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.
VOTING AGREEMENTVoting Agreement • September 21st, 2010 • Clearwater Paper Corp • Paperboard mills • Delaware
VOTING AGREEMENT, dated as of September 15, 2010 (this “Agreement”), by and among Clearwater Paper Corporation, a Delaware corporation (“Parent”), and the Persons named on Schedule 1 hereto (each a “Stockholder” and collectively, the “Stockholders”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 21st, 2010 • Clearwater Paper Corp • Paperboard mills • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 15, 2010 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”).
