NewPage CORP Sample Contracts

NewPage Corporation 10% Senior Secured Notes due 2012 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on Schedule I hereto
NewPage CORP • December 28th, 2007 • Paper mills • New York

NewPage 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) $456.0 million in aggregate principal amount of its 10% Senior Secured Notes due 2012 specified above, which are unconditionally guaranteed by the Guarantors (as defined herein). 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 and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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NewPage Corporation unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on the signature pages hereto Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • October 5th, 2009 • NewPage CORP • Paper mills • New York

NewPage 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) $1.7 billion in aggregate principal amount of its 11.375% Senior Secured Notes due 2014 specified above, which are unconditionally guaranteed by the Guarantors (as defined herein). 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 and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT dated as of September 8, 2011 among NEWPAGE CORPORATION, a Debtor and a Debtor-in- Possession under Chapter 11 of the Bankruptcy Code, as Borrower, NEWPAGE HOLDING CORPORATION, NEWPAGE...
Credit and Guaranty Agreement • September 12th, 2011 • NewPage CORP • Paper mills • New York

This SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT, dated as of September 8, 2011 is entered into by and among NEWPAGE CORPORATION, a Delaware corporation, a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, as Borrower (“Borrower”), NEWPAGE HOLDING CORPORATION, a Delaware corporation (“Holdings”), NEWPAGE GROUP INC., a Delaware corporation (“SuperHoldCo”) and CERTAIN SUBSIDIARIES OF BORROWER, each a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, as Guarantors, the Lenders party hereto from time to time, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), JPMCB and WELLS FARGO CAPITAL FINANCE, LLC (“WFCF”), as Co-Collateral Agents (together with their permitted successors in such capacity, “Co-Collateral Agents” and each, a “Co-Collateral Agent”) and BARCLAYS CAPITAL (“Barclays Capital”),

Michael L. Marziale Commercial Point, OH 43116 RE: Employment Letter Agreement Dear Michael:
Letter Agreement • March 1st, 2007 • NewPage CORP • Paper mills • 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 AGREEMENT
Employment Agreement • April 19th, 2006 • NewPage CORP • Paper mills • New York

EMPLOYMENT AGREEMENT (“Agreement”) dated as of April 17, 2006 between NewPage Corporation (the “Company”) and Richard D. Willett, Jr. (the “Executive”) (together, the “Parties”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 28th, 2007 • NewPage CORP • Paper mills

The Amendment to the Employment Agreement (the “Amendment”), dated as of December 21, 2007 (the “Effective Date”) between NewPage Corporation (the “Company”) and George F. Martin (the “Executive”).

AMENDMENT NO. 3 TO EMPLOYMENT LETTER AGREEMENT
Employment Letter Agreement • March 2nd, 2009 • NewPage CORP • Paper mills

This Amendment No. 3 is made effective as of January 1, 2009, and modifies and amends the Employment Letter Agreement dated May 2, 2005, and previously amended Amendment No. 1 dated as of January 28, 2007 and by Amendment dated as of December 21, 2007 (collectively, the “Agreement”), between NewPage Corporation (“Company”) and Daniel A. Clark (“Executive”). Terms defined in the Agreement have the same meaning when used in this Amendment unless otherwise indicated. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, Company and Executive agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2008 • NewPage CORP • Paper mills • Ohio

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 8, 2008 between NEWPAGE CORPORATION (“Company”) and DAVID J. PRYSTASH (“Executive”). The Company and Executive agree as follows:

REVOLVING CREDIT PLEDGE AND SECURITY AGREEMENT dated as of December 21, 2007 between EACH OF THE GRANTORS PARTY HERETO and JPMorgan Chase Bank, N.A. as Collateral Agent
Pledge and Security Agreement • December 28th, 2007 • NewPage CORP • Paper mills • New York

This PLEDGE AND SECURITY AGREEMENT, dated as of December 21, 2007 (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”).

PRIORITY LIEN DEBT PLEDGE AND SECURITY AGREEMENT dated as of December 21, 2007 between EACH OF THE GRANTORS PARTY HERETO and THE BANK OF NEW YORK as Priority Lien Collateral Trustee
Priority Lien Debt • December 28th, 2007 • NewPage CORP • Paper mills • New York

This PRIORITY LIEN DEBT PLEDGE AND SECURITY AGREEMENT, dated as of December 21, 2007 (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”).

REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of December 21, 2007 among NEWPAGE CORPORATION, as Borrower, NEWPAGE HOLDING CORPORATION and CERTAIN SUBSIDIARIES OF NEWPAGE CORPORATION, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS...
Credit and Guaranty Agreement • December 28th, 2007 • NewPage CORP • Paper mills • New York

This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of December 21, 2007 is entered into by and among NEWPAGE CORPORATION, a Delaware corporation, as Borrower (“NewPageCo”), NEWPAGE HOLDING CORPORATION, a Delaware corporation (“NewPageHoldCo”), and CERTAIN SUBSIDIARIES OF NEWPAGECO, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Sole Lead Arranger, Sole Bookrunner and Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), UBS SECURITIES LLC (“UBSS”), as Co-Manager and Co-Syndication Agent (in such capacity, “Co-Syndication Agent”), BARCLAYS BANK PLC, as Co-Syndication Agent (in such capacity, “Co-Syndication Agent” and together with UBSS in its capacity as Co-Syndication Agent, collectively, the “Syndication Agent”), BARCLAYS CAPITAL, as Co-Manager, WAC

SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 28th, 2007 • NewPage CORP • Paper mills • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 21, 2007, among Stora Enso North America Inc., a Delaware corporation, Stora Enso North America Corp., a Wisconsin corporation, Stora Enso North America Canadian Sales, LLC, a Delaware limited liability company, and Stora Enso Port Hawkesbury Limited, a Nova Scotia company (each a “Guaranteeing Subsidiary”, and collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of NewPage Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and HSBC Bank USA, National Association, as trustee under the Indenture referred to below (the “Trustee”).

NEWPAGE CORPORATION Purchase Agreement (the "Agreement")
Purchase Agreement • September 23rd, 2009 • NewPage CORP • Paper mills

NewPage Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (each individually, a "Purchaser" and collectively, the "Purchasers") an aggregate of $1.7 billion principal amount of the Company's 11.375% Senior Secured Notes due 2014 (the "Securities") yielding approximately $1,598,000,000 of gross proceeds (after original issue discount, but before fees and expenses). The Securities are to be issued pursuant to an indenture (the "Indenture"), dated as of September 30, 2009, among the Company, the Guarantors identified on Schedule IV (each a "Guarantor," and collectively, the "Guarantors") and The Bank of New York Mellon, as trustee (the "Trustee"). The Securities will be unconditionally guaranteed as to the payment of principal, premium and interest (including special interest, if any) (the "Guarantees"), by the Guarantors.

EMPLOYMENT AGREEMENT
Employment Agreement • August 15th, 2011 • NewPage CORP • Paper mills • Ohio

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of June 3, 2011 between NEWPAGE CORPORATION (“Company”) and JAY A. EPSTEIN (“Executive”). The Company and Executive agree as follows:

AMENDED AND RESTATED FIBER SUPPLY AGREEMENT By and between CYPRESS CREEK, LLC and WICKLIFFE PAPER COMPANY December 16, 2005
Fiber Supply Agreement • March 24th, 2006 • NewPage CORP • Paper mills • Kentucky

THIS AMENDED AND RESTATED FIBER SUPPLY AGREEMENT, (this “Agreement”) dated as December 16, 2005, by and among CYPRESS CREEK, LLC (“Seller”) and WICKLIFFE PAPER COMPANY, a Delaware corporation (“Buyer”), amends and restates the Fiber Supply Agreement, dated as of May 2, 2005 (the “Original Agreement”), by and between ESCANABA TIMBER LLC, a Delaware limited liability company, (“Escanaba Timber”) and Buyer.

ASSET PURCHASE AGREEMENT between BRASCAN POWER INC., as Buyer, RUMFORD FALLS POWER COMPANY, as Seller, and RUMFORD PAPER COMPANY, as January 6, 2006
Asset Purchase Agreement • March 24th, 2006 • NewPage CORP • Paper mills • Maine

THIS AGREEMENT is made this 6th day of January, 2006 between BRASCAN POWER INC., an Ontario corporation (“Buyer”), RUMFORD FALLS POWER COMPANY, a Maine corporation (“Seller”) and, solely for purposes of Section 5.06, Section 7.05 and Section 9.05 of this Agreement, RUMFORD PAPER COMPANY, a Delaware Corporation (“Mill Owner”), under the following circumstances:

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 23rd, 2006 • NewPage CORP • Paper mills • New York

ASSET PURCHASE AGREEMENT, dated as of February 21, 2006, among NewPage Corporation, a Delaware corporation (“Parent”), Chillicothe Paper Inc., a Delaware corporation and a wholly-owned and direct subsidiary of Parent (the “Seller”), and P. H. Glatfelter Company, a Pennsylvania corporation (the “Purchaser”).

FIRST AMENDMENT TO TERM LOAN CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • February 24th, 2006 • NewPage CORP • Paper mills • New York

THIS FIRST AMENDMENT TO TERM LOAN CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of February 23, 2006 and is entered into by and among NEWPAGE CORPORATION, a Delaware corporation (the “Borrower”), NEWPAGE HOLDING CORPORATION, a Delaware corporation (“Holdings”), CERTAIN FINANCIAL INSTITUTIONS listed on the signature pages hereto (the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent, UBS SECURITIES LLC, as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent, and GSCP, as Administrative Agent (“Administrative Agent”) and, for purposes of Section IV hereof, the CREDIT SUPPORT PARTIES listed on the signature papers hereto, and is made with reference to that certain TERM LOAN CREDIT AND GUARANTY AGREEMENT dated as of May 2, 2005 (as amended through the date hereof, the “Credit Agreement”) by and among Borrower, Holdings, the subsidiaries of Borrower named therein, Lenders, Co-Syndication Agent

STUMPAGE AGREEMENT Between SCIOTO LAND COMPANY, LLC and CHILLICOTHE PAPER INC.
Stumpage Agreement • March 24th, 2006 • NewPage CORP • Paper mills

This Agreement is made as of December 16, 2005, by and between Scioto Land Company, LLC, a Delaware limited liability company (“Seller”), and Chillicothe Paper Inc., a Delaware corporation (“Buyer”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • NewPage CORP • Paper mills

This Amendment No. 1 is made effective as of January 1, 2009, and modifies and amends the Employment Agreement dated April 17, 2006 (the “Agreement”), between NewPage Corporation (“Company”) and Richard D. Willett II (“Executive”). Terms defined in the Agreement have the same meaning when used in this Amendment unless otherwise indicated. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, Company and Executive agree as follows:

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • NewPage CORP • Paper mills

This Amendment No. 1 is made effective as of January 1, 2009, and modifies and amends the Employment Agreement dated November 1, 2007 (the “Agreement”), between NewPage Corporation (“Company”) and Michael T. Edicola (“Executive”). Terms defined in the Agreement have the same meaning when used in this Amendment unless otherwise indicated. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, Company and Executive agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • November 4th, 2010 • NewPage CORP • Paper mills • Ohio

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 1, 2010 between NEWPAGE CORPORATION (“Company”) and LASZLO M. LUKACS (“Executive”). The Company and Executive agree as follows:

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October 6, 2005
Letter Employment Agreement • October 13th, 2005 • NewPage CORP • Paper mills • 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”):

FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • February 24th, 2006 • NewPage CORP • Paper mills • New York

THIS FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of September 23, 2005 and is entered into by and among NEWPAGE CORPORATION, a Delaware corporation (the “Borrower”), NEWPAGE HOLDING CORPORATION, a Delaware corporation (“Holdings”), CERTAIN FINANCIAL INSTITUTIONS listed on the signature pages hereto (the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent, UBS SECURITIES LLC, as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent, WACHOVIA CAPITAL MARKETS, LLC, as Co-Syndication Agent, BANK OF AMERICA, N.A., as Documentation Agent, JPMORGAN CHASE BANK, N.A., as Collateral Agent (“Collateral Agent”), and GSCP, as Administrative Agent (“Administrative Agent”) and, for purposes of Section IV hereof, the CREDIT SUPPORT PARTIES listed on the signature papers hereto, and is made with reference to that certain REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of May 2,

STUMPAGE AGREEMENT Between SCIOTO LAND COMPANY, LLC and WICKLIFFE PAPER COMPANY December 16, 2005
Stumpage Agreement • March 24th, 2006 • NewPage CORP • Paper mills

This Agreement is made as of December 16, 2005, by and between SCIOTO LAND COMPANY, LLC, a Delaware limited liability company (“Seller”) and WICKLIFFE PAPER COMPANY, a Delaware corporation (“Buyer”).

SEPARATION AGREEMENT
Separation Agreement • November 12th, 2008 • NewPage CORP • Paper mills • Ohio

THIS AGREEMENT (“Agreement”) is made as of September 8, 2008, among NEWPAGE CORPORATION (“Company”), NEWPAGE GROUP INC. (“NewPage Group”), and JASON W. BIXBY (“Executive”) to acknowledge and set forth the terms regarding the termination of Executive’s employment with the Company under the Employment Agreement between Executive and the Company dated December 18, 2006 (“Employment Agreement”), under the Executive Exchange and Restricted Stock Agreement between Executive and NewPage Group dated December 21, 2007 (“Stock Agreement”), and under the Non-Qualified Stock Option Agreement between Executive and NewPage Group dated December 21, 2007 (“Option Agreement”). Capitalized terms not defined in this Agreement are as defined in the Employment Agreement, the Stock Agreement or the Option Agreement, as applicable.

AMENDMENT NO. 1 TO EMPLOYMENT LETTER AGREEMENT
Employment Letter Agreement • March 1st, 2007 • NewPage CORP • Paper mills

This Amendment No. 1 is made effective as of January 28, 2007, and modifies and amends the Employment Letter Agreement dated May 2, 2005 (“Agreement”) between NewPage Corporation (“Company”) and James C. Tyrone (“Executive”). Terms defined in the Agreement have the same meaning when used in this Amendment unless otherwise indicated. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, Company and Executive agree as follows:

Amendment No. 4 to Employment Letter Agreement
Employment Letter Agreement • February 17th, 2011 • NewPage CORP • Paper mills

This Amendment No. 4 is made effective as of November 2, 2010, and modifies and amends the Employment Letter Agreement dated May 2, 2005, and previously amended Amendment No. 1 dated as of January 28, 2007, by Amendment dated as of December 21, 2007, and by Amendment No. 3 dated January 1, 2009 (collectively, the “Agreement”), between NewPage Corporation (“Company”) and Daniel A. Clark (“Executive”). Terms defined in the Agreement have the same meaning when used in this Amendment unless otherwise indicated. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, Company and Executive agree as follows:

Management, Operations and Maintenance Agreement NEWPAGE PORT HAWKESBURY CORP. – and – NOVA SCOTIA POWER INC. April 1, 2010
Maintenance Agreement • May 6th, 2010 • NewPage CORP • Paper mills • Nova Scotia

This Management, Operations and Maintenance Agreement (the “Agreement”) dated as of April 1, 2010 is made by and between NewPage Port Hawkesbury Corp., an unlimited company organized under the laws of Nova Scotia, with its principal place of business at Point Tupper, Nova Scotia (“Operator”) and Nova Scotia Power Inc., a company organized under the laws of Nova Scotia, with its principal place of business in Halifax, Nova Scotia (“Owner”); the Owner and the Operator are individually referred to herein as “Party” and collectively as “Parties”.

AMENDMENT NO. 1 TO EMPLOYMENT LETTER AGREEMENT
Employment Letter Agreement • March 1st, 2007 • NewPage CORP • Paper mills

This Amendment No. 1 is made effective as of January 28, 2007, and modifies and amends the Employment Letter Agreement dated November 1, 2005 (“Agreement”) between NewPage Corporation (“Company”) and Douglas K. Cooper (“Executive”). Terms defined in the Agreement have the same meaning when used in this Amendment unless otherwise indicated. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, Company and Executive agree as follows:

FOURTH AMENDMENT AND PERMITTED EXTENSION AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • January 19th, 2011 • NewPage CORP • Paper mills • New York

THIS FOURTH AMENDMENT AND PERMITTED EXTENSION AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of January 14, 2011, and is entered into by and among NEWPAGE CORPORATION, a Delaware corporation (“NewPageCo” or “Borrower”), NEWPAGE HOLDING CORPORATION, a Delaware corporation (“NewPageHoldCo”), the GUARANTORS listed on the signature pages hereto, CERTAIN FINANCIAL INSTITUTIONS listed on the signature pages hereto (each a “Lender” and collectively, the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as Administrative Agent (“Administrative Agent”) and is made with reference to that certain REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of December 21, 2007 (as amended by that certain First Amendment to Revolving Credit and Guaranty Agreement, dated as of September 11, 2009, that certain Second Amendment to Revolving Credit and Guaranty Agreement, dated as of January 28, 2010, and that certain Third Amendment to Revol

ASSET PURCHASE AGREEMENT BETWEEN NEWPAGE PORT HAWKESBURY CORP. – and – NOVA SCOTIA POWER INC. APRIL 1, 2010
Asset Purchase Agreement • May 6th, 2010 • NewPage CORP • Paper mills • Nova Scotia
NewPage Corporation December 21, 2007
NewPage CORP • March 25th, 2008 • Paper mills • New York

The purpose of this letter agreement (the “Agreement”) is to acknowledge and set forth the terms of our agreement regarding the termination of your employment under the Employment Agreement between NewPage Corporation (the “Company”) and you dated May 2, 2005 (the “Employment Agreement”). Capitalized terms not defined in this Agreement, shall have the definitions given to them in the Employment Agreement.

ASSET SALE AGREEMENT Between CONSOLIDATED WATER POWER CO., As Seller, And GREAT LAKES UTILITIES As Buyer Dated as of November 1, 2010
Asset Sale Agreement • November 4th, 2010 • NewPage CORP • Paper mills • Wisconsin

THIS ASSET SALE AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of November, 2010, by and between CONSOLIDATED WATER POWER COMPANY, a Wisconsin corporation (“Seller”), and GREAT LAKES UTILITIES, a Wisconsin municipal electric company (“Buyer”). In consideration of the representations, warranties and covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Parties agree as follows:

ASSET SALE AGREEMENT Between RUMFORD COGENERATION COMPANY LIMITED PARTNERSHIP And RUMFORD PAPER COMPANY, As Selling Parties, And REENERGY RUMFORD LLC, As Buyer Dated as of March 16, 2011
Asset Sale Agreement • May 12th, 2011 • NewPage CORP • Paper mills • Maine

THIS ASSET SALE AGREEMENT (“Agreement”) is made and entered into as of the 16th day of March, 2011, by and among RUMFORD COGENERATION COMPANY LIMITED PARTNERSHIP, a Maine limited partnership (“Seller”), RUMFORD PAPER COMPANY, a Delaware corporation (“RPC” and together with Seller, the “Selling Parties”), and REENERGY RUMFORD LLC, a Delaware limited liability company (“Buyer”). In consideration of the representations, warranties and covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Parties agree as follows:

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