NEW YORK, NEW YORK, ABA #021000021, ACCOUNT NAME: CELLU
TISSUE CORP., ACCOUNT #114-733805.
2.4.
USE OF PROCEEDS.
THE PROCEEDS OF THE SALE BY THE COMPANY OF THE
NOTES HEREUNDER SHALL BE USED TO PROVIDE A PORTION OF THE FINANCING FOR THE
ACQUISITION.
2.5.
LIABILITY OF PURCHASERS.
THE COMPANY EXPRESSLY ACKNOWLEDGES AND
AGREES THAT THE REPRESENTATIONS, WARRANTIES, COVENANTS, LIABILITIES AND
OBLIGATIONS OF EACH OF THE INDIVIDUAL PURCHASERS UNDER THIS AGREEMENT ARE
SEVERAL (AND NOT JOINT AND SEVERAL) IN ACCORDANCE WITH THE PRINCIPAL AMOUNT OF
EACH PURCHASER'S NOTES.
NO PURCHASER SHALL HAVE ANY LIABILITY OR OBLIGATION
WITH RESPECT TO ANY REPRESENTATION, WARRANTY, COVENANT, LIABILITY OR OBLIGATION
OF ANY OTHER PURCHASER.
WITH RESPECT TO THE OBLIGATIONS OF EACH PURCHASER
ARISING OUT OF THIS AGREEMENT, THE COMPANY SHALL LOOK FOR PAYMENT OR
SATISFACTION OF ANY CLAIM SOLELY TO THE ASSETS OF SUCH PURCHASER AND NOT TO ANY
OTHER PURCHASER OR TO ANY MANAGER, GENERAL PARTNER, LIMITED PARTNER, MEMBER,
SHAREHOLDER, ADVISOR OF AGENT OF ANY PURCHASER.
ARTICLE 3
TERMS OF THE NOTES
3.1.
NOTES UNDER INDENTURE.
THE NOTES SHALL BE ISSUED UNDER THE
INDENTURE AND SHALL BE SUBJECT TO ALL THE TERMS AND CONDITIONS THEREOF AND
ENTITLED TO ALL THE BENEFITS THEREOF.
3.2.
CUSIP.
EACH PURCHASER UNDERSTANDS THAT BECAUSE THE NOTES ARE
ISSUED AT A DISCOUNT THE NOTES WILL HAVE A CUSIP NUMBER THROUGH THE MATURITY OF
THE NOTES WHICH IS DIFFERENT FROM THE CUSIP NUMBER OF THE SENIOR SECURED NOTES
PREVIOUSLY ISSUED UNDER THE INDENTURE.
EACH PURCHASER FURTHER UNDERSTANDS THAT
THE NOTES WILL NOT EITHER NOW OR IN THE FUTURE BE ENTITLED TO SHARE THE SAME
CUSIP NUMBER AS THE NOTES PREVIOUSLY ISSUED UNDER THE INDENTURE.
3.3.
REGISTRATION RIGHTS.
EACH PURCHASER UNDERSTANDS AND AGREES THAT
THE COMPANY IS AND WILL BE UNDER NO OBLIGATION TO EFFECT ANY REGISTRATION OF THE
NOTES UNDER THE SECURITIES ACT.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser severally, and not jointly, represents and warrants to and for
the benefit of the Company that:
4.1.
LEGAL CAPACITY; DUE AUTHORIZATION.
SUCH PURCHASER HAS FULL LEGAL
CAPACITY, POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO
PERFORM ITS OBLIGATIONS HEREUNDER.
THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY SUCH PURCHASER AND IS THE LEGAL, VALID AND BINDING
OBLIGATION OF SUCH PURCHASER ENFORCEABLE AGAINST SUCH PURCHASER IN ACCORDANCE
WITH ITS TERMS SUBJECT TO BANKRUPTCY AND GENERAL PRINCIPLES OF EQUITY.
4.2.
RESTRICTIONS ON TRANSFER.
SUCH PURCHASER HAS BEEN ADVISED THAT
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE
SECURITIES LAWS AND CANNOT BE RESOLD UNLESS REGISTERED UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE, AND THAT ACCORDINGLY THE NOTES MAY HAVE
TO BE HELD BY SUCH PURCHASER FOR AN INDEFINITE PERIOD OF TIME.
SUCH PURCHASER
IS PURCHASING THE NOTES FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO, OR FOR
RESALE IN CONNECTION WITH, THE DISTRIBUTION THEREOF; PROVIDED, HOWEVER, THAT
SUBJECT TO COMPLIANCE WITH THE RESTRICTIONS CONTAINED OR REFERRED TO