0001193125-15-004117 Sample Contracts

VERSO PAPER HOLDINGS LLC and VERSO PAPER INC. as Issuers, and the Guarantors named herein 11.75% Senior Secured Notes due 2019 INDENTURE Dated as of January 7, 2015 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
Indenture • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York

INDENTURE dated as of January 7, 2015 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”).

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COLLATERAL AGREEMENT Dated as of January 7, 2015, among VERSO PAPER HOLDINGS LLC, as Company, each other PLEDGOR identified herein, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent
Collateral Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York

COLLATERAL AGREEMENT dated as of January 7, 2015 (this “Agreement”), among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”), 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).

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Contract
First Supplemental Indenture • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 7, 2015, among NEWPAGE HOLDINGS INC. (the “New Guarantor”), a subsidiary of VERSO PAPER HOLDINGS LLC (or its successor), a Delaware limited liability corporation (the “Company”), VERSO PAPER INC., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).

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JOINDER AND SUPPLEMENT TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York

This Joinder and Supplement to the Intercreditor Agreement (this “Agreement”), dated as of January 7, 2015 (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 new 11.75% Senior Secured Notes due 2019 (the “New Notes Indenture”), (ii) the Intercreditor Agent, (iii) the Second-Priority Designated Agent, (iv) Holdings, (v) the Company, (vi) each Subsidiary of the Company listed on Schedule I hereto, and (vii) NewPage Holdings Inc. (the “New Subsidiary”) 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, (B) with respect to the Liens securing certain Obligations as set

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SUPPLEMENT NO. 1 dated as of January 7, 2015 (this “Supplement”), to the Collateral Agreement dated as of August 1, 2014 (the “Collateral Agreement”), among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”), VERSO PAPER...
Collateral Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)
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JOINDER AND SUPPLEMENT AGREEMENT (Other First-Priority Lien Obligations)
Joinder and Supplement Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York

This Agreement is supplemental to that certain Senior Lien Intercreditor Agreement, dated as of May 4, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among the parties (other than the New Trustee and the New Collateral Agent and the New Subsidiary) referred to above. This Agreement has been entered into to record the accession of the New Trustee as Other First-Priority Lien Obligations Administrative Agent under the Intercreditor Agreement, to record the accession of the New Collateral Agent as an Other First-Priority Lien Obligations Collateral Agent under the Intercreditor Agreement, and to record the accession of the New Subsidiary as a subsidiary of the Company under the Intercreditor Agreement.

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Contract
Third Supplemental Indenture • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 7, 2015, among NEWPAGE HOLDINGS INC. (the “New Guarantor”), a subsidiary of VERSO PAPER HOLDINGS LLC (or its successor), a Delaware limited liability corporation (the “Company”), VERSO PAPER INC., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).

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Contract
Supplemental Indenture • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 7, 2015, among NEWPAGE HOLDINGS INC. (the “New Guarantor”), a subsidiary of VERSO PAPER HOLDINGS LLC (or its successor), a Delaware limited liability corporation (the “Company”), VERSO PAPER INC., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the indenture referred to below (the “Trustee”).

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SUPPLEMENT NO. 1 TO GUARANTEE AND COLLATERAL AGREEMENT
Supplement to Guarantee and Collateral Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)

SUPPLEMENT NO. 1 dated as of January 7, 2015 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of May 4, 2012 (the “Guarantee and Collateral 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 the Company identified on Schedule I or otherwise identified therein as a party (each, a “Subsidiary Party”), and CITIBANK, N.A., as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) for the Secured Parties (as defined therein).

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JOINDER AND SUPPLEMENT AGREEMENT
Joinder and Supplement Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York

Pursuant to that certain indenture, dated as of the date hereof (the “New Indenture”), with respect to the Company’s new 11.75% senior secured notes due 2019 (the “New Notes”) by and among (i) the Company, (ii) Holdings, (iii) the guarantors party thereto, (iv) the Intercreditor Agent, and (v) the New Trustee as trustee and as collateral agent, and the other parties signatory thereto, Holdings and the Company issued the New Notes.

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SUPPLEMENT NO. 1 dated as of January 7, 2015 (this “Supplement”), to the Amended and Restated Collateral Agreement dated as of August 1, 2014 (the “Collateral Agreement”), among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the...
Supplement to the Amended and Restated Collateral Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)
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SUPPLEMENT NO. 1, dated as of January 7, 2015 (this “Supplement”), to the Collateral Agreement dated as of May 4, 2012 (the “Collateral Agreement”), among VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Company”) each Subsidiary...
Collateral Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)
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SHARED SERVICES AGREEMENT by and among VERSO PAPER CORP., NEWPAGE HOLDINGS INC. and NEWPAGE CORPORATION Dated as of January 7, 2015
Shared Services Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware

Shared Services Agreement (the “Agreement”), dated as of January 7, 2015, by and among Verso Paper Corp., a Delaware corporation (“Verso”), NewPage Holdings Inc., a Delaware corporation (“NewPage Parent”), and NewPage Corporation, a Delaware corporation (“NewPage”) (each of NewPage and Verso, a “Primary Party” and collectively the “Primary Parties”) (collectively, the “Parties”). Capitalized terms have the meanings set forth in Article I.

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SUPPLEMENT NO. 1 TO GUARANTEE AND COLLATERAL AGREEMENT
Guarantee and Collateral Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)

SUPPLEMENT NO. 1 dated as of January 7, 2015 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of May 4, 2012 (the “Guarantee and Collateral 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 the Company identified on Schedule I or otherwise identified therein as a party (each, a “Subsidiary Party”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) for the Secured Parties (as defined therein).

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JOINDER AND SUPPLEMENT NO. 7 to INTERCREDITOR AGREEMENT
Intercreditor Agreement • January 7th, 2015 • Verso Paper Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York

This Joinder and Supplement No. 7 to the Intercreditor Agreement (this “Agreement”), dated as of January 7, 2015 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as trustee (the “New Trustee”) pursuant to that certain Indenture dated as of the date hereof (the “New Indenture”) among the Company, Verso Paper Inc. (together with the Company, the “Issuers”), the guarantors party thereto and the New Trustee, (ii) Holdings, (iii) the Intercreditor Agent, (iv) the New Second Lien Notes Trustee, (v) the Issuers, (vi) each Subsidiary of the Issuers listed on Schedule I hereto and (vii) NewPage Holdings LLC, a Delaware limited liability company (the “New Subsidiary”), has been entered into to (A) record the accession of the New Subsidiary as a party to the Intercreditor Agreement, (B) record the accession of the New Trustee as an additional Senior-Priority Agent in respect of Future First-Lien Indebtedness under the Intercreditor Agreement on behalf of the holder

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