Exhibit 10.7


 


CONSENT AND
GUARANTEE AGREEMENT


CONCERNING
AMENDED AND RESTATED PULP SUPPLY AGREEMENT


 


This
Consent and Guarantee Agreement (“Agreement”) is effective as of June 19,
2008 and is by and between Neenah Paper, Inc., a Delaware corporation (“NPI”)
and Kimberly-Clark Global Sales, LLC, a limited liability company (“K-C”).


 


WITNESSETH


 


WHEREAS
NPI and K-C are parties to the Amended and Restated Pulp Supply Agreement by
and between Neenah Paper, Inc. and Kimberly-Clark Global Sales, LLC (as
successor in interest to Kimberly-Clark Global Sales, Inc.) dated as of August 29,
2006 as amended to and including the date hereof (the “August 29 Agreement”);


 


WHEREAS
NPI desires to assign, delegate and transfer (the “Assignment”) all of its rights,
obligations and interests under the August 29 Agreement relating to the
Pictou, Nova Scotia Mill (the “Pictou R&O”) to Northern Pulp Nova Scotia
Corporation, a Nova Scotia unlimited company (“Northern Pulp”);


 


WHEREAS K-C is willing to grant its consent to the
Assignment if NPI guarantees the performance of Northern Pulp under the August 29
Agreement for a certain period;


 


NOW
THEREFORE in consideration of the foregoing premises, the mutual covenants
herein contained and intended to be legally bound hereby, NPI and K-C agree as
follows:


 


1.               Consent.  K-C hereby consents to NPI’s
Assignment of the Pictou R&O to Northern Pulp.  For greater certainty, from the date hereof
through June 30, 2008 NPI retains all rights, obligations and interests of
the August 29 Agreement as concerns the Terrace Bay Mill.


 


2.               Guarantee.  From the date hereof until the date that a
Guarantee Ending Event (as defined below) occurs, NPI unconditionally and
irrevocably guarantees the performance when due by Northern Pulp of the Pictou
R&O.


 


For the
purposes of this Agreement “Guarantee Ending Event” means the occurrence of any
one of (i) December 31, 2010 but provided that any unfulfilled
obligations arising before December 31, 2010 shall survive under this
Agreement until they are performed, (ii) Northern Pulp has delivered to K-C
384,000 ADMT of Pulp under the August 29 Agreement, (iii) Northern
Pulp and K-C have entered into a new contract which replaces the August 29
Agreement, or (iv) the August 29 Agreement is amended by K-C and
Northern Pulp to establish (a) a new volume of Pulp in excess of 384,000 ADMT
or (b) a new length of the contract beyond December 31, 2010 or (c) a
new discount for Pulp in excess of the current Discount.  Further, in the event that the August 29
Agreement is amended in a way other than a Guarantee Ending Event, and such
amendment is without the consent of NPI, then such amendment shall not serve to
increase the liability of NPI under this Agreement.


 


This
guaranty is a guaranty of performance, provided that K-C shall be obligated
before enforcing this guarantee to have made written demand (including by,
e-mail, fax or postal letter) for performance from Northern Pulp and the
Northern Pulp failure of performance shall have continued for three (3) business
days after such written demand has been made, but further provided that K-C
shall not be obligated to have exhausted all rights and remedies K-C may have
against Northern Pulp or commence any suit or other proceeding 


 


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against
Northern Pulp in any court or other tribunal or to make any claim in a
liquidation or bankruptcy of Northern Pulp.


 


The liability of NPI under this guaranty shall be
absolute and unconditional and shall not be released, suspended, discharged,
terminated or otherwise affected by any circumstance or occurrence whatsoever, except
as set forth herein.


 


NPI hereby
represents and warrants to K-C that NPI is a corporation duly organized,
validly existing and in good standing under the laws of the state of Delaware
and has all requisite corporate power and authority to conduct its business as
presently conducted and to enter into and perform its obligations under this
guarantee.


 


Except as
expressly set forth herein, NPI hereby waives promptness, diligence, notice of
acceptance and any other notice with respect to this guarantee, and covenants
that this Agreement will not be discharged, except by complete performance of
the Pictou R&O contained herein.


 


NPI assumes
all responsibility for being, and keeping itself, informed of Northern Pulp’s
financial condition and assets, and of all other circumstances bearing upon the
risk of non-performance of the Pictou R&O and the nature, scope and extent
of the risks that NPI assumes and incurs hereunder, and agrees that K-C will
not have any duty to advise NPI of information known to it regarding such
circumstances or risks, provided that K-C will promptly provide to NPI a copy
of any K-C written demand for performance by Northern Pulp of the Pictou
R&O.


 


3.               Miscellaneous.


 


Parties Bound/Assignment.  This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective legal representatives, successors, and permitted assigns.  Northern Pulp shall be a third party
beneficiary of this Agreement with respect to the consent of K-C to the
Assignment.  Neither party shall assign
or transfer any right, obligation or interest, under this Agreement without the
prior written consent of the other.


 


Notices.  All
notices and communications in connection with this Agreement shall be in
writing and shall be deemed complete upon transmittal by a recognized
international courier or by facsimile, with a confirmation of receipt,
addressed to the parties hereto at their respective addresses or facsimile numbers
set forth below:


 


if to Seller:


 


Neenah Paper, Inc.

Preston Ridge III, Suite 600


3460 Preston Ridge Road

Alpharetta, Georgia 30005

Attn: Chief Executive Officer

Phone: (678) 566-6500

Fax:  (678)  518-3283


 


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with
copy to:


 


Neenah
Paper, Inc.


Preston
Ridge III, Suite 600


3460
Preston Ridge Road

Alpharetta, Georgia 30005

Attn: General Counsel

Phone: (678) 566-6500

Fax:  (678)  518-3283


 


if
to K-C:


 


Kimberly-Clark
Global Sales, LLC

2300 Winchester Road

Neenah, WI  54956

Attn: Director Virgin Fiber Procurement

Phone: (920) 721-4116

Fax:  (920)  721-4976


 


with
copy to:


 


Chief
Counsel, NACP Operations

Kimberly-Clark Corporation

401 N. Lake Street

Neenah, WI 54957 – 0349

Phone:  (920) 721-2000

Fax:  (920) 721-8446


 


or any other address or fax number and to the
attention of any other person as either of the parties may specify hereafter by
written notice to the other.


 


Severability of Provisions. 
If any provision of this Agreement shall be determined to be invalid,
illegal or unenforceable under law, the validity and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


Construction. 
Should any part or provision of this Agreement require judicial
interpretation, the parties agree that the court interpreting such part or
provision shall not apply a presumption that the terms hereof shall be more
strictly construed against one party by reason of the rule of construction
that a document is to be more strictly construed against the party that itself
or through its agent prepared the same, it being agreed that the parties have
both participated in the preparation of this Agreement.


 


No Release.  The
rights, powers and remedies provided to K-C herein are cumulative and not exclusive
of any right, power or remedy provided at law or equity.  Failure or forbearance of K-C to exercise any
right hereunder or otherwise granted at law or equity shall not affect or
release NPI from its liability hereunder and shall not constitute a waiver of
such right unless so stated by K-C in writing, and then only in the specific
instance and for the specific purpose given.


 


Governing law. 
This Agreement shall be governed by and construed in accordance with the
law of the state of Wisconsin, excluding its choice of law provisions.


 


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Consent to Jurisdiction.  NPI agrees that any and all
actions arising under or in respect of this Agreement may be litigated in any
federal or state court of competent jurisdiction located in the State of
Wisconsin.  NPI irrevocably submits to
the personal and non-exclusive jurisdiction of such courts for itself and in
respect of its property with respect to such action.  NPI agrees that venue would be proper in any
of such courts, and hereby waives any objection that any such court is an
improper or inconvenient forum for the resolution of any such action.  NPI further agrees that the mailing by
certified or registered mail, return receipt requested, to the addresses specified
for notice in this Agreement of any process or summons required by any such
court shall constitute valid and lawful service of process against it, without
the necessity for service by any other means provided by statute or rule of
court.


 


Entire Agreement.  This
Agreement, including documents referenced herein, constitutes the entire
agreement between the parties related to the subject matter hereof, and cancels
and supersedes all prior or contemporaneous agreements, whether oral or
written, relating to the subject matter of this Agreement and all prior
agreements, negotiations, dealings and understandings, whether written or oral,
regarding the subject matter hereof are hereby superseded and merged into this
Agreement.  No conditions, usage of
trade, course of dealing or performance, understanding or agreement purporting
to modify, vary, explain or supplement the terms or conditions of this
Agreement shall be binding unless hereafter made in writing and signed by the
party to be bound, and no modification shall be effected by the acknowledgement
or acceptance of purchase order or shipping instruction, invoice or other forms
containing terms or conditions at variance with or in addition to those set
forth in this Agreement.


 


Counterparts.  This Agreement may be executed by the parties
in two or more counterparts, each of which shall be deemed an original, but
which together shall constitute one and the same agreement.


 


IN  WITNESS WHEREOF, this Agreement has been executed by the
duly authorized representatives of the parties as of the date first written
above.


 


	
  NEENAH PAPER, INC.

  	
   

  	
   

  	
  KIMBERLY-CLARK GLOBAL SALES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/
  STEVEN S. HEINRICHS

  	
   

  	
  BY:

  	
  /s/
  DAVID J. FADDIS

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Steven
  S. Heinrichs

  	
  Name:

  	
  David
  J. Faddis

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior
  Vice President,

  	
  Title:

  	
  Vice
  President, Family Care Product Supply

  
	
   

  	
  General
  Counsel and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:
  

  	
  June 20,
  2008

  	
  Date:

  	
  June 19,
  2008

  
						



 


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