VERSO PAPER HOLDINGS LLC and VERSO PAPER INC. as Issuers, and the Guarantors named herein Second Priority Adjustable Senior Secured Notes INDENTURE Dated as of August 1, 2014 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeSupplemental Indenture • August 7th, 2014 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
INDENTURE dated as of August 1, 2014 among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”), VERSO PAPER INC., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuer” and each an “Issuer”), the Guarantors (as defined herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of August 1, 2006, Among VERSO PAPER FINANCE HOLDINGS LLC, VERSO PAPER HOLDINGS LLC, as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, LEHMAN BROTHERS INC., as Syndication...Credit Agreement • August 14th, 2009 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
WHEREAS, Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, the “Fund”) have indirectly formed Holdings and the Borrower for the purpose of entering into that certain Agreement of Purchase and Sale by and among International Paper Company, a New York corporation (the “Seller”), CMP Investments LP, a Delaware limited partnership, and the Borrower, dated as of June 4, 2006 (as amended or supplemented as of the date hereof, the “Purchase Agreement”), pursuant to which the Borrower will acquire (the “Acquisition”), directly or indirectly, the catalog and magazine paper business of the Seller upon the terms and conditions set forth therein (the business so purchased, the “Acquired Business”); and
FIRST AMENDMENT TO CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • January 2nd, 2009 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)
This First Amendment to Confidentiality and Non-Competition Agreement (this “Amendment”) is made and entered into as of December 31, 2008, by and between Verso Paper Holdings LLC, a Delaware limited liability company (“Verso Paper”), and Robert P. Mundy (“Employee”).
COLLATERAL AGREEMENT Dated as of January 7, 2015, among VERSO PAPER HOLDINGS LLC, as Company, each other PLEDGOR identified herein, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral AgentCollateral Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
COLLATERAL AGREEMENT dated as of January 7, 2015 (this “Agreement”), among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”), each Subsidiary of the Company identified on Schedule I or otherwise identified herein as a party (each, a “Subsidiary Party”), and Wilmington Trust, National Association, as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties (as defined below).
VERSO PAPER HOLDINGS LLC and VERSO PAPER INC. as Issuers, and the Guarantors named herein 11.75% Senior Secured Notes due 2019 INDENTURE Dated as of January 7, 2015 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeCollateral Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
INDENTURE dated as of January 7, 2015 among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”), VERSO PAPER INC., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers” and each an “Issuer”), the Guarantors (as defined herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF VERSO PAPER MANAGEMENT LP February 26, 2008Limited Partnership Agreement • March 12th, 2008 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) OF VERSO PAPER MANAGEMENT LP, formerly known as CMP Management LP (the “Partnership”), is made and entered into as of February 26, 2008, by and among Verso Paper Investments LP (formerly known as CMP Investments LP), a Delaware limited partnership (“Verso Paper Investments”), as the General Partner and as a Limited Partner, and the Management Limited Partners, each as a Limited Partner. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article II.
ContractFirst Supplemental Indenture • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 7, 2015, among NEWPAGE HOLDINGS INC. (the “New Guarantor”), a subsidiary of VERSO PAPER HOLDINGS LLC (or its successor), a Delaware limited liability corporation (the “Company”), VERSO PAPER INC., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENT NO. 1 TO GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)
SUPPLEMENT NO. 1 dated as of January 7, 2015 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of May 4, 2012 (the “Guarantee and Collateral Agreement”), among VERSO PAPER FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”) each Subsidiary of the Company identified on Schedule I or otherwise identified therein as a party (each, a “Subsidiary Party”), and CITIBANK, N.A., as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) for the Secured Parties (as defined therein).
SUPERPRIORITY SENIOR DEBTOR-IN-POSSESSION ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of January 26, 2016, Among NEWPAGE INVESTMENT COMPANY LLC, a debtor and a debtor-in-possession, as Holdings, NEWPAGE CORPORATION, a debtor and a...Credit Agreement • January 28th, 2016 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This SUPERPRIORITY SENIOR DEBTOR-IN-POSSESSION ASSET-BASED REVOLVING CREDIT AGREEMENT dated as of January 26, 2016 (this “Agreement”), is by and among NEWPAGE INVESTMENT COMPANY LLC, a Delaware limited liability company and a debtor and debtor-in-possession (“Holdings”), NEWPAGE CORPORATION, a Delaware corporation and a debtor and debtor-in-possession (the “Borrower”), EACH OF THE SUBSIDIARIES OF THE BORROWER party hereto, each a debtor and debtor-in-possession, as Subsidiary Loan Parties, the LENDERS party hereto from time to time, BARCLAYS BANK PLC (“Barclays”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, Barclays as collateral agent (in such capacity, the “Collateral Agent), BMO HARRIS BANK N.A. (“BMO”) as co-collateral agent (in such capacity, the “Co-Collateral Agent”) for the Secured Parties, WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”), and BARCLAYS BANK PLC, BMO CAPITAL MARKE
SUPPLEMENT NO. 1 dated as of January 7, 2015 (this “Supplement”), to the Amended and Restated Collateral Agreement dated as of August 1, 2014 (the “Collateral Agreement”), among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the...Collateral Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of January 26, 2016 Among VERSO PAPER FINANCE HOLDINGS LLC, a Debtor and Debtor-in- Possession under Chapter 11 of the Bankruptcy Code, as Holdings, VERSO PAPER HOLDINGS LLC, a...Possession Credit Agreement • January 28th, 2016 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of January 26, 2016 (this “Agreement”), among VERSO PAPER FINANCE HOLDINGS LLC, a Delaware limited liability company and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code (“Holdings”), VERSO PAPER HOLDINGS LLC, a Delaware limited liability company and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, (the “Borrower”), EACH OF THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, each a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as Subsidiary Loan Parties, the LENDERS party hereto from time to time and CITIBANK, N.A. (“Citi”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
JOINDER AND SUPPLEMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This Joinder and Supplement to the Intercreditor Agreement (this “Agreement”), dated as of January 7, 2015 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as trustee (the “New Senior-Priority Agent”) pursuant to that certain Indenture dated as of the date hereof with respect to the issuance of the Company’s new 11.75% Senior Secured Notes due 2019 (the “New Notes Indenture”), (ii) the Intercreditor Agent, (iii) the Second-Priority Designated Agent, (iv) Holdings, (v) the Company, (vi) each Subsidiary of the Company listed on Schedule I hereto, and (vii) NewPage Holdings Inc. (the “New Subsidiary”) has been entered into (A) to record the accession of the New Senior-Priority Agent as an additional Senior-Priority Agent in respect of Future First-Lien Indebtedness under the Intercreditor Agreement on behalf of the holders (the “New Lenders”) of the notes issued under the New Notes Indenture, (B) with respect to the Liens securing certain Obligations as set
SUPPLEMENT NO. 1 dated as of January 7, 2015 (this “Supplement”), to the Collateral Agreement dated as of August 1, 2014 (the “Collateral Agreement”), among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”), VERSO PAPER...Collateral Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)
JOINDER AND SUPPLEMENT AGREEMENT (Other First-Priority Lien Obligations)Joinder and Supplement Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This Agreement is supplemental to that certain Senior Lien Intercreditor Agreement, dated as of May 4, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among the parties (other than the New Trustee and the New Collateral Agent and the New Subsidiary) referred to above. This Agreement has been entered into to record the accession of the New Trustee as Other First-Priority Lien Obligations Administrative Agent under the Intercreditor Agreement, to record the accession of the New Collateral Agent as an Other First-Priority Lien Obligations Collateral Agent under the Intercreditor Agreement, and to record the accession of the New Subsidiary as a subsidiary of the Company under the Intercreditor Agreement.
AMENDMENTVerso Paper Holdings LLC • April 14th, 2016 • Converted paper & paperboard prods (no contaners/boxes) • New York
FIRST AMENDMENT dated as of March 31, 2016 (this “Amendment”) to the Superpriority Secured Debtor-in-Possession Credit Agreement dated as of January 26, 2016 (the “Credit Agreement”) among Verso Paper Finance Holdings LLC, a Delaware limited liability company and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code (“Holdings”), Verso Paper Holdings LLC, a Delaware limited liability company and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, (the “Borrower”), each of the subsidiaries of the Borrower party thereto, each a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as Subsidiary Loan Parties, the Lenders party thereto from time to time and Citibank, N.A., as Administrative Agent for the Lenders.
ContractThird Supplemental Indenture • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 7, 2015, among NEWPAGE HOLDINGS INC. (the “New Guarantor”), a subsidiary of VERSO PAPER HOLDINGS LLC (or its successor), a Delaware limited liability corporation (the “Company”), VERSO PAPER INC., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
JOINDER AND SUPPLEMENT NO. 6 to INTERCREDITOR AGREEMENTIntercreditor Agreement • August 7th, 2014 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This Joinder and Supplement No. 6 to the Intercreditor Agreement (this “Agreement”), dated as of August 1, 2014 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as trustee (the “New Trustee”) pursuant to that certain Indenture dated as of the date hereof (the “New Indenture”) among the Company, Verso Paper Inc. (together with the Company, the “Issuers”), the guarantors party thereto and the New Trustee, (ii) Holdings, (iii) the Issuers and (iv) each Subsidiary of the Issuers listed on Schedule I hereto, has been entered into to (A) record the accession of the New Trustee as an additional Second-Priority Agent in respect of Future Second-Lien Indebtedness under the Intercreditor Agreement on behalf of the holders of the Second-Priority Adjustable Senior Secured Notes (the “New Notes”) issued under the New Indenture, (B) with respect to the Liens securing certain Obligations as set forth below, to confirm and evidence that such Liens shall, for purposes of
ContractFirst Supplemental Indenture • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 7, 2015, among NEWPAGE HOLDINGS INC. (the “New Guarantor”), a subsidiary of VERSO PAPER HOLDINGS LLC (or its successor), a Delaware limited liability corporation (the “Company”), VERSO PAPER INC., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the indenture referred to below (the “Trustee”).
AMENDED AND RESTATED COLLATERAL AGREEMENT Dated as of August 1, 2014 (originally dated as of May 11, 2012) among VERSO PAPER HOLDINGS LLC, as Company, each other PLEDGOR identified herein, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral AgentCollateral Agreement • August 7th, 2014 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)
WHEREAS, pursuant to the Collateral Agreement (the “Original Collateral Agreement”), dated as of May 11, 2012 by and among the Issuers, the Subsidiary Parties and the Collateral Agent, the Pledgors, in order to induce the Secured Party to enter into certain transactions, assigned and pledged the Collateral (as defined in the Original Collateral Agreement) to secure the Obligations.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VERSO PAPER HOLDINGS LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • March 12th, 2008 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of VERSO PAPER HOLDINGS LLC (the "Company") is effective as of January 25, 2007.
Executive Employees CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • March 12th, 2008 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
same; quality control procedures and equipment; identification, selection, generation and propagation of tree species having improved characteristics; forest resource management; innovation and improvement to manufacturing and converting processes such as shipping, pulping bleaching chemical recovery papermaking, coating and calendaring processes and in equipment for use in such processes; reduction and remediation of environmental discharges; minimization or elimination of solid and liquid waste; use and optimization of raw materials in manufacturing processes; recycling and manufacture paper products; recycling of other paper or pulp products; energy conservation; computer software and application of computer controls to manufacturing and quality control operations and to inventory control; radio frequency identification and its use in paper and packaging products; and product process improvement development or evaluation; and (iii) information about methods, techniques, products equ
CREDIT AGREEMENT Dated as of May 5, 2014, Among VERSO MAINE POWER HOLDINGS LLC, as Holdings, VERSO ANDROSCOGGIN POWER LLC, as Borrower, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, BARCLAYS BANK PLC, as Collateral Agent, andContribution Agreement • May 7th, 2014 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • Maine
This CREDIT AGREEMENT dated as of May 5, 2014 (this “Agreement”), by and among VERSO MAINE POWER HOLDINGS LLC, a Delaware limited liability company (“Holdings”), VERSO ANDROSCOGGIN POWER LLC, a Delaware limited liability company (“Androscoggin Power” or the “Borrower”), the LENDERS party hereto from time to time, and BARCLAYS BANK PLC (“Barclays”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties, and Barclays and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers and joint book runners (each in such capacity, a “Joint Lead Arranger”).
WARRANT AGREEMENT Dated as of August 1, 2014 between VERSO PAPER CORP. and REGISTRAR & TRANSFER CO. as Warrant Agent Warrants for Common StockWarrant Agreement • August 7th, 2014 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
WARRANT AGREEMENT, dated as of August 1, 2014 (this “Agreement”), between Verso Paper Corp., a Delaware corporation (the “Company”), and Registrar & Transfer Co., as warrant agent (the “Warrant Agent”).
JOINDER AND SUPPLEMENT AGREEMENTJoinder and Supplement Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
Pursuant to that certain indenture, dated as of the date hereof (the “New Indenture”), with respect to the Company’s new 11.75% senior secured notes due 2019 (the “New Notes”) by and among (i) the Company, (ii) Holdings, (iii) the guarantors party thereto, (iv) the Intercreditor Agent, and (v) the New Trustee as trustee and as collateral agent, and the other parties signatory thereto, Holdings and the Company issued the New Notes.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • August 7th, 2014 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) dated as of August 1, 2014, among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”), VERSO PAPER INC., a Delaware corporation (together with the Company, the “Issuers”), the GUARANTORS party thereto (the “Guarantors”), and WILMINGTON TRUST COMPANY, as trustee under the Indenture referred to below (the “Trustee”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • January 27th, 2016 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 26, 2016 (the “Agreement Effective Date”), by and among the following parties:
SUPERPRIORITY SENIOR DEBTOR-IN-POSSESSION TERM LOAN AGREEMENT Dated as of January 26, 2016, Among NEWPAGE INVESTMENT COMPANY LLC, a debtor and a debtor- in-possession, as Holdings, NEWPAGE CORPORATION, a debtor and a debtor-in- possession, as the...Loan Agreement • January 28th, 2016 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This SUPERPRIORITY SENIOR DEBTOR-IN-POSSESSION TERM LOAN AGREEMENT dated as of January 26, 2016 (this “Agreement”), is by and among NEWPAGE INVESTMENT COMPANY LLC, a Delaware limited liability company and a debtor and debtor-in-possession (“Holdings”), NEWPAGE CORPORATION, a Delaware corporation and a debtor and debtor-in-possession (the “Borrower”), EACH OF THE SUBSIDIARIES OF THE BORROWER party hereto, each a debtor and debtor-in-possession, as Subsidiary Loan Parties, the LENDERS party hereto from time to time, BARCLAYS BANK PLC (“Barclays”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders and other Secured Parties, and BARCLAYS BANK PLC, as lead arranger and bookrunner (in such capacities, the “Lead Arranger”).
SHARED SERVICES AGREEMENT by and among VERSO PAPER CORP., NEWPAGE HOLDINGS INC. and NEWPAGE CORPORATION Dated as of January 7, 2015Shared Services Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
Shared Services Agreement (the “Agreement”), dated as of January 7, 2015, by and among Verso Paper Corp., a Delaware corporation (“Verso”), NewPage Holdings Inc., a Delaware corporation (“NewPage Parent”), and NewPage Corporation, a Delaware corporation (“NewPage”) (each of NewPage and Verso, a “Primary Party” and collectively the “Primary Parties”) (collectively, the “Parties”). Capitalized terms have the meanings set forth in Article I.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 2nd, 2009 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)
This Second Amendment to Employment Agreement (this “Amendment”) is made and entered into as of December 31, 2008, by and between Mike Jackson (the “Executive”) and Verso Paper Holdings LLC, a Delaware limited liability company (together with any of its subsidiaries and affiliates as may employ the Executive from time to time and any successor(s) thereto, the “Company”).
JOINDER AND SUPPLEMENT NO. 7 to INTERCREDITOR AGREEMENTIntercreditor Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This Joinder and Supplement No. 7 to the Intercreditor Agreement (this “Agreement”), dated as of January 7, 2015 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as trustee (the “New Trustee”) pursuant to that certain Indenture dated as of the date hereof (the “New Indenture”) among the Company, Verso Paper Inc. (together with the Company, the “Issuers”), the guarantors party thereto and the New Trustee, (ii) Holdings, (iii) the Intercreditor Agent, (iv) the New Second Lien Notes Trustee, (v) the Issuers, (vi) each Subsidiary of the Issuers listed on Schedule I hereto and (vii) NewPage Holdings LLC, a Delaware limited liability company (the “New Subsidiary”), has been entered into to (A) record the accession of the New Subsidiary as a party to the Intercreditor Agreement, (B) record the accession of the New Trustee as an additional Senior-Priority Agent in respect of Future First-Lien Indebtedness under the Intercreditor Agreement on behalf of the holder
NOTICE AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 8th, 2016 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
THIS NOTICE AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of March 3, 2016 and is entered into by any among NEWPAGE INVESTMENT COMPANY LLC, a Delaware limited liability company and a debtor and debtor-in-possession (“Holdings”), NEWPAGE CORPORATION, a Delaware corporation and a debtor and debtor-in-possession (the “Borrower”), EACH OF THE SUBSIDIARIES OF THE BORROWER party hereto, each a debtor and debtor-in-possession, as Subsidiary Loan Parties, the LENDERS party hereto, and BARCLAYS BANK PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties.
