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Full title: Motion to Approve Compromise under Rule 9019 / Debtors' Motion for Entry of an Order (I) Approving Settlement with Sonoco Products Co. and Authorizing Limited Notice Pursuant to Bankruptcy Code Section 105 and Federal Rule of Bankruptcy Procedure 9019; and (II) Granting Related Relief Filed by Gorham Paper and Tissue, LLC. Hearing scheduled for 6/16/2021 at 01:00 PM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. Objections due by 5/19/2021. (Attachments: # 1 Notice # 2 Exhibit A # 3 Exhibit B) (Katona, Shanti) (Entered: 05/05/2021)

Document posted on May 4, 2021 in the bankruptcy, 8 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The debtors and debtors-in-possession (the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) hereby move (the “Motion”) this Court for entry of an order: (a) approving, pursuant to § 105 of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the settlement encompassed in that certain settlement agreement attached hereto as Exhibit A (the “Settlement Agreement”)2 by and between the Debtors and Sonoco Products Co. (“Sonoco”); and (b) limiting notice and service of the Motion pursuant to Bankruptcy Rule 2002.Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final judgment or order with respect to this Motion if it is determined that the Court would lack Article III jurisdiction to enter such final order or judgment absent consent of the parties.The predicates for the relief requested herein are Bankruptcy Code § 105 and Bankruptcy Rules 2002 and 9019.Except for the obligations contained in [the Settlement] Agreement, upon the Effective Date and payment to Sonoco of the Settlement Payment: (a) Sonoco and its successors and assigns release and discharge the Debtors, the Debtors’ bankruptcy estates, and their respective successors and assigns (but not including any purchaser(s) of the Debtors’ assets for matters arising on or after the date of sale), shareholders, officers, directors, agents, employees, representatives and attorneys, solely in their respective capacities for the Debtors, the Debtors’ bankruptcy estates, and any subsequently appointed trustee (including a chapter 7 trustee, chapter 11 trustee or liquidating trustee), from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, accounts, damages, defenses, sums of money, reckonings, bonds, bills, variances, covenants, contracts, controversies, agreements, promises, trespasses, judgments, executions, losses, setoffs, costs, expenses (including attorneys’ fees), demands, in law or in equity, whether known or unknown, or hereafter becoming known, of any kind, character, or nature whatsoever, fixed or contingent, liquidated or unliquidated, arising from the beginning of time to the date of this Agreement, including, but not limited to, the Sonoco Claims; and 3 The Committee and Zohar have reviewed the Settlement Agreement and do not object to the Debtors entering into a settlement with Sonoco upon the terms set forth therein.As stated above, the Debtors have reached an agreement with Sonoco to resolve various claims between the parties, and the Debtors seek approval of that compromise from this Court under § 105 of the Bankruptcy Code and Bankruptcy Rule 9019.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Gorham Paper and Tissue, LLC, et al., Case No. 20-12814 (KBO) Debtors.1 (Jointly Administered) DEBTORS’ MOTION FOR ENTRY OF AN ORDER (I) APPROVING SETTLEMENT WITH SONOCO PRODUCTS CO. AND AUTHORIZING LIMITED NOTICE PURSUANT TO BANKRUPTCY CODE SECTION 105 AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 9019; AND (II) GRANTING RELATED RELIEF The debtors and debtors-in-possession (the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) hereby move (the “Motion”) this Court for entry of an order: (a) approving, pursuant to § 105 of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the settlement encompassed in that certain settlement agreement attached hereto as Exhibit A (the “Settlement Agreement”)2 by and between the Debtors and Sonoco Products Co. (“Sonoco”); and (b) limiting notice and service of the Motion pursuant to Bankruptcy Rule 2002. In support of this Motion, the Debtors respectfully represent as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Motion under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This is a core proceeding under 28 U.S.C. § 1 The last four digits of Gorham Paper and Tissue, LLC’s federal taxpayer identification number are 6533. See 11 U.S.C. § 342(c)(1). The last four digits of White Mountain Tissue, LLC’s federal taxpayer identification number are 0078. See id. Prior to the sale of substantially all of their assets, the principal place of business for Gorham Paper and Tissue, LLC and White Mountain Tissue, LLC was 72 Cascade Flats, Gorham, New Hampshire 03581. 2 Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in the Settlement Agreement.

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157(b). Venue of the Chapter 11 Cases and the Motion in this district is proper under 28 U.S.C. §§ 1408 and 1409. 2. Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final judgment or order with respect to this Motion if it is determined that the Court would lack Article III jurisdiction to enter such final order or judgment absent consent of the parties. 3. The predicates for the relief requested herein are Bankruptcy Code § 105 and Bankruptcy Rules 2002 and 9019. BACKGROUND 4. On November 4, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition for chapter 11 relief in this Court commencing the Chapter 11 Cases. Factual background regarding the Debtors, including their business operations, their capital and debt structures, and the events leading to the filing of the Chapter 11 Cases, is set forth in the Declaration of Richard Arnold In Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 13] (the “First Day Declaration”), which is incorporated herein by reference. From the Petition Date through the consummation of the sale of substantially all of the Debtors’ assets on December 31, 2020, the Debtors continued in the management and operation of their businesses and properties as debtors-in-possession pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code. The Debtors continue to manage their remaining assets after the sale. 5. On November 10, 2020, the United States Trustee for the District of Delaware (the “U.S. Trustee”) appointed the Committee. 6. Prior to the Petition Date, the Debtors and Sonoco engaged in numerous business transactions in which Sonoco delivered certain goods to support the Debtors’ operations and the Debtors made payments to Sonoco pursuant to invoices for those goods.

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7. In the 90 days prior to the Petition Date, one or both of the Debtors transferred funds to Sonoco in the aggregate amount of $213,423.00 (the “Transfers”). Certain of the Transfers may be avoidable by the Debtors as preference payments pursuant to § 547 of the Bankruptcy Code, and Sonoco may have defenses to the avoidance of some or all of the Transfers. 8. On January 12, 2021, Sonoco filed Proof of Claim No. 62 asserting an administrative expense claim in the amount of $27,659.89 under § 503(b)(9) of the Bankruptcy Code (the “503(b)(9) Claim” and, together with any and all other claims of Sonoco against the Debtors and/or their estates, the “Sonoco Claims”). 9. On December 31, 2020, the Debtors closed the sale of substantially all of their assets. Both prior to and after that closing, the Debtors worked with various interested parties to negotiate a settlement agreement that would resolve certain claims and help the Debtors fund the winddown of its business and chapter 11 exit strategy. To that end, on January 27, 2021, the Debtors filed the Motion to Approve Compromise under Rule 9019 / Debtors’ Motion for Entry of an Order (I) Approving Settlement and Limited Notice Pursuant to Bankruptcy Code Section 105 and Federal Rule of Bankruptcy Procedure 9019; and (II) Granting Related Relief [Docket No. 241] (the “9019 Motion”), which sought approval from the Bankruptcy Court of that certain settlement agreement, attached to the 9019 Motion as Exhibit A, by and among the Debtors, the Official Committee of Unsecured Creditors (the “Committee”), Zohar III, Limited (“Zohar”), and Ankura Trust Company, LLC. On February 18, 2021, the Bankruptcy Court entered its Order Granting Debtors’ Motion for Entry of an Order (I) Approving Settlement and Limited Notice Pursuant to Bankruptcy Code Section 105 and Federal Rule of Bankruptcy Procedure 9019; and

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(II) Granting Related Relief [Docket No. 273] (the “9019 Order”), and the 9019 Order will become a final, non-appealable order on March 3, 2021.3 10. The Debtors and Sonoco have worked to resolve various disputes between the parties. As a result of those efforts, the Debtors and Sonoco agreed to the Settlement Agreement as a global resolution of various claims between them. SUMMARY OF SETTLEMENT AGREEMENT 11. The Settlement Agreement includes, without limitation, the following key terms and conditions:4 Settlement Payment and Settlement Motion. The Debtors shall pay to Sonoco the amount of $13,800.00 (the “Settlement Payment”) in good and valid funds no later than seven (7) days after the date on which the Bankruptcy Court’s order approving the Settlement Motion (the “Settlement Order”) becomes a final, non-appealable order. Releases. Except for the obligations contained in [the Settlement] Agreement, upon the Effective Date and payment to Sonoco of the Settlement Payment: (a) Sonoco and its successors and assigns release and discharge the Debtors, the Debtors’ bankruptcy estates, and their respective successors and assigns (but not including any purchaser(s) of the Debtors’ assets for matters arising on or after the date of sale), shareholders, officers, directors, agents, employees, representatives and attorneys, solely in their respective capacities for the Debtors, the Debtors’ bankruptcy estates, and any subsequently appointed trustee (including a chapter 7 trustee, chapter 11 trustee or liquidating trustee), from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, accounts, damages, defenses, sums of money, reckonings, bonds, bills, variances, covenants, contracts, controversies, agreements, promises, trespasses, judgments, executions, losses, setoffs, costs, expenses (including attorneys’ fees), demands, in law or in equity, whether known or unknown, or hereafter becoming known, of any kind, character, or nature whatsoever, fixed or contingent, liquidated or unliquidated, arising from the beginning of time to the date of this Agreement, including, but not limited to, the Sonoco Claims; and 3 The Committee and Zohar have reviewed the Settlement Agreement and do not object to the Debtors entering into a settlement with Sonoco upon the terms set forth therein. 4 The following is a summary of the material terms of the Settlement Agreement, which sets forth the full set of terms of the Parties’ agreement. To the extent there is any inconsistency between the terms of the Settlement Agreement summarized herein and the actual terms set forth in the Settlement Agreement, the Settlement Agreement shall control. Capitalized terms used in this summary shall have the meanings ascribed to them in the Settlement Agreement.

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(b) The Debtors, the Debtors’ bankruptcy estates, and their respective successors and assigns (including a chapter 7 trustee, chapter 11 trustee, or liquidating trustee), release and discharge Sonoco and its successors and assigns, current and former shareholders, officers, directors, agents, employees, representatives and attorneys, solely in their respective capacities for Sonoco, from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, accounts, damages, defenses, sums of money, reckonings, bonds, bills, variances, covenants, contracts, controversies, agreements, promises, trespasses, judgments, executions, losses, setoffs, costs, expenses (including attorneys’ fees), demands, in law or in equity, whether known or unknown, or hereafter becoming known, of any kind, character, or nature whatsoever, fixed or contingent, liquidated or unliquidated, arising from the beginning of time to the date of this Agreement, including, but not limited to, the Transfers. Condition Precedent and Jurisdiction. The Parties expressly acknowledge that this Agreement is conditioned on and subject to the Settlement Order becoming a final, non-appealable order. If this Agreement is not approved by the Bankruptcy Court pursuant to a final, non-appealable order, or is modified by the Bankruptcy Court in a manner not acceptable to both of the Parties, then this Agreement shall be null and void and of no force or effect. The Bankruptcy Court shall retain jurisdiction to resolve any disputes or controversies arising from or related to this Agreement. The Parties consent to the jurisdiction of the Bankruptcy Court to resolve any disputes or controversies between the Parties arising from or related to this Agreement. RELIEF REQUESTED AND BASIS FOR RELIEF 12. As stated above, the Debtors have reached an agreement with Sonoco to resolve various claims between the parties, and the Debtors seek approval of that compromise from this Court under § 105 of the Bankruptcy Code and Bankruptcy Rule 9019. 13. Section 105(a) of the Bankruptcy Code allows this Court to “issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of [the Bankruptcy Code].” 11 U.S.C. § 105(a). Bankruptcy Rule 9019 authorizes this Court to approve settlements. See Fed. R. Bankr. P. 9019(a) (“On motion by the trustee and after notice and a hearing, the court may approve a compromise or settlement.”). “The federal courts have a well-established policy of encouraging settlement to promote judicial economy and limit the waste of judicial resources.” Russian Standard Vodka (USA), Inc. v. Allied Domecq Spirits & Wine USA, Inc., 523 F. Supp.

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2d 376, 384 (S.D.N.Y. 2007); see also U.S. Bancorp Mortg. Co. v. Bonner Mall P’ship, 513 U.S. 18, 27-28 (1994) (discussing the general utility of settlement vis-à-vis judicial economy). The force of this federal policy is particularly acute in the bankruptcy context, where compromises and settlements are “a normal part of the process of reorganization.” Protective Comm. for Indep. Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968). Indeed, to “minimize litigation and expedite the administration of a bankruptcy estate, ‘compromises are favored in bankruptcy.’” Myers v. Martin (In re Martin), 91 F.3d 389, 393 (3d Cir. 1996) (quoting 9 COLLIER ON BANKRUPTCY ¶ 9019.03[1] (15th ed. rev. 1993)); see also In re Penn. Cent. Transp. Co., 596 F.2d 1102 (3d Cir. 1979); In re World Health Alts., Inc., 344 B.R. 291, 296 (Bankr. D. Del. 2006); In re Culmtech, Ltd., 118 B.R. 237, 238 (Bankr. M.D. Pa. 1990). 14. The decision of whether to approve a proposed settlement is committed to the discretion of the bankruptcy court, “which must determine if the compromise is fair, reasonable, and in the interest of the estate.” In re Louise’s, Inc., 211 B.R. 798, 801 (D. Del. 1997). In exercising that discretion, the Third Circuit Court of Appeals has stated that courts should consider: “(1) the probability of success in litigation; (2) the likely difficulties in collection; (3) the complexity of the litigation involved and the expense, inconvenience and delay necessarily attending it; and (4) the paramount interest of the creditors.” In re Martin, 91 F.3d at 393; see also Will v. Nw. Univ. (In re Nutraquest, Inc.), 434 F.3d 639, 644 (3d Cir. 2006); In re Marvel Entm’t Grp., Inc., 222 B.R. 243, 249 (D. Del. 1998). The proponent of a settlement is not required to demonstrate “that the settlement is the best possible compromise. Rather, the court must conclude that the settlement is ‘within the reasonable range of litigation possibilities.’” In re World Health, 344 B.R. at 296 (internal citations and quotation marks omitted); see also In re Coram Healthcare

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Corp., 315 B.R. 321, 330 (Bankr. D. Del. 2004) (“[T]he court does not have to be convinced that the settlement is the best possible compromise.”). 15. Application of the foregoing standards to the circumstances of the Chapter 11 Cases strongly weighs in favor of approving the Settlement Agreement because it is in the best interests of the Debtors’ estates, their creditors, and all parties-in-interest. The Settlement Agreement was negotiated at arms’ length by sophisticated parties and their respective experienced counsel. See Motorola Inc. v. Official Comm. Of Unsecured Creditors (In re Iridium Operating LLC), 478 F.3d 452, 462 (2d Cir. 2007) (noting that approval of settlements includes weighing the support of other parties-in-interest and the “competency and experience of counsel” supporting the settlement). In fact, the Settlement Agreement is the product of significant negotiations between the Debtors and Sonoco. Further, the Settlement Agreement reflects significant cost savings to the Debtors’ estates, including in regard to resolution of the 503(b)(9) Claim (which the Debtors would be required to pay in full to confirm a plan), as well as saving the estates from the cost of litigating claims with Sonoco in the future. The Settlement Agreement also contains terms acceptable to Zohar and the Committee, which lends additional support to the reasonableness of the settlement. Accordingly, the Settlement Agreement satisfied the standard set forth in In re Martin, 91 F.3d at 395. APPROVAL OF LIMITED NOTICE 16. The Debtors are providing notice of the Motion to: (a) the U.S. Trustee; (b) Zohar; (c) counsel for the Committee; and (d) all parties that have requested notice pursuant to Bankruptcy Rule 2002. The Debtors submit that, under the circumstances, including the costs to the estates of serving the Motion on all parties, no other or further notice is required.

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NO PRIOR REQUEST 17. No previous request for the relief sought herein has been made to this Court or any other court. WHEREFORE, the Debtors respectfully request that the Court enter the Order, substantially in the form attached hereto as Exhibit B, granting the relief requested in this Motion and such other and further relief as may be just and proper. Dated: May 5, 2021 Respectfully submitted, Wilmington, Delaware POLSINELLI PC /s/ Shanti M. Katona Christopher A. Ward (Del. Bar No. 3877) Shanti M. Katona (Del. Bar No. 5352) 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 cward@polsinelli.com skatona@polsinelli.com -and- BERNSTEIN, SHUR, SAWYER & NELSON, P.A. D. Sam Anderson (Admitted Pro Hac Vice) Adam R. Prescott (Admitted Pro Hac Vice) 100 Middle Street PO Box 9729 Portland, Maine 04104 Telephone: (207) 774-1200 Facsimile: (207) 774-1127 sanderson@bernsteinshur.com aprescott@bernsteinshur.com Counsel to the Debtors and Debtors in Possession

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