APPLETON PAPERS LOGO] [APPLETON COATED LOGO]

Exhibit 10.22.2

[APPLETON PAPERS LOGO] [APPLETON COATED 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.

AMENDMENT OF

MEMORANDUM OF AGREEMENT

YEARS 2004-2005

BASESTOCK SUPPLY AGREEMENT (effective as of June 27, 2001)

For valuable consideration, the above-referenced agreement (herein “Agreement”) shall be and it is hereby amended as follows:

1. Section 1., VOLUME/MIX, is amended so as to provide, in its entirety, as follows:

“Except as hereinafter provided, Buyer shall be obligated to purchase from Seller, and Seller shall be obligated to sell to Buyer, (i) 75,000 tons (2,000 lbs/ton), total, of the grades listed in Schedule 1 of this Amendment, in Agreement Year 2004 and (ii) 40,000 tons, total, of the grades listed in Schedule 1 of this amendment, in Agreement Year 2005. The volumes set forth above are hereinafter referred to as the “Annual Volume(s).”

“Buyer’s purchases of the Opaque Grades listed in Schedule 1, shall be limited to not more than 25% of the Annual Volume in Agreement Year 2004 and 2005.

“Except as hereinafter provided or from time-to-time agreed by the parties, Buyer will purchase and Seller will make available the Annual Volume utilizing a level load pattern of equal monthly volumes. Adjustments for scheduled “Holiday Downs” will be planned and agreed to in advance. Buyer shall have the ability to alter volumes by plus or minus ten percent (10%) per calendar quarter provided that Buyer shall have given Seller notice, of its intention to alter said volumes, at least 90 days prior to the beginning of the calendar quarter in question. Seller will provide any additional tonnage at the same terms as stated in this Agreement. Each quarterly option of Buyer to alter volumes shall be limited to plus or minus ten percent (10%). If Buyer does not elect to alter volumes by plus or minus ten percent (10%) in any given quarter, such option to elect shall not carry over and/or be available in addition to the 10% volume alteration option available in the following quarter. If Buyer does elect to alter volumes by plus or minus ten percent (10%) in any given quarter, Annual Volume requirements under this Agreement shall be adjusted accordingly.

“Additionally, Xxxxx agrees to purchase product (on or before January 1, 2005), per section 7 below, required to bring the consignment inventory to 10% of the

Annual Volume agreed to for the 2005 Agreement Year. Any year-end purchases made by Buyer to adjust the consignment inventory shall be in addition to the Buyer’s Annual Volume commitment.

2. Section 3., Grade Mix, is amended by deleting the last sentence and substituting the following sentence:

“All grades represented in Schedule 1 of this Amendment are considered qualified grades for purposes of meeting the Annual Volume requirements under this Agreement.”

3. Section 4., Payment Terms, is amended so as to read, in its entirety, as follows:

Terms are two percent (2%) discount if paid via electronic fund transfer to Seller’s financial institution (if capable), within the time periods specified in Schedule 3 to this Agreement; otherwise, the discount shall be one percent (1%) if paid within 20 days from date of invoice, net 30 days. Except as provided in Section 7 hereof, title shall be deemed transferred at time of shipment or, as the case may be, release from the “consignment” inventory.

4. Section 6., TERM, is amended by deleting the first sentence and substituting the following two sentences therefor:

“This Agreement is effective as of December 28, 2003 and extends for one fiscal year beyond the current Amendment, thereby ending on January 2, 2006. As utilized herein, the term “Agreement Year” refers to a fiscal year ending on the Saturday that is closest to December 31 in the year in question.”

5. Section 7., SERVICE, is amended so as to provide in its entirety as follows:

“Seller agrees to maintain a consignment inventory of product. Seller will maintain as Seller’s inventory, a maximum of 7,000 tons in Agreement Year 2004 and 3,500 tons in Agreement Year 2005. Seller will maintain an additional 500 tons of in-transit inventory if required to support Buyers’ Purchase Order due dates. For the Agreement year 2004, Buyer and Seller will review, on June 1, 2004, the anticipated Annual Volume and reset the consignment inventory maximum (including “tons in transit”) to be 10% of such anticipated Annual Volume. On October 1, 2004, Xxxxx and Seller will review the anticipated Annual Volume for the 2005 Agreement Year (currently 40,000 tons) and set the 2004 Year end consignment target to be 10% of the 2005 anticipated Annual Volume. Xxxxxx agrees to utilize Xxxxx’s leased warehouse space on Radio Road or other mutually agreed upon site for storage of the consignment inventory. Xxxxxx also agrees to be responsible for the monthly warehouse rental charges for the space utilized to manage this consignment inventory at a cost not to exceed Xxxxx’s leased space rate. Notwithstanding any other provision herein, Product

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within this inventory will be purchased by and title transferred to Buyer, either when withdrawn from said inventory, or, if not withdrawn, upon reaching 90 days in the consignment inventory.”

6. Section 8., ORDER MINIMUMS, is amended so as to provide, in its entirety, as follows:

“Order minimums and run frequencies shall be as specified in Schedule 1 to this Agreement.”

7. Section 9., TRIM, is amended so as to provide, in its entirety, as follows:

“All trim charges are established by grade for all grades listed on Schedule 2 of this agreement. Buyer, at time of order, will calculate all applicable trim charges and will adjust its Purchase Order for said adjustment per the charges in Schedule 2 of this Agreement.

8. Section 10., PRICING, is amended so as to provide, in its entirety, as follows:

“Pricing is per Schedule 1, for Agreement Years 2004 and 2005.

9. Section 11., CONTINUOUS COST REDUCTION, is deleted in its entirety; however, deletion of said section shall not result in or require the renumbering of the remaining sections of the Agreement .

10. Section 12., QUALITY, is amended by changing the first sentence thereof so as to provide as follows:

“All products shall meet or exceed the quality specifications as described in Buyer’s basestock specification (including basestock finishing specifications) in effect on January 24, 2003 or thereafter adopted by mutual agreement of the parties.”

11. Section 13., INTERFACES, is changed so as to provide, in its entirety, as follows:

“Issues related to pricing, terms, service issues and other matters arising hereunder shall be coordinated by Xxxxx’s—HQ Procurement Specialist (currently Xx Xxxxxxx) and Seller’s Vice President of Logistics and Information Technology (currently Xxx Xxxxx) or his or her designee.”

12. Section 17, EXECUTION, is deleted in its entirety; however, deletion of said section shall not result in or require the renumbering of the remaining sections of the Agreement.

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13. A new Section, identified as “Section 31, Business Review,” is added, said new Section, to provide, in its entirety, as follows:

“Buyer and Seller agree to conduct a Strategic Business Review annually during the first calendar quarter of each year of this Agreement

14. Schedules, Prior Amendments, and Implied Terms. Schedules 1 through 4 and 7 to the Agreement shall be and they are hereby cancelled and annulled for all purposes. The Schedules annexed to this Addendum, and identified as “Schedule 1,” “Schedule 2,” and “Schedule 3,” shall be and they are hereby incorporated herein by reference. Schedules 5 and 6 to the Agreement remain in full force and effect. References, in the Agreement, to Schedule 2 are hereby deemed amended so as to refer instead to annexed Schedule 1. All prior amendments to the Agreement, including that certain “Amendment of Basestock Supply Agreement Dated June 27, 2001,” shall be and they are hereby cancelled and annulled for all purposes. Sections of the Agreement that are not referenced in this Amendment shall be deemed amended, by implication, in order to give effect to the intention of the parties as set forth in this Amendment.

Except as otherwise provided herein, all terms and conditions of the Agreement shall be and remain in full force and effect.

		APPLETON PAPERS INC.		APPLETON COATED LLC
SIGNATURE:		/s/ Xxxx Xxxxxxx		/s/ Dan Regal
TITLE:		Vice President		VP Logistics & I.T.
DATE:		2/25/04		1-27-04

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2004 Pricing / Making Master Breakout

SCHEDULE 1

ALL PRICES LISTED ARE PER HUNDRED WEIGHT PRICING

ALL GRADES REQUIRE 24 HOUR MINIMUM RUN LENGTH UNLESS MUTUALLY AGREED TO BETWEEN AC AND API

FOR 61.1, 43.3, AND 50.8 DULL GRADES WE WILL RUN A MINIMUM 12 HOUR RUN PER GRADE IN A 24 HOUR RUN SCHEDULE

ALL PRICES INCLUDE FREIGHT TO DESTINATION IN THE FOX VALLEY

Grade Description:		#6 PM MM#		#7 PM MM#		2004 /2005 Pricing:
Group #1 Grades Mfg’ed in 2003
26.2# White NSST		3132		9430		[ * ]
46.5# Xx XXX Ctg Base		—		8018
28.0# Wh Hi-Strength Base		—		8020
61.1# White OBA Base		—		8089
37.8# Wh Integra Ctg Base		8119		8395
30.2# CN PRCT		8386		8248
26.25# WH Hi-Strength		—		8452
26.2# CN ST Base		8025		8075
43.3# Dull Label Base		—		8457
31.1# WH THRML Fax		—		8081
34# WH OPAQUE Base		8467		8466
30.5# WH OPAQUE Base		9238		9643
34# XX XXX Base #7		—		8321
43.3# WH LBL Base		—		8907
61.1# WH NO OBA (DULL)		—		9774
50.8# WH NO OBA (DULL)		9980		9115
31.1# WH THRML FAX (CFS Back)		—		9750					Eff. 3/1/04
Grade Description:		#6 PM MM#		#7 PM MM#		2004 Pricing:
Group #2 Grades Mfg’ed Prior to 2003
00# XX XX XXX Xxxx		0000		—		[ * ]
30.20 PK PRCT		8390		8264
26.8# Pink Superior		8296		—
26.8# Green Superior		8318		—
26.8# Gold Superior		8328		—
26.8# Blue Superior		8370		—
26.25# WH Histrgth HBNT NO OBA		—		8452
26.2# WH RST30 CTG Base		8065		—
30.9# WH RST30 Ctg Base		8066		—
27.1# PJK Premium Base		8103		—
26.8# Canary Superior Base		8276		—
26.8# WH Superior Base		—		—
26.8# WH For Sprint CFB Base		—		—
30.2# White For PRCT		8392		8245
38# WH OPAQUE Base		—		9268

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Grade Description:		#6 PM MM#		#7 PM MM#		2004     Pricing:
Group 3 Grades Eliminated
26.25# WH CTG BS NO OBA		8031
29.9# WHT PRCT		8041
28.3# WH Ultimark		8077
27.1# CN PREM		8113
30.1# WH HI-BLK		8140
30.9# WH ST		8216
29.9# CAN PRECT		8387
30.2# WH PRECT		8392
29.9# OK PRECT		8394
39.5# WH ST		8420
29.9# CAN PRECT		8423
29.9# PK PRECT		8424
27.8# WH SCCB HI-STRGTH		9041
27.1# PK PRM HI-STRNGTH		9077
28.3# ULTMK HI-STRNGTH		9229
30.1# WH OPAQUE		9323
40# WH OPAQUE		9639
30.9# WH ST		9429
26.2# WH ST		9430
38.1# PREM PRECT WH		9455

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Appleton Ideas Basestock Trim Upcharge Guidelines

SCHEDULE 2

		Red denotes grades not on API’s list.								2002				2003				2004		2004		2004		2004 Trim Adjusted Pricing (Inches of Variance from 2002/2003 Weighted Average)
Product Family		XX		Xxxx		BW		Description		2002 Actual Trim		2002 Actual Tons		Actual Trim (thru SEP)		Actual Tons (thru SEP)		Average Trim Standard		$/Ton/ Inch Trim Penalty		Base Price		0”-1”		1”-2”		2”-3”		3”-4”		4”-5”		5”-6”		6”-7”		7”-8”		8”-9”		9”-10”
C		9572/8075		7		26.2		CAN ST Base		209.11		1,607		198.10		365		198.10		[    *    ]		[    *    ]		[    *    ]		[    *    ]		[    *    ]		[    *    ]		[    *    ]		[    *    ]		[    *    ]		[    *    ]		[    *    ]		[    *    ]
C		9563/8025		6		26.2		CAN ST Base		214.70		1,015		207.60		374		198.10
C		3132		6		26.2		WH ST BS-CM		211.24		797		216.43		340		216.43
C		9153/8452		7		26.25		WH Hbt Nonoba Histgth		214.59		4,412		217.91		4,005		217.91
C		8020		7		28		WH SCCB Base		201.77		2,408		199.15		1,848		199.15
C		8248		7		30.2		CAN Precoat Premium		213.00		1,765		0		0		213.00
C		8386		6		30.2		CAN Precoat Premium		217.20		588		213.76		2,680		213.76
C		8321		7		34		WH Base		212.04		189		213.11		192		213.11
C		8395		7		37.8		WH Integra Base		207.25		14		0		0		207.25
C		8119		6		37.8		WH Integra Base		217.73		538		219.31		792		219.31
C		8264		7		30.2		PK Precoat Premium		223.50		345		—		0		223.50
C		8390		6		30.2		PK Precoat Premium		213.00		732		—		0		213.00
C		8296		6		26.8		Pink		213.00		870		—		0		213.00
C		8318		6		26.8		Green		213.00		480		—		0		213.00
C		8328		6		26.8		Gold		213.00		538		—		0		213.00
C		8370		6		26.8		Blue		213.65		895		—		0		213.65
C		8065		6		26.2		Wh RST 30 Ctg Bs		215.51		160		—		0		215.51
C		8066		6		30.9		Wh RST 30 Ctg Bs		215.70		304		—		0		215.70
C		8103		6		27.1		Pink Premium		—		0		—		0		214.00
C		8276		6		26.8		Canary		—		0		—		0		214.00
C		8371		7		26.8		White		—		0		—		0		214.00
C		9078		7		26.8		Pink Histgth		—		0		—		0		214.00
C		8265		6		26.8		Wh For Sprint		—		0		—		0		214.00
C		8245		7		30.2		Wh Precoat		—		0		—		0		214.00
C		8238		6		33		White ST Base		220.50		127		—		0		220.50
O		9643		7		30.5		WH Opaque Base		221.00		8		218.83		4,669		218.83
O		9238/8891		6		30.5		WH Converter Base		218.04		2,143		216.73		2,811		216.73
O		9322/8467		6		34		WH Opaque Base		201.48		1,893		201.59		3,278		201.59
O		9641/8466		7		34		WH Opaque Base		198.68		533		202.71		2,173		202.71
O		9115		7		50.8		White Dull		—		0						206.00
O		9980		6		50.8		White Dull		—		0						206.00
T		8081		7		31.1		WH Thermal Fax Base		209.99		27,332		209.18		18,283		209.18
T		9857/8457		7		43.3		WH Label Base OBA		215.25		209		219.02		1,638		217.00
T		8907		7		43.3		WH Label Base OBA		219.09		21,604		217.57		16,485		217.57
T		8018		7		46.5		WH Ctg Base OBA		212.82		891		212.14		794		212.14
T		8018		7		46.5		WH Ctg Base OBA		212.82		3,106		212.14		3,403		212.14
T		8089		7		61.1		WH Base OBA		214.88		857		215.14		773		215.14
T		9750		7		31.1		New Back Coat (CFS Ctg)		—		0						210.00
T		8774		7		61.1		White Dull		—		0						215.00

SCHEDULE 3

PAYMENT TERMS

ACTUAL USAGE DATE

AC INVOICE DATE

API VOUCHER DATE

AC DUE DATE

API EFT DATE

AC RECEIPT OF CASH

BUSINESS DAYS

MON

MON

TUE

FRI

FRI

MON

5

TUE

TUE

WED

MON

FRI

MON

4

WED

WED

THU

TUE

FRI

MON

3

THU

THU

FRI

WED

TUE

WED

4

FR/SAT/SU

SUN

MON

THU

TUE

WED

3