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”).
CLEARWATER PAPER CORPORATION, as Borrower LOAN AND SECURITY AGREEMENT Dated as of [—], 2008 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as AgentLoan and Security Agreement • November 19th, 2008 • Potlatch Forest Products CORP • Paperboard mills • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of [—], 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”).
EMPLOYEE MATTERS AGREEMENT by and between POTLATCH CORPORATION and CLEARWATER PAPER CORPORATION Dated as of [—], 2008Employee Matters Agreement • November 19th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made as of [—], 2008, by and between Potlatch Corporation, a Delaware corporation, and Clearwater Paper Corporation, a Delaware corporation (formerly named Potlatch Forest Products Corporation) (each a “Party” and together, the “Parties”). Capitalized terms used herein (other than the formal names of Plans (as defined below) and related trusts) and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.
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).
