Appvion 8K Appleton Papers Inc. Announces Consent Solicitation with Respect to its Senior and Senior Subordinated Notes | SEC 26 May 06

Exhibit 99.2

CONSENT SOLICITATION STATEMENT

May 26, 2006

APPLETON PAPERS INC.

Solicitation of Consents to Amendments of

Certain Provisions of the Indentures Governing its

8¹/8% Senior Notes due 2011 (CUSIP No. 038101AE1)

9³/4% Senior Subordinated Notes due 2014 (CUSIP No. 038101AH4)

THE CONSENT SOLICITATION WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 9, 2006, UNLESS OTHERWISE EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). CONSENTS DELIVERED MAY BE REVOKED BY HOLDERS ON TERMS AND CONDITIONS SET FORTH HEREIN. SEE “THE CONSENT SOLICITATION— REVOCATION OF CONSENTS.”

Subject to the terms and conditions set forth in this Consent Solicitation Statement (the “Consent Solicitation Statement”), Appleton Papers Inc., a Delaware corporation (“we,” “us,” “Appleton” or the “Company”), is soliciting consents of Holders (as hereinafter defined) on the Record Date (as hereinafter defined) of its 8¹/8% Senior Notes due 2011 (the “Senior Notes”) and its 9³/4% Senior Subordinated Notes due 2014 (the “Senior Subordinated Notes” and together with the Senior Notes, collectively, the “Notes”) of Appleton, to amendments (the “Proposed Amendments”) of certain provisions of the indenture (in effect on the date hereof) governing the Senior Notes (the “Senior Note Indenture”) and certain provisions of the indenture (in effect on the date hereof) governing the Senior Subordinated Notes (the “Senior Subordinated Note Indenture” and together with the Senior Note Indenture, collectively, the “Indentures”). The purposes of this solicitation (the “Consent Solicitation”) are to permit us to make (i) distributions to Paperweight Development Corp. (“Paperweight”) to enable Paperweight to make certain payments in respect of our employee stock ownership plan (“ESOP” or the “Company Stock Fund”) to comply with our obligations thereunder and with applicable law, (ii) other related changes to the restricted payments covenant of each of the Indentures to reflect obligations that were not reflected in the Indentures as originally drafted and (iii) other amendments to the documentation of our ESOP that are not reasonably likely to result in a material adverse change to the Company. See “Summary—Purposes and Background of the Consent Solicitation” and “Description of the Proposed Amendments,” for further description of the Proposed Amendments.

Holders are requested to read and carefully consider the information contained in this Consent Solicitation Statement and to give their consent to the Proposed Amendments by properly completing and executing the accompanying consent form and delivering the executed forms (the “Consent Forms”) to Global Bondholder Services Corporation, as tabulation agent (the “Tabulation Agent”), prior to the Expiration Date, at its address listed in the Consent Form, by mail, first-class postage prepaid, overnight courier, hand delivery, or facsimile. Appleton’s obligation to accept the consents and pay the Consent Payment (as hereinafter defined) shall be conditioned upon (i) receipt by the Tabulation Agent of properly executed and completed (and not revoked) Consent Forms in respect of at least a majority in aggregate principal amount of each of the Senior Notes and Senior Subordinated Notes that are outstanding (determined in accordance with the respective Indenture) (such number of consents hereinafter referred to as the “Requisite Consents”) on or prior to the Expiration Date, (ii) execution and delivery of the supplemental indenture to the Senior Note Indenture and the supplemental indenture to the Senior Subordinated Note Indenture giving effect to the Proposed Amendments (respectively, the “Senior Supplemental Indenture” and the “Senior Subordinated Supplemental Indenture,” collectively, the “Supplemental Indentures”) by Appleton, U.S. Bank National Association, as trustee (the “Trustee”) under each of the Indentures and Paperweight and the guarantors named therein (the “Guarantors”) (the forms of which are attached hereto asExhibit A andExhibit B, respectively) and (iii) execution and delivery by the requisite parties of a consent to the Credit Agreement (the “Credit Agreement”), by and among Appleton, Paperweight, Rose Holdings Limited, Bear Stearns Corporate Lending Inc., as administrative agent, and the other financial institutions party thereto (the “Lenders”), with respect to the Proposed Amendments to the Indentures and payment of fees (and payment of related fees and expenses) in connection with this Consent Solicitation (the “Bank Consent”). The foregoing are collectively referred to in this Consent Solicitation Statement as the “Conditions”. Promptly after all the Conditions are satisfied, Appleton will pay all registered holders of Notes as of the close of business on the Record Date $10 in cash (the “Consent Payment”) for each $1,000 principal amount of Notes for which consents have been received and accepted prior to the Expiration Date and not validly revoked. Appleton is seeking consents to all the Proposed Amendments as a single proposal. Accordingly, a Consent Form purporting to consent to only some of the Proposed Amendments will not be valid.If the Proposed Amendments become effective, they will be binding upon all Holders, whether or not such Holders have delivered their Consent Form.

The Solicitation Agent for the Consent Solicitation is:

UBS Investment Bank

The Expiration Date may be extended (including on a daily basis) at any time in the sole discretion of Appleton, and the Consent Solicitation may be terminated at any time in the sole discretion of Appleton.

Only Holders will be eligible to consent to the Proposed Amendments. The term “Holder” as used herein means (i) those persons in whose name Notes were registered (“Registered Holders”) as of the close of business on May 25, 2006 (the “Record Date”) or (ii) any other person who has been authorized by proxy or in any other manner acceptable to Appleton (or any other person possessing title by or through such person) to vote the applicable Notes on behalf of such Registered Holder. Appleton reserves the right to establish from time to time any new date as the Record Date and, thereupon, that new date will be deemed to be the “Record Date” for purposes of the Consent Solicitation.

Appleton will not be deemed to have accepted any Consent Form until all of the Conditions are satisfied or waived by Appleton in its sole discretion. If the Proposed Amendments become effective, they will be binding upon all Holders, whether or not such Holders have delivered their Consent Form.

The transfer of Notes after the Record Date will not have the effect of revoking any consent theretofore validly given by a Holder, and each properly completed and executed Consent Form will be counted notwithstanding any transfer of the Notes to which such Consent Form relates, unless the procedure for revoking consents described herein has been complied with.

Terms used in this document that are not otherwise defined will have the meanings set forth in the Indentures.

Appleton has not authorized any person to give any information or make any representation in connection with the solicitation of consents other than those contained herein and, if given or made, such information or representations must not be relied upon as having been authorized. The delivery of this Consent Solicitation Statement shall not, under any circumstances, create any implication that the information contained herein is correct after the date hereof.

Consents may be revoked in accordance with the procedure set forth herein. Consents in respect of both the Senior Notes and the Senior Subordinated Notes will become irrevocable upon receipt by the Tabulation Agent of properly executed and completed (and not revoked) Consent Forms in respect of the Proposed Amendments representing at least a majority in aggregate principal amount ofeither the Senior Notes or the Senior Subordinated Notes that are outstanding (the “Withdrawal Threshold”). See “The Consent Solicitation—Revocation of Consents.” Once the Withdrawal Threshold has been reached for either series of Notes, Holders may not withdraw their previously delivered consents to the Proposed Amendments.

This Consent Solicitation Statement does not constitute a solicitation of a consent in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such a solicitation.

Under no circumstances should any Holder tender or deliver Notes.

Appleton anticipates that the Depository Trust Company (“DTC”), as nominee holder of Notes, will execute an omnibus proxy that will authorize its participants (the “DTC Participants”) to consent with respect to the Notes owned by such DTC Participants and held in the name of Cede & Co. as specified on the DTC position listing as of the Record Date. In each such case, all references to Holders shall, unless otherwise specified, include DTC Participants.

Recipients of this Consent Solicitation Statement are not to construe the contents of the Consent Solicitation Statement as legal, business or tax advice. Each recipient should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning this solicitation.

IN NO EVENT SHALL THIS CONSENT SOLICITATION STATEMENT OR THE CONSENT FORM BE CONSTRUED AS A STATEMENT OR RECOMMENDATION BY THE TABULATION AGENT (AS DEFINED HEREIN) OR THE SOLICITATION AGENT OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AFFILIATES OR COUNSEL, AS TO THE TRANSACTIONS DESCRIBED HEREIN.

Each Holder is requested to read and carefully consider the information contained herein and to give its consent to the Proposed Amendments by properly completing and executing the accompanying Consent Form in accordance with the instructions set forth herein and therein.

Questions and requests for assistance may be directed to either the Solicitation Agent or the Information Agent (as defined herein) at its respective address and telephone number set forth on the back cover of this Consent Solicitation Statement. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation. Requests for additional copies of this Consent Solicitation Statement, the accompanying Consent Form and other related documents should also be directed to the Information Agent. All executed Consent Forms and any other documents required by the Consent Forms should be directed to the Tabulation Agent at the address set forth in the Consent Form.

AVAILABLE INFORMATION

Appleton currently files and furnishes periodic reports and other information with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such reports and other information filed and furnished by Appleton with the Commission may be inspected and copied at the public reference room maintained by the Commission at 100 F Street, N.W., Washington, D.C. 20549. Copies of such material can also be obtained upon written request addressed to the public reference room of the Commission at 100 F Street, N.W., Washington, D.C. 20549, at prescribed rates, or from the Commission’s website at http://www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Appleton with the Commission are hereby incorporated by reference:

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2005;

•

Quarterly Report on Form 10-Q for the quarter ended April 2, 2006; and

•

Current Reports on Form 8-K filed on May 4, 2006.

All documents which Appleton files pursuant to Sections 13, 14, or 15(d) of the Exchange Act after the date of this Consent Solicitation Statement and prior to the termination of the Consent Solicitation shall be deemed to be incorporated by reference in this Consent Solicitation Statement and to be a part of this Consent Solicitation Statement from the date of filing of such documents. Any statement contained in a document incorporated by reference in this Consent Solicitation Statement shall be deemed to be modified or superseded for purposes of this Consent Solicitation Statement to the extent that a statement in this Consent Solicitation Statement or in any subsequently filed document that also is or is deemed to be incorporated by reference modifies or replaces such statement.

Appleton will provide without charge to each person to whom a copy of this Consent Solicitation Statement has been delivered, upon the written or oral request of any such person, a copy of any or all of the documents incorporated by reference herein, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into the information that this Consent Solicitation Statement incorporates. You should direct written or oral requests for such copies to: Appleton Papers Inc., 825 East Wisconsin Avenue, P.O. Box 359, Appleton, Wisconsin 54912-0359, Attention: Corporate Secretary, telephone (920) 734-9841.

iii

FORWARD-LOOKING STATEMENTS

This Consent Solicitation Statement contains and incorporates by reference forward-looking statements. The words “will,” “may,” “should,” “believes,” “anticipates,” “intends,” “estimates,” “expects,” “projects,” “plans,” “seek” or similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact, including statements which address our strategy, future operations, future financial position, estimated revenues, projected costs, prospects, plans and objectives of management and events or developments that we expect or anticipate will occur, are forward-looking statements. All forward-looking statements speak only as of the date on which they are made. They rely on a number of assumptions concerning future events and are subject to a number of risks and uncertainties, many of which are outside our control that could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the factors that are discussed in Appleton’s public filings and submissions with the Commission. Many of these factors are beyond our ability to control or predict. Given these uncertainties, you should not place undue reliance on the forward-looking statements. We disclaim any obligation to update or revise publicly any forwardlooking statements, whether as a result of new information, future events or otherwise.

TABLE OF CONTENTS


AVAILABLE INFORMATION		iii

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		iii

FORWARD-LOOKING STATEMENTS		iv

SUMMARY		1
Purposes and Background of the Consent Solicitation		1
Summary of the Consent Solicitation		8

DESCRIPTION OF THE PROPOSED AMENDMENTS		10

THE CONSENT SOLICITATION		14
General		14
Record Date		14
Effectiveness		14
Expiration Date; Extensions; Amendment		15
How to Consent		15
Revocation of Consents		16
Solicitation Agent, Information Agent and the Tabulation Agent		16
Assistance/Additional Materials		17
Fees and Expenses		17

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES		17
Effect of Proposed Amendments		17
Backup Withholding		18
Non-U.S. Holders		18
Internal Revenue Service Circular 230 Disclosure		18

MISCELLANEOUS		19

EXHIBIT A: Form of Senior Supplemental Indenture		A-1

EXHIBIT B: Form of Senior Subordinated Supplemental Indenture		B-1

EXHIBIT C: Text of Indentures and Proposed Amendments		C-1

SUMMARY

The following is a summary of certain information contained elsewhere in this Consent Solicitation Statement and is qualified in its entirety by the more detailed information contained elsewhere in this Consent Solicitation Statement or incorporated herein by reference. Descriptions in this Consent Solicitation Statement of the provisions of the Indentures are summaries of the respective provisions and such provisions are incorporated herein by reference as part of such summaries, which are qualified in their entirety by such reference. Copies of the Indentures will be provided upon request made to the Information Agent.

Purposes and Background of the Consent Solicitation

Purposes of the Consent Solicitation

The purposes of the Proposed Amendments are to permit us to make (i) distributions to Paperweight to enable Paperweight to make certain payments in respect of the ESOP to comply with our obligations thereunder and with applicable law, (ii) other related changes to the restricted payments covenant of each of the Indentures to reflect obligations that were not reflected in the Indentures as originally drafted and (iii) other amendments to the documentation of the ESOP that are not reasonably likely to result in a material adverse change to the Company.

Appleton is required to make significant distributions to enable Paperweight to satisfy its share repurchase obligations under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Internal Revenue Code of 1986, as amended (the “Code”), and the terms of the Appleton Papers Retirement Savings and Employee Stock Ownership Plan (the “KSOP”) to current and former employees who are participants in the ESOP component of the KSOP. Even though Appleton expects that the ESOP will convert all eligible repurchase obligations to an installment basis, it appears that the covenants in the Indentures may be read to provide that the total projected payments to satisfy repurchase obligations will exceed the restricted payments covenant limitations established by the Indentures.

The Proposed Amendments would:

•

modify the restricted payments covenants of the Indentures;

•

allow changes to the documentation for our ESOP that are not reasonably likely to result in a material adverse change to the Company;

•

provide for additional interest on the Notes in certain circumstances pertaining to ESOP-related payments; and

•

modify the definitions of Code, Consolidated Cash Flow, Consolidated Net Income and Fixed Charges and create new definitions of Adjusted Fixed Charge Coverage Ratio and Credit Agreement Reference Amount under the Indentures.

For more information on the Proposed Amendments, see “Description of the Proposed Amendments” below.

Background of the Consent Solicitation

Our company is owned by its employees through the ESOP component of the KSOP. The KSOP is a tax-qualified retirement plan that is available to our U.S. employees. The ESOP component of the KSOP is a tax-qualified employee stock ownership plan that has invested and will continue to invest in Paperweight common stock.

Appleton is a wholly-owned subsidiary of Paperweight. The ESOP owns 100% of the shares of common stock of Paperweight. On November 9, 2001, Paperweight and a wholly-owned subsidiary acquired Appleton from Arjo Wiggins Appleton p.l.c., which is now known as Arjo Wiggins Appleton Limited (“Arjowiggins”), a European manufacturer of paper products, and two of its subsidiary holding companies, which we sometimes refer to as the sellers or as affiliates of Arjowiggins. In connection with the acquisition, approximately 90% of our employees invested approximately $107 million in the Company Stock Fund. State Street Global Advisers, acting as the ESOP trustee, purchased 100% of the common stock of Paperweight. Paperweight simultaneously used all the proceeds from the sale of those shares of common stock to finance a portion of the purchase price of the acquisition.

Paperweight has elected to be treated as a subchapter S corporation for federal and, where recognized, state and local income tax purposes and has elected that its eligible subsidiaries be treated as qualified subchapter S subsidiaries for federal and, where recognized, state and local income tax purposes. This tax treatment, together with 100% ownership of Paperweight’s common stock by the tax-exempt ESOP, has resulted in substantial corporate tax savings and enhanced cash flow. Paperweight does not conduct any business apart from undertaking matters incidental to its ownership of the stock of its subsidiaries and matters relating to the ESOP and taking actions required to be taken under ancillary acquisition agreements. Paperweight relies upon Appleton for cash flows to support its ESOP share repurchases obligations (as described below).

It may be necessary for Appleton to make significant distributions to enable Paperweight (1) to repurchase shares from the ESOP upon a participant’s retirement, death, disability, resignation, dismissal or permanent layoff and (2) to repurchase shares from the ESOP upon a participant’s election to diversify a portion of the common stock held in the participant’s account, as required by ERISA, the Code and the terms of the KSOP.

Legally Required Distributions

Upon a participant’s retirement, death, disability, resignation, dismissal or permanent layoff, the value of such participant’s account balance will be paid to that participant, or that participant’s beneficiary, in the case of the participant’s death. Requests for lump sum distributions from the Company Stock Fund will be granted in accordance with a uniform, nondiscriminatory policy established by the ESOP committee. For repurchases in 2003 and 2004, Paperweight completed share repurchases to former employees by single lump sum distributions. Pursuant to a uniform, nondiscriminatory policy, during 2005, the ESOP committee exercised its right to satisfy requests for distributions to former participants by making five annual installments. Appleton currently expects that some of Paperweight’s share repurchase obligations to former participants required by the ESOP throughout the remainder of fiscal 2006 will be made on an installment basis, as permitted under the terms of the ESOP.

Legally Required Diversification

In addition, per the Code and the terms of the KSOP, participants who reach the age of 55 with at least 10 years of service have certain rights to diversify the investments in their ESOP accounts, which otherwise would be invested in shares of Paperweight. If a participant elects to exercise such diversification rights, Paperweight is legally obligated to repurchase its common stock from the ESOP. In addition, the ESOP committee may, under the ESOP Documentation, allow additional diversification rights. Appleton has determined that the approximately $16 million of the semi-annual payments for share repurchases in the second quarter of 2006 will consist of approximately $5.95 million of distributions made in installment payments and $10.05 million of mandatory diversification payments made in single lump sum distributions.

As discussed above, Paperweight is required to make distributions to former participants or participants who are entitled to diversification rights in the ESOP under the terms of the KSOP, ERISA and the Code. Satisfaction of the obligations to make distributions to such former or current participants is necessary in order to maintain the ESOP’s status as a tax qualified retirement plan. If the ESOP loses its status as a tax qualified retirement plan: (a) participants would be required to take into income vested contributions made by Appleton in the year the ESOP is disqualified; (b) the ESOP would lose its tax-exempt

status (which allows trust income to accumulate tax-free); and (c) Appleton would lose its status as an electing S corporation and accordingly would be subject to corporate income tax. The amount of Paperweight’s repurchase obligations, however, may at any time exceed our payment limitations in the Indentures. Further, Paperweight, as a guarantor of our indebtedness, may also be limited to some extent from making payments to the ESOP or its beneficiaries by the terms of Paperweight’s and our indebtedness. As a result of Paperweight’s legally and contractually imposed repurchase obligations, we and/or Paperweight may be forced to violate the distribution and/or payment limitations contained in the Indentures, which may ultimately result in a default under the Notes. Defaults on either of the Notes could result in an acceleration of all of our then outstanding indebtedness and cause us to dispose of our assets or declare bankruptcy, and as a result we may not have sufficient funds to satisfy our obligations under the Senior Notes and Senior Subordinated Notes.

Event of Chapter 11

Under a Chapter 11 scenario, a creditor with an allowed secured claim normally has priority (with respect to assets that secure its position) over prepetition creditors. To the extent that the secured creditors’ collateral is inadequate to cover its claim, the remaining stub claim is usually treated as a general unsecured claim entitled to pro rata treatment with other general unsecured claims. Under the Bankruptcy Code, certain employee claims, such as any mandatory distributions under the ESOP or installment payments due under the ESOP, may be treated as general unsecured claims ranking pari-passu with other unsecured claims. These priority rules are based on the U.S. Bankruptcy Code. Further, if the Company files for Chapter 11, payment of general unsecured claims, including those under creditor agreements, are normally suspended during the bankruptcy case.

Limitations on Restricted Payments

The covenants in both the Credit Agreement and the Indentures restrict Appleton’s ability to pay dividends to Paperweight, which could limit Paperweight’s ability to repurchase shares distributed to ESOP participants who have terminated employment or who are entitled to diversification rights. While the Company believes that the Credit Agreement currently provides sufficient flexibility to satisfy anticipated share repurchases pursuant to the ESOP Documentation, the restricted payments covenants under the Indentures do not.

Under the Credit Agreement, Appleton may make restricted payments to Paperweight to: (1) satisfy Paperweight’s obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP upon the death, disability or termination of employment of such participants or upon a participant’s election to exercise his or her legal right to diversify a portion of the common stock held in the account; (2) to make loans to the ESOP to permit the ESOP to make loans to participants in the ESOP in accordance with the ESOP Documentation; and (3) to provide funds to the ESOP to permit the ESOP to fund hardship distributions to participants in the ESOP in accordance with the ESOP Documentation; so long as (x) the aggregate amount of such restricted payments to Paperweight in any fiscal year (when aggregated with certain loans and advances made for such purposes) does not exceed the sum of (A) available contributions under the ESOP for such fiscal year plus (B) $25 million in any fiscal year and (y) Paperweight and its subsidiaries are in pro forma compliance with the financial covenants contained in the Credit Agreement after giving effect thereto. Under the terms of the Credit Agreement, Paperweight had the capacity to repurchase its common stock in the amount of $34.1 million in 2004 and $34.5 million in 2005.

Under the Indentures, Appleton can make certain restricted payments and permitted investments, including, among other things, ESOP-related payments. Appleton’s ability to make such ESOP-related payments under the restricted payments covenants under the Indentures, however, is limited by a general restricted payment basket (under Section 4.07(a)) of the respective Indenture which, as provided in more detail therein, is comprised of (a) 50% of Consolidated Net Income, (b) 100% of net cash and non-cash proceeds received by Paperweight from issuances of common equity, and (c) certain returns from restricted investments previously made, upon redesignation of an unrestricted subsidiary as a restricted subsidiary and 50% of dividends received from unrestricted subsidiaries. There is also a $10 million restricted payment

basket pursuant to Section 4.07(b)(13) of the Senior Note Indenture and Section 4.07(b)(12) of the Senior Subordinated Note Indenture.

As of the date hereof, the Company estimates that its available cumulative restricted payment baskets as described in the immediately preceding paragraph equal approximately $10.5 million under each Indenture. If the Proposed Amendments are adopted, Paperweight will have greater flexibility to make restricted payments under Section 4.07(b) of the Indentures, but will agree to modifications of Section 4.07(a), which will provide that the general restricted payments baskets under Section 4.07(a) shall not be increased by cash proceeds received by Paperweight after January 1, 2006 from the ESOP to the extent the same constitute proceeds of employee deferrals which are invested by the ESOP in common equity of Paperweight.

The table below shows the calculation of our currently available restricted payments baskets under the Indentures, as currently in effect, as well as projected availability thereunder through June 30, 2006.

Restricted Payments


	As at
($’s in 000’s, unless otherwise specified)	Dec 31, 2004			Dec 31, 2005			June 30, 2006
Cumulative 50% of net income (100% of net losses)	$	634			($2,105	)	$	1,400
Cumulative deferrals		4,667			14,523			18,607

Cumulative net income and deferrals		5,301			12,418			20,007
Prior cumulative restricted payments made from net income and deferrals basket		—			(5,301	)		(12,418	)

Availability under cumulative net income and deferrals basket		5,301			7,117			7,589
Payment made (or projected) in period		(10,190	)		(9,336	)		(16,000	)

Deficit funded (or projected) from §4.07(b) $10 million basket		(4,889	)		(2,219	)		(8,411	)

Balance under (or projected under) baskets		5,111			2,892			(5,519	)

Summary of Payments
Total Available to Make Restricted Payments
Cumulative net income and deferrals	$	5,301		$	12,418		$	20,007
Cumulative payment made		—			(5,301	)		(12,418	)

Availability under cumulative net income and deferrals basket		5,301			7,117			7,589
Balance under §4.07(b) $10 million basket (beginning of period)		10,000			5,111			2,892

Total available to make restricted payments		15,301			12,228			10,481
Payment made (or projected) in period		(10,190	)		(9,336	)		(16,000	)

Surplus / (or projected deficit)	$	5,111		$	2,892			($5,519	)

The Indentures, when originally drafted, failed to address the Company’s ESOP-related payment obligations in the time period 2006 – 2010. During these five years, we expect that an increasing number of employees belonging to the “baby-boomer” generation will be entitled to payouts as they reach an age at which distribution and diversification rights are triggered. The payout amounts in the future will be affected by the number of retiring or terminated employees and the age of employees, which affect diversification rights, and by the value of Paperweight common stock, which has increased significantly in the past four years (as outlined in the chart below).

Paperweight Year-End Share Appraisal

LOGO

The following table shows the total amount of historical ESOP distributions from 2002 to 2005, as well as the expected ESOP distributions for the six month period ended 2006.

ESOP Distributions


	Full Year								Six Months
($’s in 000’s, unless otherwise specified)	2002		2003		2004(1)		2005		2006
Payment Made
Distribution from ESOP	$	300	$	12,840	$	23,630	$	6,464	$	5,950
ESOP diversification		160		1,550		3,760		2,872		10,050

Total payments	$	460	$	14,390	$	27,390	$	9,336	$	16,000

Note: (1) $17.2 million of payments were made prior to issuance of current debt securities

The chart below plots the total value of account balances held by former employees and the amounts Paperweight has paid upon requests for share repurchases due to its share repurchase obligations under ERISA and the Code. The columns for June 2005 and November 2005 show the effect of the ESOP committee exercising its right to satisfy such share repurchase requests to former employees by making five annual installment payments. The column for June 2006 shows the anticipated effect of the Company continuing to make payments in five annual installments.

Distributions from the ESOP (in millions)

LOGO

Eligible employees make diversification elections annually. The chart below shows the total dollars eligible for diversification and the amount participants elected to transfer out of the ESOP. The column below for June 2006 shows the expected amount of total dollars eligible for diversification and the expected amount participants will elect to transfer out of the ESOP.

ESOP Diversification (in millions)

LOGO

Each period represented in the chart above shows the amounts diversified for each period by eligible plan participants. The balances do not accumulate from prior periods.

In the years 2001 to 2005, participants have diversified a total of $8.34 million from the ESOP, which is within our forecasted range. Appleton anticipates this diversification percentage will increase in 2006 because the stock price has grown and the work force is aging. No assurances can be given as to the amount of diversification requests that will be made in any period.

The table below shows the total number of shares of Paperweight common stock currently held by employees under the ESOP by age group as of December 31, 2005 and the amount of money Appleton would be required to pay upon request for share repurchases pursuant to the ESOP based upon the December 31, 2005 share price.


	At December 31, 2005
Age	Number of shares of Paperweight Common Stock	Cost Basis of Shares of Paperweight Common Stock		Value of Shares of Paperweight Common stock at $28.56/share
>70	2,550.8161	$	25,078.59	$	72,851.31
66-70	97,446.4660		1,059,887.47		2,783,071.07
61-65	708,846.1782		8,217,595.50		20,244,646.85
56-60	1,964,284.3117		23,464,675.28		56,099,959.94
51-55	2,336,766.1293		29,677,396.32		66,738,040.65
46-50	3,212,976.9119		39,872,735.66		91,762,620.60
41-45	2,207,896.5073		28,705,829.17		63,057,524.25
36-40	973,579.5667		13,649,081.11		27,805,432.42
31-35	356,849.8804		5,705,362.61		10,191,632.58
26-30	63,894.9965		1,252,508.95		1,824,841.10
21-25	12,547.9863		298,172.32		358,370.49
<21	419.0258		11,374.90		11,967.38

	11,938,058.7762	$	151,939,697.88	$	340,950,958.64

As a reference, 27% of shares of Paperweight common stock currently held by employees under the ESOP reside with employees who are 55 years of age or older and 75% of shares of Paperweight common stock held by employees under the ESOP reside with employees who are 45 years of age or older. In addition, Paperweight’s share price, as assessed by an independent, third-party appraiser selected by State Street Global Advisors, the ESOP trustee, has nearly tripled in the past four years. This increase translates into higher payment obligations when shares of Paperweight common stock are bought back. Additionally, there have been more “early” payouts resulting from early retirements and layoffs than anticipated when the Notes were issued. No assurances can be given as to how these trends will develop in future periods.

As noted above, Appleton currently expects that, in order to comply with the restricted payments covenants in the Indentures, some of Paperweight’s share repurchase obligations required by the ESOP throughout the remainder of fiscal 2006 will be satisfied on an installment basis, as permitted under the terms of the ESOP. Appleton estimates that in the second fiscal quarter of 2006, semi-annual payments for share repurchases will total approximately $16 million, approximately $5.95 million of which will be in installment payments. Even though Appleton expects that the ESOP committee will convert all eligible redemption payments to an installment basis, it appears that the covenants in the Indentures may be read to provide that the total projected payments to satisfy share repurchase obligations will exceed the restricted payments covenant limitations established by the Indentures. Accordingly, Appleton, in consultation with financial and legal advisors, is considering various possible alternatives to ensure that the projected payments are in compliance with such covenants, including the Proposed Amendments.

Summary of the Consent Solicitation


Vote Required		The Tabulation Agent must receive the unrevoked Consent Forms representing a majority in aggregate principal amount of each of the outstanding Senior Notes and Senior Subordinated Notes (determined in accordance with the respective Indenture).

Payment for Consents		Promptly after the Proposed Amendments become effective, Appleton will pay all Holders of Notes as of the close of business on the Record Date $10 in cash for each $1,000 principal amount of Notes held on the Record Date for which consents have been received and accepted prior to the Expiration Date and not validly revoked. The Consent Payment will not be paid if any of the Conditions is not satisfied.

Acceptance of Consents		Appleton may accept all properly completed and executed Consent Forms received and not validly revoked on or before the Expiration Date. If the Requisite Consents are not received by this time, Appleton may extend the Consent Solicitation and the Tabulation Agent would continue to accept Consent Forms. Appleton may, however, elect, at any time, to terminate the Consent Solicitation. Appleton intends for the Supplemental Indentures giving effect to the Proposed Amendments to be executed as soon as the Requisite Consents for both Series of Notes are received.

Procedure for Consents		Consent Forms, to be effective, must be properly completed and executed in accordance with the instructions contained herein and in the accompanying Consent Form. Only Holders of record on the Record Date, or duly authorized agents of such Holders, are entitled to consent.

Revocation of Consents		Consents in respect of both the Senior Notes and the Senior Subordinated Notes may be revoked at any time prior to the date upon which the Withdrawal Threshold has been reached. Accordingly, once the Withdrawal Threshold has been reached in respect of one series of Notes, consents in respect of both series of Notes received and not validly revoked prior to, or received after, the date upon which the Withdrawal Threshold has been reached may not be revoked. The Company will make a public announcement promptly upon reaching the Withdrawal Threshold. Any Holder desiring to revoke a consent must timely file with the Tabulation Agent a written revocation of such consent.


Delivery of Consents		Executed Consent Forms should be sent to the Tabulation Agent as follows: By hand delivery or overnight courier: Global Bondholder Services Corporation 65 Broadway – Suite 723 New York, New York 10006 By mail, first-class postage prepaid: Global Bondholder Services Corporation 65 Broadway – Suite 723 New York, New York 10006 By facsimile (eligible institutions only): (212) 430-3775/3779 Confirm by telephone: (212) 430-3774 Consent Forms should not be delivered directly to Appleton or the Solicitation Agent. In no event should a Holder tender or deliver its Notes.

The Solicitation Agent		UBS Securities LLC

The Information Agent and Tabulation Agent		Global Bondholder Services Corp.

DESCRIPTION OF THE PROPOSED AMENDMENTS

Set forth below is a brief description of the Proposed Amendments to the Indentures for which consents are being sought pursuant to this Consent Solicitation. The descriptions set forth below are qualified by reference to the full provisions of the existing Indentures and the provisions of each proposed Supplemental Indenture. Please seeExhibit C for the full text of the provisions of the Senior Supplemental Indenture and the Senior Subordinated Supplemental Indenture to be added, deleted or modified. The form of the Senior Supplemental Indenture (which may be modified or supplemented prior to the execution thereof in a manner that would not require additional consents under the Senior Note Indenture) to implement the Proposed Amendments contemplated hereby is contained inExhibit A hereto. The form of the Senior Subordinated Supplemental Indenture (which may be modified or supplemented prior to the execution thereof in a manner that would not require additional consents under the Senior Subordinated Note Indenture) to implement the Proposed Amendments contemplated hereby is contained inExhibit B hereto.

The Proposed Amendments would amend Section 1.01 of the Senior Note Indenture and the Senior Subordinated Note Indenture by adding the definition “Adjusted Fixed Charge Coverage Ratio” to mean for any period the Fixed Charge Coverage Ratio of Paperweight for such period (determined on a pro forma basis), adjusted so that Fixed Charges is increased by the amount of the ESOP Distribution (as defined below) then being paid by Paperweight, and by all other ESOP Distributions made during the same fiscal quarter and during any of the three preceding fiscal quarters (acknowledging that the period for which such ESOP Distributions are so included will differ from the period of determination for the other components of Fixed Charges for the respective period being tested).

The Proposed Amendments would amend Section 1.01 of the Senior Note Indenture and the Senior Subordinated Note Indenture by amending the definition of “Code” to include any successor of the Internal Revenue Code of 1986.

The Proposed Amendments would amend Section 1.01 of the Senior Note Indenture and the Senior Subordinated Note Indenture by amending the definition of “Consolidated Cash Flow” to (1) clarify that (a) amortization includes the amortization of deferred debt issuance or modification costs, (b) other non-cash charges from employee compensation expenses arising from deferrals would include cash paid to the ESOP trustee, to the extent such cash is used to purchase Paperweight’s common stock and is returned to Appleton and (c) any requirement under applicable law or the ESOP Documentation that Paperweight’s common stock be repurchased would not be construed to cause any “non-cash” charges from employee compensation expense to be treated as a “cash” expense; and (2) add back, for purposes of determining Consolidated Cash Flow for the respective period, severance charges, restructuring charges, and other similar charges to the extent such items were deducted in computing Consolidated Net Income.

The Proposed Amendments would amend the definition of “Consolidated Net Income” in Section 1.01 of the Senior Note Indenture and the Senior Subordinated Note Indenture to provide that to the extent that Consolidated Net Income for any period is reduced by fees, expenses, costs and/or charges incurred in connection with consents, amendments, modifications, waivers, repayments and/or refinancings of Appleton’s indebtedness, such amounts shall be added back for purposes of determining Consolidated Net Income for such period.

The Proposed Amendments would add a new definition “Credit Agreement Reference Amount” in Section 1.01 of the Senior Note Indenture and the Senior Subordinated Note Indenture to mean the sum of (x) $15 million and (y) the maximum amount permitted to be used (whether so used or not, and without deduction for other permitted uses of the same basket amount or for loans or other investments for similar purposes) for the fiscal quarter in which the respective ESOP Distribution is being made and for the three

immediately preceding fiscal quarters pursuant to the terms of the Credit Agreement as then in effect for the making of the ESOP Distributions; provided that (i) the above determination shall be made without reference to whether any default or event of default then exists pursuant to the Credit Agreement or whether there is, or would be, pro forma compliance with any financial covenants, (ii) if the relevant period of measurement pursuant to the Credit Agreement as then in effect is a fiscal or calendar year, the same shall be construed as if the relevant period of measurement under the Credit Agreement was instead the relevant period of four fiscal quarters described in preceding clause (y) (i.e., taking the quarter in which the respective restricted payment is being made together with the preceding three fiscal quarters) and (iii) if (and for so long as) there is no Credit Agreement then in effect, the Credit Agreement Reference Amount shall be deemed to be $45 million.

The Proposed Amendments would amend Section 1.01 of the Senior Note Indenture and the Senior Subordinated Note Indenture by amending the definition of “Fixed Charges” to provide that to the extent Fixed Charges for any period would otherwise include any amortization of fees or expenses paid in connection with consents, modifications or waivers to Appleton’s outstanding indebtedness or the related documentation, then amortization of such amounts shall be deducted (and excluded) from Fixed Charges for such period.

The Proposed Amendments would amend Section 2.01(a) of the Senior Note Indenture and the Senior Subordinated Note Indenture, as well as the form of Senior Notes and Senior Subordinated Notes, to add a provision to the Notes providing that the Company will pay additional interest at the rates and for the periods provided in Section 2.13 (as described above).

The Proposed Amendments would add a new provision Section 2.13 of the Senior Note Indenture and the Senior Subordinated Note Indenture to provide that at the time of making any ESOP Distribution (as defined below), the Company shall (1) calculate the Adjusted Fixed Charge Coverage Ratio for Paperweight’s most recently ended four full fiscal quarter for which internal financial statements are available immediately preceding the date on which the respective restricted payment is made, and (2) deliver such calculation to the Trustee within a required time period. So long as no Default exists as a result of a violation of the Adjusted Fixed Charge Coverage Ratio Test (as defined below), from and after the date of the delivery of a Compliance Certificate (as defined below) until the date of the delivery of the next Compliance Certificate, if the Adjusted Fixed Charge Coverage Ratio was less than 1.5:1, the per annum interest rate otherwise applicable to the Notes shall be increased by 1% per annum in excess of the rate otherwise then in effect, to the extent lawful. The rate increases pursuant to this clause shall not be cumulative, and the maximum increase at any time pursuant to this cause shall be limited to 1% per annum. Once the Adjusted Fixed Charge Coverage Ratio is greater than or equal to 1.5:1 and the Company delivers the Compliance Certificate in the next or any subsequent period, however, this additional interest would no longer apply to the Notes. If the Company fails to deliver the Compliance Certificate within the time period required, then for the period from the date of required delivery of the Compliance Certificate until the respective Compliance Certificate is actually delivered, the Company shall be deemed to have delivered a Compliance Certificate showing an Adjusted Fixed Charge Coverage Ratio of less than 1.5:1. Notwithstanding anything to the contrary in this provision, during all periods when any Default exists as a result of a violation of the Adjusted Fixed Charge Coverage Ratio Test, no additional interest shall accrue on the Notes pursuant to Section 2.13 of the Senior Note Indenture and the Senior Subordinated Note Indenture.

The Proposed Amendments would amend Section 4.03(a) of the Senior Note Indenture and the Senior Subordinated Note Indenture to provide that the reports required to be

furnished pursuant to the Indentures would be provided with respect to Paperweight, as opposed to Appleton.

The Proposed Amendments would amend the compliance certificate covenant of the Indentures to add Section 4.04(d) of the Senior Note Indenture and the Senior Subordinated Note Indenture to require, within 10 Business Days after the making of any ESOP Distribution, the Company to deliver to the Trustee an Officers’ Certificate showing the calculation of the Adjusted Fixed Charge Coverage Ratio of Paperweight after giving effect to the making of the respective restricted payments.

The Proposed Amendments would amend the restricted payments covenant of the Indentures under second clause (3) of Section 4.07(a) of the Senior Note Indenture and the Senior Subordinated Note Indenture to (1) exclude from the calculation of the general restricted payments basket under Section 4.07(a), Hardship Distributions (as defined below) that in the aggregate amount do not exceed $2 million in any fiscal year and ESOP Distributions that comply with the tests described in clause M below and (2) provide that, for purposes of calculating the general restricted payments basket under Section 4.07(a), the calculation of aggregate net cash and non-cash proceeds received by Paperweight excludes any proceeds received by Paperweight from the ESOP after January 1, 2006 to the extent they constitute proceeds of employee deferrals which are invested by the ESOP in Paperweight common stock.

The Proposed Amendments would amend the restricted payments covenant of the Indentures to add Section 4.07(b)(14) of the Senior Note Indenture and Section 4.07(b)(13) of the Senior Subordinated Note Indenture to provide that Paperweight may make restricted payments to satisfy its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP to the extent representing “hardship” (as determined in accordance with the Code and the ESOP Documentation) distributions to the participants in the ESOP in accordance with the Code and the ESOP Documentation (“Hardship Distributions”), so long as the aggregate amount of such restricted payments shall not exceed $2 million in any fiscal year.

The Proposed Amendments would amend the restricted payments covenant of the Indentures to add Section 4.07(b)(15) of the Senior Note Indenture and Section 4.07(b)(14) of the Senior Subordinated Note Indenture to provide that Paperweight may make restricted payments (the “ESOP Distributions”) to satisfy its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP upon (a) a participant’s election to exercise his or her legal right to diversify a portion of the common stock held in the account and/or (b) a participant’s death, disability, resignation, dismissal or permanent layoff; so long as either (x) the aggregate amount of ESOP Distributions then being made, when aggregated with all other such ESOP Distributions during the same fiscal quarter and during the three immediately preceding fiscal quarters would not exceed the Credit Agreement Reference Amount as then in effect or (y) immediately after giving effect to each such payment, the Adjusted Fixed Charge Ratio for Paperweight’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which the respective restricted payment is made would have been at least 1.5 to 1 (“Adjusted Fixed Charge Ratio Test”).

The payments to be made under Section 4.07(b)(15) of the Senior Note Indenture, and Section 4.07(b)(14) of the Senior Subordinated Note Indenture (each to be added as described in M above) can be summarized as follows:

Section 4.07(b)(15) (or (14), as the case may be) Payments


	If greater than: Credit Agreement Reference Amount AND	If less than or equal to: Credit Agreement Reference Amount AND	If less than or equal to: Credit Agreement Reference Amount AND	If greater than: Credit Agreement Reference Amount AND
Adjusted Fixed Charge Coverage Ratio	If greater than or equal to: 1.5:1	If greater than or equal to: 1.5:1	If less than: 1.5:1	If less than: 1.5:1

Action	Permitted Payment	Permitted Payment	Permitted Payment with Additional Interest	Payment creates a Default

The Company estimates that the Credit Agreement Reference Amount at December 31, 2005 was approximately $34.5 million.

The Proposed Amendments would amend the restricted payments covenant of the Indentures to add a new sentence to Section 4.07(b) of the Senior Note Indenture and the Senior Subordinated Note Indenture to provide that in the event that an item meets the criteria of more than one category of permitted restricted payments pursuant to Section 4.07(b) or may be made pursuant to Section 4.07(a) or as a Permitted Investment, the Company shall be permitted to classify such item on the date of the respective payment in any manner that complies with the restricted payment covenant for purposes of determining compliance with Section 4.07.

The Proposed Amendments would amend Section 4.09(a) of the Senior Note Indenture and the Senior Subordinated Note Indenture to provide that the Fixed Charge Coverage Ratio would be of Paperweight rather than Appleton.

The Proposed Amendments would amend Section 4.16(c) of the Senior Note Indenture and Section 4.17(c) of the Senior Subordinated Note Indenture to provide that, notwithstanding anything to the contrary contained therein, amendments, supplements or other modifications of the ESOP Documentation shall be permitted so long as the Board of Directors or an officer of Appleton determines in good faith on, or within 5 Business Days of, the date the respective amendment, supplement or modification becomes effective, that the respective such amendment, supplement or modification is not reasonably likely to result in a material adverse change in the business, financial condition or results of operations of Appleton and its Subsidiaries taken as whole.

The execution and delivery of the Senior Supplemental Indenture will be subject to (i) execution and delivery of the Bank Consent, (ii) the receipt by the Trustee of evidence satisfactory to it of the Requisite Consents with respect to the Senior Notes, and (iii) the satisfaction of certain other closing conditions. The execution and delivery of the Senior Subordinated Supplemental Indenture will be subject to (i) execution and delivery of the Bank Consent, (ii) the receipt by the Trustee of evidence satisfactory to it of the Requisite Consents with respect to the Senior Subordinated Notes, and (iii) the satisfaction of certain other closing conditions.

Appleton is unable to predict the effect, if any, that the Proposed Amendments would have on the market price of the Notes.

THE CONSENT SOLICITATION

General

In order to adopt the Proposed Amendments, the Tabulation Agent must receive the Requisite Consents on or prior to the Expiration Date. As of the Record Date, $172 million in principal amount of the Senior Notes were issued and outstanding and $150 million in principal amount of the Senior Subordinated Notes were issued and outstanding.

The delivery of a Consent Form will not affect a Holder’s right to sell or transfer the Notes. Failure to deliver a Consent Form will have the same effect as if a Holder had voted “No” to the Proposed Amendments. No advance notice of receipt of the Requisite Consents will be provided.

If the Requisite Consents are received by the Tabulation Agent, and if Appleton, the Trustee and the Guarantors execute and deliver the Supplemental Indentures and the Conditions are satisfied, Appleton will pay to each Registered Holder of Notes as of the close of business on the Record Date a one-time cash payment of $10 per $1,000 principal amount of Notes held on such date for which a consent has been delivered prior to the Expiration Date and not validly revoked.

Record Date

This Consent Solicitation Statement and the accompanying Consent Form are being sent to Holders of record at the close of business on May 25, 2006, the Record Date for the determination of Holders entitled to give consents pursuant to the Consent Solicitation, and to certain persons known to Appleton to be beneficial owners of Notes on the Record Date. Appleton reserves the right to establish from time to time any new date as the Record Date and, thereupon, that new date will be deemed to be the “Record Date” for purposes of the Consent Solicitation.

If the Proposed Amendments become effective, they will be binding on all Holders and their transferees, whether or not such Holders have delivered their Consent Forms.

Effectiveness

If the Tabulation Agent receives the Requisite Consents in respect of both series of Notes, Appleton, the Trustee and the Guarantors may enter into the Supplemental Indentures at any time on or after the time such Consent Forms are received.

The Proposed Amendments to each Indenture shall become effective upon:

•

execution and delivery of the Senior Subordinated Indenture and the Senior Subordinated Supplemental Indenture by the Company, the Trustee and the Guarantors;

•

execution and delivery of the Bank Consent, whereby the lenders consent to (a) the Proposed Amendments of the Indentures as set forth in this Consent Solicitation Statement and (b) the payment of fees (and the payment of related fees and expenses) in connection with such Proposed Amendments;

•

receipt by the Trustee of evidence satisfactory to it of the Requisite Consents;

•

delivery of certain other closing documents, including:

•

legal opinions as to the due authorization, execution and delivery of the Supplemental Indentures, and the legal, binding and enforceable effect of those agreements on the parties thereto; and

•

closing certificates; and

•

payment of the Consent Payment to Holders for which consents have been received prior to the Expiration Date and not validly revoked.

Expiration Date; Extensions; Amendment

The term “Expiration Date” means 11:59 p.m., New York time, on June 9, 2006, unless Appleton, in its sole discretion, extends the period during which the Consent Solicitation is open, in which case the term “Expiration Date” means the latest date and time to which such Consent Solicitation is extended.

The Company will promptly announce an extension of the Expiration Date in a press release.

If the Consent Solicitation is amended in a manner determined by Appleton to be materially adverse to Holders, Appleton will promptly disclose such amendment in a written notice to the Holders, and Appleton will extend the Consent Solicitation for a period deemed by it to comply with applicable law.

Notwithstanding anything to the contrary set forth in this Consent Solicitation Statement, Appleton reserves the right, at any time prior to effectiveness of the Proposed Amendments, to extend, amend or terminate the Consent Solicitation subject to applicable law.

How to Consent

All Consent Forms that are properly executed and delivered to the Tabulation Agent prior to the Expiration Date and not validly revoked will be given effect in accordance with the specifications thereof.

Appleton intends for the Supplemental Indentures giving effect to the Proposed Amendments to be executed as soon as the Requisite Consents for both series of Notes are received.

Holders who desire to consent to the Proposed Amendments should so indicate by marking the appropriate boxes on, and signing and dating, the accompanying Consent Form included herewith and delivering it to the Tabulation Agent at the address set forth in the Consent Form, in accordance with the instructions contained therein. However, if none of the boxes on the Consent Form is checked, but the Consent Form is otherwise completed and signed, the Holder will be deemed to have consented to the Proposed Amendments.

Consent Forms by the Registered Holder(s) must be executed in exactly the same manner as the name(s) appear(s) on the Notes. If Notes to which a Consent Form relates are held of record by two or more joint Holders, all such Holders must sign the Consent Form. If a signature is by a trustee, executor, administrator, guardian, attorneyinfact, officer of a corporation or other Registered Holder acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit proper evidence satisfactory to Appleton of such person’s authority to so act. If Notes are registered in different names, separate Consent Forms must be executed covering each form of registration. If a Consent Form is executed by a person other than the Registered Holder, then such person must have been authorized by proxy or in some other manner acceptable to Appleton to vote the applicable Notes on behalf of the Registered Holder.

Appleton anticipates that DTC, as nominee holder of Notes, will execute an omnibus proxy that will authorize DTC Participants to consent with respect to the Notes owned by such DTC Participants held in the name of Cede & Co. as specified on the DTC position listing as of the Record Date. In such case, all references to Holder shall, unless otherwise specified, include DTC Participants. Consents by DTC Participants whose Notes are registered in the name of Cede & Co. should be signed in the manner in which their names appear on the position listing of DTC with respect to the Notes.

A HOLDER WHO DESIRES TO CONSENT TO THE PROPOSED AMENDMENTS MUST COMPLETE, SIGN AND DATE THE CONSENT FORM (OR PHOTOCOPY THEREOF) FOR SUCH HOLDER’S NOTES AND DELIVER SUCH CONSENT FORM TO THE TABULATION AGENT. SUCH CONSENTS MAY BE DELIVERED TO THE TABULATION AGENT BY MAIL, FIRST CLASS POSTAGE PREPAID, OVERNIGHT COURIER, HAND DELIVERY OR FACSIMILE AT THE ADDRESS SET FORTH IN

THE CONSENT FORM. DELIVERY OF CONSENT FORMS SHOULD BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ASSURE THAT APPLETON RECEIVES THE CONSENTS PRIOR TO THE EXPIRATION DATE. IN NO EVENT SHOULD A HOLDER TENDER OR DELIVER CERTIFICATES EVIDENCING SUCH HOLDER’S NOTES.

Appleton reserves the right to receive Consent Forms by any other reasonable means or in any form that reasonably evidences the giving of consent.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of the consents will be determined by Appleton in its sole discretion, which determination will be final and binding. Appleton reserves the right to reject any and all Consent Forms not validly given or any Consent Forms Appleton’s acceptance of which would, in the opinion of Appleton or its counsel be unlawful. Appleton also reserves the right to waive any defects or irregularities or conditions of the Consent Solicitation. The interpretation of the terms and conditions of the Consent Solicitation (including the form of consent and the instructions thereto) by Appleton shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with deliveries of Consent Forms must be cured within such time as Appleton shall determine. None of Appleton, the Tabulation Agent, nor any other person shall be under any duty to give notification of defects or irregularities with respect to deliveries of Consent Forms, nor shall any of them incur any liability for failure to give such notification.

Revocation of Consents

All properly completed and executed Consent Forms received by the Tabulation Agent prior to the Expiration Date will be counted, notwithstanding any transfer of Notes to which such Consent Forms relate, unless, with respect to the Proposed Amendments, the Tabulation Agent receives from a Holder a properly completed and executed written notice of revocation or a changed Consent Form bearing a date later than the date of the prior Consent Form at any time prior to the time and date that such Holder’s revocation rights with respect to such Proposed Amendments expire. A consent to the Proposed Amendments by a Holder shall bind that Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder (or a subsequent Holder which has received a proxy) may revoke the consent to the Proposed Amendments if the Tabulation Agent receives properly executed and completed (and not revoked) Consent Forms in respect of the Proposed Amendments representing at least a majority in aggregate principal amount ofeither the Senior Notes or the Senior Subordinated Notes that are outstanding (determined in accordance with the respective Indenture), which we refer to as the “Withdrawal Threshold”. Accordingly, once the Withdrawal Threshold has been reached for one series of Notes, consents in respect of both series of Notes received and not validly revoked prior to, or received after, the date upon which such Withdrawal Threshold has been reached may not be revoked. The Company will make a public announcement promptly upon reaching the Withdrawal Threshold. Receipt of the Requisite Consents by the Tabulation Agent will not obligate Appleton to execute or deliver the Supplemental Indentures.

A transfer of Notes after the Record Date must be accompanied by a duly executed proxy if the subsequent transferee is to have revocation rights with respect to the relevant consent to the Proposed Amendments. To be effective, a notice of revocation must be in writing, must indicate the certificate number or numbers of the Note or Notes to which it relates and the aggregate principal amount represented by such Note or Notes and must be (a) signed in the same manner as the original Consent Form or (b) accompanied by a proxy or other authorization (in form satisfactory to Appleton). Revocation of consents must be sent to the Tabulation Agent at its address set forth in the Consent Form.

All questions as to the validity (including the time of receipt) of revocation of consents to the Proposed Amendments will be determined by Appleton, whose determination will be final and binding. None of Appleton, the Tabulation Agent or any other person will be under any duty to give notification of any defects or irregularities in any revocation, nor shall any of them incur any liability for failure to give any such notification.

Solicitation Agent, Information Agent and the Tabulation Agent

Appleton has retained UBS Securities LLC as solicitation agent (the “Solicitation Agent”) to advise and assist it in connection with the Consent Solicitation. The Solicitation Agent will be paid a fee if the Proposed

Amendments become effective and Appleton has agreed to reimburse the Solicitation Agent for certain of its reasonable out-of-pocket fees and expenses incurred in connection with its services as Solicitation Agent. Appleton has agreed to indemnify the Solicitation Agent against certain liabilities and expenses, including liabilities under securities laws, in connection with the Consent Solicitation.

Appleton has retained Global Bondholders Securities Corporation as information agent (the “Information Agent”) to assist in responding to questions or requests for assistance in filling out and delivering the Consent Form or for additional copies of this Consent Solicitation Statement, Consent Form and other related documents. In addition, Appleton has retained Global Bondholders Securities Corporation as tabulation agent (the “Tabulation Agent”) to receive and examine Consent Forms and tabulate the consents granted thereby. Appleton will pay the Information Agent and Tabulation Agent customary fees, reimburse it for certain expenses and indemnify it against certain liabilities.

Assistance/Additional Materials

Questions and requests for assistance may be directed to either the Solicitation Agent or the Information Agent at its respective address and telephone number set forth on the back cover of this Consent Solicitation Statement. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation. Requests for additional copies of this Consent Solicitation Statement, the accompanying Consent Form and other related documents should also be directed to the Information Agent.All executed Consent Forms and any other documents required by the Consent Forms should be directed to the Tabulation Agent at the address set forth in the Consent Form.

Fees and Expenses

Appleton will bear the costs of the Consent Solicitation. Appleton will reimburse the Tabulation Agent for expenses that the Tabulation Agent incurs in connection with the Consent Solicitation. Appleton will also reimburse the Solicitation Agent, banks, trust companies, securities dealers, nominees, custodians and fiduciaries for their reasonable expenses in forwarding Consent Forms and other materials to beneficial owners of Notes.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

In the opinion of White & Case LLP, Special Tax Counsel to Appleton, the following is a summary of certain U.S. federal income tax consequences of the Consent Solicitation that may be relevant to a beneficial owner of Notes that is a citizen or resident of the United States or a domestic corporation or otherwise subject to U.S. federal income tax on a net income basis in respect of the Notes (a “U.S. Holder”). The summary is based on laws, regulations, rulings and decisions now in effect, all of which are subject to change. The discussion does not deal with classes of Holders subject to special tax rates, and does not describe any tax consequences arising out of the laws of any state or local or non-U.S. jurisdiction. The discussion assumes that the Notes are held as “capital assets” within the meaning of section 1221 of the Code.

Effect of Proposed Amendments

Under general principles of federal income tax law, the modification of a debt instrument creates a deemed exchange upon which gain or loss is realized (a “Deemed Exchange”) if the modified debt instrument differs materially either in kind or in extent from the original debt instrument. A modification of a debt instrument that is not a “significant modification” does not create a Deemed Exchange.

The modifications to the Indentures pursuant to the Proposed Amendments, other than the provisions for additional interest in certain circumstances relating to ESOP-related payments, and the payment of the Consent Payments should not cause a Deemed Exchange of the Notes because such modifications do not constitute significant modifications to the terms of the Notes for U.S. federal income tax purposes as defined in Treasury Regulation section 1.1001-3. The modification to the Indentures providing for the payment of additional interest in certain circumstances relating to ESOP-related payments will not cause a Deemed Exchange if such modification is not “economically significant” within the meaning of Treasury Regulation section 1.1001-3. Although there is no

guidance regarding the determination of whether such modification would be treated as “economically significant” within the meaning of Treasury Regulation section 1.1001-3, if the likelihood that such additional interest would be paid is remote, such modification should not be treated as “economically significant.” Based on Appleton’s expectation that it will not violate the Adjusted Fixed Charge Coverage Ratio Test, such modification should not be treated as “economically significant.” Accordingly, a U.S. Holder should not recognize any gain or loss, for U.S. federal income tax purposes, upon the adoption of the Proposed Amendments, regardless of whether the U.S. Holder consents to the Proposed Amendments, and should have the same adjusted tax basis and holding period in the Notes after the adoption of the Proposed Amendments that such U.S. Holder had in the Notes immediately before such adoption.

The payment of $10 in cash for each $1,000 principal amount of Notes held by a U.S. Holder on the Record Date will be includible in a U.S. Holder’s gross income as ordinary income in accordance with the Holder’s usual method of tax accounting.

If the modifications to the Indentures pursuant to the Proposed Amendments were considered to be a Deemed Exchange of the Notes, the Deemed Exchange should be considered to occur in a recapitalization of Appleton. In such event, a U.S. Holder would recognize gain, but not loss, on the Deemed Exchange and the resulting new debt instrument (“New Instrument”) issued in the exchange may be treated as issued with original issue discount (“OID”). If a New Instrument is treated as issued with OID, a U.S. Holder generally must include in gross income a portion of the total OID that accrues on each day the U.S. Holder holds the New Instrument, calculated under a constant yield method, regardless of such Holder’s method of accounting and without regard to the timing of actual payments.

Backup Withholding

A U.S. Holder may be subject to backup withholding on the cash payments unless such U.S. Holder: (i) is a corporation or comes within certain other exempt categories and demonstrates this fact; or (ii) provides a correct taxpayer identification number, certifies as to no loss of exemption from backup withholding and otherwise complies with applicable requirements of the backup withholding rules. The amount of any backup withholding from a cash payment will be allowed as a credit against such Holder’s federal income tax liability and may entitle such U.S. Holder to a refund,provided that the required information is furnished to the Internal Revenue Service.

Non-U.S. Holders

Beneficial owners of Notes who are not “United States persons” (within the meaning of section 7701(a)(30) of the Code) are urged to consult their own tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax exemption and refund procedures.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE CONSENT SOLICITATION. NOTE HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF THEIR PARTICULAR SITUATIONS.

Internal Revenue Service Circular 230 Disclosure

Pursuant to Internal Revenue Service Circular 230, we hereby inform you that this opinion was not intended or written by White & Case LLP to be used, and it cannot be used by any taxpayer, for the purpose of avoiding any penalties that may be imposed on the taxpayer. This opinion was written to support the marketing of the Transaction or matters addressed by our opinion. Taxpayers should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

MISCELLANEOUS

The Consent Solicitation is not being made to, nor will Consent Forms be accepted from or on behalf of, Holders in any jurisdiction in which the making of the Consent Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Appleton may in its discretion take such action as it may deem necessary to make the Consent Solicitation in any such jurisdiction and extend the Consent Solicitation to Holders in such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on behalf of Appleton by the Solicitation Agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The statements contained in this Consent Solicitation Statement are made as of the date hereof, and the delivery of this Consent Solicitation Statement and the accompanying materials will not, under any circumstances, create any implication that the information contained herein is correct at any time subsequent to the date hereof.

No person has been authorized to give any information or make any representation on behalf of Appleton, the Trustee, the Guarantors, the Solicitation Agent, the Information Agent or the Tabulation Agent not contained herein or in the accompanying Consent Form and other materials and, if given or made, such information or representation must not be relied on as having been authorized.

Exhibit A

SECOND SUPPLEMENTAL INDENTURE

dated as of [ ], 2006

among

APPLETON PAPERS INC.,

Issuer,

Each of the Guarantors named herein

and

U.S. Bank National Association,

as Trustee

8¹/8% Senior Notes due 2011

A-1

This SECOND SUPPLEMENTAL INDENTURE, dated as of [ ], 2006 (this “Second Supplemental Indenture”), is among Appleton Papers Inc., a Delaware corporation (the “Company”), U.S. Bank National Association, as trustee (the “Trustee”) and each of the Guarantors listed onSchedule A attached hereto (“Guarantors”).

WITNESSETH :

WHEREAS, the Company, the Trustee and the Guarantors have entered into an Indenture, dated as of June 11, 2004 (as amended, supplemented or otherwise modified and in effect from time to time, the “Indenture”), providing for the creation, execution, authentication and delivery of the 8¹/8% Senior Notes due 2011 (the “Notes”);

WHEREAS, the Company desires to supplement and amend the Indenture by modifying and deleting certain provisions thereof and by adding certain provisions thereto (collectively, the “Amendments”):

WHEREAS, the Company has obtained the consent of Holders of at least a majority in aggregate principal amount of the then outstanding Notes to the Amendments in accordance with Article 9 of the Indenture (the “Majority Noteholders”); and

WHEREAS, (i) the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture pursuant to Section 9.02 of the Indenture, (ii) all requirements necessary to make this Second Supplemental Indenture a valid instrument in accordance with its terms, including the filing with the Trustee of evidence of the consent of the Majority Noteholders, have been performed, and (iii) the execution and delivery of this Second Supplemental Indenture have been duly authorized in all respects;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Trustee, for the benefit of the Holders of the Notes, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.Definitions. Unless otherwise defined herein or unless the context shall otherwise require, capitalized terms used in this Second Supplemental Indenture shall have the meanings assigned to such terms in, or incorporated by reference into, the Indenture. For all purposes of this Second Supplemental Indenture, “Effective Date” shall mean the first day on which each of the Company, the Trustee and the Guarantors receives executed counterparts of this Second Supplemental Indenture.

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ARTICLE II

AMENDMENTS

Section 2.01.Amendments to the Indenture. The Indenture is hereby amended, effective on the Effective Date, as follows:

(a) Section 1.01 of the Indenture is hereby amended by adding the following new defined term immediately after the definition of “Additional Notes” appearing therein:

“‘Adjusted Fixed Charge Coverage Ratio’ for any period shall mean the Fixed Charge Coverage Ratio of the Parent Entity for such period (determined on a pro forma basis as provided in the definition thereof); provided that the following adjustments shall be made in determining such Fixed Charge Coverage Ratio:

Fixed Charges shall be deemed to be increased by the amount of the Restricted Payment then being paid by the Parent Entity pursuant to Section 4.07(b)(15), as well as by the amount of all such Restricted Payments theretofore paid by the Parent Entity pursuant to said Section 4.07(b)(15) during the same fiscal quarter and during any of the three preceding fiscal quarters (it being acknowledged and agreed that the period for which such Restricted Payments are so included will differ from the period of determination for the other components of Fixed Charges for the respective period being tested).”

(b) The definition of “Code” contained in Section 1.01 of the Indenture is hereby amended by adding the phrase “(or any successor thereto)” immediately after the phrase “Code of 1986” appearing therein.

(c) The definition of “Consolidated Cash Flow” contained in Section 1.01 of the Indenture is hereby amended by (i) in clause (4) thereof, deleting the first parenthetical contained therein and inserting in lieu thereof the following new parenthetical:

“(including amortization of intangibles and the amortization of deferred debt issuance or modification costs, but excluding amortization of other prepaid cash expenses that were paid in a prior period)”,

(ii) redesignating existing clause (7) thereof as clause “(8)” and (iii) deleting clause (6) thereof and inserting in lieu thereof the following new clauses:

“(6) other non-cash charges from employee compensation expenses arising from the issuance of stock, options to purchase stock, deferrals (including if cash is paid to the ESOP trustee, to the extent such cash is used to purchase common stock of the Parent Entity and is returned to the Company) and stock appreciation rights, employer matching contributions pursuant to the ESOP (excluding any such expenses which relate to options or rights which, at the option of the holder thereof, may be settled in cash); provided that any requirement under applicable law or the ESOP Documentation that common stock of the Parent Entity be repurchased (whether at such time or in the future) shall not be construed to cause any expense as described above which would otherwise be “non-cash” to be treated as a “cash” expense;plus

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(7) severance charges, restructuring charges and other similar charges that are shown in a separate line item in the Company’s financial statement or are quantified in footnotes thereto, to the extent such items were deducted in computing such Consolidated Net Income;minus”.

(d) The definition of “Consolidated Net Income” contained in Section 1.01 of the Indenture is hereby amended by adding the following new sentence immediately at the end thereof:

“Notwithstanding anything to the contrary contained above, to the extent that Consolidated Net Income for any period is reduced by fees, expenses, costs and/or charges incurred in connection with consents, amendments, modifications, waivers, repayments and/or refinancings of Indebtedness, such amounts shall be added back for purposes of determining Consolidated Net Income for the respective period.”

(e) Section 1.01 of the Indenture is hereby further amended by adding the following new defined term immediately after the definition of “Credit Agreement” appearing therein:

“‘Credit Agreement Reference Amount’ at any time, shall mean the sum of (x) $15,000,000 and (y) the maximum amount permitted to be used (whether so used or not, and without deduction for other permitted uses of the same basket amount or for loans or other investments for similar purposes) for the fiscal quarter in which the respective Restricted Payment is then being made pursuant to Section 4.07(b)(15) and for the three immediately preceding fiscal quarters pursuant to the terms of the Credit Agreement as then in effect for the making of Restricted Payments of the types described in Section 4.07(b)(15); provided that (i) the above determination shall be made without reference to whether any default or event of default then exists pursuant to the Credit Agreement or whether there is, or would be, pro forma compliance with any financial covenants contained therein, (ii) if the relevant period of measurement pursuant to Credit Agreement as then in effect is a fiscal or calendar year, same shall be construed as if the relevant period of measurement under the Credit Agreement was instead the relevant period of four fiscal quarters described in preceding clause (y) (i.e., taking the quarter in which the respective Restricted Payment is being made together with the preceding three fiscal quarters); and (iii) if (and for so long as) there is no Credit Agreement then in effect, the Credit Agreement Reference Amount shall be deemed to be $45,000,000. For ease of reference, as of the date of the Second Supplemental Indenture to this Indenture, the aggregate amount to be utilized pursuant to preceding clause (y) shall be determined in accordance with the first proviso to Section 8.6(b) of the Credit Agreement.”

(f) The definition of “Fixed Charges” contained in Section 1.01 of the Indenture is hereby amended by adding the following new sentence immediately at the end thereof:

“Notwithstanding anything to the contrary contained above, to the extent Fixed Charges for any period would otherwise include any amortization of fees or expenses paid to obtain consents, modifications or waivers to outstanding Indebtedness or the

A-4

documentation relating thereto, then the amortization of such amounts shall be deducted (and excluded) from Fixed Charges for such period.”

(g) Section 2.01(a) of the Indenture is hereby further amended by adding the following new paragraph immediately after the end thereof:

“Each Note issued pursuant to this Indenture shall be deemed to contain the modifications to the forms of Exhibits A-1 and A-2 hereto which have been adopted pursuant to Second Supplemental Indenture to this Indenture, and shall be entitled to increased interest at the times, and to the extent, provided in Section 2.13 hereof, notwithstanding the failure of any Note to contain such provisions.”

(h) Article 2 of the Indenture is hereby further amended by adding the following new Section 2.13 immediately after Section 2.12 thereof:

“Section 2.13.Additional Interest in Certain Circumstances.

At the time of the making of each Restricted Payment pursuant to Section 4.07(b)(15), the Company shall calculate the Adjusted Fixed Charge Coverage Ratio for the Parent Entity’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which the respective Restricted Payment is made, and shall be required to deliver a calculation thereof to the Trustee within the time period required by Section 4.04(d). So long as no Default exists as a result of a violation of said Section 4.07(b)(15), from and after the date of the delivery of any certificate pursuant to Section 4.04(d) until the date of the delivery of the next certificate pursuant to 4.04(d), if the Adjusted Fixed Charge Coverage Ratio as determined at the time of the respective Restricted Payment (and as shown in such certificate) was less than 1.5:1, the per annum interest rate otherwise applicable to the Notes shall be increased by 1% per annum in excess of the rate otherwise then in effect (i.e., the rate determined before giving effect to this Section 2.13, it being understood and agreed that rate increases pursuant to this Section 2.13 shall not be cumulative, and the maximum increase at any time pursuant to this Section 2.13 shall be limited to 1% per annum), to the extent lawful. If the Company fails to deliver any certificate required by Section 4.04(d) within the time period required thereby, then for the period from the date of required delivery of said certificate until the respective such certificate is actually delivered, the Company shall be deemed to have delivered a certificate showing an Adjusted Fixed Charge Coverage Ratio of less than 1.5:1. Notwithstanding anything to the contrary contained above, during all periods when any Default exists as a result of a violation of Section 4.07(b)(15), no additional interest shall accrue on the Notes pursuant to this Section 2.13.”

(i) Each of Exhibits A-1 and A-2 to the Indenture are hereby amended by adding as a new penultimate sentence to Section (1), or in the case of Exhibit A-2 as a new penultimate sentence to the first paragraph of Section (1), to the back of the respective Note the following new sentence:

“In addition, the Company will pay additional interest at the rates and for the periods provided in Section 2.13 of the Indenture.”

A-5

(j) Section 4.03(a) of the Indenture is hereby amended by (i) deleting the term “Company” each place it appears in clauses (1) and (2) thereof and inserting in lieu thereof the term “Parent Entity” and (ii) deleting the term “Company’s” appearing in clause (1) thereof and inserting in lieu thereof the term “Parent Entity’s”.

(k) Section 4.04 of the Indenture is hereby amended by adding the following new clause (d) immediately after clause (c) thereof:

“(d) So long as any of the Notes are outstanding, within ten (10) Business Days after the making of any Restricted Payment pursuant to Section 4.07(b)(15), the Company shall deliver to the Trustee an Officers’ Certificate showing the calculation of the Adjusted Fixed Charge Coverage Ratio of the Parent Entity after giving effect to the making of the respective Restricted Payment.”

(l) Second clause (3) of Section 4.07(a) of the Indenture is hereby amended by (i) deleting the phrase “permitted by” appearing therein and inserting in lieu thereof the phrase “made pursuant to”, (ii) deleting the phrase “and (13)” appearing therein and inserting in lieu thereof the phrase “, (13), (14) and (15)” and (iii) in clause (B) thereof, inserting immediately after the phrase “by the Parent Entity” contained therein the following phrase:

“(excluding any such proceeds received by the Parent Entity from the ESOP after January 1, 2006 to the extent same constitute proceeds of employee deferrals which are invested by the ESOP in common equity of the Parent Entity).”

(m) Section 4.07(b) of the Indenture is hereby amended by (i) in the introductory language thereof, inserting immediately after the phrase “So long as no Default has occurred and is continuing or would be caused thereby” the phrase “(except in the case of Restricted Payments made pursuant to following clauses (14) and (15))”, (ii) deleting the word “and” appearing at the end of clause (12) thereof, (iii) deleting the period at the end of clause (13) thereof and inserting a semi-colon in lieu thereof, (iv) adding immediately after clause (13) thereof the following new clauses:

“(14) the Parent Entity may make Restricted Payments to satisfy its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP to the extent representing hardship (with “hardship” being determined in accordance with the Code and the ESOP Documentation) distributions to the participants in the ESOP in accordance with the Code and the ESOP Documentation; provided that the aggregate amount of all Restricted Payments made pursuant to this clause (14) shall not exceed $2,000,000 in any fiscal year of the Parent Entity; and the Company and its Restricted Subsidiaries may make Restricted Payments to (or on behalf of) the Parent Entity to enable it to make Restricted Payments permitted above in this clause (14); and

A-6

as either (x) the aggregate amount of the Restricted Payments then being made pursuant to this clause (15), when aggregated with all other such Restricted Payments made pursuant to this clause (15) during the same fiscal quarter and during the three immediately preceding fiscal quarters, would not exceed the Credit Agreement Reference Amount as then in effect or (y) immediately after giving effect to each such payment, the Adjusted Fixed Charge Coverage Ratio of the Parent Entity for the Parent Entity’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which the respective Restricted Payment is made would have been at least 1.5 to 1; and the Company and its Restricted Subsidiaries may make Restricted Payments to (or on behalf of) the Parent Entity to enable it to make Restricted Payments permitted above in this clause (15).”

and (iv) adding the following as the first sentence of the last paragraph of Section 4.07(b):

“For purposes of determining compliance with this Section 4.07, in the event that an item meets the criteria of more than one of the categories of permitted Restricted Payments pursuant to clauses (1) through (15) of Section 4.07(b), or may be made pursuant to Section 4.07(a) or as a Permitted Investment, the Company shall be permitted to classify such item on the date of the respective payment and will only be required to include the amount in the relevant clause or pursuant to the relevant defined term, although the Company may divide and classify an item in more than one category in any manner that complies with this Section 4.07.”

(n) Section 4.09(a) of the Indenture is hereby amended by deleting the phrase “Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters” contained therein and inserting in lieu thereof the phrase “Fixed Charge Coverage Ratio of the Parent Entity for the Parent Entity’s most recently ended four full fiscal quarters”.

(o) Section 4.16(c) of the Indenture is hereby amended by adding the following new sentence immediately at the end thereof:

“Notwithstanding anything to the contrary contained above in this clause (c), amendments, supplements or other modifications of the ESOP Documentation shall be permitted so long as the Board of Directors or an Officer of the Company determines in good faith on, or within 5 Business Days of, the date the respective amendment, supplement or modification becomes effective, that the respective such amendment, supplement or modification is not reasonably likely to result in a material adverse change in the business, financial condition or results of operations of the Company and its Subsidiaries taken as whole.”

A-7

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01.Conditions Precedent. The obligations of each of the parties hereto under this Second Supplemental Indenture shall be subject to the satisfaction (or waiver by such party) on or prior to the Effective Date of the following conditions precedent:

(a)Documents. This Second Supplemental Indenture shall be reasonably satisfactory to such party and shall, upon execution and delivery thereof, be in full force and effect.

(b)Authorization, Execution and Delivery of Agreements. This Second Supplemental Indenture and the Supplemental Indenture, dated as of [ ], 2006, to the Indenture governing the 9³/4% Senior Subordinated Notes due 2014 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee (the “Senior Subordinated Supplemental Indenture”) shall have been duly authorized, executed and available for delivery by each of the parties thereto (other than such party).

(c)Opinion. An Opinion of Counsel, dated the Effective Date, shall have been delivered to the Trustee, such opinion to be in form and substance reasonably satisfactory to the Trustee, in accordance with Section 12.04 of the Indenture.

(d)Officer’s Certificate. An Officer’s Certificate, dated the Effective Date, shall have been delivered to the Trustee, such Officer’s Certificate to be in form and substance reasonably satisfactory to the Trustee, in accordance with Section 12.04 of the Indenture.

ARTICLE IV

MISCELLANEOUS

Section 4.01.Ratification of Indenture. The Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 4.02.Severability of Provisions. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 4.03.Effect of Headings. The heading of the Articles, Sections, subsections, clauses and paragraphs hereof are for convenience of reference only and shall not affect the construction or interpretation of this Second Supplemental Indenture.

Section 4.04.Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but all such counterparts shall together constitute but one and the same instrument.

A-8

Section 4.05.Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND 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.

Section 4.06.Benefit of Agreement. Nothing in this Second Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and thereunder, and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, the Second Supplemental Indenture or the Notes.

Section 4.07.Acknowledgement by Guarantors. Each of the undersigned Guarantors acknowledges and agrees to the provisions of this Second Supplemental Indenture, and agrees that its Note Guarantee shall apply to the Indenture and the Notes, each as amended hereby (including, without limitation, pursuant to Section 2.13 of the Indenture as added hereby).

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IN WITNESS WHEREOF, the undersigned have caused this Second Supplemental Indenture to be duly executed as of this [__] day of [ ], 2006, by their respective representatives hereunto duly authorized.


APPLETON PAPERS INC.

By:
		Name: Title:

PAPERWEIGHT DEVELOPMENT CORP.

By:
		Name: Title:

C&H PACKAGING COMPANY, INC.

By:
		Name: Title:

AMERICAN PLASTICS COMPANY, INC.

By:
		Name: Title:

ROSE HOLDINGS LIMITED

By:
		Name: Title:

BEMROSE GROUP LIMITED

By:
		Name: Title:

A-10


THE HENRY BOOTH GROUP LIMITED

By:
		Name: Title:

BEMROSEBOOTH LIMITED

By:
		Name: Title:

HBGI HOLDINGS LIMITED

By:
		Name: Title:

BEMROSE SECURITY & PROMOTIONAL PRINTING LIMITED

By:
		Name: Title:

NEW ENGLAND EXTRUSION INC.

By:
		Name: Title:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:
		Name: Title:

A-11

Schedule A

Guarantors

Paperweight Development Corp.

C&H Packaging Company, Inc.

American Plastics Company, Inc.

Rose Holdings Limited

Bemrose Group Limited

The Henry Booth Group Limited

BemroseBooth Limited

HBGI Holdings Limited

Bemrose Security & Promotional Printing Limited

New England Extrusion Inc.

A-12

Exhibit B

SECOND SUPPLEMENTAL INDENTURE

dated as of [ ], 2006

among

APPLETON PAPERS INC.,

Issuer,

Each of the Guarantors named herein

and

U.S. Bank National Association,

as Trustee

9³/4% Senior Subordinated Notes due 2014

B-1

WITNESSETH :

WHEREAS, the Company desires to supplement and amend the Indenture by modifying and deleting certain provisions thereof and by adding certain provisions thereto (collectively, the “Amendments”):

ARTICLE I

DEFINITIONS

B-2

ARTICLE II

AMENDMENTS

Section 2.01.Amendments to the Indenture. The Indenture is hereby amended, effective on the Effective Date, as follows:

(a) Section 1.01 of the Indenture is hereby amended by adding the following new defined term immediately after the definition of “Additional Notes” appearing therein:

Fixed Charges shall be deemed to be increased by the amount of the Restricted Payment then being paid by the Parent Entity pursuant to Section 4.07(b)(14), as well as by the amount of all such Restricted Payments theretofore paid by the Parent Entity pursuant to said Section 4.07(b)(14) during the same fiscal quarter and during any of the three preceding fiscal quarters (it being acknowledged and agreed that the period for which such Restricted Payments are so included will differ from the period of determination for the other components of Fixed Charges for the respective period being tested).”

(ii) redesignating existing clause (7) thereof as clause “(8)” and (iii) deleting clause (6) thereof and inserting in lieu thereof the following new clauses:

B-3

(d) The definition of “Consolidated Net Income” contained in Section 1.01 of the Indenture is hereby amended by adding the following new sentence immediately at the end thereof:

(e) Section 1.01 of the Indenture is hereby further amended by adding the following new defined term immediately after the definition of “Credit Agreement” appearing therein:

“‘Credit Agreement Reference Amount’ at any time, shall mean the sum of (x) $15,000,000 and (y) the maximum amount permitted to be used (whether so used or not, and without deduction for other permitted uses of the same basket amount or for loans or other investments for similar purposes) for the fiscal quarter in which the respective Restricted Payment is then being made pursuant to Section 4.07(b)(14) and for the three immediately preceding fiscal quarters pursuant to the terms of the Credit Agreement as then in effect for the making of Restricted Payments of the types described in Section 4.07(b)(14); provided that (i) the above determination shall be made without reference to whether any default or event of default then exists pursuant to the Credit Agreement or whether there is, or would be, pro forma compliance with any financial covenants contained therein, (ii) if the relevant period of measurement pursuant to Credit Agreement as then in effect is a fiscal or calendar year, same shall be construed as if the relevant period of measurement under the Credit Agreement was instead the relevant period of four fiscal quarters described in preceding clause (y) (i.e., taking the quarter in which the respective Restricted Payment is being made together with the preceding three fiscal quarters); and (iii) if (and for so long as) there is no Credit Agreement then in effect, the Credit Agreement Reference Amount shall be deemed to be $45,000,000. For ease of reference, as of the date of the Second Supplemental Indenture to this Indenture, the aggregate amount to be utilized pursuant to preceding clause (y) shall be determined in accordance with the first proviso to Section 8.6(b) of the Credit Agreement.”

(f) The definition of “Fixed Charges” contained in Section 1.01 of the Indenture is hereby amended by adding the following new sentence immediately at the end thereof:

B-4

documentation relating thereto, then the amortization of such amounts shall be deducted (and excluded) from Fixed Charges for such period.”

(g) Section 2.01(a) of the Indenture is hereby further amended by adding the following new paragraph immediately after the end thereof:

(h) Article 2 of the Indenture is hereby further amended by adding the following new Section 2.13 immediately after Section 2.12 thereof:

“Section 2.13.Additional Interest in Certain Circumstances.

At the time of the making of each Restricted Payment pursuant to Section 4.07(b)(14), the Company shall calculate the Adjusted Fixed Charge Coverage Ratio for the Parent Entity’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which the respective Restricted Payment is made, and shall be required to deliver a calculation thereof to the Trustee within the time period required by Section 4.04(d). So long as no Default exists as a result of a violation of said Section 4.07(b)(14), from and after the date of the delivery of any certificate pursuant to Section 4.04(d) until the date of the delivery of the next certificate pursuant to 4.04(d), if the Adjusted Fixed Charge Coverage Ratio as determined at the time of the respective Restricted Payment (and as shown in such certificate) was less than 1.5:1, the per annum interest rate otherwise applicable to the Notes shall be increased by 1% per annum in excess of the rate otherwise then in effect (i.e., the rate determined before giving effect to this Section 2.13, it being understood and agreed that rate increases pursuant to this Section 2.13 shall not be cumulative, and the maximum increase at any time pursuant to this Section 2.13 shall be limited to 1% per annum), to the extent lawful. If the Company fails to deliver any certificate required by Section 4.04(d) within the time period required thereby, then for the period from the date of required delivery of said certificate until the respective such certificate is actually delivered, the Company shall be deemed to have delivered a certificate showing an Adjusted Fixed Charge Coverage Ratio of less than 1.5:1. Notwithstanding anything to the contrary contained above, during all periods when any Default exists as a result of a violation of Section 4.07(b)(14), no additional interest shall accrue on the Notes pursuant to this Section 2.13.”

“In addition, the Company will pay additional interest at the rates and for the periods provided in Section 2.13 of the Indenture.”

B-5

(k) Section 4.04 of the Indenture is hereby amended by adding the following new clause (d) immediately after clause (c) thereof:

“(d) So long as any of the Notes are outstanding, within ten (10) Business Days after the making of any Restricted Payment pursuant to Section 4.07(b)(14), the Company shall deliver to the Trustee an Officers’ Certificate showing the calculation of the Adjusted Fixed Charge Coverage Ratio of the Parent Entity after giving effect to the making of the respective Restricted Payment.”

(l) Second clause (3) of Section 4.07(a) of the Indenture is hereby amended by (i) deleting the phrase “permitted by” appearing therein and inserting in lieu thereof the phrase “made pursuant to”, (ii) deleting the phrase “and (12)” appearing therein and inserting in lieu thereof the phrase “, (12), (13) and (14)” and (iii) in clause (B) thereof, inserting immediately after the phrase “by the Parent Entity” contained therein the following phrase:

(m) Section 4.07(b) of the Indenture is hereby amended by (i) in the introductory language thereof, inserting immediately after the phrase “So long as no Default has occurred and is continuing or would be caused thereby” the phrase “(except in the case of Restricted Payments made pursuant to following clauses (13) and (14))”, (ii) deleting the word “and” appearing at the end of clause (11) thereof, (iii) deleting the period at the end of clause (12) thereof and inserting a semi-colon in lieu thereof, (iv) adding immediately after clause (12) thereof the following new clauses:

“(13) the Parent Entity may make Restricted Payments to satisfy its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP to the extent representing hardship (with “hardship” being determined in accordance with the Code and the ESOP Documentation) distributions to the participants in the ESOP in accordance with the Code and the ESOP Documentation; provided that the aggregate amount of all Restricted Payments made pursuant to this clause (13) shall not exceed $2,000,000 in any fiscal year of the Parent Entity; and the Company and its Restricted Subsidiaries may make Restricted Payments to (or on behalf of) the Parent Entity to enable it to make Restricted Payments permitted above in this clause (13); and

(14) the Parent Entity may make Restricted Payments to satisfy its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP upon (x) the election of such participants to diversify a portion of the common stock held in the account eligible for diversification under section 401(a)(28) of the Code (or any relevant successor provision) and/or (y) the death, disability, resignation, dismissal or permanent layoff of such participants; so long

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as either (x) the aggregate amount of the Restricted Payments then being made pursuant to this clause (14), when aggregated with all other such Restricted Payments made pursuant to this clause (14) during the same fiscal quarter and during the three immediately preceding fiscal quarters, would not exceed the Credit Agreement Reference Amount as then in effect or (y) immediately after giving effect to each such payment, the Adjusted Fixed Charge Coverage Ratio of the Parent Entity for the Parent Entity’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which the respective Restricted Payment is made would have been at least 1.5 to 1; and the Company and its Restricted Subsidiaries may make Restricted Payments to (or on behalf of) the Parent Entity to enable it to make Restricted Payments permitted above in this clause (14).”

and (iv) adding the following as the first sentence of the last paragraph of Section 4.07(b):

“For purposes of determining compliance with this Section 4.07, in the event that an item meets the criteria of more than one of the categories of permitted Restricted Payments pursuant to clauses (1) through (14) of Section 4.07(b), or may be made pursuant to Section 4.07(a) or as a Permitted Investment, the Company shall be permitted to classify such item on the date of the respective payment and will only be required to include the amount in the relevant clause or pursuant to the relevant defined term, although the Company may divide and classify an item in more than one category in any manner that complies with this Section 4.07.”

(o) Section 4.17(c) of the Indenture is hereby amended by adding the following new sentence immediately at the end thereof:

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ARTICLE III

CONDITIONS PRECEDENT

(a)Documents. This Second Supplemental Indenture shall be reasonably satisfactory to such party and shall, upon execution and delivery thereof, be in full force and effect.

(b)Authorization, Execution and Delivery of Agreements. This Second Supplemental Indenture and the Supplemental Indenture, dated as of [ ], 2006, to the Indenture governing the 8¹/8% Senior Notes due 2011 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee (the “Senior Supplemental Indenture”) shall have been duly authorized, executed and available for delivery by each of the parties thereto (other than such party).

ARTICLE IV

MISCELLANEOUS

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IN WITNESS WHEREOF, the undersigned have caused this Second Supplemental Indenture to be duly executed as of this [ ] day of [ ], 2006, by their respective representatives hereunto duly authorized.


APPLETON PAPERS INC.

By:
		Name:
		Title:

PAPERWEIGHT DEVELOPMENT CORP.

By:
		Name:
		Title:

C&H PACKAGING COMPANY, INC.

By:
		Name:
		Title:

AMERICAN PLASTICS COMPANY, INC.

By:
		Name:
		Title:

ROSE HOLDINGS LIMITED

By:
		Name:
		Title:

BEMROSE GROUP LIMITED

By:
		Name:
		Title:

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THE HENRY BOOTH GROUP LIMITED

By:
		Name:
		Title:

BEMROSEBOOTH LIMITED

By:
		Name:
		Title:

HBGI HOLDINGS LIMITED

By:
		Name:
		Title:

BEMROSE SECURITY & PROMOTIONAL PRINTING LIMITED

By:
		Name:
		Title:

NEW ENGLAND EXTRUSION INC.

By:
		Name:
		Title:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:
		Name:
		Title:

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Schedule A

Guarantors

Paperweight Development Corp.

C&H Packaging Company, Inc.

American Plastics Company, Inc.

Rose Holdings Limited

Bemrose Group Limited

The Henry Booth Group Limited

BemroseBooth Limited

HBGI Holdings Limited

Bemrose Security & Promotional Printing Limited

New England Extrusion Inc.

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Exhibit C

Text of Indenture and Proposed Amendments

This exhibit shows the substantive changes which will be made to the Indentures upon the effectiveness of the applicable Proposed Amendments. The bold, double underlined text indicate new text that will be added to the Indentures upon the effectiveness of the Proposed Amendments and the strikethrough text indicates text from the Indentures that will be deleted upon the effectiveness of the Proposed Amendments. This exhibit is qualified in its entirety by reference to the form of Senior Supplemental Indenture attached as Exhibit A hereto and the form of Senior Subordinated Supplemental Indenture attached as Exhibit B hereto. Capitalized terms used but not defined in this document shall have the meanings set forth in the Indentures and the applicable Supplemental Indentures thereto, as applicable. Holders may request copies of the Indentures and/or the form of the Supplemental Indentures, as applicable from the Information Agent at the address and telephone number set forth on the back cover of this Consent Solicitation Statement.

Text of Proposed Amendments to the Senior Note Indenture

Pursuant to the Proposed Amendments, the following sections of the Senior Note Indenture will be amended to read in their entirety as follows:

Section 1.01Definitions.

“Adjusted Fixed Charge Coverage Ratio” for any period shall mean the Fixed Charge Coverage Ratio of the Parent Entity for such period (determined on a pro forma basis as provided in the definition thereof); provided that the following adjustments shall be made in determining such Fixed Charge Coverage Ratio:

“Code” means the Internal Revenue Code of~~1986~~,1986 (or any successor thereto), as amended.

“Consolidated Cash Flow” means with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income;plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income;plus

(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income;plus

(4) depreciation, amortization (including amortization ofintangibles and the amortization of deferred debt issuance or modification costs, but excluding amortization ofother prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income;plus

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(5) transaction costs incurred in connection with the issuance of the notes, including without limitation, all charges in connection with the extinguishment of Indebtedness that are recorded within three months of the date of issuance of the notes, to the extent that such costs were deducted in computing such Consolidated Net Income;plus

(6) other non-cash charges from employee compensation expenses arising from the issuance of stock, options to purchase stock, deferrals(including if cash is paid to the ESOP trustee, to the extent such cash is used to purchase common stock of the Parent Entity and is returned to the Company) and stock appreciation rights, employer matching contributions pursuant to the ESOP (excluding any such expenses which relate to options or rights which, at the option of the holder thereof, may be settled in cash); provided that any requirement under applicable law or the ESOP Documentation that common stock of the Parent Entity be repurchased (whether at such time or in the future) shall not be construed to cause any expense as described above which would otherwise be “non-cash” to be treated as a “cash” expense;plus

(78) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business;

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP;provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the cumulative effect of a change in accounting principles will be excluded; and

(4) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries.

Notwithstanding anything to the contrary contained above, to the extent that Consolidated Net Income for any period is reduced by fees, expenses, costs and/or charges incurred in connection with consents, amendments, modifications, waivers, repayments and/or refinancings of Indebtedness, such amounts shall be added back for purposes of determining Consolidated Net Income for the respective period.

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for the making of Restricted Payments of the types described in Section 4.07(b)(15); provided that (i) the above determination shall be made without reference to whether any default or event of default then exists pursuant to the Credit Agreement or whether there is, or would be, pro forma compliance with any financial covenants contained therein, (ii) if the relevant period of measurement pursuant to Credit Agreement as then in effect is a fiscal or calendar year, same shall be construed as if the relevant period of measurement under the Credit Agreement was instead the relevant period of four fiscal quarters described in preceding clause (y) (i.e., taking the quarter in which the respective Restricted Payment is being made together with the preceding three fiscal quarters); and (iii) if (and for so long as) there is no Credit Agreement then in effect, the Credit Agreement Reference Amount shall be deemed to be $45,000,000. For ease of reference, as of the date of the Second Supplemental Indenture to this Indenture, the aggregate amount to be utilized pursuant to preceding clause (y) shall be determined in accordance with the first proviso to Section 8.6(b) of the Credit Agreement.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;plus

(3) any interest accruing on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

Notwithstanding anything to the contrary contained above, to the extent Fixed Charges for any period would otherwise include any amortization of fees or expenses paid to obtain consents, modifications or waivers to outstanding Indebtedness or the documentation relating thereto, then the amortization of such amounts shall be deducted (and excluded) from Fixed Charges for such period.

Section 2.01Form and Dating.

(a)General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibits A1 and A2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

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Each Note issued pursuant to this Indenture shall be deemed to contain the modifications to the forms of Exhibits A-1 and A-2 hereto which have been adopted pursuant to Second Supplemental Indenture to this Indenture, and shall be entitled to increased interest at the times, and to the extent, provided in Section 2.13 hereof, notwithstanding the failure of any Note to contain such provisions.

(b)Global Notes. Notes issued in global form will be substantially in the form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A1 hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c)Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period will be terminated upon the receipt by the Trustee of:

(1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(2) an Officers’ Certificate from the Company.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(3)Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.

Section 2.13.Additional Interest in Certain Circumstances.

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Trustee within the time period required by Section 4.04(d). So long as no Default exists as a result of a violation of said Section 4.07(b)(15), from and after the date of the delivery of any certificate pursuant to Section 4.04(d) until the date of the delivery of the next certificate pursuant to 4.04(d), if the Adjusted Fixed Charge Coverage Ratio as determined at the time of the respective Restricted Payment (and as shown in such certificate) was less than 1.5:1, the per annum interest rate otherwise applicable to the Notes shall be increased by 1% per annum in excess of the rate otherwise then in effect (i.e., the rate determined before giving effect to this Section 2.13, it being understood and agreed that rate increases pursuant to this Section 2.13 shall not be cumulative, and the maximum increase at any time pursuant to this Section 2.13 shall be limited to 1% per annum), to the extent lawful. If the Company fails to deliver any certificate required by Section 4.04(d) within the time period required thereby, then for the period from the date of required delivery of said certificate until the respective such certificate is actually delivered, the Company shall be deemed to have delivered a certificate showing an Adjusted Fixed Charge Coverage Ratio of less than 1.5:1. Notwithstanding anything to the contrary contained above, during all periods when any Default exists as a result of a violation of Section 4.07(b)(15), no additional interest shall accrue on the Notes pursuant to this Section 2.13.

Section 4.03Reports.

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations:

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the~~Company~~Parent Entity were required to file reports, and, with respect to the annual information only, a report thereon by the~~Company~~Parent Entity’s certified independent accountants; and

(2) all current reports that would be required to be filed with or furnished to the SEC on Form 8-K if the~~Company~~Parent Entity were required to file such reports.

In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA § 314(a).

If, at any time, after the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC.

(b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

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Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04Compliance Certificate.

(a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

(d) So long as any of the Notes are outstanding, within ten (10) Business Days after the making of any Restricted Payment pursuant to Section 4.07(b)(15), the Company shall deliver to the Trustee an Officers’ Certificate showing the calculation of the Adjusted Fixed Charge Coverage Ratio of the Parent Entity after giving effect to the making of the respective Restricted Payment.

Section 4.07Restricted Payments.

(a) The Parent Entity and Company will not, and the Company will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ or the Parent Entity’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries or the Parent Entity) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ or the Parent Entity’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or dividends or distributions payable to the Company or a Restricted Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or the Parent Entity;

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(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date of this Indenture (excluding Restricted Payments~~permitted by~~made pursuant to clauses (2), (3), (5), (4), (6), (7), (8), (9), (10), (11), (12) ~~and~~, (13),(14) and (15) of paragraph (b) of this Section 4.07), is less than the sum, without duplication of:

(A) 50% of the Consolidated Net Income of Paperweight Development for the period (taken as one accounting period) from the beginning of the fiscal quarter during which the initial issue date of the Notes under this Indenture occurs to the end of the Parent Entity’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit);plus

(B) 100% of the aggregate net cash and non-cash proceeds received by the Parent Entity(excluding any such proceeds received by the Parent Entity from the ESOP after January 1, 2006 to the extent same constitute proceeds of employee deferrals which are invested by the ESOP in common equity of the Parent Entity) since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company);plus

(C) to the extent that any Restricted Investment that was made after the date of this Indenture is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any);plus

(D) to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary after the date of this Indenture, the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation;plus

(E) 50% of any dividends received by the Company or a Restricted Subsidiary of the Company that is a Guarantor after the date of this Indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period.

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(b) So long as no Default has occurred and is continuing or would be caused thereby(except in the case of Restricted Payments made pursuant to following clauses (14) and (15)), the provisions of Section 4.07(a) hereof will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable dividend within 60 days after the date of declaration of the dividend or the giving of notice, as the case may be, if at the date of declaration or notice the dividend payment would have complied with the provisions of this Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company or the Parent Entity (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Company or the Parent Entity;provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(B) of Section 4.07(a) hereof;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on apro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement;provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1.0 million in any twelve-month period;

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued on or after the date of this Indenture in accordance with the Fixed Charge Coverage test described in Section 4.09 hereof;

(8) the payment of loans, advances, dividends or distributions by the Company to the Parent Entity to permit the Parent Entity to satisfy its legal obligations to pay taxes and administrative and other expenses incurred in the ordinary course of business;provided that such amounts are promptly used to pay such taxes and administrative and other expenses and,provided further, that such amounts may not exceed, without duplication, $1.0 million in the aggregate for payments to the Parent Entity in any twelve-month period;

(9) issuances of Capital Stock by Parent Entity to the ESOP in satisfaction of the employer matching obligation under the ESOP;

(10) the repayment of intercompany debt, the incurrence of which was permitted pursuant to Section 4.09 hereof;

(11) satisfaction of change of control and/or asset sale obligations on subordinated obligations once the Company has fulfilled its obligations relating to a Change of Control and/or Asset Sale under this Indenture;

(12) distributions by the Company to permit Paperweight Development to repay intercompany loans so long as the amount of any such distribution is simultaneously netted against amounts owing to the Company under such loans and no cash is paid as a result of any such distribution;~~and~~

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(13) other Restricted Payments in an aggregate amount not to exceed $10.0 million since the date of this Indenture;

(14) the Parent Entity may make Restricted Payments to satisfy its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP to the extent representing hardship (with “hardship” being determined in accordance with the Code and the ESOP Documentation) distributions to the participants in the ESOP in accordance with the Code and the ESOP Documentation; provided that the aggregate amount of all Restricted Payments made pursuant to this clause (14) shall not exceed $2,000,000 in any fiscal year of the Parent Entity; and the Company and its Restricted Subsidiaries may make Restricted Payments to (or on behalf of) the Parent Entity to enable it to make Restricted Payments permitted above in this clause (14); and

(15) the Parent Entity may make Restricted Payments to satisfy its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP upon (x) the election of such participants to diversify a portion of the common stock held in the account eligible for diversification under section 401(a)(28) of the Code (or any relevant successor provision) and/or (y) the death, disability, resignation, dismissal or permanent layoff of such participants; so long as either (x) the aggregate amount of the Restricted Payments then being made pursuant to this clause (15), when aggregated with all other such Restricted Payments made pursuant to this clause (15) during the same fiscal quarter and during the three immediately preceding fiscal quarters, would not exceed the Credit Agreement Reference Amount as then in effect or (y) immediately after giving effect to each such payment, the Adjusted Fixed Charge Coverage Ratio of the Parent Entity for the Parent Entity’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which the respective Restricted Payment is made would have been at least 1.5 to 1; and the Company and its Restricted Subsidiaries may make Restricted Payments to (or on behalf of) the Parent Entity to enable it to make Restricted Payments permitted above in this clause (15).

For purposes of determining compliance with this Section 4.07, in the event that an item meets the criteria of more than one of the categories of permitted Restricted Payments pursuant to clauses (1) through (15) of Section 4.07(b), or may be made pursuant to Section 4.07(a) or as a Permitted Investment, the Company shall be permitted to classify such item on the date of the respective payment and will only be required to include the amount in the relevant clause or pursuant to the relevant defined term, although the Company may divide and classify an item in more than one category in any manner that complies with this Section 4.07.The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 will be determined by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $15.0 million.

Section 4.09Incurrence of Indebtedness and Issuance of Preferred Stock.

(a) The Parent Entity and Company will not, and the Company will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not and will not permit the Parent Entity to issue any Disqualified Stock and the Parent Entity and the Company will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock;provided,however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness or issue preferred stock, if the Fixed Charge Coverage Ratioof the Parent Entity for the~~Company~~Parent Entity’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1,

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determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

(b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company and any Guarantor of additional Indebtedness and letters of credit under the Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $425.0 millionless the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any of its Restricted Subsidiaries since the date of this Indenture to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to Section 4.10 hereof;

(2) the incurrence by the Parent Entity, the Company and its Restricted Subsidiaries of the Existing Indebtedness, including without limitation the Senior Notes issued on the date of this Indenture and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement;

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the date of this Indenture and the related Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in each case incurred no later than 180 days after the date of such acquisition or the date of completion of such construction, installation or improvement, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of $25.0 million and 3.0% of Consolidated Tangible Assets at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses (2), (3), (4), (5) or (14) of this Section 4.09(b);

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:

(a) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company;

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will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company;

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(9) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09;provided that if the Indebtedness being guaranteed is subordinated to orpari passu with the Notes, then the Guarantee shall be subordinated orpari passu to the same extent as the Indebtedness guaranteed;

(10) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds, completion guarantees or similar arrangements in the ordinary course of business;

(11) the incurrence by the Company of Indebtedness or Obligations represented by or incurred pursuant to the Environmental Indemnity Agreements;

(12) Indebtedness of the Company or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, provided that such Indebtedness is satisfied within five business days of incurrence;

(13) Indebtedness arising from agreements of the Company or a Restricted Subsidiary or any Parent Entity providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed 20% of the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with a disposition; and

(14) the incurrence by the Company or any of the Guarantors of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (14), not to exceed $20.0 million.

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an item of Indebtedness in more than one of the types of Indebtedness, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of Equity Interests as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09;provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the Fair Market Value of such assets at the date of determination, and

(B) the amount of the Indebtedness of the other Person.

Section 4.16No Amendment to Fox River Indemnity Arrangements, Security Holders Agreements or ESOP Documentation

(a) Without the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company and Paperweight Development will not amend, supplement or otherwise modify, or permit the amendment, supplement or modification of (pursuant to a waiver, endorsement or otherwise) the terms and conditions of the Fox River Indemnity Arrangements other than to the extent necessary to change a notice address or to cure any ambiguity, defect or inconsistency in a manner not in any respect adverse to the Holders of the Notes; provided, however, that terms, other than the Economic Terms (as defined below), of the Relationship Agreement, the Assignment and Assumption Deed and the Credit Enhancement may be amended with the prior written consent of the Trustee, which consent shall be given only upon the receipt of:

(1) 30 days’ prior written notice of the proposed amendment, modification, waiver or alteration, describing the same in reasonable detail and providing any related documentation for the proposed implementation thereof;

(2) an Opinion of Counsel acceptable to the Trustee, to the effect that the proposed amendment, modification, waiver or alteration will not have an adverse effect on the legal rights of Arjo Wiggins Appleton (Bermuda) Limited, which is the policyholder under the Credit Enhancement, Paperweight Development Corp. and the Company under the Relationship Agreement or the Assignment and Assumption Deed, and does not have an adverse effect on the then remoteness of Arjo Wiggins (Bermuda) Holdings Limited and Arjo Wiggins Appleton (Bermuda) Limited from AWA and its other Affiliates for bankruptcy, substantive consolidation or similar purposes;

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(3) an Officer’s Certificate on behalf of Paperweight Development Corp., certifying that it believes that the proposed amendment, modification, waiver or alteration is not adverse to Arjo Wiggins Appleton (Bermuda) Limited, Paperweight Development Corp. or the Company;

(4) an opinion from an investment bank of recognized national standing, to the effect that the proposed amendment, modification, waiver or alteration is not adverse, from a financial point of view, to Arjo Wiggins Appleton (Bermuda) Limited 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

(5) any additional opinions or certificates that the Trustee determines may reasonably be required given the circumstances of any proposed amendment, modification, waiver or alteration;

in each case, in form and substance acceptable to the Trustee.

Notwithstanding the foregoing, the Trustee shall not be requested to approve and shall not approve any amendment, modification, waiver or alteration of Section 2(h) of the Relationship Agreement providing for the conditions for Trustee consent or any of the following terms (the “Economic Terms”) of the Relationship Agreement, the Assignment and Assumption Deed and the Credit Enhancement:

(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 Credit Enhancement;

(ii) any provisions of the Assignment and Assumption Deed;

(iii) requirements for certificates of approval from the Trustee or other lenders contained in the Relationship Agreement or the Credit Enhancement;

(iv) the identity of the insurer under the Credit Enhancement; and

(v) changes in the jurisdiction of organization of Arjo Wiggins Appleton (Bermuda) Limited, which is the policyholder under the Credit Enhancement, to any jurisdiction other than as specified in Exhibit B to the Relationship Agreement.

(b) Without the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company and Paperweight Development will not amend, supplement or otherwise modify, or permit the amendment, supplement or modification of (pursuant to a waiver, endorsement or otherwise) the terms and conditions of the Security Holders Agreements other than to the extent necessary to change a notice address or to cure any ambiguity, defect or inconsistency in a manner not in any respect adverse to the Holders of the Notes.

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(xiii) of this subsection (c) as they relate to the ESOP Component, may be amended with the consent of the Trustee upon receipt of an Officer’s Certificate and an Opinion of Counsel, to the general effect that the proposed amendment is not adverse to Paperweight Development or the Company, and an opinion of an ESOP consultant, to the general effect that the proposed amendment will not accelerate the timing or amount of Paperweight Development’s obligations to repurchase common stock from employees terminating their participation in the ESOP Component.Notwithstanding anything to the contrary contained above in this clause (c), amendments, supplements or other modifications of the ESOP Documentation shall be permitted so long as the Board of Directors or an Officer of the Company determines in good faith on, or within 5 Business Days of, the date the respective amendment, supplement or modification becomes effective, that the respective such amendment, supplement or modification is not reasonably likely to result in a material adverse change in the business, financial condition or results of operations of the Company and its Subsidiaries taken as whole.

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Exhibit A-1 to the Senior Note Indenture

[Back of Note]

8 1/8% Senior Notes due 2011

(1)INTEREST. Appleton Papers Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 8 1/8% per annum from , 20 until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;provided further that the first Interest Payment Date shall be, 20 . The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.In addition, the Company will pay additional interest at the rates and for the periods provided in Section 2.13 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Exhibit A-2 to the Senior Note Indenture

[Back of Regulation S Temporary Global Note]

8 1/8% Senior Notes due 2011

(1)INTEREST. Appleton Papers Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 8 1/8% per annum from , 20 until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;provided further that the first Interest Payment Date shall be, 20 . The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.In addition, the Company will pay additional interest at the rates and for the periods provided in Section 2.13 of the Indenture.Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture.

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Text of Proposed Amendments to the Senior Subordinated Note Indenture

Pursuant to the Proposed Amendments, the following sections of the Senior Subordinated Note Indenture will be amended to read in their entirety as follows:

Section 1.01Definitions.

“Code” means the Internal Revenue Code of~~1986~~,1986 (or any successor thereto), as amended.

“Consolidated Cash Flow” means with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income;plus

(4) depreciation, amortization (including amortization of intangiblesand the amortization of deferred debt issuance or modification costs, but excluding amortization ofother prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income;plus

(6) other non-cash charges from employee compensation expenses arising from the issuance of stock, options to purchase stock, deferrals(including if cash is paid to the ESOP trustee, to the extent such cash is used to purchase common stock of the Parent Entity and is returned to the Company) and stock appreciation rights, employer matching contributions pursuant to the ESOP (excluding any such expenses which relate to options or rights which, at the option of the holder thereof, may be settled in cash);provided that any requirement under applicable law or the ESOP Documentation that common stock of the Parent Entity be repurchased (whether at such time or in the future) shall not be construed to cause any

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expense as described above which would otherwise be “non-cash” to be treated as a “cash” expense;plus

(78) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business;

in each case, on a consolidated basis and determined in accordance with GAAP.

(3) the cumulative effect of a change in accounting principles will be excluded; and

(4) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries.

“Credit Agreement Reference Amount” at any time, shall mean the sum of (x) $15,000,000 and (y) the maximum amount permitted to be used (whether so used or not, and without deduction for other permitted uses of the same basket amount or for loans or other investments for similar purposes) for the fiscal quarter in which the respective Restricted Payment is then being made pursuant to Section 4.07(b)(14) and for the three immediately preceding fiscal quarters pursuant to the terms of the Credit Agreement as then in effect for the making of Restricted Payments of the types described in Section 4.07(b)(14); provided that (i) the above determination shall be made without reference to whether any default or event of default then exists pursuant to the Credit Agreement or whether there is, or would be, pro forma compliance with any financial covenants contained therein, (ii) if the relevant period of measurement pursuant to Credit Agreement as then in effect is a fiscal or calendar year, same shall be construed as if the relevant period of measurement under the Credit Agreement was instead the relevant period of four fiscal quarters described in preceding clause (y) (i.e., taking the quarter in which the respective Restricted Payment is being made together with the preceding three fiscal quarters); and (iii) if (and for so long as) there is no Credit Agreement then in effect, the Credit Agreement Reference Amount shall be deemed to be $45,000,000. For ease of reference, as of the date of the Second Supplemental Indenture to this Indenture, the aggregate amount to be utilized pursuant to preceding clause (y) shall be determined in accordance with the first proviso to Section 8.6(b) of the Credit Agreement.

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“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;plus

Section 2.01Form and Dating.

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amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(2) an Officers’ Certificate from the Company.

Section 2.13.Additional Interest in Certain Circumstances.

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result of a violation of Section 4.07(b)(14), no additional interest shall accrue on the Notes pursuant to this Section 2.13.

Section 4.03Reports.

(2) all current reports that would be required to be filed with or furnished to the SEC on Form 8-K if the~~Company~~Parent Entity were required to file such reports.

(c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04Compliance Certificate.

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Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(d) So long as any of the Notes are outstanding, within ten (10) Business Days after the making of any Restricted Payment pursuant to Section 4.07(b)(14), the Company shall deliver to the Trustee an Officers’ Certificate showing the calculation of the Adjusted Fixed Charge Coverage Ratio of the Parent Entity after giving effect to the making of the respective Restricted Payment.

Section 4.07Restricted Payments.

(a) The Parent Entity and Company will not, and the Company will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

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(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date of this Indenture (excluding Restricted Payments~~permitted by~~made pursuant to clauses (2), (3), (5), (4), (6), (7), (8), (9), (10), (11),(12), (13), and (1214) of paragraph (b) of this Section 4.07), is less than the sum, without duplication of:

(b) So long as no Default has occurred and is continuing or would be caused thereby(except in the case of Restricted Payments made pursuant to following clauses (13) and (14)), the provisions of Section 4.07(a) hereof will not prohibit:

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(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

(9) issuances of Capital Stock by Parent Entity to the ESOP in satisfaction of the employer matching obligation under the ESOP;

(10) the repayment of intercompany debt, the incurrence of which was permitted pursuant to Section 4.09 hereof;

(11) distributions by the Company to permit Paperweight Development to repay intercompany loans so long as the amount of any such distribution is simultaneously netted against amounts owing to the Company under such loans and no cash is paid as a result of any such distribution;~~and~~

(12) other Restricted Payments in an aggregate amount not to exceed $10.0 million since the date of this Indenture;

(13) the Parent Entity may make Restricted Payments to satisfy its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP to the extent representing hardship (with “hardship” being determined in accordance with the Code and the ESOP Documentation) distributions to the participants in the ESOP in accordance with the Code and the ESOP Documentation; provided that the aggregate amount of all Restricted Payments made pursuant to this clause (13) shall not exceed $2,000,000 in any fiscal year of the Parent Entity; and the Company and its Restricted Subsidiaries may make Restricted Payments to (or on behalf of) the Parent Entity to enable it to make Restricted Payments permitted above in this clause (13); and

(14) the Parent Entity may make Restricted Payments to satisfy its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP upon (x) the election of such participants to diversify a portion of the common stock held in the account eligible for diversification under section 401(a)(28) of the Code (or any relevant successor provision) and/or (y) the death, disability, resignation, dismissal or permanent layoff of such

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participants; so long as either (x) the aggregate amount of the Restricted Payments then being made pursuant to this clause (14), when aggregated with all other such Restricted Payments made pursuant to this clause (14) during the same fiscal quarter and during the three immediately preceding fiscal quarters, would not exceed the Credit Agreement Reference Amount as then in effect or (y) immediately after giving effect to each such payment, the Adjusted Fixed Charge Coverage Ratio of the Parent Entity for the Parent Entity’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which the respective Restricted Payment is made would have been at least 1.5 to 1; and the Company and its Restricted Subsidiaries may make Restricted Payments to (or on behalf of) the Parent Entity to enable it to make Restricted Payments permitted above in this clause (14).

For purposes of determining compliance with this Section 4.07, in the event that an item meets the criteria of more than one of the categories of permitted Restricted Payments pursuant to clauses (1) through (14) of Section 4.07(b), or may be made pursuant to Section 4.07(a) or as a Permitted Investment, the Company shall be permitted to classify such item on the date of the respective payment and will only be required to include the amount in the relevant clause or pursuant to the relevant defined term, although the Company may divide and classify an item in more than one category in any manner that complies with this Section 4.07. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 will be determined by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $15.0 million.

Section 4.09Incurrence of Indebtedness and Issuance of Preferred Stock.

(a) The Parent Entity and Company will not, and the Company will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not and will not permit the Parent Entity to issue any Disqualified Stock and the Parent Entity and the Company will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock;provided,however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness or issue preferred stock, if the Fixed Charge Coverage Ratioof the Parent Entity for the~~Company~~Parent Entity’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

(b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

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(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:

will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company;

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

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(8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(11) the incurrence by the Company of Indebtedness or Obligations represented by or incurred pursuant to the Environmental Indemnity Agreements;

For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.09, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses, although the Company may divide and classify an item of Indebtedness in more than one of the types of Indebtedness, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of Equity Interests as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09;provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

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The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the Fair Market Value of such assets at the date of determination, and

(B) the amount of the Indebtedness of the other Person.

Section 4.17No Amendment to Fox River Indemnity Arrangements, Security Holders Agreements or ESOP Documentation

(5) any additional opinions or certificates that the Trustee determines may reasonably be required given the circumstances of any proposed amendment, modification, waiver or alteration;

in each case, in form and substance acceptable to the Trustee.

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(ii) any provisions of the Assignment and Assumption Deed;

(iii) requirements for certificates of approval from the Trustee or other lenders contained in the Relationship Agreement or the Credit Enhancement;

(iv) the identity of the insurer under the Credit Enhancement; and

(c) Without the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company and the Parent Entity will not amend, supplement or otherwise modify, or permit the amendment, supplement or modification of (pursuant to a waiver, endorsement or otherwise) the ESOP Documentation relating to the ESOP Component (as defined in the ESOP) except that the ESOP Documentation may be amended, supplemented or modified as may be required by law, or to maintain the tax qualified status of the ESOP or to change a notice address or to cure any ambiguity, defect or inconsistency in a manner not in any respect adverse to the Holders of the Notes; provided, however, that certain administrative, non-economic and other terms of the ESOP Documentation relating to the ESOP Component, not including the following provisions as they relate to the ESOP Component: (i) contributions to the ESOP (Article 3 of the ESOP), (ii) distributions to participants (Article 7 of the ESOP), (iii) amendment or termination of the ESOP (Articles 9 and 10 of the ESOP), (iv) eligibility (Section 2.1(d) of the ESOP), (v) the allowable amount of a participant’s Savings Percentage (as defined in the ESOP) (Section 2.2(a) of the ESOP), (vi) leased employees (Section 2.6 of the ESOP), (vii) the vesting schedule relating to specific accounts (Section 4.2 of the ESOP), (viii) special vesting rules (Section 4.3 of the ESOP), (ix) maximum amounts on annual additions (Section 5.4 of the ESOP), (x) limitation on deduction (Section 5.5 of the ESOP), (xi) the trust fund (Section 6.1 of the ESOP), (xii) diversification of ESOP accounts (Section 6.5 of the ESOP), (xiii) adjustment of ESOP accounts (Section 6.9(e) of the ESOP) and definitions related to items (i) through (xiii) of this subsection (c) as they relate to the ESOP Component, may be amended with the consent of the Trustee upon receipt of an Officer’s Certificate and an Opinion of Counsel, to the general effect that the proposed amendment is not adverse to Paperweight Development or the Company, and an opinion of an ESOP consultant, to the general effect that the proposed amendment will not accelerate the timing or amount of Paperweight Development’s obligations to repurchase common stock from employees terminating their participation in the ESOP Component.Notwithstanding anything to the contrary contained above in this clause (c), amendments, supplements or other modifications of the ESOP Documentation shall be permitted so long as the Board of Directors or an Officer of the Company determines in good faith on, or within 5 Business Days of, the date the respective amendment, supplement or modification becomes effective, that the respective such amendment, supplement or modification is not reasonably likely to result in a material adverse change in the business, financial condition or results of operations of the Company and its Subsidiaries taken as whole.

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Exhibit A-1 to the Senior Subordinated Note Indenture

[Back of Note]

9 ³/4% Senior Subordinated Notes due 2014

(1)INTEREST. Appleton Papers Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 9 ³/4% per annum from , 20 until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;provided further that the first Interest Payment Date shall be , 20 . The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.In addition, the Company will pay additional interest at the rates and for the periods provided in Section 2.13 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Exhibit A-2 to the Senior Subordinated Note Indenture

[Back of Regulation S Temporary Global Note]

9 ³/4% Senior Subordinated Notes due 2014

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Any questions regarding the terms of the Consent Solicitation may be directed to the Solicitation Agent.

The Solicitation Agent for the Consent Solicitation is:

UBS Securities LLC

677 Washington Boulevard

Stamford, CT 06901

Attention: Liability Management Group

Collect: (203) 719-4210

Toll-free: (888) 722-9555 x4210

Requests for assistance or additional copies of this Consent Solicitation Statement, the Consent Form and other related documents may be directed to the Information Agent.

The Information Agent for the Consent Solicitation is:

Global Bondholder Services Corporation

65 Broadway – Suite 723

New York, New York 10006

Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774

Toll free: (866) 952-2200

Consent Forms should be delivered to the Tabulation Agent as follows:


By Hand Delivery or Overnight Courier:		By Mail, First-class Postage Prepaid:

Global Bondholders Services Corporation		Global Bondholders Services Corporation
65 Broadway – Suite 723 New York, New York 10006		65 Broadway – Suite 723 New York, New York 10006

By Facsimile (Eligible Institutions Only):

(212) 430-3775/3779

Confirm by telephone:

(212) 430-3774

Appvion Inactive 8-KAppleton Papers Inc. Announces Consent Solicitation with Respect to its Senior and Senior Subordinated Notes