Exhibit
10.3


 


REGISTRATION RIGHTS
AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT, dated as of June 3, 2009 (the “Agreement”),
is entered into by and among Cellu Tissue Holdings, Inc., a Delaware
corporation (the “Company”), the guarantors  listed in
Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”)
and Goldman, Sachs & Co. (the “Initial Purchasers”).


 


The
Company, the Guarantors and the Initial Purchasers are parties to the Purchase
Agreement dated May 19, 2009 (the “Purchase Agreement”), which provides
for the sale by the Company to the Initial Purchasers of $255,000,000 aggregate
principal amount of the Company’s 111⁄2% Senior Secured Notes due 2014 (the “Securities”)
which will be guaranteed on a senior secured basis by each of the
Guarantors.  As an inducement to the
Initial Purchasers to enter into the Purchase Agreement, the Company and the
Guarantors have agreed to provide to the Initial Purchasers and their direct
and indirect transferees the registration rights set forth in this
Agreement.  The execution and delivery of
this Agreement is a condition to the closing under the Purchase Agreement.


 


In
consideration of the foregoing, the parties hereto agree as follows:


 


1.                                       Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Additional Guarantor” shall mean any subsidiary of the
Company that executes a Subsidiary Guarantee under the Indenture after the date
of this Agreement.


 


“Business Day” shall mean any day that is not a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed.


 


“Company”
shall have the meaning set forth in the preamble and shall also include the
Company’s successors.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.


 


“Exchange
Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.


 


“Exchange Offer” shall mean the exchange
offer by the Company and the Guarantors of Exchange Securities for Registrable
Securities pursuant to Section 2(a) hereof.


 


“Exchange
Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.


 

















 


“Exchange
Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and
all amendments and supplements to such registration statement, in each case
including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference therein.


 


“Exchange
Securities” shall mean senior secured notes issued by the Company and
guaranteed by the Guarantors under the Indenture containing terms identical to
the Securities (except that the Exchange Securities will not be subject to
restrictions on transfer or to any increase in annual interest rate for failure
to comply with this Agreement) and to be offered to Holders of Securities in
exchange for Securities pursuant to the Exchange Offer.


 


“Free
Writing Prospectus” means each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Company or used or
referred to by the Company in connection with the sale of the Securities or the
Exchange Securities.


 


“Guarantors”
shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors and any Additional Guarantors.


 


“Holders”
shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect
transferees who become owners of Registrable Securities under the Indenture;
provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders”
shall include Participating Broker-Dealers.


 


“Indemnified
Person” shall have the meaning set forth in Section 5 (c) hereof.


 


“Indemnifying
Person” shall have the meaning set forth in Section 5 (c) hereof.


 


“Indenture”
shall mean the Indenture relating to the Securities, dated as of June 3,
2009, among the Company, the Guarantors and The Bank of New York Mellon Trust
Company, N.A., as trustee, as the same may be amended from time to time in
accordance with the terms thereof.


 


“Initial
Purchasers” shall have the meaning set forth in the preamble.


 


“Inspector”
shall have the meaning set forth in Section 3(a)(xiii) hereof.


 


“Issuer
Information” shall have the meaning set forth in Section 5(a) hereof.


 


“JPMorgan”
shall have the meaning set forth in the preamble.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount
of the outstanding Registrable Securities; provided that whenever the 


 


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consent
or approval of Holders of a specified percentage of Registrable Securities is
required hereunder, any Registrable Securities owned directly or indirectly by
the Company or any of its affiliates shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage or amount; and provided, further, that if the Company
shall issue any additional Securities under the Indenture prior to consummation
of the Exchange Offer or, if applicable, the effectiveness of any Shelf
Registration Statement, such additional Securities and the Registrable
Securities to which this Agreement relates shall be treated together as one
class for purposes of determining whether the consent or approval of Holders of
a specified percentage of Registrable Securities has been obtained.


 


“Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.


 


“Person”
shall mean an individual, partnership, limited liability company, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in, or, pursuant to the rules and
regulations of the Securities Act, deemed a part of, a Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement, including a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any
document incorporated by reference therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble.


 


“Registrable
Securities” shall mean the Securities; provided that the Securities
shall cease to be Registrable Securities on the earliest to occur of (i) when
a Registration Statement with respect to such Securities has become effective
under the Securities Act and such Securities have been exchanged or disposed of
pursuant to such Registration Statement, (ii) the date on which such Securities
cease to be outstanding and (iii) June 3, 2011, as such date may be
extended pursuant to Section 3(d) hereof.


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including
without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority registration
and filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable fees
and disbursements of counsel for any Underwriters or Holders in connection with
blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all
expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
Prospectus and any amendments or supplements thereto, any underwriting
agreements, securities sales agreements or other similar agreements and any
other documents relating to the performance of and 


 


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compliance
with this Agreement, (iv) all rating agency fees, (v) all fees and
disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements of the Trustee and its
counsel, (vii) the fees and disbursements of counsel for the Company and
the Guarantors and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Holders (which counsel shall be selected
by the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent
public accountants of the Company and the Guarantors, including the expenses of
any special audits or “comfort” letters required by or incident to the
performance of and compliance with this Agreement, but excluding fees and
expenses of counsel to the Underwriters (other than fees and expenses set forth
in clause (ii) above) or the Holders and underwriting discounts and
commissions, brokerage commissions and transfer taxes, if any, relating to the
sale or disposition of Registrable Securities by a Holder.


 


“Registration
Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such registration statement, including post-effective amendments, in
each case including the Prospectus contained therein or deemed a part thereof,
all exhibits thereto and any document incorporated by reference therein.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“Securities”
shall have the meaning set forth in the preamble.


 


 “Securities Act” shall mean the Securities Act
of 1933, as amended from time to time.


 


“Shelf
Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.


 


“Shelf
Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.


 


“Shelf
Registration” shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement of the
Company and the Guarantors that covers all or a portion of the Registrable
Securities (but no other securities unless approved by a majority of the
Holders whose Registrable Securities are to be covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the
Securities Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein or deemed a part thereof, all exhibits thereto and any document incorporated
by reference therein.


 


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“Shelf
Request” shall have the meaning set forth in Section 2(b) hereof.


 


“Subsidiary
Guarantees” shall mean the guarantees of the Securities and Exchange Securities
by the Guarantors under the Indenture.


 


“Staff”
shall mean the staff of the SEC.


 


“Target
Registration Date” shall mean June 4, 2010.


 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
to time.


 


“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.


 


“Underwritten
Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.


 


2.                                       Registration
Under the Securities Act.  (a) 
To the extent not prohibited by any applicable law or applicable
interpretations of the Staff, the Company and the Guarantors shall use their
reasonable best efforts to (i) cause to be filed an Exchange Offer
Registration Statement covering an offer to the Holders to exchange all the
Registrable Securities for Exchange Securities and (ii) have such Registration
Statement remain effective until 180 days after the last Exchange Date for use
by one or more Participating Broker-Dealers. 
The Company and the Guarantors shall commence the Exchange Offer
promptly after the Exchange Offer Registration Statement is declared effective
by the SEC and use their reasonable best efforts to complete the Exchange Offer
not later than 60 days after such effective date and, in any event, not later
than the Target Registration Date.


 


The
Company and the Guarantors shall commence the Exchange Offer by mailing the
related Prospectus, appropriate letters of transmittal and other accompanying
documents to each Holder stating, in addition to such other disclosures as are
required by applicable law, substantially the following:


 


(i)                                     that the
Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be
accepted for exchange;


 


(ii)                                  the dates of
acceptance for exchange (which shall be a period of at least 20 Business Days
from the date such notice is mailed) (the “Exchange Dates”);


 


(iii)                               that any Registrable
Security not tendered will remain outstanding and continue to accrue interest
but will not retain any rights under this Agreement, except as otherwise
specified herein;


 


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(iv)                              that any Holder
electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Registrable Security, together
with the appropriate letters of transmittal, to the institution and at the
address (located in the Borough of Manhattan, The City of New York) and in the
manner specified in the notice, or (B) effect such exchange otherwise in
compliance with the applicable procedures of the depositary for such
Registrable Security, in each case prior to the close of business on the last
Exchange Date; and


 


(v)                                 that any Holder
will be entitled to withdraw its election, not later than the close of business
on the last Exchange Date, by (A) sending to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the
notice, a telegram, telex, facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Registrable Securities delivered
for exchange and a statement that such Holder is withdrawing its election to
have such Securities exchanged or (B) effecting such withdrawal in
compliance with the applicable procedures of the depositary for the Registrable
Securities.


 


As a condition to
participating in the Exchange Offer, a Holder will be required to represent to
the Company and the Guarantors that (i) any Exchange Securities to be
received by it will be acquired in the ordinary course of its business, (ii) at
the time of the commencement of the Exchange Offer it has no arrangement or
understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Securities in violation of the
provisions of the Securities Act, (iii) it is not an “affiliate” (within
the meaning of Rule 405 under the Securities Act) of the Company or any
Guarantor and (iv) if such Holder is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Registrable Securities
that were acquired as a result of market-making or other trading activities,
then such Holder will deliver a Prospectus (or, to the extent permitted by law,
make available a Prospectus to purchasers) in connection with any resale of
such Exchange Securities.


 


As
soon as practicable after the last Exchange Date, the Company and the Guarantors
shall:


 


(i)                                     accept for
exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and


 


(ii)                                  deliver, or
cause to be delivered, to the Trustee for cancellation all Registrable Securities
or portions thereof so accepted for exchange by the Company and issue, and
cause the Trustee to promptly authenticate and deliver to each Holder, Exchange
Securities equal in principal amount to the principal amount of the Registrable
Securities tendered by such Holder.


 


The
Company and the Guarantors shall use their reasonable best efforts to complete
the Exchange Offer as provided above and shall comply with the applicable 


 


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requirements
of the Securities Act, the Exchange Act and other applicable laws and
regulations in connection with the Exchange Offer.  The Exchange Offer shall not be subject to
any conditions, other than that the Exchange Offer does not violate any
applicable law or applicable interpretations of the Staff.


 


(b)                                 In the event
that (i) the Company and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) above is not available or
may not be completed as soon as practicable after the last Exchange Date
because it would violate any applicable law or applicable interpretations of
the Staff, (ii) the Exchange Offer is not for any other reason completed
by the Target Registration Date or (iii) upon receipt of a written request
(a “Shelf Request”) from any Initial Purchaser representing that it holds
Registrable Securities that are or were ineligible to be exchanged in the
Exchange Offer, the Company and the Guarantors shall use their reasonable best
efforts to cause to be filed as soon as practicable after such determination,
date or Shelf Request, as the case may be, a Shelf Registration Statement
providing for the sale of all the Registrable Securities by the Holders thereof
and to have such Shelf Registration Statement become effective.


 


In
the event that the Company and the Guarantors are required to file a Shelf
Registration Statement pursuant to clause (iii) of the preceding sentence,
the Company and the Guarantors shall use their reasonable best efforts to file
and have become effective both an Exchange Offer Registration Statement
pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to
offers and sales of Registrable Securities held by the Initial Purchasers after
completion of the Exchange Offer.


 


The
Company and the Guarantors agree to use their reasonable best efforts to keep
the Shelf Registration Statement continuously effective until such time as
there are no Registrable Securities outstanding (the “Shelf Effectiveness
Period”).  The Company and the Guarantors
further agree to supplement or amend the Shelf Registration Statement and the
related Prospectus if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Securities Act or by any other rules and
regulations thereunder or if reasonably requested by a Holder of Registrable
Securities with respect to information relating to such Holder, and to use
their reasonable best efforts to cause any such amendment to become effective,
if required, and such Shelf Registration Statement and Prospectus to become
usable as soon as thereafter practicable. 
The Company and the Guarantors agree to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly
after its being used or filed with the SEC.


 


(c)                                  The Company and
the Guarantors shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof.  Each Holder shall pay all underwriting
discounts and commissions, brokerage commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder’s Registrable Securities
pursuant to the Shelf Registration Statement.


 


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(d)                                 An Exchange
Offer Registration Statement pursuant to Section 2(a) hereof will not
be deemed to have become effective unless it has been declared effective by the
SEC.  A Shelf Registration Statement
pursuant to Section 2(b) hereof will not be deemed to have become
effective unless it has been declared effective by the SEC or is automatically
effective upon filing with the SEC as provided by Rule 462 under the
Securities Act.


 


In
the event that either the Exchange Offer is not completed or the Shelf
Registration Statement, if required pursuant to Section 2(b) hereof,
does not become effective on or prior to the Target Registration Date, the
interest rate on the Registrable Securities will be increased by (i) 0.25%
per annum for the first 90-day period immediately following the Target
Registration Date and (ii) an additional 0.25% per annum with respect to
each subsequent 90-day period, in each case until the Exchange Offer is
completed or the Shelf Registration Statement, if required hereby, becomes
effective, up to a maximum increase of 1.00% per annum.


 


If
the Shelf Registration Statement, if required hereby, has become effective and
thereafter either ceases to be effective or the Prospectus contained therein
ceases to be usable, in each case whether or not permitted by this Agreement,
at any time during the Shelf Effectiveness Period, and such failure to remain
effective or usable exists for more than 30 days (whether or not consecutive)
in any 12-month period, then the interest rate on the Registrable Securities
will be increased (i) 0.25% per annum for the first 90-day period
immediately following the Target Registration Date and (ii) an additional
0.25% per annum with respect to each subsequent 90-day period, up to a maximum
increase of 1.00% per annum, commencing on the 31st day in such
12-month period and ending on such date that the Shelf Registration Statement
has again become effective or the Prospectus again becomes usable, as the case
may be.


 


(e)                                  Without
limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the
Guarantors to comply with their obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company’s and the
Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.


 


(f)                                    The Company
represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to
any Free Writing Prospectus.


 


(g)                                 The Company
shall use reasonable best efforts, on or prior to June 3, 2011, to remove
the restrictive legend from any Registrable Securities that bear such legend on
such date and to obtain an unrestricted CUSIP number for such Registrable
Securities, in each case to the extent permitted by applicable law.


 


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3.                                       Registration
Procedures.  (a) In
connection with the preparation and filing of any Registration Statement
required pursuant to Section 2(a) and Section 2(b) hereof,
the Company and the Guarantors shall as expeditiously as possible:


 


(i)                                     prepare and
file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by the Company and the
Guarantors, (y) shall, in the case of a Shelf Registration, be available
for the sale of the Registrable Securities by the Holders thereof and (z) shall
comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be
filed therewith; and use their reasonable best efforts to cause such
Registration Statement to become effective and remain effective for the
applicable period in accordance with Section 2 hereof;


 


(ii)                                  prepare and
file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof
and cause each Prospectus to be supplemented by any required prospectus
supplement and, as so supplemented, to be filed pursuant to Rule 424 under
the Securities Act; and keep each Prospectus current during the period
described in Section 4(3) of and Rule 174 under the Securities
Act that is applicable to transactions by brokers or dealers with respect to
the Registrable Securities or Exchange Securities;


 


(iii)                               in the case of
a Shelf Registration, furnish to each Holder of Registrable Securities, to
counsel for the Initial Purchasers, to counsel for such Holders and to each
Underwriter of an Underwritten Offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus or preliminary prospectus,
and any amendment or supplement thereto, as such Holder, counsel or Underwriter
may reasonably request in order to facilitate the sale or other disposition of
the Registrable Securities thereunder; and the Company and the Guarantors
consent to the use of such Prospectus, preliminary prospectus and any amendment
or supplement thereto in accordance with applicable law by each of the Holders
of Registrable Securities and any such Underwriters in connection with the
offering and sale of the Registrable Securities covered by and in the manner
described in such Prospectus, preliminary prospectus or any amendment or
supplement thereto in accordance with applicable law;


 


(iv)                              use their
reasonable best efforts to register or qualify the Registrable Securities under
all applicable state securities or blue sky laws of such jurisdictions as any
Holder of Registrable Securities covered by a Registration Statement shall
reasonably request in writing by the time the applicable Registration Statement
becomes effective; cooperate with such Holders in connection with any filings
required to be made with the Financial Industry Regulatory Authority; and do
any and all other acts and things that may be reasonably necessary or advisable
to enable each Holder to complete the disposition in each such jurisdiction of
the Registrable Securities owned by such Holder; provided that neither
the Company nor any Guarantor shall be required to (1) qualify as a
foreign corporation or other entity or as a dealer in securities in any such
jurisdiction 


 


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where
it would not otherwise be required to so qualify, (2) file any general
consent to service of process in any such jurisdiction or (3) subject itself to
taxation in any such jurisdiction if it is not so subject;


 


(v)                                 notify counsel
for the Initial Purchasers and, in the case of a Shelf Registration, notify
each Holder of Registrable Securities and counsel for such Holders promptly
and, if requested by any such Holder or counsel, confirm such advice in writing
(1) when a Registration Statement has become effective, when any post-effective
amendment thereto has been filed and becomes effective and when any amendment
or supplement to the Prospectus has been filed, (2) of any request by the
SEC or any state securities authority for amendments and supplements to a
Registration Statement or Prospectus or for additional information after the
Registration Statement has become effective, (3) of the issuance by the
SEC or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose, including the receipt by the Company of any notice of
objection of the SEC to the use of a Shelf Registration Statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the
Securities Act, (4) if, between the applicable effective date of a Shelf
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company or any
Guarantor contained in any underwriting agreement, securities sales agreement
or other similar agreement, if any, relating to an offering of such Registrable
Securities cease to be true and correct in all material respects or if the
Company or any Guarantor receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (5) of
the happening of any event during the period a Registration Statement is
effective that makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or that requires the making
of any changes in such Registration Statement or Prospectus in order to make
the statements therein not misleading (in the case of the Prospectus, in light
of the circumstances under which they were made) and (6) of any
determination by the Company or any Guarantor that a post-effective amendment
to a Registration Statement or any amendment or supplement to the Prospectus
would be appropriate;


 


(vi)                              use their
reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement or, in the case of a Shelf
Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2),
including by filing an amendment to such Shelf Registration Statement on the
proper form, at the earliest possible moment and provide immediate notice to
each Holder of the withdrawal of any such order or such resolution;


 


(vii)                           in the case of
a Shelf Registration, furnish to each Holder of Registrable Securities, without
charge, at least one conformed copy of each Registration Statement and any
post-effective amendment thereto (without any documents incorporated therein by
reference or exhibits thereto, unless requested);


 


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(viii)                        in the case of
a Shelf Registration, cooperate with the Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and
enable such Registrable Securities to be issued in such denominations and
registered in such names (consistent with the provisions of the Indenture) as
such Holders may reasonably request at least one Business Day prior to the closing
of any sale of Registrable Securities;


 


(ix)                                in the case of
a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof,
use their reasonable best efforts to prepare and file with the SEC a supplement
or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered (or, to the extent permitted
by law, made available) to purchasers of the Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and the Company
and the Guarantors shall notify the Holders of Registrable Securities to
suspend use of the Prospectus as promptly as practicable after the occurrence
of such an event, and such Holders hereby agree to suspend use of the Prospectus
until the Company and the Guarantors have amended or supplemented the
Prospectus to correct such misstatement or omission;


 


(x)                                   a reasonable
time prior to the filing of any Registration Statement, any Prospectus, any
amendment to a Registration Statement or amendment or supplement to a
Prospectus or of any document that is to be incorporated by reference into a
Registration Statement or a Prospectus after initial filing of a Registration
Statement, provide copies of such document to the Initial Purchasers and their
counsel (and, in the case of a Shelf Registration Statement, to the Holders of
Registrable Securities and their counsel) and make such of the representatives
of the Company and the Guarantors as shall be reasonably requested by the
Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Holders of Registrable Securities or their counsel) available
for discussion of such document; and the Company and the Guarantors shall not,
at any time after initial filing of a Registration Statement, use or file any
Prospectus, any amendment of or supplement to a Registration Statement or a
Prospectus, or any document that is to be incorporated by reference into a
Registration Statement or a Prospectus, of which the Initial Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, the Holders
of Registrable Securities and their counsel) shall not have previously been
advised and furnished a copy or to which the Initial Purchasers or their
counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities or their counsel) shall object;


 


(xi)                                obtain a CUSIP
number for all Exchange Securities or Registrable Securities, as the case may
be, not later than the initial effective date of a Registration Statement;


 


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(xii)                             cause the
Indenture to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case
may be; cooperate with the Trustee and the Holders to effect such changes to
the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and execute, and use
their reasonable best efforts to cause the Trustee to execute, all documents as
may be required to effect such changes and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner;


 


(xiii)                          in the case of
a Shelf Registration, make available for inspection by a representative of the
Holders of the Registrable Securities (an “Inspector”), any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement,
any attorneys and accountants designated by a majority of the Holders of
Registrable Securities to be included in such Shelf Registration and any
attorneys and accountants designated by such Underwriter, at reasonable times
and in a reasonable manner, all pertinent financial and other records,
documents and properties of the Company and its subsidiaries, and cause the respective
officers, directors and employees of the Company and the Guarantors to supply
all information reasonably requested by any such Inspector, Underwriter,
attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or any
Guarantor as being confidential or proprietary, each Person receiving such
information shall take such actions as are reasonably necessary to protect the
confidentiality of such information to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and
interests of any Inspector, Holder or Underwriter;


 


(xiv)                         in the case of
a Shelf Registration, use their reasonable best efforts to cause all
Registrable Securities to be listed on any securities exchange or any automated
quotation system on which similar securities issued or guaranteed by the
Company or any Guarantor are then listed if requested by the Majority Holders,
to the extent such Registrable Securities satisfy applicable listing
requirements;


 


(xv)                            if reasonably
requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests in writing to be included therein and make all
required filings of such Prospectus supplement or such post-effective amendment
as soon as the Company has received notification of the matters to be so included
in such filing;


 


(xvi)                         in the case of
a Shelf Registration, enter into such customary agreements and take all such
other actions in connection therewith (including those requested by the Holders
of a majority in principal amount of the Registrable Securities covered by the
Shelf Registration Statement) in order to expedite or facilitate the
disposition of such Registrable Securities including, but not limited to, an
Underwritten Offering and in such connection, (1) to the extent possible,
make such representations and warranties to the Holders and any Underwriters of
such Registrable Securities with respect to the business 


 


12

















 


of
the Company and its subsidiaries and the Registration Statement, Prospectus and
documents incorporated by reference or deemed incorporated by reference, if
any, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings and confirm the same if and
when requested, (2) obtain opinions of counsel to the Company and the
Guarantors (which counsel and opinions, in form, scope and substance, shall be
reasonably satisfactory to the Holders and such Underwriters and their
respective counsel) addressed to each selling Holder and Underwriter of
Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (3) obtain “comfort” letters from the
independent certified public accountants of the Company and the Guarantors
(and, if necessary, any other certified public accountant of any subsidiary of
the Company or any Guarantor, or of any business acquired by the Company or any
Guarantor for which financial statements and financial data are or are required
to be included in the Registration Statement) addressed to each selling Holder
(to the extent permitted by applicable professional standards) and Underwriter
of Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in “comfort” letters in connection with
underwritten offerings, including but not limited to financial information
contained in any preliminary prospectus or Prospectus and (4) deliver such
documents and certificates as may be reasonably requested by the Holders of a
majority in principal amount of the Registrable Securities being sold or the
Underwriters, and which are customarily delivered in underwritten offerings, to
evidence the continued validity of the representations and warranties of the
Company and the Guarantors made pursuant to clause (1) above and to
evidence compliance with any customary conditions contained in an underwriting
agreement; and


 


(xvii)                      so long as any
Registrable Securities remain outstanding, cause each Additional Guarantor upon
the creation or acquisition by the Company of such Additional Guarantor, to
execute a counterpart to this Agreement in the form attached hereto as Annex A
and to deliver such counterpart to the Initial Purchasers no later than five
Business Days following the execution thereof.


 


(b)                                 In the case of
a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding
such Holder and the proposed disposition by such Holder of such Registrable Securities
as the Company and the Guarantors may from time to time reasonably request in
writing.  No Holder of Registrable
Securities shall be entitled to include any of its Registrable Securities in
any Shelf Registration Statement pursuant to this Agreement unless such Holder
furnishes to the Company and the Trustee in writing, within 30 days after
receipt of a written request therefor, such information as the Company and the
Trustee, after conferring with counsel with regard to information relating to Holders
that would be required by the SEC to be included in such Shelf Registration
Statement or Prospectus included therein, may reasonably request for inclusion
in any Shelf Registration Statement or Prospectus included therein, and no such
Holder shall be entitled to additional interest pursuant to Section 2(d) hereof
in the event such Holder shall not have provided such information and the
30-day period to produce such information has lapsed.


 


13

















 


(c)                                  In the case of
a Shelf Registration Statement, each Holder of Registrable Securities covered
in such Shelf Registration Statement agrees that, upon receipt of any notice
from the Company and the Guarantors of the happening of any event of the kind
described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the Shelf Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof
and, if so directed by the Company and the Guarantors, such Holder will deliver
to the Company and the Guarantors all copies in its possession, other than
permanent file copies then in such Holder’s possession, of the Prospectus
covering such Registrable Securities that is current at the time of receipt of
such notice.


 


(d)                                 If the Company
and the Guarantors shall give any notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company and
the Guarantors shall extend the period during which such Registration Statement
shall be maintained effective pursuant to this Agreement by the number of days
during the period from and including the date of the giving of such notice to
and including the date when the Holders of such Registrable Securities shall
have received copies of the supplemented or amended Prospectus necessary to
resume such dispositions. The Company and the Guarantors may give any such
notice only twice during any 365-day period (other than notices relating to
suspensions where the Company did not voluntarily take action to cause such
suspensions, unless such voluntary action was required by law) and any such
suspensions shall not exceed 30 days for each suspension and there shall not be
more than two suspensions in effect during any 365-day period.


 


(e)                                  The Holders of
Registrable Securities covered by a Shelf Registration Statement who desire to
do so may sell such Registrable Securities in an Underwritten Offering.  In any such Underwritten Offering, the
investment bank or investment banks and manager or managers (each an “Underwriter”)
that will administer the offering will be selected by the Holders of a majority
in principal amount of the Registrable Securities included in such offering.


 


4.                                       Participation
of Broker-Dealers in Exchange Offer.  (a)  The Staff has taken the position
that any broker-dealer that receives Exchange Securities for its own account in
the Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the
Securities Act and must deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Securities.


 


The
Company and the Guarantors understand that it is the Staff’s position that if
the Prospectus contained in the Exchange Offer Registration Statement includes
a plan of distribution containing a statement to the above effect and the means
by which Participating Broker-Dealers may resell the Exchange Securities,
without naming the Participating Broker-Dealers or specifying the amount of
Exchange Securities owned by 


 


14

















 


them,
such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made
available to purchasers) to satisfy their prospectus delivery obligation
under the Securities Act in connection with resales of Exchange Securities for
their own accounts, so long as the Prospectus otherwise meets the requirements
of the Securities Act.


 


(b)                                 In light of the
above, and notwithstanding the other provisions of this Agreement, the Company
and the Guarantors agree to amend or supplement the Prospectus contained in the
Exchange Offer Registration Statement for a period of up to 180 days after the
last Exchange Date (as such period may be extended pursuant to Section 3(d) of
this Agreement), if requested by the Initial Purchasers or by one or more
Participating Broker-Dealers, in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above.  The Company and the Guarantors further agree
that Participating Broker-Dealers shall be authorized to deliver such
Prospectus (or, to the extent permitted by law, make available) during such
period in connection with the resales contemplated by this Section 4.


 


(c)                                  The Initial
Purchasers shall have no liability to the Company, any Guarantor or any Holder
with respect to any request that they may make pursuant to Section 4(b) above.


 


5.                                       Indemnification
and Contribution.  (a) 
The Company and each Guarantor, jointly and severally, agree to indemnify and
hold harmless each Initial Purchaser and each Holder, their respective
affiliates, directors and officers and each Person, if any, who controls any
Initial Purchaser or any Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and
all losses, claims, damages and liabilities (including, without limitation,
legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted, as such fees and expenses are incurred),
joint or several, that arise out of, or are based upon, (1) any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or (2) any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus, any Free Writing
Prospectus used in violation of this Agreement or any “issuer information” (“Issuer
Information”) filed or required to be filed pursuant to Rule 433(d) under
the Securities Act, or any omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, in each case
except insofar as such losses, claims, damages or liabilities arise out of, or
are based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser or information relating to any Holder furnished to the
Company in writing through JPMorgan or any selling Holder, respectively
expressly for use therein.  In connection
with any Underwritten Offering permitted by Section 3, the Company and the
Guarantors, jointly and severally, will also indemnify the Underwriters, if
any, selling 


 


15

















 


brokers,
dealers and similar securities industry professionals participating in the
distribution, their respective affiliates and each Person who controls such
Persons (within the meaning of the Securities Act and the Exchange Act) to the
same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement, any
Prospectus, any Free Writing Prospectus or any Issuer Information.


 


(b)                                 Each Holder
agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Guarantors, the Initial Purchasers and the other selling Holders, the
directors of the Company and the Guarantors, each officer of the Company and
the Guarantors who signed the Registration Statement and each Person, if any,
who controls the Company, the Guarantors, any Initial Purchaser and any other
selling Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,
but only with respect to any losses, claims, damages or liabilities that arise
out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any information
relating to such Holder furnished to the Company in writing by such Holder
expressly for use in any Registration Statement and any Prospectus.


 


(c)                                  If any suit,
action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of
which indemnification may be sought pursuant to either paragraph (a) or (b)
above, such Person (the “Indemnified Person”) shall promptly notify the Person
against whom such indemnification may be sought (the “Indemnifying Person”) in
writing; provided that the failure to notify the Indemnifying Person
shall not relieve it from any liability that it may have under this Section 5
except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided,
further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person
otherwise than under this Section 5. 
If any such proceeding shall be brought or asserted against an
Indemnified Person and it shall have notified the Indemnifying Person thereof,
the Indemnifying Person shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others entitled
to indemnification pursuant to this Section 5 that the Indemnifying Person
may designate in such proceeding and shall pay the fees and expenses of such
proceeding and shall pay the fees and expenses of such counsel related to such
proceeding, as incurred.  In any such
proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the Indemnified
Person shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to
the Indemnifying Person; or (iv) the named parties in any such proceeding
(including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would
be 


 


16

















 


inappropriate
due to actual or potential differing interests between them.  It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are
incurred.  Any such separate firm (x) for
any Initial Purchaser, its affiliates, directors and officers and any control
Persons of such Initial Purchaser shall be designated in writing by JPMorgan, (y) for
any Holder, its directors and officers and any control Persons of such Holder
shall be designated in writing by the Majority Holders and (z) in all
other cases shall be designated in writing by the Company.  The Indemnifying Person shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Person agrees to indemnify each Indemnified Person from and
against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at
any time an Indemnified Person shall have requested that an Indemnifying Person
reimburse the Indemnified Person for fees and expenses of counsel as
contemplated by this paragraph, the Indemnifying Person shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by the Indemnifying
Person of such request and (ii) the Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request prior to the
date of such settlement.  No Indemnifying
Person shall, without the written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party and indemnification could have
been sought hereunder by such Indemnified Person, unless such settlement (A) includes
an unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on
claims that are the subject matter of such proceeding and (B) does not
include any statement as to or any admission of fault, culpability or a failure
to act by or on behalf of any Indemnified Person.


 


(d)                                 If the
indemnification provided for in paragraphs (a) and (b) above is
unavailable to an Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraph, in lieu of indemnifying such Indemnified Person
thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company and the Guarantors from the offering of the Securities and the
Exchange Securities, on the one hand, and by the Holders from receiving
Securities or Exchange Securities registered under the Securities Act, on the
other hand, or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) but also the
relative fault of the Company and the Guarantors on the one hand and the
Holders on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations.  The
relative fault of the Company and the Guarantors on the one hand and the
Holders on the other shall be determined by reference to, among other things, 


 


17

















 


whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company and the Guarantors or by the Holders and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


 


(e)                                  The Company,
the Guarantors and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 5 were determined by pro  rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to
in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section 5,
in no event shall a Holder be required to contribute any amount in excess of
the amount by which the total price at which the Securities or Exchange
Securities sold by such Holder exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.  The Holders’
obligations to contribute pursuant to this Section 5 are several and not
joint.


 


(f)                                    The remedies provided
for in this Section 5 are not exclusive and shall not limit any rights or
remedies that may otherwise be available to any Indemnified Person at law or in
equity.


 


(g)                                 The indemnity
and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of the
Initial Purchasers or any Holder or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company or the Guarantors or
the officers or directors of or any Person controlling the Company or the
Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any
sale of Registrable Securities pursuant to a Shelf Registration Statement.


 


6.                                       General.


 


(a)                                  No
Inconsistent Agreements.   The Company and the Guarantors represent,
warrant and agree that (i) the rights granted to the Holders hereunder do
not in any way conflict with and are not inconsistent with the rights granted
to the holders of any other outstanding securities issued or guaranteed by the
Company or any Guarantor under any other agreement and (ii) neither the
Company nor any Guarantor has entered into, or on or after the date of this
Agreement will enter into, any agreement that is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof.


 


18

















 


(b)                                 Amendments
and Waivers.   The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company and the Guarantors have obtained the written consent
of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or consent; provided that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder. 
Any amendments, modifications, supplements, waivers or consents pursuant
to this Section 6(b) shall be by a writing executed by each of the
parties hereto.


 


(c)                                  Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given
by such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect to
the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if
to the Company and the Guarantors, initially at the Company’s address set forth
in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to
such other persons at their respective addresses as provided in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c).  All such notices and communications shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the
next Business Day if timely delivered to an air courier guaranteeing overnight
delivery.  Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.


 


(d)                                 Successors
and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties,
including, without limitation and without the need for an express assignment,
subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire
Registrable Securities in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be held subject to all the terms of this
Agreement, and by taking and holding such Registrable Securities such Person
shall be conclusively deemed to have agreed to be bound by and to perform all
of the terms and provisions of this Agreement and such Person shall be entitled
to receive the benefits hereof.  The
Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Company or the Guarantors with respect to any
failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.


 


19

















 


(e)                                  Third
Party Beneficiaries.  Each Holder
shall be a third party beneficiary to the agreements made hereunder between the
Company and the Guarantors, on the one hand, and the Initial Purchasers, on the
other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights
or the rights of other Holders hereunder.


 


(f)                                    Counterparts. This Agreement
may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.


 


(g)                                 Headings.  The headings in this
Agreement are for convenience of reference only, are not a part of this
Agreement and shall not limit or otherwise affect the meaning hereof.


 


(h)                                 Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


 


(j)                                     Entire
Agreement; Severability.  This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and prior writings with respect thereto.  If any term, provision, covenant or restriction
contained in this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable or against public policy, the remainder of the
terms, provisions, covenants and restrictions contained herein shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated.  The Company, the Guarantors
and the Initial Purchasers shall endeavor in good faith negotiations to replace
the invalid, void or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the
invalid, void or unenforceable provisions.


 


20

















 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.


 


	
   

  	
  CELLU
  TISSUE HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  W.
  Edwin Litton

  
	
   

  	
  Name:
  W. Edwin Litton

  
	
   

  	
  Title:
  General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CELLU
  TISSUE — CITYFOREST LLC

  
	
   

  	
  CELLU
  TISSUE CORPORATION — NATURAL DAM

  
	
   

  	
  CELLU
  TISSUE CORPORATION — NEENAH

  
	
   

  	
  CELLU
  TISSUE LLC

  
	
   

  	
  CELLU
  TISSUE — LONG ISLAND, LLC

  
	
   

  	
  CELLU
  TISSUE — THOMASTON, LLC

  
	
   

  	
  COASTAL
  PAPER COMPANY

  
	
   

  	
  INTERLAKE
  ACQUISITION CORPORATION LIMITED

  
	
   

  	
  MENOMINEE
  ACQUISITION CORPORATION

  
	
   

  	
  VAN
  PAPER COMPANY

  
	
   

  	
  VAN
  TIMBER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  W.
  Edwin Litton

  
	
   

  	
  Name:
  W. Edwin Litton

  
	
   

  	
  Title:
  General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  Confirmed
  and accepted as of the date first above written:

  	
   

  
	
   

  	
   

  
	
  J.P.
  MORGAN SECURITIES INC.

  	
   

  
	
   

  	
   

  
	
  For
  itself and on behalf of the

  	
   

  
	
  several
  Initial Purchasers

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  David A. Dwyer

  	
   

  
	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
					



 

















 


Schedule 1


 


Cellu
Tissue — CityForest LLC


Cellu
Tissue Corporation — Natural Dam


Cellu
Tissue Corporation — Neenah


Cellu
Tissue LLC


Cellu
Tissue — Long Island, LLC


Cellu
Tissue — Thomaston, LLC


Coastal
Paper Company


Interlake
Acquisition Corporation Limited


Menominee
Acquisition Corporation


Van
Paper Company


Van
Timber Company


 

















 


Annex A


 


Counterpart to Registration
Rights Agreement


 


The undersigned hereby
absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined
in the Registration Rights Agreement, dated as of
[                                ]
by and among the Company, a Delaware corporation, the guarantors party thereto
and J.P. Morgan Securities Inc., on behalf of itself and the other Initial
Purchasers) to be bound by the terms and provisions of such Registration Rights
Agreement.


 


IN WITNESS WHEREOF, the
undersigned has executed this counterpart as of
                              .


 


	
   

  	
  [NAME]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  NAME:

  
	
   

  	
   

  	
  Title: