Entry into a Material Definitive Agreement

On January 16, 2017, Appvion, Inc. (

Appvion

), a

wholly-owned

subsidiary of Paperweight Development Corp. (the

Company

), entered into a fifth amendment (the

Fifth Amendment

) to its existing Credit Agreement dated as of June28, 2013 by and among Appvion, Inc., as Borrower, Paperweight Development Corp., as Holdings, Jeffries Finance LLC, as administrative agent, and Fifth Third Bank, as revolver agent, swing line lender and L/C issuer and the lenders party thereto, as amended by the First Amendment to Credit Agreement, dated as of November11, 2013, the Second Amendment to Credit Agreement, dated as of November11, 2014, the Third Amendment to Credit Agreement, dated as of August3, 2015 and the Fourth Amendment to Credit Agreement, dated as of June24, 2016 (as am ended, the

Credit Agreement

).

Upon effectiveness, which will occur subject to the satisfaction of customary conditions, the Fifth Amendment will, among other things, (i)fix the applicable interest rate on the Companys term and revolving loans at 5.5% per annum for base rate loans and 6.5% per annum for eurodollar loans, regardless of the Companys then current consolidated leverage ratio, (ii)increase the maximum consolidated first lien leverage ratios applicable to the Company pursuant to the maximum consolidated leverage covenant to require maintenance of a consolidated first lien leverage ratio, during the first fiscal quarter of 2017, of not more than 3.60 to 1.00, during the second fiscal quarter of 2017, of not more than 3.5 to 1.00, during the period beginning on the third fiscal quarter of 2017 through the second fiscal quarter of 2018, of not more than 3.25 to 1.00 and from and after July1, 2018, of not more than 3.00 to 1.00 and (iii)to require the payment of a 1.5% premium on any prepayments, payments in connection with a change in control or a refinancing or payments at maturity of either term or revolving loans.

The description above of the Fifth Amendment is qualified in its entirety by reference to the complete text of the Fifth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form

8-K

and is incorporated by reference herein.

Notice Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, regarding the Credit Agreement and the Fifth Amendment. Words such as expect, estimate, project, budget, forecast, anticipate, intend, plan, may, will, could, should, poised, believes, predicts, potential, continue, and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report.

Forward-looking statements in this report include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this report. Such risk factors include, among others, the factors listed under Item 1A - Risk Factors in the Annual Report on Form

10-K

of Paperweight. Actual results may differ materially from those contained in the forward-looking statements in this report. Neither Paperweight or the Company undertakes any obligation, nor do they intend, to update these forward-looking statements to reflect events or circumstances occurring after the date of this report. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary statement.

Item9.01

Financial Statements and Exhibits

(d)

Exhibit10.1

Fifth Amendment to Credit Agreement, dated as of January16, 2017, among Appvion, Inc., as Borrower, Paperweight Development Corp., as Holdings, Jeffries Finance LLC, as administrative agent and the lenders party thereto.

- 2 -

Signature

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: January20, 2017

By:

/s/ Thomas J. Ferree

Senior Vice President Finance, Chief Financial Officer and Treasurer

Exhibit Index

Exhibit

No.

Description

Exhibit10.1

Fifth Amendment to Credit Agreement, dated as of January16, 2017, among Appvion, Inc., as Borrower, Paperweight Development Corp., as Holdings, Jeffries Finance LLC, as administrative agent and the lenders party thereto.

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