Exhibit 10.2 CREDIT AGREEMENTCredit Agreement • February 4th, 2002 • Appleton Papers Inc/Wi • New York
by and amongPurchase Agreement • February 4th, 2002 • Appleton Papers Inc/Wi • New York
SECURITY AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this "Agreement"), dated as of November 9, 2001, --------- made by APPLETON PAPERS INC., a Delaware corporation ("API"), PAPERWEIGHT --- DEVELOPMENT CORP....Security Agreement • April 17th, 2002 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • New York
ANDAppleton Papers Inc/Wi • February 4th, 2002 • New York
among APPLETON PAPERS INC., as Borrower, PAPERWEIGHT DEVELOPMENT CORP., as Holdings,Credit Agreement • February 12th, 2010 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • New York
FIRST AMENDMENTAppleton Papers Inc/Wi • February 4th, 2002 • New York
By and AmongSupply Agreement • April 17th, 2002 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • New York
Trust Indenture Indenture Act Section Section ------------------------ ------------------------ 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 12.03 (c) 12.03 313(a) 7.06...Appleton Papers Inc/Wi • February 12th, 2010 • Converted paper & paperboard prods (no contaners/boxes) • New York
INDENTUREIndenture • February 4th, 2002 • Appleton Papers Inc/Wi • New York
INDENTURE Dated as of November 19, 2013 Among APPVION, INC. as Issuer, THE GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent 9.000% SECOND LIEN SENIOR SECURED NOTES DUE 2020Indenture • November 22nd, 2013 • Appvion, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
INDENTURE, dated as of November 19, 2013 among Appvion, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) and as Collateral Agent (as defined herein).
Exhibit 10.21 TRADEMARK LICENSE AGREEMENT --------------------------- This Agreement, dated as of June 30, 1978, is by and between Lentheric, Inc., a Delaware corporation ("Licensee"), having its principal office at Appleton, Wisconsin, and NCR...Trademark License Agreement • February 4th, 2002 • Appleton Papers Inc/Wi • New York
Exhibit 4.1 First Supplemental Indenture dated as of January 29, 2010Supplemental Indenture • February 3rd, 2010 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • New York
RECITALS --------Intellectual Property Agreement • February 4th, 2002 • Appleton Papers Inc/Wi • Wisconsin
Exhibit 10.19 APPLETON PAPERS INC. TERMINATION PROTECTION AGREEMENT AGREEMENT dated as of the ____ day of ____________________, 20___, between Appleton Papers Inc. (the "Corporation") and _____________ (the "Executive"). Unless otherwise indicated,...Termination Protection Agreement • February 4th, 2002 • Appleton Papers Inc/Wi • Wisconsin
A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT Dated as of December 14, 2001 by and amongExchange Registration Rights Agreement • February 4th, 2002 • Appleton Papers Inc/Wi • New York
Exhibit 10.9 RELATIONSHIP AGREEMENTRelationship Agreement • April 17th, 2002 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • New York
Exhibit 10.11 COLLATERAL ASSIGNMENT This Collateral Assignment, dated as of November 9, 2001 (as amended and in effect from time to time, this "Collateral Assignment"), is entered into between ARJO WIGGINS APPLETON (BERMUDA) LIMITED, a company limited...Collateral Assignment • April 17th, 2002 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes)
RECITALSSecurity Holders Agreement • February 4th, 2002 • Appleton Papers Inc/Wi • Wisconsin
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 22nd, 2013 • Appvion, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
This INTERCREDITOR AGREEMENT, dated as of November 19, 2013 is by and among APPVION, INC., a Delaware corporation (the “Borrower”), PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation (“Holdings”), each other Grantor (as hereinafter defined) from time to time party hereto, JEFFERIES FINANCE LLC, in its capacity as collateral agent under the First-Lien Loan Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “First-Lien Collateral Agent”) and U.S. BANK NATIONAL ASSOCIATION in its capacity as trustee and collateral agent under the Second-Lien Note Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “Second-Lien Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
Exhibit 10.22 [LOGO] Note: The information designated by a bracketed asterisk [*] has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission. BASESTOCK SUPPLY AGREEMENT...Basestock Supply Agreement • April 17th, 2002 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • Wisconsin
AMENDED AND RESTATED TRUST AGREEMENT FOR THE APPLETON PAPERS INC. EMPLOYEE STOCK OWNERSHIP TRUST (Effective as of April 1, 2013)Trust Agreement • August 9th, 2013 • Appvion, Inc. • Converted paper & paperboard prods (no contaners/boxes) • Georgia
SECOND SUPPLEMENTAL INDENTURE dated as of June 13, 2006 among APPLETON PAPERS INC., Issuer, Each of the Guarantors named herein and as TrusteeSecond Supplemental Indenture • June 16th, 2006 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of June 13, 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 on Schedule A attached hereto (“Guarantors”).
EXECUTION VERSION COLLATERAL AGREEMENTCollateral Agreement • February 12th, 2010 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 12th, 2013 • Appvion, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of November 11, 2013 (this “Amendment”), among APPVION, INC., a Delaware corporation (the “Borrower”), PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation (“Holdings”), JEFFERIES FINANCE LLC, a Delaware limited liability company, as Administrative Agent (in such capacity, the “Administrative Agent”) for certain financial institutions from time to time party to the Credit Agreement referred to below (each a “Lender” and collectively the “Lenders”), and such Lenders.
EXECUTION VERSION GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • February 12th, 2010 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • Ontario
SECOND LIEN COLLATERAL AGREEMENT (CANADA) made by APPVION CANADA, LTD., in favour of as Collateral Agent Dated as of November 19, 2013Collateral Agreement • November 22nd, 2013 • Appvion, Inc. • Converted paper & paperboard prods (no contaners/boxes) • Ontario
SECOND LIEN COLLATERAL AGREEMENT (CANADA), dated as of November 19, 2013 (as the same may be amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”), made by Appvion Canada, Ltd., a corporation formed under the laws of Canada (“Appvion Canada”; together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favour of U.S. Bank National Association, as collateral agent (in such capacity and together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
EXECUTION VERSION GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • February 12th, 2010 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • New York
EXECUTION VERSION COLLATERAL AGREEMENTCollateral Agreement • February 12th, 2010 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • Ontario
FIRST AMENDMENTFirst Amendment • March 24th, 2005 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • New York
FIRST AMENDMENT, dated as of February 18, 2005 (this “Amendment”), to the Credit Agreement, dated as of June 11, 2004 (as amended from time to time, the “Credit Agreement”), among Paperweight Development Corp., a Wisconsin corporation (“Holdings”), Appleton Papers Inc., a Delaware corporation (the “Borrower”), Rose Holdings Limited, a company organized under the laws of the United Kingdom (the “UK Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), Bear, Stearns & Co. Inc., as a joint lead arranger and joint bookrunner, UBS Securities LLC, a joint lead arranger, joint bookrunner and as syndication agent, Associated Bank, National Association, LaSalle Bank National Association and US Bank, National Association, each as documentation agent, and Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”).
Paragraph Page ---------------- ------------ API Introduction 1 API Excess Costs 1.3 3 API Purchase Introduction 1 AWA Indemnity Agreement Introduction 1 AWA Security Agreement 2.3 4 BAT 1.1 1 Buyers Introduction 1 Damages 1.1 1 Excess Costs 1.1 1...Appleton Papers Inc/Wi • April 17th, 2002 • Converted paper & paperboard prods (no contaners/boxes)
CREDIT AGREEMENT Dated as of June 5, 2007 among APPLETON PAPERS INC., as the U.S. Borrower, BEMROSEBOOTH LIMITED, as the UK Borrower, The Other Designated Foreign Subsidiary Borrowers Party Hereto, PAPERWEIGHT DEVELOPMENT CORP., as Holdings, BANK OF...Credit Agreement • August 15th, 2007 • Appleton Papers Inc/Wi • Converted paper & paperboard prods (no contaners/boxes) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 5, 2007 among APPLETON PAPERS INC., a Delaware corporation (the “U.S. Borrower”), BEMROSEBOOTH LIMITED, a company organized under the laws of the United Kingdom (the “UK Borrower”), certain Subsidiaries of the U.S. Borrower party hereto pursuant to Section 2.15 (each such Subsidiary, as well as the UK Borrower, a “Designated Foreign Subsidiary Borrower” and, together with the UK Borrower, collectively, the “Designated Foreign Subsidiary Borrowers” and, together with the U.S. Borrower, collectively, the “Borrowers”), PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
SALES AGREEMENTAppleton Papers Inc/Wi • April 17th, 2002 • Converted paper & paperboard prods (no contaners/boxes) • Wisconsin
