Exhibit
10.1


 


EXECUTION
VERSION


 


CONSENT AND
AMENDMENT NO. 3 TO CREDIT AGREEMENT


 


This Consent and
Amendment No. 3 to Credit Agreement, dated as of October 8, 2004 (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, and
as amended by Amendment No. 2 thereto, dated as of September 15, 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 has requested that Agent and Lender consent
to certain actions proposed to be taken by Borrower, and Agent and Lender are
willing to consent to such actions as and to the extent set forth herein and
pursuant to, and subject to, the terms and conditions set forth in this
Amendment.


 


C.            Borrower, Agent and Lender are desirous of amending
the Credit Agreement as and to the extent set forth herein and pursuant to, and
subject to, the terms and conditions set forth in this Amendment.


 


D.            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.             Fort
Worth Assets Sale - Consent. 
Notwithstanding any provision of the Credit Agreement or any other Loan
Document to the contrary, Agent and Lender consent to the sale by Borrower of
the Real Estate comprising its Fort Worth, Texas facility and the Equipment, if
any, remaining at the Fort Worth facility at the time of such sale
(collectively, the “Fort Worth Assets”) and to the release of Agent’s
Lien on the Fort Worth Assets upon the consummation of such sale, provided,
that, (a) the net proceeds of such sale shall be applied in accordance with the
provisions of Section 1.3 of the Credit Agreement (to the extent that such
Section applies to the sale of the Fort Worth Assets) and (b) such sale shall
be an arm’s length transaction with a Person who is not an Affiliate of any
Credit Party.


 

















 


2.             Dissolution
of IP Subsidiary - Consent and Amendments.


 


2.1.          Notwithstanding any
provision of the Credit Agreement or any other Loan Document to the contrary,
but subject to the satisfaction of the conditions precedent set forth in
Section 2.2 below, Agent and Lender consent to the assignment by the IP
Subsidiary of all of its Patents and Trademarks to Borrower.  Upon the consummation of such assignment,
Agent and Lender consent to the subsequent dissolution of the IP Subsidiary,
whereupon all of the obligations of the IP Subsidiary under its Guaranty, the
Security Agreement, the Credit Agreement and each other Loan Document to which
it is a party shall terminate.


 


2.2.          The transactions
described in Section 2.1 above are subject to the satisfaction of each of the
following conditions precedent:


 


(a)           All assignments,
agreements, instruments and other documents relating to the assignment by the
IP Subsidiary of all of its Patents and Trademarks to Borrower and the
subsequent dissolution of the IP Subsidiary shall be in form and substance
satisfactory to Agent.


 


(b)           Borrower shall have
executed and delivered a Patent Security Agreement and Trademark Security
Agreement, each in form and substance satisfactory to Agent, whereby Borrower
grants a Lien in favor of Agent, for the benefit of itself and Lenders, on all
of the Patents and Trademarks assigned to Borrower by the IP Subsidiary.


 


2.3.          Upon the assignment by
the IP Subsidiary of all of its Patents and Trademarks to Borrower and the
dissolution of the IP Subsidiary, all in accordance with the terms of this
Amendment, the Credit Agreement shall be amended as follows:


 


(a)           Section 6.17(b) of the
Credit Agreement shall be deleted in its entirety.


 


(b)           Section 6.18 of the
Credit Agreement shall be amended and restated in its entirety as follows:
“6.18.  Holdings.  Holdings shall not engage in any trade or
business, or own any assets (other than Stock of its Subsidiaries) or incur any
Indebtedness or Guaranteed Indebtedness (other than the Obligations).”


 


(c)           Annex A to the Credit
Agreement shall be amended by deleting therefrom the definitions of “IP
Subsidiary” and “IP License Agreement”.


 


3.             Representations
and Warranties.  Borrower and the IP
Subsidiary jointly and severally represent and warrant to Agent and Lender that
the execution, delivery and performance by Borrower and the IP Subsidiary of
this Amendment and the consummation by Borrower and the IP Subsidiary of each
of the transactions consented to in Sections 1 and 2 of this Amendment (a) have
been duly authorized by all necessary action on the part of Borrower and the IP
Subsidiary, 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 or the IP Subsidiary is
a party.


 


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4.             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:


 


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


 


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


 


4.3.          The representations and
warranties contained in Section 3 of this Amendment shall be true, correct and
complete.


 


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


 


5.1.          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 (subject
to the provisions of Section 2) the IP Subsidiary shall continue in full force
and effect.


 


5.2.          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.


 


6.             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.


 


7.             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).


 


8.             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.


 


9.             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:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLUE RIDGE HOLDING CORP., as a Credit
  Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRPP, LLC, as a Credit Party

  
	
   

  	
  By:

  	
  Blue Ridge Paper
  Products Inc., sole Member and

  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL  CORPORATION,

  
	
   

  	
  as Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:Duly Authorized Signatory