Exhibit 4.2


 


BLUE RIDGE PAPER PRODUCTS INC.


 


91⁄2% SENIOR SECURED EXCHANGE NOTE DUE 2008


 


	
  CUSIP No.

  	
   

  	
   

  
	
  No.

  	
   

  	
  $

  



 


Blue Ridge Paper Products Inc., a Delaware corporation (the “Company,”
which term includes any successor entity), for value received promises to pay
to
                                     
or registered assigns the principal sum of
                           
Dollars (or such principal amount as may be set forth in the records of the
Trustee hereinafter referred to in accordance with the Indenture) on
December 15, 2008, and to pay interest thereon as hereinafter set forth.


 


Interest Rate:  9.5%


 


Interest Payment Dates: 
Interest will be payable semi-annually in cash in arrears on
June 15 and December 15 of each year, beginning on June 15,
2004.


 


Record Dates:  June 1 and
December 1.


 


Reference is made to the further provisions of this Note contained on
the reverse side of this Note, which will for all purposes have the same effect
as if set forth at this place.


 


IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.


 


	
   

  	
  BLUE RIDGE PAPER PRODUCTS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 


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TRUSTEE CERTIFICATE OF AUTHENTICATION


 


This is one of the 91⁄2% Senior Secured Notes due 2008 referred to in the
within-mentioned Indenture.


 


 


	
   

  	
  U.S. Bank National Association, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


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(REVERSE OF SECURITY)


 


91⁄2% Senior Secured Note due 2008


 


1.                                       Interest.  Blue Ridge Paper Products Inc., a Delaware
corporation (the “Company”), promises to pay interest on the principal
amount of this Note at the rate per annum shown above.  Interest on the Note will accrue from the
most recent date on which interest has been paid or, if no interest has been
paid, from and including the date of issuance. 
The Company will pay interest semi-annually in arrears on each Interest
Payment Date, commencing June 15, 2004. 
Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.


 


2.                                       Method
of Payment.  The Company shall pay
interest on the Notes (except defaulted interest) to the Persons who are the
registered Holders at the close of business on the Record Date immediately
preceding the Interest Payment Date even if the Notes are cancelled on
registration of transfer or registration of exchange after such Record Date,
and on or before such Interest Payment Date. 
Holders must surrender Notes to a Paying Agent to collect principal
payments.  The Company shall pay
principal and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts (“U.S. Legal
Tender”).  However, the Company may
pay principal and interest by check payable in such U.S. Legal Tender.  The Company may deliver any such interest
payment to the Paying Agent or to a Holder at the Holder’s registered address.


 


3.                                       Paying
Agent and Registrar.  Initially,
U.S. Bank National Association (the “Trustee”) will act as Paying Agent
and Registrar.  The Company may change
any Paying Agent, Registrar or co-Registrar without notice to the Holders.  The Company may act as Paying Agent or
Registrar.


 


4.                                       Indenture.  The Notes were issued under an Indenture,
dated as of December 17, 2003 (the “Indenture”), among the Company,
the Subsidiary Guarantors named therein and the Trustee.  Capitalized terms herein are used as defined
in the Indenture unless otherwise defined herein.  The  terms of the
Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
§§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the
Indenture until such time as the Indenture is qualified under the TIA, and
thereafter as in effect on the date on which the Indenture is qualified under
the TIA.  Notwithstanding anything to
the contrary herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and the TIA for a statement of such
terms.  The Notes are senior secured
obligations of the Company and are subject to the provisions of the
Intercreditor Agreement.  Each Holder,
by accepting a Note, agrees to be bound by all of the terms and provisions of
the Indenture, as the same may be amended from time to time.


 


5.                                       Redemption.


 


(a)                                  Optional
Redemption on or After December 15, 2006.  The Notes will be redeemable at the option of the Company, in
whole or in part at any time or from time to time, on


 


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and after December 15, 2006, at the following Redemption Prices
(expressed as percentages of the principal amount thereof) if redeemed during
the twelve-month period commencing on December 15 of the year set forth
below, plus, in each case, accrued and unpaid interest thereon to the
Redemption Date:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2006

  	
   

  	
  104.750

  	
  %

  
	
  2007 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)                                 Optional
Redemption upon Equity Offerings. 
At any time, or from time to time, prior to December 15, 2005, the
Company may, at its option, use an amount equal to the net cash proceeds of one
or more Equity Offerings to redeem up to 35% of the aggregate principal amount
of the Notes originally issued under the Indenture at a Redemption Price equal
to 109.500% of the principal amount thereof, plus accrued and unpaid interest
to the Redemption Date.  In order to
effect the foregoing redemption with the proceeds of any Equity Offering, at
least 65% of the aggregate principal amount of the Notes originally issued
under the Indenture shall remain outstanding immediately after such Redemption
Date.


 


6.                                       Notice
of Redemption.  Notice of redemption
will be mailed by first-class mail at least 30 days before the Redemption Date
to each Holder of Notes to be redeemed at such Holder’s registered
address.  If fewer than all of the Notes
are to be redeemed, at any time, selection of Notes for redemption will be made
by the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed, or, if the Notes
are not so listed, on a pro rata basis, by lot or by such method as the Trustee
deems to be fair and appropriate; provided
that no partial redemption will reduce the principal amount of a Note not
redeemed to a denomination of less than $1,000; and provided, further,
that any such partial redemption made with the proceeds of an Equity Offering
will be made only on a pro rata basis or on as nearly a pro rata basis as
practicable (subject to the procedures of the DTC or any other depository)
unless such method is otherwise prohibited. 
Notes in denominations of $1,000 or more may be redeemed in part.


 


Except as set forth in the Indenture, if monies for the redemption of
the Notes called for redemption shall have been deposited with the Paying Agent
for redemption on such redemption date sufficient to pay such redemption price
plus accrued and unpaid interest, if any, the Notes called for redemption will
cease to bear interest from and after such redemption date, and the only
remaining right of the Holders of such Notes will be to receive payment of the
redemption price plus accrued and unpaid interest, if any, as of the redemption
date upon surrender to the Paying Agent of the Notes redeemed.


 


7.                                       Offers
to Purchase.  Sections 4.15 and 4.16
of the Indenture provide that upon the occurrence of a Change of Control, after
certain Asset Sales and in connection with an Excess Cash Flow Offer and
subject to further limitations contained therein, the Company will make an
offer to purchase certain amounts of the Notes in accordance with the
procedures set forth in the Indenture.


 


8.                                       Denominations;
Transfer; Exchange.  The Notes are
in registered form, without coupons, in denominations of $1,000 and integral
multiples thereof.  A Holder shall


 


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register the transfer of or exchange of Notes in accordance with the
Indenture.  The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes, fees or similar governmental charges payable in
connection therewith as permitted by the Indenture.  The Registrar need not register the transfer of or exchange of
any Notes or portions thereof selected for redemption.


 


9.                                       Persons
Deemed Owners.  The registered
Holder of a Note shall be treated as the owner of it and the Notes of which it
is composed for all purposes.


 


10.                                 Unclaimed
Money.  If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and the
Paying Agent may pay the money without interest thereon back to the
Company.  After that, all liability of
the Trustee and such Paying Agent with respect to such money shall cease.


 


11.                                 Discharge
Prior to Redemption or Maturity. If the Company at any time deposits with
the Trustee U.S. Legal Tender or U.S. Government Obligations sufficient to pay
the principal of and interest on the Notes to redemption or Maturity and
complies with the other provisions of the Indenture relating thereto, the
Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, except for the rights of Holders to
receive payments in respect of the principal of, and premium, if any, interest
on the Notes when such payments are due from the deposits referred to above.


 


12.                                 Amendment;
Supplement; Waiver.  Subject to
certain exceptions, the Indenture, the Notes and the Guarantee[s] may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Notes then outstanding, and any
existing Default or Event of Default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in aggregate principal
amount of the Notes then outstanding. 
Without consent of any Holder, the parties thereto may amend or
supplement the Indenture, the Notes and the Guarantee[s] to, among other
things, cure any ambiguity, defect or inconsistency, provide for uncertificated
Notes in addition to or in place of certificated Notes, comply with the TIA, or
comply with Article Five of the Indenture or make any other change that
does not adversely affect in any material respect the rights of any Holder of a
Note.


 


13.                                 Restrictive
Covenants.  The Indenture imposes
certain limitations on the ability of the Company and its Restricted
Subsidiaries to, among other things, incur additional Indebtedness or Liens,
make payments in respect of their Capital Stock or certain Indebtedness, enter
into transactions with Affiliates, create dividend or other payment
restrictions affecting Subsidiaries, merge or consolidate with any other
Person, sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its assets or adopt a plan of liquidation.  Such limitations are subject to a number of
important qualifications and exceptions. 
The Company must annually report to the Trustee on compliance with such
limitations.


 


14.                                 Successors.  When a successor assumes, in accordance with
the Indenture, all the obligations of its predecessor under the Notes, the
Guarantees and the Indenture, the predecessor will be released from those
obligations.


 


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15.                                 Defaults
and Remedies.  If an Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of Notes then outstanding may declare all the Notes
to be due and payable in the manner, at the time and with the effect provided
in the Indenture.  Holders of Notes may
not enforce the Indenture except as provided in the Indenture.  The Trustee is not obligated to enforce the
Indenture or the Notes unless it has received indemnity satisfactory to
it.  The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Notes then outstanding to direct the Trustee in its exercise of
any trust or power.  The Trustee may
withhold from Holders of Notes notice of any continuing Default or Event of
Default (except a Default in payment of principal or interest) if it determines
that withholding notice is in their interest.


 


16.                                 Trustee
Dealings with Company.  Subject to
the terms of the TIA and the Indenture, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company, its Subsidiaries or their respective
Affiliates as if it were not the Trustee.


 


17.                                 No
Recourse Against Others.  No past,
present or future stockholder, director, officer, employee or incorporator, as
such, of the Company or the Subsidiary Guarantors shall have any liability for
any obligation of the Company under the Notes, the Guarantees, the Collateral
Agreements or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. 
Each Holder of a Note by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for the issuance of the Notes.


 


18.                                 Guarantees.  Payment of principal and interest (including
interest on overdue principal and overdue interest, if lawful), is
unconditionally guaranteed, jointly and severally, by each of the Subsidiary
Guarantors.


 


19.                                 Intercreditor
Agreement.  Each Holder, by its
acceptance of its Note, agrees to be bound by the terms of the Intercreditor
Agreement and any  replacement
Intercreditor Agreement and each of the Subsidiary Guarantors and the Holders
hereby authorize the Trustee and the Collateral Agent to bind the Holders to
the extent provided in the Intercreditor Agreement.


 


20.                                 Authentication.  This Note shall not be valid until the
Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note.


 


21.                                 Governing
Law.  The laws of the State of New
York shall govern this Note, the Guarantees, the Collateral Agreements and the
Indenture, without regard to principles of conflict of laws.


 


22.                                 Abbreviations
and Defined Terms.  Customary
abbreviations may be used in the name of a Holder of a Note or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


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The Company will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture. 
Requests may be made to:  Blue
Ridge Paper Products Inc., 41 Main Street, Canton, North Carolina 28716,
Attn:  Chief Financial Officer.


 


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FORM OF GUARANTEE


 


The undersigned and its successors under the Indenture has irrevocably
and unconditionally guaranteed, on a senior secured basis to the extent set
forth in the Indenture, dated as of December 17, 2003, by and among Blue
Ridge Paper Products Inc. (the “Company”), the Subsidiary Guarantors and
U.S. Bank National Association as Trustee and Collateral Agent (the “Indenture”),
(i) the due and punctual payment of the principal of, premium, if any, and
interest on the Notes, whether at maturity, by acceleration or otherwise, the
due and punctual payment of interest on the overdue principal of and interest
on the Notes, to the extent lawful, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee all in
accordance with the terms set forth in Article Ten of the Indenture and
(ii) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Capitalized terms used herein
have the meanings assigned to them in the Indenture unless otherwise indicated.


 


THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND TO THE
TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE “GUARANTEE”) AND THE
INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND
REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE
GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE
RELATES.  EACH HOLDER OF A NOTE, BY
ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B)
APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES.


 


This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.


 


	
   

  	
  [NAME OF SUBSIDIARY GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  



 


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ASSIGNMENT FORM


 


If you the Holder want to assign this Note, fill in the form below and
have your signature guaranteed:


 


I or we assign and transfer this Note to:


 


 












 












 


(Print or type name, address and zip code and

social security or tax ID number of assignee)


 


and irrevocably appoint
                                                                                                                                                                 agent
to transfer this Note on the books of the Company.  The agent may substitute another to act for him.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on the other side of this Note)

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  	 

									



 


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OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased by the Company
pursuant to Section 4.15 or Section 4.16 of the Indenture, check the
appropriate box:


 


Section 4.15  [         ]


 


Section 4.16  [         ]


 


If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture,
state the amount you elect to have purchased:


 


	
  $

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:

  	
  The signature on this assignment must correspond with the name as it
  appears upon the face of the within Note in every particular without
  alteration or enlargement or any change whatsoever and be guaranteed by the
  endorser’s bank or broker.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  
									



 


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