Exhibit 10.20
AMENDED AND RESTATED
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INTELLECTUAL PROPERTY AGREEMENT
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This AMENDED AND RESTATED INTELLECTUAL PROPERTY AGREEMENT ("Agreement")
is made and entered into as of November 9, 2001 ("Effective Date"), between WTA,
INC. (hereinafter referred to as "WTA"), APPLETON PAPERS INC. (hereinafter
referred to as "Appleton"), Delaware corporations having their principal places
of business, respectively, at Wilmington, Delaware and Appleton, Wisconsin,
United States of America, and APPLETON COATED PAPERS HOLDINGS INC. (hereinafter
referred to as "ACPHI") and APPLETON COATED LLC (hereinafter referred to as
"Coated"), a Delaware corporation and limited liability company respectively,
each having its principal place of business at Kimberly, Wisconsin. WTA, API (as
hereinafter defined), and AC (as hereinafter defined) are sometimes referred to
herein individually as a "Party" and collectively as the "Parties."
RECITALS
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WHEREAS, AC carries on the business of the manufacture and sale of
Coated Papers, Basestock Papers, and on a contract basis for API, CF Carbonless
Papers (all as defined herein), and such business was until January 1, 2000
owned and carried on by Appleton as its "Coated Free Sheet Division" ("CFSD", it
being agreed that CFSD did not comprise the business of the manufacture and sale
of Specialty Coated Papers as defined below). CFSD was transferred to Coated
effective as of January 1, 2000 pursuant to a Conveyance of Business Operations
between Appleton and Coated dated effective immediately after the close of
business on January 1, 2000 (the "Conveyance"), which inter alia conveyed or
agreed to convey to Coated any and all intangible property rights and assets to
the extent utilized in connection with CFSD; and
WHEREAS, Appleton makes and sells carbonless copying papers, thermal
papers, security papers and various specialty coated papers which were not made
within the CFSD (such specialty coated papers being hereinafter referred to as
the "Specialty Coated Papers"); and
WHEREAS, the Parties wish to clarify the understanding and agreement
between them as regards the use of Intellectual Property Rights (as hereinafter
defined) in their respective business operations, the intent being that save as
expressly agreed otherwise in writing between them they shall each be able to
carry on the production and sale of the products they made as of the Separation
Date (as hereinafter defined) without fear of infringement of the other Party's
Intellectual Property Rights.
NOW, THEREFORE, in consideration of the mutual agreements, undertakings
and covenants herein, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
ARTICLE I - DEFINITIONS
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"AC" means (i) Coated, (ii) ACPHI, (iii) Newton Falls Inc. ("NFI") or,
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as the case may be, Newton Falls LLC ("NF LLC," NF LLC having succeeded to the
rights and obligations of
NFI pursuant to a certain Agreement of Merger, by and between Appleton, NFI and
NF LLC, effective as of October 28, 2001), and (iv) the Subsidiaries of Coated.
"Acquired Assets" means those assets constituting the CFSD acquired by
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AC from API as a part of the Conveyance.
"Affiliate" means any entity which is from time to time directly or
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indirectly controlled by or is treated as an associate of the entity in question
or which directly or indirectly controls that entity or which is itself an
entity which is directly or indirectly under the control of or is treated as an
associate of any such controlling entity; and "control" means the power directly
or indirectly to control the exercise of more than 50% of the voting rights in
the entity concerned; and "treated as an associate" shall mean would in
accordance with applicable GAAP (Generally Accepted Accounting Principles in the
relevant location) be accounted for as an associate of the entity concerned.
"API" means Appleton and its Subsidiaries (including WTA) other than
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Coated, Newton Falls, Inc. and CFSD.
"Basestock" means base paper for use in the production of carbonless
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copying paper or thermal paper.
"CF Carbonless Paper" means so-called "coated front" carbonless copying
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paper intended for use in a multi-part set of forms.
"Coated Papers" means coated papers of any kind other than carbonless
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copying papers or thermal papers.
"Intellectual Property Rights" means all U.S. and/or non-U.S.
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intellectual property rights belonging to a Party (whether registered or not),
excluding trademarks, existing at the Separation Date that (a) were used at or
prior to the Separation Date, whether commercially or in trials; or (b) had been
made known (either specifically or in general terms) by API to AC or vice versa,
prior to the Separation Date, and relate to the manufacture of Coated Papers,
the Specialty Coated Papers, carbonless copying paper and/or Basestock, CF
Carbonless Paper or thermal paper and/or in the preparation, treatment,
modification, manufacture or use of any raw material or ingredient, equipment,
plant machinery, processes or means or methods for the design, manufacture, sale
or use of said products. "Intellectual Property Rights" shall include, without
limitation:
(a) all know-how not already in the public domain including,
but not limited to, discoveries, processes, machines, methods of
manufacture, compositions of matter, inventions, ideas, concepts,
developments, formulae, patterns, designs, technology, methods,
techniques, procedures, trade secrets, copyrights, computer software
and related items, confidential information, know-how, new and useful
improvements thereof, whether or not eligible for patent protection;
and
(b) all letters patents, patent applications and any
divisions, continuations, continuations-in-part, extensions or
reissues, existing as of the Separation Date throughout the world.
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"Loss" means any direct indebtedness, liability, claim, loss, damage,
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deficiency, obligation or responsibility, known or unknown, fixed or unfixed,
choate or inchoate, liquidated or unliquidated, secured or unsecured,
subordinated or unsubordinated, matured or unmatured, accrued, absolute,
contingent or otherwise, including, without limitation, liabilities on account
of taxes, other governmental, regulatory or administrative charges or lawsuits
relating thereto.
"Material Asset" shall mean an asset of a Selling Party which, alone or
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taken together with other assets sold in a single transaction or a series of
related transactions to a single purchaser, results in such purchaser being able
to conduct all or a material portion of the business of the Selling Party.
"Precoat Technology" means API's proprietary carbonless or thermal
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pre-coat or sub-coat formulations.
"Selling Party" means any Party selling a Material Asset.
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"Separation Date" means January 1, 2000.
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"Subsidiary" means any corporation, partnership, limited liability
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company, joint venture or other legal entity (i) more than 50% of the stock or
other equity or ownership interests of which are directly or indirectly owned by
such person (either alone or through or together with any other Subsidiary) or
(ii) of which such person is generally entitled to elect a majority of the board
of directors or other governing body of such corporation or other legal entity.
"Third Party" means a person or entity other than AC or API.
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ARTICLE II - OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
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Section 2.1. Appleton acknowledges, recognizes and agrees that, subject
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to all pre-existing rights, obligations and restrictions of Third Parties
existing as of the Effective Date, that, as between the Parties, AC owns all
right, title and interest in all Intellectual Property Rights ("AC Rights")
that:
(a) were used exclusively within CFSD when it was part of
Appleton or by AC prior to the Separation Date;
(b) have been developed exclusively by AC since the Separation
Date;
(c) were obtained exclusively for the conduct of CFSD's or
AC's business or in connection with CFSD's or AC's assets;
(d) were developed exclusively for the conduct of CFSD's or
AC's business or in connection with CFSD's or AC's assets;
(e) were registered as owned by or were or are the subject of
an application for registration of ownership in the name of AC; or
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(f) have been conveyed into the ownership of AC pursuant to
the Conveyance (for the avoidance of doubt, the Conveyance did not
operate to convey the CF Carbonless Paper technology of API).
Section 2.2. Coated acknowledges, recognizes and agrees that, subject
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to all pre-existing rights, obligations and restrictions of Third Parties
existing as of the Effective Date, that, as between the Parties, API owns all
right, title and interest in all Intellectual Property Rights ("API Rights")
that:
(a) were used exclusively within the business operations of
API other than CFSD prior to the Separation Date;
(b) have been obtained or developed exclusively by API since
the Separation Date;
(c) were obtained or developed exclusively for the conduct of
API's business (other than in CFSD) or in connection with API's assets
(other than its assets in CFSD); or
(d) were or are registered as owned by or were or are the
subject of an application for registration of ownership in the name of
API and were not conveyed pursuant to the Conveyance to Coated.
Section 2.3. Any Intellectual Property Rights being used on or before
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the Separation Date by AC and/or CFSD on the one hand and API on the other hand
that is not included within the Intellectual Property Rights detailed in
Sections 2.1 and 2.2 above ("Joint Rights"), shall as between API and AC from
time to time (but subject to any Third Party Rights) be regarded as available to
each of AC and API without restriction as to use, exploitation or territory of
use and as to the alienation thereof, except as may be expressly agreed
otherwise in writing.
Section 2.4. Appleton affirms that at the Separation Date neither it
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nor any of its Subsidiaries (other than Newton Falls, Inc.) was using any
Intellectual Property Rights that prior to February 1, 1999 were being used
exclusively within CFSD or which had been developed since that date exclusively
within CFSD or by AC.
Section 2.5. Each of AC and API shall have the fight to assign or
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license their own Intellectual Property Rights and the Joint Rights.
Section 2.6. In the event of any disagreement about the ownership of
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any improvements, any joint developments or of any existing Intellectual
Property Rights ("Disputed Ownership"), AC and API agree to submit such disputes
to arbitration as prescribed in Section 7.9.
ARTICLE III - TERMINATION AND RELEASE
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OF PREVIOUS AGREEMENTS AND/OR OBLIGATIONS
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Section 3.1. The Parties hereby acknowledge that no Party or its
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Subsidiaries owes the other Party or its Subsidiaries any monies, or is
obligated in any way, with respect to the prior
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use of the Intellectual Property Rights or the development thereof prior to the
Effective Date. To the extent any such obligations exist, the Parties agree that
such obligations are hereby terminated.
ARTICLE IV - REPRESENTATIONS, WARRANTIES AND COVENANTS
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Section 4.1. Each Party represents and warrants to the other Parties
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that:
(a) This Agreement is a legal, valid and binding obligation
of the warranting party, enforceable against such Party in accordance
with its terms, subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' rights and remedies generally, and subject, as to
enforceability, to the effect of general principles of equity
(regardless of whether enforcement is considered in a proceeding at law
or in equity).
(b) The warranting Party is not subject to any judgment,
order, injunction, decree or award of any court, administrative agency
or governmental body that would or might interfere with its performance
of any of its material obligations hereunder.
(c) The warranting Party has full power and authority to
enter into and perform its obligations under this Agreement in
accordance with its terms.
Section 4.2. No warranty or representation is given that the use of
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the AC Rights, the API Rights or the Joint Rights does not or will not infringe
the rights of any Third Party.
Section 4.3. EXCEPT AS OTHERWISE SPECIFIED IN ARTICLE IV HEREOF,
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THERE ARE NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE, EVEN IF ANOTHER PARTY HAS BEEN MADE AWARE OF SUCH PURPOSE. NO
REPRESENTATIONS OR IMPLIED WARRANTIES ARE MADE AND NEITHER PARTY NOR ANY OF ITS
AFFILIATES ASSUMES OR ACCEPTS ANY LIABILITY TO ANOTHER PARTY NOR ANY OF ITS
AFFILIATES, WITH RESPECT TO THE QUALITY OR SUFFICIENCY OF ANY RESULTS TO BE
ACHIEVED BY THE USE OF THE AC RIGHTS, THE API RIGHTS OR THE JOINT RIGHTS, OR
WITH RESPECT TO THE COMPLETENESS OR CORRECTNESS OF THE MATERIALS GENERATED AS A
RESULT OF THIS AGREEMENT, AND EACH PARTY AND ITS AFFILIATES MUST ASSUME ALL
RESPONSIBILITIES AND RISKS, IF ANY, ASSOCIATED WITH THE USE OF SUCH RIGHTS.
ARTICLE V(a) - RESTRICTIONS ON THE SUPPLY OF
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CERTAIN PRODUCTS
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Section 5(a).1. Without prejudice to the terms and conditions of any
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agreement for the supply of Basestock between API and AC from time to time
existing, the Parties further covenant as follows:
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(a) Restriction on Competition. For a period of three (3)
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years following the Effective Date (the "Covered Period"), AC shall not
use the Acquired Assets to carry out any AC Competitive Activity.
For purposes of this Section 5(a).1(a), "AC Competitive
Activity" shall mean the manufacture or sale in the United States,
Canada, Mexico, the Caribbean or Central or South America of coated
front ("CF"), coated back ("CB") or coated front and back ("CFB")
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carbonless copying paper made by AC using the Acquired Assets; provided
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that, notwithstanding the foregoing, "AC Competitive Activity" shall
not include the supply to API of CF carbonless copying paper by AC.
(b) Precoat Technology Use Restriction. During the Covered
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Period, AC shall refrain from utilizing Precoat Technology to
manufacture carbonless and thermal basestock products for any Third
Party except in the case where a Third Party has independently
specified pre-coat or sub-coat formulations equivalent to the Precoat
Technology; and
(c) Precoat Technology Maintenance of Confidentiality.
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Notwithstanding the provisions of Article VI herein, API agrees not to
disclose or license the Precoat Technology to Third Parties other than,
on a confidential basis, its own suppliers for the limited purpose of
supplying API with product.
Section 5(a).2. Each Party acknowledges and agrees that the other Party
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and its Affiliates are engaged in a highly competitive business and that the
protections set forth in this Article V(a) are fair and reasonable and are of
vital concern to such Party and its Affiliates. Further, each Party acknowledges
and agrees that monetary damages for any violation of this Article V(a) will not
adequately compensate the other Party and its Affiliates with respect to any
such violation. Therefore, in the event of a breach or threatened breach by a
Party or any of its Affiliates or successors of any of the terms or provisions
contained in this Article V(a), and notwithstanding Section 7.9 hereof, the
other Party shall be entitled to an injunction by any court of competent
jurisdiction to prevent or restrain any such breach or threatened breach hereof.
In connection therewith, each Party hereby waives, to the fullest extent
permitted by law, any requirement for the posting of a bond or other collateral
security in connection with any application for injunctive relief. The remedies
available to the Parties pursuant to this Section 5(a).2 may be exercised
cumulatively in conjunction with all other rights and remedies provided by law.
ARTICLE V - TERM
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Section 5.1. The term of this Agreement commences on the Effective
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Date and remains in effect in perpetuity.
ARTICLE VI - CONFIDENTIAL INFORMATION
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Section 6.1. In connection with this Agreement, each Party (each a
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"Disclosing Party") may have already disclosed or may disclose certain
Confidential Information (as hereinafter defined) to the other Party or to that
other Party's Affiliate (each a "Receiving Party"). "Confidential Information,"
subject to the provisions of Section 6.3, shall mean: (a) any information
developed within or received by a Party or its Affiliate prior to the Separation
Date
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relating to the Intellectual Property Rights regardless of whether or not such
information was previously treated as confidential and (b) any information
disclosed by a Party or its Affiliates to the other Party or that other Party's
Affiliates after the Separation Date relating to that Party's Intellectual
Property Rights whether in writing or verbally or otherwise.
Section 6.2. Each Party who is a Receiving Party acknowledges the
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confidential and proprietary nature of the Confidential Information received and
agrees not to reveal or disclose any Confidential Information for any purpose
(except as permitted by the following sentence) to any other person, or to use
any Confidential Information for any purpose other than as contemplated hereby,
in each case, without the prior written consent of the Disclosing Party. In the
event that a Receiving Party wishes to disclose Confidential Information to any
Third Party, it may do so only with the express prior written consent of the
Disclosing Party and only if the Third Party agrees to abide by the terms of
this Article VI. Each Party shall cause their respective Affiliates and their
Affiliate's respective directors, officers, employees, representatives, advisors
and agents to observe the provision of this Article VI as if they were Parties
hereto.
Section 6.3. Notwithstanding anything contained herein to the contrary,
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Confidential Information shall not include information which (a) is required to
be disclosed pursuant to any statute, regulation, order, subpoena or document
discovery request, provided that prior written notice of such disclosure is
furnished to the Disclosing Party as soon as practicable in order to afford the
Disclosing Party an opportunity to seek a protective order (it being agreed that
if the Disclosing Party is unable to obtain or does not seek a protective order
and the Receiving Party is legally compelled to disclose such information,
disclosure of such information may be made without liability); or (b) which is
in the public domain; or (c) which hereafter comes into the public domain other
than by reason of a breach hereof by the Receiving Party (or any Affiliate,
director, officer, employee, representative, advisor or agent thereof).
Section 6.4. In view of the difficulties of placing a monetary value on
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the Confidential Information, the Disclosing Party shall be entitled to a
preliminary and final injunction without the necessity of posting any bond or
undertaking in connection therewith, by any court of competent jurisdiction to
prevent or restrain any breach or threatened breach of this Article VI or
further unauthorized use of Confidential Information. This remedy is separate
and apart from and cumulative with any other remedy the Disclosing Party may
have.
Section 6.5. Each Receiving Party, as the case may be, shall notify the
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Disclosing Party immediately upon discovery of any prohibited use or disclosure
of the Confidential Information, or any other breach of this Article VI by such
Receiving Party or any Affiliate, director, officer, representative, advisor,
employee or agent of such Receiving Party, and shall fully cooperate with the
Disclosing Party to help the Disclosing Party regain possession of the
Confidential Information and prevent any further prohibited use or disclosure of
the Confidential Information.
Section 6.6. The term of this Article VI shall be from the Effective
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Date until the later of (a) the termination of this Agreement and (b) the
receipt of written consent from the Disclosing Party that the Confidential
Information no longer needs to be treated as confidential in accordance with
this Article VI.
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ARTICLE VII - MISCELLANEOUS
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Section 7.1. Each of AC and API shall take all actions and execute all
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documents (including, without limitation, any bills of sale, assignments or
government filings) reasonably requested by the other Party to effect the
purposes of this Agreement and/or to clarify or confirm the respective ownership
rights of the Parties as provided for in this Agreement.
Section 7.2. Except as otherwise contemplated by this Agreement, all
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covenants and agreements of the Parties contained in this Agreement shall
survive the termination of this Agreement.
Section 7.3. All notices and other communications hereunder shall be in
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writing and hand delivered or mailed by registered or certified mail (return
receipt requested) or sent by any means of electronic message transmission with
delivery confirmed (by voice or otherwise) to the Parties at the following
addresses (or at such other addresses for a Party as shall be specified by like
notice) and will be deemed given on the date on which such notice is received:
For WTA:
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Address: WTA, Inc.
1105 North Market Street, Suite 1410
Wilmington, DE 19801
Attn: President
For API:
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Address: Appleton Papers Inc.
1400 N. Rankin Street
Appleton WI 54911
Attn: Law Department
with a copy to:
Address: Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202
Attn: Christopher B. Noyes
For AC:
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Address: Appleton Coated LLC
569 Carter Court
Kimberly, WI 54136
Attn: Chief Executive Officer
For ACPHI:
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Address: Appleton Coated LLC
8
569 Carter Court
Kimberly, WI 54136
Attn: Chief Executive Officer
Section 7.4. The failure of any Party to require strict performance by
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any other Party of any provision in this Agreement will not waive or diminish
that Party's right to demand strict performance thereafter of that or any other
provision hereof.
Section 7.5. This Agreement may not be modified or amended except by an
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agreement in writing signed by each of the Parties hereto.
Section 7.6. This Agreement shall be binding upon and shall inure to
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the benefit of, the successors and assigns of the Parties. If a Selling Party
sells any Material Asset on or before the fourth (4th) anniversary hereof, such
Selling Party shall, as a condition to such sale, require the purchaser of such
asset to join into this Agreement and agree to be bound by its terms as if it
was an original party hereto. If, on or before the fourth (4th) anniversary
hereof, either AC or API undertakes a merger, consolidation or sale of greater
than fifty percent (50%) of its voting securities or limited liability company
membership interests or units, or any other similar transaction, then AC or API,
as the case may be, shall require as a condition to the transaction the
acquiring entity in such transaction to expressly join into this Agreement and
agree to be bound by its terms as if it were an original a party hereto. Any
Party which defaults in its obligations under this Section 7.6 shall indemnify
and hold harmless the other Party against all Losses suffered by such Party as a
result of a violation of this Agreement, including, without limitation, the
provisions of Article V(a). The Parties may assign this Agreement to their
respective Subsidiaries without the prior written consent of the other Party.
Section 7.7. This Agreement is solely for the benefit of the Parties
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hereto and their Subsidiaries and should not be deemed to confer upon Third
Parties any remedy, claim, liability, reimbursement, claim of action or other
right in excess of those existing without reference to this Agreement.
Section 7.8. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF WISCONSIN APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF WISCONSIN.
Section 7.9. API, on the one hand, and AC, on the other hand, shall
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attempt in good faith to resolve any dispute or difference between or among the
parties arising out of or relating to this Agreement promptly by negotiation
between executives of the relevant parties who have authority to settle the
controversy within fifteen (15) days after delivery of a notice by one or more
parties to the others. All negotiations pursuant to this Section 7.9 are
confidential and shall be treated as compromise and settlement negotiations for
purposes of applicable rules of evidence. Any dispute or difference between or
among the parties arising out of or relating to this Agreement, which has not
been resolved by negotiation pursuant to this Section 7.9 shall be settled by
arbitration, by a single arbitrator designated by the respective parties. If the
parties are unable to agree on an arbitrator within fifteen (15) days following
the negotiation period described in this Section 7.9, an arbitrator shall be
selected in accordance with CPR Rule 6.4.b. In order to expedite the process of
selecting an arbitrator, the parties shall use their best efforts to
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agree upon a standby arbitrator and an alternate within thirty (30) days
following the Effective Date, and within thirty (30) days following the
resignation or inability of any such standby arbitrator or alternate to serve.
The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. (S)
(S) 1-16, and judgment upon the award rendered by the arbitrator may be entered
by any court having jurisdiction thereof. The place of arbitration shall be
Appleton, Wisconsin. The language of the arbitration shall be English. The
arbitrator is not empowered to award damages in excess of compensatory damages
and each party expressly waives and foregoes any right to punitive, exemplary or
similar damages unless a statute requires that compensatory damages be increased
in a specified manner. Following the final arbitration hearings, which shall be
completed within thirty (30) days following the later of (a) the designation of
the arbitrator and (b) the expiration of the negotiation period described in
this Section 7.9 unless otherwise mutually agreed by the parties to the dispute,
the arbitrator shall promptly deliver a written decision with respect to the
dispute to each of the parties, who shall promptly act in accordance therewith.
Each party agrees that any decision of the arbitrators shall be final,
conclusive and binding and that they will not contest any action by any other
party thereto in accordance with a decision of the arbitrators. It is
specifically understood and agreed that any party may enforce any award rendered
pursuant to the arbitration provisions of this Section 7.9 by bringing suit in
any court of competent jurisdiction. All reasonable fees, costs and expenses
(including attorneys' fees and expenses) incurred by the party that prevails in
any such arbitration commenced pursuant to this Section 7.9 or any judicial
action or proceeding seeking to enforce the agreement to arbitrate disputes as
set forth in this Section 7.9 or seeking to enforce any order or award of any
arbitration commenced pursuant to this Section 7.9 may be assessed (in whole or
in part) against the party or parties that do not prevail in such arbitration in
such manner as the arbitrator or the court in such judicial action, as the case
may be, may determine to be appropriate under the circumstances. All costs and
expenses attributable to the arbitrator shall be allocated among the parties to
the arbitration in such manner as the arbitrators shall determine to be
appropriate under the circumstances.
Section 7.10. If any one or more of the provisions contained in this
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Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby. The
Parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions, the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.
Section 7.11. Titles and headings to sections herein are inserted for
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the convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement.
Section 7.12. This Agreement may be executed in one or more
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counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the Parties and delivered to the other Parties.
Section 7.13. This Agreement amends and restates in its entirety that
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certain Intellectual Property Agreement, dated August 23, 2000, by and among the
Parties, and constitutes the entire agreement between the Parties relating to
the subject matter hereof, and all prior, agreements
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correspondence, discussions and understandings of the Parties (whether verbal or
written) are merged herein and superceded hereby.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed as of the day and year first above written.
WTA, INC.
By: /s/ Dane E. Allen
Name: Dane E. Allen
Title: Secretary
APPLETON PAPERS INC.
By: /s/ Doug Buth
Name: Douglas P. Buth
Title: President
APPLETON COATED LLC
By: /s/ Edwin F. Bush, II
Name: Edwin F. Bush, II
Title: Secretary & Gen. Counsel
APPLETON COATED PAPERS HOLDINGS, INC.
By: /s/ Christopher Gower
Name: Christopher Gower
Title: Authorized Signatory
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