Note Security Agreement




 Exhibit 10.27 
 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. 
  








 Schedule 1 
 Notice Addresses 








 NOTICE ADDRESSES 
 Cellu Tissue Holdings, Inc. 
 1855 Lockeway Drive, Suite 501 
 Alpharetta, GA 30004 
 Cellu Tissue-CityForest
LLC 
 1215 East Worden Avenue 
 Ladysmith, WI 54848 
 Cellu Tissue Corporation – Natural Dam 
 4921 Route 58 North 
 Gouverneur, NY 13642 
 Cellu Tissue Corporation – Neenah 
 249
North Lake Street 
 Neenah, WI 54956 
 Cellu Tissue – Long Island, LLC 
 555 N. Research Place 
 Central Islip, NY 11722 
 Cellu Tissue – Thomaston, LLC 
 1201 Barnesville Road 
 Thomaston, GA 20286

 Cellu Tissue LLC 
 2 Forbes
Street 
 East Hartford, CT 06108 
 Coastal Paper Company 
 1321 South Magnolia Drive 
 Wiggins, MS 39577 
 Van Paper Company 
 1321 South Magnolia Drive 
 Wiggins, MS 39577

 Van Timber Company 
 1321
South Magnolia Drive 
 Wiggins, MS 39577 
 Menominee Acquisition Corporation 
 144 First Street 
 Menominee, MI 49858 








 Interlake Acquisition Corporation Limited 
 45 Merritt Street 
 St. Catharines, Ontario, CANADA

 L2T 1J4 








 Schedule 2 
 Investment Property 








 INVESTMENT PROPERTY 
  

							
	 Grantor(s)
	  	 Issuer
	  	 Pledged Interest
	  	Percentage
Issued and
Outstanding
	Cellu Tissue Holdings, Inc.	  	Cellu Tissue LLC	  	100% of membership interests	  	100
	Cellu Tissue Holdings, Inc.	  	Cellu Tissue–CityForest LLC	  	100% of membership interests	  	100
	Cellu Tissue Holdings, Inc.	  	Cellu Tissue Corporation – Natural Dam	  	1,000 Common Shares, $0.01 par	  	100
	Cellu Tissue Holdings, Inc.	  	Cellu Tissue Corporation – Neenah	  	700 Common Shares, $0.01 par	  	100
	Cellu Tissue Corporation –Natural Dam	  	Cellu Tissue – Long Island, LLC	  	100% of membership interests	  	100
	Cellu Tissue Holdings, Inc.	  	Cellu Tissue – Thomaston, LLC	  	100% of membership interests	  	100
	Van Paper Company	  	Coastal Paper Company	  	99% of partnership interests	  	99
	Van Timber Company	  	Coastal Paper Company	  	1% of partnership interests	  	1
	Cellu Tissue Holdings, Inc.	  	Interlake Acquisition Corporation Limited	  	1,000 Common Shares, no par	  	100
	Cellu Tissue Holdings, Inc.	  	Menominee Acquisition Corporation	  	1,000 Common Shares, $0.01 par	  	100
	Cellu Tissue Holdings, Inc.	  	Van Paper Company	  	10,000 Common Shares	  	100
	Cellu Tissue Holdings, Inc.	  	Van Timber Company	  	1,000 Common Shares	  	100
	Cellu Tissue Holdings, Inc.	  	Interlake Acquisition Corporation Limited	  	Promissory Note	  	100









 Schedule 3 
 Perfection Matters 








 PERFECTION MATTERS 
  

			
	 Grantor
	  	 Filing Office(s)

	Cellu Tissue Holdings, Inc.	  	Delaware – Secretary of State
	Cellu Tissue LLC	  	Delaware – Secretary of State
	Cellu Tissue–CityForest LLC	  	Minnesota – Secretary of State
	Cellu Tissue Corporation – Natural Dam	  	Delaware – Secretary of State
	Cellu Tissue Corporation – Neenah	  	Delaware – Secretary of State
	Cellu Tissue – Long Island, LLC	  	Delaware – Secretary of State
	Cellu Tissue – Thomaston, LLC	  	Delaware – Secretary of State
	Menominee Acquisition Corporation	  	Delaware – Secretary of State
	Van Paper Company	  	Mississippi – Secretary of State
	Van Timber Company	  	Mississippi – Secretary of State
	Coastal Paper Company	  	Mississippi – Secretary of State Virginia – Secretary of State
	Interlake Acquisition Corporation Limited	  	District of Columbia – Secretary of State Nova Scotia Province, Canada Ontario Province, Canada









 Schedule 4 
 Jurisdictions of Organization and Chief Executive Offices 








 JURISDICTIONS OF ORGANIZATION AND CHIEF EXECUTIVE OFFICES 
 Cellu Tissue Holdings, Inc. 
 1855 Lockeway
Drive, Suite 501 
 Alpharetta, GA 30004 
 Jurisdiction of Organization: Delaware 
 Organizational ID: 2293394 
 Cellu Tissue LLC 
 2 Forbes Street 
 East Hartford, CT 06108 
 Jurisdiction of
Organization: Delaware 
 Organizational ID: 2029001 
 Cellu Tissue – CityForest LLC 
 1215 East Worden Avenue 
 Ladysmith, WI 54848 
 Jurisdiction of Organization:
Minnesota 
 Organizational ID: 2276757-3 
 Cellu Tissue Corporation – Natural Dam 
 4921 Route 58 North 
 Gouverneur, NY 13642 
 Jurisdiction of Organization: Delaware 
 Organizational ID: 2863273 
 Cellu Tissue
Corporation – Neenah 
 249 North Lake Street 
 Neenah, WI 54956 
 Jurisdiction of Organization: Delaware 
 Organizational ID: 3522616 
 Cellu Tissue –
Long Island, LLC 
 555 N. Research Place 
 Central Islip, NY 11722 
 Jurisdiction of Organization: Delaware 
 Organizational ID: 4564103 








 Cellu Tissue – Thomaston, LLC 
 1201 Barnesville Road 
 Thomaston, GA 20286 
 Jurisdiction of Organization: Delaware 
 Organizational ID: 4564104 
 Coastal Paper Company 
 1321 South Magnolia Drive 
 Wiggins, MS 39577 
 Jurisdiction of Organization: Virginia 
 Organizational ID: N/A 
 Van Paper Company 
 1321 South Magnolia Drive 
 Wiggins, MS 39577 
 Jurisdiction of Organization: Mississippi 
 Organizational ID: 0580737 
 Van Timber Company 
 1321 South Magnolia Drive 
 Wiggins, MS 39577 
 Jurisdiction of Organization: Mississippi 
 Organizational ID: 0605033 
 Menominee Acquisition Corporation 
 144 First Street 
 Menominee, MI 49858 
 Jurisdiction of Organization: Delaware 
 Organizational ID: 2858864 
 Interlake Acquisition Corporation Limited 
 45 Merritt Street 
 St. Catharines, Ontario, CANADA

 L2T 1 J4 
 Jurisdiction of
Organization: Nova Scotia 
 Organizational ID: 3017493 








 Schedule 5 
 Inventory and Equipment Locations 








 INVENTORY AND EQUIPMENT LOCATIONS 
 Cellu Tissue LLC 
  

					
	 2 Forbes Street
 East Hartford,
CT 06108
	  	 Eastern Park Warehouse
 12
Eastern Park Road East
 Hartford, CT 06108
	  	 C&M Warehouse
 95
Leggett Street
 East Hartford, CT 06108

			
	Cellu Tissue – CityForest LLC	  		  	
			
	 1215 East Worden Avenue
 Ladysmith, WI 54848
	  		  	


			
		
	Cellu Tissue Corporation – Natural Dam	  	
		
	 4921 Route 58 North
 Gouverneur, NY 13842
	  	 71 Prospect Street
 Gouverneur, NY 13642



					
			
	Cellu Tissue Corporation – Neenah	  		  	
			
	 249 North Lake Street
 Neenah,
WI 54956
	  	 3315-A North Ballard Road
 Appleton, WI 54911
	  	 2525 North Casaloma Drive
 Appleton, WI 54912

			
	 1222 Ehlers Road
 Neenah, WI
54956
	  	 8530 Janssen Drive
 Neenah,
WI 54956
	  	 845 Specialist Avenue
 Neenah, WI 54956

			
	 240 Larson Drive
 Fondulac, WI
54935
	  		  	
			
	Cellu Tissue – Long Island, LLC	  		  	
			
	 555 N. Research Place
 Central
Islip, NY 11722
	  		  	
			
	Cellu Tissue – Thomaston, LLC	  		  	


			
		
	 1201 Barnesville Road
 Thomaston, GA 20286
	  	 440 Joe Tamplin Industrial Boulevard
 Macon, GA 31217



					
			
	Coastal Paper Company	  		  	
			
	 1321 South Magnolia Drive
 Wiggins, MS 39577
	  	 1400 James Street
 Hattiesburg, MS 39401
	  	 320 Bob Street
 Wiggins, MS
39577

			
	Menominee Acquisition Corporation	  		  	
			
	 144 First Street
 Menominee, MI
49858
	  	 2900 Curry Lane
 Green Bay,
WI 54305
	  	 1660 Stiles Road
 Green Bay,
WI 54303

			
	Interlake Acquisition Corporation Limited	  		  	


			
		
	 45 Merritt Street
 St.
Catharines, Ontario, CANADA L2T 1J4
	  	 35 Yale Crescent
 St.
Catherines, Ontario L2R 7T3










 Schedule 6 
 Intellectual Property 








 INTELLECTUAL PROPERTY 
 Menominee Acquisition Corporation 
  

	1.	“WAXTEX”, Trademark Registration No. 1,618,760, registered October 23, 1990; International Class No. 16 for waxed paper.


 Cellu Tissue Corporation - Neenah 
  

	1.	“MAGIC SOFT”, Trademark Registration No. 2,080,681, registered July 22,1997; International Class No. 16 for facial tissue.


  

	2.	“MAGIC SOFT”, Trademark Registration No. 2,022,635, registered December 10, 1996; International Class No. 16 for paper towels, paper napkins
and bathroom tissue. 

 Interlake Acquisition Corporation Limited 
  

	1.	“INTERLAKE”, Canadian Trademark Registration No. TMA5 8841, registered October 28, 1999; International Class Nos. 7, 16, 17 and 24 for sanitary tissues;
industrial and commercial paper wipers; towels and napkins, etc. 

  

	2.	“INTERLAKE”, Trademark Registration No. 2,584,184, registered June 25, 2002; International Class No. 16 for paper towels; paper napkins; paper
bags and paper boxes for packaging by the food industry; filter paper; bathroom and facial tissue; toilet seat cover paper; printed wrapping paper; wax paper; paper packaging materials, namely, interleaving paper; laminated paper and cellulose wiper
paper for industrial use. 

  

	3.	“INTERLAKE PAPER”, Trademark Registration No. 2,568,785, registered May 14, 2002; International Class No. 16 for industrial and commercial
disposable paper wipers not impregnated with chemicals or compounds; paper towels; paper napkins; paper for wrapping and packaging; filter paper; etc. 

  

	4.	“INTERLAKE PAPER”, Mexican Trademark Registration No. 637237, registered June 19, 1998. 

 Cellu Tissue - Long Island, LLC 
  

	1.	“TREE-FREE”, Trademark Application No. 77/330670, filed November 15, 2007; International Class No. 6 for paper towels; bathroom tissue;
napkins; facial tissue. 

  

	2.	“KACHOOS”, Trademark Application No. 77/312427, filed October 24, 2007; International Class No. 16 for facial tissues.


  

	3.	“KENSINGTON”, Trademark Registration No. 2,672,038, registered January 7, 2003; International Class No. 16 for facial tissues, toilet paper,
paper napkins and paper towels. 

  

	4.	“BIG T”, Trademark Registration No. 3,267,261, registered July 24, 2007; International Class No. 21 for foam plates, bowls and trays.











	5.	“BIG T”, Trademark Registration No. 2,366,823, registered July 11, 2007; International Class No. 16 for paper products, namely, facial tissues,
toilet tissues, napkins, towels and paper hand wipes. 

  

	6.	“COMPARE”, Trademark Registration No. 2,955,522, registered May 24, 2005; International Class No. 16 for bathroom tissue; paper towels; facial
tissues; paper napkins. 

  

	7.	“PERFORMANCE”, Trademark Registration No. 3,197,197, registered Jan. 9, 2007; International Class No. 16 for bathroom tissue; paper towels; facial
tissue and paper napkins. 

  

	8.	“PLAZA”, Trademark Registration No. 2,362,847 registered June 27, 2000; International Class Nos. 6 and 16 for aluminum foil; paper products, namely,
facial tissues, toilet tissues, napkins, towels and paper handwipes. 

  

	9.	“SILKY TOUCH”, Trademark Registration No. 1,701,102, registered July 14, 1992; International Class No. 16 for paper products; namely, facial
tissues, toilet tissues, napkins, towels and wipes. 

  

	10.	“SILKY TOUCH”, Trademark Registration No. 2,228,482, registered March 2,1999; International Class No. 16 for paper products, namely, facial
tissues, toilet tissues, napkins, towels and paper hand wipes. 

  

	11.	“SUPER WRAP”, Trademark Registration No. 3,364,245, registered January 8, 2008; International Class No. 16 for plastic wrap.


  

	12.	“SUPER FOIL”, Trademark Registration No. 3,364,219, registered January 8, 2008; International Class No. 6 for aluminum foil.


  

	13.	“SNEEZERS”, Trademark Registration No. 2,513,429, registered November 27, 2001; International Class No. 6 for paper goods, namely, facial
tissues. 

  

	14.	“SNEEZERS”, European Community Trademark Registration No. 001242858, registered June 29, 2000; International Class Nos. 3 and 16 for baby wipes;
paper goods, namely, facial tissues, paper towels and napkins. 

  

	15.	“SNEEZERS”, European Community Trademark Registration No. 001265495, registered September 4, 2000; Nos. 3 and 16 for baby wipes; paper goods,
namely, facial tissues, paper towels and napkins. 

  

 9 









 Schedule 8 
 Section 3.4 Existing Exclusions 








 EXISTING SECTION 3.4 EXCLUSIONS 
  

	1.	Capital Stock of Cellu Tissue Corporation-Neenah, solely to the extent necessary not to be subject to the requirements under Rule 3-16 or Rule 3-10 of Regulation S-X
under the Securities Act that separate financial statements of Cellu Tissue Corporation-Neenah be filed with the SEC. 

  

	2.	Capital Stock of Cellu Tissue CityForest LLC, solely to the extent necessary not to be subject to the requirements under Rule 3-16 or Rule 3-10 of Regulation S-X under
the Securities Act that separate financial statements of Cellu Tissue-Cityforest LLC be filed with the SEC. 









 Annex 1 
 Form of Assumption Agreement 








 ASSUMPTION AGREEMENT, dated as of
                , 200_, made by
                                 (the “Additional Grantor”) in
favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. All capitalized terms not defined herein shall have the meaning ascribed to them in
the Note Security Agreement referred to below. 
 W I T N E S S E
T H: 
 WHEREAS, Cellu Tissue Holdings, Inc. (the “Company”), certain of its subsidiaries and the
Collateral Agent have entered into a Note Security Agreement, dated as of                 , 2009 (as amended, supplemented or otherwise modified from time to
time, the “Security Agreement”); 
 WHEREAS, the Security Agreement requires the Additional Grantor to become a
party to the Security Agreement; and 
 WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption
Agreement in order to become a party to the Security Agreement; 
 NOW, THEREFORE, IT IS AGREED: 
 1. Security Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in
Section 11.13 of the Security Agreement, hereby becomes a party to the Security Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing,
hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Security Agreement. The Additional Grantor hereby
represents and warrants that each of the representations and warranties contained in Section 4 of the Security Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of
such date. 
 2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK. 
 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be
duly executed and delivered as of the date first above written. 
  

			
	[ADDITIONAL GRANTOR]
		
	By:	 	 
		 	 Name:
 Title:











 Supplement to Schedule 1 
 Supplement to Schedule 2 
 Supplement to Schedule 3

 Supplement to Schedule 4 
 Supplement to Schedule 5 
 Supplement to Schedule 6 
 Supplement to Schedule 7 








 Annex 2 
 Form of Issuer’s Acknowledgement and Consent 








 ACKNOWLEDGEMENT AND CONSENT 
 The undersigned hereby acknowledges receipt of a copy of the Note Security Agreement dated as of June 3, 2009 (the
“Agreement”), among the Grantors parties thereto, the Secured Parties named therein and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent. The undersigned agrees for the benefit of the Collateral Agent and the
Secured Parties as follows: 
 1. The undersigned will be bound by the terms of the Agreement and will comply
with such terms insofar as such terms are applicable to the undersigned. 
 2. The undersigned will notify the
Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.6(a) of the Agreement. 
 3. The terms of Sections 6.3(c) and 6.6 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.6 of
the Agreement. 
  

			
	[NAME OF ISSUER]
		
	By:	 	 
		 	 Name:
 Title:

	
	 Address for Notices:

	
	 
	
	 
	
	 
	
	 Fax: