AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT AMONG NEWPAGE HOLDINGS INC. AND EACH OF THE STOCKHOLDERS PARTY THERETO

EX-4.1 3 d652043dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

EXECUTION COPY

AMENDMENT NO. 1

TO THE STOCKHOLDERS AGREEMENT AMONG

NEWPAGE HOLDINGS INC. AND EACH OF THE STOCKHOLDERS PARTY THERETO

This Amendment No. 1 (this “Amendment”), dated as of January 3, 2014 to the Stockholders Agreement (the “Stockholders Agreement”), dated as of December 21, 2012, among NewPage Holdings Inc., a Delaware corporation (the “Company”) and each of the Stockholders party thereto, is entered into among the Company and those Stockholders whose name and number of shares held in the capital stock of the Company are listed on the signature pages hereto (together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the Stockholders Agreement.

WHEREAS, pursuant to Section 2.5(a)(iii) of the Stockholders Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, enter into any contract, agreement, arrangement or commitment to, among other things, merge with or into any other Person (other than transactions solely involving the merger of a wholly owned Subsidiary with or into the Company or another wholly owned Subsidiary of the Company) without first obtaining the affirmative vote or written consent of Stockholders who Beneficially Own a majority of the outstanding shares of Common Stock held by all Stockholders (the “Stockholder Signing Approval”);

WHEREAS, the Company, Verso Paper Corp., a Delaware corporation (“Parent”), and Verso Merger Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent (“Merger Sub”) wish to enter into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned indirect subsidiary of Parent (the “Merger”);

WHEREAS, pursuant to Section 7.1(a) of the Stockholders Agreement, on or before the IPO Target Date, the Company is required to file, and thereafter is required to use its best efforts to cause to be declared effective as promptly as practicable, a Registration Statement on Form S-1 for the registration and sale of shares of Common Stock pursuant to an underwritten primary or secondary public offering that results in a Qualified Public Offering (the “IPO Covenant”);

WHEREAS, the Parties wish to terminate the Stockholders Agreement at the Effective Time of the Merger (as such term is defined in the Merger Agreement);

WHEREAS, pursuant to Section 8.2 of the Stockholders Agreement, the Stockholders Agreement may be modified or amended only by a writing signed by the Company and by Stockholders that Beneficially Own in the aggregate at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock held by all Stockholders (subject to certain provisos contained therein); and

WHEREAS, the Company and each of the undersigned Stockholders hereto, having collectively the requisite power and authority to amend the Stockholders Agreement pursuant to its terms, wish to (i) amend and restate Section 2.5(a)(iii) of the Stockholders Agreement as

provided herein to permit the entry by the Company into the Merger Agreement without obtaining the Stockholder Signing Approval, (ii) amend and restate Section 7.1(a) of the Stockholders Agreement to set a new IPO Target Date and (iii) amend Section 8.1 of the Stockholders Agreement to provide for its termination at the Effective Time of the Merger.

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained herein, the Parties hereby agree as follows:

Section 1. Stockholder Signing Approval. Section 2.5(a)(iii) of the Stockholders Agreement is hereby amended and restated in its entirety to read as follows:

“(iii) enter into any contract, agreement, arrangement or commitment to do or engage in any of the foregoing. Notwithstanding the foregoing, at any time on or prior to January 6, 2014, the Company may enter into an Agreement and Plan of Merger with Verso Paper Corp., a Delaware corporation and Verso Merger Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Verso Paper Corp. (the “Verso Merger Agreement”), without having obtained the affirmative vote or written consent of Stockholders who Beneficially Own a majority of the outstanding share of Common Stock held by all Stockholders.”

Section 2. IPO Covenant. Section 7.1(a) of the Stockholders Agreement is hereby amended and restated in its entirety to read as follows:

“On or before the date that is twelve (12) months after the date of termination, if any, of the Verso Merger Agreement in accordance with its terms (the “IPO Target Date”), the Company shall file, and shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a Registration Statement on Form S-1 for the registration and sale of shares of Common Stock pursuant to an underwritten primary or secondary public offering that results in a Qualified Public Offering (the “IPO Registration Statement”).”

Section 3. Termination. Section 8.1 of the Stockholders Agreement is hereby amended to include the following sentence at the end thereof:

“Notwithstanding anything to the contrary in this Agreement, this Agreement shall automatically terminate at the Effective Time of the Merger (as such terms are defined in the Verso Merger Agreement); provided that Section 6.2 shall survive such termination and the obligations set forth in Section 6.2 shall survive for the applicable time periods as set forth in Section 6.2, and Sections 8.5, 8.6, 8.7, 8.10, 8.11, 8.12 and 8.13 shall survive such termination indefinitely.”

Section 4. Effect of Amendment. This Amendment shall not constitute an amendment or waiver of any provision of the Stockholders Agreement except as expressly stated herein. Except as expressly amended hereby, the provisions of the Stockholders Agreement shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with its terms.

Section 5. Counterparts; Headings. This Amendment may be executed in counterparts, each of which shall be signed by the Company and one or more Stockholders, and all of which are deemed to be one and the same agreement binding upon the Company and each of the Stockholders. The headings of the various sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment.

Section 6. Miscellaneous. The provisions of Sections 8.6, 8.7, 8.10, 8.11, 8.12 and 8.13 of the Stockholders Agreement shall apply, mutatis mutandis, to this Amendment.

[Signature Pages Follow]


NEWPAGE HOLDINGS INC.

By:	/s/ Mark Angelson

	Name:	Mark Angelson
	Title:	Chairman