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:
Authorized Signatory