$125,000,000

BLUE RIDGE PAPER PRODUCTS INC.

9.5% Senior Secured Notes due 2008

PURCHASE AGREEMENT

December 10, 2003

JEFFERIES & COMPANY, INC.

11100 Santa Monica Boulevard

10th Floor

Los Angeles, California  90025

Ladies and Gentlemen:

Blue Ridge Paper Products Inc., a Delaware corporation (the Company), hereby agrees with you as follows:

1.             Issuance of Notes.  Subject to the terms and conditions herein contained, the Company proposes to issue and sell to Jefferies & Company, Inc. (the Initial Purchaser) $125,000,000 aggregate principal amount of 9.5% Senior Secured Notes due 2008 (each a Note and, collectively, the Notes).  The Notes will be issued pursuant to an indenture (the Indenture), to be dated as of the Closing Date (as hereinafter defined), by and among the Company, BRPP, LLC, a North Carolina limited liability company and wholly-owned subsidiary of the Company (the North Carolina LLC Subsidiary Guarantor), and U.S. Bank National Association, as trustee (the Trustee).  Capitalized terms used, but not defined herein, shall have the meanings set forth in the Indenture.

The Notes will be offered and sold to the Initial Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the Act).  Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Act, the Notes shall bear the legends set forth in the final offering circular, dated the date hereof (the Final Offering Circular).  The Company has prepared a preliminary offering circular, dated December 1, 2003 (the Preliminary Offering Circular), and the Final Offering Circular relating to the offer and sale of the Notes (the Offering).  Offering Circular means, as of any date or time referred to in this Agreement, the most recent offering circular (whether the Preliminary Offering Circular or the Final Offering Circular, and any amendment or supplement to either such document), including exhibits and schedules thereto.

In connection with the sale of the Notes, the Company is concurrently entering into a new revolving credit facility among the Company, the other credit parties signatory thereto, the lenders signatory from time to time, and General Electric Capital Corporation, as agent and lender, which provides for a revolving loan facility in an amount of up to $45,000,000 (as amended, supplemented, modified, extended or restated from time to time, the Credit Agreement).

2.             Terms of Offering.  The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the Exempt

Resales) some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Circular, as amended or supplemented, to persons (the Subsequent Purchasers) whom the Initial Purchaser (i) reasonably believes to be qualified institutional buyers (QIBs) as defined in Rule 144A under the Act, as such may be amended from time to time, (ii) reasonably believes (based upon written representations made by such persons to the Initial Purchaser) to be institutional accredited investors (Accredited Investors) as defined in Rule 501(a)(1), (2), (3) or (7) under the Act or (iii) reasonably believes to be non-U.S. persons under Regulation S under the Act.

Pursuant to the Indenture, any and all Subsidiaries (as defined in the Indenture) of the Company, jointly and severally, shall fully and unconditionally guarantee, on a senior secured basis, to each holder of the Notes and the Trustee, the payment and performance of the Companys obligations under the Indenture and the Notes (such Subsidiary being referred to herein as the North Carolina LLC Subsidiary Guarantor and such guarantee being referred to herein as a Guarantee).

Pursuant to the terms of the Collateral Agreements (as defined in the Indenture), all of the obligations under the Notes and the Indenture will be secured by a first priority lien and security interest in substantially all of the tangible and intangible assets of the Company and the North Carolina LLC Subsidiary Guarantor (subject to prior ranking claims or such assets, including a prior ranking lien on accounts receivable, inventory and related assets by the lenders under the Credit Agreement).

Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the Registration Rights Agreement), to be executed on and dated as of the Closing Date.  Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to file with the Securities and Exchange Commission (the SEC) (a) a registration statement under the Act relating to Senior Secured Notes (the Exchange Notes) which shall be identical to the Notes (except that the Exchange Notes shall have been registered pursuant to such registration statement and will not be subject to restrictions on transfer or contain additional interest provisions) to be offered in exchange for the Notes (such offer to exchange being referred to as the Exchange Offer), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Act (the Shelf Registration Statement) relating to the resale by certain holders of the Notes. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the Private Exchange Notes). If the Company fails to satisfy its obligations under the Registration Rights Agreement, they will be required to pay additional interest to the holders of the Notes under certain circumstances.

This Agreement, the Indenture, the Collateral Agreements, the Registration Rights Agreement, the Notes, the Guarantees, the Exchange Notes and the Private Exchange Notes are referred to herein as the Documents.

3.             Purchase, Sale and Delivery.   On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 96.55% of the aggregate principal amount thereof.  Delivery to the Initial Purchaser of and payment for the

Notes shall be made at a closing (the Closing) to be held at 10:00 a.m., New York time, on December 17, 2003, at the New York offices of Mayer, Brown, Rowe & Maw LLP, or such other date, time or place as is mutually agreed to by the parties (the Closing Date).

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC