EXECUTION COPY
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THIRD SUPPLEMENTAL INDENTURE
dated as of September 9, 2009
among
APPLETON PAPERS INC.,
as Issuer,
the parties named as guarantors herein,
as Guarantors,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee,
to the
INDENTURE
dated as of June 11, 2004,
governing
8 1/8% Senior Notes due 2011
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<PAGE>
TABLE
OF CONTENTS
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ARTICLE I. AMENDMENTS TO THE
INDENTURE...................................2
Section 1.01 Amendment of Certain
Provisions...............................2
ARTICLE II. EFFECTIVENESS;
OPERATIVENESS..................................3
Section 2.01
Effectiveness.................................................3
Section 2.02
Operativeness.................................................3
ARTICLE III.
MISCELLANEOUS.................................................4
Section 3.01 Reference to and Effect on the
Indenture......................4
Section 3.02 Integral
Part.................................................4
Section 3.03 Adoption, Ratification and
Confirmation.......................4
Section 3.04 General
Definitions...........................................4
Section 3.05
Counterparts..................................................4
Section 3.06
Headings......................................................4
Section 3.07
Severability..................................................4
Section 3.08 Benefits of Supplemental
Indenture............................4
Section 3.09 Governing
Law.................................................5
Section 3.10
Notices.......................................................5
Section 3.11 No Recourse Against
Others....................................6
<PAGE>
THIRD
SUPPLEMENTAL INDENTURE, dated as of September 9, 2009 (the
"Third Supplemental Indenture"), among Appleton Papers Inc., a
Delaware
corporation (the "Company"), the parties named on the signature
pages hereto as
guarantors (the "Guarantors") and U.S. Bank National Association,
as trustee
(the "Trustee").
RECITALS
WHEREAS, the
Company, the Guarantors and the Trustee have entered into
an Indenture, dated as of June 11, 2004 (as amended, supplemented
or otherwise
modified from time to time, the "Indenture"), providing for the
issuance of the
Company's 8 1/8% Senior Notes due 2011 (the "Notes");
WHEREAS,
Section 9.02 of the Indenture provides that the Company and
the Trustee may amend or supplement the Indenture, the Notes and
the Note
Guarantees with the consent of the Holders of at least a majority
in aggregate
principal amount of the Notes then outstanding (determined in
accordance with
Section 2.08 of the Indenture), other than with respect to certain
enumerated
items that are not included in the Proposed Amendments (as defined
below);
WHEREAS, the
Company and the Guarantors have duly authorized the
execution and delivery of this Third Supplemental Indenture;
WHEREAS, the
Company has offered to exchange (the "Exchange Offer")
any and all of the outstanding Notes for new 11 1/4% second lien
notes due 2015
(the "New Notes") upon the terms and subject to the conditions set
forth in the
Company's offering circular, dated as of August 18, 2009 (the
"Offering
Circular"), and the accompanying letter of transmittal and consent
(the "Letter
of Transmittal and Consent"), as each may be amended, supplemented
or modified
from time to time;
WHEREAS, in
connection with the Exchange Offer, the Company has also
solicited consents from the Holders of the Notes to certain
proposed amendments
(the "Proposed Amendments") to the Indenture as described in the
Offering
Circular and set forth in Section 1.01 of this Third Supplemental
Indenture,
with the operation of such Proposed Amendments being subject to the
satisfaction
or waiver by the Company of the conditions to the Exchange Offer
and the
acceptance by the Company for exchange of the Notes validly
tendered and not
validly withdrawn pursuant to the Exchange Offer;
WHEREAS, the
Company has received and caused to be delivered to the
Trustee the consents from at least a majority in aggregate
principal amount of
Notes outstanding to effect the Proposed Amendments under the
Indenture;
WHEREAS, all
other acts and proceedings required by law, by the
Indenture and by the amended and restated certificate of
incorporation and
by-laws of the Company and by the applicable governing documents of
each
Guarantor to execute and deliver this Third Supplemental Indenture,
in
accordance with its terms, have been duly done and performed;
NOW,
THEREFORE, in consideration of the premises and the covenants
and
agreements contained herein, and for other good and valuable
consideration, the
receipt and sufficiency of which is hereby acknowledged, and for
the equal and
proportionate benefit of the Holders of the Notes, the Company, the
Guarantors
and the Trustee hereby agree as follows:
<PAGE>
ARTICLE I.
AMENDMENTS TO THE INDENTURE
Section 1.01 Amendment of Certain Provisions
(a)
The Indenture is hereby amended to delete each of the following
sections, or clauses of sections, in its entirety and, in the case
of each such
section or clause, insert in lieu thereof the phrase
"[Intentionally Omitted]":
(1) Section 3.09. Offer to Purchase by Application of
Excess
Proceeds;
(2) Section 4.02. Maintenance of Office or Agency;
(3) Section 4.03. Reports;
(4) Section 4.04. Compliance Certificate;
(5) Section 4.05. Taxes;
(6) Section 4.06. Stay, Extension and Usury Laws;
(7) Section 4.07. Restricted Payments;
(8)
Section 4.08. Dividend and Other Payment Restrictions
Affecting Subsidiaries;
(9) Section 4.09. Incurrence of Indebtedness and Issuance
of
Preferred Stock;
(10) Section 4.10. Asset Sales;
(11) Section 4.11. Transactions with Affiliates;
(12) Section 4.12. Liens;
(13) Section 4.13. Business Activities;
(14) Section 4.14. Corporate Existence;
(15) Section 4.15. Offer to Repurchase upon Change of Control;
(16) Section 4.16. No Amendment to Fox River Indemnity
