**Exhibit 10.2**

AMENDMENT NO. 10 TO CREDIT AGREEMENT

This Amendment No. 10 toCredit Agreement, dated as of August 1, 2007 (this “Amendment”), isentered into by and among Blue Ridge Paper Products Inc., a Delawarecorporation (“Borrower”), as Borrower; BRPP, LLC, a North Carolina limitedliability company (the “IP Subsidiary”), as a Credit Party; and GeneralElectric Capital Corporation, as a Lender and as Agent for Lenders (in suchcapacity, “Agent”).

**RECITALS**

A.            Borrower, the IP Subsidiary, Agent and Lenderare parties to that certain Credit Agreement, dated as of December 17, 2003 (asamended by Amendment No. 1 thereto, dated as of February 17, 2004, AmendmentNo. 2 thereto, dated as of September 15, 2004, Consent and Amendment No. 3thereto, dated as of October 8, 2004, Amendment No. 4 thereto, dated as ofOctober 8, 2004, Amendment No. 5 thereto, dated as of December 21, 2004,Amendment No. 6 thereto, dated as of August 5, 2005, Amendment No. 7 thereto,dated as of March 15, 2006, Amendment No. 8 thereto, dated as of June 9, 2006,Consent and Amendment No. 9 thereto, dated as of July 31, 2007, and as fromtime to time hereafter further amended, restated, supplemented or otherwisemodified and in effect, the “Credit Agreement”), pursuant to which Lender hasmade and will hereafter make loans and advances and other extensions of creditto Borrower.

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

C.            This Amendment shall constitute a LoanDocument and these Recitals shall be construed as part of this Amendment.  Capitalized terms used herein withoutdefinition are so used as defined in the Credit Agreement and Annex A thereto.

NOW, THEREFORE, inconsideration of the premises and the mutual covenants hereinafter containedand other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties hereto agree as follows:

# 1.             Amendmentsto Credit Agreement.

## 1.1.          Section 1.1 of theCredit Agreement is amended by inserting the following as a new Section 1.1(b)(i.e., replacing the words “Intentionally Omitted”):

“(b)         Revolving LoanCommitment Increase.

(i)  Borrower may deliver to Administrative Agenta notice (an “Increase Notice”) to request an increase (a “RevolvingLoan Commitment Increase”) in the aggregate Revolving Loan Commitment,which Increase Notice may include any proposed term and condition for suchproposed Revolving Loan Commitment Increase but shall include in any event theamount of such proposed Revolving Loan Commitment Increase; provided, however,that (A) the principal amount of such Revolving Loan Commitment Increase shallnot exceed $25,000,000 in the aggregate, (B) no Revolving Loan Commitment

----

Increase shall beeffective later than 180 days prior to the Commitment Termination Date, (C) noRevolving Loan Commitment Increase shall be effective earlier than 21 daysafter the delivery of the Increase Notice to Administrative Agent in respect ofsuch Revolving Loan Commitment Increase, (D) no more than one Revolving LoanCommitment Increase shall be made pursuant to this Section 1.1(b) and (E) noIncrease Notice shall be given if any Senior Secured Notes are outstanding atthe time unless the Revolving Loan Commitment Increase is permitted under theterms of the Senior Secured Notes Indenture to be incurred as secured debt onthe same terms as the existing Obligations. Nothing in this Agreement shall be construed to obligate any Lender tonegotiate for (whether or not in good faith), solicit, provide or consent toany increase in the Revolving Loan Commitment, and any such increase may besubject to changes in any term herein.

(ii)           Administrative Agentshall promptly notify each Lender of the proposed Revolving Loan CommitmentIncrease and of the proposed terms and conditions therefor agreed betweenBorrower and Administrative Agent.  Eachsuch Lender may, in its sole discretion, commit to participate in suchRevolving Loan Commitment Increase by forwarding its commitment toAdministrative Agent therefor in form and substance satisfactory toAdministrative Agent.  AdministrativeAgent shall allocate, in its sole discretion but in amounts not to exceed foreach such Lender the commitment received from such Lender, the Revolving LoanCommitment to be made as part of the Revolving Loan Commitment Increase to theLenders from which it has received such commitments.  If Administrative Agent does not receiveenough commitments from existing Lenders, it may allocate any excess in theproper amount of such Revolving Loan Commitment Increase to other EligibleAssignees.

(iii)          Each Revolving LoanCommitment Increase shall become effective after the satisfaction of theconditions precedent set forth in Section 2.3, on a date agreed by Borrower andAdministrative Agent (a “Revolving Loan Commitment Increase Date”).  Administrative Agent shall notify the Lendersand Borrower, on or before 1:00 p.m. on the Business Day following theRevolving Loan Commitment Increase Date of the effectiveness of the RevolvingLoan Commitment Increase.

(iv)          On the Revolving LoanCommitment Increase Date, each Lender or Eligible Assignee participating insuch Revolving Loan Commitment Increase shall purchase from each existingRevolving Lender having Revolving Loans outstanding on such Revolving LoanCommitment Increase Date, without recourse or warranty, an undivided interestand participation, to the extent of such Revolving Lender’s Pro Rata Share ofthe new Revolving Loan Commitments (after giving effect to such Revolving LoanCommitment Increase), in the aggregate outstanding Revolving Loans, so as toensure that, on the Revolving Loan Commitment Increase Date after giving effectto such Revolving Loan Commitment Increase, each Revolving Lender holds its ProRata Share of the Revolving Loans outstanding on such Revolving Loan CommitmentIncrease Date.

(v)           The effectiveness ofany Revolving Loan Commitment Increase shall be subject to the delivery of suchother documents, instruments, certificates and opinions of counsel asAdministrative Agent may reasonably request or as any Lender participating insuch

2

----

Revolving Loan CommitmentIncrease may reasonably require as a condition to its commitment in suchRevolving Loan Commitment Increase.”

1.2.          Section 6.3(a)(vii) ofthe Credit Agreement is amended and restated in its entirety as follows:

“(vii) other Indebtednessof the Credit Parties that is either (A) unsecured or (B) secured only by Lienson Noteholder Priority Collateral; provided, that, if any such Lien haspriority over the Agent’s Lien on the Noteholder Priority Collateral, theholders of any such Indebtedness shall have entered into a collateral accessand use agreement allowing Agent access and use rights with respect to theNoteholder Priority Collateral, in form and substance satisfactory to Agent,”.

## 1.3.          Section 6.4(a) of theCredit Agreement is amended by amending and restating the second sentencethereof in its entirety as follows:

“In addition, if any suchtransaction or series of related transactions involves payments in excess of$500,000 in the aggregate (other than sales of Inventory to, and purchases ofInventory from, any Affiliate located in the United States on customary tradeterms), the terms of these transactions must be disclosed in advance to Agentand Lenders.”

## 1.4.          Section 6.7(c) of theCredit Agreement is amended and restated in its entirety as follows:

“(c) Liens created afterthe date hereof by conditional sale or other title retention agreements (includingCapital Leases) or in connection with purchase money Indebtedness with respectto Equipment and Fixtures acquired by any Credit Party in the ordinary courseof business, (provided that such Liens attach only to the assets subjectto such purchase money debt and such Indebtedness is incurred within twenty(20) days following such purchase and does not exceed 100% of the purchaseprice of the subject assets);”.

## 1.5.          Section 6.7 of theCredit Agreement is amended by inserting the following as a new clause (h) atthe end of the first sentence thereof:

“and (h) Liens on theNoteholder Priority Collateral securing the Indebtedness permitted to beincurred under clause (B) of Section 6.3(a)(vii)”.

## 1.6.          Section 6.8(b) of theCredit Agreement is amended by deleting the dollar figure “$1,500,000” andreplacing it with the dollar figure “$5,000,000”.

## 1.7.          Section 6.13 of theCredit Agreement is amended and restated in its entirety as follows:

“6.13.      Restricted Payments.  No Credit Party shall make any RestrictedPayment, except (a) officer, director and employee loans permitted underSection 6.4(b) above, (b) Restricted Payments in respect of Stock of Holdingsdirectly related to the consummation of the RGL Merger; provided, that, noproceeds of any Loans shall be used to make such

3

----

Restricted Payments, (c)dividends and distributions from Borrower to Holdings to enable Holdings to payits ordinary course expenses (e.g., franchise taxes, reasonable legal andaccounting expenses and directors’ and officers’ insurance premiums and toreimburse its directors for reasonable out-of-pocket costs and expensesincurred in attending board of directors meetings, but not for payment ofdirectors’ fees), (d) dividends and distributions from Borrower to Holdings inan amount equal to Borrower’s proportionate share of Holdings’ then due andpayable consolidated, combined or unitary income tax liabilities, and (e) otherRestricted Payments so long as each of the following conditions are satisfied:(1) Borrowing Availability shall be equal to at least $10,000,000 both beforeand after giving effect to any such Restricted Payment, (2) the Fixed ChargeCoverage Ratio of Borrower on a consolidated basis for the 12-month period thenended shall be equal to at least 1.20 to 1.00 both before and after givingeffect to any such Restricted Payment and (3) no Default or Event of Defaultshall have occurred and be continuing or would result from the making of suchRestricted Payment; provided, that, when calculating the Fixed Charge CoverageRatio (solely for purposes of this Section 6.13), the following additionaladjustments shall be made: (x) Capital Expenditures, to the extent funded otherthan with proceeds of the Loans, shall not be included in Fixed Charges, (y)severance payments, to the extent funded other than with proceeds of the Loans,shall be excluded from EBITDA to the extent such payments were included inconsolidated net income and (z) severance payments related to not more thanthree plant, office or facility closures or rationalizations during the term ofthe Agreement that are funded with proceeds of the Loans shall be excluded fromEBITDA to the extent such payments were included in consolidated net income, inan amount not to exceed $1,500,000 for each such plant, office or facilityclosure or rationalization.”

## 1.8.          Annex A (Definitions) tothe Credit Agreement is amended by deleting from clause (a) of the definitionof “Commitment Termination Date” the date “December 15, 2008” and replacing itwith the date “July 31, 2010”.

## 1.9.          Annex A (Definitions) tothe Credit Agreement is amended by inserting as a new subclause (x) in clause(c) of the definition of “EBITDA” immediately following the words “to theextent that such fee is not paid in cash” at the end of clause (ix), thefollowing:

“and (x) RestrictedPayments permitted under Section 6.13(b) of the Agreement for suchperiod”.

## 1.10.        Annex A (Definitions) tothe Credit Agreement is amended by inserting as a new clause (f) in thedefinition of “Fixed Charges” immediately after the end of clause (e), thefollowing:

“plus (f)Restricted Payments permitted under Section 6.13(e) of the Agreement forsuch period”.

4

----

# 2.             Conditionsto Effectiveness.  The effectivenessof this Amendment is expressly conditioned upon the satisfaction of each of thefollowing conditions precedent in a manner acceptable to Agent:

## 2.1.          Agent’s receipt ofcounterparts of this Amendment, duly executed by Borrower, the IP Subsidiary,Agent and Lender.

## 2.2.          No Default or Event ofDefault shall have occurred and be continuing or would result from theeffectiveness of this Amendment.

# 3.             Referenceto and Effect Upon the Credit Agreement and other Loan Documents.

## 3.1.          The Credit Agreement,the Notes and each other Loan Document shall remain in full force and effectand each is hereby ratified and confirmed by Borrower and the IPSubsidiary.  Without limiting theforegoing, the Liens granted pursuant to the Collateral Documents shallcontinue in full force and effect and the guaranty of the IP Subsidiary shallcontinue in full force and effect.

## 3.2.          Each reference in theCredit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or anyother word or words of similar import shall mean and be a reference to theCredit Agreement as amended hereby, and each reference in any other LoanDocument to the Credit Agreement or any word or words of similar import shallbe and mean a reference to the Credit Agreement as amended hereby.

# 4.             Counterparts.  This Amendment may be executed in any numberof counterparts, each of which when so executed shall be deemed an original butall such counterparts shall constitute one and the same instrument.  A counterpart signature page delivered by faxtransmission shall be as effective as delivery of an originally executedcounterpart.

# 5.             Costsand Expenses.  As provided in Section11.3 of the Credit Agreement, Borrower shall pay the fees, costs and expensesincurred by Agent in connection with the preparation, execution and delivery ofthis Amendment (including, without limitation, reasonable attorneys’ fees).

# 6.             GOVERNINGLAW.  THIS AMENDMENT SHALL BEGOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (ASOPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW YORK.

# 7.             Headings.  Section headings in this Amendment areincluded herein for convenience of reference only and shall not constitute apart of this Amendment for any other purpose.

[SIGNATURE PAGE FOLLOWS]

5

----

IN WITNESS WHEREOF, this Amendment has been dulyexecuted as of the date first written above.
| ** ** | **BLUE RIDGE PAPER PRODUCTS INC.,** as Borrower |
|------------|-------------------------------------------------|
|       |                                            |   |
|       |                                            |   |
|       | By:                                             | /s/ John Wadsworth |   |
|       | Title:                                          | CFO |   |
| ** ** | ** **                                      |   |
| ** ** | ** **                                      |   |
| ** ** | **BRPP, LLC,** as a Credit Party                |
|       | By:                                             | Blue Ridge Paper Products Inc., sole Member and  Manager |
|       |                                            |   |
|       |                                            |   |
|       | By:                                             | /s/ John Wadsworth |   |
|       | Title:                                          | CFO |   |
| ** ** | ** **                                      |   |
| ** ** | **GENERAL ELECTRIC CAPITAL CORPORATION,**       |
|       | as Agent and Lender                             |
|       |                                            |   |
|       |                                            |   |
|       | By:                                             | /s/ Meeno Sameer |   |
|       | Title: Duly Authorized Signatory                |
|            |                                                 |  |  |  |  |  |

 

**AMENDMENT NO. 10 TO CREDIT AGREEMENT**

----