GUARANTYGuaranty • December 28th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills • Minnesota
THIS GUARANTY is made, executed and delivered this 27th day of December, 2010 (the “Guaranty”) by CELLU TISSUE HOLDINGS, INC., a Delaware corporation (the “Guarantor”) in favor of ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association with an office at 740 Marquette Avenue, Minneapolis, MN 55402 (the “Bank”).
Clearwater Paper Corporation Spokane, WA 99201Employment Agreement • December 28th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills
This letter constitutes the agreement (“Agreement”) between you and Clearwater Paper Corporation, including any and all of its past and present affiliated companies (including, but not limited to, Cellu Tissue Holdings, Inc.), divisions, subdivisions, parent companies, successors, assigns, officers, directors, employees and contractors (collectively referred to hereinafter as “Clearwater Paper” or “Company”), with respect to your release and waiver of claims against Clearwater Paper. This Agreement is entered into in connection with your termination of employment with Cellu Tissue Holdings, Inc. (“Cellu Tissue”) on December 27, 2010, in connection with the closing of the transaction outlined in the Agreement and Plan of Merger by and among Clearwater Paper Corporation, Sand Dollar Acquisition Corporation and Cellu Tissue, dated as of September 15, 2010.
SECOND AMENDED AND RESTATED REIMBURSEMENT AGREEMENTReimbursement Agreement • December 28th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills • Minnesota
THIS SECOND AMENDED AND RESTATED REIMBURSEMENT AGREEMENT, dated as of December 27, 2010, is 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”).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 28th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 27, 2010, among the entities listed on Exhibit A attached hereto (each a “Guaranteeing Subsidiary”), each a subsidiary of Clearwater Paper Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 28th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills • New York
This Supplemental Indenture (this “Supplemental Indenture”), dated as of December 27, 2010, among the entities listed on Exhibit A attached hereto (each a “Guaranteeing Subsidiary”), each a subsidiary of Clearwater Paper Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, any Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • December 28th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills • California
GUARANTY AND SECURITY AGREEMENT, dated as of December 27, 2010 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), made by each of the Persons identified on the signature pages hereto as a “Guarantor”, together with any Person who becomes a party hereto pursuant to Section 2.10 (each a “Guarantor” and collectively, the “Guarantors”), in favor of Agent (as defined below) on behalf of each of the Secured Parties (as defined below).
