Fifth Amendment to Loan and Security Agreement



 Exhibit 10.2 
 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT 
 THIS FIFTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 17, 2011 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”). 

RECITALS 

A. Borrower, Agent and the Lenders have previously entered into that certain Loan and Security Agreement dated as of November 26,
2008 (as amended, supplemented, restated and modified from time to time, the “Loan Agreement”), pursuant to which the Lenders have made certain loans and financial accommodations available to Borrower. Terms used herein without
definition shall have the meanings ascribed to them in the Loan Agreement. 
 B. Borrower has requested that Agent and the
Lenders amend the Loan Agreement, which Agent and the Lenders are willing to do pursuant to the terms and conditions set forth herein. 
 C. Borrower is entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Agent’s or any Lender’s rights or remedies as set forth in
the Loan Agreement is being waived or modified by the terms of this Amendment. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 
 1.
Consent to Repayment of Sub Bond Facility. Borrower has informed Agent that City Forest intends to terminate the Sub Bond Facility and all documents and agreements entered into by City Forest and Borrower in connection therewith, and repay in
full all outstanding obligations owing by City Forest thereunder (the “City Forest Payoff”), which City Forest Payoff is prohibited by the terms of Section 10.2.8 of the Loan Agreement absent the written consent of Agent and
the Lenders. Agent and the Lenders hereby consent to the City Forest Payoff, solely with respect to Section 10.2.8 of the Loan Agreement, so long as (i) concurrent with the City Forest Payoff, all Liens encumbering the assets of City
Forest securing the obligations under the Sub Bond Facility shall be released and terminated and of no further force and effect, and (ii) the City Forest Payoff occurs on or prior to October 31, 2011 (the date on which the City Forest
Payoff occurs in accordance with the terms and conditions set forth in clauses (i) and (ii) of this Section 1, the “City Forest Payoff Date”). 
 2. Amendments to Loan Agreement. 
 (a) Effective as of the City Forest
Payoff Date, the definition of “Letter of Credit” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: 
 “Letter of Credit: any standby or documentary letter of credit issued by Issuing Bank for the account of a Borrower.” 







 (b) Effective as of the City Forest Payoff Date, the definition of “Sub Bond
Facility” in Section 1.1 of the Loan Agreement is hereby deleted in its entirety. 
 (c) Effective as of the City
Forest Payoff Date, Section 10.1.9 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: 

“10.1.9 Future Subsidiaries. Promptly notify Agent upon any Person becoming a Subsidiary and, if such Person is not a Foreign
Subsidiary and Agent so requests, cause it to guaranty the Obligations in a manner satisfactory to Agent, and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall require to evidence and
perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all assets of such Person which are of the same type as the Collateral, including delivery of such legal opinions, in form and substance satisfactory to Agent, as it shall deem
appropriate.” 
 (d) Effective as of the City Forest Payoff Date, Sections 10.2.1(t) and (u) of the Loan Agreement are
hereby amended and restated in their entirety to read as follows: 
 “(t) Intentionally Omitted; 

(u) Intentionally Omitted;” 
 (e) Effective as of the City Forest Payoff Date, Section 10.2.2(t) of the Loan Agreement is hereby amended and restated in its entirety to read as follows: 

“(t) Intentionally Omitted; and” 
 (f) Effective as of the City Forest Payoff Date, Section 10.2.14 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: 

“10.2.14 Restrictive Agreements. Become a party to any Restrictive Agreement, except a Restrictive
Agreement (a) in effect on the Closing Date; (b) relating to secured Debt permitted hereunder, as long as the restrictions apply only to collateral for such Debt; (c) constituting customary restrictions on assignment in leases and
other contracts; (d) imposing any restrictions on any Property pursuant to an agreement that has been entered into in connection with a Permitted Disposition of such Property; (e) under the 11  1/2% Senior Notes Indenture; (f) in connection with the Debt
described in Section 10.2.1(g); (g) in connection with the Debt described in Section 10.2.1(q); (h) in connection with the Debt described in Section 10.2.1(v); or (i) in connection with the Debt
described in Section 10.2.1(r).” 
 3. Addition of City Forest as Guarantor. Within 45 days after
the City Forest Payoff Date (or such longer period as permitted by Agent in its sole discretion), Borrower shall cause City Forest to guaranty the Obligations in a manner satisfactory to Agent, and to execute and deliver such documents, instruments
and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all assets of City Forest which are of the same type as the Collateral, including delivery
of such legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate. 







 4. Effectiveness of this Amendment. The following shall have occurred before this
Amendment is effective: 
 (a) Amendment. Agent shall have received this Amendment fully executed in a sufficient number
of counterparts for distribution to all parties. 
 (b) Representations and Warranties. The representations and
warranties set forth herein must be true and correct. 
 (c) No Default. No event has occurred and is continuing that
constitutes an Event of Default. 
 (d) Other Required Documentation. All other documents and legal matters in connection
with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent. 
 5. Representations and Warranties. Borrower represents and warrants as follows: 
 (a) Authority. Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended or
modified hereby) to which it is a party. The execution, delivery and performance by Borrower of this Amendment have been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such
transactions. 
 (b) Enforceability. This Amendment has been duly executed and delivered by Borrower. This Amendment and
each Loan Document to which Borrower is a party (as amended or modified hereby) is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, and is in full force and effect. 

(c) Representations and Warranties. The representations and warranties contained in each Loan Document to which Borrower is a
party (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct on and as of the date hereof as though made on and as of the date hereof. 

(d) Due Execution. The execution, delivery and performance of this Amendment are within the power of Borrower, have been duly
authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on Borrower. 

(e) No Default. No event has occurred and is continuing that constitutes an Event of Default. 

6. Choice of Law. The validity of this Amendment, its construction, interpretation and enforcement, the rights of the parties
hereunder, shall be determined under, governed by, and construed in accordance with the internal laws of the State of California, without giving effect to any conflict of law principles (but giving effect to Federal laws relating to national banks).
The consent to forum and arbitration provisions set forth in Section 14.15 of the Loan Agreement are hereby incorporated in this Amendment by reference. 
 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an
original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telefacsimile or a substantially similar electronic transmission shall have
the same force and effect as the delivery of an original executed counterpart of this 







 
Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or a substantially similar electronic transmission shall also deliver an original executed counterpart,
but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement. 
 8. Reference
to and Effect on the Loan Documents. 
 (a) Upon and after the effectiveness of this Amendment, each reference in the Loan
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to “the Loan Agreement”, “thereof” or
words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as modified and amended hereby. 
 (b) Except as specifically amended above, the Loan Agreement and all other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and
shall constitute the legal, valid, binding and enforceable obligations of Borrower to Agent and the Lenders. 
 (c) The
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Agent or any Lender under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents. 
 (d) To the extent that any terms and conditions in any of the Loan Documents shall
contradict or be in conflict with any terms or conditions of the Loan Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Loan
Agreement as modified or amended hereby. 
 9. Ratification. Borrower hereby restates, ratifies and reaffirms each and
every term and condition set forth in the Loan Agreement, as amended hereby, and the Loan Documents effective as of the date hereof. 
 10. Estoppel. To induce Lenders to enter into this Amendment and to continue to make advances to Borrower under the Loan Agreement, Borrower hereby acknowledges and agrees that, as of the date
hereof, there exists no right of offset, defense, counterclaim or objection in favor of Borrower as against Agent or any Lender with respect to the Obligations. 
 11. Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression
and agreement of the parties hereto with respect to the subject matter hereof. 
 12. Severability. In case any provision
in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. 
 [Remainder of Page Left Intentionally Blank] 







 IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above
written. 
 BORROWER 

CLEARWATER PAPER CORPORATION, 
 a
Delaware corporation 
  

			
	 By:
	 	 /s/ Linda Massman

	Name:	 	Linda Massman
	Title:	 	CFO








 AGENT AND LENDERS 
 BANK OF AMERICA, N.A., as Agent and as Lender 
  

			
	By:	 	 /s/ Ron Bornstein

	Name:	 	Ron Bornstein
	Title:	 	Vice President

 WELLS FARGO CAPITAL FINANCE, LLC, 
 as Lender 
  

			
	By:	 	 /s/ James Belanger

	Name:	 	James Belanger
	Title:	 	Sr. Relationship Manager, V.P.








 ACKNOWLEDGEMENT BY GUARANTORS 

Dated as of August 17, 2011 
 Each of the undersigned, being a Guarantor (each a “Guarantor” and, collectively, the “Guarantors”) under that certain Guaranty and Security Agreement dated as of
December 27, 2010 made in favor of Agent (as amended, supplemented or otherwise modified from time to time, the “Guaranty”), hereby acknowledges and agrees to the foregoing Fifth Amendment to Loan and Security Agreement (the
“Amendment”) and confirms and agrees that the Guaranty is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of
the Amendment, each reference in such Guaranty to the Loan Agreement (as defined in the Amendment), “thereunder”, “thereof” or words of like import referring to the “Loan Agreement”, shall mean and be a reference to the
Loan Agreement as amended or modified by the Amendment. Although Agent has informed Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that Agent has no duty under the Loan
Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any advances or transaction hereafter.

  

			
		 	CELLU TISSUE HOLDINGS, INC.,
		 	a Delaware corporation
		 	CELLU TISSUE CORPORATION – NATURAL DAM,
		 	a Delaware corporation
		 	CELLU TISSUE CORPORATION – NEENAH,
		 	a Delaware corporation
		 	CELLU TISSUE LLC,
		 	a Delaware corporation
		 	COASTAL PAPER COMPANY,
		 	a Virginia general partnership
		 	MENOMINEE ACQUISITION CORPORATION,
		 	a Delaware corporation
		 	VAN PAPER COMPANY,
		 	a Mississippi corporation
		 	VAN TIMBER COMPANY,
		 	a Mississippi corporation
		 	CELLU TISSUE – THOMASTON, LLC,
		 	a Delaware limited liability company
		 	CELLU TISSUE – LONG ISLAND, LLC,
		 	a Delaware limited liability company
		 	CELLU TISSUE CORPORATION – OKLAHOMA CITY,
		 	a Delaware corporation


  

			
	 By:
	 	 /s/    LINDA K.
MASSMAN        

	Name:	 	 Linda K. Massman

	Title:	 	 Vice President, Finance and Chief Financial Officer