**Exhibit 10.1**

 

**AMENDMENTTO CONTRACT**

**FOR SALE(AND DELIVERY) OF FOREST PRODUCTS**

 

This **AMENDMENT TO CONTRACT FORSALE (AND DELIVERY) OF FOREST PRODUCTS** is made and entered into asof the 23rd day of May, 2006, by and between **INTERNATIONALPAPER COMPANY**, a New York corporation (“IP”) and **BLUE RIDGE PAPER PRODUCTS, INC.**, a Delaware corporation(“Blue Ridge Paper”).

 

**WITNESSETH**

 

**WHEREAS,** IP (assuccessor in interest to Champion International Corporation) and Blue RidgePaper are parties to that certain Wood Chip Supply Agreement, dated May 14,1999, as amended (the “Chip Agreement”), whereby IP agreed to sell and deliverand Blue Ridge Paper agreed to purchase and receive at its Canton, NorthCarolina Paper Mill (“Paper Mill”) certain hardwood chips and price chips (“PrimaryChips”) pursuant to terms and conditions thereof; and

 

**WHEREAS,** IP and BlueRidge Paper entered into that certain Contract for Sale (and Delivery) ofForest Products, dated February 5, 2004, as amended (the “Residual ChipAgreement,” and together with the Chip Agreement sometimes collectivelyreferred to herein as the “Agreements”), whereby IP agreed to sell and deliverand Blue Ridge Paper agreed to purchase and receive at its Paper Mill certainresidual hardwood chips (“Residual Chips,” and together with the Primary Chipssometimes collectively referred to herein as the “Chips”) pursuant to the termsand conditions thereof; and

 

**WHEREAS,** the partieshereto wish to further extend the term of the Agreements and to amend andmodify the Residual Chip Agreement as hereinafter set out.

 

**NOW, THEREFORE,** forand in consideration of the premises and other good and valuable consideration,the receipt and adequacy of which are herby acknowledged, the parties heretoagree that the Residual Chip Agreement shall be amended and modified asfollows:

 

**1.****                                      Term.**The term of the Agreements shall continue indefinitely until terminated bya party hereto upon thirty (30) days’ prior written notice to the other party.

 

**2.****                                      ResidualChips.**IP shall make a good faith effort to purchase an incremental21,000 tons of Residual Chips yearly to be delivered to the Royal Blue ChipMill for shipment to Blue Ridge Paper’s Paper Mill. Said amount shall be overand above the volume commitment of 265,000 tons of Primary Chips pursuant tothe Chip Agreement. Further, IP hereby grants to Blue Ridge Paper a right offirst refusal with respect to the first 21,000 tons of Residual Chips itpurchases and receives at its Royal Blue Chip Mill. IP will deliver said 21,000tons of Residual Chips in increments of 400 – 500 tons (4 - 5 rail cars) perweek in each given year.

 

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**3.****                                      Storage,Shipping and Title / Risk of Loss.**IP shall no longer be required tostore the Residual Chips separately from the Primary Chips on IP’s pads atits Royal Blue Chip Mill. Further, both the Residual Chips and the PrimaryChips may be loaded onto rail cars and shipped together to the Paper Milland, except as modified by the following sentences of this section, theprovisions of the Chip Agreement regarding the shipment of Chips shall remainin full force and effect and govern said shipments.

 

**4.****                                      Pricing.**Pricing of all Chips delivered hereunder will be based on the blendedvolume of Primary Chips and Residual Chips. The blended price will becalculated by using a weighted average of the previous month’s average ResidualChips’ delivered costs, including the current 1.4% calculation forpre-screening loss, and the previous month’s average Primary Chips’ costs,including their processing, overhead and procurement costs. Any adjustments forprice correction shall be made the last week of the month retroactively for thefirst day of that month. A breakdown of the volume ratio and prices of PrimaryChips and Residual Chips will be made to Blue Ridge Paper upon requests.

 

**5.****                                      AdditionalProvisions.**The Agreements shall remain in full force and effect exceptto the extent hereby modified and they are hereby ratified and confirmed by theparties hereto.

 

This Amendment shall be binding on the parties hereto and theirrespective successors and assigns.

 

Executed as of the date first hereinabove set out.

 
|   | INTERNATIONAL PAPER COMPANY    |
|--------|--------------------------------|
|   |                           |
|   | By:                            | /s/ Jim Fitzgerald |   |
|   |                           |   |
|   | Its:                           | Region Manager |   |
|   |                           |
|   | BLUE RIDGE PAPER PRODUCTS INC. |
|   |                           |
|   | By:                            | /s/ Robert M. Shanahan |   |
|   |                           |   |
|   | Its:                           | VP Manufacturing |   |

 

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| **Jim Fitzgerald** | 1515 Bourne Street |
|--------------------|--------------------|
| Region Manager     | Georgetown, SC     |
|               | 29440              |
|               | PHONE 843 520 5600 |
|               | FAX 843 527 1583   |

 

 

May 23, 2006

 

Dear Jerry:

 

Based on several discussions, the following is a summary of issues thatInternational Paper and Blue Ridge Paper discussed and agreed to implement.These operational processes will become effective with our signaturesacknowledging this agreement.

 

**AGREEMENT OF PROVISIONS FROM FEBRUARY, 2006**

 

1.               IP agrees tomaintain a minimum on-hand inventory of chip tons as follows:

 

(a)     At the Royal Blue Chip Mill,IP will maintain an inventory of Hardwood Chip tons of not less than thequantity specified below for each corresponding month:

 
| **Month** | ** ** | **Hardwood Chip Tons** | ** ** |
|-----------|------------|----------------------------------|------------|
| January   |       | 18,000                           |       |
| February  |       | 16,000                           |       |
| March     |       | 14,000                           |       |
| April     |       | 12,000                           |       |
| May       |       | 12,000                           |       |
| June      |       | 10,000                           |       |
| July      |       | 10,000                           |       |
| August    |       | 12,000                           |       |
| September |       | 14,000                           |       |
| October   |       | 16,000                           |       |
| November  |       | 19,000                           |       |
| December  |       | 20,000                           |       |

 

(b)    At the Silverstreet Chip Mill,IP will maintain an inventory of Pine Chip tons of not less than the quantityspecified below for the corresponding month:

 
| **Month** | ** ** | **Hardwood Chip Tons** | ** ** |
|-----------|------------|------------------------|------------|
| January   |       | 24,000                 |       |
| February  |       | 23,000                 |       |
| March     |       | 19,000                 |       |
| April     |       | 15,000                 |       |
| May       |       | 12,000                 |       |
| June      |       | 12,000                 |       |

 

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| July      |   | 12,000 |   |
|-----------|--------|--------|--------|
| August    |   | 12,000 |   |
| September |   | 13,000 |   |
| October   |   | 18,000 |   |
| November  |   | 24,000 |   |
| December  |   | 24,000 |   |

 

IP and Blue Ridge Paper agree that the inventory may be stored inboth roundwood and chip form. Additionally, both parties agree that deviations from thisschedule may be necessary from time to time and are acceptable ifagreed to by both parties.

 

2.               IP will make everyreasonable effort to offer substitute chips from other IP chipping locationsfor any shortfall of normal orders at Silverstreet or Royal Blue chip mills.

 

3.               IP will modifymonth end invoices to eliminate “partial week billings” for in-transit loadsafter the January 2006 invoice.

 

4.               Blue Ridge Paperfurther agrees to comply with the payment terms of the Wood Chip SupplyAgreement dated May 14, 1999 and shall make payment to IP within sevendays of the date of invoice. IP shall invoice Blue Ridge Paper weekly.

 

 
|   | With Regards       |
|--------|--------------------|
|   |               |
|   | /s/ Jim Fitzgerald |   |
|   | Jim Fitzgerald     |
|   | Region Manager     |

 

 
| AGREED TO AND ACCEPTED               |
|--------------------------------------|
| BY:                                  |
|                                 |
| BLUE RIDGE PAPER PRODUCTS, INC. |
|                                 |
|                                 |
| By:                                  | /s/ Robert M. Shanahan |   |
|                                 |   |
| Its:                                 | VP Manufacturing |   |
|                                 |   |
| Date:                                | 7/12/06 |   |
|                                      |  |  |  |

 

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