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:
CLAREN ROAD CREDIT MASTER FUND, LTD. BY
ITS INVESTMENT MANAGER, CLAREN ROAD
ASSET MANAGEMENT, LLC
By:
/s/Kenneth J. Weiller
Name:
Kenneth J. Weiller
Title:
Chief Operating Officer
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 sellers' representative, the Company and The Bank of New York Trust Company,
N.A.; (iv) the Guaranty Agreements, by and among the Company, the individual