**Exhibit 10.1**

CONSENT AND AMENDMENT NO. 9 TO CREDIT AGREEMENT

This Consent and Amendment No. 9 to Credit Agreement,dated as of July 31, 2007 (this “Consent and Amendment”), is entered intoby and among Blue Ridge Paper Products Inc., a Delaware corporation (“Borrower”),as Borrower; Blue Ridge Holding Corp., a Delaware corporation (“Holdings”), asa Credit Party; BRPP, LLC, a North Carolina limited liability company (the “IPSubsidiary”), as a Credit Party; and General Electric Capital Corporation, as aLender and as Agent for Lenders (in such capacity, “Agent”).

**RECITALS**

A.            Borrower, Holdings, 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, AmendmentNo. 6 thereto, dated as of August 5, 2005, Amendment No. 7 thereto, dated as ofMarch 15, 2006, Amendment No. 8 thereto, dated as of June 9, 2006, 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.            Holdings has entered into an Agreement and Plan ofMerger, by and among Rank Group Limited, a New Zealand company (“RGL”),Packaging Holdings Inc., a Delaware corporation (“Newco”), Holdings, and KPSSpecial Situations Fund, L.P., a Delaware limited partnership, solely in itscapacity as the Stockholder Representative, pursuant to which Newco will mergewith and into Holdings, with Holdings as the surviving corporation (the “RGLMerger”).

C.            Upon the consummation of the RGL Merger, Borrower shallbe required under the terms of the Senior Secured Notes, to make an offer tothe holders thereof to purchase the Senior Secured Notes at a purchase priceequal to 101% of the principal amount thereof (the “Notes Purchase Offer”).

D.            Borrower has requested that Agent and Lender consent tothe RGL Merger (and certain other actions as set forth herein upon the consummationof the RGL Merger) and the Notes Purchase Offer, and Agent and Lender arewilling to provide such consent on the terms and subject to the conditions setforth herein.

E.             This Consent and Amendment shall constitute a LoanDocument and these Recitals shall be construed as part of this Consent andAmendment.  Capitalized terms used hereinwithout definition are so used as defined in the Credit Agreement and Annex Athereto.

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

# 1.                                      Consents.  Notwithstanding any other provision of theCredit Agreement or any other Loan Document to the contrary:

## 1.1.          Agent and Lenderhereby consent to the RGL Merger; provided, that immediately upon theconsummation thereof, the amendments to the Credit Agreement set forth inSection 2 of this Consent and Amendment shall become effective.

## 1.2.          Agent and Lenderhereby consent to the Notes Purchase Offer upon the consummation of the RGLMerger; provided, that, (X) (a) proceeds of Loans may be used to make paymentsunder the Notes Purchase Offer only to the extent that, both before and aftergiving effect to such payments, Borrowing Availability is equal to at least$10,000,000 and (b) at the time any payments under the Notes Purchase Offer aremade, no Event of Default shall have occurred and be continuing or would resultfrom the making of any such payments and (Y) to the extent that payments underthe Notes Purchase Offer are not funded with the proceeds of Loans as providedunder (X) above, such payments under the Notes Purchase Offer shall be fundedwith the proceeds of (a) sales of common stock by, or other equitycontributions to, Holdings and which are in turn contributed as equity toBorrower and/or (b) the issuance of Indebtedness permitted to be incurred bythe provisions of Section 2.1 of this Consent and Amendment.

## 1.3.          Effective upon theconsummation of the RGL Merger, Agent and Lender hereby (a) releases Holdingsas a Credit Party under the Credit Agreement and each other Loan Document andreleases the Holdings Guaranty and any Liens granted by Holdings pursuant tothe Collateral Documents, and (b) consents to the transfer of the Borrower’sinterest in Envases Panama, S.A. to Evergreen Packaging International B.V.

# 2.                                      Amendmentsto Credit Agreement.  The amendmentsto the Credit Agreement set forth in this Section 2 shall take effect immediatelyupon the consummation of the RGL Merger. If, for any reason, the RGL Merger is not consummated, then theamendments to the Credit Agreement set forth in this Section 2 shall be void.

## 2.1.          Section 6.3(a) ofthe Credit Agreement is amended by inserting the following as new clauses (x)and (xi) at the end thereof:

“and (x) Indebtednessincurred by Borrower (which Indebtedness may be loaned to Borrower by anon-Subsidiary Affiliate of the Borrower) for the purpose of making paymentsunder the Notes Purchase Offer (as defined in the Consent and Ninth Amendmentto the Credit Agreement) in an aggregate amount not to exceed the amount neededto make such payments and pay any fees and expenses in connection therewith and(xi) Indebtedness or Guaranteed Indebtedness incurred by any Credit Party inrespect of the CHH Multi-Option Facility Agreement”.

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

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“and (g) the followingLiens securing the Indebtedness permitted to be incurred under Section6.3(a)(x) or (xi): (i) if all of the Senior Secured Notes have been repurchasedor repaid in full, (x) a first priority Lien on the Noteholder PriorityCollateral which shall be senior to Agent’s Lien, on behalf of Lenders, on suchCollateral and (y) a second priority Lien on the Lender Priority Collateralwhich shall be junior to Agent’s Lien, on behalf of Lenders, on suchCollateral, subject, in each case, to the holders of such Indebtedness (or anagent on behalf of such holders) entering into an intercreditor agreement onsubstantially the same terms as the Intercreditor Agreement, and (ii) if lessthan all of the Senior Secured Notes have been repurchased or repaid in full, ajunior Lien on the Noteholder Priority Collateral, which shall be junior toAgent’s Lien, on behalf of Lenders, on such Collateral, subject, to the holdersof such Indebtedness (or an agent on behalf of such holders) entering into anintercreditor agreement in form and substance reasonably satisfactory to Agentand the Senior Secured Notes Trustee”.

## 2.3.          Annex A(Definitions) to the Credit Agreement is amended by amending and restating thedefinition of “Change of Control” as follows:

“‘Change of Control’ meansany event, transaction, occurrence or series of events, transactions oroccurrences, as a result of which (a) RGL shall cease, directly or indirectly,to own and control all of the economic and voting rights associated withownership of at least thirty-three percent (33%) of the outstanding capitalStock of Holdings on a fully diluted basis, (b) Holdings shall cease to own andcontrol all (100%) of the economic and voting rights associated with ownershipof all (100%) of the outstanding capital Stock of Borrower, (c) RGL shall ceaseto control a majority of the seats on the board of directors of Holdings or (d)any event (other than the RGL Merger) occurs which would result in a “Change ofControl” as defined in the Senior Secured Notes Indenture.”

## 2.4.          The followingdefined terms are inserted in Annex A (Definitions) to the Credit Agreement inthe appropriate alphabetical order:

“‘CHH Multi-OptionFacility Agreement’ means the Multi-Option Facility Agreement dated December18, 2006 (as amended from time to time) between Carter Holt Harvey Limited,Credit Suisse and others.”

“‘RGL’ means Rank GroupLimited, a New Zealand company.”

“‘RGL Merger’ means themerger of Packaging Holdings Inc., a Delaware corporation, with and intoHoldings with Holdings as the surviving corporation pursuant to that certainAgreement and Plan of Merger, by and among RGL, Packaging Holdings Inc.,Holdings, and KPS Special Situations Fund, L.P., a Delaware limitedpartnership, solely in its capacity as the Stockholder Representative.”

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# 3.                                      Conditionsto Effectiveness.  The effectivenessof this Consent and Amendment is expressly conditioned upon the satisfaction ofeach of the following conditions precedent in a manner acceptable to Agent:

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

## 3.2.          After giving effectto the consents set forth in Section 1 of this Consent and Amendment, noDefault or Event of Default shall have occurred and be continuing or wouldresult from the effectiveness of this Consent and Amendment.

## 3.3.          Borrower shall haveprovided to Agent evidence and documentation, reasonably satisfactory to Agent,regarding the sources of the funds proposed to be used to make the paymentsunder the Notes Purchase Offer.

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

## 4.1.          The CreditAgreement, the Notes and each other Loan Document shall remain in full forceand effect and each is hereby ratified and confirmed by Borrower and the IPSubsidiary.  Without limiting theforegoing, the Liens granted pursuant to the Collateral Documents (other thanby Holdings) shall continue in full force and effect and the guaranty of the IPSubsidiary shall continue in full force and effect.

## 4.2.          Each reference inthe Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” orany other 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.

# 5.                                      Counterparts.  This Consent and Amendment may be executed inany number of counterparts, each of which when so executed shall be deemed anoriginal but all such counterparts shall constitute one and the sameinstrument.  A counterpart signature pagedelivered by fax transmission shall be as effective as delivery of anoriginally executed counterpart.

# 6.                                      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 Consent and Amendment (including, without limitation, reasonable attorneys’fees).

# 7.                                      GOVERNINGLAW.  THIS CONSENT AND AMENDMENTSHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNALLAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW YORK.

# 8.                                      Headings.  Section headings in this Consent andAmendment are included herein for convenience of reference only and shall notconstitute a part of this Consent and Amendment for any other purpose.

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[SIGNATURE PAGEFOLLOWS]

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IN WITNESS WHEREOF, this Consent and Amendment hasbeen duly executed as of the date first written above.
|            |   | **BLUE RIDGE PAPER PRODUCTS INC.**,  as Borrower |
|------------|--------|--------------------------------------------------|
| ** ** |   | ** **                                       |
| ** ** |   | ** **                                       |
|       |   | By:                                              | /s/ John Wadsworth |
|       |   | Title:                                           | CFO |
|       |   |                                             |
| ** ** |   | **BLUE RIDGE HOLDING CORP.**, as a  Credit Party |
| ** ** |   | ** **                                       |
| ** ** |   | ** **                                       |
|       |   | 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, Vice President, Risk |
|       |   | Title: Duly Authorized Signatory                 |
|            |        |                                                  |  |  |  |  |  |  |  |

 

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