Exhibit 10.4
AMENDMENT AND ASSIGNMENT AGREEMENT
This Amendment and Assignment
Agreement (this “ Agreement ”), effective as of
October 1, 2003, by and among KPS Management, LLC, a Delaware
limited liability company (“ KPS ”), Blue Ridge
Holding Corp., a Delaware corporation (“ Holdings
”), and Blue Ridge Paper Products Inc., a Delaware
corporation and wholly owned subsidiary of Holdings (the “
Company ”).
WITNESSETH
:
WHEREAS, KPS and the Company are
parties to that certain Management Services Agreement, dated as of
May 14, 1999 (the “ Management Agreement
”);
WHEREAS, KPS and the Company desire
to amend the Management Agreement to reflect a change in the manner
in which KPS is compensated;
WHEREAS, the Company desires to
assign, transfer and convey to Holdings all of the Company’s
obligations, rights and interest in, to or under the Management
Agreement, as amended by this Agreement; and
WHEREAS, Holdings desires to assume
and be bound by all of the terms, provisions, covenants and
conditions of the Management Agreement applicable to the Company,
as amended by this Agreement.
NOW, THEREFORE, in consideration of
the foregoing, the mutual covenants and agreements contained herein
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
Amendment . The Management Agreement is hereby
amended by deleting Section 2 thereof in its entirety and
inserting the following language in lieu thereof:
Section 2.
Compensation .
In consideration of the services to
be provided in accordance with Section 1, the Company (or
Holdings, as the case may be) shall pay KPS an amount equal to
one-half of one percent (0.5%) of consolidated gross revenue of
Holdings for each fiscal quarter; provided , however
that in no event shall such amount exceed $3,000,000 in any fiscal
year. On the date of the Management Agreement, the Company
paid KPS by wire transfer of immediately available funds an amount
equal to $500,000, which was credited against the quarterly
management fee payments described above. The parties
acknowledge and agree that the management fee has been accrued
since September 2001 and shall continue to be accrued and not
paid in cash until termination of the Management Agreement,
whereupon the total accrued management fee shall be paid in cash by
Holdings.
2.
Extension of Term.
The term of the Management
Agreement is here
