NewPage Corporation 10% Senior Secured Notes due 2012 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on Schedule I heretoNewPage CORP • December 28th, 2007 • Paper mills • 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) $456.0 million in aggregate principal amount of its 10% Senior Secured Notes due 2012 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 and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2007 • NewPage CORP • Paper mills
The Amendment to the Employment Agreement (the “Amendment”), dated as of December 21, 2007 (the “Effective Date”) between NewPage Corporation (the “Company”) and George F. Martin (the “Executive”).
REVOLVING CREDIT PLEDGE AND SECURITY AGREEMENT dated as of December 21, 2007 between EACH OF THE GRANTORS PARTY HERETO and JPMorgan Chase Bank, N.A. as Collateral AgentPledge and Security Agreement • December 28th, 2007 • NewPage CORP • Paper mills • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of December 21, 2007 (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”).
PRIORITY LIEN DEBT PLEDGE AND SECURITY AGREEMENT dated as of December 21, 2007 between EACH OF THE GRANTORS PARTY HERETO and THE BANK OF NEW YORK as Priority Lien Collateral TrusteePriority Lien Debt • December 28th, 2007 • NewPage CORP • Paper mills • New York
This PRIORITY LIEN DEBT PLEDGE AND SECURITY AGREEMENT, dated as of December 21, 2007 (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”).
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of December 21, 2007 among NEWPAGE CORPORATION, as Borrower, NEWPAGE HOLDING CORPORATION and CERTAIN SUBSIDIARIES OF NEWPAGE CORPORATION, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS...Credit and Guaranty Agreement • December 28th, 2007 • NewPage CORP • Paper mills • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of December 21, 2007 is entered into by and among NEWPAGE CORPORATION, a Delaware corporation, as Borrower (“NewPageCo”), NEWPAGE HOLDING CORPORATION, a Delaware corporation (“NewPageHoldCo”), and CERTAIN SUBSIDIARIES OF NEWPAGECO, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Sole Lead Arranger, Sole Bookrunner and Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), UBS SECURITIES LLC (“UBSS”), as Co-Manager and Co-Syndication Agent (in such capacity, “Co-Syndication Agent”), BARCLAYS BANK PLC, as Co-Syndication Agent (in such capacity, “Co-Syndication Agent” and together with UBSS in its capacity as Co-Syndication Agent, collectively, the “Syndication Agent”), BARCLAYS CAPITAL, as Co-Manager, WAC
SUPPLEMENTAL INDENTURESupplemental Indenture • December 28th, 2007 • NewPage CORP • Paper mills • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 21, 2007, among Stora Enso North America Inc., a Delaware corporation, Stora Enso North America Corp., a Wisconsin corporation, Stora Enso North America Canadian Sales, LLC, a Delaware limited liability company, and Stora Enso Port Hawkesbury Limited, a Nova Scotia company (each a “Guaranteeing Subsidiary”, and collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of NewPage Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and HSBC Bank USA, National Association, as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 28th, 2007 • NewPage CORP • Paper mills
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of December 21, 2007 (this “Amendment”), is made and entered into by and between Stora Enso Oyj, a corporation incorporated under the Laws of the Republic of Finland (“Seller”), Stora Enso North America Inc., a Delaware corporation (the “Company“), and NewPage Holding Corporation, a Delaware corporation (“Purchaser“). Capitalized terms used herein but otherwise not defined shall have the meaning given to such terms in the Purchase Agreement (as defined below).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2007 • NewPage CORP • Paper mills
The Amendment to the Employment Agreement (the “Amendment”), dated as of December 21, 2007 (the “Effective Date”) between NewPage Corporation (the “Company”) and Douglas K. Cooper (the “Executive”).
