May 2, 2005Letter Agreement • October 31st, 2005 • NewPage Holding CORP • New York
This letter agreement (“Agreement”) is being delivered to you (“Executive”) in connection with your employment with NewPage Corporation (hereinafter referred to as the “Company”). The terms of your employment are as set forth below, effective upon the Closing Date (as defined under the Equity and Purchase Agreement (the “Purchase Agreement”) by and between Escanaba Timber LLC (f/k/a Maple Acquisition LLC) and MeadWestvaco Corporation dated as of January 14, 2005, as amended) (the “Effective Date”):
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2005 • NewPage Holding CORP • New York
EMPLOYMENT AGREEMENT (“Agreement”) dated as of May 2, 2005 between NewPage Corporation (the “Company”) and Peter H. Vogel (the “Executive”) (together, the “Parties”).
REVOLVING CREDIT PLEDGE AND SECURITY AGREEMENT dated as of May 2, 2005 between EACH OF THE GRANTORS PARTY HERETO and JPMorgan Chase Bank, N.A. as Collateral AgentPledge and Security Agreement • October 31st, 2005 • NewPage Holding CORP • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of May 2, 2005 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).
EQUITY AND ASSET PURCHASE AGREEMENT BY AND BETWEEN MEADWESTVACO CORPORATION AND MAPLE ACQUISITION LLC Dated as of January 14, 2005Equity and Asset Purchase Agreement • October 31st, 2005 • NewPage Holding CORP • New York
EQUITY AND ASSET PURCHASE AGREEMENT, dated as of:January 14, 2005 (this “Agreement”), by and between Maple Acquisition LLC, a Delaware limited liability company (“Purchaser”), and MeadWestvaco Corporation, a Delaware corporation (“Seller”).
PRIORITY LIEN DEBT PLEDGE AND SECURITY AGREEMENT dated as of May 2, 2005 between EACH OF THE GRANTORS PARTY HERETO and THE BANK OF NEW YORK as Priority Lien Collateral TrusteePriority Lien Debt • October 31st, 2005 • NewPage Holding CORP • New York
This PRIORITY LIEN DEBT PLEDGE AND SECURITY AGREEMENT, dated as of May 2, 2005 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and THE BANK OF NEW YORK, a New York banking corporation, as collateral trustee for the Secured Parties (as herein defined) (in such capacity as collateral trustee, the “Priority Lien Collateral Trustee”).
FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENTEquity and Asset Purchase Agreement • October 31st, 2005 • NewPage Holding CORP
THIS FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT, dated as of April 22, 2005 (this “Amendment”), is made and entered into by and between MeadWestvaco Corporation, a Delaware corporation (“Seller”), and Escanaba Timber LLC (formerly known as Maple Acquisition LLC), a Delaware limited liability company (“Purchaser”). Capitalized terms used herein but otherwise not defined shall have the meaning given to such terms in the Purchase Agreement (as defined below).
ALLOCATION AND SERVICES AGREEMENTAllocation and Services Agreement • October 31st, 2005 • NewPage Holding CORP • New York
THIS ALLOCATION AND SERVICES AGREEMENT (the “Agreement”), effective as of April 30, 2005, is made by and between Escanaba Timber LLC (formerly known as Maple Acquisition LLC), a Delaware limited liability company (“Escanaba”), and NewPage Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Escanaba (“NewPage”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 31st, 2005 • NewPage Holding CORP • New York
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of May 2, 2005, and entered into by and among NewPage Corporation (the “Company”), NewPage Holding Corporation (“Holdings”), certain subsidiaries of the Company (the “Subsidiary Guarantors” and together with Holdings, the “Guarantors”), JPMorgan Chase Bank, in its capacity as collateral agent for the Revolving Credit Lenders (including its successors and assigns from time to time, the “Revolving Credit Agent”) and The Bank of New York, in its capacity as collateral trustee (including its successors and assigns from time to time, the “Collateral Trustee”) for (i) Goldman Sachs Credit Partners L.P., in its capacity as agent for the First Lien Term Loan Lenders (including its successors and assigns from time to time, the “First Lien Term Loan Agent”), and the First Lien Term Loan Lenders, (ii) the Trustees for the Noteholders and the Noteholders, and (iii) any future Parity Lien Representative, Parity Lien Claimholders, Priority Lien
October 6, 2005Letter Employment Agreement • October 31st, 2005 • NewPage Holding CORP • New York
This letter employment agreement (“Agreement”) is being delivered to you (“Executive”) in connection with your employment with NewPage Corporation (hereinafter referred to as the “Company”). Subject to your successfully passing a pre-employment drug screen and background check, the terms of your employment are as set forth below, effective upon November 1, 2005 (the “Effective Date”):
SECOND AMENDMENT TOEquity and Asset Purchase Agreement • October 31st, 2005 • NewPage Holding CORP
THIS SECOND AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT, dated as of April 30, 2005 (this “Amendment”), is made and entered into by and between MeadWestvaco Corporation, a Delaware corporation (“Seller”), and Escanaba Timber LLC (formerly known as Maple Acquisition LLC), a Delaware limited liability company (“Purchaser”). Capitalized terms used herein but otherwise not defined shall have the meaning given to such terms in the Purchase Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • October 31st, 2005 • NewPage Holding CORP • New York
This Consulting Agreement (the “Agreement”), dated this 2nd day of May, 2005 is by and between NewPage Corporation (the “Company”) and Mark Suwyn (the “Consultant”).
Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • October 31st, 2005 • NewPage Holding CORP • New York
NewPage Holding Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) of $125,000,000 in aggregate principal amount of Floating Rate Senior Unsecured PIK Notes due 2013. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
NewPage Holding Corporation Floating Rate Senior Unsecured PIK Notes due 2013 Purchase AgreementPurchase Agreement • October 31st, 2005 • NewPage Holding CORP • New York
NewPage Corporation, a Delaware corporation (“OpCo”) and a wholly-owned Subsidiary (as defined in the Indenture (as defined herein)) of the Company, was created to effect the acquisition (the “Acquisition”) of the Coated and Carbonless Papers Group of MeadWestvaco (the “Papers Group”) from MeadWestvaco, pursuant to an Equity and Asset Purchase Agreement dated as of January 14, 2005, as amended (the “Acquisition Agreement”), between MeadWestvaco and Maple Acquisition LLC (now known as Escanaba Timber LLC) (“Escanaba Timber”). OpCo will purchase the Papers Group and Escanaba Timber will purchase the timber business and related assets of MeadWestvaco. The Acquisition will be partially financed with (i) credit facilities to consist of (a) up to $750.0 million under a senior secured term loan facility of OpCo (the “Term Facility”) and (b) borrowings under a $350.0 million senior secured asset-based revolving facility of OpCo (together with the Term Facility, the “Credit Facilities”); (ii) t
