THE EXECUTION,
DELIVERY AND PERFORMANCE BY BORROWER OF THIS AMENDMENT (A) HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF BORROWER, 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 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).
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]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first
written above.
BLUE RIDGE PAPER PRODUCTS INC., as Borrower
By:
/s/ JOHN