SOLICITATION (THE "CONSENT SOLICITATION") OF CONSENTS FROM THE
HOLDERS OF THE BONDS TO CERTAIN AMENDMENTS TO THE INDENTURE AND A WAIVER OF EACH
CONSENTING HOLDER OF THE REQUIREMENT THAT CELLU TISSUE HOLDINGS MAKE A CHANGE OF
CONTROL OFFER (AS DEFINED IN THE INDENTURE) AS A RESULT OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, AND SHALL TAKE, AND SHALL CAUSE CELLU TISSUE
HOLDINGS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, COUNSEL, ACCOUNTANTS AND
OTHER REPRESENTATIVES TO TAKE, ALL ACTIONS REASONABLY NECESSARY TO CONSUMMATE
THE CONSENT SOLICITATION, INCLUDING PREPARING AND EXECUTING ALL DOCUMENTS
REASONABLY REQUIRED IN CONNECTION THEREWITH. WITHOUT LIMITING THE FOREGOING, THE
COMPANY SHALL, OR SHALL CAUSE CELLU TISSUE HOLDINGS TO, (I) ENTER INTO A
SOLICITATION AGENT AGREEMENT WITH A SOLICITATION AGENT RECOMMENDED BY PARENT
(AND REASONABLY ACCEPTABLE TO THE COMPANY), AND (II) ENTER INTO AN INFORMATION
AGENT AGREEMENT WITH AN INFORMATION AGENT RECOMMENDED BY PARENT (AND REASONABLY
ACCEPTABLE TO THE COMPANY). THE TERMS AND CONDITIONS OF THE CONSENT SOLICITATION
SHALL BE REASONABLY SATISFACTORY TO PARENT AND THE COMPANY, AND ALL
DOCUMENTATION RELATING TO THE CONSENT SOLICITATION WILL BE SUBJECT TO THE PRIOR
REVIEW, COMMENT AND APPROVAL OF PARENT AND THE COMPANY, WHICH APPROVAL SHALL NOT
BE UNREASONABLY WITHHELD OR DELAYED. IN THE EVENT THAT A SUFFICIENT NUMBER OF
HOLDERS OF BONDS PROVIDE CONSENTS IN THE CONSENT SOLICITATION, THEN THE COMPANY
SHALL CAUSE CELLU TISSUE HOLDINGS, AT OR PRIOR TO THE CLOSING, TO ENTER INTO A
SUPPLEMENTAL INDENTURE (THE "SUPPLEMENTAL INDENTURE") WITH THE TRUSTEE
REFLECTING THE AMENDMENTS APPROVED IN THE CONSENT SOLICITATION (WHICH
SUPPLEMENTAL INDENTURE SHALL BE PREPARED JOINTLY BY PARENT AND THE COMPANY).
(C)
ALL COSTS AND EXPENSES INCURRED BY ANY OF THE COMPANY, ITS
SUBSIDIARIES AND THEIR REPRESENTATIVES IN PERFORMING ANY OF THEIR RESPECTIVE
OBLIGATIONS UNDER THIS SECTION 6.6 SHALL BE
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INCLUDED IN COMPANY TRANSACTION EXPENSES TO THE EXTENT SET FORTH IN THAT CERTAIN
LETTER AGREEMENT RELATING TO TRANSACTION EXPENSES, DATED AS OF MARCH 10, 2006,
BY AND BETWEEN THE COMPANY AND WESTON PRESIDIO V, L.P. ("WESTON PRESIDIO V"), AS
MODIFIED BY THAT CERTAIN LETTER AGREEMENT, DATED AS OF MAY 8, 2006, BY AND
BETWEEN THE COMPANY AND WESTON PRESIDIO V (THE "EXPENSE LETTER").
IF THIS
AGREEMENT IS TERMINATED PURSUANT TO ARTICLE X, PARENT SHALL REIMBURSE THE
COMPANY UPON SUCH TERMINATION IN ACCORDANCE WITH THE EXPENSE LETTER, AND ALL
SUCH EXPENSES PAID BY THE COMPANY AND REQUIRED TO BE SO REIMBURSED SHALL
INCREASE NET CASH ON A DOLLAR FOR DOLLAR BASIS (BUT WITHOUT DOUBLE COUNTING), IF
AND TO THE EXTENT THE COMPANY PROVIDES TO THE PARENT AT THE CLOSING A
CERTIFICATE SIGNED BY AN EXECUTIVE OFFICER OF THE COMPANY AS TO THE AMOUNT AND
SOURCE OF EACH SUCH EXPENSE.
SECTION 6.7.
INFORMATION.
Between the date hereof and the Effective Time, the Company shall, and shall
cause its Subsidiaries to, promptly provide to Parent all material written
communications, known to the Company, relating to unionizing efforts or
elections at any of its facilities, including, without limitation, any notices
of unfair labor practices and any and all communications to employees of