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Credit Agreement

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Title:

Credit Agreement

Entities:

Blue Ridge Paper Products Inc; Pactiv Corp.; U.S. Bank, NA; Paper, Allied-Industrial, Chemical & Energy Workers International Union

Date:

2004

Size:

360KB total

Price:

$49

ID:

#1623478

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CREDIT AGREEMENT

Dated as of December 17, 2003

among

BLUE RIDGE PAPER PRODUCTS INC.,

as Borrower,

THE OTHER CREDIT PARTIES SIGNATORY HERETO,

as Credit Parties,

THE LENDERS SIGNATORY HERETO

FROM TIME TO TIME,

as Lenders,

and

GENERAL ELECTRIC CAPITAL CORPORATION,

as Agent and Lender

TABLE OF CONTENTS

1.	AMOUNT AND TERMS OF CREDIT

	1.1.	Credit Facilities.
	1.2.	Letters of Credit
	1.3.	Prepayments.
	1.4.	Use of Proceeds/Refinancing and Replacement of Prior Credit Agreement
	1.5.	Interest and Applicable Margins.
	1.6.	Eligible Accounts
	1.7.	Eligible Inventory
	1.8.	Cash Management Systems
	1.9.	Fees.
	1.10.	Receipt of Payments
	1.11.	Application and Allocation of Payments.
	1.12.	Loan Account and Accounting
	1.13.	Indemnity.
	1.14.	Access
	1.15.	Taxes.
	1.16.	Capital Adequacy; Increased Costs; Illegality.
	1.17.	Single Loan

2.	CONDITIONS PRECEDENT

	2.1.	Conditions to the Initial Loans
	2.2.	Further Conditions to Each Loan

3.	REPRESENTATIONS AND WARRANTIES

	3.1.	Corporate Existence; Compliance with Law
	3.2.	Executive Offices, Collateral Locations, FEIN
	3.3.	Corporate Power, Authorization, Enforceable Obligations
	3.4.	Financial Statements and Projections
	3.5.	Material Adverse Effect
	3.6.	Ownership of Property; Liens
	3.7.	Labor Matters
	3.8.	Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness
	3.9.	Government Regulation
	3.10.	Margin Regulations
	3.11.	Taxes
	3.12.	ERISA.
	3.13.	No Litigation
	3.14.	Brokers
	3.15.	Intellectual Property
	3.16.	Full Disclosure
	3.17.	Environmental Matters.
	3.18.	Insurance

	3.19.	Deposit and Disbursement Accounts
	3.20.	Government Contracts
	3.21.	Customer and Trade Relations
	3.22.	Bonding; Licenses
	3.23.	Solvency
	3.24.	International Paper Subordinated Debt

4.	FINANCIAL STATEMENTS AND INFORMATION

	4.1.	Reports and Notices.
	4.2.	Communication with Accountants

5.	AFFIRMATIVE COVENANTS

	5.1.	Maintenance of Existence and Conduct of Business
	5.2.	Payment of Charges.
	5.3.	Books and Records
	5.4.	Insurance; Damage to or Destruction of Collateral.
	5.5.	Compliance with Laws
	5.6.	Supplemental Disclosure
	5.7.	Intellectual Property
	5.8.	Environmental Matters
	5.9.	Landlords? Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases
	5.10.	Further Assurances

6.	NEGATIVE COVENANTS

	6.1.	Mergers, Subsidiaries, Etc.
	6.2.	Investments; Loans and Advances
	6.3.	Indebtedness.
	6.4.	Employee Loans and Affiliate Transactions.
	6.5.	Capital Structure and Business
	6.6.	Guaranteed Indebtedness
	6.7.	Liens
	6.8.	Sale of Stock and Assets
	6.9.	ERISA
	6.10.	Financial Covenants
	6.11.	Hazardous Materials
	6.12.	Sale-Leasebacks
	6.13.	Restricted Payments
	6.14.	Change of Corporate Name or Location; Change of Fiscal Year
	6.15.	No Impairment of Intercompany Transfers
	6.16.	Leases; Real Estate Purchases.
	6.17.	Changes Relating to Other Indebtedness and Material Contracts.
	6.18.	Holdings and IP Subsidiary

7.	TERM

	7.1.	Termination
	7.2.	Survival of Obligations Upon Termination of Financing Arrangements

8.	EVENTS OF DEFAULT; RIGHTS AND REMEDIES

	8.1.	Events of Default
	8.2.	Remedies.
	8.3.	Waivers by Credit Parties

9.	ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF AGENT