THE COMPANY RECEIVES AN ACQUISITION PROPOSAL AND THE BOARD OF DIRECTORS OF THE
COMPANY DETERMINES IN GOOD FAITH THAT IT HAS A FIDUCIARY DUTY TO WITHDRAW ITS
RECOMMENDATION THAT THE STOCKHOLDERS OF THE COMPANY APPROVE THE MERGER AND THE
TRANSACTIONS CONTEMPLATED HEREBY, NOTHING HEREIN SHALL RESTRICT OR PREVENT THE
BOARD OF DIRECTORS FROM WITHDRAWING SUCH RECOMMENDATION. THE PROVISIONS OF THIS
SECTION 6.5(B) SHALL TERMINATE UPON THE RECEIPT OF THE REQUISITE STOCKHOLDER
APPROVAL OF THIS AGREEMENT AND THE MERGER.
(C)
FOR PURPOSES OF THIS AGREEMENT, "ACQUISITION PROPOSAL" MEANS ANY
BONA FIDE OFFER OR PROPOSAL FOR, OR ANY INDICATION OF INTEREST IN, A MERGER OR
OTHER BUSINESS COMBINATION INVOLVING THE COMPANY, THE ACQUISITION OF A MAJORITY
OF THE EQUITY IN, OR ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF, THE COMPANY, IN
ONE TRANSACTION OR SERIES OF RELATED TRANSACTIONS, IN EACH CASE OTHER THAN THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. FOR PURPOSES OF THIS AGREEMENT,
"SUPERIOR PROPOSAL" MEANS ANY BONA FIDE ACQUISITION PROPOSAL ON TERMS THAT THE
BOARD OF DIRECTORS OF THE COMPANY DETERMINES IN ITS GOOD FAITH JUDGMENT ARE MORE
FAVORABLE TO THE COMPANY'S STOCKHOLDERS THAN THIS AGREEMENT AND THE MERGER TAKEN
AS A WHOLE.
52
SECTION 6.6.
COOPERATION.
(A)
THE COMPANY SHALL PROVIDE, AND SHALL CAUSE ITS SUBSIDIARIES AND
THEIR RESPECTIVE OFFICERS, EMPLOYEES, COUNSEL, ACCOUNTANTS AND OTHER
REPRESENTATIVES TO PROVIDE, ON A TIMELY BASIS, ALL COOPERATION REASONABLY
REQUESTED BY PARENT IN CONNECTION WITH THE REFINANCING OF THE EXISTING SENIOR
SECURED CREDIT FACILITY OF CELLU TISSUE HOLDINGS, INC. ("CELLU TISSUE
HOLDINGS"), INCLUDING (I) PARTICIPATION IN MEETINGS, INCLUDING MEETINGS WITH
LENDERS, DUE DILIGENCE SESSIONS AND ANY RATING AGENCY PRESENTATIONS,
(II) FURNISHING PARENT AND ITS FINANCING SOURCES WITH FINANCIAL AND OTHER
PERTINENT INFORMATION REGARDING THE COMPANY AND ITS SUBSIDIARIES AS MAY BE
REASONABLY REQUESTED BY PARENT, (III) ASSISTING PARENT AND ITS FINANCING SOURCES
IN THE PREPARATION OF (A) OFFERING DOCUMENTS FOR THE NEW SENIOR SECURED CREDIT
FACILITY OF CELLU TISSUE HOLDINGS AND (B) MATERIALS NEEDED FOR ANY RATING AGENCY
PRESENTATIONS, (IV) PROVIDING AND EXECUTING SUCH OTHER DOCUMENTS, AND TAKING
SUCH OTHER ACTIONS, AS MAY BE NECESSARY TO CONSUMMATE SUCH REFINANCING;
PROVIDED, THAT, WITH RESPECT TO SUCH COOPERATION BY COUNSEL, ACCOUNTANTS AND
OTHER REPRESENTATIVES OF THE COMPANY (OTHER THAN ITS OFFICERS AND EMPLOYEES),
(X) PARENT SHALL REIMBURSE THE COMPANY FOR THE REASONABLE OUT-OF-POCKET EXPENSES
(IF ANY) INCURRED BY THE COMPANY TO PROVIDE THE COOPERATION SO REQUESTED BY
PARENT AND (Y) ALL SUCH EXPENSES PAID PRIOR TO CLOSING AND REQUIRED TO BE SO
REIMBURSED SHALL INCREASE NET CASH ON A DOLLAR FOR DOLLAR BASIS (BUT WITHOUT
DOUBLE COUNTING). THE COMPANY AGREES THAT PARENT WILL HAVE SOLE DISCRETION OVER
THE TERMS, CONDITIONS AND STRUCTURE OF THE DEBT FINANCING REFERRED TO ABOVE.
(B)
THE COMPANY SHALL CAUSE CELLU TISSUE HOLDINGS TO COMMENCE, IN
ACCORDANCE WITH THE TERMS OF THE INDENTURE DATED AS OF MARCH 12, 2004 (THE
"INDENTURE") BETWEEN CELLU TISSUE HOLDINGS AND THE BANK OF NEW YORK, AS TRUSTEE
(THE "TRUSTEE"), AND ALL APPLICABLE RULES AND REGULATIONS OF THE SEC AND OTHER
APPLICABLE LAW, A