Exhibit 10.1


 


AMENDMENT NO. 6 TO CREDIT
AGREEMENT


 


This Amendment No. 6 to Credit Agreement, dated as of August 5,
2005 (this “Amendment”), is entered into by and among Blue Ridge Paper Products
Inc., a Delaware corporation (“Borrower”), as Borrower; Blue Ridge Holding
Corp., a Delaware corporation (“Holdings”), as a Credit Party; BRPP, LLC, a
North Carolina limited liability company (the “IP Subsidiary”), as a Credit
Party; and General Electric Capital Corporation, as a Lender and as Agent for
Lenders (in such capacity, “Agent”).


 


RECITALS


 


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


 


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


 


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


 


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


 


1.                                       Amendments
to Credit Agreement.


 


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


 


“any time at
which (1) a Default or Event of Default has occurred and is continuing or (2) Borrowing
Availability at such time is less than $7,500,000 (any of the foregoing being
referred to herein as an “Activation Event”).”


 





















 


1.2.                              Section 1.5
(Interest and Applicable Margins) of the Credit Agreement is amended by
amending and restating in its entirety the “Applicable Margins” grid set forth
in paragraph (a) of such Section as follows:


 


	
   

  	
   

  	
  Applicable Margins

  	
   

  
	
   

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  
	
  Applicable
  Revolver Index Margin

  	
   

  	
  1.00

  	
  %

  	
  0.75

  	
  %

  	
  0.50

  	
  %

  
	
  Applicable
  Revolver LIBOR Margin

  	
   

  	
  2.75

  	
  %

  	
  2.50

  	
  %

  	
  2.25

  	
  %

  



 


1.3.                              Section 1.6
(Eligible Accounts) of the Credit Agreement is hereby amended by amending and
restating clause (i) thereof in its entirety as follows:


 


“(i) that
is the obligation of an Account Debtor located in a foreign country other than
Canada (excluding the provinces of Quebec, Newfoundland, Nunavut and the
Northwest Territories) unless payment thereof is assured by a letter of credit
assigned and delivered to Agent, satisfactory to Agent as to form, amount and
issuer, except for Accounts of the following Account Debtors: (A) Adam
Pack K.D. Adam Graphic Arts, (B) Italpack Cartons SRL, (C) Seda Italy
SPA, (D) Seda UK LTD, (E) Fraenkische Hartpapierwaren; provided,
however, that, (1) the applicable advance rate for the Eligible Accounts
of such specified foreign Account Debtors shall be 50% and (2) the
availability from the Eligible Accounts of such specified foreign Account
Debtors shall not exceed $7,500,000 at any time;”


 


1.4.                              Section 6.7
(Liens) of the Credit Agreement is hereby amended by amending and restating
clause (c) thereof in its entirety as follows:


 


“(c) Liens
created after the date hereof by conditional sale or other title retention
agreements (including Capital Leases) or in connection with purchase money
Indebtedness with respect to Equipment and Fixtures acquired by any Credit
Party in the ordinary course of business, involving the incurrence of an
aggregate amount of purchase money Indebtedness and Capital Lease Obligations
of not more than $10,000,000 outstanding at any one time for all such Liens (provided
that such Liens attach only to the assets subject to such purchase money debt
and such Indebtedness is incurred within twenty (20) days following such
purchase and does not exceed 100% of the purchase price of the subject assets);”


 


1.5.                              Section 6.13
(Restricted Payments) of the Credit Agreement is hereby amended as follows:


 


(a)                                  by
changing the minimum Borrowing Availability referred to in clause (d)(1) of                 Section 6.13
from $15,000,000 to $7,500,000;


 


(b)                                 by
changing the maximum Borrowing Availability referred to in clause (d)(2) of                Section 6.13
from $15,000,000 to $7,500,000;


 


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(c)                                  by
changing the minimum Borrowing Availability referred to in clause (h)(1) of                 Section 6.13
from $15,000,000 to $7,500,000; and


 


(d)                                 by
changing the maximum Borrowing Availability referred to in clause (h)(2) of                Section 6.13
from $15,000,000 to $7,500,000.


 


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


 


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


 


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


 


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


 


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


 


3.4.                              Agent’s
receipt of an amendment fee in the amount of $5,000.


 


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


 


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


 


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


 


5.                                       Counterparts.  This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.  A counterpart signature page delivered
by fax transmission shall be as effective as delivery of an originally executed
counterpart.


 


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


 


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


 


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


 


 


[SIGNATURE PAGE FOLLOWS]


 


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


 


 


	
   

  	
  BLUE RIDGE PAPER PRODUCTS INC.,
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Wadsworth

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLUE RIDGE HOLDING CORP.,
  as a Credit Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Wadsworth

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  BRPP, LLC, as a
  Credit Party

  
	
   

  	
  By:

  	
  Blue Ridge Paper Products Inc., sole Member
  and

  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Wadsworth

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL
  CORPORATION,

  
	
   

  	
  as Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pieter Smit

  	
   

  
	
   

  	
  Title: Duly Authorized Signatory

  
					



 


 


AMENDMENT
NO. 6 TO CREDIT AGREEMENT