CELLU TISSUE HOLDINGS, INC. Common Stock, $0.01 par value Underwriting AgreementUnderwriting Agreement • December 4th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • New York
Cellu Tissue Holdings Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of common stock, $0.01 par value (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares,” and the aggregate of additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 4th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • Delaware
This INDEMNIFICATION AGREEMENT is made and executed effective as of this day of , 2009, by and between CELLU TISSUE HOLDINGS, INC., a Delaware corporation (the “Company”), and , an individual resident of the State of (the “Indemnitee”).
APPENDIX B To Asset Purchase Agreement Certain Defined Terms Dated July 2, 2008Lease Agreement • December 4th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • New York
ContractMortgage, Security Agreement • December 4th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • New York
Explanatory Note: The body of this document was previously filed with the SEC, as indicated in the Exhibit Index. What follows are additional schedules and/or exhibits to that document that were not included in the original filing.
Page ARTICLE I DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. Construction 3 ARTICLE II CORPORATE GOVERNANCE SECTION 3 Section 2.1. Board of Directors 3 Section 2.3. Consent Rights 4 Section 2.3. Termination of Prior Shareholders Agreement 4...Shareholders’ Agreement • December 4th, 2009 • Cellu Tissue Holdings, Inc. • Paper mills • Delaware
This SHAREHOLDERS’ AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”), is made and entered into as of this [ ] day of [ ], 2010, by and between Cellu Tissue Holdings, Inc., a Delaware corporation (the “Company”) and Weston Presidio V, L.P., a Delaware limited partnership (“Weston”).
