EXHIBIT 10.3

NOTE PURCHASE AGREEMENT

Dated as of July 2, 2008

among

CELLU TISSUE HOLDINGS, INC.

Issuer of the Notes

and

the Purchasers named herein

$25,000,000 AGGREGATE PRINCIPAL AMOUNT

OF 9 3/4% SENIOR SECURED NOTES

DUE 2010

NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT is dated as of July 2, 2008, by and between Cellu Tissue Holdings, Inc. (the “ Company ”) and each of the purchasers whose name appears on the signature pages to this Agreement (each, a “ Purchaser ” and, collectively, the “ Purchasers ”).

RECITALS

WHEREAS, the Company and certain of its Subsidiaries have entered into an Indenture dated as of March 12, 2004 with The Bank of New York as Trustee (as supplemented and in effect on the date hereof, the “ Indenture ”), relating to its 9 3/4% Senior Secured Notes due 2010 (the “ Senior Secured Notes ”) pursuant to which the Company is authorized to issue additional Senior Secured Notes subject to the terms and conditions specified in the Indenture.

WHEREAS, the Company desires to issue pursuant to the Indenture and sell to the Purchasers, and the Purchasers have agreed to purchase severally, subject to the terms and conditions herein, $25,000,000 aggregate principal amount of Senior Secured Notes (the “ Notes ”).

WHEREAS, the Company will use the proceeds of the issuance and sale of the Notes to provide a portion of the financing for the purchase by the Company of certain assets (the “ Acquisition ”) pursuant to the Acquisition Agreement.

AGREEMENT

In consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1
DEFINITIONS

1.1.          Certain Defined Terms .  Capitalized terms used and not otherwise defined in this Agreement are defined in Appendix I.

ARTICLE 2
PURCHASE AND SALE OF THE NOTES

2.1.          Purchase and Sale of Notes .  Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, the Company hereby agrees to issue and to sell to each Purchaser, and by its acceptance hereof each Purchaser agrees to purchase from the Company at the Closing, the principal amount of the Notes specified opposite such Purchaser’s name on Annex A in the name of such Purchaser or its nominee as set forth on the signature pages hereto for an aggregate purchase price of $23,062,500.

2.2.          Closing .  The purchase and sale of the Notes pursuant to Section 2.1 shall occur at a closing (the “ Closing ”) to be held on July 2, 2008, at 10:00 a.m. (Boston time), at the offices of Ropes & Gray LLP, One International Place, Boston, MA 02110, or at such other date, time and/or location as may be agreed upon by the parties hereto.

2.3.          Delivery of Notes .  Notes will be in substantially the form of Exhibit A.  The Company will deliver the Notes to the Purchasers, against payment by or on behalf of the Purchasers of the

purchase price therefor by wire transfer of Federal (same day) funds to JPMorgan/Chase Bank, 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 in the Indenture, the Notes and this Agreement, the disposition of such Purchaser’s property shall at all times be and remain under its sole discretion and control.  Such Purchaser acknowledges and agrees that each Note will bear a legend (or a substantially

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similar indication) indicating that the Notes have not been registered under the Securities Act or under any state securities laws and may not be sold, offered for sale or otherwise transferred in the absence of an effective registration statement under the Securities Act and applicable state securities laws or an exemption from registration thereunder, in addition to any other legends required by applicable state blue sky laws.

4.3.          Accredited Investor, etc .  Such Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Notes, is able to incur a complete loss of such investment and to bear the economic risk of such investment for an indefinite period of time.  Such Purchaser has been given access to all information with respect to the Company requested by such Purchaser and has had access to, and adequate opportunity to ask questions of and request additional information from, officers and representatives of the Company concerning the Company’s business, operations and financial condition.  Such Purchaser (i) is an “accredited investor” as that term is defined in Regulation D under the Securities Act and (ii) has been represented by counsel in the purchase of the Notes and has been advised with respect to the restrictions imposed by state and federal securities laws with respect to the disposition of the Notes.

4.4.          Independent Decision .  Such Purchaser has independently and without reliance on the Company, and based on such information as such Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement and the transaction contemplated hereby, except that such Purchaser has relied upon the Company’s express representations, warranties and covenants made herein.  Such Purchaser acknowledges that the Company has not given such Purchaser any investment advice, credit information or opinion on whether the purchase of the Notes is a prudent investment decision.

4.5.          Brokerage Fees, etc .  Such Purchaser represents and warrants to the Company that no broker’s, finder’s or placement fee or commission will be payable to any Person alleged to have been retained by such Purchaser with respect to any of the transactions contemplated by this Agreement.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce each Purchaser to enter into this Agreement and to purchase the Notes hereunder, the Company represents and warrants for the benefit of each Purchaser that, as of the Closing Date (unless otherwise stated, both before and after giving effect to the issuance of the Notes):

5.1.          Organization, Good Standing and Qualification .  The Company is a corporation, duly organized and validly existing under the laws of the State of Delaware and has all requisite power and authority to conduct its business as now conducted.  The Company is duly qualified as a foreign entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not reasonably be expected to result in a Material Adverse Effect.  Certified copies of the Governing Documents of the Company have been delivered to each Purchaser and such copies of the Governing Documents are correct and complete.

5.2.          Authorization .  The Company has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the Notes and the performance of its obligations hereunder and thereunder.  This Agreement constitutes the valid and legally binding obligation of the Company enforceable in accordance with its terms subject to bankruptcy laws and general principles of equity.

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5.3.          Valid Issuance of the Notes .  The Notes, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid, free of restrictions on transfer, other than restrictions contained or referred to in the Indenture, the Notes or this Agreement and enforceable in accordance with their terms subject to bankruptcy laws and general principles of equity.  Based in part upon the representations of the Purchasers in Article 4 of this Agreement, the Notes will be issued in compliance with all applicable United States securities laws.

5.4.          Financial Statements and Other Information .

5.4.1.               The Company has previously furnished to each Purchaser copies of t he Company’s filing on Form 10-K for the fiscal year ended February 29, 2008 (the “ Company SEC Filings ”).

5.4.2.               As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing):  (i) each of the Company SEC Filings complied in all material respects with such requirements of the Securities Act or the Exchange Act as were applicable thereto; and (ii) none of the Company SEC Filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5.4.3.               The financial statements (including any related notes) contained in the Company SEC Filings fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations of the Company and its Subsidiaries for the periods covered thereby in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end adjustments).

5.4.4.               As of the date of this Agreement, neither the Company nor any of its Subsidiaries has any liabilities of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with GAAP, except for:  (i) liabilities disclosed in the financial statements (including any related notes) contained in the Company SEC Filings; (ii) liabilities incurred in the ordinary course of business since the date included in the financial statements of the Company SEC Filings; and (iii) liabilities that are not material in the aggregate to the Company and its Subsidiaries on a consolidated basis.

5.4.5.               The information with respect to the Company and its Subsidiaries contained in the Private Placement Memorandum dated April 2008 relating to $37,500,000 9 3/4% Senior Secured Notes (the “ Secured Notes ”) of the Company due 2010 (the “ Placement Memorandum ”) when taken as a whole with the Company SEC Filings did not as of the date thereof contain an untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made.  The information contained in the Placement Memorandum with respect to Atlantic was prepared in good faith by the Company based on information obtained from Atlantic.  Notwithstanding the foregoing, no representation regarding projections or forward looking statements is being made in this Section 5.4.5 and the disclaimers and cautionary statements with respect thereto set forth in the Placement Memorandum are incorporated herein by reference.

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5.4.6.               The Company maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.  The Company has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

5.4.7.               The Company maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  There are no material weaknesses in the Company’s internal controls.

5.5.          Material Adverse Effect .  Since February 29, 2008, no event or condition has occurred which affects the Company or its Subsidiaries which has had or could be reasonably expected to have a Material Adverse Effect.

5.6.          Consents .  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority, or any third party in connection with any agreement to which the Company or any of its Subsidiaries is party or by which its properties are bound, is required to be obtained or made by the Company or any of its Subsidiaries in connection with the issuance of the Notes or the execution and delivery of the Subsidiary Guarantee other than such of the foregoing as have been or will be obtained prior to the Closing or where the failure to obtain the consent of a third party would not affect the ability of the Company to enter into the Agreement, to issue the Notes and perform its obligations under the Notes.

5.7.          Litigation .  Except as disclosed with the Company SEC Filings, there is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened that questions the validity of this Agreement or the right of the Company or any of its Subsidiaries to enter into this Agreement and to issue the Notes or the Subsidiary Guarantee or that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

5.8.          Compliance with Other Instruments .    The execution, delivery and performance of this Agreement and the issuance of the Notes will not result in the violation of any instrument, judgment, order, writ, decree or contract to which the Company is a party or by which it is bound or, of any provision of federal or state statute, rule or regulation applicable to it or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event which results in the creation of any Lien, charge or encumbrance upon any assets of the Company or any of its Subsidiaries, except for a violation,

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conflict or default that does not affect the ability of the Company or any of its Subsidiaries to enter into this Agreement, to issue the Notes and perform its obligation under the Notes or the Subsidiary Guarantee.

5.9.          Delivery of Acquisition Documents .   T he Company has delivered to each Purchaser true, accurate and complete copies of each of the Acquisition Documents which are the only agreements of the Company relating to the Acquisition.

5.10.        No Governmental Approval Necessary .  Assuming the truth and accuracy of the Purchasers’ representations set forth in Article 4 of this Agreement, no consent by, approval of, giving of notice to, registration with, or taking of any other action with respect to or by any federal, state, or local governmental authority or organization is required for any of the Company’s execution, delivery, or performance of this Agreement or the issuance of the Notes and the execution and delivery of the Subsidiary Guaranty by the Subsidiary Guarantors.

5.11.        Private Placement .  Assuming the truth and accuracy of the Purchasers’ representations set forth in Article 4 of this Agreement, the offer, sale and issuance of the Notes as contemplated by this Agreement is exempt from the registration requirements of the Securities Act.  Neither the Company nor any authorized agent acting on behalf of it will take any action hereafter that would cause the loss of such exemption

5.12.        The Notes .  The Notes are being issued as Additional Securities (as defined in the Indenture) under the Indenture, and the Company has satisfied all the conditions set forth in Section 2.1(a) of the Indenture for the issuance of the Notes as Additional Securities.  The Notes are secured by the Collateral (as defined in the Indenture) pursuant to the Collateral Documents (as defined in the Indenture).  The Notes constitute Note Company Obligations under the Intercreditor Agreement (as defined in the Indenture).

ARTICLE 6
CLOSING CONDITIONS

6.1           Purchaser’s Conditions .  The obligation of each Purchaser to purchase and pay for the Notes provided for hereunder on the Closing Date is subject to the satisfaction of the following conditions, each as of the Closing Date:

6.1.1        Representations and Warranties; No Default .  After giving effect to the issuance of the Notes and the Acquisition, all representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects, and there shall exist no continuing Default or Event of Default under the Indenture and no default or event of default under any Credit Facility.

6.1.2        Delivery of Documents .  Each Purchaser shall have received the following items, each of which shall be in form and substance reasonably satisfactory to such Purchaser and, unless otherwise noted, dated as of the Closing Date:

6.1.2.1     Resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and authorizing the issuance and sale of the Notes certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect.

6.1.2.2     A copy of a certificate of the Secretary of State of the State of Delaware, dated as of a recent date prior to the Closing Date and listing all Governing Documents of the

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Company on file with such Secretary, including any amendments thereto, and copies of all such Governing Documents and certifying that the Company is duly organized and in good standing under the laws of the State of Delaware.

6.1.2.3.    A certificate of the Company, signed on its behalf by a duly authorized officer and dated the Closing Date, certifying as to (i) the absence of any amendment to the Governing Documents of the Company since the date of the applicable secretary of state’s certificate referred to in Section 6.1.2.2, (ii) its bylaws as in effect on the Closing Date and (iii) the completeness and accuracy of the representations and warranties contained in this Agreement as of the Closing Date, including the absence of any event occurring and continuing, or resulting from the transactions contemplated under this Agreement, that constitutes a Default or an Event of Default under the Indenture.

6.1.2.4.    A certificate of the secretary or an assistant secretary of the Company certifying the names and true signatures of the officers of the Company executing this Agreement.

6.1.2.5.    A legal opinion of Ropes & Gray, LLP, counsel for the Company, addressed to the Purchasers in substantially the form attached as Exhibit B.

6.1.2.6.    A certificate signed by a duly authorized officer of the Company certifying that the conditions specified in this Section 6 have been fulfilled.

6.1.3.       Working Capital Facility Amendment .  The Company and the other parties thereto shall have executed an amendment to the documents governing the Working Capital Facility to permit the Company to fulfill its obligations under the Notes and the seller debt described in the Acquisition Agreement.

6.1.4.       Intercreditor Acknowledgement .  The agent for the Working Capital Facility shall have executed an acknowledgement with respect to the Intercreditor Agreement in form and substance satisfactory to the Purchasers.

6.1.5.       Co-Investor Notes .  The Co-Investors shall have paid for the Co-Investor Notes as provided in Section 2.3 of each of the Co-Investor Purchase Agreements.

6.1.6.       Acquisition Closed .  The Acquisition shall be consummated substantially simultaneously with the Closing.

6.1.7.       Issues of Notes .   The Company shall have issued and delivered the Notes to the Purchasers against payment therefor as contemplated by Section 2.3.

6.1.8.       New Subsidiary Guarantors .  Each of Cellu Tissue – Hauppauge, LLC, a Delaware limited liability company, and Cellu Tissue – Thomaston, LLC, a Delaware limited liability company, shall have executed a supplemental indenture pursuant to Section 3.12 of the Indenture and the Subsidiary Guarantee executed by each Subsidiary Guarantor.

6.2.          Company Conditions .  The obligation of the Company to issue the Notes on the Closing Date as provided herein is subject to the satisfaction of the following conditions, each as of the Closing Date:

6.2.1.       Purchase Price .  The Purchasers shall have paid for the Notes as provided in Section 2.3.

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6.2.2.       Co-Investor Notes .  The Co-Investors shall have paid for the Co-Investor Notes as provided in Section 2.3 of each of the Co-Investor Purchase Agreements.

6.2.3.       Representations and Warranties .  The representations and warranties of the Purchasers set forth in Article 4 shall be true and correct.

6.2.4.       Acquisition Closed .  The Acquisition shall be consummated substantially simultaneously with the Closing.

ARTICLE 7
RESTRICTIONS ON TRANSFER; LEGENDS

7.1.          Assignments .  After the Closing and subject to the restrictions referred to in Section 7.2, each Purchaser may sell, assign, transfer or negotiate all or any part of its Notes.

7.2.          Restrictive Notes Legend .  Each Note shall bear legends in substantially the forms contained in Exhibit A and shall be subject to the restrictions on transfer contained in the Indenture for as long as such restrictions shall be applicable.

7.3.          Other Note Legends .  Each Note shall bear a legend in substantially the following form:

“THIS NOTE BEARS ORIGINAL ISSUE DISCOUNT.  UPON WRITTEN REQUEST TO CELLU TISSUE HOLDINGS, INC. 1855 LOCKEWAY DRIVE, STE. 501, ALPHARETTA, GEORGIA 30004, ATTENTION: CHIEF EXECUTIVE OFFICER, INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY WILL BE MADE AVAILABLE.”

ARTICLE 8
MISCELLANEOUS

8.1.          Amendments and Waivers .  No amendment, modification, termination or waiver of any provision of this Agreement, shall in any event be effective without the written consent of each Purchaser  and the Company.

8.2.          Expenses .  Each of the Company and the Purchasers shall bear its own expenses incurred in connection with the execution and delivery of this Agreement and the issuance of the Notes.

8.3.          Notices .  All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and delivered personally or sent via a nationally recognized overnight courier.  Such notices, demands and other communications will be delivered or sent to the address indicated below:

If to the Company:

1855 Lockeway Drive, Ste. 501

Alpharetta, Georgia 30004

Attention:  Chief Executive Officer

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with a copy to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Fax:  (617) 951-7050

Attention:  Lawrence D. Bragg III, Esq.

If to a Purchaser, as set forth on such Purchaser’s signature page, or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party.  Any such communication shall be deemed to have been received when actually delivered or refused.

8.4.          Survival of Warranties and Certain Agreements .  Any liability of the Company for any breach of, or inaccuracy in, the representations and warranties made by it herein shall survive the execution and delivery of this Agreement and the sale and delivery of the Notes but shall expire one year after the date of the Closing.

8.5.          Heading .  Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

8.6.          Applicable Law .  This Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York.

8.7.          Successors and Assigns; Subsequent Holders .  This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of the Purchasers; provided , however , that the Company’s rights  hereunder may not be assigned without the written consent of each Purchaser.

8.8.          Consent to Jurisdiction and Service of Process .  All judicial proceedings with respect to this Agreement or any Notes may be brought in any state or federal court of competent jurisdiction in the State of New York and by execution and delivery of this Agreement the Company accepts for itself and in connection with its 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 any  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 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

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telephonic notification of such execution and authorization of delivery thereof has been received by the Company and the Purchasers.

8.11.        USA PATRIOT ACT .  Each 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.

Signature page to Note Purchase Agreement

Signature page to Note Purchase Agreement

Signature page to Note Purchase Agreement

Signature page to Note Purchase Agreement

Signature page to Note Purchase Agreement

Signature page to Note Purchase Agreement

Signature page to Note Purchase Agreement

Signature page to Note Purchase Agreement

Signature page to Note Purchase Agreement