0001193125-09-249925 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED REIMBURSEMENT AGREEMENT
Reimbursement 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”).

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FIFTH AMENDMENT
Credit Agreement • December 9th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • New York

FIFTH AMENDMENT, dated as of December 4, 2009 (this “Amendment”), to the CREDIT AGREEMENT, dated as of June 12, 2006 (as amended pursuant to the First Amendment, dated as of March 21, 2007, the Second Amendment, dated as of July 2, 2008, the Third Amendment, dated as of September 26, 2008, and the Fourth Amendment dated May 19, 2009 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CELLU PAPER HOLDINGS, INC. (“Holdings”), 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.

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