Contingent Payment Distributions

Contingent Payment Distributions. So long as no Default or Event of Default shall have occurred and be continuing, cash dividends (the "Contingent Payment Distributions") to Holdings in order to permit Holdings to make contingent payments to former stockholders of Holdings as additional consideration for the merger of Cellu Acquisition Corporation with and into Holdings pursuant to the terms of the Merger Agreement, dated as of May 8, 2006, among Cellu Parent Corporation, Cellu Acquisition Corporation and Holdings and to permit... Holdings to make other payments in respect of adjustments to the merger consideration specified in such Merger Agreement; provided that the aggregate amount of Contingent Payment Distributions shall not exceed, at any time of determination, the lesser of (a) $20.0 million and (b) 1.5 multiplied by the excess, if any, of (I) the Highest Annual EBITDA (as defined in such Merger Agreement as in effect on the date hereof) of the Company during any fiscal year ending on or after February 28, 2007 over (II) $40.0 million; and provided further that any Contingent Payment Distributions made will be excluded in subsequent calculations of the amount of Restricted Payments. View More