Fox River Awa Environmental Indemnity Agreement

Exhibit 10.6

Table of Defined Terms

Paragraph
Page


Acceptable Protection Coverage 6.1.5.1 27

Acquisition Debt 6.1.5.2 27

Affiliate 1.1 4

Aggregate Indemnification Payments 2 5

API Introduction 3

API Purchase Introduction 3

AWA Introduction 3

Base Debt Period 6.1.5.3 27

Buyers Introduction 3

Change of Control 6.1.5.4 28

Claim Notice 5.2.1 19

Claims 5.2.2 20

Closing Date High Yield Note 6.1.5.3 28

Costs and Expenses 1.2 4

Deed 10.3 36

Designated Debt Arbiter 6.1.5.5 28

Designated Fox River Arbiter 6.1.5.6 28

Excess Cost Due Date 4.1.1.1 8

Excess Costs 5.2.5 22

Excess Coverage 6.1.3 27

Excess Projected Amount 6.1.5.7 29

Extended Debt Period 6.1.5.8 29

Extended Debt Period Prerequisites 6.1.5.9 30

Fox River Payments 6.1.1 25

Indemnification Notice 4.1.1.1 7

Initial Indemnification Payment 4.1.1.2 8

Insolvency Event 4.2.3 12

Later Period Coverage 6.1.2 26

Loan Amount 4.1.2 9

Loans 4.1.2 9

Member of the Buyers' Group 1.3 4

Table of Defined Terms

(continued)


New Appleton Introduction 3

Observing Buyers 5.2.8 23

PDC Introduction 3

PDC Agreement Introduction 3

Purchase Agreement Introduction 3

Recoveries 1.4 4

Refinancing 6.1.5.10 31

Relief 1.5 5

Scheduled Base Period Expiration Date 6.1.5.3 28

Security Agreement 6.2 32

Substitute High Yield Note 6.1.5.3 28

Tax 1.6 5

Tax Benefit Amount 5.1.1.1 14

Tax Contest 5.1.5.2 18

Tax Designee 5.1.5.1 17

Tax Notice 5.1.5.1 17

Tax Relief Notice 5.1.4.1 16

Tax Relief Response Notice 5.1.4.2 16

Taxation 1.6 5


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FOX RIVER AWA ENVIRONMENTAL INDEMNITY AGREEMENT

THIS AGREEMENT is made on the 9 th day of November, 2001 by and among PAPERWEIGHT DEVELOPMENT CORP. (" PDC" ), a Wisconsin corporation, NEW APPLETON LLC, a Wisconsin limited liability company (" New Appleton" and, together with PDC, " Buyers" ), APPLETON PAPERS INC., a Delaware corporation (" API" ), and ARJO WIGGINS APPLETON p.l.c., a corporation incorporated in England and Wales with company number 2454830 (" AWA" ).

WHEREAS, pursuant to a Purchase Agreement dated as of July 5, 2001 (the " Purchase Agreement" ), Buyers have indirectly purchased one hundred percent (100%) of the outstanding capital stock of API from the Sellers, as defined therein (the " API Purchase" ); and

WHEREAS, Buyers have agreed, pursuant to the Fox River PDC Environmental Indemnity Agreement (the " PDC Agreement" ) of even date herewith, and in reliance on this Agreement, to indemnify API in respect of the Excess Costs;


WHEREAS, in connection with the API Purchase, AWA has agreed to indemnify Buyers against all costs incurred by Buyers in connection with their indemnification obligations under the PDC Agreement; and Buyers and API have agreed jointly and severally to indemnify AWA against the API Excess Costs; and


WHEREAS, capitalized terms used herein without definition shall have the meaning ascribed to them in the PDC Agreement.

NOW, THEREFORE, the parties hereto have agreed to the following:


1. INTERPRETATION

In this Agreement, unless the context otherwise requires:


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1.1 " Affiliate" means a person or entity included within the definition of " affiliate" set forth in United States Securities and Exchange Commission Rule 405, as amended from time to time.

1.2 " Costs and Expenses" means reasonable out-of-pocket expenses properly incurred (i) in connection with a Tax Contest, (ii) in pursuing or asserting any rights of Recovery, or (iii) in connection with the defense of Claims. For the purposes hereof, all costs incurred by employees of API, Buyers or any other Member of the Buyers' Group who assist AWA pursuant to Section 5.2 below shall be included as Costs and Expenses at the rate per hour specified in Schedule 1.2 hereto

1.3 " Member of the Buyers' Group" means API (whether or not it is at any relevant time still an Affiliate of Buyers), Buyers and its and their respective present or future Affiliates, officers, employees, agents, directors, stockholders, partners and other holders of equity securities.


1.4 " Recoveries" means any amounts which are received by API or any other Member of the Buyers' Group from any third party in respect of Excess Costs (but, for the avoidance of doubt, not including any Tax Benefit Amount as defined in Section 5.1.1.1), including without limitation (i) pursuant to the NCR Agreements, (ii) pursuant to insurance policies, and (iii) from other third parties or otherwise. For the avoidance of doubt, Recoveries will not include (x) any payments by NCR to third parties or (y) payments by NCR to API which API combines with its own funds to make a payment to a third party on behalf of both API and NCR; and Recoveries will include any amounts paid by NCR to API under the NCR Agreements in reimbursement of amounts previously paid by API to third parties on behalf of NCR, but only to the extent that API had included such previously paid amounts as Excess Costs under the PDC Agreement.


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1.5 " Relief" means any loss, allowance, credit, deduction or set-off for Tax purposes benefiting any Member of the Buyers' Group arising as a result of (i) its or any other Member of the Buyers' Group' s incurring of or paying Excess Costs, (ii) any indemnification payment by Buyers under the PDC Agreement, or (iii) its or any other Member of the Buyers' Group' s incurring of or paying Costs and Expenses. For the avoidance of doubt, Relief shall include any benefit described above obtained by any shareholder of a Member of the Buyers' Group by virtue of such Member of the Buyers' Group being a so-called " pass-through" entity for United States tax purposes.

1.6 " Tax" or " Taxation" means all federal, state, provincial, local, territorial and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, real estate, excise, value added, estimated, stamp, alternative or add-on minimum, environmental, withholding and any other taxes, duties or assessments together with all penalties, interest and additions imposed with respect to such tax amounts.


2. INDEMNIFICATION BY AWA


Subject to the provisions of this Agreement, AWA hereby covenants to indemnify and hold harmless Buyers or, where applicable, any other Member of the Buyers' Group, in respect of the following (the " Aggregate Indemnification Payments" ):


2.1 all amounts for which Buyers become responsible in satisfaction of their indemnification obligations under the PDC Agreement, reduced by the sum of (i) any Tax Benefit Amounts, and (ii) any Recoveries received by any Members of the Buyers' Group;

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2.2 any Tax Benefit Amount in the event, and only to the extent that, any such Tax Benefit Amount is not finally allowed by the applicable Tax authority after having been taken into account as a repayment of a Loan pursuant to Section 4.1.2.2(ii), along with any interest and penalties paid (net of Tax effect) in respect of any such disallowance;


2.3 any Recoveries in the event, and only to the extent that, any such Recoveries are not finally received (or must be returned) by any Members of the Buyers' Group after having been taken into account as a repayment of a Loan pursuant to Section 4.1.2.2(i); and

2.4 any Costs and Expenses incurred by Buyers, but only to the extent not explicitly the responsibility of the Buyers by operation of Section 5.1.5.3 or Section 5.2.8 below.


3. INDEMNIFICATION BY API AND BUYERS


API and Buyers hereby acknowledge (i) that they are and shall remain, as between the parties hereto, solely responsible for the satisfaction of the API Excess Costs, and nothing contained herein or in the PDC Agreement shall transfer any such liability to AWA or constitute AWA' s agreement to assume any such liability, and (ii) that the indemnity provided by AWA pursuant to Article 2 shall not apply to the API Excess Costs. In accordance with the foregoing, API and Buyers hereby jointly and severally covenant to indemnify, hold harmless and pay to AWA an amount equal to any API Excess Costs that AWA actually incurs or otherwise pays on behalf of API, either Buyer or any other Member of the Buyers' Group.


4. SATISFACTION OF AWA INDEMNIFICATION


4.1 The parties hereby acknowledge that while API may be legally responsible, as a matter of law, for satisfying the Indemnified Excess Costs, and while AWA' s indemnification obligation hereunder in respect of the Indemnified Excess Costs relates to Buyers' obligation to indemnify API, it is the agreement of the parties that, as set forth in Section 4.1.3, by operation


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of this Agreement and AWA' s indemnification obligations hereunder, AWA shall, upon Buyers' request but subject to the terms and conditions set forth herein, pay (or cause to be paid) to API on behalf of Buyers or Buyers (or, where applicable, Members of the Buyers' Group) the amount of the Indemnified Excess Costs prior to such time that API (or either Buyer (or, where applicable, a Member of the Buyers' Group)) becomes legally obligated to pay such Indemnified Excess Costs so that neither Buyer (nor API, nor, where applicable, any other Member of the Buyers' Group) is effectively ever out of pocket in respect thereof; provided that in furtherance of the foregoing, AWA may in its discretion make such payments directly to the applicable obligee in respect thereof, in which latter case AWA shall provide notice to Buyers and API of such direct payment. Further, except as set forth in Section 4.1.3, and consistent with the foregoing, AWA shall pay the Indemnified Excess Costs initially without giving effect to the deductions therefrom set forth in Sections 2.1(i) and (ii) above. The following sets forth the procedures under which AWA shall pay the Indemnified Excess Costs; provided, however, that nothing contained below is intended to limit AWA' s rights of control as set forth in Section 5 below; and provided, further, that the parties acknowledge that they may from time to time agree to informal procedures to supplement the following, although neither party is under any obligation to agree to any such informal procedures:

4.1.1 AWA shall initially satisfy the amount of Indemnified Excess Costs as follows:


4.1.1.1 Buyers (or API on behalf of Buyers) shall provide notice (the " Indemnification Notice" ) to AWA, setting forth the amount of any Indemnified Excess Costs which the Buyers are required to pay to API under the terms of the PDC Agreement for which Buyers seek indemnification hereunder, notwithstanding that


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neither the Buyers nor API have paid such costs in advance of issuing such Indemnification Notice. The Indemnification Notice shall set forth the amount of the applicable Indemnified Excess Costs, together with documentary support in respect thereof (setting forth all of the circumstances thereof), and, if payment thereof has not yet been made, the date by which such payment is legally due from Buyers (the " Excess Cost Due Date" ).


4.1.1.2 AWA shall, and notwithstanding that it may be contesting its obligation to make such payment in accordance with Section 7, pay to Buyers or Members of the Buyers' Group (or, pursuant to Sections 4.1 and 4.1.3, the applicable obligee or API) the amount of the Indemnified Excess Costs set forth in each Indemnification Notice (the " Initial Indemnification Payment" ) not later than the later of (i) ten (10) days after delivery of the Indemnification Notice or (ii) seven (7) days prior to the Excess Cost Due Date or (iii) if AWA makes such payment to the applicable obligee or to API, on the due date therefor as set forth in the PDC Agreement; provided that AWA shall be entitled to reduce any Initial Indemnification Payment by any amounts owed to AWA under this Agreement, including without limitation (x) indemnification payments pursuant to Section 3, (y) any Recoveries (whether or not in respect of such Initial Indemnification Payment) not previously paid to AWA or otherwise applied against AWA' s obligations hereunder, and (z) any Tax Benefit Amount not previously paid to AWA or otherwise applied against AWA' s obligations hereunder. If AWA shall not make any Initial Indemnification Payment when the same shall be due, the amount of such past due payment shall be payable by AWA on demand by API, together with interest at the rate of ten percent (10%) per annum from the date such payment was due.


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In the event that AWA shall at any time contest or dispute its obligation to make an Initial Indemnification Payment, AWA shall submit such dispute for resolution pursuant to Section 7 below; and if, as a result thereof, API is obligated to reimburse AWA it shall do so upon demand, together with interest at the rate of ten percent (10%) per annum from the date AWA made such payment.

4.1.2 The Initial Indemnification Payments hereunder shall initially be characterized as loans (" Loans" and the amounts outstanding from time to time in respect of the Loans, the " Loan Amount" ) from AWA to Buyers, as follows:

4.1.2.1 Each Loan shall be interest free and without recourse to Buyers, API or any other Member of the Buyers' Group, such that neither Buyers, API, nor any other Member of the Buyers' Group shall under any circumstances be obligated to make repayment thereof other, than as set forth in Section 4.1.2.2 or otherwise below.


4.1.2.2 The Loan Amount shall be repaid, or deemed repaid, as follows:


(i) in any and all events (and regardless of whether there are then outstanding Loan Amounts), Buyers shall pay to AWA all Recoveries within ten (10) days following actual receipt thereof by API or any other Member of the Buyers' Group. Any such payments shall constitute payments of outstanding Loan Amounts or, if no Loan Amounts are then outstanding, prepayments in respect of future Loan Amounts;

(ii) on March 15 of each year (or, by operation of Section 5.1.4 below, as soon as possible thereafter), Buyers shall repay any outstanding Loan Amount to the extent of the Tax Benefit Amount in respect of the prior calendar year; provided that, in lieu of making any such cash payment, Buyers may elect to permit AWA to reduce its next payment obligations to Buyers hereunder by such amount;


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(iii) if upon final calculation of the Tax Benefit Amount for a calendar year the amount thereof is different than the amount utilized in the calculation described in (ii) above, the parties hereto shall make an appropriate reconciling payment, i.e. if the Tax Benefit Amount is greater than utilized, the Buyers shall pay such excess amount in cash to AWA (subject to the proviso at the end of subsection 4.1.2.2(ii) above); and if the Tax Benefit Amount is less than utilized, AWA shall pay such lesser amount in cash to Buyers; and

(iv) the outstanding Loan Amount in respect of each year shall be deemed repaid, and Buyers shall have no further obligations in respect thereof, after giving effect to the repayments set forth in (i) through (iii) above. Any amounts deemed repaid, as aforesaid, shall therefore be treated as Aggregate Indemnification Payments in accordance herewith, i.e. to the extent of the original Loan Amount for such year reduced by the payments made in respect of Recoveries and the Tax Benefit Amount.

4.1.3 In recognition of Buyers' obligations under the PDC Agreement and of the fact that API shall be responsible in the first instance to satisfy the Indemnified Excess Costs, Buyers hereby direct AWA to make all payments hereunder directly to the applicable obligee or, if applicable, to API; provided, however, that such direct payments shall nonetheless be treated as a matter of law as being in satisfaction of AWA' s obligations hereunder.

4.2 At any time that (i) an Insolvency Event has occurred with respect to Buyers, API or any other Member of the Buyers' Group or (ii) Buyers, API or any other Member of the Buyers' Group have failed to pay or satisfy any portion of the API Excess Costs when due, and such failure shall have continued for thirty (30) days after written notice thereof shall have been given by AWA to the defaulting party; (provided that such notice and cure period shall not apply


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if any such extended period would have a material adverse effect on AWA; and further provided that Buyers' failure to make any indemnification payment to API or AWA by reason of AWA' s failure to make an indemnification payment to Buyers pursuant to this Agreement shall not be deemed to be a default hereunder), the following shall thereafter apply:

4.2.1 AWA shall be entitled, in lieu of the procedures set forth in Section 4.1, to make payments as otherwise determined in accordance with Section 4.1.1.2 equal to the amount of Indemnified Excess Costs, net of AWA' s good faith estimate of the Tax Benefit Amount and Recoveries to be obtained by API or another Member of Buyers' Group relating to such Indemnified Excess Costs. Any such payment shall be deemed to constitute a Loan hereunder and the amount thereof shall constitute a portion of the Loan Amount; provided that in such case any Tax Benefit Amount or Recoveries, when received, relating to such Indemnified Excess Costs up to the amount of such estimate thereof shall be the property of Buyers. If, upon final determination of Tax Benefit Amount and Recoveries, the amount paid by AWA pursuant to Section 4.1.3 on account of Indemnified Excess Costs is inaccurate, then, as applicable, either (x) AWA shall pay Buyers in cash the amount of any deficiency or (y) Buyers shall pay AWA in cash the amount of any overpayment, (subject to the proviso at the end of Section 4.1.2.2(ii)).


4.2.2 In any event, and without affecting the limitations set forth in the definition of Indemnified Excess Costs as set forth in the PDC Agreement applicable upon an Insolvency Event, AWA' s indemnification obligations hereunder, and its obligation to make Loans hereunder, shall not in any year exceed the amount of Indemnified Excess Costs for which the Buyers and/or API would have become responsible in that year absent such Insolvency Event. For the avoidance of doubt,


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therefore, if by reason of an Insolvency Event, the obligations of the Buyers and/or API in respect of Indemnified Excess Costs are accelerated, liquidated or otherwise established at a specific sum representing, for example, the then current value of the future obligations, AWA' s responsibility hereunder shall not apply to such liquidated amount, but instead shall be limited such that AWA' s obligations hereunder shall be calculated and paid each year on the basis of the Indemnified Excess Costs that would have been paid by API during that year had there been no such acceleration or liquidation.

4.2.3 For the purposes hereof, an " Insolvency Event" shall occur in relation to a person if:


(i) it admits in writing its inability to pay its debts as they fall due;

(ii) it voluntarily commences an action for its liquidation or winding up otherwise than purely for the purposes of a solvent reconstruction or amalgamation;


(iii) it consents to the appointment of a receiver (including an administrative receiver or receiver and manager) over the whole or any material part of its assets or undertaking, or, after a 60 day period, is unable to discharge or stay an involuntary action for such appointment;


(iv) it makes a general assignment for the benefit of its creditors;


(v) a voluntary or involuntary petition has been filed by or against it pursuant to any bankruptcy or insolvency law (as from time to time amended, re-enacted or replaced); provided, however, that in the case of an involuntary petition, such petition is not discharged or stayed within 60 days after its filing; or


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(vi) any matter similar or analogous to any of those described above occurs in relation to it under the laws of any relevant jurisdiction.


4.3 The Aggregate Indemnification Payments made by AWA pursuant to this Section 4, after giving effect to the Tax Benefit Amount and Recoveries, if applicable, shall constitute reductions to the Purchase Price paid by Buyers in respect of the API Purchase.


4.4 Buyers and API acknowledge that AWA' s combined maximum aggregate liability to Buyers and API hereunder or otherwise in respect of Excess Costs shall not exceed the Excess Costs paid (or otherwise incurred) by API, Buyers or any other Members of the Buyers' Group and constituting Indemnified Excess Costs, net of any Recoveries and any Tax Benefit Amounts.


4.5 Notwithstanding any provision of this Agreement to the contrary, AWA is not assuming any liability of Buyers or API to third parties in respect of Excess Costs pursuant to this Agreement; instead AWA is only indemnifying Buyers or any other Member of the Buyers' Group in respect thereof. Further, no person or entity, other than the parties to this Agreement and the other Members of the Buyers' Group, shall have any rights or obligations under or by reason of this Agreement, including but not limited to any third party beneficiary rights, nor any right of direct action to enforce this Agreement.

4.6 Further, for purposes of determining whether Buyers have satisfied the First Tier Indemnification Amount (and the point at which API becomes responsible for the API Excess Costs), the Indemnified Excess Costs shall be deemed to include (i) any payments made by AWA which would have constituted Excess Costs if they had been incurred by API or would have been subject to indemnification hereunder if incurred by Buyers, and (ii) all Costs and Expenses incurred by AWA.


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5. TAX BENEFITS; RECOVERIES


5.1 Buyers and API hereby agree that they shall use their best efforts to seek and obtain Relief on account of the payment of Excess Costs or, as the case may be, indemnification payments by Buyers to API, in any such case for the benefit of any Member of the Buyers' Group, as expeditiously and as diligently as practicable. If, and to the extent any Member of the Buyers' Group obtains any such Relief, the amount thereof shall be a deduction from AWA' s indemnification obligations (i.e. as a Tax Benefit Amount, as set forth in Section 2.1(i) above).

5.1.1 For the purposes hereof,

5.1.1.1 the " Tax Benefit Amount" shall mean the actual benefit, stated in dollars, obtained by any Member of the Buyers' Group on account of Relief. For the purposes of calculating the Tax Benefit Amount, (i) the applicable Relief shall be determined by reference to the average Tax rates applicable to such Member of the Buyers' Group in the year in which such determination is being made, (ii) such calculation shall be based upon claims for Relief made against Tax either by way of deduction against taxable profits or otherwise, i.e. when Tax would otherwise have become payable but for Relief, and (iii) the Tax Benefit Amount shall be reduced by any Tax (also determined based upon the average rates of such Member of the Buyers' Group) arising by reason of the deemed repayment or satisfaction of a Loan or otherwise by reason of the structure of the arrangement set forth herein; and if the Tax calculated pursuant to the subsection (iii) exceeds the Tax Benefit Amount, the amount of such excess shall be paid in cash by AWA to Buyers.


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5.1.1.2 the Buyers shall provide AWA with copies of all tax returns (and underlying work papers in connection therewith) reflecting the calculation of the Tax Benefit Amount. Upon AWA' s request, the Buyers shall provide AWA with access to all such information and to those professional advisers who assisted in the preparation thereof; provided, however, the disclosure of such tax returns and other information to AWA shall be subject to the terms of Section 9.2 of the Purchase Agreement.


5.1.2 In the event Buyers or API fail to comply fully with their obligations under this Section 5.1 (and in accordance with Section 5.1.4 below) to claim Relief or fail to utilize such Relief as soon as practical and otherwise as aforesaid, Buyers shall be obligated to repay in cash (subject to the proviso at the end of Section 4.1.2.2(ii)), at the time when a Tax Benefit Amount would otherwise have been paid pursuant to Section 4.1.2.2, that portion of the Loan Amount equal to the aggregate Tax Benefit Amount that would have been realized by Buyers, API or any other Member of the Buyers' Group had it acted in accordance with its obligations under this Agreement.


5.1.3 In the event that a Loan Amount is deemed repaid by reason of a Tax Benefit Amount (or cash is actually paid to AWA in respect of a Tax Benefit Amount) and the Internal Revenue Service or other Tax authority subsequently seeks to deny part or all of such Tax Benefit Amount or such Tax Benefit Amount is otherwise decreased by any such Tax authority, AWA shall immediately re-loan to Buyers the amount of any Tax and deficiency interest that is required to be paid by any Member of the Buyers' Group either (i) as a result of a settlement or the decision of an applicable Tax authority or judicial body following a determination not to pursue any appeal thereof, or (ii) to pursue the claim, either in a different forum, or to contest a state determination, or otherwise.


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Any such re-loan shall be made immediately upon, or concurrently with, any such payment required to be made by any Member of the Buyers' Group. Any amount re-loaned pursuant to this Section 5.1.3 will be repaid in cash forthwith by Buyers to AWA (or applied against AWA' s indemnification obligations hereunder) but only if and to the extent that the entitlement to a Tax Benefit Amount in respect of which an amount is re-loaned hereunder is finally established and a Tax Benefit Amount obtained, failing which such re-loaned sum will become part of the Aggregate Indemnification Amounts pursuant to Section 2 above and shall be deemed repaid in accordance with Section 4.1.2.2.


5.1.4 The following provisions shall apply in respect of the process under which Members of the Buyers' Group shall determine the extent to which they shall claim Relief with respect to each year.

5.1.4.1 On or before March 15 during each year API shall deliver to AWA written notice (the " Tax Relief Notice" ) setting forth the Relief that it intends to claim with respect to the prior year, and shall thereafter provide AWA with any further information that AWA requests that AWA deems relevant to its review of such Tax Relief Notice.


5.1.4.2 AWA shall provide API with written notice (the " Tax Relief Response Notice" ) within 30 days following delivery of the Tax Relief Notice, either approving or contesting the Tax Relief Notice; provided that such 30 day period shall be extended, as reasonably necessary, to give effect to requests for further information that are made by AWA pursuant to Section 5.1.4.1 above. AWA shall be deemed to have approved the Tax Relief Notice if it shall not deliver a timely Tax Relief Response Notice.


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5.1.4.3 If AWA contests the Tax Relief Notice, as aforesaid, the parties shall resolve the resulting dispute in accordance with the provisions of Article 7 below; provided, however, (i) the arbitrator shall in all events be a firm of recognized national expertise in Tax matters, and (ii) the time frames set forth within Article 7 shall be accelerated, as necessary, in order to assure that the Members of the Buyers' Group comply with their Tax reporting requirements.

5.1.5 The following further provisions shall apply in respect of the conduct of the Tax affairs of the Members of the Buyers' Group in order to give effect to the provisions of Section 5.1.


5.1.5.1 Buyers shall keep AWA or its designee for tax matters (its " Tax Designee" ) informed of the progress of the Tax affairs of Buyers and the Members of the Buyers' Group to the extent they are relevant to Relief claimed by Buyers or a Member of the Buyers' Group and will provide copies of all correspondence and transcripts or summaries of all meetings with the Internal Revenue Service ...