AMENDMENT OF MEMORANDUM OF AGREEMENT YEARS 2003-2004 BASESTOCK SUPPLY AGREEMENT(effective as of June 27, 2002)

Exhibit 10.22.1

Note: The information designated by a bracketed asterisk [*] has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.

AMENDMENT OF

MEMORANDUM OF AGREEMENT

YEARS 2003-2004

BASESTOCK SUPPLY AGREEMENT (effective as of June 27, 2002)

For valuable consideration, the above-referenced agreement (herein “Agreement”) shall be and it is hereby amended as follows:

“Buyer shall be obligated to purchase from Seller, and Seller shall be obligated to sell to Buyer, not less than (i) 65,000 tons (2,000 lbs/ton), total, of the grades listed in Schedule 1 of this Amendment, in Agreement Year 2003 and (ii) 40,000 tons, total, of the grades listed in Schedule 1 of this amendment, in Agreement Year 2004. The volumes set forth above are hereinafter referred to as the “Annual Volume(s).

“Buyer’s purchases of the Opaque Grades listed in Schedule 1, shall be limited to not more than 20% of the Annual Volume, in Agreement year 2003; and not more than 25% of the Annual Volume in Agreement Year 2004.

“Buyer has the ability to purchase up to 10% additional volume per calendar quarter from Seller, given a 3-month notice to Seller. Seller will provide any additional tonnage at the same terms as stated in this Agreement.

“Additionally, Buyer agrees to purchase product (on or before March 31 of the Agreement Year in question), per section 7 below, required to bring the consignment inventory down to a maximum of 6,500 tons in 2003 and 4,000 tons in 2004. Any reduction in consignment inventory below these levels is in addition to the Buyer’s annual purchase commitment.

“Buyer will purchase and Seller will make available the obligatory volume utilizing a level load order pattern of equal monthly volumes unless mutually agreed to by Buyer and Seller otherwise. Adjustments for scheduled “Holiday Downs” will be planned and agreed to in advance.

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“This Agreement is effective as of December 30, 2002 and extends for two fiscal years ending on January 1, 2005. As utilized herein, the term “Agreement Year” refers to a fiscal year ending on the Saturday that is closest to December 31 in the year in question.”

“Seller agrees to maintain a consignment inventory of product. Seller will maintain as Seller’s inventory, a maximum of 6,500 tons in Agreement Year 2003 and 4,000 tons in Agreement Year 2004. Buyer/Seller agree, that as a result of year to year volume changes, the consignment inventory maximum will be decreased in volume by March 31, of the Agreement Year in question. Seller agrees to utilize Buyer’s leased warehouse space on Radio Road or other mutually agreed upon site. Seller also agrees to be responsible for the monthly warehouse rent for the space utilized to manage this consignment inventory at a cost not to exceed Buyer’s leased space rate. Product within this inventory will be purchased by and title transferred to Buyer, either when used, or, if not used, upon reaching 90 days in the consignment inventory.”

“Order minimums and run frequencies shall be a specified in Schedule 1 to this Agreement.”

“Except as noted elsewhere in this Agreement, pricing is per Schedule 1, for Agreement Year 2003; and Schedule 1, as respects Agreement Year 2004.

“Schedule 2 is provided for pricing adjustment of Opaque Grades for 2004.”

“All products shall meet or exceed the quality specifications as described in Buyer’s basestock/CF specification (including basestock finishing specifications) in effect on June 27, 2001 or thereafter adopted by mutual agreement of the parties.”

“Issues related to pricing, terms, service issues and other matters arising hereunder shall be coordinated by Buyer’s – HQ Procurement Specialist (currently Ed Hammond) and Seller’s Director of Logistics and Information Technology (currently Dan Regal).”

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Except as otherwise provided herein, all terms and conditions of the Agreement shall be and remain in full force and effect.

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SCHEDULE 1

All prices listed are per hundred weight pricing

All grades require 24 hour minimum run length unless mutually agree to between AC and API

All prices include freight to destination in the fox valley designated at time of shipment

SCHEDULE 2

2004 PRICE ADJUSTMENT FOR OPAQUE GRADES

Adjustments to Opaque pricing for 2004 will be based upon the Resource Information System, Inc. (RISI) average transaction price for Northern Bleached Softwood Kraft Pulp (NBSK) delivered to the United States as published in the RISI World Pulp Monthly Report.

EXAMPLE: