REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2004 • Coastal Paper CO • New York
This REGISTRATION RIGHTS AGREEMENT dated March 12, 2004 (the “Agreement”) is entered into by and among Cellu Tissue Holdings, Inc., a Delaware corporation (the “Company”), the guarantorslisted in Schedule 1 hereto (the “Guarantors”) and J.P. Morgan Securities Inc., on behalf of itself and the initial purchasers listed in Schedule 1 to the Purchase Agreement as defined below (the “Initial Purchasers”).
CELLU TISSUE HOLDINGS, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO, AND THE BANK OF NEW YORK, AS TRUSTEE 9¾% Senior Secured Notes due 2010Indenture • September 3rd, 2004 • Coastal Paper CO • New York
INDENTURE dated as of March 12, 2004, among CELLU TISSUE HOLDINGS, INC., a Delaware corporation (the “Company”), THE SUBSIDIARY GUARANTORS (as defined herein) parties hereto and THE BANK OF NEW YORK (the “Trustee”), as Trustee.
Amended and Restated GENERAL PARTNERSHIP AGREEMENT OF COASTAL PAPER COMPANYGeneral Partnership Agreement • September 3rd, 2004 • Coastal Paper CO • Virginia
This General Partnership Agreement (“Agreement”) is made and entered into by Van Paper Company, a Mississippi corporation (“Van”) and Van Timber Company, a Mississippi corporation (“Timber”) (hereinafter collectively referred to as “Partners” or individually as a “Partner”).
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 3rd, 2004 • Coastal Paper CO • Delaware
The Member formed the Company by filing a Certificate of Formation and Certificate of Conversion in the Office of the Secretary of State of the State of Delaware on February 28, 2003, (with instructions to be deemed effective as of 6:59 a.m. on March 1, 2003) and now declares as follows:
FINANCING AGREEMENTFinancing Agreement • September 3rd, 2004 • Coastal Paper CO
FINANCING AGREEMENT, dated as of March 12, 2004, among CELLU TISSUE LLC, a Delaware limited liability company (“CT LLC”), COASTAL PAPER COMPANY, a Virginia partnership (“Coastal Paper”), CELLU TISSUE CORPORATION – NATURAL DAM, a Delaware corporation (“Natural Dam”), CELLU TISSUE CORPORATION – NEENAH, a Delaware corporation (“Neenah”), MENOMINEE ACQUISITION CORPORATION, a Delaware corporation (“Menominee” and together with CT LLC, Coastal Paper, Natural Dam and Neenah, the foregoing collectively, the “US Borrowers”) and INTERLAKE ACQUISITION CORPORATION LIMITED, a corporation organized under the laws of Nova Scotia, Canada (the “Canadian Borrower” and together with the US Borrowers, collectively, and as further defined below, the “Borrowers”), CELLU TISSUE HOLDINGS, INC., a Delaware corporation (“Cellu Tissue”), VAN PAPER COMPANY, a Mississippi corporation (“VPC”), and VAN TIMBER COMPANY, a Mississippi corporation (“VTC” and together with Cellu Tissue and VPC, the “Initial Guarantors”),
AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • September 3rd, 2004 • Coastal Paper CO • New York
This Amendment (this “Amendment”) to that certain Stockholders Agreement (the “Stockholders Agreement”), dated as of September 28, 2001, by and among Cellu Paper Holdings, Inc., a Delaware corporation (the “Company”), Charterhouse Equity Partners III, L.P., a Delaware limited partnership (“Charterhouse”), Chef Nominees Limited, a United Kingdom entity (“Chef”), Wayham Capital, LLC, a Delaware limited liability company and the persons listed on the Schedule of Management Stockholders attached hereto as Schedule A, is made as of September , 2002, by and among the Company, Charterhouse, Chef and Russell C. Taylor (the “Majority Non-CEP Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2004 • Coastal Paper CO • New York
EMPLOYMENT AGREEMENT dated as of September 25, 2001 (this “Agreement”), by and between CELLU TISSUE HOLDINGS, INC. a Delaware corporation (“Cellu Tissue” or the “Company”), and RUSSELL C. TAYLOR (“Executive”).
FINANCIAL ADVISORY AND MANAGEMENT SERVICES AGREEMENTFinancial Advisory and Management Services Agreement • September 3rd, 2004 • Coastal Paper CO • New York
THIS FINANCIAL ADVISORY AND MANAGEMENT SERVICES AGREEMENT (the “Agreement”), dated as of September 30, 2002, is between Cellu Tissue Holdings, Inc., a Delaware corporation (“Cellu Tissue”), and Charterhouse Group International, Inc., a Delaware corporation (the “Consultant”).
CELLU TISSUE HOLDINGS, INC. 9-3/4% Senior Secured Notes due 2010Purchase Agreement • September 3rd, 2004 • Coastal Paper CO • New York
Cellu Tissue Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $162,000,000 principal amount of its 9-3/4% Senior Secured Notes due 2010 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of March 12, 2004 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and The Bank of New York, as trustee (the “Trustee”), and will be guaranteed on a senior secured basis by each of the Guarantors (the “Guarantees”).
