ACQUISITION DOCUMENTATION, THE ATLANTIC SELLER NOTE, THE
ATLANTIC NOTE PURCHASE AGREEMENTS AND THE ATLANTIC COLLATERAL ACCESS AGREEMENTS,
EACH CERTIFIED BY AN OFFICER OF THE BORROWER TO BE TRUE AND CORRECT AND IN FULL
FORCE AND EFFECT AS OF THE EFFECTIVE DATE, AND (II) ANY PAYOFF LETTER DELIVERED
UNDER SECTION 6.1.6 OF THE ATLANTIC ACQUISITION AGREEMENT;
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EACH DOCUMENT
(INCLUDING ANY UNIFORM COMMERCIAL CODE FINANCING STATEMENT) REQUIRED BY THE
COLLATERAL DOCUMENTS OR UNDER LAW OR REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT TO BE FILED, REGISTERED OR RECORDED IN ORDER TO CREATE IN FAVOR OF THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, A PERFECTED LIEN ON THE
COLLATERAL ACQUIRED PURSUANT TO THE ATLANTIC ACQUISITION TO THE EXTENT REQUIRED
BY SECTION 5.13 OF THE CREDIT AGREEMENT;
(E)
THE ATLANTIC ACQUISITION SHALL HAVE BEEN CONSUMMATED IN ACCORDANCE
WITH THE ATLANTIC ACQUISITION DOCUMENTATION;
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED LEGAL OPINIONS FROM
COUNSEL TO THE BORROWER AND ITS SUBSIDIARIES IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH CERTIFICATES AS
MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT INCLUDING CONFIRMATION
THAT THE BORROWER IS IN COMPLIANCE WITH THE REQUIREMENTS OF SECTION 6.12 OF THE
CREDIT AGREEMENT BOTH PRIOR TO AND IMMEDIATELY AFTER DRAWDOWN;
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE (I) RECEIVED AND BE SATISFIED
WITH UPDATED INVENTORY APPRAISALS IN CONNECTION WITH THE ACQUISITION AND
(II) CONDUCTED A SATISFACTORY FIELD EXAMINATION OF THE ACCOUNTS RECEIVABLE,
INVENTORY AND RELATED WORKING CAPITAL MATTERS AND FINANCIAL INFORMATION OF
ATLANTIC, INCLUDING RELATED DATA PROCESSING AND OTHER SYSTEMS; AND
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE REASONABLY
SATISFACTORY TO IT THAT THE BORROWER SHALL HAVE RECEIVED $36,900,000 IN GROSS
CASH PROCEEDS FROM THE ISSUANCE OF THE ADDITIONAL SENIOR SECURED NOTES PURSUANT
TO THE ATLANTIC NOTE PURCHASE AGREEMENTS.
12.
PNC LOCKBOX.
THE BORROWER HEREBY AGREES TO (A) CAUSE TO BE
TERMINATED AS SOON AS REASONABLY PRACTICABLE, AND IN NO EVENT LATER THAN
JULY 11, 2008 (OR SUCH LATER DATE AS THE ADMINISTRATIVE AGENT MAY AGREE IN ITS
SOLE DISCRETION), THE POST OFFICE BOX NUMBER 534378 HELD IN THE NAME OF ATLANTIC
PAPER & FOIL, LLC LOCATED AT PNC BANK, 1669 PHOENIX PARKWAY, SUITE 210, COLLEGE
PARK, GA 30349 (THE "PNC LOCKBOX") AND (B) PROMPTLY TRANSFER, OR CAUSE TO BE
TRANSFERRED, ANY MAIL, CHECKS OR OTHER ITEMS RECEIVED AFTER THE DATE HEREOF IN
CONNECTION WITH THE PNC LOCKBOX TO POST OFFICE BOX NUMBER 533147
5
HELD IN THE NAME OF CELLU TISSUE CORPORATION - NEENAH LOCATED AT JPMORGAN CHASE
BANK, N.A., 140 CHARLES GRANT PARKWAY, FIRST FLOOR, ATLANTA, GA 30354. THE
ADMINISTRATIVE AGENT WILL MAINTAIN A RESERVE IN AN AMOUNT EQUAL TO $2,000,000
UNTIL IT RECEIVES EVIDENCE REASONABLY SATISFACTORY TO IT THAT THE PNC LOCKBOX
HAS BEEN TERMINATED.
13.
COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL
AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE