Exhibit
10.2


 


EXECUTION
VERSION


 


AMENDMENT NO. 4 TO
CREDIT AGREEMENT


 


This Amendment No. 4 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,
Amendment No. 2 thereto, dated as of September 15, 2004, and Consent and
Amendment No. 3 thereto, dated as of October 8, 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 pursuant to, and
subject to, the terms and conditions set forth in this Amendment.


 


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 (b) of Annex G
(Financial Covenants) to the Credit Agreement is amended and restated in its
entirety as follows:


 


“(b)         Minimum Fixed Charge
Coverage Ratio.  If at any time
other than during the period beginning October 8, 2004 and ending January 15,
2005, Borrowing Availability falls below $15,000,000, or if at any time during
the period beginning October 8, 2004 and ending January 15, 2005, Borrowing
Availability falls below $5,000,000, then, for the most recently ended Fiscal
Quarter and for each Fiscal Quarter thereafter, Borrower and its Subsidiaries
shall have on a consolidated basis at the end of each such Fiscal Quarter, a
Fixed Charge Coverage Ratio for the 12-month period then ended of not less than
1.10 to 1.00.”


 

















 


2.             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 (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.


 


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.


 


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.


 


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).


 


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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:

  	
   

  	
   

  
	
   

  	
  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