PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION
OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT SUBJECT, HOWEVER, TO RIGHTS
OF APPEAL.
THE COMPANY HEREBY AGREES THAT SERVICE UPON IT IN THE MANNER
PROVIDED FOR THE GIVING OF NOTICES IN SECTION 8.3 SHALL CONSTITUTE SUFFICIENT
NOTICE.
NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT 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
8
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.
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.]
9
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/ Dianne M. Scheu
Name:
Dianne M. Scheu
Title:
Senior Vice President and
Chief Financial Officer
PURCHASER:
WINGATE CAPITAL LTD.
By:
Citadel Limited Partnership,
the Portfolio Manager
By:
Citadel Investment Group, LLC,
Its General Partner
By:
/s/ Matthew Hinerfeld
Name:
Matthew Hinerfeld
Title:
Managing Director and
Deputy General Counsel
Signature page to Note Purchase Agreement
APPENDIX I
TO NOTE PURCHASE AGREEMENT
"Acquisition" has the meaning set forth in the