Exhibit 10.6
THIRD SUPPLEMENTAL INDENTURE
This Third
Supplemental Indenture, dated as of July 2, 2008 (this “
Supplemental Indenture ” or “ Guarantee
”), among Cellu Tissue – Hauppauge, LLC, a Delaware
limited liability company, and Cellu Tissue – Thomaston, LLC,
a Delaware limited liability company (collectively, the “
Guarantors ”), Cellu Tissue Holdings, Inc.
(together with its successors and assigns, the “
Company ”), each other then existing Subsidiary
Guarantor under the Indenture referred to below, and The Bank of
New York Mellon Trust Company, N.A., as successor trustee to The
Bank of New York (“ Trustee ”) under the
Indenture referred to below.
W I T N E S S E T
H:
WHEREAS, the
Company, the Subsidiary Guarantors and the Trustee have heretofore
executed and delivered an Indenture, dated as of March 12,
2004 (as amended, supplemented, waived or otherwise modified, the
“ Indenture ”), providing for the issuance of
9¾% Senior Secured Notes due 2010 of the Company (the “
Securities ”);
WHEREAS,
Section 3.12 of the Indenture provides that after the
Issue Date the Company is required to cause each Restricted
Subsidiary (other than a Foreign Subsidiary that does not Guarantee
any Indebtedness of the Company or any Restricted Subsidiary)
created or acquired by the Company or one or more Restricted
Subsidiaries or Holdings, in the event that Holdings Guarantees any
Indebtedness of the Company or any of its Restricted Subsidiaries,
to execute and deliver to the Trustee a supplemental indenture
pursuant to which such Subsidiary (or Holdings, if applicable) will
unconditionally Guarantee, on a joint and several basis with the
other Subsidiary Guarantors, the full and prompt payment of the
principal of, premium, if any, and interest on the Securities on a
secured basis; and
WHEREAS, pursuant
to Section 9.1 of the Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental
Indenture to amend or supplement the Indenture, without the consent
of any Securityholder;
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
Guarantors, the Company, the other Subsidiary Guarantors and the
Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Securities as follows:
ARTICLE I
Definitions
SECTION 1.1 Defined Terms
. As used in this Supplemental Indenture, terms defined in
the Indenture or in the preamble or recital hereto are used herein
as therein defined.
1
The words
“herein,” “hereof” and “hereby”
and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
ARTICLE II
Agreement to be Bound; Guarantee
SECTION 2.1 Agreement to be
Bound . Each Guarantor hereby becomes a party to the
Indenture as Subsidiary Guarantors and as such will have all of the
rights and be subject to all of the obligations and agreements of a
Subsidiary Guarantor under
