HAVE OCCURRED AND BE
CONTINUING OR WOULD RESULT FROM THE EFFECTIVENESS OF THIS CONSENT AND AMENDMENT.
3.3.
BORROWER SHALL HAVE PROVIDED TO AGENT EVIDENCE AND DOCUMENTATION,
REASONABLY SATISFACTORY TO AGENT, REGARDING THE SOURCES OF THE FUNDS PROPOSED TO
BE USED TO MAKE THE PAYMENTS UNDER THE NOTES PURCHASE OFFER.
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 AND THE IP SUBSIDIARY.
WITHOUT LIMITING THE FOREGOING, THE LIENS
GRANTED PURSUANT TO THE COLLATERAL DOCUMENTS (OTHER THAN BY HOLDINGS) SHALL
CONTINUE IN FULL FORCE AND EFFECT AND THE GUARANTY OF 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 CONSENT AND
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 CONSENT AND AMENDMENT (INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES).
7.
GOVERNING LAW.
THIS CONSENT AND
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
CONSENT AND AMENDMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT CONSTITUTE A PART OF THIS CONSENT AND AMENDMENT FOR ANY OTHER PURPOSE.
4
[SIGNATURE PAGE FOLLOWS]
5
IN WITNESS WHEREOF, this Consent and Amendment has been 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