NewPage Corporation Floating Rate Senior Secured Notes due 2012 10% Senior Secured Notes due 2012 12% Senior Subordinated Notes due 2013 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named...Exchange and Registration Rights Agreement • June 20th, 2005 • NewPage Energy Services LLC • New York
NewPage 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 $225,000,000 in aggregate principal amount of Floating Rate Senior Secured Notes due 2012, $350,000,000 in aggregate amount of 10% Senior Secured Notes due 2012 (the “Secured Notes”) and $200,000,000 in aggregate amount of 12% Senior Subordinated Notes due 2013 (the “Subordinated Notes”) specified above, which are unconditionally guaranteed by the Guarantors (as defined herein). 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:
May 2, 2005Employment Agreement • June 20th, 2005 • NewPage Energy Services LLC • 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”):
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 AgentRevolving Credit Pledge and Security Agreement • June 20th, 2005 • NewPage Energy Services LLC • 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 • June 20th, 2005 • NewPage Energy Services LLC • 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 AGREEMENTPledge and Security Agreement • June 20th, 2005 • NewPage Energy Services LLC • 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”).
Floating Rate Senior Secured Notes due 2012Purchase Agreement • June 20th, 2005 • NewPage Energy Services LLC
The Company was created to effect the acquisition (the “Acquisition”) of the Coated and Carbonless Papers Group of MeadWestvaco Corporation (the “Papers Group”) from MeadWestvaco Corporation (the “Seller”), pursuant to an Equity and Asset Purchase Agreement dated as of January 13, 2005, as amended (the “Acquisition Agreement”), between the Seller and Maple Acquisition LLC (now known as Escanaba Timber LLC) (“Escanaba Timber”). The Company, a wholly-owned direct subsidiary of NewPage Holding Corporation (“NewPage Holding”) a wholly-owned direct subsidiary of Escanaba Timber, will purchase the Papers Group and, Escanaba Timber will purchase the timber business and related assets of MeadWestvaco Corporation. 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 the Company (the “Term Facility”) and (b) borrowings under a $350.0 million
FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENTEquity and Asset Purchase Agreement • June 20th, 2005 • NewPage Energy Services LLC
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).
ALLOCATION AND SERVICES AGREEMENTAllocation and Services Agreement • June 20th, 2005 • NewPage Energy Services LLC • 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”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 20th, 2005 • NewPage Energy Services LLC • 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
SECOND AMENDMENT TOEquity and Asset Purchase Agreement • June 20th, 2005 • NewPage Energy Services LLC
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).
May 2, 2005Employment Letter Agreement • June 20th, 2005 • NewPage Energy Services LLC • 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”):
CONSULTING AGREEMENTConsulting Agreement • June 20th, 2005 • NewPage Energy Services LLC • 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”).
COLLATERAL TRUST AGREEMENT dated as of May 2, 2005 among NEWPAGE CORPORATION, the other Pledgors from time to time party hereto, GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent under the Term Loan Credit and Guarantee Agreement,Collateral Trust Agreement • June 20th, 2005 • NewPage Energy Services LLC • New York
This Collateral Trust Agreement (this “Agreement”) is dated as of May 2, 2005 and is by and among NewPage Corporation, a Delaware corporation (the “Borrower”), the Pledgors from time to time party hereto, Goldman Sachs Credit Partners L.P., as Administrative Agent under the First Lien Term Loan Agreement (as defined below), HSBC Bank USA, National Association, as Trustee (as defined below), and The Bank of New York, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
MEADWESTVACO ENERGY SERVICES LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 20th, 2005 • NewPage Energy Services LLC • Delaware
THIS AGREEMENT is entered to as of June 18, 2004, by MEADWESTVACO CORPORATION, a Delaware corporation (the “Sole Member”), under the following circumstances:
PARITY 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 Parity Lien Collateral TrusteePledge and Security Agreement • June 20th, 2005 • NewPage Energy Services LLC • New York
This PARITY 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 “Parity Lien Collateral Trustee”).
