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 • June 29th, 2007 • Verso Sartell 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
REGISTRATION RIGHTS AGREEMENT by and among Verso Paper Holdings LLC Verso Paper Inc. the subsidiaries of Verso Paper Holdings LLC party hereto and Credit Suisse Securities (USA) LLC Lehman Brothers Inc. Citigroup Global Markets Inc. Banc of America...Registration Rights Agreement • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 1, 2006, 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”), Credit Suisse Securities (USA) LLC, Lehman Brothers Inc., Citigroup Global Markets Inc., Banc of America Securities LLC, ABN AMRO Incorporated and Fifth Third Securities Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the 11 3/8% Senior Subordinated Notes due 2016 (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.”
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
INTERCREDITOR AGREEMENT dated as of August 1, 2006, among CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CREDIT SUISSE”), as Intercreditor Agent, WILMINGTON TRUST COMPANY, as Trustee, VERSO PAPER FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), VERSO PAPER HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and each Subsidiary of the Company listed on Schedule I hereto.
11 3/8% Senior Subordinated Notes due 2016Supplemental Indenture • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • 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”).
GUARANTEE AND COLLATERAL AGREEMENT Dated and effective as of August 1, 2006, among VERSO PAPER FINANCE HOLDINGS LLC VERSO PAPER HOLDINGS LLC as Borrower each Subsidiary of the Borrower identified herein, and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as...Guarantee and Collateral Agreement • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of August 1, 2006 (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 Subsidiary of the Borrower identified on Schedule I or otherwise identified herein as a party (each, a “Subsidiary Party”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined below).
Executive Employees CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Confidentiality and Non-Competition Agreement (“Agreement”) is entered into by and between Verso Paper Holdings LLC, a Delaware limited liability company (“Verso Paper”), and Benjamin Hinchman (“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.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF VERSO PAPER MANAGEMENT LPLimited Partnership Agreement • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS 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 December 5, 2006, by and among Verso Paper Investments LP, a Delaware limited partnership (formerly known as CMP Investments LP “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, 2006, among VERSO PAPER HOLDINGS LLC, VERSO PAPER INC., each Subsidiary of the Issuers identified herein, and WILMINGTON TRUST COMPANY, as Collateral AgentCollateral Agreement • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
THIS COLLATERAL AGREEMENT IS SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH AMONG VERSO PAPER FINANCE HOLDINGS LLC, VERSO PAPER HOLDINGS, LLC, CERTAIN OF ITS SUBSIDIARIES, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, AS INTERCREDITOR AGENT AND WILMINGTON TRUST COMPANY, AS TRUSTEE, AS SET FORTH MORE FULLY IN SECTION 7.18 HEREOF. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of August 1, 2006 (as amended, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), is made by each of the signatories hereto (collectively, the “Grantors”) in favor of WILMINGTON TRUST COMPANY, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Collateral Agreement referred to below).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of August 1, 2006 (as amended, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), is made by each of the signatories hereto (collectively, the “Grantors”) in favor of CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
MANAGEMENT AND TRANSACTION FEE AGREEMENTManagement and Transaction Fee Agreement • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
MANAGEMENT AND TRANSACTION FEE AGREEMENT, dated as of August 1, 2006 (this “Agreement”), by and between CMP HOLDINGS LLC, a Delaware limited partnership (the “Company”), CMP INVESTMENTS LP, a Delaware limited liability company (“Holdings”), APOLLO MANAGEMENT V, L.P., a Delaware limited partnership (“Apollo V”) and APOLLO MANAGEMENT VI, L.P., a Delaware limited partnership (“Apollo VI” and, together with Apollo V, “Apollo”).
Verso Paper Management LPVerso Sartell LLC • June 29th, 2007 • Converted paper & paperboard prods (no contaners/boxes)
Reference is made to that certain Limited Partnership Agreement (the “Partnership Agreement”) of Verso Paper Management LP (formerly known as CMP Management LP, the “Partnership”), dated as of November 1, 2006, by and among Verso Paper Investments LP, a Delaware limited partnership (formerly known as CMP Investments LP, “Verso Paper Investments”), as the General Partner and as a Limited Partner, and the Management Limited Partners, each as a Limited Partner (each as defined in the Partnership Agreement), entered into in connection with the acquisition of certain assets and liabilities pursuant to that certain Agreement of Purchase and Sale (the “Purchase Agreement”), dated as of June 4, 2006, by and among Verso Paper Investments, Verso Paper Holdings LLC, a Delaware limited liability company formerly known as CMP Holdings LLC, and International Paper Company, a New York corporation. Capitalized terms used but not otherwise defined in this letter agreement (the “Letter Agreement”) shall
AGREEMENT OF PURCHASE AND SALE by and among INTERNATIONAL PAPER COMPANY, CMP INVESTMENTS LP and CMP HOLDINGS LLC Dated as of June 4, 2006Agreement of Purchase and Sale • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made and entered into and effective as of June 4, 2006, by and among International Paper Company, a corporation organized under the laws of the State of New York (“Seller”), CMP Investments LP, a limited partnership organized under the laws of the State of Delaware (“Parent”) and CMP Holdings LLC, a limited liability company organized under the laws of the State of Delaware and an indirect, wholly-owned subsidiary of Parent (“Buyer” and, together with Parent, the “Acquirors”).
Employment AgreementEmployment Agreement • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Employment Agreement (the “Agreement”), entered into on November 16, 2006, with employment effective as of November 20, 2006 (the “Effective Date”), is made by and between Mike Jackson (the “Executive”) and Verso Paper Holdings, LLC (together with any of its subsidiaries and affiliates as may employ the Executive from time to time, and any successor(s) thereto, the “Company”).
LIMITED LIABILITY COMPANY AGREEMENT OF VERSO PAPER HOLDINGS LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Verso Paper Holdings LLC (the “Company”) is effective as of June 2, 2006.
Verso Paper Investments, LPLetter Agreement • June 29th, 2007 • Verso Sartell LLC • Converted paper & paperboard prods (no contaners/boxes)
Reference is made to (i) that certain Limited Partnership Agreement (the “Partnership Agreement”) of Verso Paper Management LP (formerly known as CMP Management LP, the “Partnership”), dated as of November 1, 2006, by and among Verso Paper Investments LP, a Delaware limited partnership (formerly known as CMP Investments LP, “Verso Paper Investments”), as the General Partner and as a Limited Partner, and the Management Limited Partners, each as a Limited Partner (each as defined in the Partnership Agreement), (ii) that certain Employment Agreement (the “Employment Agreement”), effective as of November 20, 2006, by and between you and Verso Paper Holdings, LLC, and (iii) that certain letter agreement by and between you and the Partnership, dated as of November 16, 2006 (the “Prior Letter Agreement”), relating to certain additional terms and conditions under which you subscribe for and acquire from the Partnership, and the Partnership issues to you, certain Units. The parties hereto agree
Verso Paper Holdings, LLCVerso Sartell LLC • June 29th, 2007 • Converted paper & paperboard prods (no contaners/boxes)
This Letter Agreement sets forth the understanding between you and the Company regarding additional terms and conditions relating to your annual bonus award in respect of calendar year 2006. Notwithstanding anything to the contrary in the Employment Agreement, (i) you agree to use your best efforts to cause your existing employer (the “Prior Employer”) to pay to you a 2006 annual bonus in an amount equal to at least $225,000 (the “2006 Bonus”), and (ii) to the extent that the amount of the 2006 Bonus is less than $225,000, the Company shall provide you a make whole payment (the “Make Whole Payment”) equal to the excess of (x) $225,000, over (y) the actual amount of the 2006 Bonus provided by the Prior Employer.
