CELLU TISSUE HOLDINGS, INC. Common Stock, $0.01 par value Underwriting AgreementUnderwriting Agreement • December 4th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • New York
Cellu Tissue Holdings Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of common stock, $0.01 par value (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares,” and the aggregate of additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of June 3, 2009 (the “Agreement”), is entered into by and among Cellu Tissue Holdings, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”) and Goldman, Sachs & Co. (the “Initial Purchasers”).
AGREEMENT AND PLAN OF MERGER by and among CLEARWATER PAPER CORPORATION, SAND DOLLAR ACQUISITION CORPORATION and CELLU TISSUE HOLDINGS, INC. Dated as of September 15, 2010Agreement and Plan of Merger • September 16th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2010 (the “Agreement”), by and among Clearwater Paper Corporation, a Delaware corporation (“Parent”), Sand Dollar Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Cellu Tissue Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 9.14.
CELLU TISSUE HOLDINGS, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE 11½% Senior Secured Notes due 2014Indenture • June 8th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • New York
INDENTURE dated as of June 3, 2009, among CELLU TISSUE HOLDINGS, INC., a Delaware corporation (the “Company”), THE SUBSIDIARY GUARANTORS (as defined herein) parties hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (the “Trustee”), as Trustee.
ContractIntercreditor Agreement • December 18th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • New York
Explanatory Note: The body of this document was previously filed with the SEC, as indicated in the Exhibit Index. What follows are additional schedules and/or exhibits to that document that were not included in the original filing.
AGREEMENTAgreement Agreement • July 10th, 2006 • Cellu Tissue Holdings, Inc. • Paper mills • New York
AGREEMENT (this “Agreement”) made and entered into by and between Cellu Tissue Holdings, Inc., a Delaware corporation (the “Company”), and Mr. Russell Taylor (the “Executive”), effective as of the Closing Date as defined in the Agreement and Plan of Merger, dated May 8, 2006, (the “Merger Agreement”) by and among Cellu Parent Corporation, a Delaware corporation (“Cellu Parent”), Cellu Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Cellu Parent Corporation (“Cellu Acquisition”), and Cellu Paper Holdings, Inc., a Delaware corporation (“Cellu Paper”), and which is hereafter referred to as the “Effective Date.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 8th, 2008 • Cellu Tissue Holdings, Inc. • Paper mills • New York
This NOTE PURCHASE AGREEMENT is dated as of July 2, 2008, by and between Cellu Tissue Holdings, Inc. (the “Company”) and Claren Road Credit Master Fund, Ltd. (the “Purchaser”).
GUARANTYGuaranty • December 28th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills • Minnesota
THIS GUARANTY is made, executed and delivered this 27th day of December, 2010 (the “Guaranty”) by CELLU TISSUE HOLDINGS, INC., a Delaware corporation (the “Guarantor”) in favor of ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association with an office at 740 Marquette Avenue, Minneapolis, MN 55402 (the “Bank”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 9th, 2006 • Cellu Tissue Holdings, Inc. • Paper mills • Delaware
This restricted stock agreement (this "Agreement") is made as of March 27, 2006 (the "Grant Date"), by Cellu Paper Holdings, Inc., a Delaware corporation, (the "Company") and Steven Ziessler (the "Participant").
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 4th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • Delaware
This INDEMNIFICATION AGREEMENT is made and executed effective as of this day of , 2009, by and between CELLU TISSUE HOLDINGS, INC., a Delaware corporation (the “Company”), and , an individual resident of the State of (the “Indemnitee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills
This Amendment is made and entered into as of January 18, 2010 by and between Cellu Tissue Holdings, Inc. (the “Company”) and Mr. David J. Morris (the “Executive”) effective as of the date set forth herein.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills
This Amendment is made and entered into as of January , 2010 by and between Cellu Tissue Holdings, Inc. (the “Company”) and Mr. Steven Ziessler (the “Executive”) effective as of the date set forth herein.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills
This Amendment is made and entered into as of January 18, 2010 by and between Cellu Tissue Holdings, Inc. (the “Company”) and Mr. Steven Ziessler (the “Executive”) effective as of the date set forth herein.
Clearwater Paper Corporation Spokane, WA 99201Employment Agreement • December 28th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills
This letter constitutes the agreement (“Agreement”) between you and Clearwater Paper Corporation, including any and all of its past and present affiliated companies (including, but not limited to, Cellu Tissue Holdings, Inc.), divisions, subdivisions, parent companies, successors, assigns, officers, directors, employees and contractors (collectively referred to hereinafter as “Clearwater Paper” or “Company”), with respect to your release and waiver of claims against Clearwater Paper. This Agreement is entered into in connection with your termination of employment with Cellu Tissue Holdings, Inc. (“Cellu Tissue”) on December 27, 2010, in connection with the closing of the transaction outlined in the Agreement and Plan of Merger by and among Clearwater Paper Corporation, Sand Dollar Acquisition Corporation and Cellu Tissue, dated as of September 15, 2010.
SECOND AMENDED AND RESTATED REIMBURSEMENT AGREEMENTReimbursement Agreement • December 28th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills • Minnesota
THIS SECOND AMENDED AND RESTATED REIMBURSEMENT AGREEMENT, dated as of December 27, 2010, is by and between CELLU TISSUE-CITYFOREST LLC, a Minnesota limited liability company (the “Borrower”), and ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 28th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 27, 2010, among the entities listed on Exhibit A attached hereto (each a “Guaranteeing Subsidiary”), each a subsidiary of Clearwater Paper Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 28th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills • New York
This Supplemental Indenture (this “Supplemental Indenture”), dated as of December 27, 2010, among the entities listed on Exhibit A attached hereto (each a “Guaranteeing Subsidiary”), each a subsidiary of Clearwater Paper Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, any Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
CELLU TISSUE HOLDINGS, INC.Cellu Tissue Holdings, Inc. • July 10th, 2006 • Paper mills
This letter constitutes the agreement ("Agreement") between you and Cellu Tissue Holdings, Inc., including any and all of its past and present affiliated companies, divisions, subdivisions, parent companies, successors, assigns, officers, directors, employees and contractors (collectively referred to hereinafter as "Cellu Tissue" or "Company"), with respect to your separation from employment with Cellu Tissue effective July 14, 2006.
FIRST AMENDMENTFirst Amendment • March 27th, 2007 • Cellu Tissue Holdings, Inc. • Paper mills • New York
FIRST AMENDMENT, dated as of March 21, 2007 (this “Amendment”), to the CREDIT AGREEMENT, dated as of June 12, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CELLU PAPER HOLDINGS, INC., CELLU TISSUE HOLDINGS, INC. (the “Borrower”), INTERLAKE ACQUISITION CORPORATION LIMITED, the Loan Guarantors party thereto, the lenders party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as US Administrative Agent (in such capacity, the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent (the “Canadian Administrative Agent”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills
This Second Amendment (this “Amendment”) is made and entered into as of September 15, 2010 by and between Cellu Tissue Holdings, Inc. (the “Company”) and David J. Morris (the “Executive”) effective as of the date hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 12, 2006, and is made by and among Cellu Parent Corporation, a Delaware corporation (the “Company”), and each of the Stockholders (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2007 • Cellu Tissue Holdings, Inc. • Paper mills • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) made and entered into by and between Cellu Tissue Holdings, Inc., a Delaware corporation (the “Company”), and Mr. David J. Morris (the “Executive”), effective as of August 6, 2007, and which is hereafter referred to as the “Effective Date.
FIRST AMENDMENT TO AMENDED AND RESTATED REIMBURSEMENT AGREEMENTReimbursement Agreement • December 9th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills
This Amendment, dated as of December 4, 2009, is made by and between CELLU TISSUE-CITYFOREST LLC, a Minnesota limited liability company (the “Borrower”), and ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”).
AMENDED AND RESTATED REIMBURSEMENT AGREEMENTReimbursement Agreement • March 27th, 2007 • Cellu Tissue Holdings, Inc. • Paper mills • Minnesota
THIS AMENDED AND RESTATED REIMBURSEMENT AGREEMENT, dated as of March 21, 2007, is by and between CELLU TISSUE-CITYFOREST LLC, a Minnesota limited liability company (the “Borrower”) resulting from the conversion of CITYFOREST CORPORATION, a Minnesota corporation (“CF Corporation”), into a limited liability company, and ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”).
NOTE SECURITY AGREEMENT among CELLU TISSUE HOLDINGS, INC. and certain of its Subsidiaries, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral AgentNote Security Agreement • June 8th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • New York
NOTE SECURITY AGREEMENT, dated as of June 3, 2009, made by CELLU TISSUE HOLDINGS, INC. (the “Company”) and each of its subsidiaries signatories hereto (the Company and such subsidiaries, together with any other entity that may become a party hereto as provided herein, the “Grantors”) in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) for the holders of the notes (the “Holders”) issued pursuant to the Indenture, dated as of June 3, 2009 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, the subsidiary guarantors parties thereto (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
SECOND AMENDMENTSecond Amendment • July 8th, 2008 • Cellu Tissue Holdings, Inc. • Paper mills • New York
SECOND AMENDMENT, dated as of July 2, 2008 (this “Amendment”), to the CREDIT AGREEMENT, dated as of June 12, 2006 (as amended on March 21, 2007 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CELLU PAPER HOLDINGS, INC., CELLU TISSUE HOLDINGS, INC. (the “Borrower”), INTERLAKE ACQUISITION CORPORATION LIMITED, the Loan Guarantors party thereto, the lenders party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as US Administrative Agent (in such capacity, the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent (the “Canadian Administrative Agent”).
THIRD AMENDMENTThird Amendment • October 10th, 2008 • Cellu Tissue Holdings, Inc. • Paper mills • New York
THIRD AMENDMENT, dated as of September 26, 2008 (this “Amendment”), to the CREDIT AGREEMENT, dated as of June 12, 2006 (as amended on March 21, 2007 and July 2, 2008 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CELLU PAPER HOLDINGS, INC., CELLU TISSUE HOLDINGS, INC. (the “Borrower”), INTERLAKE ACQUISITION CORPORATION LIMITED, the Loan Guarantors party thereto, the lenders party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as US Administrative Agent (in such capacity, the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent (the “Canadian Administrative Agent”).
CONSENTConsent • June 8th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills
THIS CONSENT (this “Consent”), dated as of May 26, 2009, by and between CELLU TISSUE-CITY FOREST LLC, a Minnesota limited liability company (the “Borrower”) and ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”).
APPENDIX B To Asset Purchase Agreement Certain Defined Terms Dated July 2, 2008Lease Agreement • December 4th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • New York
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 16th, 2006 • Cellu Tissue Holdings, Inc. • Paper mills • New York
This Supplemental Indenture, dated as of June 2, 2006 (this “Supplemental Indenture”), is entered into by and among Cellu Tissue Holdings, Inc. (together with its successors and assigns, the “Company”), the Subsidiary Guarantors under (and as defined in) the Indenture referred to below and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee under the Indenture referred to below (the “Trustee”).
AGREEMENT AND PLAN OF MERGER dated as of May 8, 2006 among CELLU PARENT CORPORATION, CELLU ACQUISITION CORPORATION, and CELLU PAPER HOLDINGS, INC.Agreement and Plan of Merger • May 9th, 2006 • Cellu Tissue Holdings, Inc. • Paper mills • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 8, 2006 (this “Agreement”), is entered into by and among Cellu Parent Corporation, a Delaware corporation (“Parent”), Cellu Acquisition Corporation, a Delaware corporation (“Merger Sub”), and Cellu Paper Holdings, Inc., a Delaware corporation (the “Company”).
MERGER AGREEMENT AMONG CELLU TISSUE HOLDINGS, INC., CELLU CITY ACQUISITION CORPORATION, WAYNE GULLSTAD AS THE SHAREHOLDERS’ REPRESENTATIVE, AND CITYFOREST CORPORATION February 26, 2007Merger Agreement • March 1st, 2007 • Cellu Tissue Holdings, Inc. • Paper mills • Delaware
This Merger Agreement (this “Agreement”) among Cellu Tissue Holdings, Inc., a Delaware corporation (the “Parent”), Cellu City Acquisition Corporation, a Minnesota corporation and wholly-owned subsidiary of the Parent (the “Merger Sub”), CityForest Corporation, a Minnesota corporation (the “Target”) and Wayne Gullstad as the “Shareholders’ Representative,” takes effect on February 26, 2007. The Parent, the Merger Sub, the Target and the Shareholders’ Representative are each sometimes referred to individually as a “Party” and collectively as the “Parties.”
CONSENTConsent • June 8th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills
THIS CONSENT (this “Consent”), dated as of June 01, 2009, by and between CELLU TISSUE-CITYFOREST LLC, a Minnesota limited liability company (the “Borrower”) and ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”).
PLEDGE AND SECURITY AGREEMENT Dated as of June 12, 2006 among CELLU PAPER HOLDINGS, INC., CELLU TISSUE HOLDINGS, INC. and certain of its Subsidiaries in favor of JPMorgan Chase Bank, N.A., as US Administrative AgentPledge and Security Agreement • November 17th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • New York
PLEDGE AND SECURITY AGREEMENT, dated as of June 12, 2006, made by CELLU PAPER HOLDINGS, INC. (“Holdings”), CELLU TISSUE HOLDINGS, INC. (the “US Borrower”) and each of its subsidiaries signatories hereto (Holdings, the US Borrower and such subsidiaries, together with any other entity that may become a party hereto as provided herein, the “Grantors”) in favor of JPMORGAN CHASE BANK, N.A., as US administrative agent (in such capacity, the “US Administrative Agent”) for the lenders (the “Lenders”) party to the Credit Agreement, dated as of June 12, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the US Borrower, Interlake Acquisition Corporation Limited (the “Canadian Borrower”; together with the US Borrower, the “Borrowers”), the Loan Guarantors party thereto (the “Loan Guarantors”), the Lenders party thereto, the US Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian administrative agent (in suc
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 11th, 2005 • Cellu Tissue Holdings, Inc. • Paper mills • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 14, 2005 (this “Agreement”), is entered into by and among KIPB Group Holdings, LLC, a Delaware limited liability company (“Parent”), KCT Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Cellu Paper Holdings, Inc., a Delaware corporation (the “Company”).
