Underwriting AgreementUnderwriting Agreement • June 14th, 2006 • NewPage Holding CORP • Paper mills • New York
NewPage Holding Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
May 2, 2005Letter Agreement • April 18th, 2006 • NewPage Holding 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 AGREEMENTEmployment Agreement • April 18th, 2006 • NewPage Holding 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”).
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).
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • July 13th, 2006 • NewPage Holding CORP • Paper mills • Delaware
This Indemnification Agreement (“Agreement”) is made as of the day of , 2006, by and between NewPage Holding Corporation, a Delaware corporation (“Company”), and (“Indemnitee”).
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”).
AMENDED AND RESTATED FIBER SUPPLY AGREEMENT By and between CYPRESS CREEK, LLC and WICKLIFFE PAPER COMPANY December 16, 2005Fiber Supply Agreement • January 19th, 2006 • NewPage Holding CORP • Glass containers • 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, 2006Asset Purchase Agreement • January 19th, 2006 • NewPage Holding CORP • Glass containers • 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 AGREEMENTAsset Purchase Agreement • April 18th, 2006 • NewPage Holding 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 AGREEMENTCredit and Guaranty Agreement • April 18th, 2006 • NewPage Holding 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
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
STUMPAGE AGREEMENT Between SCIOTO LAND COMPANY, LLC and CHILLICOTHE PAPER INC.Stumpage Agreement • January 19th, 2006 • NewPage Holding CORP • Glass containers
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”).
FORM OF NEWPAGE HOLDING CORPORATION MANAGEMENT LOCK-UP AGREEMENTNewPage Holding CORP • July 13th, 2006 • Paper mills • New York
In connection with the public offering of shares of common stock (the “Common Stock”), par value $.01 per share, of NewPage Holding Corporation (the “Company”), pursuant to a Registration Statement on Form S-1 (File No. 333-133367) originally filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2006 (as amended, the “Registration Statement”), the undersigned agrees that, commencing on the date that the Registration Statement is declared effective by the SEC (the “Effective Date”), and during the period specified below (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, owned directly by the undersigned (including holding as a custodian) as a result of any distribution by Maple Timber Acquisition LLC or Maple Timber Acquisition II LLC (collectively the “Undersigned’s Shares”). This Lock-Up Agreement shall not apply
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).
FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • April 18th, 2006 • NewPage Holding 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,
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”).
STUMPAGE AGREEMENT Between SCIOTO LAND COMPANY, LLC and WICKLIFFE PAPER COMPANY December 16, 2005Stumpage Agreement • January 19th, 2006 • NewPage Holding CORP • Glass containers
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”).
NewPage Corporation April 5, 2006Letter Agreement • April 18th, 2006 • NewPage Holding CORP • 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.
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
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • July 13th, 2006 • NewPage Holding CORP • Paper mills • Delaware
THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of (“Agreement”), between NEWPAGE HOLDING CORPORATION, a Delaware corporation (“Company”), and (“Director”).
AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENTThe Asset Purchase Agreement • June 14th, 2006 • NewPage Holding CORP • Paper mills • Maine
AMENDMENT NO. 1 (this “Amendment”), dated as of June 7, 2006, to the Asset Purchase Agreement, dated as of January 6, 2006 (the “Agreement”), between Brookfield Power Inc. (formerly known as 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 the Agreement, Rumford Paper Company, a Delaware corporation (“Mill Owner”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2006 • NewPage Holding CORP • Paper mills • New York
EMPLOYMENT AGREEMENT (“Agreement”) dated as of April 17, 2006 between NewPage Corporation (the “Company”) and Mark A. Suwyn (the “Executive”) (together, the “Parties”).
SECOND AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • April 18th, 2006 • NewPage Holding CORP • Paper mills • New York
THIS SECOND AMENDMENT TO REVOLVING 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, 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,
