Registrable Notes covered by a Registration Statement or Participating
Broker-Dealers seeking to sell Exchange Notes not being able to sell such
Registrable Notes or such Exchange Notes during that period, unless such action
is required by applicable law, rule or regulation or permitted by this
Agreement.


 


(d)           Furnish
to such selling Holders and Participating Broker-Dealers who so request in
writing (i) upon the Company’s receipt, a copy of the order of the SEC
declaring such Registration Statement and any post-effective amendment thereto
effective, (ii) such reasonable number of copies of such Registration Statement
and of each amendment and supplement thereto (in each case including any
documents incorporated therein by reference and all exhibits), (iii) such
reasonable number of copies of the Prospectus included in such Registration
Statement (including each preliminary Prospectus) and each amendment and
supplement thereto, and such reasonable number of copies of the final
Prospectus as filed by the Company and each Subsidiary Guarantor pursuant to
Rule 424(b) under the Securities Act, in conformity with the requirements of
the Securities Act and each amendment and supplement thereto, and (iv) such
other documents (including any amendments required to be filed pursuant to
clause (c) of this Section), as any such Person may reasonably request in
writing.  The Company and the Subsidiary
Guarantors hereby consent to the use of the Prospectus by each of the selling
Holders of Registrable Notes or each such Participating Broker-Dealer, as the
case may be, and the underwriters or agents, if any, and dealers, if any, in
connection with the offering and sale of the Registrable Notes covered by, or
the sale by Participating Broker-Dealers of the Exchange Notes pursuant to,
such Prospectus and any amendment or supplement thereto.


 


(e)           If
(1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is
required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period
relating thereto, the Company shall notify in writing the selling Holders of
Registrable Notes, or each such Participating Broker-Dealer, as the case may
be, the managing underwriters, if any, and each of their respective counsel
promptly (but in any event within 2 Business Days) (i) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective (including in such notice a written statement that
any Holder may, upon request, obtain, without charge, one conformed copy of
such Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated
by reference and exhibits), (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any Prospectus or the initiation of any
proceedings for that purpose, (iii) if at any time when a Prospectus is
required by the Securities Act to be delivered in connection with sales of the
Registrable Notes the representations and warranties of the Company and any
Subsidiary Guarantor contained in any agreement (including any underwriting
agreement)


 

















 


contemplated
by Section 6(n) hereof cease to be true and correct, (iv) of the receipt by the
Company or any Subsidiary Guarantor of any notification with respect to the
suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Notes or the Exchange Notes to
be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction,
or the initiation or threatening of any proceeding for such purpose, (v) of the
happening of any event, the existence of any condition of any information
becoming known that makes any statement made in such Registration Statement or
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making
of any changes in, or amendments or supplements to, such Registration
Statement, Prospectus or documents so that, in the case of the Registration
Statement and the Prospectus, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, (vi) of any reasonable
determination by the Company or any Subsidiary Guarantor that a post-effective
amendment to a Registration Statement would be appropriate and (vii) of any
request by the SEC for amendments to the Registration Statement or supplements
to the Prospectus or for additional information relating thereto.


 


(f)            Use
its best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or
exemption from qualification) of any of the Registrable Notes or the Exchange
Notes to be sold by any Participating Broker-Dealer, for sale in any
jurisdiction, and, if any such order is issued, to use its best efforts to
obtain the withdrawal of any such order at the earliest possible date.


 


(g)           If
(A) a Shelf Registration is filed pursuant to Section 3, (B) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is
required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period or
(C) reasonably requested in writing by the managing underwriters, if any, or
the Holders of a majority in aggregate principal amount of the Registrable
Notes being sold in connection with an underwritten offering, (i) promptly
incorporate in a Prospectus supplement or post-effective amendment such
information or revisions to information therein relating to such underwriters
or selling Holders as the managing underwriters, if any, or such Holders or any
of their respective counsel reasonably request in writing to be included or
made therein and (ii) make all required filings of such Prospectus supplement
or such post-effective amendment as soon as practicable after the Company has
received notification of the matters to be incorporated in such Prospectus
supplements or post-effective amendment.


 


(h)           Prior
to any public offering of Registrable Notes or any delivery of a Prospectus
contained in the Exchange Registration Statement by any Participating Broker-


 

















 


Dealer who
seeks to sell Exchange Notes during the Applicable Period, use its best efforts
to register or qualify, and to cooperate with the selling Holders of
Registrable Notes or each such Participating Broker-Dealer, as the case may be,
the underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or qualification)
of such Registrable Notes or Exchange Notes, as the case may be, for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any selling Holder, Participating Broker-Dealer or any
managing underwriter or underwriters, if any, reasonably request in writing; provided that where Exchange Notes held by
Participating Broker-Dealers or Registrable Notes are offered other than
through an underwritten offering, the Company and each Subsidiary Guarantor agree
to cause its counsel to perform Blue Sky investigations and file any
registrations and qualifications required to be filed pursuant to this Section
6(h), keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of the Exchange Notes
held by Participating Broker-Dealers or the Registrable Notes covered by the
applicable Registration Statement; provided
that neither the Company nor any Subsidiary Guarantor shall be required to (A)
qualify generally to do business in any jurisdiction where it is not then so
qualified, (B) take any action that would subject it to general service of
process in any such jurisdiction where it is not then so subject or (C) subject
itself to taxation in any such jurisdiction where it is not then so subject.


 


(i)            If
(A) a Shelf Registration is filed pursuant to Section 3 or (B) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is
requested to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
cooperate with the selling Holders of Registrable Notes and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company, and enable such
Registrable Notes to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or Holders may reasonably
request.


 


(j)            Use
its best efforts to cause the Registrable Notes covered by any Registration
Statement to be registered with or approved by such governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof or the
underwriter, if any, to consummate the disposition of such Registrable Notes,
except as may be required solely as a consequence of the nature of such selling
Holder’s business, in which case the Company shall (and shall cause each
Subsidiary Guarantor to) cooperate in all reasonable respects with the filing
of such Registration Statement and the granting of such approvals; provided
that neither the Company nor any existing Subsidiary Guarantor shall be
required to (A) qualify generally to do business in any jurisdiction where it
is not then so


 

















 


qualified, (B)
take any action that would subject it to general service of process in any
jurisdiction where it is not then so subject or (C) subject itself to taxation
in any such jurisdiction where it is not then so subject.


 


(k)           If
(1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is
required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
upon the occurrence of any event contemplated by paragraph 6(e)(v) or 6(e)(vi)
hereof, as promptly as practicable, prepare and file with the SEC, at the
expense of the Company and the Subsidiary Guarantors, a supplement or
post-effective amendment to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Notes being sold
thereunder or to the purchasers of the Exchange Notes to whom such Prospectus
will be delivered by a Participating Broker-Dealer, such Prospectus will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and, if
SEC review is required, use its best efforts to cause such post-effective
amendment to be declared effective as soon as possible.


 


(l)            Use
its best efforts to cause the Registrable Notes covered by a Registration
Statement to be rated with such appropriate rating agencies, if so requested in
writing by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement or the managing
underwriter or underwriters, if any.


 


(m)          Prior
to the initial issuance of the Exchange Notes, (i) provide the Trustee with one
or more certificates for the Registrable Notes in a form eligible for deposit
with The Depository Trust Company and (ii) provide a CUSIP number for the
Exchange Notes.


 


(n)           If
a Shelf Registration is filed pursuant to Section 3, enter into such agreements
(including an underwriting agreement in form, scope and substance as is
customary in underwritten offerings of debt securities similar to the Notes, as
may be appropriate in the circumstances) and take all such other actions in connection
therewith (including those reasonably requested in writing by the managing
underwriters, if any, or the Holders of a majority in aggregate principal
amount of the Registrable Notes being sold) in order to expedite or facilitate
the registration or the disposition of such Registrable Notes, and in such
connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an Underwritten Registration, (i) make such
representations and warranties to the Holders and the underwriters, if any,
with respect to the business of the Company and its subsidiaries as then
conducted, and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by


 

















 


reference
therein, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings of debt securities similar to
the Notes, as may be appropriate in the circumstances, and confirm the same if
and when reasonably required; (ii) obtain an opinion of counsel to the Company
and the Subsidiary Guarantors and updates thereof (which counsel and opinions
(in form, scope and substance) shall be reasonably satisfactory to the managing
underwriters, if any, and the Holders of a majority in aggregate principal
amount of the Registrable Notes being sold), addressed to each selling Holder
and each of the underwriters, if any, covering the matters customarily covered
in opinions of counsel to the Company and the Subsidiary Guarantors requested
in underwritten offerings of debt securities similar to the Notes, as may be
appropriate in the circumstances; (iii) obtain “cold comfort” letters and
updates thereof (which letters and updates (in form, scope and substance) shall
be reasonably satisfactory to the managing underwriters) from the independent
certified public accountants of the Company and the Subsidiary Guarantors (and,
if necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for which
financial statements and financial data are, or are required to be, included in
the Registration Statement), addressed to each of the underwriters, such
letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with underwritten offerings of
debt securities similar to the Notes, as may be appropriate in the
circumstances, and such other matters as reasonably requested in writing by the
underwriters; and (iv) deliver such documents and certificates as may be
reasonably requested in writing by the Holders of a majority in aggregate
principal amount of the Registrable Notes being sold and the managing
underwriters, if any, to evidence the continued validity of the representations
and warranties of the Company and its subsidiaries made pursuant to clause (i)
above and to evidence compliance with any conditions contained in the
underwriting agreement or other similar agreement entered into by the Company
or any Subsidiary Guarantor.


 


(o)           If
(1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is
required to be delivered under the Securities Act by any Participating Broker-Dealer
who seeks to sell Exchange Notes during the Applicable Period, make available
for inspection by any selling Holder of such Registrable Notes being sold, or
each such Participating Broker-Dealer, as the case may be, any underwriter
participating in any such disposition of Registrable Notes, if any, and any
attorney, accountant or other agent retained by any such selling Holder or each
such Participating Broker-Dealer, as the case may be, or underwriter
(collectively, the “Inspectors”), at the offices where normally kept,
during reasonable business hours, all financial and other records and pertinent
corporate documents of the Company and its subsidiaries (collectively, the “Records”)
as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
the Company and its subsidiaries to supply all information reasonably requested
in writing by any such Inspector in connection with such Registration
Statement.


 

















 


Each Inspector
shall agree in writing that it will keep the Records confidential and not
disclose any of the Records unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such Registration
Statement, (ii) the release of such Records is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction, (iii) the information in
such Records is public or has been made generally available to the public other
than as a result of a disclosure or failure to safeguard by such Inspector or
(iv) disclosure of such information is, in the reasonable written opinion of
counsel for any Inspector, necessary or advisable in connection with any
action, claim, suit or proceeding, directly or indirectly, involving or
potentially involving such Inspector and arising out of, based upon, related
to, or involving this Agreement, or any transaction contemplated hereby or
arising hereunder.  Each selling Holder
of such Registrable Notes and each such Participating Broker-Dealer will be
required to agree that information obtained by it as a result of such
inspections shall be deemed confidential and shall not be used by it as the
basis for any market transactions in the securities of the Company unless and
until such is made generally available to the public.  Each Inspector, each selling Holder of such Registrable Notes and
each such Participating Broker-Dealer will be required to further agree that it
will, upon learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and, to the extent
practicable, use its best efforts to allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of the Records deemed
confidential at its expense.


 


(p)           Comply
with all applicable rules and regulations of the SEC and make generally
available to the security holders of the Company with regard to any applicable
Registration Statement earning statements satisfying the provisions of section
11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end of
any 12-month period (or 90 days after the end of any 12-month period if such
period is a fiscal year) (i) commencing at the end of any fiscal quarter in
which Registrable Notes are sold to underwriters in a firm commitment or best
efforts underwritten offering and (ii) if not sold to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the
Company after the effective date of a Registration Statement, which statements
shall cover said 12-month periods.


 


(q)           Upon
consummation of an Exchange Offer or Private Exchange, obtain an opinion of
counsel to the Company and the Subsidiary Guarantors (in form, scope and
substance reasonably satisfactory to the Initial Purchaser), addressed to the
Trustee for the benefit of all Holders participating in the Exchange Offer or
Private Exchange, as the case may be, to the effect that (i) the Company and
the Subsidiary Guarantors have duly authorized, executed and delivered the
Exchange Notes or the Private Exchange Notes, as the case may be, and the
Indenture, (ii) the Exchange Notes or the Private Exchange Notes, as the case
may be, and the Indenture constitute legal, valid and binding obligations of
the Company and the Subsidiary Guarantors, enforceable against the Company and
the Subsidiary


 

















 


Guarantors in
accordance with their respective terms, except as such enforcement may be
subject to customary United States and foreign exceptions and (iii) all
obligations of the Company and the Subsidiary Guarantors under the Exchange
Notes or the Private Exchange Notes, as the case may be, and the Indenture are
secured by Liens (as defined in the Indenture) on the assets securing the
obligations of the Company and the Subsidiary Guarantors under the Notes,
Indenture and Collateral Agreements to the extent and as discussed in the
Registration Statement.


 


(r)            If
the Exchange Offer or a Private Exchange is to be consummated, upon delivery of
the Registrable Notes by the Holders to the Company and the Subsidiary
Guarantors (or to such other Person as directed by the Company and the
Subsidiary Guarantors) in exchange for the Exchange Notes or the Private
Exchange Notes, as the case may be, the Company and the Subsidiary Guarantors
shall mark, or caused to be marked, on such Registrable Notes that the Exchange
Notes or the Private Exchange Notes, as the case may be, are being issued as
substitute evidence of the indebtedness originally evidenced by the Registrable
Notes; provided that in no event
shall such Registrable Notes be marked as paid or otherwise satisfied.


 


(s)           Cooperate
with each seller of Registrable Notes covered by any Registration Statement and
each underwriter, if any, participating in the disposition of such Registrable
Notes and their respective counsel in connection with any filings required to
be made with the NASD.


 


(t)            Use
its best efforts to take all other steps reasonably necessary to effect the registration
of the Registrable Notes covered by a Registration Statement contemplated
hereby.


 


(u)           The
Company may require each seller of Registrable Notes or Participating
Broker-Dealer as to which any registration is being effected to furnish to the
Company such information regarding such seller or Participating Broker-Dealer
and the distribution of such Registrable Notes as the Company may, from time to
time, reasonably request in writing. 
The Company may exclude from such registration the Registrable Notes of
any seller who fails to furnish such information within a reasonable time
(which time in no event shall exceed 45 days, subject to Section 3(d) hereof)
after receiving such request.  Each
seller of Registrable Notes or Participating Broker-Dealer as to which any
registration is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information
previously furnished by such seller not materially misleading.


 


(v)           Each
Holder of Registrable Notes and each Participating Broker-Dealer agrees by
acquisition of such Registrable Notes or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 6(e)(ii), 6(e)(iv), 6(e)(v), or 6(e)(vi), such Holder will forthwith
discontinue


 

















 


disposition of
such Registrable Notes covered by a Registration Statement and such
Participating Broker-Dealer will forthwith discontinue disposition of such
Exchange Notes pursuant to any Prospectus and, in each case, forthwith
discontinue dissemination of such Prospectus until such Holder’s or
Participating Broker-Dealer’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 6(k), or until it is advised in
writing (the “Advice”) by the Company and the Subsidiary Guarantors that
the use of the applicable Prospectus may be resumed, and has received copies of
any amendments or supplements thereto and, if so directed by the Company and
the Subsidiary Guarantors, such Holder or Participating Broker-Dealer, as the
case may be, will deliver to the Company all copies, other than permanent file
copies, then in such Holder’s  or
Participating Broker-Dealer’s possession, of the Prospectus covering such
Registrable Notes current at the time of the receipt of such notice.  In the event the Company and the Subsidiary
Guarantors shall give any such notice, the Applicable Period shall be extended
by the number of days during such periods from and including the date of the
giving of such notice to and including the date when each Participating
Broker-Dealer shall have received (x) the copies of the supplemented or amended
Prospectus contemplated by Section 6(k) or (y) the Advice.


 


7.             Registration
Expenses


 


(a)           All
fees and expenses incident to the performance of or compliance with this
Agreement by the Company and the Subsidiary Guarantors shall be borne by the
Company and the Subsidiary Guarantors, whether or not the Exchange Offer or a
Shelf Registration is filed or becomes effective, including, without
limitation, (i) all registration and filing fees, including, without
limitation, (A) fees with respect to filings required to be made with the NASD
in connection with any underwritten offering and (B) fees and expenses of
compliance with state securities or Blue Sky laws as provided in Section 6(h)
hereof (including, without limitation, reasonable fees and disbursements of
counsel in connection with Blue Sky qualifications of the Registrable Notes or
Exchange Notes and determination of the eligibility of the Registrable Notes or
Exchange Notes for investment under the laws of such jurisdictions (x) where
the Holders are located, in the case of the Exchange Notes, or (y) as provided
in Section 6(h), in the case of Registrable Notes or Exchange Notes to be sold
by a Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing Prospectuses if
the printing of Prospectuses is requested by the managing underwriter or
underwriters, if any, or by the Holders of a majority in aggregate principal
amount of the Registrable Notes included in any Registration Statement or by
any Participating Broker-Dealer during the Applicable Period, as the case may
be, (iii) messenger, telephone and delivery expenses incurred in connection
with the performance of their obligations hereunder, (iv) fees and
disbursements of counsel for the Company, the Subsidiary Guarantors and, subject
to 7(b), the Holders, (v) fees and disbursements of all independent certified
public accountants referred to in Section 6 (including, without limitation, the
expenses of any special audit and “cold comfort” letters required by or


 

















 


incident to
such performance), (vi) rating agency fees and the fees and expenses incurred
in connection with the listing of the Securities to be registered on any
securities exchange, (vii) Securities Act liability insurance, if the Company
and the Subsidiary Guarantors desire such insurance, (viii) fees and expenses
of all other Persons retained by the Company and the Subsidiary Guarantors,
(ix) fees and expenses of any “qualified independent underwriter” or other
independent appraiser participating in an offering pursuant to Section 3 of
Schedule E to the By-laws of the NASD, but only where the need for such a
“qualified independent underwriter” arises due to a relationship with the
Company and the Subsidiary Guarantors, (x) internal expenses of the Company and
the Subsidiary Guarantors (including, without limitation, all salaries and
expenses of officers and employees of the Company or the Subsidiary Guarantors
performing legal or accounting duties), (xi) the expense of any annual audit,
(xii) the fees and expenses of the Trustee and the Exchange Agent and (xiii)
the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, securities sales agreements,
indentures and any other documents necessary in order to comply with this
Agreement.


 


(b)           The
Company and the Subsidiary Guarantors shall reimburse the Holders for the
reasonable fees and disbursements of not more than one counsel chosen by the
Holders of a majority in aggregate principal amount of the Registrable Notes to
be included in any Registration Statement. 
The Company and the Subsidiary Guarantors shall pay all documentary,
stamp, transfer or other transactional taxes attributable to the issuance or
delivery of the Exchange Notes or Private Exchange Notes in exchange for the
Notes; provided that the Company
shall not be required to pay taxes payable in respect of any transfer involved
in the issuance or delivery of any Exchange Note or Private Exchange Note in a
name other than that of the Holder of the Note in respect of which such
Exchange Note or Private Exchange Note is being issued.  The Company and the Subsidiary Guarantors
shall reimburse the Holders for fees and expenses (including reasonable fees
and expenses of counsel to the Holders) relating to any enforcement of any
rights of the Holders under this Agreement.


 


8.             Indemnification


 


(a)           Indemnification
by the Company and the Subsidiary Guarantors.  The Company and the Subsidiary Guarantors jointly and severally
agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange
Notes or Private Exchange Notes and each Participating Broker-Dealer selling
Exchange Notes during the Applicable Period, each Person, if any, who controls
each such Holder (within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act) and the officers, directors and partners of
each such Holder, Participating Broker-Dealer and controlling person, to the
fullest extent lawful, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable costs of
preparation and reasonable attorneys’ fees as provided in this Section 8) and
expenses (including, without limitation, reasonable costs and expenses incurred
in connection with investigating, preparing, pursuing or


 

















 


defending
against any of the foregoing) (collectively, “Losses”), as incurred,
directly or indirectly caused by, related to, based upon, arising out of or in
connection with any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus or form of prospectus, or
in any amendment or supplement thereto, or in any preliminary prospectus, or
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except insofar as
such Losses are primarily based upon information relating to such Holder or
Participating Broker-Dealer and furnished in writing to the Company and the
Subsidiary Guarantors (or reviewed and approved in writing) by such Holder or
Participating Broker-Dealer or their counsel expressly for use therein; provided, however,
that the Company and the Subsidiary Guarantors will not be liable to any
Indemnified Party (as defined below) under this Section 8 to the extent Losses
were primarily caused by an untrue statement or omission or alleged untrue
statement or omission that was contained or made in any preliminary prospectus
and corrected in the Prospectus or any amendment or supplement thereto if (i)
the Prospectus does not contain any other untrue statement or omission or
alleged untrue statement or omission of a material fact that was the subject
matter of the related proceeding, (ii) any such Losses resulted from an action,
claim or suit by any Person who purchased Registrable Notes or Exchange Notes
which are the subject thereof from such Indemnified Party and (iii) it is
established in the related proceeding that such Indemnified Party failed to
deliver or provide a copy of the Prospectus (as amended or supplemented) to
such Person with or prior to the confirmation of the sale of such Registrable
Notes or Exchange Notes sold to such Person if required by applicable law,
unless such failure to deliver or provide a copy of the Prospectus (as amended
or supplemented) was a result of noncompliance by the Company with Section 6 of
this Agreement.  The Company and the
Subsidiary Guarantors also agree to indemnify underwriters, selling brokers,
dealer managers and similar securities industry professionals participating in
the distribution, their officers, directors, agents and employees and each
Person who controls such Persons (within the meaning of Section 5 of the
Securities Act or Section 20(a) of the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders or the
Participating Broker-Dealer.


 


(b)           Indemnification
by Holder.  In connection with any
Registration Statement, Prospectus or form of prospectus, any amendment or
supplement thereto, or any preliminary prospectus in which a Holder is
participating, such Holder shall furnish to the Company and the Subsidiary
Guarantors in writing such information as the Company and the Subsidiary Guarantors
reasonably request for use in connection with any Registration Statement,
Prospectus or form of prospectus, any amendment or supplement thereto, or any
preliminary prospectus and shall indemnify and hold harmless the Company, the
Subsidiary Guarantors, their respective directors and each Person, if any, who
controls the Company and the Subsidiary Guarantors (within the meaning of
Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and
the directors, officers and partners of such controlling persons, to the
fullest extent lawful, from and against all Losses


 

















 


arising out of
or based upon any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus or form of prospectus or in
any amendment or supplement thereto or in any preliminary prospectus, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading to the extent, but
only to the extent, that such losses are finally judicially determined by a
court of competent jurisdiction in a final, unappealable order to have resulted
primarily from an untrue statement or alleged untrue statement of a material
fact or omission or alleged omission of a material fact contained in or omitted
from any information so furnished in writing by such Holder to the Company and
the Subsidiary Guarantors expressly for use therein.  Notwithstanding the foregoing, in no event shall the liability of
any selling Holder be greater in amount than such Holder’s Maximum Contribution
Amount (as defined below).


 


(c)           Conduct
of Indemnification Proceedings.  If
any proceeding shall be brought or asserted against any Person entitled to
indemnity hereunder (an “Indemnified Party”), such Indemnified Party
shall promptly notify the party or parties from which such indemnity is sought
(the “Indemnifying Party” or “Indemnifying Parties”, as
applicable) in writing; provided,
that the failure to so notify the Indemnifying Parties shall not relieve the
Indemnifying Parties from any obligation or liability except to the extent (but
only to the extent) that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal) that the
Indemnifying Parties have been prejudiced materially by such failure.


 


The
Indemnifying Party shall have the right, exercisable by giving written notice
to an Indemnified Party, within 20 Business Days after receipt of written
notice from such Indemnified Party of such proceeding, to assume, at its
expense, the defense of any such proceeding, provided,
that an Indemnified Party shall have the right to employ separate counsel in
any such proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party or
parties unless: (1) the Indemnifying Party has agreed to pay such fees and
expenses; or (2) the Indemnifying Party shall have failed promptly to assume
the defense of such proceeding or shall have failed to employ counsel
reasonably satisfactory to such Indemnified Party; or (3) the named parties to
any such proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party or any of its affiliates or controlling
persons, and such Indemnified Party shall have been advised by counsel that
there may be one or more defenses available to such Indemnified Party that are
in addition to, or in conflict with, those defenses available to the
Indemnifying Party or such affiliate or controlling person (in which case, if
such Indemnified Party notifies the Indemnifying Parties in writing that it
elects to employ separate counsel at the expense of the Indemnifying Parties,
the Indemnifying Parties shall not have the right to assume the defense and the
reasonable fees and expenses of such counsel shall be at the expense of the
Indemnifying Party; it being understood, however, that, the Indemnifying Party
shall not, in connection with any one such proceeding or separate but
substantially similar or related actions or proceedings in the same
jurisdiction, arising out of the same general allegations or


 

















 


circumstances, be liable for
the fees and expenses of more than one separate firm of attorneys (together
with appropriate local counsel) at any time for such Indemnified Party).


 


No
Indemnifying Party shall be liable for any settlement of any such proceeding
effected without its written consent, which shall not be unreasonably withheld,
but if settled with its written consent, or if there be a final judgment for
the plaintiff in any such proceeding, each Indemnifying Party jointly and
severally agrees, subject to the exceptions and limitations set forth above, to
indemnify and hold harmless each Indemnified Party from and against any and all
Losses by reason of such settlement or judgment.  The Indemnifying Party shall not enter into any settlement or
compromise that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to each Indemnified Party of a release, in form and
substance reasonably satisfactory to the Indemnified Party, from all liability
in respect of such proceeding for which such Indemnified Party would be entitled
to indemnification hereunder (whether or not any Indemnified Party is a party
thereto).


 


(d)           Contribution.  If the indemnification provided for in this
Section 8 is unavailable to an Indemnified Party or is insufficient to hold
such Indemnified Party harmless for any Losses in respect of which this Section
8 would otherwise apply by its terms (other than by reason of exceptions
provided in this Section 8), then each applicable Indemnifying Party, in lieu
of indemnifying such Indemnified Party, shall have a joint and several
obligation to contribute to the amount paid or payable by such Indemnified
Party as a result of such Losses, in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party, on the one hand, and such
Indemnified Party, on the other hand, in connection with the actions,
statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations.  The
relative fault of such Indemnifying Party, on the one hand, and Indemnified
Party, on the other hand, shall be determined by reference to, among other
things, whether any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent any such statement or omission. 
The amount paid or payable by an Indemnified Party as a result of any
Losses shall be deemed to include any legal or other fees or expenses incurred
by such party in connection with any proceeding, to the extent such party would
have been indemnified for such fees or expenses if the indemnification provided
for in Section 8(a) or 8(b) was available to such party.


 


The parties
hereto agree that it would not be just and equitable if contribution pursuant
to this Section 8(d) were determined by pro rata allocation or by other method
of allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section 8(d), a selling
Holder shall not be required to contribute, in the aggregate, any amount in
excess of such Holder’s Maximum Contribution Amount.  A selling Holder’s “Maximum Contribution Amount” shall
equal the excess of (i) the aggregate proceeds received by such Holder pursuant
to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate
amount of damages that such Holder has otherwise been required to pay by reason
of such untrue or alleged untrue statement


 

















 


or omission or alleged
omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. 
The Holders’ obligations to contribute pursuant to this Section 8(d) are
several in proportion to the respective principal amount of the Registrable
Securities held by each Holder hereunder and not joint.  The Company’s and Subsidiary Guarantors’
obligations to contribute pursuant to this Section 8(d) are joint and several.


 


The indemnity
and contribution agreements contained in this Section 8 are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.


 


9.             Rules 144 and 144A


 


The Company
covenants that it shall (a) file the reports required to be filed by it (if so
required) under the Securities Act and the Exchange Act in a timely manner and,
if at any time the Company is not required to file such reports, it will, upon
the written request of any Holder of Registrable Notes, make publicly available
other information necessary to permit sales pursuant to Rule 144 and 144A and
(b) take such further action as any Holder may reasonably request in writing,
all to the extent required from time to time to enable such Holder to sell
Registrable Notes without registration under the Securities Act pursuant to the
exemptions provided by Rule 144 and Rule 144A. 
Upon the request of any Holder, the Company shall deliver to such Holder
a written statement as to whether it has complied with such information and
requirements.


 


10.           Underwritten Registrations of Registrable Notes


 


If any of the
Registrable Notes covered by any Shelf Registration is to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will manage the offering will be selected by the Holders of a
majority in aggregate principal amount of such Registrable Notes included in
such offering; provided, however,
that such investment banker or investment bankers and manager or managers must
be reasonably acceptable to the Company.


 


No Holder of
Registrable Notes may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holder’s Registrable Notes on the
basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.


 


11.           Miscellaneous


 


(a)           No
Inconsistent Agreements.  The
Company and each of the Subsidiary Guarantors have not entered, as of the date
hereof, and the Company and each of the Subsidiary Guarantors shall not enter,
after the date of this Agreement, into any agreement with respect to any of its
securities that is inconsistent with the rights granted to the Holders of
Securities in this Agreement or otherwise conflicts with the provisions
hereof.  The Company and each of the
Subsidiary


 

















 


Guarantors
have not entered and will not enter into any agreement with respect to any of
its securities that will grant to any Person piggy-back rights with respect to
a Registration Statement.


 


(b)           Adjustments
Affecting Registrable Notes.  The
Company shall not, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders to include such Registrable Notes in a registration undertaken pursuant
to this Agreement.


 


(c)           Amendments
and Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of the Holders of not less than a majority in
aggregate principal amount of the then outstanding Registrable Notes in
circumstances that would adversely affect any Holders of Registrable Notes; provided, however,
that Section 8 and this Section 11(d) may not be amended, modified or
supplemented without the prior written consent of each Holder.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Notes whose
securities are being tendered pursuant to the Exchange Offer or sold pursuant
to a Notes Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Notes may be given by Holders of at least a majority in aggregate principal
amount of the Registrable Notes being tendered or being sold by such Holders
pursuant to such Notes Registration Statement.


 


(d)           Notices.  All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery,
registered first-class mail, next-day air courier or telecopier:


 


(i)            if
to a Holder of Securities or to any Participating Broker-Dealer, at the most
current address of such Holder or Participating Broker-Dealer, as the case may
be, set forth on the records of the registrar of the Notes, with a copy in like
manner to the Initial Purchaser as follows:


 


	
   

  	
  Jefferies
  & Company, Inc.

  
	
   

  	
  11100 Santa
  Monica Boulevard, 10th Floor

  
	
   

  	
  Los Angeles,
  California 90025

  
	
   

  	
  Facsimile
  No.: 310-575-5611

  
	
   

  	
  Attention
  :  Lloyd H. Feller, Esq.

  



 


with a copy
to:


 


	
   

  	
  Mayer,
  Brown, Rowe & Maw LLP

  
	
   

  	
  1675 Broadway

  
	
   

  	
  New York,
  New York 10019

  
	
   

  	
  Facsimile
  No.: (212) 262-1910

  



 

















 


	
   

  	
  Attention:

  	
  Jin Kim,
  Esq. and

  
	
   

  	
   

  	
  James J.
  Junewicz, Esq.

  



 


(ii)           if to the Initial
Purchaser, at the address specified in Section 11(e)(1);


 


(iii)          if to the Company or any
Subsidiary Guarantor, as follows:


 


	
   

  	
  Blue Ridge
  Paper Products Inc.

  
	
   

  	
  41 Main
  Street

  
	
   

  	
  Canton,
  North Carolina 28716

  
	
   

  	
  Facsimile
  No.: (828) 646-6101

  
	
   

  	
  Attention:  Chief Executive Officer

  



 


with a copy
to:


 


	
   

  	
  Proskauer
  Rose LLP

  
	
   

  	
  1585
  Broadway

  
	
   

  	
  New York,
  New York 10036

  
	
   

  	
  Facsimile
  No.: (212) 969-2900

  
	
   

  	
  Attention:  Julie M. Allen, Esq.

  



 


All such
notices and communications shall be deemed to have been duly given: when
delivered by hand, if personally delivered; five business days after being
deposited in the United States mail, postage prepaid, if mailed, one business
day after being deposited in the United States mail, postage prepaid, if
mailed; one business day after being timely delivered to a next-day air courier
guaranteeing overnight delivery; and when receipt is acknowledged by the
addressee, if telecopied.


 


Copies of all
such notices, demands or other communications shall be concurrently delivered
by the Person giving the same to the Trustee under the Indenture at the address
specified in such Indenture.


 


(e)           Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto, including, without limitation and without the need for
an express assignment, subsequent Holders of Securities.


 


(f)            Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(g)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(h)           Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF


 

















 


LAW.  THE COMPANY HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY
ACCEPTS FOR ITS AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS. 
THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.  THE COMPANY IRREVOCABLY
CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,
TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS SAID ADDRESS, SUCH
SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY
HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER
JURISDICTION.


 


(i)            Severability.  If any term, provision, covenant or
restriction of this Agreement is  held
by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated, and the parties hereto shall
use their best efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction.  It
is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.


 


(j)            Securities
Held by the Company or Its Affiliates. 
Whenever the consent or approval of Holders of a specified percentage of
Securities is required hereunder, Securities held by the Company or its
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.


 

















 


(k)           Third
Party Beneficiaries.  Holders and
Participating Broker-Dealers are intended third party beneficiaries of this
Agreement and this Agreement may be enforced by such Persons.


 


(l)            Entire
Agreement.  This Agreement, together
with the Purchase Agreement, the Indenture and the Collateral Agreements, is
intended by the parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein and any and all prior oral or written agreements,
representations, or warranties, contracts, understanding, correspondence,
conversations and memoranda between the Initial Purchaser on the one hand and
the Company and the Subsidiary Guarantors on the  other, or between or among any agents, representatives, parents,
subsidiaries, affiliates, predecessors in interest or successors in interest
with respect to the subject matter hereof and thereof are merged herein and
replaced hereby.


 

















 


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


 


	
   

  	
  BLUE RIDGE
  PAPER PRODUCTS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  A. Lozyniak

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRPP, LLC as
  Subsidiary Guarantor

  
	
   

  	
  By:

  	
  Blue Ridge
  Paper Products Inc.,

  its Sole Member and Manager

  
	
   

  	
   

  



 


	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  Wadsworth

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO:

  	
   

  
	
   

  	
   

  
	
  JEFFERIES
  & COMPANY, INC.

  	
   

  
	
   

  	
   

  



 


	
   

  	
   

  
	
  By:

  	
  /s/ Raymond
  J. Minella

  
	
  Name:

  	
  Raymond J.
  Minella

  
	
  Title:

  	
  Managing
  Director

  
	
   

  	
  Director,
  Investment Banking Capital Markets