GUARANTEE AND COLLATERAL AGREEMENT Dated as of May 4, 2012, among VERSO PAPER FINANCE HOLDINGS LLC VERSO PAPER HOLDINGS LLC, as Company, each other PLEDGOR identified herein, and CITIBANK, N.A., as Administrative AgentGuarantee and Collateral Agreement • October 18th, 2012 • Verso Quinnesec REP Holding Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of May 4, 2012 (this “Agreement”), among VERSO PAPER FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”) each Subsidiary of Holdings and the Company identified on Schedule I or otherwise identified herein as a party (each, a “Subsidiary Party”), and CITIBANK, N.A., as administrative agent and collateral agent (in such capacity, together with any successor administrative agent and collateral agent, the “Administrative Agent”) for the Secured Parties (as defined below).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • October 18th, 2012 • Verso Quinnesec REP Holding Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 30, 2009, among Verso Paper Five Corp., a Delaware corporation, Verso Fiber Farm LLC, a Delaware limited liability company, and Verso Maine Energy LLC, a Delaware limited liability company (collectively, the “New Guarantors”), each a subsidiary of Verso Paper Holdings LLC, a Delaware limited liability company (the “Company”), the Company, Verso Paper Inc., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), and WILMINGTON TRUST COMPANY, as trustee under the indenture referred to below (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • October 18th, 2012 • Verso Quinnesec REP Holding Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 10, 2011, among Verso Quinnesec REP Holding Inc., a Delaware corporation (the “New Guarantor”), a subsidiary of Verso Paper Holdings LLC, a Delaware limited liability company (the “Company”), the Company, Verso Paper Inc., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), and WILMINGTON TRUST COMPANY, as trustee under the indenture referred to below (the “Trustee”).
AMENDMENT NO. 1 TO SENIOR LIEN INTERCREDITOR AGREEMENTSenior Lien Intercreditor Agreement • October 18th, 2012 • Verso Quinnesec REP Holding Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
AMENDMENT NO.1 (this “Amendment”), dated as of May 16, 2012, to the Senior Lien Intercreditor Agreement dated as of May 4, 2012 (the “Intercreditor Agreement”) among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent for the First-Lien Revolving Facility Secured Parties referred to therein (the “First-Lien Revolving Facility Collateral Agent”), CITIBANK, N.A., as administrative agent and collateral agent for the ABL Facility Secured Parties referred to therein (the “ABL Facility Collateral Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee for the First-Lien Noteholders referred to therein (the “Trustee”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the First-Lien Noteholders referred to therein (the “First-Lien Notes Collateral Agent”), VERSO PAPER FINANCE HOLDINGS LLC (“Holdings”), VERSO PAPER HOLDINGS LLC (the “Company”) and the subsidiaries of the Company party thereto.
JOINDER AND SUPPLEMENT NO. 4 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • October 18th, 2012 • Verso Quinnesec REP Holding Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
This Joinder and Supplement No. 4 to the Intercreditor Agreement (this “Agreement”), dated as of May 4, 2012 (the “Effective Date”), by and among (i) Citibank, N.A., as administrative agent (the “New ABL Senior-Priority Agent”) pursuant to that certain Credit Agreement dated as of the date hereof (the “New ABL Credit Agreement”) among the Company, Holdings, the lenders party thereto, the Subsidiaries of Holdings party thereto and the New ABL Senior-Priority Agent, (ii) Credit Suisse AG, Cayman Islands Branch, as administrative agent (the “New Cash Flow Senior-Priority Agent,” and together with the New ABL Senior-Priority Agent, the “New Senior-Priority Agents”) pursuant to that certain Credit Agreement dated as of the date hereof (the “New Cash Flow Credit Agreement”) among the Company, Holdings, the lenders party thereto, the Subsidiaries of Holdings party thereto and the New Cash Flow Senior-Priority Agent, (iii) Wilmington Trust, National Association, as trustee (the “11.75% Notes S
SENIOR LIEN INTERCREDITOR AGREEMENT dated as of May 4, 2012 among CITIBANK, N.A., as ABL Facility Collateral Agent, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as First-Lien Revolving Facility Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as...Joinder Agreement • October 18th, 2012 • Verso Quinnesec REP Holding Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
SENIOR LIEN INTERCREDITOR AGREEMENT (this “Agreement”) dated as of May 4, 2012, among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as administrative agent and collateral agent for the First-Lien Revolving Facility Secured Parties referred to herein (together with its successors in substantially the same capacity as may from time to time be appointed, the “First-Lien Revolving Facility Collateral Agent”), CITIBANK, N.A., as administrative agent and collateral agent for the ABL Facility Secured Parties referred to herein (together with its successors or co-agents in substantially the same capacity as may from time to time be appointed, the “ABL Facility Collateral Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee for the First-Lien Noteholders referred to herein (together with its successors or co-agents or co-trustees in substantially the same capacity as may from time to time be appointed, the “Trustee”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the First-Li
FIRST-PRIORITY INTERCREDITOR AGREEMENT dated as of May 4, 2012 among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as First-Lien Revolving Facility Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under the First-Lien Notes, WILMINGTON...Joinder Agreement • October 18th, 2012 • Verso Quinnesec REP Holding Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
FIRST-PRIORITY INTERCREDITOR AGREEMENT (this “Agreement”) dated as of May 4, 2012, among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent for the First-Lien Revolving Facility Secured Parties referred to herein (together with its successors in substantially the same capacity as may from time to time be appointed, the “First-Lien Revolving Facility Collateral Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee for the First-Lien Noteholders referred to herein (together with its successors in substantially the same capacity as may from time to time be appointed, the “Trustee”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the First-Lien Noteholders referred to herein (together with its successors in substantially the same capacity as may from time to time be appointed, the “Notes Collateral Agent”), VERSO PAPER FINANCE HOLDINGS LLC (“Holdings”), VERSO PAPER HOLDINGS LLC (the “Company”), the subsidiaries of the Company named
