UNITED STATES SECURITIES AND EXCHANGE COMMISSION. Washington, D.C FORM 8-K

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2013 Appvion, Inc. (Exact name of registrant as specified in its charter) Commission File Number: PAPERWEIGHT DEVELOPMENT CORP. APPVION, INC. (Exact Name of Registrant as Specified in Its Charter) (Exact Name of Registrant as Specified in Its Charter) Wisconsin Delaware (State or other jurisdiction of incorporation or Organization) (State or other jurisdiction of incorporation of Organization) (I.R.S. Employer Identification No.) Registrant s telephone number, including area code (I.R.S. Employer Identification No.) 825 East Wisconsin Avenue, P.O. Box 359, Appleton, Wisconsin (Address of Principal Executive Offices) (Zip Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On June 28, 2013, Appvion, Inc. ( Appvion or the Company ), in connection with the settlement of its (i) cash tender offer (the Tender Offer ) for any and all of its outstanding 10.50% Senior Secured Notes due 2015 (the First Lien Notes ) and (ii) consent solicitation (the Consent Solicitation ) for effecting certain amendments to the indenture governing the First Lien Notes, dated as of February 8, 2010, by and among the Company, the guarantor parties thereto and U.S. Bank National Association, as trustee and collateral agent (the First Lien Notes Indenture ), entered into a First Supplemental Indenture (the First Lien Supplemental Indenture ) to the First Lien Notes Indenture. The First Lien Supplemental Indenture amended the First Lien Notes Indenture by, among other things, eliminating substantially all of the restrictive covenants and certain events of default contained therein, relieving Appvion of certain of its obligations relating to merger, consolidation, or sale of assets, releasing all of the collateral securing the First Lien Notes and modifying certain other related provisions contained in the First Lien Notes Indenture. The foregoing description of the First Lien Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Lien Supplemental Indenture, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference herein. ITEM 8.01 OTHER EVENTS On June 28, 2013, the Company entered into a Fourth Supplemental Indenture (the Senior Subordinated Supplemental Indenture ) to the indenture governing the Company s 9.75% Senior Subordinated Notes due 2014, dated as of June 11, 2004, by and among the Company, and each of the guarantors named therein and U.S. Bank National Association, as trustee (as amended, the Senior Subordinated Notes Indenture ). The amendment allows the Company to designate a Restricted Subsidiary (as defined in the Senior Subordinated Indenture) having no material assets that is a guarantor party to the Senior Subordinated Indenture to be an Unrestricted Subsidiary (as defined in the Senior Subordinated Indenture), and to dissolve such subsidiary without violating the terms of the Senior Subordinated Indenture. Pursuant to Section 9.01 of the Senior Subordinated Indenture, the Company is not required to seek consent of the holders of the Senior Subordinated Notes before entering into the Senior Subordinated Supplemental Indenture. The foregoing description of the Senior Subordinated Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete text of the Senior Subordinated Supplemental Indenture, which is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference herein. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. Exhibit 4.1 Exhibit 4.2 First Supplemental Indenture, dated as of June 28, 2013, among the Company, the guarantors thereto and U.S. Bank National Association, as trustee and collateral Agent. Fourth Supplemental Indenture, dated as of June 28, 2013, among the Company, the guarantors thereto and U.S. Bank National Association, as trustee.

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 2, 2013 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 2, 2013 Appvion, Inc. By: /s/ Jeffrey J. Fletcher Name: Jeffrey J. Fletcher Title: Vice President/ Controller Paperweight Development Corp. By: /s/ Jeffrey J. Fletcher Name: Jeffrey J. Fletcher Title: Vice President/ Controller

4 Exhibit Index Exhibit No. Description Exhibit 4.1 Exhibit 4.2 First Supplemental Indenture, dated as of June 28, 2013, among the Company, the guarantors thereto and U.S. Bank National Association, as trustee and collateral Agent. Fourth Supplemental Indenture, dated as of June 28, 2013, among the Company, the guarantors thereto and U.S. Bank National Association, as trustee.

5 Exhibit 4.1 First Supplemental Indenture dated as of June 28, 2013 among APPVION, INC. as Issuer, the parties named as guarantors herein, as Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent, to the INDENTURE dated as of February 8, 2010, governing 10.50% Senior Secured Notes due 2015

6 This FIRST SUPPLEMENTAL INDENTURE, dated as of June 28, 2013 (this First Supplemental Indenture ), is among Appvion, 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 and collateral agent (the Trustee ). RECITALS WHEREAS, the Company, the Guarantors and the Trustee have entered into the Indenture, dated as of February 8, 2010 (as amended, supplemented or otherwise modified from time to time, the Indenture ), providing for the issuance of the Company s 10.50% Senior Secured Notes due 2015 (the Notes ); WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture as set forth in Article I of this First Supplemental Indenture with the consent of the Holders of a majority or at least 66 2/3% in aggregate principal amount of the outstanding Notes, as applicable; WHEREAS, the Company has offered to purchase (the Purchase Offer ) for cash any and all of the outstanding Notes upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated as of May 31, 2013 (the Offering Circular ) and the accompanying Letter of Transmittal and Consent, as each may be amended, supplemented or modified from time to time attached hereto; WHEREAS, in connection with the Purchase 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 First Supplemental Indenture, with the operation of such Proposed Amendments being subject to the satisfaction or waiver by the Company of the conditions to the Offer to Purchase and the acceptance by the Company for purchase of the Notes validly tendered and not validly withdrawn pursuant to the Purchase Offer; WHEREAS, pursuant to Section 9.02 of the Indenture, the Company and the Trustee may amend or supplement the Indenture to effect the Proposed Amendment with the consent of the Holders of a majority or at least 66 2/3% in aggregate principal amount of the outstanding Notes, as applicable; WHEREAS, the Company has received and caused to be delivered to the Trustee the consents from at least 66 2/3% in aggregate principal amount of Notes outstanding to effect the Proposed Amendments under the Indenture; WHEREAS, the Company and the Guarantors have duly authorized the execution and delivery of this First Supplemental Indenture; WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized and required to execute and deliver this First Supplemental Indenture; and WHEREAS, all other acts and proceedings required by law, by the Indenture and by the amended and restated certificate of formation and the operating agreement of the Company and by the applicable governing documents of each Guarantor to execute and deliver this First Supplemental Indenture, in accordance with its terms, have been duly done and performed.

7 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: ARTICLE I AMENDMENTS TO THE INDENTURE AND THE NOTES; RELEASE OF SECURITY INTERESTS Section Amendments to the Indenture. (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 Offer to Purchase by Application of Excess Proceeds; (2) Section Maintenance of Office or Agency; (3) Section Reports; (4) Section Compliance Certificate; (5) Section Taxes; (6) Section Stay, Extension and Usury Laws; (7) Section Restricted Payments; (8) Section Dividend and Other Payment Restrictions Affecting Subsidiaries; (9) Section Incurrence of Indebtedness and Issuance of Preferred Stock; (10) Section Asset Sales; (11) Section Transactions with Affiliates; (12) Section Liens; (13) Section Business Activities; (14) Section Corporate Existence; 2

8 (15) Section Offer to Repurchase upon Change of Control; (16) Section Amendment of Fox River Indemnity Arrangements, Security Holders Agreements or ESOP Documentation; (17) Section Limitation on Sale and Leaseback Transactions; (18) Section Payments for Consent; (19) Section Additional Note Guarantees; (20) Section Designation of Restricted and Unrestricted Subsidiaries; (21) Section Amendment of Security Documents, Intercreditor Agreements; (22) Section Impairment of Security Interest; (23) Section After-Acquired Property; (24) Section Security Interest; (25) Section Intercreditor Agreements; (26) Section Recording and Opinions; (27) Section Specified Releases of Collateral; (28) Section Release of Collateral upon Satisfaction or Defeasance of all Outstanding Obligations; (29) Section Post-Closing Collateral Requirement; (30) Section Purchaser Protected; (31) Section Insurance; (32) Clauses (3), (4) and (5) and the second to last paragraph of Section 5.01 (Merger, Consolidation, or Sale of Assets); and (33) Clauses (3), (4), (5), (6), (7), (8), (9), (10), (11), (12) and (13) of Section 6.01 (Events of Default). (b) The second sentence of the first paragraph of Section 6.02 (Acceleration) of the Indenture is hereby replaced with the following sentence: If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 90% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. 3

9 (c) Any definition used exclusively in the provisions of the Indenture that are deleted pursuant to this Article I, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture, and all references in the Indenture to any sections or clauses set forth above in this Section 1.01, any and all obligations thereunder and any event of default related solely to such sections and clauses, are hereby deleted throughout the Indenture. Section Amendments to Notes. Any provision contained in the Notes that relates to any provision of the Indenture as amended by this Article I shall likewise be amended so that any such provision contained in the Notes will conform to and be consistent with any provision of the Indenture as amended hereby. Section Release of Security Interests. Subject to this First Supplemental Indenture becoming operative pursuant to Section 3.1, upon delivery by the Company to the Trustee and to the Collateral Agent of an Officers Certificate and an Opinion of Counsel stating that all conditions precedent under the Indenture and the Security Documents regarding the release of Collateral have been complied with and the execution of this First Supplemental Indenture is authorized and permitted by the Indenture, the Trustee and the Collateral Agent shall execute a certificate certifying that, without recourse, representation or warranty, (a) all Liens and security interests in the Collateral arising under the Security Documents are hereby automatically released and terminated, absolutely and irrevocably, (b) the Security Documents are hereby terminated and of no further force and effect without any further action by any Person, and the Collateral Agent hereby expressly relinquishes, releases and renders ineffective all of its right, power and interest derived from or under the Security Documents (except for the rights, privileges and immunities of the Trustee and the Collateral Agent and those provisions that are expressly stated to survive the termination of the Indenture and the Security Documents) and (c) all obligations and liabilities under the Security Documents of the parties thereto are hereby deemed to be satisfied in full (except for the rights, privileges and immunities of the Trustee and the Collateral Agent and those obligations and liabilities that are expressly stated to survive the termination of the Indenture and the Security Documents). Without limiting the foregoing, pursuant to such certificate, the Collateral Agent shall authorize the Company to file of record UCC-3 termination statements with respect to financing statements which name the Company or a Guarantor as debtor and Collateral Agent as secured party in connection with the Indenture and the Security Documents and agrees to execute and deliver such instruments and take such other actions as the Company or the Guarantors shall deem necessary or advisable to evidence the release and termination of the Liens and security interests in the Collateral. ARTICLE II MISCELLANEOUS Section Effect of Supplemental Indenture. The provisions of this First Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this First Supplemental Indenture shall become operative only upon the purchase by the Company, pursuant to the Tender Offer, of at least two-thirds in aggregate principal amount of the outstanding Notes (excluding any Notes owned by the Company or any of its Affiliates), with the result that the amendments to the Indenture effected by this First Supplemental Indenture shall be 4

10 deemed to be revoked retroactive to the date hereof if such purchase shall not occur. The Company shall notify the Trustee in writing promptly after the occurrence of such purchase or promptly after the Company shall determine that such purchase will not occur and such notice shall state the date that this First Supplemental Indenture becomes operative (if applicable), and the Trustee shall cause a copy of such notice to be sent to the Holders of the Notes. The Company shall cause Notes that have been purchased to be promptly delivered to the Trustee (unless such Notes are already held by the Trustee) for cancellation pursuant to Section 2.11 of the Indenture. Section Reference to and Effect on the Indenture. On and after the effective date of this First Supplemental Indenture, each reference in the Indenture to this Indenture, hereunder, hereof, or herein shall mean and be a reference to the Indenture as supplemented and amended by this First Supplemental Indenture, unless the context otherwise requires. Section Integral Part. This First Supplemental Indenture constitutes an integral part of the Indenture. Section General Definitions. Capitalized terms used but not defined herein shall have the meanings specified in the Indenture. Section Counterparts. This First Supplemental Indenture may be executed in any number of copies or counterparts, each of which will be an original; and all such counterparts together represent the same agreement. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. Section Headings. Titles of sections of this First Supplemental Indenture are for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof. Section Severability. In case any provision of this First Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Section Benefits of Supplemental Indenture. Nothing in this First Supplemental Indenture, the Indenture or the Notes, express or implied, shall give to any Person (other than the parties hereto, any Paying Agent, any Registrar and their successors hereunder and the Holders) any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture, the Indenture or the Notes. Section Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5

11 Section Notices. Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others address: if to the Company and/or any Guarantor: Appvion, Inc. 825 East Wisconsin Avenue P.O. Box 359 Appleton, WI Facsimile No.: (920) Attention: Chief Financial Officer if to the Trustee: U.S. Bank Global Corporate Trust Services 1555 North RiverCenter Drive Suite 203 Milwaukee, WI Facsimile No.: (414) Attention: Steven F. Posto The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time. 6

12 Section No Recourse Against Others. No director, officer, employee, shareholder or member as such, of the Company or any of the Guarantors shall have any liability for any obligations of the Company and the Guarantors under this First Supplemental Indenture, the Indenture or the Notes or for any claim based on, in respect of or by reason of such obligations or their creation. (Signature pages follow) 7

13 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written. APPVION, INC. [Signature Page to First Supplemental Indenture] By: /s/ Jeffrey J. Fletcher Name: Jeffrey J. Fletcher Title: Controller PAPERWEIGHT DEVELOPMENT CORP., as a Guarantor By: /s/ Jeffrey J. Fletcher Name: Jeffrey J. Fletcher Title: Controller APPVION CANADA, LTD., as a Guarantor By: /s/ Jeffrey J. Fletcher Name: Jeffrey J. Fletcher Title: Treasurer

14 [Signature Page to First Supplemental Indenture] U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent By: /s/ Steven F. Posto Name: Steven F. Posto Title: Vice President

15 Exhibit 4.02 Fourth Supplemental Indenture dated as of June 28, 2013 among APPVION, 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 9 3/4% Senior Subordinated Notes due 2014

16 This FOURTH SUPPLEMENTAL INDENTURE, dated as of June 28, 2013 (the Fourth Supplemental Indenture ), is among Appvion, 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 the 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 9 3/4% Senior Subordinated Notes due 2014 (the Notes ); WHEREAS, the Company and the Guarantors have duly authorized the execution and delivery of this Fourth Supplemental Indenture; WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the other Guarantors party hereto and the Trustee are authorized to execute and deliver this Fourth Supplemental Indenture; WHEREAS, all other acts and proceedings required by law, by the Indenture and by the amended and restated certificate of incorporation and the by-laws of the Company and by the applicable governing documents of each Guarantor to execute and deliver this Fourth Supplemental Indenture, in accordance with its terms, have been duly done and performed; and WHEREAS, in order to permit the Company to designate a Restricted Subsidiary having no material assets that is a Guarantor to be an Unrestricted Subsidiary and to dissolve such subsidiary without violating the terms of the Indenture, the Company wishes to amend the Indenture to achieve such purpose; 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, the Company, the Guarantors and the Trustee hereby agree as follows: ARTICLE I AMENDMENTS TO THE INDENTURE 1. Amendments to the Indenture. The following sections of the Indenture are hereby amended and/or restated as set forth below: 1.1 Section 4.21 Designation of Restricted and Unrestricted Subsidiaries. Section 4.21 of the Indenture is hereby amended by amending and restating Section 4.21 thereof to read in its entirety as follows: Section 4.21 Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary, including any Guarantors, to be an Unrestricted Subsidiary if that designation would not otherwise cause a Default and if the aggregate Fair Market Value of the property and assets of such 2

17 Restricted Subsidiary is less than $10,000. Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers Certificate certifying that such designation complied with the preceding conditions. ARTICLE II MISCELLANEOUS 2. Reference to and Effect on the Indenture. On and after the effective date of this Fourth Supplemental Indenture, each reference in the Indenture to this Indenture, hereunder, hereof, or herein shall mean and be a reference to the Indenture as supplemented and amended by this Fourth Supplemental Indenture, unless the context otherwise requires. 2.1 Integral Part. This Fourth Supplemental Indenture constitutes an integral part of the Indenture. 2.2 Adoption, Ratification and Confirmation. The Indenture, as supplemented and amended by this Fourth Supplemental Indenture, is in full force and effect and is in all respects hereby adopted, ratified and confirmed. 2.3 General Definitions. Capitalized terms used but not defined herein shall have the meanings specified in the Indenture. 2.4 Counterparts. This Fourth Supplemental Indenture may be executed in any number of copies or counterparts, each of which will be an original; and all such counterparts together represent the same agreement. The exchange of copies of this Fourth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Fourth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 2.5 Headings. Titles of sections of this Fourth Supplemental Indenture are for convenience of reference only, are not to be considered a part of this Fourth Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof. 2.6 Severability. In case any provision of this Fourth Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 2.7 Benefits of Supplemental Indenture. Nothing in this Fourth Supplemental Indenture, the Indenture or the Notes, express or implied, shall give to any Person (other than the parties hereto, any Paying Agent, any Registrar and their successors hereunder and the Holders) any benefit or any legal or equitable right, remedy or claim under this Fourth Supplemental Indenture, the Indenture or the Notes. 3

18 2.8 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FOURTH 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. 2.9 Notices. Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others address: if to the Company and/or any Guarantor: Appvion, Inc. 825 East Wisconsin Avenue P.O. Box 359 Appleton, WI Facsimile No.: (920) Attention: Chief Financial Officer if to the Trustee: U.S. Bank Global Corporate Trust Services 1555 North RiverCenter Drive Suite 203 Milwaukee, WI Facsimile No.: (414) Attention: Steven F. Posto The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. All notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Issuer No Recourse Against Others. No director, officer, employee, shareholder or member as such, of the Company or any of the Guarantors shall have any liability for any obligations of the Company and the Guarantors under this Fourth Supplemental Indenture, the Indenture or the Notes or for any claim based on, in respect of or by reason of such obligations or their creation. [Signature pages follow] 4

19 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year first above written. APPVION, INC. [Signature Page to Fourth Supplemental Indenture] By: /s/ Jeffrey J. Fletcher Name: Jeffrey J. Fletcher Title: Controller PAPERWEIGHT DEVELOPMENT CORP., as a Guarantor By: /s/ Jeffrey J. Fletcher Name: Jeffrey J. Fletcher Title: Controller ROSE HOLDINGS LIMITED, as a Guarantor By: /s/ Thomas J. Ferree Name: Thomas J. Ferree Title: Director

20 [Signature Page to Fourth Supplemental Indenture] U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Steven F. Posto Name: Steven F. Posto Title: Vice President