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                                                                    Exhibit 10.1


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                              APPLETON PAPERS INC.

                                       AND

              THE PARTIES LISTED AS GUARANTORS ON EXHIBIT A HERETO


                                  $250,000,000


               12 1/2% Series A Senior Subordinated Notes due 2008

                               Purchase Agreement

                                December 11, 2001

                            BEAR, STEARNS & CO. INC.
                            TD SECURITIES (USA) INC.
                              ABN AMRO INCORPORATED
                         U.S. BANCORP PIPER JAFFRAY INC.


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                              Appleton Papers Inc.

                                  $250,000,000

               12 1/2% Series A Senior Subordinated Notes due 2008

                               PURCHASE AGREEMENT

                                                              December 11, 2001
                                                              New York, New York

BEAR, STEARNS & CO. INC.
TD SECURITIES (USA) INC.
ABN AMRO INCORPORATED
U.S. BANCORP PIPER JAFFRAY INC.
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167

Ladies & Gentlemen:

         Appleton Papers Inc., a Delaware corporation (the "Company"), proposes
to issue and sell to Bear, Stearns & Co. Inc. ("Bear Stearns"), TD Securities
(USA) Inc., ABN AMRO Incorporated and U.S. Bancorp Piper Jaffray Inc. (each, an
"Initial Purchaser" and, collectively, the "Initial Purchasers") $250,000,000 in
aggregate principal amount of 12 1/2% Series A Senior Subordinated Notes due
2008 (the "Series A Notes"), subject to the terms and conditions set forth
herein. The Series A Notes will be issued pursuant to an indenture (the
"Indenture"), to be dated the Closing Date (as defined), among the Company, the
Guarantors (as defined) and U.S. Bank National Association, as trustee (the
"Trustee"). The Notes (as defined) will be fully and unconditionally guaranteed
(the "Guarantees") as to payment of principal, interest, premium and liquidated
damages, if any, on an unsecured senior subordinated basis, jointly and
severally by each entity listed on Exhibit A hereto (collectively, the
                                   ---------
"Guarantors"). Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Indenture.

         The Notes (as defined) are being issued and sold in connection with the
acquisition, consummated on November 9, 2001, by Paperweight Development Corp.
and its wholly owned subsidiary at the time, New Appleton LLC (each a "Buyer"
and collectively, the "Buyers"), of 100% of the partnership interests in Arjo
Wiggins Delaware General Partnership ("AWDGP"), which owned, indirectly, all of
the issued and outstanding shares of capital stock of the Company, which
partnership interests were then owned by Arjo Wiggins U.S. Holdings Ltd. and
Arjo Wiggins North America Investments Ltd. (each, a "Seller" and collectively,
the "Sellers"), pursuant to a purchase agreement dated as of July 5, 2001 (the
"Acquisition Agreement") for a total consideration of $810 million, which
included the present value of the Deferred Payment Obligation (as defined)
issued to one of the Sellers, plus proceeds of $7.4 million from the sale of the
Company's Harrisburg, PA facility (the "Acquisition"). In order to (a) pay for
the Acquisition, (b) refinance certain of the Company's and its subsidiaries'
existing debt concurrently with the Acquisition and (c) pay certain fees and
expenses associated with the

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Acquisition and the financing thereof, (i) the Company (x) entered into new
revolving credit and term loan facilities in the amount of $340 million pursuant
to a credit agreement dated November 8, 2001 among the Company, Paperweight
Development Corp., the several lenders party thereto, Bear Stearns, as sole lead
arranger and sole bookrunner, Bear Stearns Corporate Lending Inc., as
syndication agent, U.S. Bank National Association d/b/a Firstar Bank, N.A. and
LaSalle Bank National Association, as documentation agents, M&I Marshall &
Ilsley Bank, as managing agent, Associated Bank, N.A. as co-agent and Toronto
Dominion (Texas), Inc. as administrative agent (the "Credit Agreement"), and, to
induce the lenders thereto to enter into the Credit Agreement, the Company,
Paperweight Development Corp., New Appleton LLC, AWDGP, Appleton Investments
L.L.C. and WTA Inc. entered into a related guarantee and collateral agreement
dated November 8, 2001 in favor of Toronto Dominion (Texas), Inc., the
administrative agent for the lenders party to the Credit Agreement (the
"Guarantee Agreement") (y) used $106,843,717.13 from elections made by certain
employees of the Company, through the Company's employee stock ownership plan
(the "ESOP"), to direct the transfer of account balances to the Company Stock
Fund established under the Company's Retirement Savings and Employee Stock
Ownership Plan (the "Equity Financing") and (z) issued and sold a senior
subordinated note due 2008, in the principal amount of $250,000,000, to Arjo
Wiggins Appleton p.l.c., now known as Arjo Wiggins Appleton Limited, which is an
indirect parent company of the Sellers ("AWA") (the "Acquisition Note") and (ii)
Paperweight Development Corp. became liable for a deferred payment obligation of
approximately $320 million to be paid to one of the Sellers eight and one-half
years after the closing of the Acquisition pursuant to the terms and conditions
set forth in Schedule 2.3 of the Acquisition Agreement (which is the
mathematical equivalent of a $140 million principal amount obligation issued on
the closing date of the Acquisition accruing interest at a rate of 10% per year,
compounded semi-annually) (the "Deferred Payment Obligation"). The Company
intends to redeem the Acquisition Note with the proceeds of the Notes (as
defined).

         In connection with the Acquisition, the Company, the Buyers and AWA
entered into an indemnification agreement dated November 9, 2001 related to the
Lower Fox River under which AWA agreed to indemnify the Buyers for all
governmental and third party liabilities related to the past discharge of
polychlorinated biphenyls from the Company's Appleton, Wisconsin plant or
otherwise relating to the manufacture of carbonless paper at various locations,
including the Lower Fox River (the "Fox River Liabilities") (and such agreement,
the "Fox River AWA Environmental Indemnity Agreement") and the Company and the
Buyers entered into an indemnification agreement dated November 9, 2001 related
to the Lower Fox River under which the Buyers agreed to indemnify the Company
for the Fox River Liabilities (the "Fox River PDC Environmental Indemnity
Agreement" and together with the Fox River AWA Environmental Indemnity
Agreement, the "Environmental Indemnity Agreements"). To provide financial
assurance that AWA will be able to meet its indemnification obligations under
the Fox River AWA Environmental Indemnity Agreement, AWA provided financial
assurance, including, but not limited to, a credit enhancement in the form of an
indemnity claim insurance policy issued on November 9, 2001 by Commerce &
Industry Insurance Company ("CIIC") that provides security for AWA's payment of
the Fox River Liabilities (the "Policy"). In connection with the Policy and the
Environmental Indemnity Agreements (a) the Company, Paperweight Development
Corp., New Appleton LLC and AWA entered into a Security Agreement dated November
9, 2001 (the "Fox River Security Agreement"), (b) Arjo Wiggins Appleton
(Bermuda) Limited ("AWA Bermuda") and AWA entered into an Assignment and
Assumption

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Deed dated November 9, 2001 pursuant to which AWA Bermuda agreed to assume
certain liabilities of AWA relating to the Fox River AWA Environmental Indemnity
Agreement and to accept an assignment of AWA's rights under the Fox River AWA
Environmental Indemnity Agreement (the "Assumption Agreement"), (c) AWA, Arjo
Wiggins (Bermuda) Holdings Limited, Paperweight Development Corp., PDC Capital
Corporation and AWA Bermuda entered into a Relationship Agreement dated November
9, 2001 (the "Relationship Agreement") and (d) AWA Bermuda and the Company
entered into a Collateral Assignment dated November 9, 2001 (the "Bermuda
Security Agreement").

         Subsequent to November 9, 2001 (a) Appleton International Sales Inc.
was liquidated into the Company, (b) Appleton Investments L.L.C. was liquidated
into AWDGP, (c) AWDGP was merged into the Company and (d) New Appleton LLC was
liquidated into Paperweight Development Corp. (the "Restructuring", with
Appleton International Sales Inc., New Appleton LLC, Appleton Investments L.L.C.
and AWDGP being referred to collectively as the "Restructured Entities").

         In connection with the transactions contemplated in the previous
paragraph, Appleton International Sales Inc., Appleton Investments L.L.C., New
Appleton LLC and AWDGP ceased to exist, Paperweight Development Corp. became the
successor in interest to New Appleton LLC and the Company became the successor
in interest to each of Appleton International Sales Inc., Appleton Investments
L.L.C. and AWDGP.

         1.     Issuance of Securities. The Company proposes, upon the terms and
                ----------------------
subject to the conditions set forth herein, to issue and sell to the Initial
Purchasers an aggregate of $250,000,000 in principal amount of Series A Notes.
The Series A Notes and the Series B Notes (as defined) issuable in exchange
therefor are collectively referred to herein as the "Notes."

         Upon original issuance thereof, and until such time as the same is no
longer required under the applicable requirements of the Securities Act of 1933,
as amended (the "Act"), the Series A Notes (and all securities issued in
exchange therefor or in substitution thereof) shall bear the following legend:

                "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
                ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
                UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS
                AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED
                HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
                ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
                THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
                HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
                FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
                BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED
                HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH
                SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
                (1)(a) IN THE UNITED

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                STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
                QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
                SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
                RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
                TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
                ACT, (c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
                UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL "ACCREDITED
                INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF THE
                SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR")) THAT,
                PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
                CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF
                WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS
                IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN
                $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO APPLETON PAPERS
                INC. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT
                OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
                REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON
                AN OPINION OF COUNSEL IF APPLETON PAPERS INC. SO REQUESTS), (2)
                TO APPLETON PAPERS INC. OR (3) PURSUANT TO AN EFFECTIVE
                REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
                APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
                ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND
                EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM
                IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS
                SET FORTH IN (A) ABOVE."

         2.     Offering. The Series A Notes will be offered and sold to the
                --------
Initial Purchasers pursuant to an exemption from the registration requirements
under the Act. The Company has prepared a preliminary offering memorandum, dated
November 27, 2001 (the "Preliminary Offering Memorandum"), and a final offering
memorandum, dated December 11, 2001 (the "Offering Memorandum"), relating to the
Company and its subsidiaries and the Series A Notes.

         The Initial Purchasers have advised the Company that the Initial
Purchasers will make offers (the "Exempt Resales") of the Series A Notes on the
terms set forth in the Offering Memorandum, as amended or supplemented, solely
to (i) persons whom the Initial Purchasers reasonably believe to be "qualified
institutional buyers," as defined in Rule 144A under the Act ("QIBs") and (ii)
non-U.S. persons outside the United States (each, a "Reg S Investor") in
reliance upon and as defined in Regulation S under the Act ("Regulation S"). The
QIBs and the Reg S Investors are collectively referred to herein as the
"Eligible Purchasers." The Initial Purchasers will offer the Series A Notes to
such Eligible Purchasers initially at a price equal to 100% of the principal
amount thereof. Such price may be changed at any time without notice.

                                       4

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         Holders (including subsequent transferees) of the Series A Notes will
have the registration rights set forth in the registration rights agreement
relating thereto (the "Registration Rights Agreement"), to be dated the Closing
Date, for so long as such Series A Notes constitute "Transfer Restricted
Securities" (as defined in the Registration Rights Agreement). Pursuant to the
Registration Rights Agreement, the Company and the Guarantors will agree to file
with the Securities and Exchange Commission (the "Commission"), under the
circumstances set forth therein, (i) a registration statement under the Act (the
"Exchange Offer Registration Statement") relating to the Company's 12 1/2%
Series B Senior Subordinated Notes due 2008 (the "Series B Notes") and
Guarantees thereof to be offered in exchange for the Series A Notes and
Guarantees thereof (the "Exchange Offer") and (ii) a shelf registration
statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement"
and, together with the Exchange Offer Registration Statement, the "Registration
Statements") relating to the resale by certain holders of the Series A Notes,
and to use their reasonable best efforts to cause such Registration Statements
to be declared effective and to consummate the Exchange Offer. This Agreement,
the Notes, the Guarantees, the Indenture, the Registration Rights Agreement, the
Credit Agreement, the Guarantee Agreement, the Acquisition Agreement and all
attachments thereto, including the Deferred Payment Obligation, the
Environmental Indemnity Agreements, the Fox River Security Agreement, the
Relationship Agreement, the Assumption Agreement, the Bermuda Security
Agreement, the Policy and the Security Holders Agreements (as defined) are
hereinafter referred to collectively as the "Operative Documents."

         3.     Purchase, Sale and Delivery. (a) (a) On the basis of the
                ---------------------------
representations, warranties and covenants contained in this Agreement, and
subject to its terms and conditions, the Company agrees to issue and sell to the
Initial Purchasers, and each of the Initial Purchasers agrees, severally and not
jointly, to purchase from the Company the principal amounts of Series A Notes
set forth opposite the name of such Initial Purchaser on Schedule I. The
purchase price for the Series A Notes will be $1000 per $1,000 principal amount
Series A Note.

         (b)    Delivery of the Series A Notes shall be made, against payment of
the purchase price therefor, at the offices of Latham & Watkins, New York, New
York or such other location as may be mutually acceptable. Such delivery and
payment shall be made at 9:00 a.m., New York City time, on December 14, 2001 or
at such other time as shall be agreed upon by the Initial Purchasers and the
Company. The time and date of such delivery and payment are herein called the
"Closing Date."

         (c)    On the Closing Date, one or more Series A Notes in definitive
global form, registered in the name of Cede & Co., as nominee of The Depository
Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate
principal amount of the Series A Notes (the "Global Note") sold pursuant to
Exempt Resales to Eligible Purchasers shall be delivered by the Company to the
Initial Purchasers (or as the Initial Purchasers direct), against payment by the
Initial Purchasers of the gross proceeds of the offering of the Notes, by wire
transfer of same day funds, to an account designated by the Company, provided
that the Company shall give at least two business days' prior written notice to
the Initial Purchasers of the information required to effect such wire transfer,
and further provided that the Initial Purchasers shall have previously received
their discounts and commissions and all reasonable and customary out-of-pocket
expenses (including, without limitation, reasonable fees and disbursements of
counsel, and of other consultants and advisors retained by the Initial

                                       5

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Purchasers) in respect of the purchase of the Notes, by wire transfer of same
day funds, to an account designated by the Initial Purchasers, and acknowledged
receipt of the same. The Global Note shall be made available to the Initial
Purchasers for inspection not later than 9:30 a.m. on the business day
immediately preceding the Closing Date.

         4.     Agreements of the Company and the Guarantors.  Each of the
                --------------------------------------------
Company and the Guarantors covenants and agrees with the Initial Purchasers as
follows:

                (a)     To advise the Initial Purchasers promptly and, if
         requested by the Initial Purchasers, confirm such advice in writing,
         (i) of the issuance by any state securities commission of any stop
         order suspending the qualification or exemption from qualification of
         any Notes or the related Guarantees for offering or sale in any
         jurisdiction, or the initiation of any proceeding for such purpose by
         any state securities commission or other regulatory authority and (ii)
         of the happening of any event that makes any statement of a material
         fact made in the Preliminary Offering Memorandum or the Offering
         Memorandum untrue or that requires the making of any additions to or
         changes in the Preliminary Offering Memorandum or the Offering
         Memorandum in order to make the statements therein, in the light of the
         circumstances under which they are made, not misleading. The Company
         and the Guarantors shall use their best efforts to prevent the issuance
         of any stop order or order suspending the qualification or exemption of
         any Notes or the related Guarantees under any state securities or Blue
         Sky laws and, if at any time any state securities commission or other
         regulatory authority shall issue an order suspending the qualification
         or exemption of any Notes or the related Guarantees under any state
         securities or Blue Sky laws, the Company and the Guarantors shall use
         their respective reasonable best efforts to obtain the withdrawal or
         lifting of such order at the earliest possible time.

                (b)     To furnish the Initial Purchasers and those persons
         identified by the Initial Purchasers to the Company, without charge, as
         many copies of the Preliminary Offering Memorandum and the Offering
         Memorandum and any amendments or supplements thereto, as the Initial
         Purchasers may reasonably request. The Company and the Guarantors
         consent to the use of the Preliminary Offering Memorandum and the
         Offering Memorandum, and any amendments and supplements thereto
         required pursuant hereto, by the Initial Purchasers in connection with
         Exempt Resales.

                (c)     Not to amend or supplement the Preliminary Offering
         Memorandum or the Offering Memorandum during such period as in the
         opinion of counsel for the Initial Purchasers the Preliminary Offering
         Memorandum or the Offering Memorandum is required by law to be
         delivered in connection with Exempt Resales and in connection with
         market-making activities of the Initial Purchasers for so long as any
         Series A Notes are outstanding unless the Initial Purchasers shall
         previously have been advised thereof and shall not have reasonably
         objected thereto within a reasonable time after being furnished a copy
         thereof. The Company and the Guarantors shall promptly prepare, upon
         the Initial Purchasers' request, any amendment or supplement to the
         Preliminary Offering Memorandum or the Offering Memorandum that may be
         necessary or advisable in connection with such Exempt Resales or such
         market making activities.

                                       6

<PAGE>

                (d)    If, during the period referred to in 4(c) above, any
         event shall occur as a result of which, in the judgment of the Company
         and the Guarantors or in the reasonable opinion of counsel for the
         Company and the Guarantors or counsel for the Initial Purchasers, it
         becomes necessary or advisable to amend or supplement the Preliminary
         Offering Memorandum or the Offering Memorandum in order to make the
         statements therein, in the light of the circumstances when such
         Offering Memorandum is delivered to an Eligible Purchaser, not
         misleading, or if it is necessary or advisable to amend or supplement
         the Preliminary Offering Memorandum or the Offering Memorandum to
         comply with applicable law, (i) to notify the Initial Purchasers and
         (ii) forthwith to prepare an appropriate amendment or supplement to
         such Preliminary Offering Memorandum or the Offering Memorandum so that
         the statements therein as so amended or supplemented will not, in the
         light of the circumstances when it is so delivered, be misleading, or
         so that such Preliminary Offering Memorandum or the Offering Memorandum
         will comply with applicable law.

                (e)     To cooperate with the Initial Purchasers and counsel for
         the Initial Purchasers in connection with the qualification or
         registration of the Series A Notes and the Guarantees thereof under the
         securities or Blue Sky laws of such jurisdictions as the Initial
         Purchasers may reasonably request and to continue such qualification in
         effect so long as required for the Exempt Resales; provided, however,
         that neither the Company nor any Guarantor shall be required in
         connection therewith to register or qualify as a foreign entity where
         it is not now so qualified or to take any action that would subject it
         to service of process in suits or taxation, in each case, other than as
         to matters and transactions relating to the Preliminary Offering
         Memorandum, the Offering Memorandum or Exempt Resales, in any
         jurisdiction where it is not now so subject.

                (f)     Whether or not the transactions contemplated by this
         Agreement including, but not limited to, the transactions described in
         the Operative Documents, are consummated or this Agreement becomes
         effective or is terminated, to pay all costs, expenses, fees and taxes
         incident to the performance of the obligations of the Company and the
         Guarantors hereunder, including in connection with: (i) the
         preparation, printing, filing and distribution of the Preliminary
         Offering Memorandum and the Offering Memorandum (including, without
         limitation, financial statements) and all amendments and supplements
         thereto required pursuant hereto, (ii) the preparation (including,
         without limitation, duplication costs) and delivery of all agreements,
         correspondence and all other documents prepared and delivered in
         connection herewith and with the Exempt Resales, (iii) the issuance,
         transfer and delivery of the Series A Notes and the Guarantees endorsed
         thereon to the Initial Purchasers, (iv) the qualification or
         registration of the Notes and the related Guarantees for offer and sale
         under the securities or Blue Sky laws of the several states (including,
         without limitation, the cost of printing and mailing a preliminary and
         final Blue Sky Memorandum and the reasonable fees and disbursements of
         one counsel for the Initial Purchasers relating thereto), (v)
         furnishing such copies of the Preliminary Offering Memorandum and the
         Offering Memorandum, and all amendments and supplements thereto, as may
         be requested for use in connection with Exempt Resales, (vi) the
         preparation of certificates for the Notes (including, without
         limitation, printing and engraving thereof), (vii) the fees,
         disbursements and expenses of the Company's and the Guarantors' counsel
         and accountants, (viii) all fees and expenses (including fees and

                                       7

<PAGE>

         expenses of counsel) of the Company and the Guarantors in connection
         with the approval of the Notes by DTC for "book-entry" transfer, (ix)
         rating the Notes by rating agencies, (x) the reasonable fees and
         expenses of the Trustee and its counsel, (xi) the performance by the
         Company and the Guarantors of their other obligations under this
         Agreement and the other Operative Documents and (xii) "roadshow" travel
         and other expenses incurred in connection with the marketing and sale
         of the Notes upon presentation of reasonably satisfactory
         documentation.

                (g)     To use the proceeds from the sale of the Series A Notes
         in the manner described in the Offering Memorandum under the caption
         "Use of Proceeds."

                (h)     Not to voluntarily claim, and to resist actively any
         attempts to claim, the benefit of any usury laws against the holders of
         any Notes.

                (i)     To do and perform all things required or necessary to be
         done and performed by them under this Agreement and the other Operative
         Documents prior to or after the Closing Date and to satisfy all
         conditions precedent on their part to the delivery of the Series A
         Notes and the Guarantees thereof.

                (j)     Not to sell, offer for sale or solicit offers to buy or
         otherwise negotiate in respect of any security (as defined in the Act)
         that would be integrated with the sale of the Series A Notes in a
         manner that would require the registration under the Act of the sale to
         the Initial Purchasers or the Eligible Purchasers of the Series A Notes
         or to take any other action that would result in the Exempt Resales not
         being exempt from registration under the Act.

                (k)     For so long as any of the Notes remain outstanding and
         during any period in which the Company and the Guarantors are not
         subject to Section 13 or 15(d) of the Securities Exchange Act of 1934,
         as amended (the "Exchange Act"), to make available to any holder or
         beneficial owner of Series A Notes in connection with any sale thereof
         and any prospective purchaser of such Series A Notes from such holder
         or beneficial owner, the information required by Rule 144A(d)(4) under
         the Act.

                (l)     To cause the Exchange Offer to be made in the
         appropriate form to permit registered Series B Notes and the Guarantees
         thereof to be offered in exchange for the Series A Notes and the
         Guarantees thereof and to comply with all applicable federal and state
         securities laws in connection with the Exchange Offer.

                (m)     To comply with all of its agreements set forth in the
         Registration Rights Agreement and all of its agreements set forth in
         the representation letters to DTC relating to the approval of the Notes
         by DTC for "book-entry" transfer.

                (n)     To effect the inclusion of the Notes in PORTAL and to
         obtain approval of the Series A Notes by DTC for "book-entry" transfer.

                (o)     During a period of three years following the Closing
         Date, to deliver without charge to the Initial Purchasers, as they may
         reasonably request, promptly upon their becoming available, copies of
         (i) all reports or other publicly available information

                                        8

<PAGE>

         that the Company and the Guarantors shall mail or otherwise make
         available to their securityholders (except for communications which
         relate to employment matters and other communications customarily
         provided by the Company to its employees in their capacity as
         employees) and (ii) all reports, financial statements and proxy or
         information statements filed by the Company with the Commission or any
         national securities exchange and such other publicly available
         information concerning the Company, any of its subsidiaries or any of
         the Guarantors, including without limitation, press releases.

                (p)     Prior to the Closing Date, to furnish to the Initial
         Purchasers, as soon as they have been prepared in the ordinary course
         by the Company, copies of any unaudited interim financial statements
         for any period subsequent to the periods covered by the financial
         statements appearing in the Offering Memorandum.

                (q)     Not to take, directly or indirectly, any action designed
         to, or that might reasonably be expected to, cause or result in
         stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Notes. Except as
         permitted by the Act, neither the Company nor any Guarantor will
         distribute any (i) preliminary offering memorandum, including, without
         limitation, the Preliminary Offering Memorandum, (ii) offering
         memorandum, including, without limitation, the Offering Memorandum, or
         (iii) other offering material in connection with the offering and sale
         of the Notes.

                (r)     To take all reasonable action necessary to enable
         Investors Services, Inc. (Moody's) and Standard & Poor's Ratings
         Services to provide their respective initial credit ratings on the
         Series A Notes.

                (s)     To represent the Series A Notes sold in reliance on
         Regulation S upon issuance by temporary global securities that may not
         be exchanged for definitive securities until the expiration of the
         40-day distribution compliance period referred to in Rule 903(b)(3) of
         the Act and only upon certification of beneficial ownership of such
         Series A Notes by non-U.S. persons or U.S. persons who purchased such
         Series A Notes in transactions that were exempt from the registration
         requirements of the Act.

                (t)     During the period from the date hereof until 90 days
         after the Closing Date, not to offer, sell, contract to sell or
         otherwise dispose of any debt securities of the Company or any
         Guarantor or warrants to purchase debt securities of the Company or any
         Guarantor substantially similar to the Notes (other than (i) the Notes,
         (ii) the Guarantees and (iii) intercompany debt between the Company and
         its affiliates permitted by the Indenture to be incurred) or to
         announce any intention to do any of the foregoing, without the prior
         written consent of Bear Stearns, on behalf of the Initial Purchasers.

         5.     Representations and Warranties.  (a) The Company and the
                ------------------------------
Guarantors, jointly and severally, represent and warrant to the Initial
Purchasers that:

                (i)     The Preliminary Offering Memorandum as of its date does
         not, and the Offering Memorandum as of its date and as of the Closing
         Date does not and will not, and any supplement or amendment to them
         will not, contain any untrue statement of a

                                       9

<PAGE>

         material fact or omit to state any 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,
         except that the representations and warranties contained in this
         paragraph shall not apply to statements in or omissions from the
         Preliminary Offering Memorandum and the Offering Memorandum (or any
         supplement or amendment thereto) made in reliance upon and in
         conformity with information relating to the Initial Purchasers
         furnished to the Company and the Guarantors in writing by the Initial
         Purchasers expressly for use therein. No stop order preventing the use
         of the Preliminary Offering Memorandum or the Offering Memorandum, or
         any amendment or supplement thereto, or any order asserting that any of
         the transactions contemplated by this Agreement are subject to the
         registration requirements of the Act, has been issued.

                (ii)    Each of the Company and its subsidiaries (A) has been
         duly incorporated and is validly existing as a corporation in good
         standing (or in active status, as the case may be) under the laws of
         its jurisdiction of incorporation, (B) has all requisite corporate
         power and authority to carry on its business as it is currently being
         conducted and as described in the Offering Memorandum and to own, lease
         and operate its properties and (C) is duly qualified and is in good
         standing (or in active status, as the case may be) as a foreign
         corporation, authorized to do business in each jurisdiction in which
         the nature of its business or its ownership or leasing of property
         requires such qualification, except where the failure to be so
         qualified could not reasonably be expected to (x) result, individually
         or in the aggregate, in a material adverse effect on the properties,
         business, results of operations, condition (financial or otherwise),
         affairs or prospects of the Company, its subsidiaries and the
         Guarantors, taken as a whole (y) interfere with or adversely affect the
         issuance or marketability of the Notes or (z) in any manner draw into
         question the validity of this Agreement or any other Operative Document
         or the transactions described in the Offering Memorandum under the
         caption "Use of Proceeds" (any of the events set forth in clauses (x),
         (y) or (z), a "Material Adverse Effect").

                (iii)   Paperweight Development Corp. (A) has been duly
         incorporated and is validly existing as a corporation in active status
         under the laws of Wisconsin, (B) has all requisite corporate power and
         authority to carry on its business as it is currently being conducted
         and as described in the Offering Memorandum and to own, lease and
         operate its properties and (C) is duly qualified and is in good
         standing (or in active status, as the case may be) as a foreign
         corporation, authorized to do business in each jurisdiction in which
         the nature of its business or its ownership or leasing of property
         requires such qualification, except where the failure to be so
         qualified could not reasonably be expected to have a Material Adverse
         Effect.

                (iv)    Each of PDC Capital Corporation and AWA Bermuda (A) has
         been duly incorporated or formed and is validly existing as a
         corporation or limited liability company in good standing under the
         laws of Delaware and the Islands of Bermuda, respectively, (B) has all
         requisite corporate or limited liability company power and authority to
         carry on its business and to own, lease and operate its properties and
         (C) is duly qualified and in good standing (or in active status, as the
         case may be) as a foreign corporation or limited liability company,
         authorized to do business in each jurisdiction where the nature of its
         business or its ownership or leasing of property requires such

                                       10

<PAGE>

         qualification, except where the failure to be so qualified could not
         reasonably be expected to have a Material Adverse Effect.

                (v)     All of the outstanding capital stock of each subsidiary
         of the Company is owned, directly or indirectly, by the Company; all
         such capital stock is owned free and clear of any security interest,
         claim, lien, limitation on voting rights or encumbrance, except for any
         such security interest, claim, lien, limitation on voting rights or
         encumbrance pursuant to the Credit Agreement; and all such securities
         have been duly authorized, and validly issued, and are fully paid and
         nonassessable (except as provided by Section 180.0622(2)(b) of the
         Wisconsin Business Corporation Law and successor statutes and judicial
         interpretations thereof) and were not issued in violation of any
         preemptive or similar rights.

                (vi)    Paperweight Development Corp. has no subsidiaries other
         than the entities listed on Exhibit B attached hereto and all of the
                                     ---------
         issued and outstanding capital stock of Paperweight Development Corp.
         has been duly authorized, and validly issued, and is fully paid and
         nonassessable (except as provided by Section 180.0622(2)(b) of the
         Wisconsin Business Corporation Law and successor statutes and judicial
         interpretations thereof) and was not issued in violation of any
         preemptive or similar rights and is owned of record by the Company's
         Retirement Savings and Employee Stock Ownership Plan (the "Plan").

                (vii)   Each of (a) the liquidation of Appleton International
         Sales Inc. into the Company, (b) the liquidation of Appleton
         Investments L.L.C. into AWDGP, (c) the merger of AWDGP into the Company
         and (d) the liquidation of New Appleton LLC into Paperweight
         Development Corp. was duly and validly authorized by all applicable
         corporate, limited liability company or general partnership action, as
         the case may be, and consummated in accordance with all applicable
         laws, rules and regulations.

                (viii)  There are not currently any outstanding subscriptions,
         rights, warrants, calls, commitments of sale or options to acquire, or
         instruments convertible into or exchangeable for, any capital stock or
         other equity interest of the Company, any subsidiary of the Company,
         any of the Guarantors, PDC Capital Corporation or AWA Bermuda, except
         as disclosed in the Offering Memorandum.

                (ix)    When the Series A Notes and the Guarantees thereof are
         issued and delivered pursuant to this Agreement, no Series A Note or
         Guarantee thereof will be of the same class (within the meaning of Rule
         144A under the Act) as securities of the Company or any Guarantor that
         are listed on a national securities exchange registered under Section 6
         of the Exchange Act or that are quoted in a United States automated
         inter-dealer quotation system.

                (x)     Each of the Company and the Guarantors has all requisite
         corporate or limited liability company power and authority to execute,
         deliver and perform its obligations under this Agreement and each of
         the other Operative Documents to which it is a party and to consummate
         the transactions contemplated hereby and thereby, including, without
         limitation, the corporate or limited liability company power and

                                       11

<PAGE>

         authority to issue, sell and deliver the Notes and to issue and deliver
         the related Guarantees as provided herein and therein.

                (xi)    The Acquisition has been duly authorized by all
         necessary corporate or limited liability company action, as applicable,
         on the part of the Company and each of the Buyers, including, to the
         extent required by applicable law, all action by their respective
         boards of directors or members and stockholders or holders of
         membership interests.

                (xii)   The amendment to the Plan which formed the ESOP
         component of the Plan has been duly authorized by the Company.

                (xiii)  The ESOP has been established, operated and maintained
         at all times in compliance with the Employee Retirement Income Security
         Act of 1974, as amended ("ERISA"), the Internal Revenue Code (the
         "Code") and all other applicable laws, except for such noncompliance
         which could not, individually or in the aggregate, reasonably be
         expected to have a Material Adverse Effect.

                (xiv)   The ESOP is qualified pursuant to Section 401(a) of the
         Code and the trust pursuant thereto is tax exempt under Section 501(a)
         of the Code. The ESOP constitutes an "employee stock ownership plan"
         within the meaning of Section 4975(e) of the Code which is primarily
         invested in qualifying employer securities within the meaning of
         Section 409(l) of the Code.

                (xv)    Paperweight Development Corp. qualifies as a "small
         business corporation" under Section 1361(b)(1) of the Code and has made
         a valid election to be treated as an "S Corporation" under Subchapter S
         of the Code, and has filed all forms and taken all other actions
         necessary to qualify and elect that each of its domestic subsidiaries
         (other than any such subsidiary that is an "Ineligible Corporation"
         under Section 1361(b)(2) of the Code) be treated as a "qualified
         subchapter S subsidiary," and each such entity so qualifies and such
         elections are effective in each case for U.S. federal income tax
         purposes and in accordance with all applicable laws.

                (xvi)   The Equity Financing has been duly authorized by all
         necessary corporate action on the part of the Company and Paperweight
         Development Corp., including, to the extent required by applicable law,
         all action by their respective boards of directors and stockholders;
         the ESOP validly obtained elections to transfer, and did transfer,
         $106,843,717.13 to the ESOP in compliance with applicable law; and upon
         completion of the Equity Financing the ESOP became the owner of 100% of
         the common stock of Paperweight Development Corp. as described in the
         Offering Memorandum. The Offering Memorandum contains a summary of the
         terms of the Equity Financing which summary is accurate in all material
         respects.

                (xvii)  This Agreement has been duly and validly authorized,
         executed and delivered by the Company and each Guarantor and, assuming
         it has been duly authorized, executed and delivered by the Initial
         Purchasers, is the legal, valid and binding agreement of the Company
         and each Guarantor, enforceable against each of them in accordance with

                                       12

<PAGE>

         its terms, subject to applicable bankruptcy, insolvency, fraudulent
         conveyance, reorganization or similar laws affecting the rights of
         creditors generally and subject to general principles of equity.

                (xviii) The Indenture has been duly and validly authorized by
         the Company and each Guarantor and, when duly executed and delivered by
         the Company and each Guarantor, assuming it is duly authorized,
         executed and delivered by the Trustee, will be the legal, valid and
         binding agreement of the Company and each Guarantor, enforceable
         against each of them in accordance with its terms, subject to
         applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization or similar laws affecting the rights of creditors
         generally and subject to general principles of equity. On the Closing
         Date, the Indenture will conform in all material respects to the
         requirements of the Trust Indenture Act of 1939, as amended (the "Trust
         Indenture Act"), and the rules and regulations of the Commission
         applicable to an indenture which is qualified thereunder. The Offering
         Memorandum contains a summary of the terms of the Indenture, which
         summary is accurate in all material respects.

                (xix)   The Registration Rights Agreement has been duly and
         validly authorized by the Company and each Guarantor and, when duly
         executed and delivered by the Company and each Guarantor, assuming it
         is duly authorized, executed and delivered by the Initial Purchasers,
         will be the legal, valid and binding obligation of the Company and each
         Guarantor, enforceable against each of them in accordance with its
         terms, subject to applicable bankruptcy, insolvency, fraudulent
         conveyance, reorganization or similar laws affecting the rights of
         creditors generally and subject to general principles of equity. The
         Offering Memorandum contains a summary of the terms of the Registration
         Rights Agreement which summary is accurate in all material respects.

                (xx)    The Credit Agreement has been duly and validly
         authorized, executed and delivered by the Company and Paperweight
         Development Corp., assuming it has been duly authorized, executed and
         delivered by the other parties thereto, is the legal, valid and binding
         obligation of the Company and Paperweight Development Corp.,
         enforceable against each of them in accordance with its terms, subject
         to applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization or similar laws affecting the rights of creditors
         generally and subject to general principles of equity. The Offering
         Memorandum contains a summary of the terms of the Credit Agreement
         which summary is accurate in all material respects.

                (xxi)   The Guarantee Agreement has been duly and validly
         authorized, executed and delivered by the Company, Paperweight
         Development Corp., New Appleton LLC, AWDGP, Appleton Investments L.L.C.
         and WTA Inc. and, assuming it has been duly authorized, executed and
         delivered by the administrative agent thereto, is the legal, valid and
         binding obligation of the Company (both as a party thereto and, as a
         result of the Restructuring, as a successor in interest to AWDGP and
         Appleton Investments L.L.C.) and Paperweight Development Corp. (both as
         a party thereto and, as a result of the Restructuring, as the successor
         in interest to New Appleton LLC), enforceable against each of them in
         accordance with its terms, subject to applicable bankruptcy,
         insolvency, fraudulent conveyance, reorganization or similar laws
         affecting the rights of creditors

                                       13

<PAGE>

         generally and subject to general principles of equity. The Offering
         Memorandum contains a summary of the terms of the Credit Agreement
         which summary is accurate in all material respects.

                (xxii)  The Acquisition Agreement and all attachments thereto,
         including the Deferred Payment Obligation, have been duly and validly
         authorized, executed and delivered by each of the Buyers and, assuming
         they have been duly authorized, executed and delivered by the other
         parties thereto, are the legal, valid and binding obligations of
         Paperweight Development Corp. (both as a party thereto and, as a result
         of the Restructuring, as the successor in interest to New Appleton
         LLC), enforceable against it in accordance with its terms, subject to
         applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization or similar laws affecting the rights of creditors
         generally and subject to general principles of equity. The Offering
         Memorandum contains a summary of the terms of the Acquisition Agreement
         and all attachments thereto, including the Deferred Payment Obligation,
         which summary is accurate in all material respects.

                (xxiii) The Assumption Agreement has been duly authorized,
         executed and delivered by AWA Bermuda and, assuming it has been duly
         authorized, executed and delivered by AWA, is the legal, valid and
         binding obligation of AWA Bermuda, enforceable against it in accordance
         with its terms, subject to applicable bankruptcy, insolvency,
         fraudulent conveyance, reorganization or similar laws affecting the
         rights of creditors generally and subject to general principals of
         equity. The Offering Memorandum contains a summary of the terms of the
         Assumption Agreement which summary is accurate in all material
         respects.

                (xxiv)  Each of the Fox River AWA Environmental Indemnity
         Agreement and the Fox River PDC Environmental Indemnity Agreement has
         been duly and validly authorized, executed and delivered by the
         Company, Paperweight Development Corp. and New Appleton LLC, as the
         case may be, and, assuming the due authorization, execution and
         delivery by AWA of the Fox River AWA Environmental Indemnity Agreement,
         is the legal, valid and binding obligation of the Company and
         Paperweight Development Corp. (both as a party thereto and, as a result
         of the Restructuring, as the successor in interest to New Appleton
         LLC), enforceable against each of them in accordance with its terms,
         subject to applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization or similar laws affecting the rights of creditors
         generally and subject to general principles of equity. The Offering
         Memorandum contains a summary of the terms of the Fox River AWA
         Environmental Indemnity Agreement and the Fox River PDC Environmental
         Indemnity Agreement and such summaries are accurate in all material
         respects.

                (xxv)   The Policy has been duly and validly authorized,
         executed and delivered by AWA Bermuda, and, assuming it has been duly
         authorized, executed and delivered by CIIC, AWA Bermuda is entitled to
         the benefits thereof.

                (xxvi)  The Fox River Security Agreement has been duly
         authorized, executed and delivered by the Company, Paperweight
         Development Corp. and New Appleton LLC and, assuming it has been duly
         authorized, executed and delivered by AWA, is the legal,

                                       14

<PAGE>

        valid and binding obligation of each of the Company and Paperweight
        Development Corp. (both as a party thereto and, as a result of the
        Restructuring, as a successor in interest to New Appleton LLC),
        enforceable against each of them in accordance with its terms, subject
        to applicable bankruptcy, insolvency, fraudulent conveyance,
        reorganization or similar laws affecting the rights of creditors
        generally and subject to general principles of equity. The Offering
        Memorandum contains a summary of the terms of the Fox River Security
        Agreement which summary is accurate in all material respects.

                (xxvii)   The Relationship Agreement has been duly and validly
        authorized, executed and delivered by Paperweight Development Corp., PDC
        Capital Corporation and AWA Bermuda and, assuming it has been duly
        authorized, executed and delivered by AWA and Arjo Wiggins (Bermuda)
        Holdings Limited, is the legal, valid and binding obligation of
        Paperweight Development Corp., PDC Capital Corporation and AWA Bermuda,
        enforceable against each of them in accordance with its terms, subject
        to applicable bankruptcy, insolvency, fraudulent conveyance,
        reorganization or similar laws affecting the rights of creditors
        generally and subject to general principles of equity. The Offering
        Memorandum contains a summary of the terms of the Relationship Agreement
        which summary is accurate in all material respects.

                (xxviii)  The Bermuda Security Agreement has been duly and
        validly authorized, executed and delivered by AWA Bermuda and the
        Company and is the legal, valid and binding obligation of AWA Bermuda
        and the Company, enforceable against each of them in accordance with its
        terms, subject to applicable bankruptcy, insolvency, fraudulent
        conveyance, reorganization or similar laws affecting the rights of
        creditors generally and subject to general principles of equity. The
        Offering Memorandum contains a summary of the terms of the Bermuda
        Security Agreement which summary is accurate in all material respects.

                (xxix)    Each of the Security Holders Agreement dated November
        9, 2001 by and among Paperweight Development Corp. and the Appleton
        Papers Inc. Employee Stock Ownership Trust, which is the funding vehicle
        of the employee stock ownership component of the Appleton Papers
        Retirement Savings and Employee Stock Ownership Plan (the "PDC Security
        Holders Agreement") and the Security Holders Agreement dated November 9,
        2001 by and among Paperweight Development Corp., Appleton Investments
        L.L.C. and the Company (the "API Security Holders Agreement," together
        with the PDC Security Holders Agreement, the "Security Holders
        Agreements") has been duly and validly authorized, executed and
        delivered by the Company, the Appleton Papers Inc. Employee Stock
        Ownership Trust, Paperweight Development Corp. and Appleton Investments,
        L.L.C., as the case may be, and is the legal, valid and binding
        agreement of the Company (both as a party thereto and, as a result of
        the Restructuring, as a successor in interest to Appleton Investments
        L.L.C. and AWDGP), the Appleton Papers Inc. Employee Stock Ownership
        Trust and Paperweight Development Corp., as the case may be, enforceable
        against each of them in accordance with its terms, subject to applicable
        bankruptcy, insolvency, fraudulent conveyance, reorganization or similar
        laws affecting the rights of creditors generally and subject to general
        principles of equity. The Offering Memorandum contains a summary of the
        terms of each of the PDC Security

                                       15

<PAGE>

        Holders Agreement and the API Security Holders Agreement which summaries
        are accurate in all material respects.

                (xxx)     The Acquisition was consummated substantially as
        described in the Offering Memorandum.

                (xxxi)    The Series A Notes have been duly and validly
        authorized by the Company for issuance and sale to the Initial
        Purchasers pursuant to this Agreement and, when issued and authenticated
        in accordance with the terms of the Indenture and delivered against
        payment therefor in accordance with the terms hereof and thereof, will
        be the legal, valid and binding obligations of the Company, enforceable
        against it in accordance with their terms and entitled to the benefits
        of the Indenture, subject to applicable bankruptcy, insolvency,
        fraudulent conveyance, reorganization or similar laws affecting the
        rights of creditors generally and subject to general principles of
        equity. The Offering Memorandum contains a summary of the terms of the
        Notes which summary is accurate in all material respects.

                (xxxii)   The Guarantees of the Series A Notes have been duly
        and validly authorized by each Guarantor and, when executed and
        delivered in accordance with the terms of the Indenture and when the
        Series A Notes have been issued and authenticated in accordance with the
        terms of the Indenture and delivered against payment therefor in
        accordance with the terms hereof and thereof, will be the legal, valid
        and binding obligations of each Guarantor, enforceable against each of
        them in accordance with their terms and entitled to the benefits of the
        Indenture, subject to applicable bankruptcy, insolvency, fraudulent
        conveyance, reorganization or similar laws affecting the rights of
        creditors generally and subject to general principles of equity. The
        Offering Memorandum contains a summary of the terms of the Guarantees
        which summary is accurate in all material respects.

                (xxxiii)  The Series B Notes have been duly and validly
        authorized for issuance by the Company and, when issued and
        authenticated in accordance with the terms of the Exchange Offer and the
        Indenture, will be the legal, valid and binding obligations of the
        Company, enforceable against it in accordance with their terms and
        entitled to the benefits of the Indenture, subject to applicable
        bankruptcy, insolvency, fraudulent conveyance, reorganization or similar
        laws affecting the rights of creditors generally and subject to general
        principles of equity.

                (xxxiv)   The Guarantees of the Series B Notes have been duly
        and validly authorized by each Guarantor and, when executed and
        delivered in accordance with the terms of the Indenture and when the
        Series B Notes have been issued and authenticated in accordance with the
        terms of the Exchange Offer and the Indenture, will be the legal, valid
        and binding obligations of each Guarantor, enforceable against each of
        them in accordance with their terms and entitled to the benefits of the
        Indenture, subject to applicable bankruptcy, insolvency, fraudulent
        conveyance, reorganization or similar laws affecting the rights of
        creditors generally and subject to general principles of equity.

                                       16

<PAGE>

                (xxxv)  Each of the Company, its subsidiaries, the Guarantors,
        PDC Capital Corporation and AWA Bermuda is not and, after giving effect
        to the Offering and the transactions described in the Operative
        Documents, will not be, (A) in violation of its charter, bylaws or
        comparable governing documents, (B) in default in the performance of any
        bond, debenture, note, indenture, mortgage, deed of trust or other
        agreement or instrument to which it is a party or by which it is bound
        or to which any of its properties is subject, which singly or in the
        aggregate, could reasonably be expected to have a Material Adverse
        Effect or (C) except as disclosed in the Offering Memorandum and
        assuming that the representations of the Initial Purchasers in Sections
        5(b)(i), 5(b)(ii) and 5(b)(iii) hereof are correct, in violation of any
        local, state, federal or foreign law, statute, ordinance, rule,
        regulation, requirement, judgment or court decree (including, without
        limitation, environmental laws, statutes, ordinances, rules,
        regulations, judgments or court decrees) applicable to it or any of its
        assets or properties (whether owned or leased), which singly or in the
        aggregate, could reasonably be expected to have a Material Adverse
        Effect. To the knowledge of the Company and the Guarantors, there exists
        no condition that, with notice, the passage of time or otherwise, would
        constitute a default under any such document or instrument that could
        reasonably be expected to have a Material Adverse Effect.

                (xxxvi) None of (A) the execution, delivery or performance by
        the Company, any of its subsidiaries, any Guarantor, PDC Capital
        Corporation, AWA Bermuda or any of the Restructured Entities of this
        Agreement or any of the other Operative Documents to which it is a
        party, (B) the issuance and sale of the Notes and the issuance of the
        Guarantees and (C) consummation by the Company, the Guarantors, PDC
        Capital Corporation, AWA Bermuda and the Restructured Entities of the
        transactions described in the Operative Documents (to the extent that it
        is a party thereto) and the Restructuring violates or violated,
        conflicts or conflicted with or constitutes or constituted a breach of
        any of the terms or provisions of, or will violate, conflict with or
        constitute a breach of any of the terms or provisions of, or a default
        under (or an event that with notice or the lapse of time, or both, would
        constitute a default under), or require consent under, or result in the
        imposition of a lien or encumbrance on any properties of the Company,
        any of its subsidiaries, any of the Guarantors, PDC Capital Corporation,
        AWA Bermuda or any of the Restructured Entities except for such lien or
        encumbrance pursuant to the Credit Agreement, the Guarantee Agreement,
        the Environmental Indemnity Agreements, the Fox River Security Agreement
        or the Bermuda Security Agreement or an acceleration of any indebtedness
        of the Company, any of its subsidiaries, any of the Guarantors, PDC
        Capital Corporation, AWA Bermuda or any of the Restructured Entities
        pursuant to, (1) the charter, bylaws or comparable governing documents
        of the Company, any of its subsidiaries, any of the Guarantors, PDC
        Capital Corporation, AWA Bermuda or any of the Restructured Entities,
        (2) any bond, debenture, note, indenture, mortgage, deed of trust or
        other agreement or instrument to which the Company, any of its
        subsidiaries, any of the Guarantors, PDC Capital Corporation, AWA
        Bermuda or any of the Restructured Entities is (or was in the case of
        the Restructured Entities) a party or by which any of them or their
        property is (or was in the case of the Restructured Entities) or may be
        bound, (3) any statute, rule or regulation applicable to the Company,
        any of its subsidiaries, any of the Guarantors, PDC Capital Corporation,
        AWA Bermuda or any of the Restructured Entities or any of their assets
        or properties or (4) any judgment, order or

                                       17

<PAGE>

        decree of any court or governmental agency or authority having
        jurisdiction over the Company, any of its subsidiaries, any of the
        Guarantors, PDC Capital Corporation, AWA Bermuda or any of the
        Restructured Entities or any of their assets or properties. No consent,
        approval, authorization or order of, or filing, registration,
        qualification, license or permit of or with, (A) any court or
        governmental agency, body or administrative agency or (B) any other
        person is required for (1) the execution, delivery and performance by
        each of the Company, the Guarantors, PDC Capital Corporation, AWA
        Bermuda and the Restructured Entities of this Agreement or any of the
        other Operative Documents to which it is a party, (2) the issuance and
        sale of the Notes, the issuance of the Guarantees and the transactions
        contemplated hereby and thereby, or (3) the consummation of the
        Restructuring, except such as have been or will be obtained and made on
        or prior to the Closing Date (or, in the case of the Registration Rights
        Agreement, will be obtained and made under the Act, the Trust Indenture
        Act, and state securities or Blue Sky laws and regulations).

                (xxxvii)  There is (A) no action, suit, investigation or
        proceeding before or by any court, arbitrator or governmental agency,
        body or official, domestic or foreign, now pending or, to the knowledge
        of the Company and the Guarantors, threatened or contemplated to which
        the Company, any of its subsidiaries, any of the Guarantors, PDC Capital
        Corporation or AWA Bermuda is or may be a party or to which the business
        or property of the Company, any of its subsidiaries, any of the
        Guarantors, PDC Capital Corporation or AWA Bermuda is or may be subject,
        (B) no statute, rule, regulation or order that has been enacted, adopted
        or issued by any governmental agency or that has been proposed by any
        governmental body and (C) no injunction, restraining order or order of
        any nature by a federal or state court or foreign court of competent
        jurisdiction to which the Company, any of its subsidiaries, any of the
        Guarantors, PDC Capital Corporation or AWA Bermuda is or may be subject
        or to which the business, assets or property of the Company, any of its
        subsidiaries, any of the Guarantors, PDC Capital Corporation or AWA
        Bermuda is or may be subject, that, in the case of clauses (A), (B) and
        (C) above, (1) is required to be disclosed in the Preliminary Offering
        Memorandum or the Offering Memorandum and that is not so disclosed or
        (2) could reasonably be expected to have a Material Adverse Effect.

                (xxxviii) To the knowledge of the Company and the Guarantors, no
        action has been taken and no statute, rule, regulation or order has been
        enacted, adopted or issued by any governmental agency that prevents the
        issuance of the Notes or the Guarantees or prevents or suspends the use
        of the Offering Memorandum; no injunction, restraining order or order of
        any nature by a federal or state court of competent jurisdiction has
        been issued that prevents the issuance of the Notes or the Guarantees or
        prevents or suspends the sale of the Notes or the Guarantees in any
        jurisdiction referred to in Section 4(e) hereof; and every request of
        any securities authority or agency of any jurisdiction for additional
        information has been complied with in all material respects.

                (xxxix)   There is (A) no significant unfair labor practice
        complaint pending against the Company, any of its subsidiaries or any of
        the Guarantors nor, to the knowledge of the Company and the Guarantors,
        threatened against any of them, before the National Labor Relations
        Board, any state or local labor relations board or any foreign labor

                                       18

<PAGE>

        relations board, and no significant grievance or significant arbitration
        proceeding arising out of or under any collective bargaining agreement
        is so pending against the Company, any of its subsidiaries or any of the
        Guarantors or, to the knowledge of the Company and the Guarantors,
        threatened against any of them, (B) no significant strike, labor
        dispute, slowdown or stoppage pending against the Company, any of its
        subsidiaries or any of the Guarantors nor, to the knowledge of the
        Company and the Guarantors, threatened against any of them and (C) to
        the knowledge of the Company and the Guarantors, no union has taken
        action since January 1, 1996 to organize those employees of the Company,
        any of its subsidiaries or any of the Guarantors who are not currently
        represented by unions. To the knowledge of the Company and the
        Guarantors, no collective bargaining organizing activities are taking
        place with respect to the Company, any of its subsidiaries or any of the
        Guarantors. None of the Company, any of its subsidiaries or any of the
        Guarantors has violated (A) any federal, state or local law or foreign
        law relating to discrimination in hiring, promotion or pay of employees,
        (B) any applicable wage or hour laws or (C) any provision of ERISA, or
        the rules and regulations thereunder, except those violations that could
        not reasonably be expected to have a Material Adverse Effect.

                (xl)    Except as described in the Offering Memorandum, none of
        the Company, any of its subsidiaries or any of the Guarantors has
        violated any foreign, federal, state or local law or regulation relating
        to the protection of human health and safety, the environment or
        hazardous or toxic substances or wastes, pollutants or contaminants
        (collectively, "Environmental Laws"), which violation could reasonably
        be expected to have a Material Adverse Effect.

                (xli)   Except as described in the Offering Memorandum, there is
        no alleged liability, or to the knowledge of the Company and the
        Guarantors, potential liability (including, without limitation, alleged
        or potential liability or investigatory costs, cleanup costs,
        governmental response costs, natural resource damages, property damages,
        personal injuries or penalties) of the Company, any of its subsidiaries
        or any of the Guarantors arising out of, based on or resulting from (A)
        the presence or release into the environment of any Hazardous Material
        (as defined) at any location, whether or not owned by the Company, such
        subsidiary or such Guarantor, as the case may be, or (B) any violation
        or alleged violation of any Environmental Law, which alleged or
        potential liability is required to be disclosed in the Offering
        Memorandum, other than as disclosed therein, or could reasonably be
        expected to have a Material Adverse Effect. The term "Hazardous
        Material" means (i) any "hazardous substance" as defined by the
        Comprehensive Environmental Response, Compensation and Liability Act of
        1980, as amended, (ii) any "hazardous waste" as defined by the Resource
        Conservation and Recovery Act, as amended, (iii) any petroleum or
        petroleum product, (iv) any polychlorinated biphenyl, and (v) any
        pollutant or contaminant or hazardous, dangerous or toxic chemical,
        material, waste or substance regulated under or within the meaning of
        any other law relating to protection of human health or the environment
        or imposing liability or standards of conduct concerning any such
        chemical material, waste or substance.

                (xlii)  Each of the Company, its subsidiaries and the Guarantors
        has such permits, licenses, franchises and authorizations of
        governmental or regulatory authorities

                                       19

<PAGE>

        ("permits"), including, without limitation, under any applicable
        Environmental Laws, as are necessary to own, lease and operate its
        respective properties and to conduct its businesses, except where the
        failure to have such permits could not reasonably be expected to have a
        Material Adverse Effect; each of the Company, its subsidiaries and the
        Guarantors has fulfilled and performed all of its obligations with
        respect to such permits and no event has occurred which allows, or after
        notice or lapse of time would allow, revocation or termination thereof
        or results in any other material impairment of the rights of the holder
        of any such permit; and, except as described in the Offering Memorandum,
        such permits contain no restrictions that are materially burdensome to
        the Company, such subsidiary or such Guarantor, as the case may be.

                (xliii) Each of the Company, its subsidiaries and the Guarantors
        has (A) good and marketable title to all of the properties and assets
        described in the Offering Memorandum as owned by it, free and clear of
        all liens, charges, encumbrances and restrictions (except for Permitted
        Liens and taxes not yet payable), (B) peaceful and undisturbed
        possession under all material leases to which any of them is a party as
        lessee and each of which lease is valid and binding and no default
        exists thereunder, except for defaults that could not reasonably be
        expected to have a Material Adverse Effect, (C) all licenses,
        certificates, permits, authorizations, approvals, franchises and other
        rights from, and has made all declarations and filings with, all
        federal, state and local authorities, all self-regulatory authorities
        and all courts and other tribunals (each, an "Authorization") necessary
        to engage in the business conducted by any of them in the manner
        described in the Offering Memorandum except where the failure to have
        any such authorization could not reasonably be expected to have a
        Material Adverse Effect and (D) no reason to believe that any
        governmental body or agency is considering limiting, suspending or
        revoking any such Authorization. All such Authorizations are valid and
        in full force and effect and each of the Company, its subsidiaries and
        the Guarantors is in compliance in all material respects with the terms
        and conditions of all such Authorizations and with the rules and
        regulations of the regulatory authorities having jurisdiction with
        respect thereto. All material leases to which the Company, any of its
        subsidiaries or any of the Guarantors is a party are valid and binding
        and no default by the Company, such subsidiary or such Guarantor, as the
        case may be, has occurred and is continuing thereunder and, to the
        knowledge of the Company and the Guarantors, no material defaults by the
        landlord are existing under any such lease, except those defaults that
        could not reasonably be expected to have a Material Adverse Effect.

                (xliv)  Each of the Company, its subsidiaries and the Guarantors
        owns, possesses or has the right to employ all patents, patent rights,
        licenses, inventions, copyrights, know-how (including trade secrets and
        other unpatented and/or unpatentable proprietary or confidential
        information, software, systems or procedures), trademarks, service marks
        and trade names, inventions, computer programs, technical data and
        information (collectively, the "Intellectual Property") presently
        employed by it in connection with the businesses now operated by it or
        that are proposed to be operated by it, free and clear of and without
        violating any right, claimed right, charge, encumbrance, pledge,
        security interest, restriction or lien of any kind of any other person
        (except for such right, claimed right, charge, encumbrance, pledge,
        security interest, restriction or lien pursuant to the Credit Agreement
        or such ordinary and customary right, claimed right, charge,

                                       20

<PAGE>

        encumbrance, pledge, security interest, restriction or lien that does
        not substantially interfere with the Company's, such subsidiary's or
        such Guarantor's ability to use such Intellectual Property), and none of
        the Company, any of its subsidiaries or any of the Guarantors has
        received any written notice of infringement of or conflict with asserted
        rights of others with respect to any of the foregoing, except those
        infringements of or conflicts with asserted rights of others that could
        not reasonably be expected to have a Material Adverse Effect. The use of
        the Intellectual Property in connection with the business and operations
        of the Company, any of its subsidiaries or any of the Guarantors does
        not infringe on the rights of any person, except such infringements as
        could not reasonably be expected to have a Material Adverse Effect.

                (xlv)     All material tax returns required to be filed by the
        Company, any of its subsidiaries or any of the Guarantors in all
        jurisdictions have been so filed. All taxes, including withholding
        taxes, penalties and interest, assessments, fees and other charges due
        or claimed to be due from such entities or that are due and payable have
        been paid, other than those being contested in good faith and for which
        adequate reserves have been provided or those currently payable without
        penalty or interest. To the knowledge of the Company and the Guarantors,
        there are no material proposed additional tax assessments against the
        Company, any of its subsidiaries or any of the Guarantors, or the assets
        or property of the Company, any of its subsidiaries or any of the
        Guarantors, except those tax assessments for which adequate reserves
        have been established.

                (xlvi)    Each of the Company, its subsidiaries and the
        Guarantors maintains a system of internal accounting controls sufficient
        to provide reasonable assurance that: (A) transactions are executed in
        accordance with management's general or specific authorizations; (B)
        transactions are recorded as necessary to permit preparation of
        financial statements in conformity with generally accepted accounting
        principles and to maintain accountability for assets; (C) access to
        assets is permitted only in accordance with management's general or
        specific authorization; and (D) the recorded accountability for assets
        is compared with the existing assets at reasonable intervals and
        appropriate action is taken with respect thereto.

                (xlvii)   Each of the Company, its subsidiaries and the
        Guarantors maintains insurance covering its properties, operations,
        personnel and businesses, insuring against such losses and risks as are,
        in the reasonable belief of Company's management, consistent with
        industry practice to protect the Company, its subsidiaries and the
        Guarantors and their respective businesses. None of the Company, any of
        its subsidiaries or any of the Guarantors has received notice from any
        insurer or agent of such insurer that material capital improvements or
        other material expenditures will have to be made in order to continue
        such insurance.

                (xlviii)  Except as disclosed in the Offering Memorandum, no
        relationship, direct or indirect, exists between or among the Company,
        any of its subsidiaries or any of the Guarantors on the one hand, and
        the directors, officers, stockholders, customers or suppliers of the
        Company, any of its subsidiaries or any of the Guarantors on the other
        hand, which would be required by the Act to be described in the Offering
        Memorandum

                                       21

<PAGE>

        if the Offering Memorandum were a prospectus included in a registration
        statement on Form S-1 filed with the Commission.

                (xlix)  None of the Company, any of its subsidiaries or any of
        the Guarantors is, or after giving effect to the offering of the Notes
        and application of the proceeds will be, an "investment company" or a
        company "controlled" by an "investment company" within the meaning of
        the Investment Company Act of 1940, as amended (the "Investment Company
        Act").

                (l)     There are no holders of securities of the Company, any
        of its subsidiaries or any of the Guarantors who, by reason of the
        execution by the Company or any of the Guarantors of this Agreement or
        any other Operative Document to which it is a party or the consummation
        by the Company or any of the Guarantors of the transactions contemplated
        hereby and thereby or otherwise, have the right to request or demand
        that the Company, any of its subsidiaries or any of the Guarantors
        register under the Act or analogous foreign laws and regulations
        securities held by them other than pursuant to the Registration Rights
        Agreement.

                (li)    None of the Company, any of its subsidiaries or any of
        the Guarantors has (A) taken, directly or indirectly, any action
        designed to, or that might reasonably be expected to, cause or result in
        stabilization or manipulation of the price of any security of the
        Company, any of its subsidiaries or any of the Guarantors to facilitate
        the sale or resale of the Notes or (B) since the date of the Preliminary
        Offering Memorandum (1) sold, bid for, purchased or paid any person any
        compensation for soliciting purchases of the Notes or (2) paid or agreed
        to pay to any person any compensation for soliciting another to purchase
        any other securities of the Company, any of its subsidiaries or any of
        the Guarantors.

                (lii)   The accountants who have certified or will certify the
        financial statements included or to be included as part of the Offering
        Memorandum are independent accountants as required by the Act. The
        historical financial statements, including the related schedules and
        notes thereto, comply as to form in all material respects with the
        requirements applicable to registration statements on Form S-1 under the
        Act, except as expressly stated in the Offering Memorandum, and present
        fairly in all material respects the financial position and results of
        operations of the Company and its subsidiaries at the dates and for the
        periods indicated. Such financial statements have been prepared in
        accordance with generally accepted accounting principles applied on a
        consistent basis throughout the periods presented. The pro forma
        financial statements included in the Offering Memorandum have been
        prepared on a basis consistent with such historical statements of the
        Company, except for the pro forma adjustments specified therein, and
        give effect to assumptions made on a reasonable basis and present fairly
        in all material respects the historical and proposed transactions
        contemplated by this Agreement and the other Operative Documents; and
        such pro forma financial statements comply as to form in all material
        respects with the requirements applicable to pro forma financial
        statements included in registration statements on Form S-1 under the
        Act, except as expressly stated therein. The other financial and
        statistical information and data included in the Offering Memorandum
        derived from the historical and pro forma financial statements, are

                                       22

<PAGE>

        accurately presented in all material respects and prepared on a basis
        consistent with the financial statements, historical and pro forma,
        included in the Offering Memorandum and the books and records of the
        Company and its subsidiaries.

                (liii)  No registration under the Act of the Series A Notes or
        the Guarantees thereof is required for the sale of the Series A Notes to
        the Initial Purchasers as contemplated hereby or for the Exempt Resales
        assuming (A) that the purchasers who buy the Series A Notes in the
        Exempt Resales are Eligible Purchasers and (B) the accuracy of the
        Initial Purchasers' representations regarding the absence of general
        solicitation in connection with the sale of Series A Notes to the
        Initial Purchasers and the Exempt Resales contained herein. No form of
        general solicitation or general advertising (as defined in Regulation D
        under the Act) was used by the Company or any of the Guarantors or any
        of their representatives (other than the Initial Purchasers, as to which
        the Company and the Guarantors make no representation or warranty) in
        connection with the offer and sale of any of the Series A Notes or the
        Guarantees thereof or in connection with Exempt Resales, including, but
        not limited to, articles, notices or other communications published in
        any newspaper, magazine, or similar medium or broadcast over television
        or radio, or any seminar or meeting whose attendees have been invited by
        any general solicitation or general advertising. No securities of the
        same class as the Notes have been issued and sold by the Company, any of
        its subsidiaries or any of the Guarantors within the six-month period
        immediately prior to the date hereof.

                (liv)   The execution and delivery of this Agreement, the other
        Operative Documents and the sale of the Series A Notes to be purchased
        by Eligible Purchasers will not involve any prohibited transaction
        within the meaning of Section 406 of ERISA or Section 4975 of the
        Internal Revenue Code of 1986. The representation made by the Company
        and the Guarantors in the preceding sentence is made in reliance upon
        and subject to the accuracy of, and compliance with, the representations
        and covenants made or deemed made by Eligible Purchasers as set forth in
        the Offering Memorandum under the caption "Notice to Investors."

                (lv)    The statistical and market-related data included in the
        Offering Memorandum are based on or derived from sources which the
        Company and the Guarantors believe to be reliable and accurate in all
        material respects.

                (lvi)   Since the respective dates as of which information is
        given in the Offering Memorandum, (i) there has not been any material
        adverse change, or any development that is reasonably likely to result
        in a material adverse change, in the capital stock or limited liability
        company interests or the long-term debt, or material increase in the
        short-term debt, of the Company, any of its subsidiaries or any of the
        Guarantors from that set forth in the Offering Memorandum, (ii) no
        dividend or distribution of any kind shall have been declared, paid or
        made by the Company, any of its subsidiaries or any of the Guarantors on
        any class of its capital stock and (iii) none of the Company, any of its
        subsidiaries or any of the Guarantors shall have incurred any
        liabilities or obligations, direct or contingent, that are material,
        individually or in the aggregate, to the Company and its subsidiaries,
        taken as a whole, or to the Guarantors, and that are required to be
        disclosed on a balance sheet or notes thereto in accordance with
        generally accepted

                                       23

<PAGE>

        accounting principles and are not disclosed on the latest balance sheet
        or notes thereto included in the Offering Memorandum. Since the date
        hereof and since the dates as of which information is given in the
        Offering Memorandum, there shall not have occurred any material adverse
        change, or any development that is reasonably likely to result in a
        Material Adverse Effect.

                (lvii)  Each of the Preliminary Offering Memorandum and the
        Offering Memorandum, as of its date, and each amendment or supplement
        thereto, as of its date, contains the information specified in, and
        meets the requirements of, Rule 144A(d)(4) under the Act.

                (lviii) Prior to the effectiveness of any Registration
        Statement, the Indenture is not required to be qualified under the Trust
        Indenture Act.

                (lix)   None of the Company, the Guarantors or any of their
        respective affiliates or any person acting on its or their behalf (other
        than the Initial Purchasers, as to whom the Company and the Guarantors
        make no representation) has engaged or will engage in any "directed
        selling efforts" as defined in Regulation S with respect to the Series A
        Notes.

                (lx)    None of the Company, the Guarantors or any of their
        respective affiliates or any person acting on its or their behalf will
        offer or sell the Series A Notes which are being offered and sold in
        reliance on Regulation S to anyone other than the Initial Purchasers as
        contemplated by this Agreement.

                (lxi)   The sale of the Series A Notes pursuant to Regulation S
        is not part of a plan or scheme to evade the registration provisions of
        the Act.

                (lxii)  The Company, the Guarantors and their respective
        affiliates and all persons acting on their behalf (other than the
        Initial Purchasers, as to whom the Company and the Guarantors make no
        representation) have complied with and will comply with the offering
        restrictions requirements of Regulation S in connection with the
        offering of the Series A Notes outside the United States and, in
        connection therewith, the Offering Memorandum will contain the
        disclosure required by Rule 902(g)(2).

                (lxiii) None of the execution, delivery and performance of this
        Agreement, the issuance and sale of the Notes, the application of the
        proceeds from the issuance and sale of the Notes and the consummation of
        the transactions contemplated thereby as set forth in the Offering
        Memorandum, will violate Regulations T, U or X promulgated by the Board
        of Governors of the Federal Reserve System or analogous foreign laws and
        regulations.

                (lxiv)  Neither the Company nor any Guarantor intends to, nor
        believes that it will, incur debts beyond its ability to pay such debts
        as they mature. The present fair saleable value of the assets of the
        Company and each Guarantor exceeds the amount that will be required to
        be paid on or in respect of its existing debts and other liabilities
        (including contingent liabilities) as they become absolute and matured.
        The assets of the Company and each Guarantor do not constitute
        unreasonably small capital to carry out its

                                       24

<PAGE>

        business as conducted or as proposed to be conducted. Upon the issuance
        of the Notes and the Guarantees, the present fair saleable value of the
        assets of the Company and each Guarantor will exceed the amount that
        will be required to be paid on or in respect of its existing debts and
        other liabilities (including contingent liabilities) as they become
        absolute and matured. Upon the issuance of the Notes and the Guarantees,
        the assets of the Company and each Guarantor will not constitute
        unreasonably small capital to carry out its business as now conducted,
        including the capital needs of the Company and such Guarantor, taking
        into account the projected capital requirements and capital
        availability.

                (lxv)     Except pursuant to this Agreement, there are no
        contracts, agreements or understandings between the Company and its
        subsidiaries and/or the Guarantors and any other person that would give
        rise to a valid claim against the Company, any of its subsidiaries or
        any of the Guarantors or the Initial Purchasers for a brokerage
        commission, finder's fee or like payment in connection with the
        issuance, purchase and sale of the Notes.

                (lxvi)    There exist no conditions that would constitute a
        default (or an event which with notice or the lapse of time, or both,
        would constitute a default) under any of the Operative Documents.

                (lxvii)   All representations and warranties of the Company and
        its affiliates set forth in the Credit Agreement, the Acquisition
        Agreement and all attachments thereto, including the Deferred Payment
        Obligation, the Relationship Agreement, the Fox River Security
        Agreement, the Assumption Agreement, the Bermuda Security Agreement, the
        Policy, the Security Holders Agreements and the Environmental Indemnity
        Agreements, as applicable, were true and correct in all material
        respects on the date thereof and are true and correct in all material
        respects on the date hereof.

                (lxviii)  Each certificate signed by any officer of the Company
        or any Guarantor and delivered to the Initial Purchasers or counsel for
        the Initial Purchasers shall be deemed to be a representation and
        warranty by the Company or such Guarantor, as the case may be, to the
        Initial Purchasers as to the matters covered thereby.

        Each of the Company and the Guarantors acknowledges that the Initial
Purchasers and, for purposes of the opinions to be delivered to the Initial
Purchasers pursuant to Section 8 hereof, counsel for the Company and the
Guarantors and counsel for the Initial Purchasers, will rely upon the accuracy
and truth of the foregoing representations and hereby consent to such reliance.

        (b)     Each of the Initial Purchasers, severally and not jointly,
represents, warrants and covenants to the Company and the Guarantors and agrees
that:

                (i)     Such Initial Purchaser is a QIB, with such knowledge and
        experience in financial and business matters as are necessary in order
        to evaluate the merits and risks of an investment in the Series A Notes.

                (ii)    Such Initial Purchaser (A) is not acquiring the Series A
        Notes with a view to any distribution thereof that would violate the Act
        or the securities laws of any state of the United States or any other
        applicable jurisdiction and (B) will be reoffering and

                                       25

<PAGE>

        reselling the Series A Notes only to QIBs in reliance on the exemption
        from the registration requirements of the Act provided by Rule 144A and
        in offshore transactions in reliance upon Regulation S under the Act.

                (iii)   No form of general solicitation or general advertising
        (within the meaning of Regulation D under the Act) has been or will be
        used by such Initial Purchaser or any of its representatives in
        connection with the offer and sale of any of the Series A Notes,
        including, but not limited to, articles, notices or other communications
        published in any newspaper, magazine, or similar medium or broadcast
        over television or radio, or any seminar or meeting whose attendees have
        been invited by any general solicitation or general advertising.

                (iv)    Such Initial Purchaser agrees that, in connection with
        the Exempt Resales, it will solicit offers to buy the Series A Notes
        only from, and will offer to sell the Series A Notes only to, Eligible
        Purchasers. Such Initial Purchaser further (A) agrees that it will offer
        to sell the Series A Notes only to, and will solicit offers to buy the
        Series A Notes only from (1) Eligible Purchasers that the Initial
        Purchaser reasonably believes are QIBs and (2) Reg S Investors and (B)
        acknowledges and agrees that, in the case of such QIBs and such Reg S
        Investors, that such Series A Notes will not have been registered under
        the Act and may be resold, pledged or otherwise transferred only (x)(I)
        to a person whom the seller reasonably believes is a QIB purchasing for
        its own account or for the account of a QIB in a transaction meeting the
        requirements of Rule 144A, (II) in an offshore transaction (as defined
        in Rule 902 under the Act) meeting the requirements of Rule 904 under
        the Act, (III) in a transaction meeting the requirements of Rule 144
        under the Act, if available, (IV) to an Accredited Investor that, prior
        to such transfer, furnishes the Trustee a signed letter containing
        certain representations and agreements relating to the registration of
        transfer of such Series A Notes (the form of which can be obtained from
        the Trustee) and, if such transfer is in respect of an aggregate
        principal amount of Series A Notes less than $250,000, an opinion of
        counsel acceptable to the Company and the Guarantors that such transfer
        is in compliance with the Act or (V) in accordance with another
        exemption from the registration requirements of the Act (and based upon
        an opinion of counsel if the Company and the Guarantors so request), (y)
        to the Company, any of its subsidiaries or any of the Guarantors, (z)
        pursuant to an effective registration statement under the Act and, in
        each case, in accordance with any applicable securities laws of any
        state of the United States or any other applicable jurisdiction and (C)
        acknowledges that it will, and each subsequent holder is required to,
        notify any purchaser of the security evidenced thereby of the resale
        restrictions set forth in (B) above.

                (v)     Such Initial Purchaser and its affiliates or any person
        acting on its or their behalf have not engaged or will not engage in any
        "directed selling efforts" as defined in Regulation S with respect to
        the Series A Notes or the Guarantees thereof.

                (vi)    The Series A Notes offered and sold by such Initial
        Purchaser pursuant hereto in reliance on Regulation S, if any, have been
        and will be offered and sold only in offshore transactions.

                                       26

<PAGE>

                (vii)   The sale of Series A Notes offered and sold by such
        Initial Purchaser pursuant hereto in reliance on Regulation S, if any,
        is not part of a plan or scheme to evade the registration provisions of
        the Act.

                (viii)  Such Initial Purchaser agrees that it has not offered or
        sold and will not offer or sell the Series A Notes in the United States
        or to, or for the benefit or account of, a U.S. Person (other than a
        distributor), in each case, as defined in Rule 902 under the Act (i) as
        part of its distribution at any time and (ii) otherwise until 40 days
        after the later of the commencement of the offering of the Series A
        Notes pursuant hereto and the Closing Date, other than in accordance
        with Regulation S of the Act or another exemption from the registration
        requirements of the Act. Such Initial Purchaser agrees that, during such
        40-day distribution compliance period, it will not cause any
        advertisement with respect to the Series A Notes (including any
        "tombstone" advertisement) to be published in any newspaper or
        periodical or posted in any public place and will not issue any circular
        relating to the Series A Notes, except such advertisements as permitted
        by and include the statements required by Regulation S.

                (ix)    Such Initial Purchaser agrees that, at or prior to
        confirmation of a sale of Series A Notes by it to any distributor,
        dealer or person receiving a selling concession, fee or other
        remuneration during the 40-day distribution compliance period referred
        to in Rule 903(b)(3) under the Act, it will send to such distributor,
        dealer or person receiving a selling concession, fee or other
        remuneration a confirmation or notice to substantially the following
        effect:

                "The Series A Notes covered hereby have not been registered
                under the U.S. Securities Act of 1933, as amended (the
                "Securities Act"), and may not be offered and sold within the
                United States or to, or for the account or benefit of, U.S.
                persons (i) as part of your distribution at any time or (ii)
                otherwise until 40 days after the later of the commencement of
                the Offering and the Closing Date, except in either case in
                accordance with Regulation S under the Securities Act (or Rule
                144A or to Accredited Institutions in transactions that are
                exempt from the registration requirements of the Securities
                Act), and in connection with any subsequent sale by you of the
                Series A Notes covered hereby in reliance on Regulation S during
                the period referred to above to any distributor, dealer or
                person receiving a selling concession, fee or other
                remuneration, you must deliver a notice to substantially the
                foregoing effect. Terms used above have the meanings assigned to
                them in Regulation S."

                (x)     Such Initial Purchaser agrees that the Series A Notes
        offered and sold in reliance on Regulation S will be represented upon
        issuance by a global security that may not be exchanged for definitive
        securities until the expiration of the 40-day distribution compliance
        period referred to in Rule 903(b)(3) of the Act and only upon
        certification of beneficial ownership of such Series A Notes by non-U.S.
        persons or U.S. persons who purchased such Series A Notes in
        transactions that were exempt from the registration requirements of the
        Act.

                                       27

<PAGE>

        The Initial Purchasers acknowledge that the Company and the Guarantors
and, for purposes of the opinions to be delivered to the Initial Purchasers
pursuant to Section 8 hereof, counsel for the Company and the Guarantors and
counsel for the Initial Purchasers will rely upon the accuracy and truth of the
foregoing representations and hereby consents to such reliance.

        6.      Indemnification.
                ---------------

                (a)     The Company and the Guarantors, jointly and severally,
        agree to indemnify and hold harmless (i) each Initial Purchaser, (ii)
        each person, if any, who controls an Initial Purchaser within the
        meaning of Section 15 of the Act or Section 20(a) of the Exchange Act
        and (iii) the respective officers, directors, partners, employees,
        representatives and agents of the Initial Purchasers or any controlling
        person to the fullest extent lawful, from and against any and all
        losses, liabilities, claims, damages and expenses whatsoever (including
        but not limited to reasonable attorneys' fees and any and all expenses
        whatsoever incurred in investigating, preparing or defending against any
        investigation or litigation, commenced or threatened, or any claim
        whatsoever, and any and all amounts paid in settlement of any claim or
        litigation), joint or several, to which they or any of them may become
        subject under the Act, the Exchange Act or otherwise, insofar as such
        losses, liabilities, claims, damages or expenses (or actions in respect
        thereof) arise out of or are based upon any untrue statement or alleged
        untrue statement of a material fact contained in the Preliminary
        Offering Memorandum or the Offering Memorandum, or in any supplement
        thereto or amendment thereof, or arise out of or are based upon the
        omission or alleged omission to state therein a material fact required
        to be stated therein or necessary to make the statements therein, in the
        light of the circumstances under which they were made, not misleading;
        provided, however, that neither the Company nor any Guarantor will be
        liable in any such case to the extent, but only to the extent, that any
        such loss, liability, claim, damage or expense arises out of or is based
        upon any such untrue statement or alleged untrue statement or omission
        or alleged omission made therein in reliance upon and in conformity with
        information relating to the Initial Purchasers furnished to the Company
        and the Guarantors in writing by or on behalf of the Initial Purchasers
        expressly for use therein. This indemnity agreement will be in addition
        to any liability which the Company and the Guarantors may otherwise
        have, including under this Agreement.

                (b)     Each Initial Purchaser agrees, severally and not
        jointly, to indemnify and hold harmless (i) the Company and the
        Guarantors, (ii) each person, if any, who controls the Company or any of
        the Guarantors within the meaning of Section 15 of the Act or Section
        20(a) of the Exchange Act, and (iii) the respective officers, directors,
        partners, employees, representatives and agents of the Company and the
        Guarantors, from and against any losses, liabilities, claims, damages
        and expenses whatsoever (including but not limited to reasonable
        attorneys' fees and any and all expenses whatsoever incurred in
        investigating, preparing or defending against any investigation or
        litigation, commenced or threatened, or any claim whatsoever and any and
        all amounts paid in settlement of any claim or litigation), joint or
        several, to which they or any of them may become subject under the Act,
        the Exchange Act or otherwise, insofar as such losses, liabilities,
        claims, damages or expenses (or actions in respect thereof) arise out of
        or are based upon any untrue statement or alleged untrue statement of a
        material fact contained in the

                                       28

<PAGE>

        Preliminary Offering Memorandum or the Offering Memorandum, or in any
        amendment thereof or supplement thereto, or arise out of or are based
        upon the omission or alleged omission to state therein a material fact
        required to be stated therein or necessary to make the statements
        therein, in the light of the circumstances under which they were made,
        not misleading, in each case to the extent, but only to the extent, that
        any such loss, liability, claim, damage or expense arises out of or is
        based upon any untrue statement or alleged untrue statement or omission
        or alleged omission made therein in reliance upon and in conformity with
        information relating to such Initial Purchaser furnished to the Company
        and the Guarantors in writing by or on behalf of such Initial Purchaser
        expressly for use therein; provided, however, that in no case shall any
        Initial Purchaser be liable or responsible for any amount in excess of
        the discounts and commissions received by such Initial Purchaser, as set
        forth in this Agreement. This indemnity will be in addition to any
        liability which the Initial Purchasers may otherwise have, including
        under this Agreement.

                (c)     Promptly after receipt by an indemnified party under
        subsection (a) or (b) above of notice of the commencement of any action,
        such indemnified party shall, if a claim in respect thereof is to be
        made against the indemnifying party under such subsection, notify each
        party against whom indemnification is to be sought in writing of the
        commencement thereof (but the failure so to notify an indemnifying party
        shall not relieve it from any liability which it may have under this
        Section 6 except to the extent that it has been prejudiced in any
        material respect by such failure or from any liability which it may
        otherwise have). In case any such action is brought against any
        indemnified party, and it notifies an indemnifying party of the
        commencement thereof, the indemnifying party will be entitled to
        participate therein, and to the extent it may elect by written notice
        delivered to the indemnified party promptly after receiving the
        aforesaid notice from such indemnified party, to assume the defense
        thereof with counsel reasonably satisfactory to such indemnified party.
        Notwithstanding the foregoing, the indemnified party or parties shall
        have the right to employ its or their own counsel in any such case, but
        the fees and expenses of such counsel shall be at the expense of such
        indemnified party or parties unless (i) the employment of such counsel
        shall have been authorized in writing by the indemnifying parties in
        connection with the defense of such action, (ii) the indemnifying
        parties shall not have employed counsel to take charge of the defense of
        such action within a reasonable time after notice of commencement of the
        action, or (iii) such indemnified party or parties shall have reasonably
        concluded that there may be defenses available to it or them which are
        different from or additional to those available to one or all of the
        indemnifying parties (in which case the indemnifying party or parties
        shall not have the right to direct the defense of such action on behalf
        of the indemnified party or parties), in any of which events such fees
        and expenses of counsel shall be borne by the indemnifying parties;
        provided, however, that the indemnifying party under subsection (a) or
        (b) above shall only be liable for the fees and expenses of one counsel
        (in addition to any local counsel) for all indemnified parties in each
        jurisdiction in which any claim or action is brought. Anything in this
        subsection to the contrary notwithstanding, an indemnifying party shall
        not be liable for any settlement of any claim or action effected without
        its prior written consent, provided that such consent was not
        unreasonably withheld.

                                       29

<PAGE>

        7.      Contribution. In order to provide for contribution in
                ------------
circumstances in which the indemnification provided for in Section 6 is for any
reason held to be unavailable from an indemnifying party or is insufficient to
hold harmless a party indemnified thereunder, the Company and the Guarantors, on
the one hand, and the Initial Purchasers, on the other hand, shall contribute to
the aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnification provision (including any investigation,
legal and other expenses incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claims asserted, but after
deducting in the case of losses, liabilities, claims, damages and expenses
suffered by the Company or any Guarantor, any contribution received by the
Company and the Guarantors from persons, other than the Initial Purchasers, who
may also be liable for contribution, including persons who control the Company
or any of the Guarantors within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act) to which the Company, the Guarantors and the Initial
Purchasers may be subject, in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantors, on the one hand,
and the Initial Purchasers, on the other hand, from the offering of the Series A
Notes or, if such allocation is not permitted by applicable law or
indemnification is not available as a result of the indemnifying party not
having received notice as provided in Section 6, in such proportion as is
appropriate to reflect not only the relative benefits referred to above but also
the relative fault of the Company and the Guarantors, on the one hand, and the
Initial Purchasers, on the other hand, in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Guarantors, on the one hand, and the
Initial Purchasers, on the other hand, shall be deemed to be in the same
proportion as (i) the total proceeds from the offering of Series A Notes (net of
discounts but before deducting expenses) received by the Company and the
Guarantors and (ii) the discounts and commissions received by the Initial
Purchasers, respectively, in each case as set forth in the Offering Memorandum.
The relative fault of the Company and the Guarantors, on the one hand, and of
the Initial Purchasers, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company, any Guarantor or any Initial Purchaser and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company, the Guarantors
and the Initial Purchasers agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Initial Purchasers were treated as one entity for such purpose) or
by any other method of allocation which does not take into account the equitable
considerations referred to above. Notwithstanding the provisions of this Section
7, (i) in no case shall any Initial Purchaser be required to contribute any
amount in excess of the amount by which the discounts and commissions applicable
to the Series A Notes purchased by such Initial Purchaser pursuant to this
Agreement exceeds the amount of any damages which such Initial Purchaser has
otherwise been required to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission and (ii) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7, (A) each person,
if any, who controls any Initial Purchaser within the meaning of Section 15 of
the Act or Section 20(a) of the Exchange Act and (B) the respective officers,
directors, partners, employees, representatives and agents of any Initial
Purchaser or any

                                       30

<PAGE>

controlling person shall have the same rights to contribution as any Initial
Purchaser, and (A) each person, if any, who controls the Company or any
Guarantor within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act and (B) the respective officers, directors, partners, employees,
representatives and agents of the Company and the Guarantors shall have the same
rights to contribution as the Company and the Guarantors, subject in each case
to clauses (i) and (ii) of this Section 7. Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this Section 7, notify such party
or parties from whom contribution may be sought, but the failure to so notify
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have under this
Section 7 or otherwise. No party shall be liable for contribution with respect
to any action or claim settled without its prior written consent, provided that
such written consent was not unreasonably withheld. The Initial Purchasers'
obligations to contribute pursuant to this Section 7 are several in proportion
to the respective principal amount of Series A Notes purchased by each of the
Initial Purchasers hereunder and not joint.

        8.      Conditions of Initial Purchasers' Obligations.  The obligations
                ---------------------------------------------
of the Initial Purchasers to purchase and pay for the Series A Notes, as
provided herein, shall be subject to the satisfaction of the following
conditions:

                (a)     All of the representations and warranties of the Company
        and the Guarantors contained in this Agreement shall be true and correct
        on the date hereof and on the Closing Date with the same force and
        effect as if made on and as of the date hereof and the Closing Date,
        respectively. The Company and each Guarantor shall have performed or
        complied with all of the agreements herein contained and required to be
        performed or complied with by it at or prior to the Closing Date.

                (b)     The Offering Memorandum shall have been printed and
        copies distributed to the Initial Purchasers not later than 6:00 p.m.,
        New York City time, on the day following the date of this Agreement or
        at such later date and time as to which the Initial Purchasers may
        agree, and no stop order suspending the qualification or exemption from
        qualification of the Series A Notes or the Guarantees thereof in any
        jurisdiction referred to in Section 4(e) shall have been issued and no
        proceeding for that purpose shall have been commenced or shall be
        pending or threatened.

                (c)     No action shall have been taken and no statute, rule,
        regulation or order shall have been enacted, adopted or issued by any
        governmental agency which would, as of the Closing Date, prevent the
        issuance of the Series A Notes or the Guarantees thereof; no action,
        suit or proceeding shall have been commenced and be pending against or
        affecting or, to the knowledge of the Company and the Guarantors,
        threatened against, the Company, any of its subsidiaries or any of the
        Guarantors before any court or arbitrator or any governmental body,
        agency or official that, if adversely determined, could reasonably be
        expected to result in a Material Adverse Effect; and no stop order shall
        have been issued preventing the use of the Offering Memorandum, or any
        amendment or supplement thereto, or which could reasonably be expected
        to have a Material Adverse Effect.

                                       31

<PAGE>

                (d)     Since the respective dates as of which information is
        given in the Offering Memorandum, (i) there shall not have been any
        material adverse change, or any development that is reasonably likely to
        result in a material adverse change, in the capital stock or limited
        liability company interests or the long-term debt, or material increase
        in the short-term debt, of the Company, any of its subsidiaries or any
        of the Guarantors from that set forth in the Offering Memorandum, (ii)
        no dividend or distribution of any kind shall have been declared, paid
        or made by the Company, any of its subsidiaries or any of the Guarantors
        on any class of its capital stock or limited liability company interests
        and (iii) none of the Company, any of its subsidiaries or any of the
        Guarantors shall have incurred any liabilities or obligations, direct or
        contingent, that are material, individually or in the aggregate, to the
        Company, its subsidiaries and the Guarantors, taken as a whole, and that
        are required to be disclosed on a balance sheet or notes thereto in
        accordance with generally accepted accounting principles and are not
        disclosed on the latest balance sheet or notes thereto included in the
        Offering Memorandum. Since the date hereof and since the dates as of
        which information is given in the Offering Memorandum, there shall not
        have occurred any Material Adverse Effect, or any development that is
        reasonably likely to result in a Material Adverse Effect.

                (e)     The Initial Purchasers shall have received certificates,
        dated the Closing Date, signed on behalf of the Company and each
        Guarantor, in form and substance satisfactory to the Initial Purchasers,
        confirming, as of the Closing Date, the matters set forth in paragraphs
        (a), (b), (c) and (d) of this Section 8 and that, as of the Closing
        Date, the obligations of the Company and such Guarantor, as the case may
        be, to be performed hereunder on or prior thereto have been duly
        performed.

                (f)     The Initial Purchasers shall have received on the
        Closing Date an opinion, dated the Closing Date, in form and substance
        satisfactory to the Initial Purchasers and counsel for the Initial
        Purchasers, of Godfrey & Kahn, S.C., counsel for the Company and the
        Guarantors, to the effect set forth in Exhibit C hereto.
                                               ---------

                (g)     The Initial Purchasers shall have received on the
        Closing Date an opinion, dated the Closing Date, in form and substance
        satisfactory to the Initial Purchasers and counsel for the Initial
        Purchasers, of White & Case, counsel for the Company and the Guarantors,
        to the effect set forth in Exhibit D hereto.
                                   ---------

                (h)     At the time this Agreement is executed and at the
        Closing Date, the Initial Purchasers shall have received from
        PricewaterhouseCoopers LLP, independent public accountants, dated as of
        the date of this Agreement and as of the Closing Date, customary comfort
        letters addressed to the Initial Purchasers and in form and substance
        satisfactory to the Initial Purchasers and counsel for the Initial
        Purchasers with respect to the financial statements and certain
        financial information of the Company and its subsidiaries contained in
        the Offering Memorandum.

                (i)     The Initial Purchasers shall have received an opinion,
        dated the Closing Date, in form and substance reasonably satisfactory to
        the Initial Purchasers, of Latham & Watkins, counsel for the Initial
        Purchasers, covering such matters as are customarily covered in such
        opinions.

                                       32

<PAGE>

                (j)     The Initial Purchasers shall have received an opinion,
        dated the Closing Date, in form and substance satisfactory to the
        Initial Purchasers, of Appleby Spurling & Kempe to the effect set forth
        in Exhibit E hereto.
           ---------

                (k)     The Initial Purchasers shall have received on the
        Closing Date an opinion, dated the Closing Date, in form and substance
        satisfactory to the Initial Purchasers and counsel for the Initial
        Purchasers, of Paul J. Karch, Vice President, Law & Public Affairs,
        Secretary and General Counsel of the Company, to the effect set forth in
        Exhibit F hereto.
        ---------

                (l)     Latham & Watkins shall have been furnished with such
        documents, in addition to those set forth above, as they may reasonably
        require for the purpose of enabling them to review or pass upon the
        matters referred to in this Section 8 and in order to evidence the
        accuracy, completeness or satisfaction in all material respects of any
        of the representations, warranties or conditions herein contained.

                (m)     Prior to the Closing Date, the Company and the
        Guarantors shall have furnished to the Initial Purchasers such further
        information, certificates and documents as the Initial Purchasers may
        reasonably request.

                (n)     Prior to the Closing Date, there shall have been no
        change in law or published Internal Revenue Service interpretation
        respecting S Corporation status that, in the reasonable opinion of the
        Initial Purchasers, could have a material adverse effect on the
        Company's anticipated cash flows in the period following the Closing
        Date.

                (o)     The Company, the Guarantors and the Trustee shall have
        entered into the Indenture and the Initial Purchasers shall have
        received counterparts, conformed as executed, thereof.

                (p)     The Company, the Guarantors and the Initial Purchasers
        shall have entered into the Registration Rights Agreement and the
        Initial Purchasers shall have received counterparts, conformed as
        executed, thereof.

                (q)     On or after the date hereof, (i) there shall not have
        occurred any downgrading, suspension or withdrawal of, nor shall any
        notice have been given of any potential or intended downgrading,
        suspension or withdrawal of, or of any review (or of any potential or
        intended review) for a possible change that does not indicate the
        direction of the possible change in, any rating of the Company or any
        Guarantor or any securities of the Company or any Guarantor (including,
        without limitation, the placing of any of the foregoing ratings on
        credit watch with negative or developing implications or under review
        with an uncertain direction) by any "nationally recognized statistical
        rating organization" as such term is defined for purposes of Rule
        436(g)(2) under the Act, (ii) there shall not have occurred any change,
        nor shall any notice have been given of any potential or intended
        change, in the outlook for any rating of the Company or any Guarantor or
        any securities of the Company or any Guarantor by any such rating
        organization and (iii) no such rating organization shall have given
        notice that it has assigned (or is considering assigning) a lower rating
        to the Notes than that on which the Notes were marketed.

                                       33

<PAGE>

                (r)     The Notes shall have been approved for trading on
        PORTAL.

                (s)     All opinions, certificates, letters and other documents
        required by this Section 8 to be delivered by the Company and the
        Guarantors will be in compliance with the provisions hereof only if they
        are reasonably satisfactory in form and substance to the Initial
        Purchasers. The Company and the Guarantors shall furnish the Initial
        Purchasers with such conformed copies of such opinions, certificates,
        letters and other documents as they shall reasonably request.

                (t)     The Initial Purchasers shall have received an executed
        copy of the receipt delivered by AWA to the Company pursuant to which
        AWA acknowledges receipt of payment in full of the principal of, and
        accrued interest on, the Company's Senior Subordinated Note due 2008
        payable to AWA and agrees to surrender such original note for
        cancellation.

                (u)     The Company, Arjo Wiggins US Holdings Ltd. and
        Paperweight Development Corp. shall have entered into the subordination
        agreement related to the Deferred Payment Obligation (the "Subordination
        Agreement") prior to or simultaneous with the Offering in form and
        substance satisfactory to the Initial Purchasers and counsel to the
        Initial Purchasers and the Initial Purchasers shall have received
        executed copies thereof.

                (v)     The Restructuring shall be consummated and be effective
        in accordance with applicable law and the Initial Purchasers shall have
        received such documents as they deem necessary to evidence the
        consummation and effectiveness thereof.

        9.      Initial Purchasers' Information. The Company and the Guarantors
                -------------------------------
acknowledge that the statements with respect to the offering of the Series A
Notes set forth in the fifth sentence of the fourth paragraph and in the fifth
paragraph under "Plan of Distribution" in the Offering Memorandum constitute the
only information relating to any of the Initial Purchasers furnished to the
Company and the Guarantors in writing by or on behalf of the Initial Purchasers
expressly for use in the Offering Memorandum.

        10.     Survival of Representations and Agreements. All representations
                ------------------------------------------
and warranties, covenants and agreements of the Initial Purchasers, the Company
and the Guarantors contained in this Agreement, including the agreements
contained in Sections 4(f) and 11(d), the indemnity agreements contained in
Section 6 and the contribution agreements contained in Section 7, shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of an Initial Purchaser, any controlling person thereof, or by or
on behalf of the Company, the Guarantors or any controlling person thereof, and
shall survive delivery of and payment for the Series A Notes to and by the
Initial Purchasers. The representations contained in Section 5 and the
agreements contained in Sections 4(f), 6, 7 and 11(d) shall survive the
termination of this Agreement, including any termination pursuant to Section 11.

        11.     Effective Date of Agreement; Termination.
                ----------------------------------------

                (a)     This Agreement shall become effective upon execution and
delivery of a counterpart hereof by each of the parties hereto.

                                       34

<PAGE>

                (b)     The Initial Purchasers shall have the right to terminate
        this Agreement at any time prior to the Closing Date by notice to the
        Company from the Initial Purchasers, without liability (other than with
        respect to Sections 6 and 7) on the Initial Purchasers' part to the
        Company or any of the Guarantors if, on or prior to such date, (i) the
        Company or any of the Guarantors shall have failed, refused or been
        unable to perform in any material respect any agreement on its part to
        be performed hereunder, (ii) any other condition to the obligations of
        the Initial Purchasers hereunder as provided in Section 8 is not
        fulfilled when and as required in any material respect, (iii) in the
        reasonable judgment of the Initial Purchasers, any material adverse
        change shall have occurred since the respective dates as of which
        information is given in the Offering Memorandum in the condition
        (financial or otherwise), business, properties, assets, liabilities,
        prospects, net worth, results of operations or cash flows of the Company
        and its subsidiaries, taken as a whole, other than as set forth in the
        Offering Memorandum, or (iv)(A) any domestic or international event or
        act or occurrence has materially disrupted, or in the opinion of the
        Initial Purchasers will in the immediate future materially disrupt, the
        market for the Company's or any Guarantor's securities or for securities
        in general; or (B) trading in securities generally on the New York Stock
        Exchange, the American Stock Exchange, the Chicago Board of Options
        Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or
        the Nasdaq National Market shall have been suspended or materially
        limited, or minimum or maximum prices for trading shall have been
        established, or maximum ranges for prices for securities shall have been
        required, on such exchange or the Nasdaq National Market, or by such
        exchange or other regulatory body or governmental authority having
        jurisdiction; or (C) a banking moratorium shall have been declared by
        federal or state authorities, or a moratorium in foreign exchange
        trading by major international banks or persons shall have been
        declared; or (D) there has occurred any outbreak or escalation of
        hostilities or act of terrorism involving the United States or Canada,
        or there is a declaration of a national emergency or war by the United
        States or Canada such that the effect of any such event in the sole
        judgment of the majority in interest of the Initial Purchasers judgment
        makes it impossible or inadvisable to proceed with the offering, sale or
        delivery of the Series A Notes on the terms and in the manner
        contemplated in the Offering Memorandum; or (E) there shall have been
        such a material adverse change in general economic, political or
        financial conditions or if the effect of international conditions on the
        financial markets in the United States shall be such as, in the sole
        judgment of the majority in interest of the Initial Purchasers, makes it
        inadvisable or impracticable to proceed with the delivery of the Series
        A Notes as contemplated hereby.

                (c)     Any notice of termination pursuant to this Section 11
        shall be by telephone or facsimile and, in either case, confirmed in
        writing by letter.

                (d)     If this Agreement shall be terminated pursuant to any of
        the provisions hereof (otherwise than pursuant to clause (iv) of Section
        11(b), in which case each party will be responsible for its own
        expenses), or if the sale of the Series A Notes provided for herein is
        not consummated because any condition to the obligations of the Initial
        Purchasers set forth herein is not satisfied or because of any refusal,
        inability or failure on the part of the Company or any Guarantor to
        perform any agreement herein or comply with any provision hereof, the
        Company and the Guarantors shall reimburse the Initial

                                       35

<PAGE>

        Purchasers for all out-of-pocket expenses (including the reasonable fees
        and expenses of the Initial Purchasers' counsel), incurred by the
        Initial Purchasers in connection herewith.

                (e)     If on the Closing Date any one or more of the Initial
        Purchasers shall fail or refuse to purchase the Series A Notes which it
        or they have agreed to purchase hereunder on such date and the aggregate
        principal amount of the Series A Notes which such defaulting Initial
        Purchaser or Initial Purchasers, as the case may be, agreed but failed
        or refused to purchase is not more than one-tenth of the aggregate
        principal amount of the Series A Notes to be purchased on such date by
        all Initial Purchasers, each non-defaulting Initial Purchaser shall be
        obligated severally, in the proportion which the principal amount of the
        Series A Notes set forth opposite its name in Schedule I bears to the
                                                      ----------
        aggregate principal amount of the Series A Notes which all the
        non-defaulting Initial Purchasers, as the case may be, have agreed to
        purchase, or in such other proportion as Bear, Stearns & Co. Inc. ("Bear
        Stearns") may specify, to purchase the Series A Notes which such
        defaulting Initial Purchaser or Initial Purchasers, as the case may be,
        agreed but failed or refused to purchase on such date; provided that in
        no event shall the aggregate principal amount of the Series A Notes
        which any Initial Purchaser has agreed to purchase pursuant to Section 3
        hereof be increased pursuant to this Section 11 by an amount in excess
        of one-ninth of such principal amount of the Series A Notes without the
        written consent of such Initial Purchaser. If on the Closing Date any
        Initial Purchaser or Initial Purchasers shall fail or refuse to purchase
        the Series A Notes and the aggregate principal amount of the Series A
        Notes with respect to which such default occurs is more than one-tenth
        of the aggregate principal amount of the Series A Notes to be purchased
        by all Initial Purchasers and arrangements satisfactory to the Initial
        Purchasers and the Company for purchase of such the Series A Notes are
        not made within 48 hours after such default, this Agreement will
        terminate without liability on the part of any non-defaulting Initial
        Purchaser and the Company or any Guarantor. In any such case which does
        not result in termination of this Agreement, either Bear Stearns or the
        Company shall have the right to postpone the Closing Date, but in no
        event for longer than seven days, in order that the required changes, if
        any, in the Offering Memorandum or any other documents or arrangements
        may be effected. Any action taken under this paragraph shall not relieve
        any defaulting Initial Purchaser from liability in respect of any
        default of any such Initial Purchaser under this Agreement.

        12.     Notice.  All communications hereunder, except as may be
                ------
otherwise specifically provided herein, shall be in writing and, if sent to the
Initial Purchasers shall be mailed, delivered, telecopied and confirmed in
writing or sent by a nationally recognized overnight courier service
guaranteeing delivery on the next business day to Bear, Stearns & Co. Inc., 245
Park Avenue, New York, New York 10167, Attention: Corporate Finance Department,
telecopy number: (212) 272-3092, with a copy to Latham & Watkins, 885 Third
Avenue, Suite 1000, New York, New York 10022, Attention: Robert A. Zuccaro,
telecopy number: (212) 751-4864; and if sent to the Company and the Guarantors,
shall be mailed, delivered, telecopied and confirmed in writing or sent by a
nationally recognized overnight courier service guaranteeing delivery on the
next business day to Appleton Papers Inc., Attention: Chief Financial Officer,
telecopy number: (920) 991-7256, with a copy to Godfrey & Kahn, S.C., Attention:
Christopher B. Noyes, telecopy number: (414) 273-5198.

                                       36

<PAGE>

        13.     Parties. This Agreement shall inure solely to the benefit of,
                -------
and shall be binding upon, the Initial Purchasers, the Company, the Guarantors
and the controlling persons and agents referred to in Sections 6 and 7, and
their respective successors and assigns, and no other person shall have or be
construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Agreement or any provision herein contained. The
term "successors and assigns" shall not include a purchaser, in its capacity as
such, of Notes from the Initial Purchasers.

        14.     Construction.  This Agreement shall be construed in accordance
                ------------
with the internal laws of the State of New York.  TIME IS OF THE ESSENCE IN THIS
AGREEMENT.

        15.     Captions.  The captions included in this Agreement are included
                --------
solely for convenience of reference and are not to be considered a part of this
Agreement.

        16.     Counterparts.  This Agreement may be executed in various
                ------------
counterparts which together shall constitute one and the same instrument.

                           [Signature page to follow]

                                       37

<PAGE>

        If the foregoing correctly sets forth the understanding among the
Initial Purchasers, the Company and the Guarantors please so indicate in the
space provided below for that purpose, whereupon this letter shall constitute a
binding agreement among us.

                             Very truly yours,

                             Appleton Papers Inc.


                             By: /s/ Paul J. Karch
                                  Name:  Paul J. Karch
                                  Title: Secretary

                             Paperweight Development Corp.

                             By: /s/ Paul J. Karch
                                  Name:  Paul J. Karch
                                  Title: Secretary

                             WTA Inc.


                             By: /s/ Paul J. Karch
                                  Name:  Paul J. Karch
                                  Title: Secretary

                                       38

<PAGE>

Accepted and agreed to as of
the date first above written:

Bear, Stearns & Co. Inc.



By: /s/ Mark Bernstein
     Name:  Mark Bernstein
     Title: Senior Managing Director


TD Securities (USA) Inc.



By: /s/ [Signature Illegible]
     Name:
     Title:


ABN AMRO Incorporated

By: /s/ Linda A. Dawson
     Name:  Linda A. Dawson
     Title: Managing Director


U.S. Bancorp Piper Jaffrey Inc.



By: /s/ David B. Holder
     Name:  David B. Holder
     Title: Managing Director

                                       39