Amended and Restated Relationship Agreement



 Exhibit 10.5 
  
 AMENDED AND RESTATED 
 RELATIONSHIP
AGREEMENT 
  
 This AGREEMENT, dated as of June 11, 2004, is by
and among ARJO WIGGINS APPLETON LTD. (f/k/a Arjo Wiggins Appleton p.l.c.) (“AWA”), ARJO WIGGINS (BERMUDA) HOLDINGS LIMITED (“AWA Sub” and, together with AWA, the “AWA Parties”),
PAPERWEIGHT DEVELOPMENT CORP. (“PDC”), PDC CAPITAL CORPORATION (“PDC Sub” and, together with PDC, the “PDC Parties”) and ARJO WIGGINS APPLETON (BERMUDA) LIMITED
(“Bermuda”). 
  
 PRELIMINARY STATEMENTS: 
  
 (1) AWA is the sole holder of all of the issued and outstanding Class A
Common Shares of AWA Sub. 
  
 (2) PDC is the sole stockholder of
PDC Sub. 
  
 (3) AWA Sub is the legal and beneficial owner of 800
Class A Common Shares and 1000 Class B Preference Shares of Bermuda (the “AWA Sub Bermuda Securities”). 
  
 (4) PDC Sub is the legal and beneficial owner of 200 Class A Common Shares and 1 Class C Preference Share of Bermuda (the “PDC Sub Bermuda
Securities”). 
  
 (5) AWA, PDC, New Appleton LLC and
Appleton Papers Inc. (“API”) are parties to that certain AWA Fox River Environmental Indemnity Agreement, dated November 9, 2001 (as amended, supplemented or otherwise modified from time to time, the “AWA Indemnity
Agreement”). 
  
 (6) AWA and Bermuda are parties to
that certain Assignment and Assumption Deed, dated November 9, 2001 (the “Assumption Deed”). 
  
 (7) The parties have entered into this Agreement to set out certain mutual agreements concerning the activities of Bermuda and the satisfaction of claims
under the Assumption Deed and the AWA Indemnity Agreement. 
  
 NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
  
 SECTION 1. Definitions. 
  
 (a) “Administrative Agent” means Bear Stearns
Corporate Lending Inc. or its successor as administrative agent pursuant to the Credit Agreement. 
  

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 (b) “Credit Agreement” means that certain Credit Agreement, dated as of June 11,
2004 by and among PDC, API, Rose Holdings Limited, the several banks and other financial institutions or entities from time to time parties thereto, Bear Stearns & Co. Inc. and UBS Securities LLC as joint lead arrangers and joint bookrunners,
UBS Securities LLC, as syndication agent, US Bank National Association, Associated Bank National Association and LaSalle Bank National Association, each as documentation agent, and the Administrative Agent, together with any amendments or
modifications thereto. 
  
 (c) “Trustee”
means (i) while such notes are outstanding, the trustee under an indenture providing for the issuance of API’s 9 3/4% senior subordinated notes due 2014 on the date hereof (the “Senior Subordinated Notes”) or any successor
trustee thereof; and (ii) while such notes are outstanding, the trustee under an indenture providing for the issuance of API’s 8 1/8% senior notes due 2011 on the date hereof (the “Senior Notes”) or any successor trustee thereof. At a
time when both the Senior Subordinated Notes and the Senior Notes are no longer outstanding, all references to the Trustee in this Agreement shall be deleted. 
  

(d) Other capitalized terms used in this Agreement not otherwise defined herein shall have the meanings set forth in the AWA Indemnity Agreement.

  
 SECTION 2. Prohibition of Certain Activities.

  
 (a) Except with the prior written consent of AWA, and, at a
time that AWA is required to maintain the Acceptable Protection Coverage, of the Administrative Agent and the Trustee, PDC shall not: 
  
 (i) transfer, whether voluntarily or involuntarily, any of the equity securities of PDC Sub (collectively, the “PDC Sub Equity
Securities”); 
  
 (ii) grant,
whether voluntarily or involuntarily, any option or right, or enter into any agreement, that (A) calls for the issuance, sale or other disposition of any PDC Sub Equity Securities or (B) relates to the voting or control of any PDC Sub Equity
Securities; 
  
 (iii) create or permit to exist
any pledge, lien, fixed or floating charge or other encumbrance over any PDC Sub Equity Securities; or 
  
 (iv) vote as a stockholder of PDC Sub in favor of, or otherwise permit, (A) any assignment by PDC Sub for the benefit of creditors, the
appointment of a receiver for the assets of PDC Sub or the filing of any petition or application concerning PDC Sub under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or regulation, (B) the
issuance of additional equity securities by PDC Sub, (C) the amendment of the Certificate of Incorporation or Bylaws of PDC Sub (collectively, the “PDC Sub Constitutional Documents”), or (D) the taking of any act outside the
corporate powers of PDC Sub, as reflected in the PDC Sub Constitutional Documents. 
  
 (b) Except with the prior written consent of PDC, and, at a time that AWA is required to maintain the Acceptable Protection Coverage, of the Administrative Agent and the Trustee, AWA shall not: 
  
 (i) transfer, whether voluntarily or involuntarily, any of
the equity securities of AWA Sub (collectively, the “AWA Sub Equity Securities”); 
  

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 (ii) grant, whether voluntarily or involuntarily, any option or right, or enter into any
agreement, that (A) calls for the issuance, sale or other disposition of any AWA Sub Equity Securities or (B) relates to the voting or control of any AWA Sub Equity Securities; 
  
 (iii) create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over any AWA
Sub Equity Securities; or 
  
 (iv) vote as a
stockholder of AWA Sub in favor of, or otherwise permit, (A) any assignment by AWA Sub for the benefit of creditors, the appointment of a receiver for the assets of AWA Sub or the filing of any petition or application concerning AWA Sub under any
bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or regulation, (B) the issuance of additional equity securities by AWA Sub, (C) the amendment of the Memorandum of Association or Bye-Laws of AWA Sub (the
“AWA Sub Constitutional Documents”) or (D) the taking of any act outside the corporate powers of AWA Sub, as reflected in the AWA Sub Constitutional Documents. 
  
 (c) Except with the prior written consent of AWA, and, at a time that AWA is required to maintain the Acceptable Protection
Coverage, of the Administrative Agent and the Trustee, PDC Sub shall not, and PDC shall cause PDC Sub not to: 
  
 (i) transfer, whether voluntarily or involuntarily, the PDC Sub Bermuda Securities; 
  
 (ii) grant, whether voluntarily or involuntarily, any option
or right, or enter into any agreement, that (A) calls for the issuance, sale or other disposition of any PDC Sub Bermuda Securities or (B) relates to the voting or control of any PDC Sub Bermuda Securities; or 
  
 (iii) create or permit to exist any pledge, lien, fixed or
floating charge or other encumbrance over the PDC Sub Bermuda Securities. 
  
 (d) Except with the prior written consent of PDC, and, at a time that AWA is required to maintain the Acceptable Protection Coverage, of the Administrative Agent and the Trustee, AWA Sub shall not, and AWA shall cause
AWA Sub not to: 
  
 (i) transfer, whether
voluntarily or involuntarily, the AWA Sub Bermuda Securities; 
  
 (ii) grant, whether voluntarily or involuntarily, any option or right or enter into any agreement that (A) calls for the issuance, sale or other disposition of any AWA Sub Bermuda Securities or (B) relates to the
voting or control of any AWA Sub Bermuda Securities; or 
  
 (iii) create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over the AWA Sub Bermuda Securities. 
  

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 (e) Except with the prior written consent of PDC and AWA, and, at a time that AWA is required to maintain
the Acceptable Protection Coverage, of the Administrative Agent and the Trustee, neither PDC Sub nor AWA Sub shall vote as a stockholder of Bermuda in favor of, or otherwise permit: 
  
 (i) any assignment by Bermuda for the benefit of creditors, the appointment of a receiver for the assets of
Bermuda or the filing of any petition or application concerning Bermuda under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or regulation; 
  
 (ii) the voluntary or involuntary transfer by Bermuda of
Indemnity Claim Insurance Policy No. 5295316 (the “Policy”) issued by Commerce & Industry Insurance Company (the “Insurer”); 
  
 (iii) the commutation of the Policy pursuant to Section 3(6) of the Policy without the presentation to the
Insurer of certificates of the Administrative Agent and the Trustee as to the discharge of certain indebtedness of PDC and its Subsidiaries substantially in the forms attached hereto as Exhibit A-1 and A-2 respectively; 
  
 (iv) the amendment of or waiver of any right under the
Policy other than (A) a change of notice address or (B) to cure any ambiguity, omission, defect or inconsistency in the Policy; 
  
 (v) the issuance of additional equity securities by Bermuda to a party other than AWA Sub, PDC Sub or a third party holder of its Class D
Preference Shares ; 
  
 (vi) the amendment of the
Memorandum of Association or Bye-laws of Bermuda; 
  
 (vii) the grant, whether voluntarily or involuntarily, of any option or right, or enter into any agreement, that calls for the sale or other disposition of the Policy; or 
  
 (viii) the creation or continued existence of any pledge, lien, fixed or floating charge or other
encumbrance over the Policy, except pursuant to the Collateral Assignment from Bermuda to PDC, API and New Appleton LLC dated as of November 9, 2001. 
  
 (f) PDC Sub and AWA Sub shall cause Bermuda actively to contest any petition or application filed against it under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation law or regulation. 
  
 (g) Neither AWA nor Bermuda shall permit the assignment of any rights or obligations under the Assumption Deed without the prior written approval of (i) at a time that AWA is obliged to maintain the Acceptable
Protection Coverage, of the Administrative Agent and, if such consent is required pursuant to Section 2(h), of the Trustee or (ii) at all other times, PDC. 
  
 (h) In the event that the consent of the Trustee is required under this Section 2 or Section 9, or if there is proposed any amendment, modification,
waiver or alteration of terms 

  

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(other than the Economic Terms (as defined below)) of this Agreement, the Policy, or the Assumption Deed, the prior written consent of the Trustee shall also
be required, and in either case the Trustee shall be provided with 30 days prior written notice of the proposed amendment, modification, waiver, alteration or other action to be taken, describing the same in reasonable detail and providing any
related documentation for the proposed implementation thereof, together with the following, in each case in form and substance satisfactory to the Trustee: 
  
 (i) a legal opinion from counsel acceptable to the Trustee, to the effect that the proposed action, amendment, modification, waiver or
alteration will not have any adverse effect on the legal rights of the policyholder under the Policy or the legal rights of API and PDC under the AWA Indemnity Agreement, the PDC Agreement (as amended, supplemented or otherwise modified from time to
time), the Assumption Deed or this Agreement, and does not have an adverse effect on the then remoteness of AWA Sub and Bermuda from AWA and its other affiliates for bankruptcy, substantive consolidation or similar purposes; 
  
 (ii) officer’s certificates on behalf of PDC,
certifying that it believes that the proposed action, amendment, modification, waiver or alteration is not adverse to the policyholder, PDC or API; 
  
 (iii) an opinion from an investment bank of recognized national standing, to the effect that the proposed action, amendment, modification,
waiver or alteration is not adverse, from a financial point of view, to the policyholder or to the holders of the Notes and would not, in such investment bank’s opinion, result in any adverse effect on the trading or price of the Notes; and

  
 (iv) any additional opinions or certificates
that the Trustee determines may reasonably be required given the circumstances of any proposed action, amendment, modification, waiver or alteration; 
  
 provided, however that the Trustee shall not be requested to approve and shall not approve any amendment, modification, waiver or alteration of the
requirements of this Section 2(h) or of any of the following terms (the “Economic Terms”) of this Agreement, the Policy or the Assumption Deed: (i) Section I – Insuring Agreement, Section II – Limits of Insurance,
Section III – Conditions (other than Sections 3.d., 8, 9, 18 and 20 thereof) and all related definitions of the Policy; (ii) any provisions of the Assumption Deed; (iii) requirements for certificates of approval from the Trustee or other
lenders in this Agreement or the Policy; (iv) the identity of the insurer under the Policy; and (v) changes in the jurisdiction of organization of the policyholder under the Policy to any jurisdiction other than a jurisdiction set forth on
Exhibit B hereto; it being agreed that any amendment, modification, waiver or alteration of any of the Economic Terms shall require the prior consent of the holders of the majority in aggregate principal amount of the then outstanding New
Notes. Notwithstanding the foregoing, the consent of the Trustee shall not be required if AWA is the sole holder of the Senior Subordinated Note. 
  
 (i) Any purported action in violation of this Section 2 shall be null and void and of no force and effect whatsoever. 
  

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 SECTION 3. Satisfaction of Obligations Under Assumption Deed. 
  
 (a) Without limiting Bermuda’s obligations under the Assumption Deed, to
the extent that funding under the Policy is available in respect of obligations of AWA to PDC under the AWA Indemnity Agreement, Bermuda shall apply such proceeds by making payment directly to PDC or API or to vendors or other third persons entitled
to payment thereof, in each case in a manner consistent with the terms of the AWA Indemnity Agreement, in satisfaction of its obligations under the Assumption Deed and the obligations of AWA under the AWA Indemnity Agreement. 
  
 (b) With respect to all other amounts payable by Bermuda pursuant to the
terms of the Assumption Deed, i.e. other than in satisfaction of AWA’s obligations to PDC under the AWA Indemnity Agreement, Bermuda shall make such payments to AWA or such other person as AWA may designate from time to time; provided that in
the event of a default by AWA in the payment of its indemnification obligations under Section 4 hereof, no payments shall be made to AWA or its designee until such obligations have been satisfied in full. 
  
 (c) Bermuda shall use commercially reasonable efforts to collect funds under
the Policy as promptly as amounts are available for payment under the terms of the Policy. 
  
 (d) In the event AWA has not made or caused to be made a payment under the AWA Indemnity when due and payable (a “Late Payment”), PDC or PDC Sub may unilaterally cause Bermuda to make, and
Bermuda agrees to make, such Indemnity Claims (as defined in the Policy) and submit such Invoice Approval Packages (as defined in the Policy) as PDC may deem appropriate to procure the Insurer’s payment of such Late Payment (so long as in
accordance with the terms of the Policy). 
  
 SECTION 4. Tax
Treatment. 
  
 (a) For so long as AWA continues to satisfy its
obligation, if any, to indemnify the PDC Parties in accordance with subsection 4(c) below, (i) the parties agree to cause Bermuda to be classified as a partnership for United States federal income tax purposes and (ii) PDC agrees that it shall, and
shall cause PDC Sub to, report all of the U.S. taxable income reportable by Bermuda in connection with its ownership of the Policy. In the event AWA fails to satisfy its obligation to indemnify PDC Parties in accordance with clause (c) below, PDC or
PDC Sub may unilaterally cause Bermuda to revoke its election to be classified as a partnership for United States federal income tax purposes and PDC shall be relieved of its obligation to report in accordance with clause (ii) above. 
  
 (b) AWA shall cause Bermuda to provide to PDC, a reasonable time prior to the
due date for the filing thereof, written notice of U.S. taxable income to be reported consistent with clause (a), including information sufficient to enable PDC to comply with its tax reporting obligations. 
  
 (c) AWA hereby covenants to indemnify and hold harmless the PDC Parties from
and against any and all increases in Taxes of a PDC Party or another Member of the Buyers’ Group (as defined in the AWA Indemnity Agreement) which in any way relate to or arise from Bermuda, including Taxes arising from the receipt of any
indemnification payment hereunder. 
  

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 (d) AWA’s indemnity set forth in clause (c) shall be governed, to the extent appropriate in the
context, by the procedural provisions set forth in Sections 4.1 and 5.1 of the AWA Indemnity Agreement. By way of illustration and without limitation of the foregoing: 
  
 (i) AWA shall make payments to the PDC parties prior to the time that the PDC Parties are obligated to pay
indemnified Taxes, so that the PDC Parties are never out of pocket in respect thereof. 
  
 (ii) The PDC Parties shall provide to AWA for AWA’s review, a reasonable time prior to filing, copies of the PDC Parties’ tax
returns reporting taxable income in respect of the Bermuda. 
  
 (iii) The Parties shall cooperate in respect of Bermuda tax matters as provided in Section 5.1.5 of the AWA Indemnity Agreement. 
  

(e) If there shall be any change in United States, United Kingdom or Bermuda tax law, regulation or ratings relevant to the relationships described in
this Agreement, or a change in any party’s tax status, at the request of either the PDC Parties or AWA, the parties shall negotiate in good faith to amend (in accordance with Sections 2 and 9 hereof) the relationships and tax treatment
summarized herein. 
  
 SECTION 5. Representations and
Warranties. 
  
 (a) The AWA Parties, jointly and severally,
represent and warrant that (i) AWA is the sole stockholder of AWA Sub and (ii) attached hereto as Exhibit 5(a) are true, complete and correct copies of the AWA Sub Constitutional Documents. 
  
 (b) The PDC Parties, jointly and severally, represent and warrant that (i)
PDC is the sole stockholder of PDC Sub and (ii) attached hereto as Exhibit 5(b) are true, complete and correct copies of the PDC Sub Constitutional Documents. 
  
 SECTION 6. Payment of Certain Obligations. 
  
 (a) AWA shall provide AWA Sub, and AWA and AWA Sub shall provide Bermuda, with sufficient funds to meet its statutory and
other ordinary course obligations. 
  
 (b) PDC shall provide PDC
Sub with sufficient funds to meet its statutory and other ordinary course obligations. 
  
 SECTION 7. Access to Books and Records. To the extent permitted by antitrust and other applicable laws, the parties shall allow each other reasonable access to their books and records, and to personnel having
knowledge of the whereabouts and/or contents of their books and records, for purposes of confirming compliance with the terms of this Agreement. Any such access to and review shall be permitted and conducted only during normal business hours and
upon reasonable notice. Each party shall be entitled to recover its out-of-pocket costs (including, without limitation, copying costs and a reasonable charge for employee time) incurred in providing their books and records and/or personnel. The
requesting party shall hold in confidence all confidential information identified as such by the disclosing party or any of its 

  

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officers, agents, representatives or employees; provided, however, that information that (i) was in the public domain; (ii) was in fact known
to the requesting party prior to disclosure by the disclosing party or its officers, agents, representatives or employees; (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the
disclosing party; or (iv) any party is required by law, rule or regulation (of any applicable stock or securities exchange or otherwise) or otherwise deems necessary and proper to disclose in connection with the filing of any tax return or other
document required to be filed with, or as required by, any governmental authority, shall not be deemed to be confidential information. In addition, the parties agree that confidential information shall not be used for any purpose other than the
specific purpose for which it was supplied. 
  
 SECTION 8.
Dispute Resolution. 
  
 (a) The AWA Parties, on the one
hand, and the PDC Parties, on the other hand, shall attempt in good faith to resolve any dispute or difference between or among the parties arising out of or relating to this Agreement promptly by negotiation between executives of the relevant
parties who have authority to settle the controversy within fifteen (15) days after delivery of a notice of a dispute by one or more parties to the others. All negotiations pursuant to this Section 8(a) are confidential and shall be treated as
compromise and settlement negotiations for purposes of applicable rules of evidence. 
  
 (b) Any dispute or difference between or among the parties arising out of or relating to this Agreement which has not been resolved by negotiation pursuant to Section 8(a) within fifteen (15) days as therein provided,
shall be settled by arbitration in accordance with the CPR Rules of Non-Administered Arbitration in effect on November 9, 2001, by a mutually acceptable single arbitrator designated by the respective parties. If the parties are unable to agree on an
arbitrator within fifteen (15) days following the expiration of the negotiation period described in Section 8(a), an arbitrator shall be selected by the Center for Public Resources pursuant to the procedures set forth in its Rule 6.4.b or by such
other procedures as the parties may elect. In order to expedite the process of selecting an arbitrator, the parties shall use their best efforts to agree upon a standby arbitrator and an alternate within thirty (30) days following November 9, 2001,
and within thirty (30) days following the resignation or inability of any such standby arbitrator or alternate to serve. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award
rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be New York, New York. The language of the arbitration shall be English. The arbitration shall be governed by the law of the State of
New York. The arbitrator is not empowered to award damages in excess of compensatory damages and each party expressly waives and foregoes any right to punitive, exemplary or similar damages unless a statute requires that compensatory damages be
increased in a specified manner. Following the final arbitration hearings, which shall be completed within thirty (30) days following the later of (i) the designation of the arbitrator and (ii) the expiration of the negotiation period described in
Section 8(a) unless otherwise mutually agreed by the parties to the dispute, the arbitrator shall promptly deliver a written decision with respect to the dispute to each of the parties, who shall promptly act in accordance therewith. Each party
agrees that any decision of the arbitrator shall be final, conclusive and binding and that they will not contest any action by any other party thereto in accordance with a decision of the arbitrator. It is specifically understood and agreed that any
party may enforce any award rendered pursuant to 

  

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the arbitration provisions of this Section 8(b) by bringing suit in any court of competent jurisdiction. 
  
 (c) All reasonable fees, costs and expenses (including attorneys’ fees
and expenses) incurred by the party that prevails in any such arbitration commenced pursuant to Section 8(b) or any judicial action or proceeding seeking to enforce the agreement to arbitrate disputes as set forth in Section 8(b) or seeking to
enforce any order or award of any arbitration commenced pursuant to this Section 8 may be assessed (in whole or in part) against the party or parties that do not prevail in such arbitration in such manner as the arbitrator or the court in such
judicial action, as the case may be, may determine to be appropriate under the circumstances. All costs and expenses attributable to the arbitrator shall be allocated among the parties to the arbitration in such manner as the arbitrator shall
determine to be appropriate under the circumstances. 
  
 (d) The
parties hereto shall take all required steps in order to avoid any inconsistencies between the resolutions of disputes hereunder and resolutions of disputes under the AWA Indemnity Agreement including, without limitation, the consolidation of any
dispute resolution procedures. 
  
 SECTION 9. Amendment;
Assignment. This Agreement may not be amended, modified or assigned except at a time that AWA is required to maintain the Acceptable Protection Coverage, with the written approval of the Administrative Agent and the Trustee pursuant to Section
2(h). Any purported amendment, modification or assignment that is not in compliance with the preceding sentence shall be null and void and of no force and effect whatsoever. Subject to the foregoing, this Agreement shall inure to the benefit of the
parties’ respective successors and assigns. 
  
 SECTION 10.
Governing Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. FOR THE LIMITED PURPOSE OF ENFORCEMENT OF AN ARBITRAL JUDGMENT IN ACCORDANCE WITH SECTION 8(b), EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK OR THE COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE SOUTHERN DISTRICT OF NEW YORK FOR ANY ACTIONS, SUITS OR PROCEEDINGS ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED HEREBY, IN THE COURTS OF THE STATE OF NEW YORK OR THE COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE SOUTHERN DISTRICT OF NEW YORK AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVE AND AGREE NOT TO PLEAD OR
CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 
  

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 SECTION 11. Notices. 
  
 (a) All communications provided for hereunder shall be in writing and shall be deemed to be given when delivered in person
or by private courier with receipt, when telefaxed and received, and, 
  
 If to any PDC Party: 
  
 Paperweight Development Corp.

 c/o Appleton Papers Inc. 
 825
E. Wisconsin Avenue 
 P.O. Box 359 
 Appleton, WI 54912-0359 
 Facsimile: (920) 991-7256 
  
 Attention: Paul Karch, 
 Vice President, Law and 
 Public Affairs and 
 General Counsel 
  
 with copies
to: 
  
 Godfrey & Kahn, S.C. 
 780 N. Water Street 
 Milwaukee, WI 53202

 Facsimile: (414) 273-5198 
 Attention: Christopher B. Noyes 
  
 State Street Bank
and Trust Company 
 Trustee of the ESOP Component of the 
 Appleton Papers Retirement Saving Plan 
 Two International Place 
 Boston, MA 02110 
 Facsimile: (617)

 Attention: Kelly G. Driscoll 
  
 Jones Day Reavis & Pogue 
 77 West Wacker

 Suite 3500 
 Chicago, IL
60601-1692 
 Facsimile: (312) 782-8585 
 Attention: Ronald S. Rizzo 
  
 If to any AWA Party:

  
 Arjo Wiggins Appleton Ltd 
 St. Clement House 
  

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 Alencon Link 
 Basingstoke 
 Hampshire RG21 
 ENGLAND 
 Facsimile: 011-44-1256-796075 
 Attention: Company Secretary 
  
 with a copy to: 
  
 McDermott, Will & Emery 
 50 Rockefeller
Plaza 
 New York, NY 10020 
 Facsimile: 212-547-5444 
 Attention: C. David Goldman 
  
 or to such other address as any such party shall designate by written notice to the other parties hereto. 
  
 (b) Without limiting the generality of Section 11(a), AWA Sub and PDC Sub
hereby agree that any notices given or received by the party identified above on behalf of them shall be deemed given and received by each of them and that, pursuant thereto, the other parties may rely upon the applicability of any such notice as
being binding upon, and applicable to each of them. 
  
 SECTION
12. Third Party Beneficiary. The Administrative Agent, on behalf of the lenders pursuant to the Credit Agreement, and the Trustee, on behalf of the holders of the Senior Subordinated Note or the New Notes, are third party beneficiaries of
this Agreement with full rights and remedies under or by reason of this Agreement as if parties hereto. Other than the parties hereto and their respective successors and permitted assigns and except as specifically set forth in the preceding
sentence, nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any other person any rights or remedies under or by reason of this Agreement. 
  
 SECTION 13. Conflict with Bermuda Bye-Laws. In the event of an
inconsistency between any term of this Agreement and the Bye-Laws of Bermuda, the provisions of this Agreement shall control. 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

  

									
	 ARJO WIGGINS APPLETON LTD.
	 	 	 	 PAPERWEIGHT DEVELOPMENT CORP.

					
	 By:
	 	 /s/ Christopher Gower
	 	 	 	 By:
	 	 /s/ Dale E. Parker

	 Name:
	 	 Christopher Gower
	 	 	 	 Name:
	 	 Dale E. Parker

	 Title:
	 	 Authorized Signatory
	 	 	 	 Title:
	 	 Chief Financial Officer & Treasurer

			
	 ARJO WIGGINS (BERMUDA) HOLDINGS LIMITED
	 	 	 	 PDC CAPITAL CORPORATION

					
	 By:
	 	 /s/ Favier Vincent
	 	 	 	 By:
	 	 /s/ Dane E. Allen

	 Name:
	 	 Favier Vincent
	 	 	 	 Name:
	 	 Dane E. Allen

	 Title:
	 	 Authorized Signatory
	 	 	 	 Title:
	 	 Secretary

			
	 ARJO WIGGINS APPLETON (BERMUDA) LIMITED
	 	 	 	 
					
	 By:
	 	 /s/ Christopher Gower
	 	 	 	 	 	 
	 Name:
	 	 Christopher Gower
	 	 	 	 	 	 
	 Title:
	 	 Director
	 	 	 	 	 	 

  

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