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”).
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”).
ASSET PURCHASE AGREEMENT Dated as of July 2, 2008 Between Cellu Tissue Holdings, Inc., as BuyerAsset Purchase Agreement • July 8th, 2008 • Cellu Tissue Holdings, Inc. • Paper mills • New York
This Asset Purchase Agreement dated as of July 2, 2008 (as amended or otherwise modified, this “Agreement”) is between Cellu Tissue Holdings, Inc., a Delaware corporation (the “Buyer”), and Atlantic Paper & Foil Corp. of N.Y., Atlantic Lakeside Properties, LLC, Atlantic Paper & Foil, LLC, Atlantic Paper & Foil of Georgia, LLC and Consumer Licensing Corporation, as Sellers (each a “Seller” and collectively, the “Sellers”).
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.Cellu Tissue Holdings, Inc. • July 8th, 2008 • Paper mills • New York
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 8th, 2008 • Cellu Tissue Holdings, Inc. • Paper mills • New York
This Third Supplemental Indenture, dated as of July 2, 2008 (this “Supplemental Indenture” or “Guarantee”), among Cellu Tissue – Hauppauge, LLC, a Delaware limited liability company, and Cellu Tissue – Thomaston, LLC, a Delaware limited liability company (collectively, the “Guarantors”), Cellu Tissue Holdings, Inc. (together with its successors and assigns, the “Company”), each other then existing Subsidiary Guarantor under the Indenture referred to below, and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York (“Trustee”) under the Indenture referred to below.
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 each of the purchasers whose name appears on the signature pages to this Agreement (each, a “Purchaser” and, collectively, the “Purchasers”).
