Massachusetts 02110
Attention:
Daniel S. Evans, Esq.
Fax No:
(617) 951-7050
Tel. No:
(617) 951-7315
55
(b)
if to the Company, prior to the Closing, to:
Cellu Paper Holdings, Inc.
3440 Francis Road
Suite C
Alpharetta, Georgia 30004
Attention:
Russell C. Taylor
Fax No:
(678) 393-2657
Tel. No:
(678) 393-2148
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attention:
Stephen W. Rubin, Esq.
Fax No:
212-969-2900
Tel. No:
212-969-3000
(c)
if to the Former Company Stockholders' Agent, to:
Charter Agent LLC
c/o Charterhouse Group, Inc.
535 Madison Avenue
New York, New York 10022
Attention:
William Landuyt
Fax No:
212-750-9704
Tel. No:
212-584-3216
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attention:
Stephen W. Rubin, Esq.
Fax No:
212-969-2900
Tel. No:
212-969-3000
SECTION 12.3.
INTERPRETATION.
WHEN A REFERENCE IS
MADE IN THIS AGREEMENT TO SECTIONS, SUCH REFERENCE SHALL BE TO A SECTION OF THIS
AGREEMENT UNLESS OTHERWISE INDICATED.
THE TABLE OF CONTENTS AND HEADINGS
CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT
IN ANY WAY THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
WHENEVER THE WORDS
"INCLUDE," "INCLUDES" OR "INCLUDING" ARE USED IN THIS AGREEMENT THEY SHALL BE
DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT LIMITATION."
WHENEVER THE WORDS "TO
THE KNOWLEDGE OF THE COMPANY" OR "KNOWN TO THE COMPANY" OR SIMILAR PHRASES ARE
USED IN THIS AGREEMENT, THEY MEAN THE ACTUAL KNOWLEDGE, ASSUMING THE KNOWLEDGE
THAT WOULD BE OBTAINED AFTER REASONABLE INQUIRY OF RUSSELL TAYLOR, DIANE SCHEU,
HUGO VIVERO, THOMAS MOORE AND KEVIN FRENCH.
56
SECTION 12.4.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND
THE SAME AGREEMENT AND SHALL BECOME EFFECTIVE WHEN TWO OR MORE COUNTERPARTS HAVE
BEEN SIGNED BY EACH OF THE PARTIES AND DELIVERED TO THE OTHER PARTIES, IT BEING
UNDERSTOOD THAT ALL PARTIES NEED NOT SIGN THE SAME COUNTERPART.
SECTION 12.5.
ENTIRE AGREEMENT; NO THIRD-PARTY
BENEFICIARIES.
THIS AGREEMENT (INCLUDING THE DOCUMENTS AND THE INSTRUMENTS
REFERRED TO HEREIN), THE CONFIDENTIALITY AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS, THE FORMER COMPANY STOCKHOLDERS INDEMNIFICATION AGREEMENT AND THE
LETTER, DATED AS OF THE DATE HEREOF, BY AND BETWEEN KOHLBERG & COMPANY, L.L.C
AND CHARTERHOUSE EQUITY PARTNERS IV, L.P. (REGARDING THEIR INVESTMENT AS
STOCKHOLDERS IN AN AFFILIATE OF PARENT) (A) CONSTITUTE THE ENTIRE AGREEMENT AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, AMONG
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND (B) ARE NOT INTENDED
TO CONFER UPON ANY PERSON OTHER THAN THE PARTIES HERETO ANY RIGHTS OR REMEDIES
HEREUNDER.
NOTWITHSTANDING THE FOREGOING, (I) THE FORMER COMPANY STOCKHOLDERS
SHALL BE DEEMED TO BE THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT WITH RESPECT
TO ARTICLES III, VI, VII, VIII AND XI; AND (II) FROM AND AFTER THE EFFECTIVE
TIME, THE FORMER DIRECTORS AND OFFICERS OF THE COMPANY SHALL BE DEEMED TO BE
THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT WITH RESPECT TO SECTION 8.5.
SECTION 12.6.
GOVERNING LAW.
WITH RESPECT TO
MATTERS OF