0001193125-14-002326 Sample Contracts

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

• Contract Type
  Agreement and Plan of Merger
• Filed
  January 6th, 2014
• Company
  Verso Paper Corp.
• Industry
  Paper mills
• Jurisdiction
  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”).

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

• Contract Type
  Collateral Agreement
• Filed
  January 6th, 2014
• Company
  Verso Paper Corp.
• Industry
  Paper mills
• Jurisdiction
  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”).

FORM OF SUPPORT AGREEMENT

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

• Contract Type
  Form of Support Agreement
• Filed
  January 6th, 2014
• Company
  Verso Paper Corp.
• Industry
  Paper mills
• Jurisdiction
  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.

CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT

Credit Agreement • January 6th, 2014 • Verso Paper Corp. • Paper mills • New York

• Contract Type
  Credit Agreement
• Filed
  January 6th, 2014
• Company
  Verso Paper Corp.
• Industry
  Paper mills
• Jurisdiction
  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.