NEWPAGE CORPORATION 10% Senior Secured Notes due 2012Purchase Agreement • December 13th, 2007 • NewPage CORP • Paper mills • New York
The Company intends to acquire (the “Acquisition”) all of the issued and outstanding common stock of Stora Enso North America Inc., a Delaware corporation (“Target”), pursuant to a stock purchase agreement dated as of September 20, 2007 (together with any and all other agreements, side letters and instruments ancillary to or entered into in connection with the transactions contemplated by the Acquisition, the “Acquisition Agreement”), by and among NewPage Holding Corporation, a Delaware corporation (“Parent”), Target and Stora Enso Oyj, a corporation incorporated under the laws of the Republic of Finland (“SEO”). Concurrent with the closing of the Acquisition, (A) the Company and Goldman Sachs Credit Partners L.P., Barclays Bank PLC and UBS Finance LLC and the other lenders and guarantors party thereto will enter into a Credit Agreement (the “Credit Facilities”), pursuant to which the Company will borrow (1) $1,600.0 million under a senior secured term loan facility and (2) up to $500.
