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Full title: Motion to Approve Compromise under Rule 9019 / Debtors' Motion for Entry of an Order (I) Approving Settlements with Central National Gottesman Inc. and Splice Solutions, Inc. 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 6/3/2021. (Attachments: # 1 Notice # 2 Exhibit A # 3 Exhibit B # 4 Exhibit C) (Katona, Shanti) (Entered: 05/20/2021)

Document posted on May 19, 2021 in the bankruptcy, 10 pages and 0 tables.

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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 settlements encompassed in: (i) that certain settlement agreement attached hereto as Exhibit A (the “CNG Agreement”) by and between the Debtors and Central National Gottesman Inc. (“CNG”); and (ii) that certain settlement agreement attached hereto as Exhibit B (the “Splice Agreement” and, together with the CNG Agreement, the “Settlement Agreements”)2 by and between the Debtors and Splice Solutions, Inc.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.Prior to the Petition Date, the Debtors and CNG engaged in numerous business transactions in which the Debtors sold various paper products to CNG, which generated certain accounts receivable owed by CNG to the Debtors. CNG also generated certain quality credit claims based on the products it purchased from the Debtors. 8.Except for the obligations contained in this Agreement, upon the Effective Date and payment by CNG of the Settlement Payment: (a) CNG releases and discharges 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, recoupments, 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 3As stated above, the Debtors have reached agreements with CNG and Splice to resolve various claims between the parties, and the Debtors seek approval of those compromises 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 SETTLEMENTS WITH CENTRAL NATIONAL GOTTESMAN INC. AND SPLICE SOLUTIONS, INC. 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 settlements encompassed in: (i) that certain settlement agreement attached hereto as Exhibit A (the “CNG Agreement”) by and between the Debtors and Central National Gottesman Inc. (“CNG”); and (ii) that certain settlement agreement attached hereto as Exhibit B (the “Splice Agreement” and, together with the CNG Agreement, the “Settlement Agreements”)2 by and between the Debtors and Splice Solutions, Inc. (“Splice”); 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: 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 Agreements (respectively). To save administrative expenses to the estates from multiple motions, the Debtors are seeking approval of both Settlement Agreements through this Motion.

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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. § 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.

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6. 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 (II) Granting Related Relief [Docket No. 273] (the “9019 Order”), and the 9019 Order became a final, non-appealable order on March 3, 2021. SUMMARY OF SETTLEMENT AGREEMENTS A. CNG Agreement. 7. Prior to the Petition Date, the Debtors and CNG engaged in numerous business transactions in which the Debtors sold various paper products to CNG, which generated certain accounts receivable owed by CNG to the Debtors. CNG also generated certain quality credit claims based on the products it purchased from the Debtors. 8. The Debtors have asserted that CNG owes the Debtors the amount of $115,438.40 for past-due invoices (the “Account Receivable”), and CNG has asserted that the Account Receivable is $113,799.36. The Debtors have also asserted that CNG improperly set off certain

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credits against $95,046.91 of additional accounts receivable owed to the Debtors, and CNG has asserted that it properly exercised its recoupment rights as to those credits. 9. Since early in the cases, the Debtors and CNG have worked to maintain their business relationship, while also resolving various disputes between the parties, including as to payment of the Account Receivable and the recoupment issue. As a result of those efforts, the Debtors and CNG agreed to the CNG Agreement as a global resolution of various claims between them. 10. The CNG Agreement includes, without limitation, the following key terms and conditions:3 Settlement Payment and Settlement Motion. The Debtors shall file with the Bankruptcy Court a motion pursuant to Bankruptcy Rule 9019 no later than five (5) business days after the date on which the Parties execute this Agreement (the “Settlement Motion”). CNG shall pay to the Debtors the amount of $117,000.00 (the “Settlement Payment”) in good and valid funds no later than seven (7) business days after the date on which CNG’s counsel receives notice from the Debtors’ counsel that 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 this Agreement, upon the Effective Date and payment by CNG of the Settlement Payment: (a) CNG releases and discharges 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, recoupments, 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 3 The following is a summary of the material terms of the CNG 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 CNG Agreement summarized herein and the actual terms set forth in the CNG Agreement, the CNG Agreement shall control.

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beginning of time to the date of this Agreement, including, but not limited to, the Account Receivable and any past or future quality credit claims or deductions; and (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 CNG and its current and former shareholders, officers, directors, agents, employees, representatives and attorneys, solely in their respective capacities for CNG, 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, recoupments, 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 Account Receivable and any liability for set off. Condition Precedent and Jurisdiction. The Parties expressly acknowledge that this [CNG] Agreement is conditioned on and subject to the Settlement Order becoming a final, non-appealable order. If this [CNG] 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 [CNG] Agreement shall be null and void and of no force or effect. B. Splice Agreement. 11. Prior to the Petition, the Debtors and Splice engaged in certain transactions in which Splice provided splicing products to the Debtors, and the Debtors made payments for those products. In the 90 days prior to the Petition Date, one or both of the Debtors transferred funds to Splice in the aggregate amount of $16,953.00 (the “Transfers”). Certain of the Transfers may be avoidable by the Debtors as preference payments pursuant to § 547 of the Bankruptcy Code, and Splice may have defenses to the avoidance of some or all of the Transfers. 12. On December 28, 2020, Splice filed Proof of Claim No. 41, asserting an administrative expense claim under § 503(b)(9) of the Bankruptcy Code in the amount of $5,676.80 and a general unsecured claim in the amount of $13,912.00 (together, the “Splice Claim”).

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13. In recent weeks, the Debtors sent a demand letter to Splice for repayment of the Transfers, and the parties then engaged in settlement discussions. As a result of those efforts, the Debtors and Splice agreed to the Splice Agreement as a global resolution of various claims between them. 14. The Splice Agreement includes, without limitation, the following key terms and conditions:4 Settlement Motion. The Debtors shall file with the Bankruptcy Court a motion pursuant to Bankruptcy Rule 9019 no later than five (5) business days after the date on which the Parties execute this Agreement (the “Settlement Motion”). Settlement Payment. Not more than seven (7) days after the order granting the Settlement Motion becomes a final, non-appealable order, the Debtors shall pay to Splice the amount of $2,838.40 (the “Settlement Payment”) in full and final satisfaction of the Splice Claim. Releases. Except for the obligations contained in this [Splice] Agreement, upon the Effective Date and payment of the Settlement Payment: (a) Splice releases and discharges 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, recoupments, 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 [Splice] Agreement, including, but not limited to, the Splice Claim; and (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 Splice and its current and former 4 The following is a summary of the material terms of the Splice 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 Splice Agreement summarized herein and the actual terms set forth in the Splice Agreement, the Splice Agreement shall control.

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shareholders, officers, directors, agents, employees, representatives and attorneys, solely in their respective capacities for Splice, 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, recoupments, 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 [Splice] Agreement, including, but not limited to, the Transfers. Condition Precedent and Jurisdiction. The Parties expressly acknowledge that this [Splice] Agreement is conditioned on and subject to the Settlement Order becoming a final, non-appealable order. If this [Splice] 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 [Splice] 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 [Splice] 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 15. As stated above, the Debtors have reached agreements with CNG and Splice to resolve various claims between the parties, and the Debtors seek approval of those compromises from this Court under § 105 of the Bankruptcy Code and Bankruptcy Rule 9019. 16. 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. 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

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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). 17. 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 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.”).

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18. Application of the foregoing standards to the circumstances of the Chapter 11 Cases strongly weighs in favor of approving the Settlement Agreements because they are in the best interests of the Debtors’ estates, their creditors, and all parties-in-interest. The Settlement Agreements were 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). Further, the Settlement Agreements reflect significant cost savings to the Debtors’ estates, including in regard to recovery of the Account Receivable and resolution of a 503(b)(9) claim, as well as saving the estates from the cost of litigating claims with the parties in the future. Accordingly, the Settlement Agreements satisfied the standard set forth in In re Martin, 91 F.3d at 395. APPROVAL OF LIMITED NOTICE 19. The Debtors are providing notice of the Motion to: (a) the U.S. Trustee; (b) Zohar; (c) counsel for the Committee; (d) counsel for Splice and CNG; and (e) 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. NO PRIOR REQUEST 20. No previous request for the relief sought herein has been made to this Court or any other court.

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WHEREFORE, the Debtors respectfully request that the Court enter the Order, substantially in the form attached hereto as Exhibit C, granting the relief requested in this Motion and such other and further relief as may be just and proper. Dated: May 20, 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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