8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 28, 2005

BLUE RIDGE PAPER PRODUCTS INC.

(Exact name of registrant as specified in its charter)

Delaware	333-114032	56-2136509
(State or other jurisdiction of incorporation)	(Registration Number)	(IRS Employer Identification No.)
41 Main Street, Canton, North Carolina		28716
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:  (828) 454-0676
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01.   OTHER EVENTS.

On January 28, 2005, Blue Ridge Holding Corp. (the “Parent”), the parent of Blue Ridge Paper Products Inc., the registrant (the “Company”) entered into an amendment (“the “Amendment”) to its existing Management Services Agreement (the “Agreement”), by and among the Parent and KPS Management, LLC (“KPS”).  The Company was an original party to the Agreement with KPS.  Pursuant to an Amendment and Assignment Agreement, effective as of October 1, 2003, the Company assigned all of its obligations, rights and interest in, to or under the Agreement to the Parent, and the Parent assumed such assignment.  The Company is no longer a party to the Agreement and does not deem either the Agreement or the Amendment to be a material contract.  Attached hereto and incorporated herein by reference as Exhibit 99.1 is the Amendment.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibit 99.1 – Amendment to Management Services Agreement.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLUE RIDGE PAPER PRODUCTS INC.
Date: January 31, 2005	By:	/s/ John B. Wadsworth
		Name:	John B. Wadsworth
		Title:	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Amendment to Management Services Agreement.

3

EX-99.1

Exhibit 99.1

AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

This AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT, executed as of January 28, 2005 and effective as of January 1, 2005 (this “Amendment”), is by and between KPS Management, LLC, a Delaware limited liability company (“KPS”), and Blue Ridge Holding Corp., a Delaware corporation (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”), as amended by the Amendment and Assignment Agreement, effective as of October 1, 2003, by and among KPS, the Company and Blue Ridge Paper Products Inc. (the “Assignment Agreement”); and

WHEREAS, KPS and the Company desire to amend the Management Agreement to terminate the management fee payable by the Company to KPS, without affecting any accrued and unpaid management fees payable to KPS as of December 31, 2004 under the Management Agreement and Assignment 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 to terminate, effective as of January 1, 2005, the management fee payable to KPS under the Management Agreement and, accordingly, Section 2 of the Management Agreement is hereby deleted in its entirety.

2.Effect on Management Agreement.  Except as amended hereby, the provisions of the Management Agreement shall remain in full force and effect.

3.Construction and Severability.  This Amendment (i) shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns; (ii) shall not be altered, amended, modified, terminated or discharged orally; and (iii) no revisions hereof shall be effective except by an instrument in writing signed by KPS and the Company.  If any provision of this Amendment, or the application of such provision to any party hereto or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent (i) the remainder of this Amendment shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law; (ii) as to such party or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law; and (iii) the application of such provision to other parties or circumstances or in other jurisdictions shall not be affected thereby.

4.Governing Law.  This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of New York without regard to the conflict of law principles or rules of such state.

5.Descriptive Heading.  The section headings in this Amendment are for convenience of reference only and shall not affect the meaning or interpretation of this Amendment.

6.Entire Agreement.  This Amendment, together with the Management Agreement (as amended hereby) and the Assignment Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement or understanding between them with respect to such subject matter.

7.Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

KPS MANAGEMENT, LLC
By:	/s/ Michael Psaros
	Michael Psaros
	Managing Principal
BLUE RIDGE HOLDING CORP.
By:	/s/ Richard Lozyniak
	Richard Lozyniak
	Chief Executive Officer