Verso Paper Corp. Sample Contracts

VERSO CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent RIGHTS AGREEMENT Dated as of June 17, 2019
Rights Agreement • June 20th, 2019 • Verso Corp • Paper mills • Delaware

Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above).

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CREDIT AGREEMENT Dated as of May 4, 2012, Among VERSO PAPER FINANCE HOLDINGS LLC, as Holdings, VERSO PAPER HOLDINGS LLC, as Borrower, EACH OF THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Subsidiary Loan Parties, THE LENDERS PARTY HERETO,...
Credit Agreement • May 9th, 2012 • Verso Paper Corp. • Paper mills • New York

This CREDIT AGREEMENT dated as of May 4, 2012 (this “Agreement”), among VERSO PAPER FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Subsidiary Loan Parties, the LENDERS party hereto from time to time, CITIBANK, N.A. (“Citi”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK PLC and CREDIT SUISSE SECURITIES (USA) LLC, as co-syndication agents (in such capacity, the “Syndication Agents”).

VERSO PAPER HOLDINGS LLC and VERSO PAPER INC. as Issuers, and the Guarantors named herein Adjustable Senior Subordinated Notes INDENTURE Dated as of August 1, 2014 WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee
Indenture • August 7th, 2014 • Verso Paper Corp. • Paper mills • 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”).

AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 3, 2009, 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...
Credit Agreement • August 6th, 2009 • Verso Paper Corp. • Paper mills • New York

This AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 3, 2009 (this “Agreement”), among VERSO PAPER FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, LEHMAN BROTHERS INC., as syndication agent (in such capacity, the “Syndication Agent”), and CITIGROUP GLOBAL MARKETS INC. and BANC OF AMERICA SECURITIES LLC, as co-documentation agents (in such capacities, the “Documentation Agents”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 11th, 2021 • Verso Corp • Paper mills • New York

This ASSET-BASED REVOLVING CREDIT AGREEMENT dated as of July 15, 2016, as amended as of the Amendment One Effective Date (as defined below), and as further amended as of the Amendment Two Effective Date (as defined below), and as further amended as of the Amendment Three Effective Date (as defined below), is by and among VERSO HOLDING LLC, a Delaware limited liability company (“Holdings”), VERSO PAPER HOLDING LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE OTHER LOAN PARTIES party hereto, the LENDERS party hereto from time to time, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), CITIZENS BANK, NATIONAL ASSOCIATION, REGIONS BANK N.A. and SUNTRUST BANK, as documentation agents (in such capacity, the “Documentation Agents”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIZENS BANK, NATIONAL ASSOCIATION, REGIONS BANK N.A. and SUNTRUST ROBINSON HUMPHREY, INC., as joint le

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 19th, 2016 • Verso Corp • Paper mills • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 15, 2016, by and among Verso Corporation, a Delaware corporation (the “Company”), and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto (each a “Claimholder” and collectively, the “Claimholders”).

REGISTRATION RIGHTS AGREEMENT by and among Verso Paper Holdings LLC Verso Paper Inc. the subsidiaries of Verso Paper Holdings LLC party hereto and Citigroup Global Markets Inc. as Exchange Agent Dated as of January 31, 2013
Registration Rights Agreement • February 4th, 2013 • Verso Paper Corp. • Paper mills • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2013, by and among Verso Paper Holdings LLC, a Delaware limited liability company (the “Company”), Verso Paper Inc., a Delaware corporation (the “Co-Issuer”), the subsidiaries of the Company listed on Schedule A hereto (collectively, the “Guarantors”) and Citigroup Global Markets Inc. (the “Exchange Agent”), who has agreed to act as exchange agent, pursuant to the Exchange Agent Agreement (as defined below), for the exchange by the Holdco Lenders (as defined below) of the Holdco Loans (as defined below) set forth in Schedule A to each Exchange Agreement (as defined below) for newly issued 11.75% Senior Secured Notes due 2019 (the “Initial Notes”) issued by the Company and the Co-Issuer and fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.” The exchan

18,750,000 Shares VERSO PAPER CORP. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 5th, 2008 • Verso Paper Corp. • Paper mills • New York
VERSO PAPER CORP. INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 28th, 2008 • Verso Paper Corp. • Paper mills • Delaware

This Indemnification Agreement (“Agreement”) is effective as of , 2008 by and between VERSO PAPER CORP., a Delaware corporation (the “Company”), and (“Indemnitee”).

WARRANT AGREEMENT
Warrant Agreement • July 19th, 2016 • Verso Corp • Paper mills • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 15, 2016, is by and among reorganized Verso Corporation, a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company N.A., a federally chartered trust company, collectively as warrant agent (together with their respective successors and assigns, the “Warrant Agent”).

INTERCREDITOR AGREEMENT dated as of May 11, 2012 among CITIBANK, N.A., as Intercreditor Agent, CITIBANK, N.A., as Administrative Agent under the ABL Credit Agreement, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent under the Cash Flow...
Intercreditor Agreement • May 15th, 2012 • Verso Paper Corp. • Paper mills • New York

INTERCREDITOR AGREEMENT (this “Agreement”) dated as of May 11, 2012, among CITIBANK, N.A., as Intercreditor Agent, CITIBANK, N.A., as administrative agent under the ABL Credit Agreement referred to herein (together with its successors in substantially the same capacity as may from time to time be appointed, the “ABL Credit Agreement Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent under the Cash Flow Credit Agreement referred to herein (together with its successors in substantially the same capacity as may from time to time be appointed, the “Cash Flow Credit Agreement Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the 2019 First-Lien Notes Indenture referred to herein (together with its successors in substantially the same capacity as may from time to time be appointed, the “2019 First-Lien Notes Trustee”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee and collateral agent under the 1-1/2 Lien Notes Indenture referred to herein (togethe

THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 9th, 2012 • Verso Paper Corp. • Paper mills • New York

INDENTURE dated as of August 1, 2006 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 COMPANY, a national banking association, as trustee (the “Trustee”).

AGREEMENT AND PLAN OF MERGER by and among VERSO PAPER CORP., VERSO MERGER SUB INC., and NEWPAGE HOLDINGS INC. Dated as of January 3, 2014
Agreement and Plan of Merger • January 6th, 2014 • Verso Paper Corp. • Paper mills • New York

AGREEMENT AND PLAN OF MERGER, dated as of January 3, 2014 (this “Agreement”), by and among VERSO PAPER CORP., a Delaware corporation (“Parent”), VERSO MERGER SUB INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”) and NEWPAGE HOLDINGS INC., a Delaware corporation (the “Company”).

SEVERANCE AGREEMENT
Severance Agreement • February 28th, 2022 • Verso Corp • Paper mills • Ohio

This SEVERANCE AGREEMENT (“Agreement”) is made and entered into on August 16, 2021, by and between Verso Corporation (“Verso”), a Delaware corporation, and Aaron D. Haas, an individual (“Employee”). This agreement, together with the “Restrictive Covenant Agreement” referenced below replaces the “Employment Agreement” entered into effective March 13, 2020.

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
Confidentiality and Non-Competition Agreement • April 2nd, 2008 • Verso Paper Corp. • Paper mills • Delaware

This Confidentiality and Non-Competition Agreement (this “Agreement”) is entered into as of January 1, 2008, by and between Verso Paper Holdings LLC, a Delaware limited liability company (“Verso Paper”), and Peter H. Kesser (“Employee”), to allow Employee to have access to certain valuable competitive information and business relationships of Verso Paper while also providing protection for such information and relationships.

COLLATERAL AGREEMENT 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 Agent
Collateral Agreement • May 15th, 2012 • Verso Paper Corp. • Paper mills

COLLATERAL AGREEMENT dated as of May 11, 2012 (this “Agreement”), among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”), VERSO PAPER INC. (“Finance Co” and, together with the Company, the “Issuers”), 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 FORM OF INDENTURE Dated as of [ ], 2014 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
Collateral Agreement • January 6th, 2014 • Verso Paper Corp. • Paper mills • New York

INDENTURE dated as of [ ], 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 “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, 2008
Limited Partnership Agreement • April 2nd, 2008 • Verso Paper Corp. • Paper mills • 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.

COLLATERAL AGREEMENT Dated and effective as of August 1, 2014, among VERSO PAPER HOLDINGS LLC, VERSO PAPER INC., each Subsidiary of the Issuers identified herein, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent
Collateral Agreement • August 7th, 2014 • Verso Paper Corp. • Paper mills • New York

COLLATERAL AGREEMENT dated and effective as of August 1, 2014 (this “Agreement”), among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”), VERSO PAPER INC. (“Finance Co.” and, together with the Company, the “Issuers”), a Delaware corporation, each Subsidiary of the Issuers 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, the “Collateral Agent”) for the Secured Parties (as defined below).

FORM OF SUPPORT AGREEMENT
Form of Support Agreement • January 6th, 2014 • Verso Paper Corp. • Paper mills • Delaware

This SUPPORT AGREEMENT (this “Agreement”), dated as of January 3, 2014, is by and among NewPage Holdings Inc., a Delaware corporation (the “Company”), Verso Paper Corp., a Delaware corporation (“Parent”) and the undersigned stockholder (the “Stockholder”) of the Company.

THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF VERSO PAPER MANAGEMENT LP MAY [ ] , 2008
Limited Partnership Agreement • May 8th, 2008 • Verso Paper Corp. • Paper mills • Delaware

THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Third Amendment”) OF VERSO PAPER MANAGEMENT LP, formerly known as CMP Management LP (the “Partnership”), is made and entered into as of May [ ], 2008, by and among Verso Paper Investments LP (formerly known as CMP Investments LP), a Delaware limited partnership (including any successor entity thereto, “Verso Paper Investments”), as the General Partner and as a Limited Partner, the Non-Employee Directors, each as a Limited Partner, and the Management Limited Partners, each as a Limited Partner. Capitalized terms used in this Third Amendment shall have the meanings ascribed to them in Article II.

CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 6th, 2014 • Verso Paper Corp. • Paper mills • New York

THIS CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of January 3, 2014 and is entered into by any among VERSO PAPER FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Borrower”) and the Lenders signatory hereto.

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VOTING AGREEMENT
Voting Agreement • January 6th, 2014 • Verso Paper Corp. • Paper mills • Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of January 3, 2014, is by and among NewPage Holdings Inc., a Delaware corporation (the “Company”), Verso Paper Corp., a Delaware corporation (“Parent”) and the undersigned stockholder (the “Stockholder”) of Parent.

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 22nd, 2022 • Verso Corp • Paper mills • New York

FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 18, 2022 (this “Fourth Amendment”), among Verso Holding LLC, a Delaware limited liability company (“Holdings”), Verso Paper Holding LLC, a Delaware limited liability company (the “Borrower”), each of the other Loan Parties (as defined in the Credit Agreement referred to below as amended hereby), the Lenders party hereto, and Wells Fargo Bank, National Association, as Administrative Agent.

COMMON STOCK REGISTRATION RIGHTS AGREEMENT by and among Verso Paper Corp. and Evercore Group L.L.C. Credit Suisse Securities (USA) LLC Barclays Capital Inc. as the Dealer Managers Dated as of August 1, 2014
Common Stock Registration Rights Agreement • August 7th, 2014 • Verso Paper Corp. • Paper mills • New York

This Common Stock Registration Rights Agreement (this “Agreement”) is made and entered into as of August 1, 2014, by and among Verso Paper Corp., a Delaware corporation (“Verso”) and Evercore Group L.L.C., Credit Suisse Securities (USA) LLC and Barclays Capital Inc. (collectively, the “Dealer Managers”), each of whom has agreed to severally act as dealer manager and solicitation agent, pursuant to the Dealer Manager Agreement (as defined below), for (a) (i) Verso Paper Holdings LLC (the “Company”) and Verso Paper Inc.’s (the “Co-Issuer”) offer to exchange (the “Second Lien Notes Exchange Offer”) any and all of their outstanding 8.75% Second Priority Senior Secured Notes due 2019 for Second Priority Adjustable Senior Secured Notes issued by the Company and the Co-Issuer and warrants issued by Verso mandatorily convertible into shares of common stock of Verso as described herein (the “Warrants”) and (b) (i) the Company and the Co-Issuer’s offer to exchange (the “Subordinated Notes Exchan

September 30, 2020
Verso Corp • October 1st, 2020 • Paper mills • Ohio

This letter agreement, including the Waiver (as defined herein) and the other exhibits hereto (collectively, this “Agreement”), sets forth the understanding and agreement between Verso Corporation, a Delaware corporation (together with any of its parents, subsidiaries and affiliates as may have employed you from time to time, and any and all successors thereto, the “Company”), and you regarding the ending of your employment with the Company. All capitalized terms used but not defined herein have the meanings given to them elsewhere in this Agreement.

NOTES REGISTRATION RIGHTS AGREEMENT by and among Verso Paper Holdings LLC Verso Paper Inc. the subsidiaries of Verso Paper Holdings LLC party hereto and Evercore Group L.L.C. Credit Suisse Securities (USA) LLC Barclays Capital Inc. as the Dealer...
Notes Registration Rights Agreement • August 7th, 2014 • Verso Paper Corp. • Paper mills • New York

This Notes Registration Rights Agreement (this “Agreement”) is made and entered into as of August 1, 2014, by and among Verso Paper Holdings LLC, a Delaware limited liability company (the “Company”), Verso Paper Inc., a Delaware corporation (the “Co-Issuer”), the subsidiaries of the Company listed on Schedule A hereto (collectively, the “Guarantors”) and Evercore Group L.L.C., Credit Suisse Securities (USA) LLC and Barclays Capital Inc. (collectively, the “Dealer Managers”), each of whom has agreed to severally act as dealer manager and solicitation agent, pursuant to the Dealer Manager Agreement (as defined below), for (a) (i) the Company and the Co-Issuer’s offer to exchange (the “Second Lien Notes Exchange Offer”) any and all of their outstanding 8.75% Second Priority Senior Secured Notes due 2019 for Second Priority Adjustable Senior Secured Notes (the “Initial Second Lien Notes”) issued by the Company and the Co-Issuer and fully and unconditionally guaranteed by the Guarantors (th

employment AGREEMENT
Employment Agreement • April 11th, 2019 • Verso Corp • Paper mills • Delaware

This Employment Agreement by and between Verso Corporation, a Delaware corporation (the “Company”), and Leslie T. Lederer (“Executive”) (each a “Party” and collectively, the “Parties”) is made as of April 5, 2019.

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 29th, 2012 • Verso Paper Corp. • Paper mills • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 29, 2012, 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, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).

SENIOR SECURED TERM LOAN AGREEMENT Dated as of July 15, 2016, Among VERSO PAPER FINANCE HOLDINGS LLC, as Holdings, VERSO PAPER HOLDINGS LLC, as the Borrower, EACH OF THE SUBSIDIARY LOAN PARTIES PARTY HERETO, THE LENDERS PARTY HERETO, BARCLAYS BANK...
Joinder Agreement • July 19th, 2016 • Verso Corp • Paper mills • New York

This SENIOR SECURED TERM LOAN AGREEMENT dated as of July 15, 2016 (this “Agreement”), is by and among VERSO PAPER FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE SUBSIDIARY LOAN PARTIES party hereto, the LENDERS party hereto from time to time, BARCLAYS BANK PLC (“Barclays”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders and other Secured Parties (in such capacity, the “Collateral Agent”), and BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC. AND CREDIT SUISSE SECURITIES (USA) LLC as joint lead arrangers and joint book runners (in such capacities, the “Lead Arrangers”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 14th, 2020 • Verso Corp • Paper mills • Ohio

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on the 14th day of April, 2020, by and between Verso Corporation (“Verso”), and Matthew Archambeau (“Employee”).

Verso Paper Corp. 6775 Lenox Center Court Suite 400 Memphis, TN 38115-4436 T 901 369 4100 F 901 369 4229 www.versopaper.com
Letter Agreement • April 20th, 2012 • Verso Paper Corp. • Paper mills • Delaware

This letter agreement (this “Agreement”) sets forth the complete understanding and agreement between Verso Paper Corp., a Delaware corporation (together with any of its subsidiaries and affiliates as may have employed you from time to time, and any and all successors thereto, the “Company”), and you regarding your retirement from the Company.

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT Dated as of June 11, 2009, (originally dated August 1, 2006) among VERSO PAPER FINANCE HOLDINGS LLC VERSO PAPER HOLDINGS LLC, as Company, each other PLEDGOR identified herein, CREDIT SUISSE,...
Guarantee and Collateral Agreement • June 11th, 2009 • Verso Paper Corp. • Paper mills • New York

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of June 11, 2009 (this “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 Holdings and the Company identified on Schedule I or otherwise identified herein as a party (each, a “Subsidiary Party”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) for the Secured Parties (as defined below), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent under the Credit Agreement (in such capacity, together with any successor administrative agent, the “Credit Agreement Authorized Representative”), WILMINGTON TRUST FSB, as trustee under the Indenture (in such capacity, together with any successor trustee, the “Note Authorized Representative”), and each other AUTHORIZED R

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 2nd, 2008 • Verso Paper Corp. • Paper mills

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into as of January 1, 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”).

AGREEMENT OF JOINT FILING VERSO PAPER CORP.
Verso Paper Corp. • June 12th, 2009 • Paper mills

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of Amendment No. 1 to Statement on Schedule 13D and any and all further amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

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