VERSO PAPER HOLDINGS LLC and VERSO PAPER INC. as Issuers, and the Guarantors named herein 11.75% Secured Notes due 2019 INDENTURE Dated as of May 11, 2012 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • May 15th, 2012 • Verso Paper Corp. • Paper mills • New York
INDENTURE dated as of May 11, 2012 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 “Issuers” and each an “Issuer”), the Guarantors (as defined herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among Verso Paper Holdings LLC Verso Paper Inc. the subsidiaries of Verso Paper Holdings LLC party hereto and Citigroup Global Markets Inc. Barclays Capital Inc. Credit Suisse Securities (USA) LLC Goldman, Sachs &...Registration Rights Agreement • May 15th, 2012 • Verso Paper Corp. • Paper mills • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 11, 2012, 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”) and Citigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. (collectively, the “Dealer Managers”), each of whom has agreed to severally act as dealer manager and solicitation agent, pursuant to (a) the Floating Rate Notes Dealer Manager Agreement (as defined below), for (i) the Company and the Co-Issuer’s offer to exchange (the “Floating Rate Notes Exchange Offer”) any and all of their outstanding Second Priority Senior Secured Floating Rate Notes due 2014 for 11.75% Secured Notes due 2019 (the “Initial Notes”) issued by the Company and the Co-Issuer and fully and unconditionally guaranteed
INTERCREDITOR AGREEMENT dated as of May 11, 2012 among CITIBANK, N.A., as Intercreditor Agent, CITIBANK, N.A., as Administrative Agent under the ABL Credit Agreement, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent under the Cash Flow...Intercreditor Agreement • May 15th, 2012 • Verso Paper Corp. • Paper mills • New York
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of May 11, 2012, among CITIBANK, N.A., as Intercreditor Agent, CITIBANK, N.A., as administrative agent under the ABL Credit Agreement referred to herein (together with its successors in substantially the same capacity as may from time to time be appointed, the “ABL Credit Agreement Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent under the Cash Flow Credit Agreement referred to herein (together with its successors in substantially the same capacity as may from time to time be appointed, the “Cash Flow Credit Agreement Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the 2019 First-Lien Notes Indenture referred to herein (together with its successors in substantially the same capacity as may from time to time be appointed, the “2019 First-Lien Notes Trustee”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee and collateral agent under the 1-1/2 Lien Notes Indenture referred to herein (togethe
COLLATERAL AGREEMENT Dated as of May 11, 2012, among VERSO PAPER HOLDINGS LLC, as Company, each other PLEDGOR identified herein, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral AgentCollateral Agreement • May 15th, 2012 • Verso Paper Corp. • Paper mills
COLLATERAL AGREEMENT dated as of May 11, 2012 (this “Agreement”), among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”), VERSO PAPER INC. (“Finance Co” and, together with the Company, the “Issuers”), each Subsidiary of the Company identified on Schedule I or otherwise identified herein as a party (each, a “Subsidiary Party”), and Wilmington Trust, National Association, as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties (as defined below).
JOINDER AND SUPPLEMENT NO. 5 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • May 15th, 2012 • Verso Paper Corp. • Paper mills • New York
This Joinder and Supplement No. 5 to the Intercreditor Agreement (this “Agreement”), dated as of May 11, 2012 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as trustee (the “New Senior-Priority Agent”) pursuant to that certain Indenture dated as of the date hereof with respect to the issuance of the Company’s 11.75% Secured Notes due 2019 (the “New Notes Indenture”), (ii) the Intercreditor Agent, (iii) the Second Priority-Designated Agent, (iv) Holdings, (v) the Company and (vi) each Subsidiary of the Company listed on Schedule I hereto, has been entered into (A) to record the accession of the New Senior-Priority Agent as an additional Senior-Priority Agent in respect of Future First-Lien Indebtedness under the Intercreditor Agreement on behalf of the holders (the “New Lenders”) of the notes issued under the New Notes Indenture (the “New Notes”), (B) with respect to the Liens securing certain Obligations as set forth below, to confirm and evidence that
