CLEARWATER PAPER CORPORATION a Delaware corporation and MELLON INVESTOR SERVICES LLC a New Jersey limited liability company Rights Agent Rights Agreement Dated as of December 4, 2008Rights Agreement • December 4th, 2008 • Clearwater Paper Corp • Paperboard mills • New York
THIS RIGHTS AGREEMENT (this “Agreement”) is dated as of December 4, 2008, between CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
REGISTRATION RIGHTS AGREEMENT by and among Clearwater Paper Corporation, the Guarantors from time to time party hereto and Goldman Sachs & Co. Merrill Lynch, Pierce Fenner & Smith Incorporated, as the Initial Purchasers Dated as of January 23, 2013Registration Rights Agreement • January 24th, 2013 • Clearwater Paper Corp • Paperboard mills • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 23, 2013 by and among Clearwater Paper Corporation, a Delaware corporation (the “Company”), the entities listed on the signature pages hereof (collectively, the “Guarantors”) and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchasers”), who have agreed to purchase the Company’s 4.500% Senior Notes due 2023 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). The Initial Notes will be fully and unconditionally guaranteed (the “Guarantees”) by the Guarantors. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
Clearwater Paper Corporation Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • June 12th, 2009 • Clearwater Paper Corp • Paperboard mills • New York
Clearwater Paper Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 10 5/8% Senior Notes due 2016. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
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, 2010Merger Agreement • September 21st, 2010 • Clearwater Paper Corp • Paperboard 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 19th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Delaware
This Indemnification Agreement (the “Agreement”), is dated as of ____________, 2008 between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and _____________ (“Indemnitee”).
FIFTH AMENDMENT TO ABL CREDIT AGREEMENT AND OMNIBUS AMENDMENTAbl Credit Agreement • May 1st, 2024 • Clearwater Paper Corp • Paperboard mills • New York
ABL CREDIT AGREEMENT (this “Agreement”), dated as of July 26, 2019 among Clearwater Paper Corporation, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent, and the other agents from time to time parties hereto.
TERM LOAN CREDIT AGREEMENT among CLEARWATER PAPER CORPORATION as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of July 26, 2019 JPMORGAN CHASE BANK, N.A. and WELLS FARGO...Term Loan Credit Agreement • July 31st, 2019 • Clearwater Paper Corp • Paperboard mills • New York
TERM LOAN CREDIT AGREEMENT (this “Agreement”), dated as of July 26, 2019, among Clearwater Paper Corporation, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent, and the other agents from time to time parties hereto.
CLEARWATER PAPER CORPORATION, as Borrower LOAN AND SECURITY AGREEMENT Dated as of November 26, 2008 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as AgentLoan and Security Agreement • December 3rd, 2008 • Clearwater Paper Corp • Paperboard mills • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of November 26, 2008, among POTLATCH FOREST PRODUCTS CORPORATION, which will change its name prior to the Closing Date to CLEARWATER PAPER CORPORATION, a Delaware corporation (“Clearwater” and together with any other Person that at any time after the date hereof becomes a Borrower in accordance with the terms hereof, each individually a “Borrower” and collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (each individually a “Lender” and collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).
CLEARWATER PAPER CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 20th, 2024 • Clearwater Paper Corp • Paperboard mills • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into as of Grant Date (the “Grant Date”), by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and Participant Name (the “Employee”).
CLEARWATER PAPER CORPORATION STOCK OPTION AGREEMENT AMENDED AND RESTATED 2008 STOCK INCENTIVE PLANStock Option Agreement • February 22nd, 2016 • Clearwater Paper Corp • Paperboard mills • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of [Grant Date] (the “Grant Date”), by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and [Participant Name] (the “Employee”).
CLEARWATER PAPER CORPORATION RESTRICTED STOCK UNIT AGREEMENT AMENDED AND RESTATED 2008 STOCK INCENTIVE PLANRestricted Stock Unit Agreement • February 22nd, 2016 • Clearwater Paper Corp • Paperboard mills • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into as of [Grant Date] (the “Grant Date”), by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and [Participant Name] (the “Employee”).
CLEARWATER PAPER CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 18th, 2014 • Clearwater Paper Corp • Paperboard mills • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into on the Grant Date specified in the attached Addendum to this Agreement, by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and the Employee named in the attached Addendum (the “Employee”).
CLEARWATER PAPER CORPORATION BENEFITS PROTECTION TRUST AGREEMENT (Effective December 16, 2008)Benefits Protection Trust Agreement • March 18th, 2009 • Clearwater Paper Corp • Paperboard mills • Washington
This Trust Agreement, by and between CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Corporation”) and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), is effective as of December 16, 2008.
January 27, 2020 Mr. Arsen S. Kitch Dear Arsen:Employment Agreement • January 31st, 2020 • Clearwater Paper Corp • Paperboard mills • Washington
The purpose of this letter agreement (this “Agreement”) is to confirm important terms and conditions pertaining to your employment as President and Chief Executive Officer of Clearwater Paper Corporation (the “Company”).
CLEARWATER PAPER CORPORATION PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • February 18th, 2014 • Clearwater Paper Corp • Paperboard mills • Delaware
THIS PERFORMANCE SHARE AGREEMENT (this “Agreement”) is made and entered into on the Grant Date specified in the attached Addendum to this Agreement by and between CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Corporation”), and the Employee named in the Addendum (the “Employee”).
EMPLOYEE MATTERS AGREEMENT by and between POTLATCH CORPORATION and CLEARWATER PAPER CORPORATION Dated as of December 15, 2008Employee Matters Agreement • November 5th, 2010 • Clearwater Paper Corp • Paperboard mills • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT by and between POTLATCH CORPORATION and CLEARWATER PAPER CORPORATION Dated as of [—], 2008Separation and Distribution Agreement • November 6th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made as of [—], 2008, by and between Potlatch Corporation, a Delaware corporation (“Potlatch”), and Clearwater Paper Corporation, a Delaware corporation (formerly named Potlatch Forest Products Corporation) (“Clearwater”) (each a “Party” and together, the “Parties”). Capitalized terms used in this Agreement are defined or otherwise referenced in Section 1.1.
REGISTRATION RIGHTS AGREEMENT by and among Clearwater Paper Corporation, the Joinder Parties from time to time party hereto and Banc of America Securities LLC Dated as of October 22, 2010Registration Rights Agreement • October 27th, 2010 • Clearwater Paper Corp • Paperboard mills • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 22, 2010, by and among Clearwater Paper Corporation, a Delaware corporation (the “Company”), the Joinder Parties (as defined below) from time to time party hereto and Banc of America Securities LLC (the “Initial Purchaser”), which has agreed to purchase the Company’s 7 1/8% Senior Notes due 2018 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). The Initial Notes will be fully and unconditionally guaranteed (the “Guarantees”) by the Joinder Parties as provided in and pursuant to the Joinder Agreement (as defined below) to be executed by each Joinder Party on the Release Date (as defined in the Joinder Agreement). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
CLEARWATER PAPER CORPORATION PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • November 5th, 2010 • Clearwater Paper Corp • Paperboard mills • Delaware
THIS PERFORMANCE SHARE AGREEMENT (this “Agreement”) is made and entered into on the Grant Date specified in the attached Addendum to this Agreement by and between CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Corporation”), and the Employee named in the Addendum (the “Employee”).
GUARANTYGuaranty • December 28th, 2010 • Clearwater Paper Corp • Paperboard mills • Minnesota
THIS GUARANTY is made, executed and delivered this 27th day of December, 2010 (the “Guaranty”) by CLEARWATER PAPER CORPORATION, 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”).
CLEARWATER PAPER CORPORATION, as Borrower LOAN AND SECURITY AGREEMENT Dated as of November 26, 2008 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as AgentLoan and Security Agreement • November 5th, 2010 • Clearwater Paper Corp • Paperboard mills • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of November 26, 2008, among POTLATCH FOREST PRODUCTS CORPORATION, which will change its name prior to the Closing Date to CLEARWATER PAPER CORPORATION, a Delaware corporation (“Clearwater” and together with any other Person that at any time after the date hereof becomes a Borrower in accordance with the terms hereof, each individually a “Borrower” and collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (each individually a “Lender” and collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).
TAX SHARING AGREEMENT by and among POTLATCH CORPORATION, POTLATCH FOREST HOLDINGS, INC., POTLATCH LAND & LUMBER, LLC, and CLEARWATER PAPER CORPORATION Dated as of December 15, 2008Tax Sharing Agreement • December 18th, 2008 • Clearwater Paper Corp • Paperboard mills • Washington
This Tax Sharing Agreement (this “Agreement”) is dated as of December 15, 2008, by and among Potlatch Corporation, a Delaware corporation (“Potlatch”), Potlatch Forest Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Potlatch (“Holdings”), Clearwater Paper Corporation f/k/a Potlatch Forest Products Corporation, a Delaware corporation and currently a direct, wholly owned subsidiary of Potlatch (“Clearwater”), and Potlatch Land & Lumber, LLC, a Delaware limited liability company and currently a direct, wholly owned subsidiary of Clearwater (“RetainCo,” and together with Potlatch, Holdings, and Clearwater, the “Parties,” with each sometimes referred to herein as a “Party”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 18th, 2008 • Clearwater Paper Corp • Paperboard mills • Washington
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of December 15, 2008, by and between Potlatch Land & Lumber, LLC, a Delaware limited liability company (“Potlatch”), and Clearwater Paper Corporation, a Delaware corporation (formerly named Potlatch Forest Products Corporation) (“Clearwater”) (each, a “Party,” and together, the “Parties”).
CLEARWATER PAPER CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • August 4th, 2009 • Clearwater Paper Corp • Paperboard mills • Delaware
THIS STOCK OPTION AGREEMENT is made and entered into the day specified in the attached Addendum by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and the Employee named in the attached Addendum (the “Employee”).
CLEARWATER PAPER CORPORATION PERFORMANCE SHARE AGREEMENT AMENDED AND RESTATED 2008 STOCK INCENTIVE PLANPerformance Share Agreement • February 22nd, 2016 • Clearwater Paper Corp • Paperboard mills • Delaware
THIS PERFORMANCE SHARE AGREEMENT (this “Agreement”) is made and entered into as of [Grant Date] (the “Grant Date”) by and between CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Corporation”), and [Participant Name] (the “Employee”).
Page ARTICLE I RETAINED OBLIGATION 2 Section 1.01. Retained Obligation 2 Section 1.02. No Amendments to Debentures 2 Section 1.03. Clearwater to Seek Refinancing 2 Section 1.04. Satisfaction and Discharge of Debentures 3 Section 1.05. Satisfaction of...Retained Obligation Agreement • November 19th, 2008 • Potlatch Forest Products CORP • Paperboard mills • New York
THIS RETAINED OBLIGATION AGREEMENT (this “Agreement”) is entered into as of , by and between CLEARWATER PAPER CORPORATION, a Delaware corporation formerly known as Potlatch Forest Products Corporation (“Clearwater”), and POTLATCH CORPORATION, a Delaware corporation (“Potlatch”), and shall be effective as of the Effective Time (as defined in Section 6.09).
CLEARWATER PAPER CORPORATION PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • February 20th, 2024 • Clearwater Paper Corp • Paperboard mills • Delaware
THIS PERFORMANCE SHARE AGREEMENT (this “Agreement”) is made and entered into as of [Grant Date] (the “Grant Date”), by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and [Participant Name] (the “Employee”).
CLEARWATER PAPER CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • February 21st, 2018 • Clearwater Paper Corp • Paperboard mills • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of [Grant Date] (the “Grant Date”), by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and [Participant Name] (the “Employee”).
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT AND AMENDMENT TO THE COLLATERAL AGREEMENTCredit Agreement • August 7th, 2018 • Clearwater Paper Corp • Paperboard mills • New York
THE COLLATERAL AGREEMENT (this “Amendment”), dated as of June 27, 2018, is entered into by and among (1) CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Borrower”); (2) Lenders (as defined below) constituting the Required Lenders (as defined in the Credit Agreement referred to below); and (3) NORTHWEST FARM CREDIT SERVICES, PCA (“NWFCS”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”):
SECOND AMENDED AND RESTATED REIMBURSEMENT AGREEMENTReimbursement Agreement • December 28th, 2010 • Clearwater Paper Corp • Paperboard 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”).
ST. MARIES RESIDUALS SALES AGREEMENTSales Agreement • September 15th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Idaho
THIS ST. MARIES RESIDUALS SALES AGREEMENT (this “Agreement”) is entered into by and between Clearwater Paper Corporation, a Delaware corporation (“Buyer”) and Potlatch RetainCo, LLC, a Delaware limited liability company (“Seller”) as of
AMENDMENT NO. 5 TO THE CREDIT AGREEMENTCredit Agreement • August 9th, 2019 • Clearwater Paper Corp • Paperboard mills • New York
This AMENDMENT NO. 5 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of June [10], 2019, is entered into by and among (1) CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Borrower”); (2) Lenders (as defined below) constituting the Required Lenders (as defined in the Credit Agreement referred to below); and (3) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”):
AMENDMENT TO THE Credit AgreementCredit Agreement • January 11th, 2018 • Clearwater Paper Corp • Paperboard mills • New York
This AMENDMENT TO THE CREDIT AGREEMENT (this “Amendment”), effective as of December 31, 2017, is entered into by and among (1) CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Borrower”); (2) Lenders (as defined below) constituting the Required Lenders (as defined in the Credit Agreement referred to below); and (3) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”):
AMENDMENT NO. 3 TO THE CREDIT AGREEMENTCredit Agreement • November 9th, 2018 • Clearwater Paper Corp • Paperboard mills • New York
This AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of August 21, 2018, is entered into by and among (1) CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Borrower”); (2) Lenders (as defined below) constituting the Required Lenders (as defined in the Credit Agreement referred to below); and (3) NORTHWEST FARM CREDIT SERVICES, PCA (“NWFCS”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”):
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 26th, 2015 • Clearwater Paper Corp • Paperboard mills • California
THIS TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 30, 2014, is entered into by and among the financial institutions signatory hereto (each a “Lender” and collectively the “Lenders”), BANK OF AMERICA, N.A., as Agent for the Lenders (in such capacity, “Agent”) and CLEARWATER PAPER CORPORATION, a Delaware corporation (“Borrower”).
