OF
THE PURCHASER TO BRING PROCEEDINGS AGAINST THE COMPANY IN THE COURTS OF ANY
OTHER JURISDICTION.
8.9.
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES
HERETO WAIVES, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN
ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT
OF THIS AGREEMENT OR ANY OTHER DOCUMENT OR THE VALIDITY, PROTECTION,
INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.
8.10.
COUNTERPARTS; EFFECTIVENESS.
THIS AGREEMENT AND
ANY AMENDMENTS, WAIVERS, CONSENTS OR SUPPLEMENTS MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH
OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL, BUT ALL
SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE UPON THE EXECUTION OF A COUNTERPART HEREOF
BY EACH OF THE PARTIES HERETO, AND WHEN WRITTEN OR TELEPHONIC NOTIFICATION OF
SUCH EXECUTION AND AUTHORIZATION OF DELIVERY THEREOF HAS BEEN RECEIVED BY THE
COMPANY AND THE PURCHASER.
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8.11.
USA PATRIOT ACT.
THE PURCHASER IS SUBJECT TO THE
USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001))
(THE "ACT") AND HEREBY NOTIFIES THE COMPANY THAT PURSUANT TO THE REQUIREMENTS OF
THE ACT, IT MAY BE REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES THE COMPANY,
WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF THE
COMPANY AND OTHER INFORMATION THAT WILL ALLOW SUCH PURCHASER TO IDENTIFY THE
COMPANY IN ACCORDANCE WITH THE ACT.
THE COMPANY HEREBY AGREES TO PROVIDE ANY
SUCH INFORMATION UPON REQUEST, AND TO THE DISCLOSURE OF SUCH INFORMATION
PURSUANT TO THE REQUIREMENTS OF THE ACT AND NOTWITHSTANDING ANY OTHER PROVISION
HEREOF.
8.12.
ENTIRETY.
THIS AGREEMENT EMBODIES THE ENTIRE
AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF.
[Remainder of Page Intentionally Left Blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by the respective duly authorized officers of the undersigned and by the
undersigned as of the date first written above.
COMPANY:
CELLU TISSUE HOLDINGS, INC.
By:
/s/David J. Morris
Name:
David J. Morris
Title:
Senior Vice President and
Chief Financial Officer
Signature page to Note Purchase Agreement
PURCHASER:
UBS High Yield Relationship Fund,
a series of the UBS Relationship Funds
By:
UBS Global Asset Management (Americas) Inc.,
its investment adviser
By:
/s/Jennifer W. Haidu
Name:
Jennifer W. Haidu
Title:
Executive Director
By:
/s/Michael J. Calhoun
Name:
Michael J. Calhoun
Title:
Assistant Secretary
Signature page to Note Purchase Agreement
APPENDIX I
TO NOTE PURCHASE AGREEMENT
"Acquisition" has the meaning set forth in the Recitals to the Agreement.
"Acquisition Agreement" means the Asset Purchase Agreement dated as of July 2,
2008 among the Company and Atlantic.
"Acquisition Documents" means (i) the Acquisition Agreement; (ii) the 12%
subordinated unsecured note due 2011 issued by the Company to Atlantic Paper &
Foil, Corp. of N.Y.; (iii) the Escrow Agreement, among Atlantic, Shaun Gabbay,
as the