exhibit4_5.htm


    
      

      

    



    Exhibit
4.5

     

    SUPPLEMENTAL
INDENTURE

     

    Supplemental
Indenture (this “Supplemental
Indenture”), dated as of January 11, 2005, among Appleton Extrusion,
Inc., a Wisconsin corporation (the “Guaranteeing Subsidiary”), a
subsidiary of Appleton Papers Inc. (or its permitted successor), a Delaware
corporation (the “Company”), the Company, the
other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank
National Association as trustee under the Indenture referred to below (the
“Trustee”).

     

    W I T N E
S S E T H

     

    WHEREAS,
the Company has heretofore executed and delivered to the Trustee an indenture
(the “Indenture”),
dated as of June 11, 2004 providing for the issuance of 8 1/8% Senior Notes due
2011 (the “Notes”);

     

    WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
all of the Company’s Obligations under the Notes and the Indenture on the terms
and conditions set forth herein (the “Note Guarantee”);
and

     

    WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.

     

    NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

     

    1.           Capitalized
Terms.  Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.

     

    2.           Agreement
to Guarantee.  The Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in
the Note Guarantee and in the Indenture including but not limited to Article 10
thereof.

     

    3.           No
Recourse Against Others.  No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder
of the Notes by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for
issuance of the Notes.  Such waiver may not be effective to waive
liabilities under the federal securities laws and it is the view of the SEC that
such a waiver is against public policy.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    4.           New
York Law to Govern.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     

    5.           Counterparts.  The
parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

     

    6.           Effect
of Headings.  The Section headings herein are for convenience only and
shall not affect the construction hereof.

     

    7.           The
Trustee.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the
Company.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed and attested, all as of the date first above
written.

    


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    APPLETON
EXTRUSION, INC.

    


    


    By:  /s/  Dane E.
Allen

    Name:  Dane
E. Allen

    Title:  Assistant
Secretary

     

    


    


    APPLETON
PAPERS INC.

    


    


    By: /s/  Dane E.
Allen

    Name:  Dane
E. Allen

    Title:  Assistant
Secretary

     

    


    


    ROSE
HOLDINGS LIMITED

    


    


    By: /s/ Paul J.
Karch                                                                           

    Name:  Paul J.
Karch

    Title:  Director

     

    


    


    BEMROSE
GROUP LIMITED

    


    


    By: /s/ Paul J.
Karch                                                                           

    Name:  Paul J.
Karch

    Title:  Director

     

    


    


    THE HENRY BOOTH GROUP
LIMITED

    


    


    By: /s/ Paul J.
Karch                                                                           

    Name:  Paul J.
Karch

    Title:  Director

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    BEMROSEBOOTH LIMITED

    


    


    By: /s/ Paul J.
Karch                                                                           

    Name:  Paul J.
Karch

    Title:  Director

     

    


    


    HBGI HOLDINGS LIMITED

    


    


    By: /s/ Paul J.
Karch                                                                           

    Name:  Paul J.
Karch

    Title:  Director

     

    


    


    BEMROSE SECURITY &
PROMOTIONAL

    PRINTING LIMITED

    


    


    By: /s/ Paul J.
Karch                                                                           

    Name:  Paul J.
Karch

    Title:  Director

     

    


    


    BEMROSEBOOTH USA INC.

    


    


    By: /s/  Dane E.
Allen

    Name:  Dane E.
Allen

    Title:  Assistant
Secretary

     

    


    


    C & H PACKAGING COMPANY,
INC.

    


    


    By:/s/  Dane E.
Allen                                                                           

    Name:  Dane E.
Allen

    Title:  Assistant
Secretary

     

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    AMERICAN PLASTICS COMPANY,
INC.

    


    


    By:/s/  Dane E.
Allen                                                                           

    Name:  Dane E.
Allen

    Title:  Assistant
Secretary

     

    


    


    PAPERWEIGHT DEVELOPMENT
CORP.

    


    


    By:/s/  Dane E.
Allen                                                                           

    Name:  Dane E.
Allen

    Title:  Assistant
Secretary

     

    


    


    WTA INC.

    


    


    By:/s/  Dane E.
Allen                                                                           

    Name:  Dane E.
Allen

    Title:  Secretary

     

    


    


    APPLETON STEAM INC.

    


    


    By:/s/  Dane E.
Allen                                                                           

    Name:  Dane E.
Allen

    Title:  Secretary

     

    


    


    U.S. BANK
NATIONAL ASSOCIATION, as Trustee

    


    


    By:/s/  Richard
Prokosch                                                                           

    Name:
Richard Prokosch

    Title:
Vice President