Exhibit 10.4


 


AMENDMENT AND ASSIGNMENT AGREEMENT


 


This Amendment
and Assignment Agreement (this “Agreement”), effective as of
October 1, 2003, by and among KPS Management, LLC, a Delaware limited
liability company (“KPS”), Blue Ridge Holding Corp., a Delaware
corporation (“Holdings”), and Blue Ridge Paper Products Inc., a Delaware
corporation and wholly owned subsidiary of Holdings (the “Company”).


 


WITNESSETH:


 


WHEREAS, KPS
and the Company are parties to that certain Management Services Agreement,
dated as of May 14, 1999 (the “Management Agreement”);


 


WHEREAS, KPS
and the Company desire to amend the Management Agreement to reflect a change in
the manner in which KPS is compensated;


 


WHEREAS, the
Company desires to assign, transfer and convey to Holdings all of the Company’s
obligations, rights and interest in, to or under the Management Agreement, as
amended by this Agreement; and


 


WHEREAS,
Holdings desires to assume and be bound by all of the terms, provisions,
covenants and conditions of the Management Agreement applicable to the Company,
as amended by this Agreement.


 


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


 


1.                                       Amendment.  The Management Agreement is hereby amended
by deleting Section 2 thereof in its entirety and inserting the following
language in lieu thereof:


 


Section 2.  Compensation.


 


In consideration of the services to be provided in accordance with
Section 1, the Company (or Holdings, as the case may be) shall pay KPS an
amount equal to one-half of one percent (0.5%) of consolidated gross revenue of
Holdings for each fiscal quarter; provided, however that in no
event shall such amount exceed $3,000,000 in any fiscal year.  On the date of the Management Agreement, the
Company paid KPS by wire transfer of immediately available funds an amount
equal to $500,000, which was credited against the quarterly management fee
payments described above.  The parties
acknowledge and agree that the management fee has been accrued since
September 2001 and shall continue to be accrued and not paid in cash until
termination of the Management Agreement, whereupon the total accrued management
fee shall be paid in cash by Holdings.


 

















 


2.                                       Extension
of Term.  The term of the Management
Agreement is hereby amended to extend such term for an additional period ending
on the tenth anniversary of this Agreement and, accordingly, Section 6 of
the Management Agreement is hereby amended by deleting the phrase “(i) tenth
anniversary of this Agreement” from Section 6 thereof and inserting in
lieu thereof the phrase “(i) October 1, 2013”.


 


3.                                       Assignment.  The Company hereby transfers and assigns to
Holdings all of the Company’s obligations, rights and interest in, to or under
the Management Agreement, as amended by this Agreement.


 


4.                                       Acceptance
and Assumption.  Holdings hereby
accepts the assignment of the Management Agreement, as amended by this
Agreement, agrees to be bound by all of the terms, provisions, covenants and
conditions of the Management Agreement, as amended from time to time, assumes
all of the Company’s liabilities, obligations and responsibilities under or in
respect of the Management Agreement and unconditionally and absolutely agrees
to pay, perform, discharge and satisfy, as and when due, all of the Company’s
liabilities, obligations and responsibilities under or in respect of the
Management Agreement.  KPS hereby
irrevocably and unconditionally releases the Company from any past, present or
future obligations and responsibilities under the Management Agreement.


 


5.                                       Construction
and Severability.  This Agreement
(i) shall be binding upon and inure to the benefit of the parties hereto and
their respective successors, heirs, legal representatives and assigns; (ii)
shall not be altered, amended, modified, terminated or discharged orally; and
(iii) no revisions hereof shall be effective except by an instrument in writing
signed by KPS and Holdings.  If any
provision of this Agreement, or the application of such provision to any party
hereto or circumstance or in any jurisdiction, shall be held to be invalid or
unenforceable to any extent (i) the remainder of this Agreement shall not be
affected thereby, and each other provision hereof shall be valid and
enforceable to the fullest extent permitted by law; (ii) as to such party or
circumstance or in such jurisdiction such provision shall be reformed to be
valid and enforceable to the fullest extent permitted by law; and (iii) the
application of such provision to other parties or circumstances or in other
jurisdictions shall not be affected thereby.


 


6.                                       Governing
Law.  This Agreement shall be
governed by, construed and enforced in accordance with the laws of the State of
New York without regard to the conflict of law principles or rules of such
state.


 


7.                                       Descriptive
Heading.  The section headings
in this Agreement are for convenience of reference only and shall not affect the
meaning or interpretation of this Agreement.


 


8.                                       Entire
Agreement.  This Agreement, together
with the Management Agreement (as amended hereby), constitutes the entire
agreement between the parties with


 

















 


respect to the
subject matter hereof and supersedes any prior agreement or understanding among
them with respect to such subject matter.


 


9.                                       Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
when taken together shall constitute one and the same instrument.


 


[Signature page
follows.]


 

















 


IN WITNESS WHEREOF, KPS, Holdings, and the Company
have executed this Amendment and Assignment Agreement effective as of the date
first above written.


 


 


	
   

  	
  KPS MANAGEMENT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Psaros

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Psaros

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLUE RIDGE HOLDING CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Lozyniak

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard Lozyniak

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLUE RIDGE PAPER PRODUCTS INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Lozyniak

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard Lozyniak

  
	
   

  	
   

  	
  Title:

  	
  CEO