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Amended And Restated Advisory Agreement

This is an actual contract by American Pad & Paper Co. of Delaware.

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Sectors: Media
Governing Law: New York, View New York State Laws
Effective Date: July 08, 1996
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This Agreement dated as of July 8, 1996 by and among American Pad & Paper Company of Delaware, Inc., a Delaware corporation (the "Company"), and Bain Capital, Inc., a Delaware corporation ("Bain"). Bain is referred to herein as "Advisor".

WHEREAS, the parties hereto are parties to an Advisory Agreement dated as of October 31, 1995 (the "Original Agreement") and desire to amend and restate the Original Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree to amend and restate the Original Agreement as follows:

1. Term. This Agreement shall be in effect for an initial term of
---- four years commencing on the date hereof (the "Initial Term"), and on each anniversary of the date of this Agreement (an "Anniversary Date") during the Initial Term where Bain or its Affiliates own at least 5% of the outstanding common stock of American Pad & Paper Company("APP") on such Anniversary Date, the term of this Agreement will be extended to four years from such Anniversary Date(it being understood that the maximum term of this Agreement will be eight years). "Affiliate" means any person directly or indirectly controlled by, or
--------- under common control with such person, and which shall include for purposes of this Agreement, any limited partners of Tyler Capital Fund, L.P., Tyler Massachusetts, L.P. and Tyler International, L.P.-II, Frederick H. Potts and Karl E. Lutz.

2. Services. Advisor shall perform or cause to be performed such
-------- services for the Company and its subsidiaries as directed by the Company's board of directors, which may include, without limitation, the following:

(a) general executive and management services;

(b) identification, support, negotiation and analysis of acquisitions and dispositions by the Company or its subsidiaries;

(c) support, negotiation and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

(d) finance functions, including assistance in the preparation of financial projections, and monitoring of compliance with financing agreements;

(e) marketing functions, including monitoring of marketing plans and strategies;

(f) human resource functions, including searching and hiring of executives; and

(g) other services for the Company and its subsidiaries upon which the Company's board of directors and the Advisor agree.

3. Advisory Fee. Payment for services rendered by the Advisor
------------ incurred in connection with the performance of services pursuant to this Agreement shall be $2 million per year plus reasonable out-of-pocket expenses of Advisor, payable by the Company on a quarterly basis in arrears commencing June 30, 1996.

4. Transaction Fees. (a) The Company hereby agrees to pay to the
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