Exhibit 4.1




 





 










 


NEWPAGE HOLDING CORPORATION


 


FLOATING RATE SENIOR
UNSECURED PIK NOTES DUE 2013


 










 


INDENTURE


 


Dated as of May 2, 2005


 










 


HSBC Bank USA, National
Association


 


Trustee


 












 





 





















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture

  Act Section

  	
   

  	
   

  	
  Indenture Section

  
	
  310

  	
  (a)(1)

  	
   

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
   

  	
  7.10

  
	
   

  	
  (c)

  	
   

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
   

  	
  2.05

  
	
   

  	
  (b)

  	
   

  	
   

  	
  11.03

  
	
   

  	
  (c)

  	
   

  	
   

  	
  11.03

  
	
  313

  	
  (a)

  	
   

  	
   

  	
  7.06

  
	
   

  	
  (b)(2)

  	
   

  	
   

  	
  7.06; 7.07

  
	
   

  	
  (c)

  	
   

  	
   

  	
  7.06; 11.02

  
	
   

  	
  (d)

  	
   

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
   

  	
  4.03;11.02; 11.05

  
	
   

  	
  (c)(1)

  	
   

  	
   

  	
  11.04

  
	
   

  	
  (c)(2)

  	
   

  	
   

  	
  11.04

  
	
   

  	
  (c)(3)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
   

  	
  11.05

  
	
   

  	
  (f)

  	
   

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
   

  	
  7.05; 11.02

  
	
   

  	
  (c)

  	
   

  	
   

  	
  7.01

  
	
   

  	
  (d)

  	
   

  	
   

  	
  7.01

  
	
   

  	
  (e)

  	
   

  	
   

  	
  6.11

  
	
  316

  	
  (a) (last
  sentence)

  	
   

  	
   

  	
  2.09

  
	
   

  	
  (a)(1)(A)

  	
   

  	
   

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
   

  	
   

  	
  6.04

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
   

  	
  6.07

  
	
   

  	
  (c)

  	
   

  	
   

  	
  2.12

  
	
  317

  	
  (a)(1)

  	
   

  	
   

  	
  6.08

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  6.09

  
	
   

  	
  (b)

  	
   

  	
   

  	
  2.04

  
	
  318

  	
  (a)

  	
   

  	
   

  	
  11.01

  
	
   

  	
  (b)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
   

  	
  11.01

  



 










N.A. means not applicable.


* This Cross Reference Table
is not part of the Indenture.


 





















 


TABLE OF CONTENTS


 


	
   

  	
  ARTICLE 1

  DEFINITIONS AND INCORPORATION

  BY REFERENCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions.

  	
   

  
	
  Section 1.02

  	
  Other Definitions.

  	
   

  
	
  Section 1.03

  	
  Incorporation by Reference
  of Trust Indenture Act.

  	
   

  
	
  Section 1.04

  	
  Rules of Construction.

  	
   

  
	
   

  	
  ARTICLE 2

  THE NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Form and Dating.

  	
   

  
	
  Section 2.02

  	
  Execution and
  Authentication.

  	
   

  
	
  Section 2.03

  	
  Registrar and Paying Agent.

  	
   

  
	
  Section 2.04

  	
  Paying Agent to Hold Money
  in Trust.

  	
   

  
	
  Section 2.05

  	
  Holder Lists.

  	
   

  
	
  Section 2.06

  	
  Transfer and Exchange.

  	
   

  
	
  Section 2.07

  	
  Replacement Notes.

  	
   

  
	
  Section 2.08

  	
  Outstanding Notes.

  	
   

  
	
  Section 2.09

  	
  Treasury Notes.

  	
   

  
	
  Section 2.10

  	
  Temporary Notes.

  	
   

  
	
  Section 2.11

  	
  Cancellation.

  	
   

  
	
  Section 2.12

  	
  Defaulted Interest.

  	
   

  
	
  Section 2.13

  	
  CUSIP Numbers

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 3

  REDEMPTION AND PREPAYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Notices to Trustee.

  	
   

  
	
  Section 3.02

  	
  Selection of Notes to Be
  Redeemed or Purchased.

  	
   

  
	
  Section 3.03

  	
  Notice of Redemption or
  Purchase.

  	
   

  
	
  Section 3.04

  	
  Effect of Notice of
  Redemption or Purchase.

  	
   

  
	
  Section 3.05

  	
  Deposit of Redemption or
  Purchase Price.

  	
   

  
	
  Section 3.06

  	
  Notes Redeemed or Purchased
  in Part.

  	
   

  
	
  Section 3.07

  	
  Optional Redemption.

  	
   

  
	
  Section 3.08

  	
  Mandatory Redemption.

  	
   

  
	
  Section 3.09

  	
  Offer to Purchase by
  Application of Excess Proceeds.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 4

  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Payment of Notes.

  	
   

  
	
  Section 4.02

  	
  Maintenance of Office or
  Agency.

  	
   

  
	
  Section 4.03

  	
  Reports.

  	
   

  
	
  Section 4.04

  	
  Compliance Certificate.

  	
   

  
	
  Section 4.05

  	
  Taxes.

  	
   

  
	
  Section 4.06

  	
  Stay, Extension and Usury
  Laws.

  	
   

  
	
  Section 4.07

  	
  Restricted Payments.

  	
   

  
	
  Section 4.08

  	
  Incurrence
  of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

  	
   

  



 


i





















 


	
  Section 4.09

  	
  Asset Sales

  	
   

  
	
  Section 4.10

  	
  Transactions
  with Affiliates.

  	
   

  
	
  Section 4.11

  	
  Liens.

  	
   

  
	
  Section 4.12

  	
  Business
  Activities.

  	
   

  
	
  Section 4.13

  	
  Corporate
  Existence.

  	
   

  
	
  Section 4.14

  	
  Offer
  to Repurchase Upon Change of Control.

  	
   

  
	
  Section 4.15

  	
  Payments
  for Consent.

  	
   

  
	
  Section 4.16

  	
  Designation
  of Restricted and Unrestricted Subsidiaries.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 5

  SUCCESSORS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Merger,
  Consolidation, or Sale of Assets.

  	
   

  
	
  Section 5.02

  	
  Successor
  Corporation Substituted.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 6

  DEFAULTS AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Events of
  Default.

  	
   

  
	
  Section 6.02

  	
  Acceleration.

  	
   

  
	
  Section 6.03

  	
  Other
  Remedies.

  	
   

  
	
  Section 6.04

  	
  Waiver
  of Past Defaults.

  	
   

  
	
  Section 6.05

  	
  Control
  by Majority.

  	
   

  
	
  Section 6.06

  	
  Limitation
  on Suits.

  	
   

  
	
  Section 6.07

  	
  Rights
  of Holders to Receive Payment.

  	
   

  
	
  Section 6.08

  	
  Collection
  Suit by Trustee.

  	
   

  
	
  Section 6.09

  	
  Trustee
  May File Proofs of Claim.

  	
   

  
	
  Section 6.10

  	
  Priorities.

  	
   

  
	
  Section 6.11

  	
  Undertaking
  for Costs.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 7

  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Duties of
  Trustee.

  	
   

  
	
  Section 7.02

  	
  Rights of
  Trustee.

  	
   

  
	
  Section 7.03

  	
  Individual
  Rights of Trustee.

  	
   

  
	
  Section 7.04

  	
  Trustee’s
  Disclaimer.

  	
   

  
	
  Section 7.05

  	
  Notice of
  Defaults.

  	
   

  
	
  Section 7.06

  	
  Reports
  by Trustee to Holders.

  	
   

  
	
  Section 7.07

  	
  Compensation
  and Indemnity.

  	
   

  
	
  Section 7.08

  	
  Replacement
  of Trustee.

  	
   

  
	
  Section 7.09

  	
  Successor
  Trustee by Merger, etc.

  	
   

  
	
  Section 7.10

  	
  Eligibility;
  Disqualification.

  	
   

  
	
  Section 7.11

  	
  Preferential
  Collection of Claims Against Company.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 8

  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Option
  to Effect Legal Defeasance or Covenant Defeasance.

  	
   

  
	
  Section 8.02

  	
  Legal
  Defeasance and Discharge.

  	
   

  
	
  Section 8.03

  	
  Covenant
  Defeasance.

  	
   

  
	
  Section 8.04

  	
  Conditions
  to Legal or Covenant Defeasance.

  	
   

  
	
  Section 8.05

  	
  Deposited
  Money and Government Securities to be Held in Trust; Other Miscellaneous
  Provisions.

  	
   

  
	
  Section 8.06

  	
  Repayment
  to Company.

  	
   

  



 


ii





















 


	
  Section 8.07

  	
  Reinstatement.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 9

  AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Without
  Consent of Holders.

  	
   

  
	
  Section 9.02

  	
  With
  Consent of Holders.

  	
   

  
	
  Section 9.03

  	
  Compliance
  with Trust Indenture Act.

  	
   

  
	
  Section 9.04

  	
  Revocation
  and Effect of Consents.

  	
   

  
	
  Section 9.05

  	
  Notation
  on or Exchange of Notes.

  	
   

  
	
  Section 9.06

  	
  Trustee
  to Sign Amendments, etc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 10

  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Satisfaction
  and Discharge.

  	
   

  
	
  Section 10.02

  	
  Application
  of Trust Money.

  	
   

  
	
  Section 10.03

  	
  Repayment
  to the Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 11

  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Trust
  Indenture Act Controls.

  	
   

  
	
  Section 11.02

  	
  Notices.

  	
   

  
	
  Section 11.03

  	
  Communication
  by Holders with Other Holders of Notes.

  	
   

  
	
  Section 11.04

  	
  Certificate
  and Opinion as to Conditions Precedent.

  	
   

  
	
  Section 11.05

  	
  Statements
  Required in Certificate or Opinion.

  	
   

  
	
  Section 11.06

  	
  Rules by
  Trustee and Agents.

  	
   

  
	
  Section 11.07

  	
  No
  Personal Liability of Directors, Officers, Employees and Stockholders.

  	
   

  
	
  Section 11.08

  	
  Governing
  Law.

  	
   

  
	
  Section 11.09

  	
  No
  Adverse Interpretation of Other Agreements.

  	
   

  
	
  Section 11.10

  	
  Successors.

  	
   

  
	
  Section 11.11

  	
  Severability.

  	
   

  
	
  Section 11.12

  	
  Counterpart
  Originals.

  	
   

  
	
  Section 11.13

  	
  Table
  of Contents, Headings, etc.

  	
   

  



 


EXHIBITS


 


	
  Exhibit A1

  	
  FORM OF NOTE

  	
   

  
	
  Exhibit A2

  	
  FORM OF
  REGULATION S TEMPORARY GLOBAL NOTE

  	
   

  
	
  Exhibit B

  	
  FORM OF CERTIFICATE OF TRANSFER

  	
   

  
	
  Exhibit C

  	
  FORM OF
  CERTIFICATE OF EXCHANGE

  	
   

  



 


iii





















 


INDENTURE dated as of May 2,
2005 between NewPage Holding Corporation (the “Company”),
a Delaware corporation, and HSBC Bank USA, National Association, as trustee.


 


The Company and the Trustee
agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders (as defined) of the Floating
Rate Senior Unsecured PIK Notes due 2013 (the “Notes”):


 


ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section 1.01           Definitions.


 


“144A Global
Note” means a Global Note substantially in the form of Exhibit A1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.


 


“Acquired
Debt” means, with respect to any specified Person:


 


(1) Indebtedness
of any other Person existing at the time such other Person is merged with or
into or became a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other
Person merging with or into, or becoming a Restricted Subsidiary of, such
specified Person; and


 


(2) Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


“Acquisition”
means the transactions contemplated by the Purchase Agreement dated as of January 14,
2005, as amended, between Escanaba Timber LLC (formerly named Maple Acquisition
LLC) and MeadWestvaco Corporation, including the borrowings under the NewPage Credit
Agreements and the offering of the NewPage Notes and the Notes.


 


“Additional
Notes” means additional Notes (other than the Initial Notes and the
Exchange Notes) issued under this Indenture in accordance with Sections 2.02,
4.01 and 4.08 hereof, as part of the same series as the Initial Notes.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person.  For purposes of
this definition, “control,” as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided
that beneficial ownership of 10% or more of the Voting Stock of a Person will
be deemed to be control.  For purposes of
this definition, the terms “controlling,” “controlled by” and “under common
control with” have correlative meanings.


 


“Agent”
means any Registrar, co-registrar, Paying Agent or additional paying agent.


 


 “Applicable Procedures”
means, with respect to any transfer, redemption or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer, redemption
or exchange.


 


1





















 


“Asset Sale”
means:


 


(1) the
sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company and its
Restricted Subsidiaries taken as a whole shall be governed by Sections 4.14 and
5.01 of this Indenture and not by Section 4.09 of this Indenture; and


 


(2) the
issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or
the sale of Equity Interests in any of its Subsidiaries (other than directors’
qualifying Equity Interests or Equity Interests required by applicable law to
be held by a Person other than the Company or a Restricted Subsidiary).


 


Notwithstanding the
preceding, none of the following items will be deemed to be an Asset Sale:


 


(1) any
single transaction or series of related transactions that involves assets having
a Fair Market Value of less than $10.0 million;


 


(2) a
transfer of assets between or among the Company and its Restricted
Subsidiaries;


 


(3) an
issuance of Equity Interests by a Restricted Subsidiary of the Company to the
Company or to a Restricted Subsidiary of the Company;


 


(4) the
licensing of intellectual property or other general intangibles to third
persons on customary terms as determined by the Board of Directors in good
faith and the ordinary course of business;


 


(5) the
sale or disposition in the ordinary course of business of any property or
equipment that has become damaged, worn-out or obsolete, in the ordinary course
of business;


 


(6) to
the extent allowable under Section 1031 of the Internal Revenue Code of
1986, any exchange of like property for use in a Permitted Business;


 


(7) the
sale or other disposition of cash or Cash Equivalents;


 


(8) a
Restricted Payment that does not violate Section 4.07 of this Indenture or
a Permitted Investment;


 


(9) the
sale, lease, sub-lease, license, sub-license, consignment, conveyance or other
disposition of equipment, inventory or other assets in the ordinary course of
business, including leases with respect to facilities that are temporarily not
in use or pending their disposition, or accounts receivable in connection with
the compromise, settlement or collection thereof;


 


(10) the
creation of a Lien (but not the sale or other disposition of property subject
to such Lien); and


 


(11) the
transfer or sale of Receivables and Related Assets of the type specified in the
definition of “Qualified Receivables Transaction” to a Receivables Entity or to
any other Person in connection with a Qualified Receivables Transaction or the
creation of a Lien on any such Receivables or Related Assets in connection with
a Qualified Receivables Transaction.


 


2





















 


“Attributable
Debt” in respect of a Sale/Leaseback Transaction means, as at the
time of determination, the present value (discounted at the interest rate borne
by the Notes as at the time of determination, compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended); provided, however,
that if such Sale/Leaseback Transaction results in a Capital Lease Obligation,
the amount of Indebtedness represented thereby will be determined in accordance
with the definition of “Capital Lease Obligation.”


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law
for the relief of debtors.


 


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of
any particular “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), such “person” will be deemed to have beneficial ownership of
all securities that such “person” has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. 
The terms “Beneficially Owns” and “Beneficially Owned” have a
corresponding meaning.


 


“Board of
Directors” means:


 


(1) with
respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;


 


(2) with
respect to a partnership, the Board of Directors of the general partner of the
partnership;


 


(3) with
respect to a limited liability company, the managing member or members or any
controlling committee or board of directors of such company or of the sole
member or of the managing member thereof; and


 


(4) with
respect to any other Person, the board or committee of such Person serving a
similar function.


 


“Borrowing
Base” means, as of any date, an amount equal to:


 


(1) 85%
of the face amount of all accounts receivable owned by NewPage and its
Restricted Subsidiaries as of the end of the most recent fiscal quarter
preceding such date that were not more than 180 days past due; plus


 


(2) 75%
of the book value of all inventory, net of reserves, owned by NewPage and
its Restricted Subsidiaries as of the end of the most recent fiscal quarter
preceding such date;


 


provided that any accounts receivable or inventory that
are utilized in connection with a Qualified Receivables Transaction will be
excluded from the Borrowing Base.


 


“Broker-Dealer”
has the meaning set forth in the Registration Rights Agreement.


 


“Business Day”
means any day other than a Legal Holiday.


 


“Calculation Agent”
means HSBC Bank USA, National Association, and any successor thereto.


 


3





















 


“Capital
Lease Obligation” means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet prepared in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the
first date upon which such lease may be prepaid by the lessee without payment
of a penalty.


 


“Capital
Stock” means:


 


(1) in
the case of a corporation, corporate stock;


 


(2) in
the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;


 


(3) in
the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and


 


(4) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person, but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.


 


“Cash
Equivalents” means:


 


(1) United
States dollars;


 


(2) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States
is pledged in support of those securities) having maturities of not more than
360 days from the date of acquisition;


 


(3) certificates
of deposit and eurodollar time deposits with maturities of six months or less
from the date of acquisition, bankers’ acceptances with maturities not
exceeding six months and overnight bank deposits, in each case, with any lender
party to the NewPage Credit Agreements or with any domestic commercial
bank having capital and surplus in excess of $500.0 million and a Thomson Bank
Watch Rating of “B” or better at the time of acquisition;


 


(4) repurchase
obligations for underlying securities of the types described in clauses (2) and
(3) above entered into with any financial institution meeting the
qualifications specified in clause (3) above;


 


(5) commercial
paper having at the time of acquisition one of the two highest ratings
obtainable from Moody’s Investors Service, Inc. or Standard &
Poor’s Rating Service and, in each case, maturing within nine months after the
date of acquisition;


 


(6) securities
issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof maturing
within one year from the date of acquisition thereof and at the time of
acquisition thereof, having one of the two highest ratings obtainable from
either Standard & Poor’s Rating Services or Moody’s Investors Service, Inc.;


 


4





















 


(7) money
market funds at least 95% of the assets of which constitute Cash Equivalents of
the kinds described in clauses (1) through (6) of this definition;
and


 


(8) local
currencies held by the Company or any of its Restricted Subsidiaries, from time
to time in the ordinary course of business and consistent with past practice.


 


“Change of
Control” means the occurrence of any of the following:


 


(1) the
direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation of the Company), in one or a
series of related transactions, of all or substantially all of the properties
or assets of the Company and its Subsidiaries taken as a whole to any “person”
(as that term is used in Section 13(d) of the Exchange Act) other
than a Principal or a Related Party of a Principal;


 


(2) the
adoption of a plan relating to the liquidation or dissolution of the Company;


 


(3) the
consummation of any transaction (including, without limitation, any merger or
consolidation), the result of which is that any “person” (as defined above),
other than a Principal or a Related Party of a Principal, becomes the
Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock
of the Company, measured by voting power rather than number of shares;


 


(4) after
an initial public offering of the Company or any direct or indirect parent of
the Company, the first day on which a majority of the members of the Board of
Directors of the Company are not Continuing Directors; or


 


(5) the
Company ceases to directly own all outstanding Equity Interests of NewPage.


 


“Clearstream”
means Clearstream Banking, S.A. and any successor thereto.


 


“Company”
means NewPage Holding Corporation, a Delaware corporation, and any and all
successors thereto.


 


 “Consolidated Adjusted
EBITDA” means, with respect to any specified Person for any period,
the Consolidated Net Income of such Person for such period plus,
without duplication:


 


(1) an
amount equal to any extraordinary loss plus any net
loss realized by such Person or any of its Restricted Subsidiaries in
connection with an Asset Sale, to the extent such losses were deducted in
computing such Consolidated Net Income; plus


 


(2) provision
for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was
deducted in computing such Consolidated Net Income; plus


 


(3) Interest
Expense of such Person and its Restricted Subsidiaries for such period, to the
extent that such Interest Expense was deducted in computing such Consolidated
Net Income; plus


 


(4) depreciation,
amortization (including amortization of intangibles but excluding amortization
of prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents
an accrual of or reserve for cash expenses in any future period or amortization
of a prepaid cash expense that was


 


5





















 


paid in a prior period) of such
Person and its Restricted Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income; plus


 


(5) nonrecurring
charges or expenses made or incurred in connection with any restructuring and
transaction costs incurred in connection with any future acquisition, to the
extent deducted in computing such Consolidated Net Income; minus


 


(6) non-cash
items increasing such Consolidated Net Income for such period, other than the
accrual of revenue in the ordinary course of business,


 


in each case, on a
consolidated basis and determined in accordance with GAAP; provided
that for each fiscal quarter ending prior to the date of this Indenture, the
Consolidated Adjusted EBITDA of the Company will be deemed to be $85.0 million.


 


“Consolidated
Coverage Ratio” means with respect to any specified Person for any
period, the ratio of the Consolidated Adjusted EBITDA of such Person for such
period to the Interest Expense of such Person for such period.  In the event that the specified Person or any
of its Restricted Subsidiaries incurs, assumes, guarantees, repays,
repurchases, redeems, defeases or otherwise discharges any Indebtedness (other
than ordinary working capital borrowings) or issues, repurchases or redeems
Disqualified Stock subsequent to the commencement of the period for which the
Consolidated Coverage Ratio is being calculated and on or prior to the date on
which the event for which the calculation of the Consolidated Coverage Ratio is
made (the “Calculation Date”), then the
Consolidated Coverage Ratio will be calculated giving pro forma effect to such
incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance
or other discharge of Indebtedness, or such issuance, repurchase or redemption
of Disqualified Stock, and the use of the proceeds therefrom, as if the same
had occurred at the beginning of the applicable four-quarter reference period.


 


In addition, for purposes of
calculating the Consolidated Coverage Ratio:


 


(1) acquisitions
that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations, or any Person or any
of its Restricted Subsidiaries acquired by the specified Person or any of its
Restricted Subsidiaries, and including any related financing transactions and
including increases in ownership of Restricted Subsidiaries, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date will be given pro forma effect (in accordance
with Regulation S-X under the Securities Act), including Pro Forma Cost Savings
whether or not such Pro Forma Cost Savings comply with Regulation S-X, as if
they had occurred on the first day of the four-quarter reference period;


 


(2) the
Consolidated Adjusted EBITDA attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses (and ownership
interests therein) disposed of prior to the Calculation Date, will be excluded
(including by adding back the amount of any attributable Consolidated Adjusted
EBITDA that was negative);


 


(3) the
Interest Expense attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests
therein) disposed of prior to the Calculation Date, will be excluded, but only
to the extent that the obligations giving rise to such Interest Expense will
not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date;


 


6





















 


(4) any
Person that is a Restricted Subsidiary on the Calculation Date will be deemed
to have been a Restricted Subsidiary at all times during such four-quarter
period;


 


(5) any
Person that is not a Restricted Subsidiary on the Calculation Date will be
deemed not to have been a Restricted Subsidiary at any time during such
four-quarter period: and


 


(6) if
any Indebtedness bears a floating rate of interest, the interest expense on
such Indebtedness will be calculated as if the rate in effect on the
Calculation Date had been the applicable rate for the entire period (taking
into account any Hedging Obligation applicable to such Indebtedness if such
Hedging Obligation has a remaining term as at the Calculation Date in excess of
12 months).


 


“Consolidated
Group Leverage Ratio” means, on any date, the ratio of:


 


(1) the
aggregate principal amount, without duplication, of all Indebtedness of the
Company plus all Indebtedness of Subsidiaries of the Company (other than
Unrestricted Subsidiaries of the Company that are Subsidiaries of NewPage),
with letters of credit being deemed to have a principal amount for this purpose
equal to the face amount thereof, whether or not drawn, to:


 


(2) the
aggregate amount of the Company’s Consolidated Adjusted EBITDA for the most
recent four-quarter period for which financial information is available.


 


In addition, for purposes of
calculating the Consolidated Group Leverage Ratio:


 


(1) acquisitions
that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations, or any Person or any
of its Restricted Subsidiaries acquired by the specified Person or any of its
Restricted Subsidiaries, and including any related financing transactions and
including increases in ownership of Restricted Subsidiaries, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the date on which the event for which the calculation of the
Consolidated Group Leverage Ratio is made (the “Group
Leverage Calculation Date”) will be given pro forma effect (in
accordance with Regulation S-X under the Securities Act), including Pro Forma
Cost Savings whether or not such Pro Forma Cost Savings comply with Regulation
S-X, as if they had occurred on the first day of the four-quarter reference
period;


 


(2) the
Consolidated Adjusted EBITDA attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses (and ownership
interests therein) disposed of prior to the Group Leverage Calculation Date,
will be excluded (including by adding back the amount of any attributable
Consolidated Adjusted EBITDA that was negative);


 


(3) the
Interest Expense attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests
therein) disposed of prior to the Group Leverage Calculation Date, will be
excluded, but only to the extent that the obligations giving rise to such
Interest Expense will not be obligations of the specified Person or any of its
Restricted Subsidiaries following the Group Leverage Calculation Date;


 


(4) any
Person that is a Restricted Subsidiary on the Group Leverage Calculation Date
will be deemed to have been a Restricted Subsidiary at all times during such
four-quarter period: and


 


7





















 


(5) any
Person that is not a Restricted Subsidiary on the Group Leverage Calculation
Date will be deemed not to have been a Restricted Subsidiary at any time during
such four-quarter period.


 


“Consolidated
Net Income” means, with respect to any specified Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:


 


(1) the
Net Income (but not loss) of any Person that is not a Restricted Subsidiary or
that is accounted for by the equity method of accounting shall be included only
to the extent of the amount of dividends or similar distributions paid in cash
to the specified Person or a Restricted Subsidiary of the Person;


 


(2) the
cumulative effect of a change in accounting principles will be excluded;


 


(3) all
goodwill impairment charges will be excluded;


 


(4) non-cash
compensation charges or other non-cash expenses or charges arising from the
grant of or issuance or repricing of stock, stock options or other equity-based
awards to directors, officers or employees of the Company and its Restricted
Subsidiaries will be excluded;


 


(5) transaction
costs and restructuring charges incurred in connection with the Acquisition, in
an aggregate amount not to exceed $10.0 million, will be excluded; and


 


(6) interest
and Special Interest, if any, on the Notes paid by the Company in the form of
Additional Notes issued pursuant to Section 4.01 hereof will be excluded.


 


“Continuing
Directors” means, as of any date of determination, any member of the
Board of Directors of the Company who:


 


(1) was
a member of such Board of Directors on the date of this Indenture; or


 


(2) was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election.


 


“Corporate
Trust Office of the Trustee” shall be at the address of the Trustee
specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company.


 


“Credit
Facilities” means, one or more debt facilities (including, without
limitation, the NewPage Credit Agreements), indentures or commercial paper
facilities, in each case, with banks or other institutional lenders or a
trustee providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special
purpose entities formed to borrow from such lenders against such receivables)
or letters of credit or issuances of notes, in each case, as amended, restated,
modified, renewed, refunded, replaced (whether upon or after termination or
otherwise), substituted or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.


 


“Custodian”
means the Trustee, as custodian with respect to the Notes issuable or issued in
whole or in part in global form, or any successor entity thereto appointed as
Custodian hereunder and having become such pursuant to the applicable
provisions of this Indenture .


 


8





















 


“Default”
means any event that is, or with the passage of time or the giving of notice or
both would be, an Event of Default.


 


“Definitive
Note” means a certificated Note registered in the name of the Holder
thereof and issued in accordance with Section 2.06 or Section 2.10
hereof, substantially in the form of Exhibit A1 hereto except that such
Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in
global form, the Person specified in Section 2.03 hereof as the Depositary
with respect to the Notes, and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable
provision of this Indenture.


 


“Designated
Non-cash Consideration” means the Fair Market Value of non-cash
consideration received by the Company or any Restricted Subsidiary in
connection with an Asset Sale that is so designated as Designated Non-cash
Consideration pursuant to an Officers’ Certificate delivered to the Trustee,
setting forth the basis of such valuation.


 


“Determination
Date” means, with respect to an Interest Period, the second London
Banking Day preceding the first day of such Interest Period.


 


 “Disqualified Stock”
means any Capital Stock that, by its terms (or by the terms of any security
into which it is convertible, or for which it is exchangeable, in each case, at
the option of the holder of the Capital Stock), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder of the
Capital Stock, in whole or in part, on or prior to the date that is 91 days
after the date on which the Notes mature. 
Notwithstanding the preceding sentence, any Capital Stock that would
constitute Disqualified Stock solely because the holders of the Capital Stock
have the right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07
hereof.  The amount of Disqualified Stock
deemed to be outstanding at any time for purposes of this Indenture will be the
maximum amount that the Company and its Restricted Subsidiaries may become
obligated to pay upon the maturity of, or pursuant to any mandatory redemption
provisions of, such Disqualified Stock, exclusive of accrued dividends.


 


“Domestic
Subsidiary” means any Restricted Subsidiary of the Company that was
formed under the laws of the United States or any state of the United States or
the District of Columbia or that Guarantees or otherwise provides direct credit
support for any Indebtedness of the Company.


 


“Equity
Interests” means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


 


“Euroclear”
means Euroclear Bank, S.A./N.V., as operator of the Euroclear system and any
successor thereto.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Exchange
Notes” means the Notes issued in the Exchange Offer pursuant to the
Registration Rights Agreement.


 


9





















 


“Exchange
Offer” has the meaning set forth for such term in the Registration
Rights Agreement.


 


“Exchange
Offer Registration Statement” has the meaning set forth in the
Registration Rights Agreement.


 


“Existing
Indebtedness” means Indebtedness of the Company and its Subsidiaries
(other than Indebtedness under the NewPage Credit Agreements) in existence
on the date of this Indenture.


 


“Fair Market
Value” means the value that would be paid by a willing buyer to an
unaffiliated willing seller in a transaction not involving distress or
necessity of either party, determined in good faith by the Board of Directors
of the Company (unless otherwise provided in this Indenture).


 


“Foreign
Subsidiary” means any Restricted Subsidiary of the Company that is
not a Domestic Subsidiary.


 


“GAAP”
means generally accepted accounting principles which are in effect on the date
of this Indenture set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession or in the rules and
regulations of the SEC governing the inclusion of financial statements
(including pro forma financial statements) in periodic reports required to be
filed pursuant to Section 13 of the Exchange Act, including opinions and
pronouncements in staff accounting bulletins and similar written statements
from the accounting staff of the SEC.


 


“Global Note
Legend” means the legend set forth in Section 2.06(g)(2) hereof,
which is required to be placed on all Global Notes issued under this Indenture.


 


“Global Notes”
means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes deposited with or on behalf of and registered in
the name of the Depository or its nominee, substantially in the form of Exhibit A1
hereto and that bears the Global Note Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, issued in
accordance with Section 2.01(b), 2.06(b)(3), 2.06(b)(4), 2.06(d) or
2.06(f) hereof.


 


“Government
Securities” means direct obligations of, or obligations guaranteed
by, the United States of America (including any agency or instrumentality
thereof), and the payment for which the United States pledges its full faith
and credit.


 


“Guarantee”
means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any
manner including, without limitation, by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take or pay or to maintain financial statement
conditions or otherwise).


 


 “Hedging Obligations”
means, with respect to any specified Person, the obligations of such Person
under:


 


(1) interest
rate swap agreements (whether from fixed to floating or from floating to
fixed), interest rate cap agreements, interest rate collar agreements and other
agreements or arrangements designated for the purpose of fixing, hedging or
swapping interest rate risk;


 


10





















 


(2) other
agreements or arrangements designed to manage interest rates or interest rate
risk; and


 


(3) other
agreements or arrangements designed to protect such Person against fluctuations
in currency exchange rates or commodity prices.


 


 “Holder” means a
Person in whose name a Note is registered.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person
(excluding accrued expenses and trade payables), whether or not contingent:


 


(1) in
respect of borrowed money;


 


(2) evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) (other than letters of credit
issued in respect of trade payables entered into in the ordinary course);


 


(3) in
respect of banker’s acceptances;


 


(4) representing
Capital Lease Obligations;


 


(5) representing
the balance deferred and unpaid of the purchase price of any property or
services due more than six months after such property is acquired or such
services are completed; or


 


(6) representing
any Hedging Obligations,


 


if
and to the extent any of the preceding items (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP.  In addition, the term “Indebtedness” includes
all Indebtedness of others secured by a Lien on any asset of the specified
Person (whether or not such Indebtedness is assumed by the specified Person)
and, to the extent not otherwise included, the Guarantee by the specified
Person of any Indebtedness of any other Person.


 


Notwithstanding the
foregoing, in connection with the purchase by NewPage or any Restricted
Subsidiary of NewPage of any business, the term “Indebtedness” will
exclude post-closing payment adjustments to which the seller may become
entitled to the extent such payment is determined by a final closing balance
sheet or such payment depends on the performance of such business after the
closing; provided, however, that at the time of
closing, the amount of any such payment is not determinable and, to the extent
such payment thereafter becomes fixed and determined, the amount is paid within
30 days thereafter.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Indirect
Participant” means a Person who holds a beneficial interest in a
Global Note through a Participant.


 


“Initial
Notes” means the first $125,000,000 aggregate principal amount of
Notes issued under this Indenture on the date hereof.


 


 “Insolvency or Liquidation
Proceeding” means:


 


11





















 


(1)                                  any
case commenced by or against the Company under Title 11, U.S. Code or any
similar federal or state law for the relief of debtors, any other proceeding
for the reorganization, recapitalization or adjustment or marshalling of the
assets or liabilities of the Company, any receivership or assignment for the
benefit of creditors relating to the Company or any similar case or proceeding
relative to the Company or its creditors, as such, in each case whether or not
voluntary;


 


(2)                                  any
liquidation, dissolution, marshalling of assets or liabilities or other winding
up of or relating to the Company, in each case whether or not voluntary and
whether or not involving bankruptcy or insolvency; or


 


(3)                                  any
other proceeding of any type or nature in which substantially all claims of creditors
of the Company are determined and any payment or distribution is or may be made
on account of such claims.


 


“Insurance
Financing Arrangements” means any agreement between the Company or
any of its Subsidiaries with an insurance carrier or an Affiliate of such
issuance carrier providing insurance maintained by the Company or any of its
Subsidiaries in the ordinary course of business which enables the Company and
its Subsidiaries to pay any insurance premiums and applicable financing charges
due in respect of any such insurance coverage in installments over the term of
the applicable insurance policy.


 


“Interest
Expense” means, with respect to any specified Person for any period,
the sum, without duplication, of:


 


(1) the
consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued, including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to commissions, discounts and other
fees and charges incurred in respect of letter of credit or bankers’ acceptance
financings, and net of the effect of all payments made or received pursuant to
Hedging Obligations in respect of interest rates; plus


 


(2) the
consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period, whether paid or accrued; plus


 


(3) any
interest on Indebtedness of another Person that is guaranteed by such Person or
one of its Restricted Subsidiaries or secured by a Lien on assets of such
Person or one of its Restricted Subsidiaries, whether or not such Guarantee or
Lien is called upon; plus


 


(4) the
product of (a) all dividends, whether paid or accrued and whether or not
in cash, on any series of Disqualified Stock of such Person or any Disqualified
Stock or preferred stock of any of its Restricted Subsidiaries, other than
dividends on Equity Interests payable solely in Equity Interests of the Company
(other than Disqualified Stock) or to the Company or a Restricted Subsidiary of
the Company, times (b) a fraction, the
numerator of which is one and the denominator of which is one minus the then current combined federal, state and local
statutory tax rate of such Person, expressed as a decimal,


 


in each case, determined on a
consolidated basis in accordance with GAAP; provided, however, that interest and Special Interest, if any, on
Notes paid by the Company in the form of Additional Notes issued pursuant to Section 4.01
hereof will be excluded from the calculation of Interest Expense.


 


12





















 


“Interest
Period” means, for purposes of the Notes, the period commencing on
and including an interest payment date and ending on and including the day
immediately preceding the next succeeding interest payment date, with the
exception that the first Interest Period shall commence on and include the date
of this Indenture and end on and include November 1, 2005.


 


“Investments”
means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates of such Person) in the forms of
loans (including Guarantees or other obligations), advances or capital
contributions (excluding (i) commission, travel and similar advances to
officers and employees made in the ordinary course of business and (ii) extensions
of credit to customers or advances, deposits or payment to or with suppliers,
lessors or utilities or for workers’ compensation, in each case, that are
incurred in the ordinary course of business and recorded as accounts
receivable, prepaid expenses or deposits on the balance sheet of such Person
prepared in accordance with GAAP), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP. 
If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of the Company, the Company
will be deemed to have made an Investment on the date of any such sale or
disposition equal to the Fair Market Value of the Company’s Investments in such
Subsidiary that were not sold or disposed of in an amount determined as
provided in Section 4.07(c) hereof. 
Except as otherwise provided in this Indenture, the amount of an
Investment will be determined at the time the Investment is made and without
giving effect to subsequent changes in value.


 


“Legal
Holiday” means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday at a place
of payment, payment may be made at that place on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue on such payment for the
intervening period.


 


“Letter of
Transmittal” means the letter of transmittal, or its electronic equivalent
in accordance with the Applicable Procedures to be prepared by the Company and
sent to all Holders for use by such Holders in connection with the Exchange
Offer.


 


“LIBOR”
means, with respect to an Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars
for a six month period beginning on the second London Banking Day after the
Determination Date that appears on Telerate Page 3750 as of 11:00 a.m.,
London time, on the Determination Date.  If Telerate Page 3750 does
not include such a rate or is unavailable on a Determination Date, the
Calculation Agent will request the principal London office of each of four
major banks in the London interbank market, as selected by the Calculation
Agent (after consultation with the Company), to provide such bank’s offered
quotation (expressed as a percentage per annum), as
of approximately 11:00 a.m., London time, on such Determination Date, to
prime banks in the London interbank market for deposits in a Representative
Amount in U.S. dollars for a six month period beginning on the second London
Banking Day after the Determination Date.  If at least two such offered
quotations are so provided, the rate for the Interest Period will be the
arithmetic mean of such quotations.  If fewer than two such quotations
are so provided, the Calculation Agent will request each of three major banks
in New York City, as selected by the Calculation Agent (after consultation with
the Company), to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York
City time, on such Determination Date, for loans in a Representative Amount in
U.S. dollars to leading European banks for a six month period beginning on the
second London Banking Day after the Determination Date.  If at least two such rates are so
provided, the rate for the Interest Period will be the arithmetic mean of such
rates.  If
fewer than two such rates are so provided, then the rate for the Interest


 


13





















 


Period
will be the rate in effect with respect to the immediately preceding Interest
Period.  Notwithstanding
the foregoing, LIBOR for the first Interest Period will be 3.38%.


 


 “Lien” means,
with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
such asset.


 


“London
Banking Day” means any business day in which dealings in U.S. dollar
deposits are transacted in the London interbank market.


 


“Net Income”
means, with respect to any specified Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect
of preferred stock dividends, excluding, however:


 


(1) any
gain (or loss), together with any related provision for taxes on such gain (or
loss), realized in connection with: (a) any Asset Sale (without giving
effect to the $10.0 million threshold provided in the definition thereof); or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries;


 


(2) any
extraordinary gain (or loss), together with any related provision for taxes on
such extraordinary gain (or loss); and


 


(3) any
unrealized non-cash gains or losses in respect of Hedging Obligations
(including those resulting from the application of FAS 133), to the extent that
such gains or losses are deducted in computing Net Income.


 


“Net Proceeds”
means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any
non-cash consideration, including Designated Non-cash Consideration, received
in any Asset Sale), net of the direct costs relating to such Asset Sale,
including, without limitation, legal, accounting and investment banking fees,
appraisal and insurance adjuster fees and sales commissions, and any relocation
expenses incurred as a result of the Asset Sale, taxes paid or payable as a
result of the Asset Sale, in each case, after taking into account, without
duplication, (1) any amounts required to be applied to the repayment of
Indebtedness, other than revolving credit Indebtedness unless there is a
required reduction in commitments, secured by a Lien on the asset or assets
that were the subject of such Asset Sale, (2) any reserve or payment with
respect to liabilities associated with such asset or assets and retained by the
Company or a Restricted Subsidiary after such sale or other disposition
thereof, including, without limitation, severance costs, pension and other
post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations associated with such
transaction, (3) any reserves for adjustment in respect of the sale price
of such asset established in accordance with GAAP, and (4) any cash
escrows in connection with purchase price adjustments, reserves or indemnities
(until released).


 


“NewPage”
means NewPage Corporation, a Delaware corporation.


 


“NewPage Credit
Agreements” means that certain (i) Revolving Loan Credit and
Guaranty Agreement, dated as of the date hereof, by and among NewPage, the
guarantors party thereto, the lenders party thereto, Goldman Sachs Credit
Partners L.P., as Administrative Agent, Joint Lead Arranger, Joint Bookrunner
and Co-Syndication Agent, UBS Securities LLC, as Joint Lead Arranger, Joint
Bookrunner


 


14





















 


and
Co-Syndication Agent, and JPMorgan Chase Bank, N.A., as revolving loan
collateral agent and (ii) Term Loan Credit and Guaranty Agreement, dated
the date of this Indenture, by and among NewPage, the guarantors party thereto,
the lenders party thereto and Goldman Sachs Credit Partners L.P., as
Administrative Agent, and certain other agents and arrangers, in each case,
including any related notes, Guarantees, collateral documents, instruments and
agreements executed in connection therewith, and, in each case, as amended, restated,
modified, renewed, refunded, replaced (whether upon or after termination or
otherwise) or refinanced (including by means of a receivables financing or
sales of debt securities to institutional investors) in whole or in part from
time to time, including any related agreement extending the maturity of,
refinancing, replacing or otherwise restructuring (including increasing the
amount of available borrowings or letters of credit thereunder or adding
Subsidiaries of NewPage as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.


 


 “NewPage Indentures”
means the NewPage Senior Secured Note Indentures together with the NewPage Senior
Subordinated Note Indenture.


 


“NewPage Notes”
means the NewPage Senior Secured Notes together with the NewPage Senior
Subordinated Notes.


 


“NewPage Offering
Circular” means NewPage’s offering circular, dated April 22,
2005, relating to the initial offering of the NewPage Notes.


 


 “NewPage Senior
Secured Notes” means the Floating Rate Senior Secured Notes due 2012
and the 10% Senior Secured Notes due 2012 of NewPage issued pursuant to
the NewPage Senior Secured Note Indentures.


 


“NewPage Senior
Secured Note Indentures” means, collectively, the Floating Rate
Senior Secured Note Indenture and the 10% Senior Secured Note Indenture, each
dated the date of this Indenture, and each among NewPage, and HSBC Bank USA,
National Association, as trustee, and each of the Subsidiaries of NewPage party
thereto.


 


 “NewPage Senior
Subordinated Notes” means 12% Senior Subordinated Notes due 2013 of
NewPage issued pursuant to the NewPage Senior Subordinated Note
Indenture.


 


“NewPage Senior
Subordinated Note Indenture” means the 12% Senior Subordinated Note
Indenture, dated the date of this Indenture, among NewPage, HSBC Bank USA,
National Association, as trustee, and each of the Subsidiaries of NewPage party
thereto.


 


 “Non-Recourse Debt”
means Indebtedness:


 


(1) as
to which neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness), (b) is directly or indirectly liable
as a guarantor or otherwise, or (c) constitutes the lender;


 


(2) no
default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any
other Indebtedness of the Company or any of its Restricted Subsidiaries to
declare a default on such other Indebtedness or cause the payment of the
Indebtedness to be accelerated or payable prior to its Stated Maturity; and


 


15





















 


(3) as
to which (a) the explicit terms provide that there is no recourse against
any assets of the Company or any of its Restricted Subsidiaries or (b) the
lenders have been notified in writing that they will not have any recourse to
the stock or assets of the Company or any of its Restricted Subsidiaries.


 


“Non-U.S.
Person” means a Person who is not a U.S. Person.


 


“Notes”
has the meaning assigned to it in the preamble to this Indenture.  The Initial Notes and any Additional Notes
subsequently issued under this Indenture will be treated as a single class for
all purposes under this Indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase, and unless the context
otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes.


 


“Obligations”
means any principal (including reimbursement obligations with respect to
letters of credit whether or not drawn), interest (including all interest
accrued thereon after the commencement of any Insolvency or Liquidation
Proceeding at the rate, including any applicable post-default rate, specified
in the documents governing any such Indebtedness, even if such interest is not
enforceable, allowable or allowed as a claim in such proceeding), premium (if
any), fees, indemnifications, reimbursements, expenses and other liabilities
payable under the documentation governing any such Indebtedness.


 


 “Officer” means,
with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary
or any Vice-President of such Person.


 


“Officers’ Certificate”
means a certificate signed on behalf of the Company by two Officers of the
Company, one of whom must be the principal executive officer, the principal
financial officer or the principal accounting officer of the Company, that
meets the requirements of Section 11.05 hereof.


 


“Opinion of
Counsel” means an opinion from legal counsel that meets the
requirements of Section 11.05 hereof. 
The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company.


 


“Parent Entity”
means any Person that, directly or indirectly, has record or beneficial
ownership of 50% or more of the Voting Stock or 50% or more (measured by Fair
Market Value) of the Capital Stock of the Company; provided that Escanaba
Timber LLC and its direct and indirect parent entities shall not be considered
to be Parent Entities within the meaning of this definition.


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively
(and, with respect to DTC, shall include Euroclear and Clearstream).


 


“Permitted
Business” means any business engaged in by the Company or any of its
Restricted Subsidiaries on the date of the original issuance of the Notes and
any business or other activities that are reasonably similar, ancillary,
complementary or related to, or a reasonable extension, development or
expansion of, the businesses in which the Company and its Restricted
Subsidiaries are engaged on the date of original issuance of the Notes.


 


“Permitted
Investments” means:


 


(1) any
Investment in the Company or in a Restricted Subsidiary of the Company;


 


16





















 


(2) any
Investment in Cash Equivalents;


 


(3) any
Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment:


 


(a)          such
Person becomes a Restricted Subsidiary of the Company; or


 


(b)         such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Company
or a Restricted Subsidiary of the Company;


 


(4) any
Investment made as a result of the receipt of non-cash consideration from (a) an
Asset Sale that was made pursuant to and in compliance with Section 4.09
hereof or (b) a sale or other disposition of assets not constituting an
Asset Sale;


 


(5) any
acquisition of assets or Capital Stock solely in exchange for the issuance of
Equity Interests (other than Disqualified Stock) of the Company or a direct or
indirect parent of the Company;


 


(6) any
Investment acquired by the Company or any of its Restricted Subsidiaries:


 


(a)          in
exchange for any other Investment or accounts receivable held by the Company or
any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of a Person or the good
faith settlement of delinquent obligations of a Person or of a litigation,
arbitration or other dispute, or


 


(b)         as a
result of a foreclosure by the Company or any of its Restricted Subsidiaries
with respect to any secured Investment or other transfer of title with respect
to any secured Investment in default;


 


(7) Investments
represented by Hedging Obligations;


 


(8) loans,
Guarantees of loans, advances, and other extensions of credit to or on behalf
of current and former officers, directors, employees, and consultants of the
Company, a Restricted Subsidiary of the Company, or a direct or indirect parent
of the Company made in the ordinary course of business or for the purpose of
permitting such Persons to purchase Capital Stock of the Company or any direct
or indirect parent of the Company or in connection with any relocation costs
related to the relocation of the corporate headquarters of the Company, in an
amount not to exceed $10.0 million at any one time outstanding;


 


(9) repurchases
of the NewPage Notes and the Notes;


 


(10) any
Investment of the Company or any of its Restricted Subsidiaries existing on the
date of this Indenture and any extension, modification or renewal of such
existing Investments, to the extent not involving any additional Investment
other than as the result of the accrual or accretion of interest or original
issue discount or the issuance of pay-in-kind securities, in each case pursuant
to the terms of such Investments as in effect on the date of this Indenture;


 


(11)
Guarantees otherwise permitted by the terms of this Indenture;


 


17





















 


(12)
receivables owing to the Company or any Restricted Subsidiary, prepaid
expenses, and deposits, if created, acquired or entered into in the ordinary
course of business;


 


(13)
payroll, business-related travel, and similar advances to cover matters that
are expected at the time of such advances to be ultimately treated as expenses
for accounting purposes and that are made in the ordinary course of business;


 


(14)
Investments resulting from the acquisition of a Person, otherwise permitted by
this Indenture, which Investments at the time of such acquisition were held by
the acquired Person and were not acquired in contemplation of the acquisition
of such Person;


 


(15) any
Investment in a Receivables Entity or any Investment by a Receivables Entity in
any other Person in connection with a Qualified Receivables Transaction,
including Investments of funds held in accounts permitted or required by the
arrangements governing the Qualified Receivables Transaction or any related
Indebtedness; and


 


(16) other
Investments in any Person other than an Affiliate of the Company having an
aggregate Fair Market Value (measured on the date each such Investment was made
and without giving effect to subsequent changes in value), when taken together
with all other Investments made pursuant to this clause (16) that are at the
time outstanding not to exceed the greater of $50.0 million or 2.5% of Total
Assets.


 


“Permitted
Liens” means:


 


(1) Liens
on assets of NewPage or any of its Restricted Subsidiaries securing
Indebtedness of NewPage or any of its Restricted Subsidiaries that is
permitted by the terms of this Indenture to be incurred (including, without
limitation, all Liens securing Obligations under the NewPage Credit
Agreements, the NewPage Senior Secured Notes and the NewPage Senior
Secured Note Indentures);


 


(2) Liens
in favor of the Company or any of its Restricted Subsidiaries;


 


(3) Liens
on property of a Person existing at the time such Person is merged with or into
or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to and were
not incurred in connection with or in the contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with the Company or the Subsidiary (and assets or
property affixed or appurtenant thereto);


 


(4) Liens
on property (including Capital Stock) existing at the time of acquisition of
the property by the Company or any Subsidiary of the Company (and assets or
property affixed or appurtenant thereto); provided that
such Liens were in existence prior to, such acquisition, and not incurred in
contemplation of, such acquisition;


 


(5) Liens
to secure the performance of tenders, completion guarantees, statutory
obligations, surety or appeal bonds, bids, leases, government contracts,
performance bonds or other obligations of a like nature incurred in the
ordinary course of business;


 


(6) Liens
to secure Indebtedness (including Capital Lease Obligations) or Attributable
Debt permitted by Section 4.08(b)(6) hereof covering only the assets
acquired with or financed by


 


18





















 


such Indebtedness or in the case of
real property or fixtures, including additions and improvements, the real
property on which such assets is attached;


 


(7) Liens
existing on the date of this Indenture;


 


(8) Liens
for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded; provided
that any reserve or other appropriate provision as is required in conformity
with GAAP has been made therefor;


 


(9) Liens
imposed by law, such as carriers’, warehousemen’s, landlords’, mechanics’,
suppliers’, materialmen’s and repairmen’s Liens, or in favor of customs or
revenue authorities or freight forwarders or handlers to secure payment of
custom duties, in each case, incurred in the ordinary course of business;


 


(10) any
state of facts an accurate survey would disclose, public and private roads,
timber cutting and hauling contracts, timber sales contracts, prescriptive
easements or adverse possession claims, minor encumbrances, easements or
reservations of, or rights of others for, pursuant to any leases, licenses,
rights-of-way or other similar agreements or arrangements, development, air or
water rights, sewers, electric lines, telegraph and telephone lines and other
utility lines, pipelines, service lines, railroad lines, improvements and
structures located on, over or under any property, drains, drainage ditches,
culverts, electric power or gas generating or co-generation, storage and
transmission facilities and other similar purposes, zoning or other
restrictions as to the use of real property, or minor defects in title, which
were not incurred to secure payment of Indebtedness and that do not in the
aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person;


 


(11) Liens
created for the benefit of (or to secure) the Notes;


 


(12) Liens
to secure any Permitted Refinancing Indebtedness permitted to be incurred under
this Indenture; provided, however, that the new
Lien shall be limited to all or part of the same property and assets that
secured or, under the written agreements pursuant to which the Indebtedness
being refinanced arose, could secure the original Lien (plus
improvements and accessions to, such property or proceeds or distributions
thereof);


 


(13) Liens
incurred in the ordinary course of business of NewPage or any Subsidiary
of NewPage with respect to Indebtedness and other obligations that do not
exceed $20.0 million at any one time outstanding;


 


(14) Liens
upon specific items of inventory or other goods and proceeds of any Person securing
such Person’s obligations in respect of bankers’ acceptances issued or created
for the account of such Person to facilitate the purchase, shipment or storage
of such inventory or other goods;


 


(15) Liens
incurred or pledges or deposits made in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other types
of social security and employee health and disability benefits, or
casualty—liability insurance or self insurance including any Lien securing letters
of credit issued in the ordinary course of business consistent with past
practice in connection therewith;


 


19





















 


(16)
judgment and attachment Liens not giving rise to an Event of Default and
notices of lis pendens and associated rights
related to litigation being contested in good faith by appropriate proceedings
and for which adequate reserves have been made in conformity with GAAP;


 


(17) Liens
securing Hedging Obligations incurred pursuant to clause (10) of the
definition of “Restricted Subsidiary Permitted Debt”;


 


(18) any
extension, renewal or replacement, in whole or in part, of any Lien described
in clauses (3), (4), (6), (7), (20), (21) or (22) of the definition of “Permitted
Liens”; provided that any such extension,
renewal or replacement is no more restrictive in any material respect than the
Lien so extended, renewed or replaced and does not extend to any additional
property or assets, in conformity with GAAP;


 


(19) Liens
on Receivables and Related Assets of the type specified in the definition of “Qualified
Receivables Transaction” to secure Indebtedness incurred and outstanding under
clause (2) of the definition of “Restricted Subsidiary Permitted Debt”;


 


(20) any
interest or title of a lessor, licensor or sublicensee under any operating
lease, license or sublicense, as applicable;


 


(21) Liens
on the Capital Stock of NewPage securing Credit Facilities of NewPage otherwise
permitted hereunder to be incurred (and Guarantees thereof by NewPage or
any of its Subsidiaries); and


 


(22) Liens
in favor of collecting or payor banks having a right of setoff, revocation,
refund or chargeback with respect to money or instruments of the Company or any
Restricted Subsidiary thereof on deposit with or in possession of such bank.


 


“Permitted Payments to
Parent” means payments to any direct or indirect parent of the
Company to permit such direct or indirect parent to pay reasonable accounting,
legal and administrative expenses of such Person when due, in an aggregate amount
for all such Persons not to exceed $2.0 million per annum
(or $5.0 million per annum following the
completion of an underwritten public offering of common stock of any such
direct or indirect parent holding company).


 


“Permitted
Refinancing Indebtedness” means:


 


(1) any
Indebtedness of any of the Company’s Restricted Subsidiaries (other than
Disqualified Stock) issued in exchange for, or the net proceeds of which are
used to renew, refund, refinance, replace, defease or discharge other
Indebtedness of any of the Company’s Restricted Subsidiaries (other than
Disqualified Stock and intercompany Indebtedness); provided
that:


 


(a)          the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted
value, if applicable) of the Indebtedness renewed, refunded, refinanced,
replaced, defeased or discharged (plus all
accrued interest on the Indebtedness and the amount of all fees and expenses,
including the amount of any reasonably determined premium and defeasance costs,
incurred in connection therewith and other amounts necessary to accomplish such
refinancing);


 


(b)         such
Permitted Refinancing Indebtedness has a final maturity date equal to or later
than the final maturity date of, and has a Weighted Average Life to Maturity
equal to or


 


20





















 


greater than the Weighted Average
Life to Maturity of, the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged;


 


(c)          if the
Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged is subordinated in right of payment to the Notes, such Permitted
Refinancing Indebtedness and is subordinated in right of payment to the Notes
on terms at least as favorable to the Holders as those contained in the
documentation governing the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged; and


 


(d)         such
Indebtedness is incurred by the Restricted Subsidiary who is the obligor on the
Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged; and


 


(2) any
Disqualified Stock of any of the Company’s Restricted Subsidiaries issued in
exchange for, or the net proceeds of which are used to extend, refinance,
renew, refund, replace, defease or discharge other Indebtedness or Disqualified
Stock of any of the Company’s Restricted Subsidiaries (other than Indebtedness
or Disqualified Stock held by the Company or any of its Restricted Subsidiaries
including intercompany Indebtedness); provided that:


 


(a)          the
liquidation or face value of such Permitted Refinancing Indebtedness does not
exceed the principal amount (or accreted value, if applicable) of the
Indebtedness, or the liquidation or face value of the Disqualified Stock, as
applicable, so renewed, refunded, refinanced, replaced, defeased or discharged
(plus all accrued interest or dividends
thereon and the amount of any reasonably determined premium incurred in
connection therewith);


 


(b)         such
Permitted Refinancing Indebtedness has a final redemption date equal to or
later than the final maturity or redemption date of, and has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life to Maturity
of, the Indebtedness or Disqualified Stock being renewed, refunded, refinanced,
replaced, defeased or discharged;


 


(c)          such
Permitted Refinancing Indebtedness is subordinated in right of payment to the
Notes on terms at least as favorable to the Holders as those contained in the
documentation governing the Indebtedness or Disqualified Stock being renewed,
refunded, refinanced, replaced, defeased or discharged; and


 


(d)         such
Disqualified Stock is issued by the Restricted Subsidiary who is the issuer of
the Indebtedness or Disqualified Stock being renewed, refunded, refinanced,
replaced, defeased or discharged.


 


“Person”
means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability
company or government or other entity.


 


“Principal”
means Cerberus Capital Management L.P. or any Affiliate thereof, and any fund
or account managed by Cerberus Capital Management L.P. or an Affiliate thereof.


 


“Pro Forma
Cost Savings” means, with respect to any period, the reduction in
net costs and related adjustments that (i) were directly attributable to
an acquisition that occurred during the four quarter period or after the end of
the four quarter period and on or prior to the Calculation Date and calculated
on a basis that is consistent with Regulation S-X under the Securities Act as
in effect and applied as of the date of this Indenture, (ii) were actually
implemented by the business that was the subject of any such acquisition within
six months after the date of the acquisition and prior to the Calculation Date
that are supportable and quantifiable by the underlying accounting records of
such


 


21





















 


business
or (iii) relate to the business that is the subject of any such
acquisition and that the Company reasonably determines are probable based upon
specifically identifiable actions to be taken within six months of the date of
the acquisition and, in the case of each of (i), (ii) and (iii), are
described, as provided below, in an Officers’ Certificate, as if all such
reductions in costs had been effected as of the beginning of such period.  Pro Forma Cost Savings described above shall
be accompanied by a certificate delivered to the Trustee from the Company’s
chief financial officer that outlines the specific actions taken or to be
taken, the net cost savings achieved or to be achieved from each such action
and that, in the case of clause (iii) above, such savings have been
determined to be probable.


 


“Private
Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.


 


“Purchasers”
means MeadWestvaco Corporation, Goldman, Sachs & Co., UBS Securities
LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and
Lehman Brothers Inc.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 


“Qualified
Capital Stock” means any Capital Stock that is not Disqualified
Stock.


 


 “Qualified Receivables
Transaction” means any transaction or series of transactions that
may be entered into by the Company or any Restricted Subsidiary pursuant to
which the Company or any Restricted Subsidiary may sell, convey, contribute to
capital or otherwise transfer to a Receivables Entity, or may grant a security
interest in or pledge, any Receivables or interests therein and any assets
related thereto, including, without limitation, all collateral securing such
Receivables, all contracts and contract rights, purchase orders, security
interests, financing statements or other documentation in respect of such
Receivables, any Guarantees, indemnities, warranties or other documentation in
respect of such Receivables, any other assets that are customarily transferred
or in respect of which security interests are customarily granted in connection
with asset securitization transactions involving receivables similar to such
Receivables and any collections or proceeds of any of the foregoing
(collectively, the “Related Assets”), which transfer, grant of security
interest or pledge is funded in whole or in part, directly or indirectly, by
the incurrence or issuance by the transferee or any successor transferee of
Indebtedness, fractional undivided interests, or other securities that are to
receive payments from, or that represent interests in, the cash flow derived
from such Receivables and Related Assets or interests in Receivables and
Related Assets, it being understood that a Qualified Receivables Transaction
may involve:


 


(1) one
or more sequential transfers or pledges of the same Receivables and Related
Assets, or interests therein, and


 


(2) periodic
transfers or pledges of Receivables or revolving transactions in which new
Receivables and Related Assets, or interests therein, are transferred or
pledged upon collection of previously transferred or pledged Receivables and
Related Assets, or interests therein, and provided that:


 


(a)          the Board
of Directors of NewPage or any Restricted Subsidiary of NewPage which
is party to such Qualified Receivables Transaction shall have determined in
good faith that such Qualified Receivables Transaction is economically fair and
reasonable to NewPage or such Restricted Subsidiary of NewPage as
applicable, and the Receivables Entity, and


 


(b)         the
financing terms, covenants, termination events and other provisions thereof
shall be market terms (as determined in good faith by the Board of Directors of
NewPage


 


22





















 


or any Restricted Subsidiary of NewPage which
is party to such Qualified Receivables Transaction).


 


The
grant of a security interest in any accounts receivables of NewPage or any
of its Restricted Subsidiaries to secure Indebtedness incurred pursuant to the
NewPage Credit Agreements shall not be deemed a Qualified Receivables
Transaction.


 


“Receivables”
means accounts receivable (including all rights to payment created by or
arising from the sale of goods, or the rendition of services, no matter how
evidenced (including in the form of chattel paper) and whether or not earned by
performance) of NewPage or any of its Restricted Subsidiaries, whether now
existing or arising in the future.


 


“Receivables
Entity” means any Person formed for the purposes of engaging in a
Qualified Receivables Transaction with NewPage or a Restricted Subsidiary
of NewPage which engages in no activities other than in connection with
the financing of Receivables of NewPage and Restricted Subsidiaries of
NewPage, all proceeds thereof and all rights (contractual or other), collateral
and other assets relating thereto, and any business or activities incidental or
related to such business, and which is designated by the Board of Directors of
the Restricted Subsidiary of NewPage that is the direct parent company of
such Receivables Entity, or, if the Receivables Entity is not a Subsidiary of
NewPage, by the Board of Directors of any Restricted Subsidiary of NewPage participating
in such Qualified Receivables Transaction (in each case as provided below), as
a Receivables Entity and:


 


(1) no
portion of the Indebtedness or any other obligations (contingent or otherwise)
of which:


 


(a)          is
guaranteed by NewPage or any Restricted Subsidiary of NewPage other
than a Receivables Entity (excluding any Guarantees (other than Guarantees of
the principal of, and interest on, Indebtedness and Guarantees of collection on
Receivables) pursuant to Standard Securitization Undertakings);


 


(b)         is
recourse to or obligates NewPage or any Restricted Subsidiary of NewPage (other
than a Receivables Entity) in any way other than pursuant to Standard
Securitization Undertakings; or


 


(c)          subjects
any property or asset of NewPage or any Restricted Subsidiary of NewPage other
than a Receivables Entity, directly or indirectly, contingently or otherwise,
to the satisfaction thereof, other than pursuant to Standard Securitization
Undertakings;


 


(2) with
which neither NewPage nor any Restricted Subsidiary of NewPage other
than a Receivables Entity has any material contract, agreement, arrangement or
understanding other than on terms which NewPage reasonably believes to be
no less favorable to NewPage or such Restricted Subsidiary of NewPage than
those that might be obtained at the time from Persons that are not Affiliates
of NewPage; and


 


(3) to
which neither NewPage nor any Restricted Subsidiary of NewPage has
any obligation to maintain or preserve such entity’s financial condition or
cause such entity to achieve certain levels of operating results (other than
pursuant to Standard Securitization Undertakings).


 


Any such designation by the
Board of Directors of the applicable Restricted Subsidiary of NewPage shall
be evidenced to the Trustee by filing with the Trustee a certified copy of the
resolution of


 


23





















 


such
Board of Directors giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the foregoing
conditions.


 


“Receivables
Financing” means any transaction (including, without limitation, any
Qualified Receivables Transaction) pursuant to which NewPage or any
Restricted Subsidiary of NewPage may sell, convey or otherwise transfer or
grant a security interest in any Receivables or Related Assets of the type
specified in the definition of “Qualified Receivables Transaction.”


 


“Registration
Rights Agreement” means the Exchange and Registration Rights
Agreement, dated as of the date of this Indenture, among the Company,
MeadWestvaco Corporation and the other parties named on the signature pages thereof,
as such agreement may be amended, modified or supplemented from time to time.


 


“Regulation S”
means Regulation S promulgated under the Securities Act.


 


“Regulation S
Global Note” means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.


 


“Regulation S
Permanent Global Note” means a permanent Global Note in the form of Exhibit A1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Regulation S Temporary Global Note upon expiration of the Restricted
Period.


 


“Regulation S
Temporary Global Note” means a temporary Global Note in the form of Exhibit A2
hereto deposited with or on behalf of and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.


 


“Related
Party” means:


 


(1) any
controlling stockholder, partner, member, 80% (or more) owned Subsidiary, or
immediate family member (in the case of an individual) of any Principal; or


 


(2) any
trust, corporation, partnership, limited liability company or other entity, the
beneficiaries, stockholders, partners, members, owners or Persons beneficially
holding an 80% or more controlling interest of which consist of any one or more
Principals and/or such other Persons referred to in the immediately preceding
clause (1).


 


“Representative
Amount” means a principal amount of not less than $1,000,000 for a
single transaction in the relevant market at the relevant time.


 


“Responsible
Officer” when used with respect to the Trustee, means any officer
within the corporate trust department of the Trustee (or any successor group of
the Trustee) having direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of such person’s
knowledge of and familiarity with the particular subject.


 


 “Restricted Definitive Note”
means a Definitive Note bearing the Private Placement Legend.


 


“Restricted
Global Note” means a Global Note bearing the Private Placement
Legend.


 


24





















 


“Restricted
Investment” means an Investment other than a Permitted Investment.


 


“Restricted
Period” means the 40-day distribution compliance period as defined
in Regulation S.


 


“Restricted
Subsidiary” of a Person means any Subsidiary of the referent Person
that is not an Unrestricted Subsidiary.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“Rule 144A”
means Rule 144A promulgated under the Securities Act.


 


“Rule 903”
means Rule 903 promulgated under the Securities Act.


 


“Rule 904”
means Rule 904 promulgated under the Securities Act.


 


“Rumford L.P.”
means Rumford Cogeneration Company Limited Partnership, a Maine limited
partnership.


 


 “Sale/Leaseback Transaction”
means an arrangement relating to property owned by NewPage or a Restricted
Subsidiary of NewPage on the date of this Indenture or thereafter acquired
by NewPage or a Restricted Subsidiary of NewPage whereby NewPage or
a Restricted Subsidiary of NewPage transfers such property to a Person and
NewPage or a Restricted Subsidiary of NewPage leases it from such
Person.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


 “Shelf Registration
Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.


 


“Significant
Subsidiary” means any Subsidiary that would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.


 


“Special
Interest” means all special interest then owing pursuant to the
Registration Rights Agreement.


 


“Standard
Securitization Undertakings” means all representations, warranties,
covenants, indemnities, performance guarantees and servicing obligations
entered into by the Company or any Subsidiary of the Company (other than a
Receivables Entity) which are customary in connection with any Qualified
Receivables Transaction.


 


“Stated
Maturity” means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of this Indenture, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.


 


“Subsidiary”
means, with respect to any specified Person:


 


25





















 


(1) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency and after giving effect to any voting agreement
or stockholders’ agreement that effectively transfers voting power) to vote in
the election of directors, managers or trustees of the corporation, association
or other business entity is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and


 


(2) any
partnership (a) the sole general partner or the managing general partner
of which is such Person or a Subsidiary of such Person or (b) the only
general partners of which are that Person or one or more Subsidiaries of that
Person (or any combination thereof); provided, however, that notwithstanding the foregoing, Rumford L.P.
shall not constitute a Subsidiary of the Company, unless and until the Company
directly or indirectly acquires all of the limited partner interests in Rumford
L.P.


 


“Telerate Page 3750”
means the display designated at “Page 3750” on the Moneyline Telerate
service (or such other page as may replace Page 3750 on that
service).


 


 “TIA” means the
Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).


 


“Total Assets”
means the total consolidated assets of NewPage and its Restricted
Subsidiaries of NewPage, as shown on the most recent internal balance sheet of
NewPage prepared on a consolidated basis (excluding Unrestricted
Subsidiaries of NewPage) in accordance with GAAP.


 


 “Trustee” means
HSBC Bank USA, National Association, until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.


 


“Unrestricted
Definitive Note” means a Definitive Note that does not bear and is
not required to bear the Private Placement Legend.


 


“Unrestricted
Global Note” means a Global Note that does not bear and is not
required to bear the Private Placement Legend.


 


“Unrestricted
Subsidiary” means any Subsidiary of the Company that is designated
by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant
to a resolution of the Board of Directors, but only to the extent that such
Subsidiary:


 


(1) has
no Indebtedness other than Non-Recourse Debt;


 


(2) except
as permitted by Section 4.10 hereof, is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted Subsidiary
of the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of the Company;


 


(3) is
a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for
additional Equity Interests or (b) to maintain or preserve such Person’s
financial condition or to cause such Person to achieve any specified levels of
operating results; and


 


26





















 


(4) has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted Subsidiaries unless
such Guarantee or credit support is released upon its designation as an
Unrestricted Subsidiary, provided, however, that in no event shall NewPage be designated
as an Unrestricted Subsidiary.


 


“U.S. Person”
means a U.S. Person as defined in Rule 902(k) promulgated under the
Securities Act.


 


“Voting Stock”
of any specified Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote in the election of the Board of Directors
of such Person.


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at
any date, the number of years obtained by dividing:


 


(1) the
sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect of the
Indebtedness, by (b) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment;
by


 


(2) the
then outstanding principal amount of such Indebtedness.


 


Section 1.02                                Other Definitions.


 


	
  Term

  	
   

  	
  Defined

  in

  Section

  
	
  “Affiliate
  Transaction”

  	
   

  	
  4.10

  
	
  “Asset
  Sale Offer”

  	
   

  	
  3.09

  
	
  “Authentication
  Order”

  	
   

  	
  2.02

  
	
  “Change
  of Control Offer”

  	
   

  	
  4.14

  
	
  “Change
  of Control Payment”

  	
   

  	
  4.14

  
	
  “Change
  of Control Payment Date”

  	
   

  	
  4.14

  
	
  “Covenant
  Defeasance”

  	
   

  	
  8.03

  
	
  “DTC”

  	
   

  	
  2.03

  
	
  “Event
  of Default”

  	
   

  	
  6.01

  
	
  “Excess
  Proceeds”

  	
   

  	
  4.09

  
	
  “incur”

  	
   

  	
  4.08

  
	
  “Legal
  Defeasance”

  	
   

  	
  8.02

  
	
  “Offer
  Amount”

  	
   

  	
  3.09

  
	
  “Offer
  Period”

  	
   

  	
  3.09

  
	
  “Paying
  Agent”

  	
   

  	
  2.03

  
	
  “Permitted
  Debt”

  	
   

  	
  4.08

  
	
  “Purchase
  Date”

  	
   

  	
  3.09

  
	
  “Redemption
  Date”

  	
   

  	
  3.07

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Restricted
  Payments”

  	
   

  	
  4.07

  
	
  “Restricted
  Subsidiary Permitted Debt”

  	
   

  	
  4.08

  



 


27


















 


Section 1.03                                Incorporation
by Reference of Trust Indenture Act.


 


Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture.


 


The following TIA terms used
in this Indenture have the following meanings:


 


“indenture securities” means the Notes;


 


“indenture security Holder” means a Holder of a Note;


 


“indenture to be qualified” means this Indenture;


 


“indenture trustee” or “institutional trustee”
means the Trustee; and


 


“obligor” on the Notes means the Company and any
successor obligor upon the Notes.


 


All other terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule under the TIA and not otherwise defined
herein have the meanings so assigned to them either in the TIA or SEC rule.


 


Section 1.04                                Rules of
Construction.


 


Unless the context otherwise
requires:


 


(1) a
term has the meaning assigned to it;


 


(2) an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;


 


(3) “or” is not exclusive;


 


(4) words
in the singular include the plural, and in the plural include the singular;


 


(5) “will” shall be interpreted
to express a command;


 


(6) provisions
apply to successive events and transactions; and


 


(7) references
to sections of or rules under the Securities Act, the Exchange Act or the
TIA will be deemed to include substitute, replacement of successor sections or rules adopted
by the SEC from time to time.


 


ARTICLE 2

THE NOTES


 


Section 2.01                                Form and
Dating.


 


(a)          General.  The Notes and the Trustee’s certificate of
authentication will be substantially in the form of Exhibits A1 and A2
hereto.  The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage to
which the Company is subject, if any. 
Each Note will be dated the


 


28





















 


date of its
authentication.  The Notes shall be
issued in denominations of $2,000 and integral multiples of $1,000 in excess of
$2,000, except that Additional Notes issued in payment of interest or Special
Interest, if any, may be in other denominations.


 


The terms and provisions
contained in the Notes will constitute, and are hereby expressly made, a part
of this Indenture and the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby.  However, to the extent
any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.


 


(b)         Global
Notes.  Notes issued in
global form will be substantially in the form of Exhibits A1 or A2 hereto
(including the Global Note Legend thereon and the “Schedule of Exchanges
of Interests in the Global Note” attached thereto).  Notes issued in definitive form will be
substantially in the form of Exhibit A1 hereto (but without the Global
Note Legend thereon and without the “Schedule of Exchanges of Interests in
the Global Note” attached thereto).  Each
Global Note will represent such of the outstanding Notes as will be specified
therein and each shall provide that it represents the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions thereof and transfers of interest therein.  Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby will be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.


 


(c)          Temporary
Global Notes.  Notes offered
and sold in reliance on Regulation S will be issued initially in the form of
the Regulation S Temporary Global Note, which will be deposited on behalf of
the purchasers of the Notes represented thereby with the Trustee, at its New
York office, as custodian for the Depositary, and registered in the name of the
Depositary or the nominee of the Depositary for the accounts of designated
agents holding on behalf of Euroclear or Clearstream, duly executed by the
Company and authenticated by the Trustee as hereinafter provided.  The Restricted Period will be terminated upon
the receipt by the Trustee of:


 


(1) a
written certificate from the Depositary, together with copies of certificates
from Euroclear and Clearstream certifying that they have received certification
of non-United States beneficial ownership of 100% of the aggregate principal
amount of the Regulation S Temporary Global Note (except to the extent of any
beneficial owners thereof who acquired an interest therein during the
Restricted Period pursuant to another exemption from registration under the
Securities Act and who will take delivery of a beneficial ownership interest in
a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof);
and


 


(2) an
Officers’ Certificate from the Company.


 


Following the termination of
the Restricted Period, beneficial interests in the Regulation S Temporary
Global Note will be exchanged for beneficial interests in the Regulation S
Permanent Global Note pursuant to the Applicable Procedures.  Simultaneously with the authentication of the
Regulation S Permanent Global Note, the Trustee will cancel the Regulation S
Temporary Global Note.  The aggregate
principal amount of the Regulation S Temporary Global Note and the Regulation S
Permanent Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.


 


29





















 


(3) Euroclear and Clearstream Procedures Applicable.  The provisions of the “Operating Procedures
of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear”
and the “General Terms and Conditions of Clearstream Banking” and “Customer
Handbook” of Clearstream will be applicable to transfers of beneficial
interests in the Regulation S Temporary Global Note and the Regulation S
Permanent Global Note that are held by Participants through Euroclear or
Clearstream.


 


Section 2.02                                Execution
and Authentication.


 


At least one Officer must
sign the Notes for the Company by manual or facsimile signature.


 


If an Officer whose
signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note will nevertheless be valid.


 


A Note will not be valid
until authenticated by the manual signature of the Trustee or its
authenticating agent as provided below. 
The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.


 


The aggregate principal
amount of Notes which may be authenticated and delivered under this Indenture
is unlimited.


 


The Company may, subject to Article 4
and the terms of this Indenture and applicable law, issue Additional Notes and
Exchange Notes under this Indenture.  The
Trustee will, upon receipt of a written order of the Company signed by at least
one Officer (an “Authentication Order”),
authenticate Notes for original issue that may be validly issued under this
Indenture, including Additional Notes issued from time to time to represent
interest and Special Interest, if any, automatically deemed interest paid
pursuant to paragraph 1 of the Notes. 
The aggregate principal amount of Notes outstanding at any time may not
exceed the aggregate principal amount of Notes authorized for issuance by the
Company pursuant to one or more Authentication Orders, except as provided in Section 2.07
hereof.


 


The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate Notes.  Unless otherwise provided in the appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights
as an Agent to deal with Holders or an Affiliate of the Company.


 


Section 2.03                                Registrar
and Paying Agent.


 


The Company will maintain an
office or agency where Notes may be presented for registration of transfer or
for exchange (“Registrar”) and an office or
agency where Notes may be presented for payment (“Paying Agent”).  The Registrar will keep a register of the
Notes and of their transfer and exchange. 
The Company may appoint one or more co-registrars and one or more
additional paying agents.  The term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional
paying agent.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company will notify the Trustee in
writing of the name and address of any Agent not a party to this
Indenture.  If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.


 


The Company initially
appoints The Depository Trust Company (“DTC”) to act
as Depositary with respect to the Global Notes.


 


30





















 


The Company initially
appoints the Trustee to act as the Registrar and Paying Agent and to act as
Custodian with respect to the Global Notes, and the Trustee hereby agrees to so
initially act.


 


Section 2.04                                Paying
Agent to Hold Money in Trust.


 


The Company will require
each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust for the benefit of Holders or the Trustee all money
held by the Paying Agent for the payment of principal, premium, interest or
Special Interest, if any, on the Notes, and will notify the Trustee of any
default by the Company in making any such payment.  While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying
Agent to pay all money held by it for the purpose of making payments on the
Notes to the Trustee.  Upon payment over
to the Trustee, the Paying Agent (if other than the Company or a Subsidiary)
will have no further liability for the money as Paying Agent, other than to
account to the Trustee and the Company for any funds disbursed.  If the Company or a Subsidiary acts as Paying
Agent, it will segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent.  Upon any Event of Default under Sections 6.01(7) and
6.01(8) hereof relating to the Company, the Trustee will serve as Paying
Agent for the Notes.


 


Section 2.05                                Holder
Lists.


 


The Trustee will preserve in
as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of all Holders and shall otherwise comply with
TIA § 312(a).  If the Trustee is not
the Registrar, the Company will furnish or cause the Registrar to furnish to
the Trustee at least seven Business Days before each interest payment date and
at such other times as the Trustee may request in writing, a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders and the Company shall otherwise comply with TIA § 312(a).


 


Section 2.06                                Transfer
and Exchange.


 


(a)          Transfer
and Exchange of Global Notes.  A Global Note may not be transferred except
as a whole by the Depositary to a nominee of the Depositary, by a nominee of
the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.  All Global
Notes will be exchanged by the Company for Definitive Notes if:


 


(1) the
Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary;


 


(2) the
Company in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee; provided that
in no event shall the Regulation S Temporary Global Note be exchanged by the
Company for Definitive Notes prior to (A) the expiration of the Restricted
Period and (B) the receipt by the Registrar of any certificates required
pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or


 


(3) there
has occurred and is continuing a Default or Event of Default with respect to
the Notes.


 


31





















 


Upon the occurrence of either
of the preceding events in (1) or (2) above, Definitive Notes shall
be issued in such names as the Depositary shall instruct the Trustee.  Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a), however,
beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 2.06(b), (c) or (f) hereof.


 


(b)         Transfer
and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial
interests in the Global Notes will be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted Global
Notes will be subject to restrictions on transfer comparable to those set forth
herein to the extent required by the Securities Act.  None of the Company, the Trustee nor any
agent of the Company or the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial interests of a Global Note or maintaining, supervising or reviewing
any records relating to such beneficial interests.  Transfers of beneficial interests in the
Global Notes also will require compliance with either subparagraph (1) or (2) below,
as applicable, as well as one or more of the other following subparagraphs, as
applicable:


 


(1) Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global
Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the
Restricted Period, transfers of beneficial interests in the Regulation S
Temporary  Global Note may not be made to a U.S. Person or for the
account or benefit of a U.S. Person (other than a Purchaser).  Beneficial interests in any Unrestricted
Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in
this Section 2.06(b)(1).


 


(2) All Other Transfers and Exchanges of Beneficial Interests in Global
Notes.  In connection with all
transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above,
the transferor of such beneficial interest must deliver to the Registrar
either:


 


(A)      both:


 


(i)                                     a written
order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to credit or
cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged; and


 


(ii)                                  instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase; or


 


(B)        both:


 


(i)                                     a written
order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the


 


32





















 


Depositary
to cause to be issued a Definitive Note in an amount equal to the beneficial
interest to be transferred or exchanged; and


 


(ii)                                  instructions
given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued
upon the transfer or exchange of beneficial interests in the Regulation S
Temporary Global Note prior to (A) the expiration of the Restricted Period
and (B) the receipt by the Registrar of any certificates required pursuant
to Rule 903 under the Securities Act.


 


Upon consummation of an
Exchange Offer by the Company in accordance with Section 2.06(f) hereof,
the requirements of this Section 2.06(b)(2) shall be deemed to have
been satisfied upon receipt by the Registrar of the instructions contained in
the Letter of Transmittal delivered by the Holder of such beneficial interests
in the Restricted Global Notes.  Upon
satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or
otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.


 


(3) Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted
Global Note may be transferred to a Person who takes delivery thereof in the
form of a beneficial interest in another Restricted Global Note if the transfer
complies with the requirements of Section 2.06(b)(2) above and the
Registrar receives the following:


 


(A)      if the
transferee will take delivery in the form of a beneficial interest in the 144A
Global Note, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof; and


 


(B)        if the
transferee will take delivery in the form of a beneficial interest in the
Regulation S Temporary Global Note or the Regulation S Permanent Global Note,
then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (2) thereof.


 


(4) Transfer and Exchange of Beneficial Interests in a Restricted Global
Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted
Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note if
the exchange or transfer complies with the requirements of Section 2.06(b)(2) above
and:


 


(A)      such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of Transmittal that
it is not (i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate
(as defined in Rule 144) of the Company;


 


(B)        such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


33





















 


(C)        such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)       the
Registrar receives the following:


 


(i)                                     if the
holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial interest in an Unrestricted
Global Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(a) thereof; or


 


(ii)                                  if the
holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


and, in each such case set
forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


 


If any such transfer is
effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (D) above.


 


Beneficial interests in an
Unrestricted Global Note cannot be exchanged for, or transferred to Persons who
take delivery thereof in the form of, a beneficial interest in a Restricted
Global Note.


 


(c)          Transfer
or Exchange of Beneficial Interests for Definitive Notes.


 


(1) Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes.  If any
holder of a beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note or to
transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Restricted Definitive Note, then, upon receipt by the Registrar of
the following documentation:


 


(A)      if the
holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including
the certifications in item (2)(a) thereof;


 


(B)        if such
beneficial interest is being transferred to a QIB in accordance with Rule 144A,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;


 


34





















 


(C)        if such
beneficial interest is being transferred to a Non-U.S. Person in an offshore
transaction in accordance with Rule 903 or Rule 904, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in
item (2) thereof;


 


(D)       if such
beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;


 


(E)         if such
beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or


 


(F)         if such
beneficial interest is being transferred pursuant to an effective registration
statement under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall
execute and the Trustee shall authenticate and deliver to the Person designated
in the instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant.  The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.


 


(2) Beneficial Interests in Regulation S Temporary Global Note to
Definitive Notes. 
Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a
beneficial interest in the Regulation S Temporary Global Note may not be
exchanged for a Definitive Note or transferred to a Person who takes delivery
thereof in the form of a Definitive Note prior to (A) the expiration of
the Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act,
except in the case of a transfer pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule 904.


 


(3) Beneficial Interests in Restricted Global Notes to Unrestricted
Definitive Notes.  A holder of
a beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note only if:


 


(A)      such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (i) a
Broker-Dealer, (ii) a Person participating in the distribution of the
Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144)
of the Company;


 


35





















 


(B)        such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)        such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)       the
Registrar receives the following:


 


(i)                                     if the
holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including
the certifications in item (1)(b) thereof; or


 


(ii)                                  if the
holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof
in the form of an Unrestricted Definitive Note, a certificate from such holder
in the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set
forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


 


(4) Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes.  If any
holder of a beneficial interest in an Unrestricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof,
the Trustee will cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
and the Company will execute and the Trustee will authenticate and deliver to
the Person designated in the instructions a Definitive Note in the appropriate
principal amount.  Any Definitive Note
issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant.  The
Trustee will deliver such Definitive Notes to the Persons in whose names such
Notes are so registered.  Any Definitive
Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will
not bear the Private Placement Legend.


 


(d)         Transfer
and Exchange of Definitive Notes for Beneficial Interests.


 


(1) Restricted Definitive Notes to Beneficial Interests in Restricted
Global Notes.  If any Holder
of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive
Notes to a Person who takes delivery thereof in the form of a beneficial
interest in a Restricted Global Note, then, upon receipt by the Registrar of
the following documentation:


 


36





















 


(A)      if the
Holder of such Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note, a certificate from such Holder
in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;


 


(B)        if such
Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;


 


(C)        if such
Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;


 


(D)       if such
Restricted Definitive Note is being transferred pursuant to an exemption from
the registration requirements of the Securities Act in accordance with Rule 144,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;


 


(E)         if such
Restricted Definitive Note is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or


 


(F)         if such
Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee will cancel the
Restricted Definitive Note, increase or cause to be increased the aggregate
principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, the 144A Global
Note and in the case of clause (C) above, the Regulation S Global Note.


 


(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted
Global Notes.  A Holder of a
Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if:


 


(A)      such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a
Person who is an affiliate (as defined in Rule 144) of the Company;


 


(B)        such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)        such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)       the
Registrar receives the following:


 


37





















 


(i)                                     if the
Holder of such Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in
item (1)(c) thereof; or


 


(ii)                                  if the
Holder of such Definitive Notes proposes to transfer such Notes to a Person who
shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case set
forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


 


Upon satisfaction of the
conditions of any of the subparagraphs in this Section 2.06(d)(2), the
Trustee will cancel the Definitive Notes and increase or cause to be increased
the aggregate principal amount of the Unrestricted Global Note.


 


(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted
Global Notes.  A Holder of an
Unrestricted Definitive Note may exchange such Note for a beneficial interest
in an Unrestricted Global Note or transfer such Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time. 
Upon receipt of a request for such an exchange or transfer, the Trustee
will cancel the applicable Unrestricted Definitive Note and increase or cause
to be increased the aggregate principal amount of one of the Unrestricted
Global Notes.


 


If any such exchange or
transfer from a Definitive Note to a beneficial interest is effected pursuant
to subparagraphs (2)(B), (2)(D) or (3) above at a time when an
Unrestricted Global Note has not yet been issued, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee will authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the principal amount of Definitive Notes
so transferred.


 


(e)          Transfer
and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes
and such Holder’s compliance with the provisions of this Section 2.06(e),
the Registrar will register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. 
In addition, the requesting Holder must provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).


 


(1) Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be
transferred to and registered in the name of Persons who take delivery thereof
in the form of a Restricted Definitive Note if the Registrar receives the
following:


 


38





















 


(A)      if the
transfer will be made pursuant to Rule 144A, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;


 


(B)        if the
transfer will be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof; and


 


(C)        if the
transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if
applicable.


 


(2) Restricted Definitive Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be
exchanged by the Holder thereof for an Unrestricted Definitive Note or
transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:


 


(A)      such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a
Person who is an affiliate (as defined in Rule 144) of the Company;


 


(B)        any such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)        any such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)       the
Registrar receives the following:


 


(i)                                     if the
Holder of such Restricted Definitive Notes proposes to exchange such Notes for
an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C
hereto, including the certifications in item (1)(d) thereof; or


 


(ii)                                  if the
Holder of such Restricted Definitive Notes proposes to transfer such Notes to a
Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case set
forth in this subparagraph (D), if the Registrar so requests, an Opinion of
Counsel in form reasonably acceptable to the Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities Act.


 


(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may
transfer such Notes to a Person who takes delivery thereof in


 


39





















 


the form of an Unrestricted
Definitive Note.  Upon receipt of a
request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.


 


(f)            Exchange
Offer.  Upon the occurrence
of the Exchange Offer in accordance with the Registration Rights Agreement, the
Company will issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof and the documents required by Section 11.04
hereof, the Trustee will authenticate:


 


(1) one
or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes
accepted for exchange in the Exchange Offer by Persons that certify in the
applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they
are not participating in a distribution of the Exchange Notes and (C) they
are not affiliates (as defined in Rule 144) of the Company; and


 


(2) Unrestricted
Definitive Notes in an aggregate principal amount equal to the principal amount
of the Restricted Definitive Notes accepted for exchange in the Exchange Offer
by Persons that certify in the applicable Letters of Transmittal that (A) they
are not Broker-Dealers, (B) they are not participating in a distribution
of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144)
of the Company.


 


Concurrently with the
issuance of such Notes, the Trustee will cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the
Company will execute and the Trustee will authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Unrestricted
Definitive Notes in the appropriate principal amount.


 


(g)         Legends.  The following legends will appear on the face
of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.


 


(1) Private Placement Legend.


 


(A)      Except as
permitted by subparagraph (B) below, each Global Note and each Definitive
Note (and all Notes issued in exchange therefor or substitution thereof) shall
bear the legend in substantially the following form:


 


“THE NOTES EVIDENCED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION
COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR
(3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (B) BY MEADWESTVACO
CORPORATION OR SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE AND, IN
ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN


 


40





















 


ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.”


 


(B)        Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of
this Section 2.06 (and all Notes issued in exchange therefor or
substitution thereof) will not bear the Private Placement Legend.


 


(2) Global Note Legend. 
Each Global Note will bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE
IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(3) Regulation S Temporary
Global Note Legend.  The Regulation S Temporary Global Note will
bear a Legend in substantially the following form:


 


“THE RIGHTS ATTACHING TO
THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN).  NEITHER
THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”


 


(h)         Cancellation
and/or Adjustment of Global Notes.  At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in
part, each such Global Note will be returned to or retained and canceled by the
Trustee in accordance with Section 2.11 hereof.  At any time prior to such


 


41





















 


cancellation,
if any beneficial interest in a Global Note is exchanged for or transferred to
a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes
represented by such Global Note will be reduced accordingly and an endorsement
will be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note will be increased accordingly and an endorsement will be
made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.


 


(i)             General
Provisions Relating to Transfers and Exchanges.


 


(1) To
permit registrations of transfers and exchanges, the Company will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of
an Authentication Order in accordance with Section 2.02 hereof or at the
Registrar’s request.


 


(2) No
service charge will be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company or the Trustee may require payment of a sum sufficient
to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.09,
4.14 and 9.05 hereof).


 


(3) All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes will be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.


 


(4) Neither
the Registrar nor the Company will be required:


 


(A)      to issue,
to register the transfer of or to exchange any Notes during a period beginning
at the opening of business 15 days before the day of mailing of a notice of
redemption of the Notes to be redeemed under Section 3.02 hereof and
ending at the close of business on the day of such mailing;


 


(B)        to
register the transfer of or to exchange any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part;


 


(C)        to
register the transfer of or to exchange a Note between a record date and the
next succeeding interest payment date; or


 


(D)       to
register the transfer of or to exchange a Note tendered and not withdrawn in
connection with a Change of Control Offer or an Asset Sale Offer.


 


(5) Prior
to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Note
is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of, premium and Special Interest, if any, and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent or
the Company shall be affected by notice to the contrary.


 


(6) The
Trustee will authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.02 hereof.


 


42





















 


(7) All
certifications, certificates and Opinions of Counsel required to be submitted
to the Registrar pursuant to this Section 2.06 to effect a registration of
transfer or exchange may be submitted by facsimile.


 


(8) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among depositary participants or beneficial
owners of interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine compliance as to form with the express
requirements hereof.


 


(9) Neither
the Trustee nor any Agent shall have any responsibility for any actions taken
or not taken by the Depositary.


 


Section 2.07                                Replacement
Notes.


 


If any mutilated Note is
surrendered to the Trustee or the Company and the Trustee receives evidence to
its satisfaction of the destruction, loss or theft of any Note, the Company
will issue and the Trustee, upon receipt of an Authentication Order, will
authenticate a replacement Note of like tenor and principal amount and bearing
a number not contemporaneously outstanding if the Trustee’s requirements are
met.  If required by the Trustee or the
Company, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Company to protect the Company, the
Trustee, any Agent and any authenticating agent from any loss that any of them
may suffer if a Note is replaced.  The
Company may charge for its expenses in replacing a Note, including reasonable
fees and expenses of its counsel and of the Trustee and its counsel.


 


Every replacement Note
issued in accordance with this Section 2.07 is an additional obligation of
the Company and will be entitled to all of the benefits of this Indenture
equally and proportionately with all other Notes duly issued hereunder.


 


Section 2.08                                Outstanding
Notes.


 


The Notes outstanding at any
time are all the Notes authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest
in a Global Note effected by the Trustee in accordance with the provisions
hereof, and those described in this Section 2.08 as not outstanding.  Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note; however, Notes held by the Company or
a Subsidiary of the Company shall not be deemed to be outstanding for purposes
of Section 3.07(a) hereof.


 


If a Note is replaced
pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a
protected purchaser.


 


If the principal amount of
any Note is considered paid under Section 4.01 hereof, it ceases to be
outstanding and interest on it ceases to accrue.


 


If the Paying Agent (other
than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a
redemption date or maturity date, money sufficient to pay Notes payable on that
date, then on and after that date such Notes will be deemed to be no longer
outstanding and will cease to accrue interest.


 


43





















 


Section 2.09                                Treasury
Notes.


 


In determining whether the
Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company, or by any Affiliate
of the Company will be considered as though not outstanding, except that for
the purposes of determining whether the Trustee will be protected in
conclusively relying on any such direction, waiver or consent, only Notes that
a Responsible Officer of the Trustee knows are so owned will be so disregarded.


 


Section 2.10                                Temporary
Notes.


 


Until certificates
representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, will authenticate temporary
Notes.  Temporary Notes will be
substantially in the form of certificated Notes but may have variations that
the Company considers appropriate for temporary Notes and as may be reasonably
acceptable to the Trustee.  Without
unreasonable delay, the Company will prepare and the Trustee will authenticate
definitive Notes in exchange for temporary Notes.


 


Holders of temporary Notes
will be entitled to all of the benefits of this Indenture.


 


Section 2.11                                Cancellation.


 


The Company at any time may
deliver Notes to the Trustee for cancellation. 
The Registrar and Paying Agent will forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else will cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and will dispose of such canceled Notes (subject to the record
retention requirement of the Exchange Act) in accordance with its customary
procedures.  Upon the Company’s written
request, certification of the destruction of all canceled Notes will be
delivered to the Company.  The Company
may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.


 


Section 2.12                                Defaulted
Interest.


 


If the Company defaults in a
payment of interest or Special Interest, if any, on the Notes, it will pay the
defaulted interest, in the form of Additional Notes, in any lawful manner plus,
to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date, in each case at
the rate provided in the Notes and in Section 4.01 hereof.  The Company will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. 
The Company will fix or cause to be fixed each such special record date
and payment date; provided that no such special
record date may be less than 10 days prior to the related payment date for such
defaulted interest.  At least 15 days
before the special record date, the Company (or, upon the written request of
the Company, the Trustee in the name and at the expense of the Company) will
mail or cause to be mailed to Holders a notice that states the special record
date, the related payment date and the amount of such interest to be paid.


 


Notwithstanding anything else in this Indenture or any
Note to the contrary, the Company shall pay all interest in cash, and not in
Additional Notes, after the Notes become due and payable, whether due to (a) acceleration
of the Notes pursuant to Section 6.02 (including automatic acceleration
pursuant to the first sentence of Section 6.02 in the case of an Event of
Default specified in clause (7) or (8) of Section 6.01), or (b) the
scheduled maturity of the Notes.


 


44





















 


Section 2.13                                CUSIP
Numbers


 


The Company, in issuing the
Notes, shall use “CUSIP” numbers (if then generally in use), and, if so, the
Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption
and the reliance may be placed only on the other identification numbers printed
on the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers.  The Company
will promptly notify the Trustee in writing of any change in the “CUSIP”
numbers.


 


ARTICLE 3

REDEMPTION AND PREPAYMENT


 


Section 3.01                                Notices
to Trustee.


 


If the Company elects to
redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it must furnish to the Trustee, at least 30 days but not more than 60
days before a redemption date, an Officers’ Certificate setting forth:


 


(1) the
clause of this Indenture pursuant to which the redemption or purchase shall
occur;


 


(2) the
redemption or purchase date;


 


(3) the
principal amount of Notes to be redeemed or purchased; and


 


(4) the
redemption or purchase price.


 


The Company may cancel any
optional redemption referenced in such Officer’s Certificate if such
cancellation takes place (1) at least 30 days in advance of the redemption
date and (2) prior to a notice of redemption being mailed to any Holder.


 


Section 3.02                                Selection
of Notes to Be Redeemed or Purchased.


 


If less than all of the
Notes are to be redeemed or purchased in an offer to purchase at any time, the
Trustee will select Notes for redemption or purchase on a pro rata basis except:


 


(1) if
the Notes are listed on any national securities exchange, in compliance with
the requirements of the principal national securities exchange on which the
Notes are listed; or


 


(2) if
otherwise required by law.


 


In the event of partial
redemption the particular Notes to be redeemed or purchased will be selected,
unless otherwise provided herein, not less than 30 nor more than 60 days prior
to the redemption or purchase date by the Trustee from the outstanding Notes
not previously called for redemption or purchase.


 


The Trustee will promptly
notify the Company in writing of the Notes selected for redemption or purchase
and, in the case of any Note selected for partial redemption or purchase, the
principal amount thereof to be redeemed or purchased.  Notes and portions of Notes selected will be
in minimum amounts


 


45





















 


of
$2,000 or whole multiples of $1,000 in excess of $2,000 (excluding Additional
Notes); except that if all of the Notes of a Holder are to be redeemed or
purchased, the entire outstanding amount of Notes held by such Holder, even if
not a multiple of $1,000 equal to or in excess of $2,000, shall be redeemed or
purchased and except that any portion of any Additional Note may be redeemed or
repurchased in whole or in part.  Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.


 


Section 3.03                                Notice of
Redemption or Purchase.


 


Subject to the provisions of
Section 3.09 hereof, at least 30 days but not more than 60 days before a
redemption or purchase date, the Company will mail or cause to be mailed, by
first class mail, a notice of redemption or purchase to each Holder whose Notes
are to be redeemed at its registered address, except that redemption notices
may be mailed more than 60 days prior to a redemption date if the notice is
issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 10 hereof.  Failure to give notice of redemption, or any
defect therein to any Holder selected for redemption shall not impair or affect
the validity of the redemption of any other Note redeemed in accordance with
the provisions of this Indenture.


 


The notice will identify the
Notes to be redeemed or purchased and will state:


 


(1) the
redemption or purchase date;


 


(2) the
redemption or purchase price;


 


(3) if
any Note is being redeemed or purchased in part, the portion of the principal
amount of such Note to be redeemed or purchased and that, after the redemption
date upon surrender of such Note, a new Note or Notes in principal amount equal
to the unredeemed or unpurchased portion of the original Note will be issued in
the name of the Holder of such original Note (unless such unredeemed or unpurchased
portion is equal to less than $2,000 in principal amount) or transferred by
book entry transfer upon cancellation of the original Note, except that
Additional Notes issued in payment of interest or Special Interest, if any, may
be in other denominations;


 


(4) the
name and address of the Paying Agent;


 


(5) that
Notes called for redemption or purchase must be surrendered to the Paying Agent
to collect the redemption or purchase price and become due on the date fixed
for redemption or purchase;


 


(6) that,
unless the Company defaults in paying the redemption or purchase price,
interest and Special Interest, if any, on Notes or portions of Notes called for
redemption or purchase ceases to accrue on and after the redemption or purchase
date;


 


(7) the
paragraph of the Notes and/or Section of this Indenture pursuant to which
the Notes called for redemption or purchase are being redeemed or purchased;
and


 


(8) that
no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.


 


At the Company’s request,
the Trustee will give the notice of redemption in the Company’s name and at its
expense; provided, however, that the Company has
delivered to the Trustee, at least 45 days


 


46





















 


prior
to the redemption date, an Officers’ Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice
as provided in the preceding paragraph.


 


Section 3.04                                Effect of
Notice of Redemption or Purchase.


 


Once notice of redemption is
mailed in accordance with Section 3.03 hereof, Notes called for redemption
become irrevocably due and payable on the redemption date at the redemption
price.  A notice of redemption may not be
conditional.


 


Section 3.05                                Deposit
of Redemption or Purchase Price.


 


On or prior to 10:00 am
Eastern Time on any redemption or purchase date, the Company will deposit with
the Trustee or with the Paying Agent money sufficient to pay the redemption or
purchase price of and accrued interest and Special Interest, if any, on all
Notes to be redeemed or purchased on that date. 
The Trustee or the Paying Agent will promptly, and in any event within
two Business Days after the redemption or purchase date, return to the Company
any money deposited with the Trustee or the Paying Agent by the Company in
excess of the amounts necessary to pay the redemption or purchase price of, and
accrued interest and Special Interest, if any, on all Notes to be redeemed or purchased.


 


If the Company complies with
the provisions of the preceding paragraph, on and after the redemption or
purchase date, interest will cease to accrue on the Notes or the portions of
Notes called for redemption or purchase. 
If a Note is redeemed or purchased on or after an interest record date
but on or prior to the related interest payment date, then any accrued and
unpaid interest shall be paid to the Person in whose name such Note was
registered at the close of business on such record date.  If any Note called for redemption or purchase
is not so paid upon surrender for redemption or purchase because of the failure
of the Company to comply with the preceding paragraph, interest shall be paid
on the unpaid principal, from the redemption or purchase date until such
principal is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.


 


Section 3.06                                Notes
Redeemed or Purchased in Part.


 


Upon surrender of a Note
that is redeemed or purchased in part, the Company will issue and, upon receipt
of an Authentication Order, the Trustee will authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to the unredeemed
or unpurchased portion of the Note surrendered. 
No Notes in denominations of $2,000 or less shall be redeemed in part or
purchased in part unless all of the Notes held by the Holder are to be redeemed
or purchased, except that Additional Notes issued in payment of interest or
Special Interest, if any, may be in other denominations.


 


Section 3.07                                Optional
Redemption.


 


The Notes will not be redeemable at the Company’s option
prior to May 1, 2006.  The Company
is not prohibited by the terms of this Indenture, however, from acquiring the
Notes pursuant to an issuer tender offer, in open market transactions or
otherwise, so long as such acquisition does not otherwise violate the terms of
this Indenture.


 


On or after May 1, 2006, the Company may redeem all or a
part of the Notes upon not less than 30 nor more than 60 days’ prior notice, at
the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and
Special Interest, if any, on the Notes redeemed to the applicable redemption
date, if redeemed during the twelve-month period beginning


 


47





















 


on May 1
of the years indicated below, subject to the rights of Holders on the relevant
record date to receive interest on the relevant interest payment date:


 




	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  May 1, 2006

  	
   

  	
  100

  	
  %

  
	
  May 1, 2007

  	
   

  	
  102

  	
  %

  
	
  May 1, 2008

  	
   

  	
  101

  	
  %

  
	
  May 1, 2009 and thereafter

  	
   

  	
  100

  	
  %

  






 


Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.


 


Any redemption pursuant to this Section 3.07 shall be
made pursuant to the provisions of Sections 3.01 through 3.06 hereof.


 


Section 3.08                                Mandatory
Redemption.


 


The Company is not required to make sinking fund
payments with respect to the Notes.


 


In addition to any payments required by Sections 3.09,
4.09 or 4.14 hereof, if at any time on or after August 1, 2005 and on or
prior to May 1, 2006, the Company receives any cash proceeds from a
contribution to its equity capital, or from the issuance of Capital Stock of
the Company, at a time when no default or event of default has occurred and is
continuing under any Credit Facilities of NewPage or any of its Restricted
Subsidiaries (other than any such cash proceeds (a) received pursuant to
any employee stock or stock option compensation plan or (b) received as
cash equity contributions to cure a breach by NewPage or any of its
Subsidiaries under one or more financial covenants under a Credit Facility or
any agreement governing the Indebtedness of NewPage or any of its
Restricted Subsidiaries),  the Company
will be required to apply such cash proceeds, within 60 days of the receipt
thereof, to redeem the maximum amount of Notes (including Additional Notes)
redeemable with such cash proceeds at a redemption price equal to 100% of the
aggregate principal amount thereof plus accrued and unpaid interest and Special
Interest, if any, thereon, to the redemption date (with such adjustments as may
be deemed appropriate by the Company so that only Notes in denominations of
$2,000, or integral multiples of $1,000 in excess of $2,000, together with
accrued and unpaid interest and Special Interest, if any, thereon, will be
purchased except that Additional Notes issued in payment of interest and
Special Interest, if any, may be purchased in other denominations).


 


Any redemption pursuant to this Section 3.08
shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.


 


Section 3.09                                Offer to
Purchase by Application of Excess Proceeds.


 


In the event that, pursuant
to Section 4.09 hereof, the Company is required to commence an offer (an “Asset Sale Offer”) to all Holders to purchase all or any
part (equal to $2,000 or any integral multiple of $1,000 in excess of $2,000 except
that Additional Notes issued in payment of interest and Special Interest, if
any, may be purchased in other denominations) of that Holder’s Notes, the Company will follow the procedures
specified below.


 


The Asset Sale Offer shall
be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets.  The
Asset Sale Offer will remain open for a period of at least 20 Business Days
following its commencement and not more than 30 Business


 


48





















 


Days,
except to the extent that a longer period is required by applicable law (the “Offer Period”).  No
later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds
(the “Offer Amount”) to the
purchase of Notes and such other pari passu
Indebtedness (on a pro rata
basis, if applicable) or, if less than the Offer Amount has been tendered, all
Notes and other Indebtedness tendered in response to the Asset Sale Offer.  Payment for any Notes so purchased will be
made pursuant to Section 4.01 hereof.


 


If the Purchase Date is on
or after an interest record date and on or before the related interest payment
date, any accrued and unpaid interest and Special Interest, if any, will be
paid to the Person, in cash, in whose name a Note is registered at the close of
business on such record date, and no additional interest will be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.


 


Upon the commencement of an
Asset Sale Offer, the Company will send, by first class mail, a notice to the
Trustee and each of the Holders, with a copy to the Trustee.  The notice will contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer.  The notice, which will
govern the terms of the Asset Sale Offer, will state:


 


(1) that
the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.09
hereof and the length of time the Asset Sale Offer will remain open;


 


(2) the
Offer Amount, the purchase price and the Purchase Date;


 


(3) that
any Note not tendered or accepted for payment will continue to accrue interest;


 


(4) that,
unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer will cease to accrue interest after
the Purchase Date;


 


(5) that
Holders electing to have any Notes purchased pursuant to an Asset Sale Offer
may elect to have such Notes purchased in denominations of $2,000 or integral
multiples of $1,000 in excess of $2,000 only except that Additional Notes
issued in payment of interest or Special Interest, if any, may be purchased in
other denominations;


 


(6) that
Holders electing to have Notes purchased pursuant to any Asset Sale Offer will
be required to surrender such Notes, with the form entitled “Option of Holder
to Elect Purchase” attached to the Notes completed, or transfer by book-entry
transfer, to the Company, a Depositary, if appointed by the Company, or a
Paying Agent at the address specified in the notice prior to the close of
business at least three Business Days preceding the Purchase Date;


 


(7) that
Holders will be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than
the expiration of the Offer Period, a facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Note the Holder
delivered for purchase and a statement that such Holder is withdrawing his
election to have such Note purchased;


 


(8) that,
if the aggregate principal amount of Notes and other pari passu
Indebtedness surrendered by Holders thereof exceeds the Offer Amount, the
Company will select the Notes and other pari passu
Indebtedness to be purchased on a pro rata
basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments
as may be deemed appropriate by the Company so that only Notes in denominations
of $2,000, or integral multiples of $1,000 in excess of $2,000 will be
purchased except that Additional Notes issued in payment of interest or Special
Interest, if any, may be purchased in other denominations); and


 


49





















 


(9) that
Holders whose Notes were purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion (to the extent that such
unpurchased portion is equal to $2,000 in principal amount or an integral
multiple of $1,000 in excess of $2,000 ) of the Notes surrendered (or
transferred by book-entry transfer) except that Additional Notes issued in
payment of interest or Special Interest, if any, may be in other denominations.


 


On or before the Purchase
Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes or portions thereof properly tendered and not
withdrawn pursuant to the Asset Sale Offer, or if less than the Offer Amount
has been tendered, all Notes properly tendered and not withdrawn, and will
deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating that such Notes or portions
thereof were accepted for payment by the Company in accordance with the terms
of this Section 3.09.  The Company,
the Depositary or the Paying Agent, as the case may be, will promptly (but in
any case not later than five days after the Purchase Date) mail or deliver to
each Holder properly tendered, and not withdrawn, an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, and the Company will promptly issue a new Note, and the Trustee,
upon written request from the Company, will authenticate and mail or deliver
(or cause to be transferred by book entry) such new Note to such Holder, in a
principal amount equal to any unpurchased portion of the Note surrendered; provided that each new Note will be in a principal amount of
$2,000 or integral multiples of $1,000 in excess of $2,000, except that
Additional Notes issued in payment of interest or Special Interest, if any, may
be in other denominations. Any Note not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof. 
The Company will publicly announce the results of the Asset Sale Offer
on, or as soon as practicable after, the Purchase Date.


 


Other than as specifically
provided in this Section 3.09, any purchase pursuant to this Section 3.09
shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.


 


50





















 


ARTICLE 4

COVENANTS


 


Section 4.01                                Payment
of Notes.


 


The Company will pay or
cause to be paid the principal of, premium, if any, and interest and Special
Interest, if any, on the Notes on the dates and in the manner provided in the
Notes.  Principal, premium, if any, and
interest and Special Interest, if any, will be considered paid on the date due
if the Paying Agent, if other than the Company or a Subsidiary thereof, holds
as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due or, in the case of
interest and Special Interest, if any, paid on or before the maturity or the
date of redemption or repurchase of any Note, in Additional Notes in an
aggregate principal amount equal to the amount of such interest and Special
Interest, if any, then due, which Additional Notes shall automatically be
deemed to have been issued to each Holder of record in an aggregate principal
amount equal to the amount of interest and Special Interest, if any, due to
such Holder on the applicable Interest Payment Date, and the Company shall
thereafter promptly cause to be executed and authenticated such Additional
Notes in accordance with Section 2.02 hereof and deliver such Additional
Notes to each Holder of record (or to the Trustee or the authenticating agent
in custody for such Person).  Such Paying
Agent shall return to the Company promptly, and in any event, no later than
three Business Days following the date of payment, any money (including accrued
interest) that exceeds such amount of principal, premium, if any, and interest
paid on the Notes or, in the case of interest and Special Interest, if any,
paid on or before the maturity or the date of redemption or repurchase of any
Note, any Additional Notes outstanding in connection with the payment of such
interest.  The Company will pay all
Special Interest, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement. 
If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday.


 


The Company will pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in
excess of the then applicable interest rate on the Notes in Additional Notes to
the extent lawful; it will pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
and Special Interest, if any, (without regard to any applicable grace period)
in Additional Notes at the same rate to the extent lawful.


 


Interest shall be computed
on the basis of a 360-day year comprised of twelve 30-day months.


 


Section 4.02                                Maintenance
of Office or Agency.


 


The Company will maintain in
the Borough of Manhattan, the City of New York, an office or agency (which may
be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be presented or surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company
in respect of the Notes and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.


 


The Company may also from
time to time designate one or more other offices or agencies where the Notes
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; provided, however,
that no such designation or rescission will in any manner relieve


 


51





















 


the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes.  The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.


 


The Company hereby
designates the Corporate Trust Office of the Trustee as one such office or
agency of the Company in accordance with Section 2.03 hereof.


 


Section 4.03                                Reports.


 


(a)  Whether or not
required by the rules and regulations of the SEC, so long as any Notes are
outstanding, the Company will furnish to the Holders or cause the Trustee to
furnish to the Holders, within the time periods specified in the SEC’s rules and
regulations (together with extensions granted by the SEC):


 


(1) all
quarterly and annual reports that would be required to be filed with the SEC on
Forms 10-Q and 10-K if the Company were required to file such reports; and


 


(2) all
current reports that would be required to be filed with the SEC on Form 8-K
if the Company were required to file such reports.


 


Notwithstanding the
foregoing, the requirement to furnish current, quarterly and annual reports to
Holders will be deemed satisfied prior to the commencement to the Exchange
Offer contemplated by the Registration Rights Agreement or the effectiveness of
a Shelf Registration Statement if the information that would have been
contained in such reports is included in the registration statement relating to
the Exchange Offer and/or the Shelf Registration Statement, or any amendments
thereto, and filed with the SEC within the time periods contemplated above; provided, however, that the financial and other information
relating to the quarter ended March 31, 2005 need not be filed until May 31,
2005.


 


All such reports will be
prepared in all material respects in accordance with all of the rules and
regulations applicable to such reports. 
Each annual report on Form 10-K will include a report on the
Company’s consolidated financial statements by the Company’s certified
independent accountants.  In addition,
following the consummation of the Exchange Offer contemplated by the
Registration Rights Agreement, the Company will file a copy of each of the
reports referred to in clauses (1) and (2) above with the SEC for
public availability within the time periods specified in the rules and
regulations applicable to such reports (unless the SEC will not accept such a
filing) and will post the reports on its website within those time periods.


 


If, at any time after
consummation of the Exchange Offer contemplated by the Registration Rights
Agreement, the Company is no longer subject to the periodic reporting
requirements of the Exchange Act for any reason, the Company will nevertheless
continue filing the reports specified in the preceding paragraph with the SEC
within the time periods specified above unless the SEC will not accept such a
filing.  The Company will not take any
action for the purpose of causing the SEC not to accept any such filings.  If, notwithstanding the foregoing, the SEC
will not accept the Company’s filings for any reason,  the Company will post the reports referred to
in the preceding paragraph on its website within the time periods that would
apply if the Company were required to file those reports with the SEC.


 


(b)  If the Company has
designated any of its Subsidiaries as Unrestricted Subsidiaries, then the
quarterly and annual financial information required by paragraph (a) of
this Section 4.03 will include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, of the


 


52





















 


financial
condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of the Company.


 


(c)  For so long as any
Notes remain outstanding, if at any time the Company is not required to file
with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03,
it will furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.


 


Delivery of such reports,
information and documents to the Trustee pursuant to such provisions is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with the
covenants hereunder (as to which the Trustee may conclusively rely on Officers’
Certificates).


 


Section 4.04                                Compliance
Certificate.


 


(a)          The
Company shall deliver to the Trustee, within 60 days after the end of each
fiscal year, an Officers’ Certificate, one of the signers of which will be the
Chief Executive Officer or Chief Financial Officer, stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained
in this Indenture and is not in default in the performance or observance of any
of the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default has occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.


 


(b)         So long as
not contrary to the then current recommendations of the American Institute of
Certified Public Accountants, the year-end financial statements delivered
pursuant to Section 4.03 above shall be accompanied by a written statement
of the Company’s independent registered public accountants (who shall be a firm
of established national reputation) that in making the examination necessary
for certification of such financial statements, nothing has come to their
attention that would lead them to believe that the Company has violated any
provisions of Article 4 or Article 5 hereof or, if any such violation
has occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.


 


(c)          So long as
any of the Notes are outstanding, the Company will deliver to the Trustee,
forthwith upon any Officer becoming aware of any Default or Event of Default,
an Officers’ Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.


 


Section 4.05                                Taxes.


 


The Company will pay, and
will cause each of its Subsidiaries to pay, prior to delinquency, all material
taxes, assessments, and governmental levies except such as are contested in
good faith and by


 


53





















 


appropriate
proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders.


 


Section 4.06                                Stay,
Extension and Usury Laws.


 


The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that
it will not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law has been enacted.


 


Section 4.07                                Restricted
Payments.


 


(a)          The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:


 


(1) declare
or pay any dividend or make any other payment or distribution on account of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests (including,
without limitation, any payment in connection with any merger or consolidation
involving the Company or any of its Restricted Subsidiaries) or to the direct
or indirect holders of the Company’s or any of its Restricted Subsidiaries’
Equity Interests in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of
the Company);


 


(2) purchase,
redeem or otherwise acquire or retire for value (including, without limitation,
in connection with any merger or consolidation involving the Company) any
Equity Interests of the Company or any direct or indirect parent of the
Company;


 


(3) make
any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of the Company or any Restricted
Subsidiary that is contractually subordinated to the Notes (excluding any
intercompany Indebtedness between or among the Company and any of its
Restricted Subsidiaries), except (i) a payment of interest or principal at
the Stated Maturity thereof or (ii) the purchase, repurchase or other
acquisition of any such Indebtedness in anticipation of satisfying a sinking
fund obligation, principal installment or final maturity, in each case, due
within one year of the date of such purchase, repurchase or other acquisition;
or


 


(4) make
any Restricted Investment (all such payments and other actions set forth in
these clauses (1) through (4) above being collectively referred to as
“Restricted Payments”).


 


(b)         The
provisions of Section 4.07(a) hereof will not prohibit:


 


(1) the
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of Indebtedness of the Company or any Restricted Subsidiary that is
contractually subordinated to the Notes with the net cash proceeds from a
substantially concurrent incurrence of Permitted Refinancing Indebtedness;


 


(2) the
payment of any dividend (or, in the case of any partnership or limited
liability company, any similar distribution) by a Restricted Subsidiary of the
Company to the holders of its Equity Interests on a pro rata
basis;


 


54





















 


(3) so long as no Default has
occurred and is continuing or would be caused thereby, the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests
of the Company or any Restricted Subsidiary of the Company held by any current
or former officer, director, consultant or employee of the Company or any of
its Restricted Subsidiaries, and any dividend payment or other distribution by
the Company or a Restricted Subsidiary to a direct or indirect parent holding
company of the Company utilized for the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of such direct or
indirect parent holding company held by any current or former officer,
director, employee or consultant of the Company or any of its Restricted
Subsidiaries or, in each case to the extent applicable, their respective
estates, spouses, former spouses or family members or other permitted
transferees, in each case, pursuant to any equity subscription agreement, stock
option agreement, shareholders’ agreement or similar agreement or benefit plan
of any kind; provided that the aggregate price
paid for all such repurchased, redeemed, acquired or retired Equity Interests
may not exceed $5.0 million in any calendar year period (with unused amounts in
any immediately preceding calendar year being carried over to the two
immediately succeeding calendar years subject to a maximum carry-over amount of
$10.0 million in any calendar year); provided further
that such amount in any calendar year may be increased by an amount not to
exceed:


 


(A)      the cash
proceeds from the sale of Equity Interests of the Company and, to the extent
contributed to the Company as common equity capital, Equity Interests of any of
the Company’s direct or indirect parent entities, in each case to officers,
directors, employees or consultants of the Company, any of its Subsidiaries or
any of its direct or indirect parent entities that occurs after the date of
this Indenture, plus


 


(B)        the cash
proceeds of key man life insurance policies received by the Company and its
Restricted Subsidiaries after the date of this Indenture less


 


(C)        the amount
of any Restricted Payments previously made pursuant to clauses (A) and (B) of
this clause (3);


 


(4) the
repurchase of Equity Interests deemed to occur upon the exercise of stock
options or warrants to the extent such Equity Interests represent a portion of
the exercise price of those stock options or warrants;


 


(5) so
long as no Default has occurred and is continuing or would be caused thereby,
the declaration and payment of regularly scheduled or accrued dividends to
holders of any class or series of Disqualified Stock of NewPage or any
Restricted Subsidiary of NewPage issued on or after the date of this
Indenture in accordance with the Consolidated Coverage Ratio test described in Section 4.08(a) hereof;


 


(6) Permitted
Payments to Parent;


 


(7) so
long as no Default has occurred and is continuing or would be caused thereby,
upon the occurrence of a Change of Control and within 60 days after completion
of a Change of Control Offer pursuant to Section 4.14 hereof (including
the purchase of all Notes tendered), any purchase or redemption of Indebtedness
of any Restricted Subsidiary of the Company that is contractually subordinated
to the Notes that is required to be repurchased or redeemed pursuant to the
terms thereof as a result of such Change of Control, at a purchase price not
greater than 101% of the outstanding principal amount thereof (plus accrued and unpaid interest); provided
that, prior to such repayment or repurchase, the Company shall have made the
Change of Control Offer with respect to the Notes as required by Section 4.14
hereof, and the Company shall have


 


55





















 


repurchased all Notes validly
tendered for payment and not withdrawn in connection with such Change of
Control Offer;


 


(8) so
long as no Default has occurred and is continuing or would be caused thereby,
after the completion of an Asset Sale Offer pursuant to Section 4.09
hereof (including the purchase of all Notes tendered), any purchase or
redemption of Indebtedness of any Restricted Subsidiary of the Company that is
contractually subordinated to the Notes that is required to be repurchased or
redeemed pursuant to the terms thereof as a result of such Asset Sale, at a
purchase price not greater than 100% of the outstanding principal amount
thereof (plus accrued and unpaid interest) with
any Excess Proceeds that remain after consummation of an Asset Sale Offer; provided that, prior to such repayment or repurchase, the
Company shall have made the Asset Sale Offer with respect to the Notes as
required by Section 4.09 hereof, and the Company shall have repurchased
all Notes validly tendered for payment and not withdrawn in connection with
such Asset Sale Offer;


 


(9) any
payment solely to reimburse the Principal or its Affiliates for actual
out-of-pocket expenses, not including fees paid directly or indirectly to
Principal or its Affiliates, in connection with the Acquisition or for the
provision of third party services to the Company and its Subsidiaries; and


 


(10) the
redemption, repurchase or other acquisition for value of any common Equity
Interests of any Foreign Subsidiary of the Company that are held by a Person
that is not an Affiliate of the Company or to the extent required to satisfy
applicable laws, rules or regulations in an aggregate amount since the
date of this Indenture not to exceed $1.0 million; provided
that the consideration for such redemption, repurchase or other acquisition is
not in excess of either (x) the Fair Market Value of such common Equity
Interests or (y) such amount required by applicable laws, rules or
regulations.


 


(c)          The amount
of all Restricted Payments (other than cash) will be the Fair Market Value on
the date of the Restricted Payment of the asset(s) or securities proposed to be
transferred or issued by the Company or such Restricted Subsidiary, as the case
may be, pursuant to the Restricted Payment. 
The Fair Market Value of any assets or securities that are required to
be valued by this Section 4.07 will be determined by the Board of
Directors of the Company whose resolution with respect thereto will be
delivered to the Trustee.  The Board of
Directors’ determination must be based upon an opinion or appraisal issued by
an accounting, appraisal or investment banking firm of national standing if the
Fair Market Value exceeds $25.0 million.


 


56


















 


Section 4.08           Incurrence of Indebtedness
and Issuance of Disqualified Stock and Preferred Stock.


 


(a)  The Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, Guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to
(collectively, “incur”) any Indebtedness
(including Acquired Debt), and the Company will not issue any Disqualified
Stock and will not permit any of its Restricted Subsidiaries to issue any
shares of preferred stock; provided, however,
that NewPage and its Restricted Subsidiaries may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock or preferred stock, if
the Consolidated Coverage Ratio for the Company’s most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is
incurred or such Disqualified Stock or such preferred stock is issued, as the case
may be, would have been at least 2.0 to 1.0, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred or the Disqualified Stock or the
preferred stock had been issued, as the case may be, at the beginning of such
four-quarter period.


 


(b)  The provisions of
Section 4.08(a) hereof will not prohibit the incurrence by
NewPage and its Restricted Subsidiaries of any of the following items of
Indebtedness (collectively, “Restricted Subsidiary
Permitted Debt”):


 


(1) the
incurrence by NewPage (and the Guarantee thereof by any of NewPage’s
Restricted Subsidiaries) of revolving credit Indebtedness and letters of credit
under Credit Facilities in an aggregate principal amount at any one time
outstanding under this clause (1) (with letters of credit being deemed to
have a principal amount equal to the maximum potential liability of
NewPage and its Restricted Subsidiaries thereunder) not to exceed the
greater of:


 


(A) $350.0 million
less the aggregate amount of all Net
Proceeds of Asset Sales applied by NewPage or any of its Restricted
Subsidiaries since the date of this Indenture to repay any revolving credit
Indebtedness under a Credit Facility and effect a corresponding commitment
reduction thereunder pursuant to Section 4.09 hereof and less the aggregate principal amount of all Indebtedness
incurred under clause (2) of this paragraph then outstanding, plus the amount of any reasonable fees, underwriting
discounts, premiums, prepayment penalties and other costs and expenses incurred
in connection with extending, refinancing, renewing, replacing or refunding any
Credit Facility under which Indebtedness is incurred pursuant to this clause
(1) or


 


(B) the
amount of the Borrowing Base as of the date of such incurrence;


 


(2) Indebtedness
incurred by a Receivables Entity in a Qualified Receivables Transaction that is
not recourse to NewPage or any of its Restricted Subsidiaries (except for
Standard Securitization Undertakings); provided, however,
that after giving effect to any such incurrence, the aggregate amount of all
indebtedness incurred under this clause (2) and then outstanding does not
exceed $350.0 million less:


 


(A) the
aggregate principal amount of all Indebtedness incurred under clause
(1) of this paragraph and


 


(B) the
aggregate amount of all Net Proceeds of Asset Sales applied by NewPage or
any of its Restricted Subsidiaries since the date of this Indenture to repay
any revolving credit Indebtedness under a Credit Facility and effect a
corresponding commitment reduction thereunder pursuant to Section 4.09
hereof plus the amount of


 


57





















 


any reasonable fees, underwriting
discounts, premiums, prepayment penalties and other costs and expenses incurred
in connection with extending, refinancing, renewing, replacing or refunding any
Credit Facility or any Indebtedness incurred pursuant to this clause (2);


 


(3) the
incurrence by NewPage (and the Guarantee thereof by any of NewPage’s
Restricted Subsidiaries) of term Indebtedness under Credit Facilities in an
aggregate principal amount at any one time outstanding under this clause
(3) not to exceed $750.0 million less the
aggregate amount of all Net Proceeds of Asset Sales applied by NewPage or
any of its Restricted Subsidiaries since the date of this Indenture to repay
any term Indebtedness under a Credit Facility and effect a corresponding
commitment reduction thereunder pursuant to Section 4.09 hereof;


 


(4) the
incurrence by NewPage and its Restricted Subsidiaries of the Existing
Indebtedness;


 


(5) the
incurrence by NewPage and its Restricted Subsidiaries of Indebtedness
represented by the NewPage Notes to be issued on the date hereof, the
NewPage Indentures and the exchange notes, if any, to be issued pursuant
to any registration rights agreement of NewPage;


 


(6) the
incurrence by NewPage or any of its Restricted Subsidiaries of
Attributable Debt in connection with a Sale/Leaseback Transaction or
Indebtedness represented by Capital Lease Obligations, mortgage financings or
purchase money obligations, in each case, incurred for the purpose of financing
all or any part of the purchase price or cost of design, development,
construction, installation or improvement of property, plant or equipment used
in the business of NewPage or any of its Restricted Subsidiaries, in an
aggregate principal amount at any time outstanding, including all Permitted
Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease
or discharge any Indebtedness incurred pursuant to this clause (6), not to
exceed 3% of Total Assets on the date of incurrence;


 


(7) the
incurrence by NewPage or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to renew, refund, refinance, replace, defease or discharge any Indebtedness
(other than intercompany Indebtedness) that was permitted by this Indenture to
be incurred under Section 4.08(a) hereof or clauses (4), (5), (6),
(17), (18) or (19) of this Section 4.08(b);


 


(8) the
incurrence by NewPage or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among NewPage and any of its
Restricted Subsidiaries; provided, however, that (i) any subsequent
issuance or transfer of Equity Interests that results in any such Indebtedness
being held by a Person other than NewPage or a Restricted Subsidiary of
NewPage and (ii) any sale or other transfer of any such Indebtedness
to a Person that is not either NewPage or a Restricted Subsidiary of
NewPage, will be deemed, in each case, to constitute an incurrence of such
Indebtedness by NewPage or such Restricted Subsidiary, as the case may be,
that was not permitted by this clause (8);


 


(9) the
issuance by any of the Company’s Restricted Subsidiaries to the Company or to
any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:


 


(A) any
subsequent issuance or transfer of Equity Interests that results in any such
preferred stock being held by a Person other than the Company or a Restricted
Subsidiary of the Company; and


 


58





















 


(B) any
sale or other transfer of any such preferred stock to a Person that is not
either the Company or a Restricted Subsidiary of the Company,


 


will be deemed, in each case, to
constitute an issuance of such preferred stock by such Restricted Subsidiary
that was not permitted by this clause (9);


 


(10) the
incurrence by any of NewPage or its Restricted Subsidiaries of Hedging
Obligations in the ordinary course of business;


 


(11) the
guarantee by NewPage or any of its Restricted Subsidiaries of Indebtedness
of NewPage or a Restricted Subsidiary of NewPage that was permitted
to be incurred by another provision of this Section 4.08;


 


(12) the
incurrence by NewPage or any of its Restricted Subsidiaries of
Indebtedness incurred in respect of Insurance Financing Arrangements and
Indebtedness incurred in respect of workers’ compensation claims,
self-insurance obligations, bankers’ acceptances, performance, completion and
surety bonds, completion guarantees and similar obligations in the ordinary
course of business;


 


(13) the
incurrence by NewPage or any of its Restricted Subsidiaries of
Indebtedness arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument inadvertently drawn against
insufficient funds, so long as such Indebtedness is covered within five
Business Days;


 


(14) the
incurrence by NewPage or a Restricted Subsidiary of Indebtedness arising
from agreements of NewPage or such Restricted Subsidiary providing for
indemnification, adjustment of purchase price or similar obligations, in each
case, incurred or assumed in connection with the sale or other disposition of
any business, assets or Capital Stock of NewPage or any Restricted
Subsidiary of NewPage, other than Guarantees of Indebtedness incurred by any
Person acquiring all or any portion of such business, assets or Capital Stock; provided that (A) the maximum aggregate liability in
respect of all such Indebtedness shall at no time exceed the gross proceeds,
whether or not cash, actually received by NewPage and its Restricted
Subsidiaries in connection with such disposition and (B) such Indebtedness
is not reflected in the balance sheet of NewPage or any of its Restricted
Subsidiaries (contingent obligations referred to in a footnote to financial
statements and not otherwise reflected on the balance sheet will not be deemed
to be reflected on such balance sheet for purposes of this clause (14));


 


(15) the
incurrence of contingent liabilities arising out of endorsements of checks and
other negotiable instruments for deposit or collection in the ordinary course
of business;


 


(16) the
incurrence of Indebtedness consisting of Guarantees of loans or other
extensions of credit to or on behalf of current or former officers, directors,
employees, or consultants of the Company, any Restricted Subsidiary of the
Company, or any direct or indirect parent of the Company for the purpose of
permitting such Persons to purchase Capital Stock of the Company or any direct
or indirect parent of the Company in an amount not to exceed $10.0 million at
any one time outstanding;


 


(17) the
incurrence by a Foreign Subsidiary of additional Indebtedness in an aggregate
principal amount, including all Permitted Refinancing Indebtedness incurred to
renew, refund, refinance, replace, defease or discharge any Indebtedness
incurred pursuant to this clause (17), not to exceed $35.0 million at any time
outstanding;


 


59





















 


(18) the
incurrence by NewPage or any of its Restricted Subsidiaries of
Indebtedness in connection with the acquisition of all of the Capital Stock of
a Person that becomes a Restricted Subsidiary of NewPage or all or substantially
all of the assets of a Person, in each case, engaged in a Permitted Business
having an aggregate principal amount at any one time outstanding, including all
Permitted Refinancing Indebtedness incurred to renew, refund, refinance,
replace, defease or discharge any Indebtedness incurred pursuant to this clause
(18), not to exceed an amount equal to 100% of the Net Proceeds received by
NewPage from the issuance or sale (other than to a Subsidiary of NewPage)
of its Capital Stock (other than Disqualified Stock) or as a contribution to
the equity capital of the Company (other than as Disqualified Stock), in each
case subsequent to the date of the indenture; and


 


(19) the
incurrence by NewPage or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount (or accreted value, as
applicable) at any time outstanding, including all Permitted Refinancing
Indebtedness incurred to renew, refund, refinance, replace, defease or
discharge any Indebtedness incurred pursuant to this clause (19), not to exceed
$75.0 million.


 


(c) The provisions of Section 4.08(a) hereof
will not prohibit the incurrence by the Company of Indebtedness represented by
(1) the Notes to be issued on the Issue Date, (2) the Additional
Notes to be issued from time to time in payment of accrued interest, including
Special Interest, if any, on the Notes, (3) the Exchange Notes, if any, to
be issued pursuant to the Registration Rights Agreement and (4) Guarantees
of Indebtedness of NewPage and its Restricted Subsidiaries permitted to be
incurred under clause (a) or (b) of Section 4.08 hereof
(collectively, “Permitted Debt”).


 


(d) The Company will not, directly or indirectly, incur any
Indebtedness (including Permitted Debt) that is contractually subordinated in
right of payment to any other Indebtedness of the Company unless such
Indebtedness is also contractually subordinated in right of payment to the
Notes on substantially identical terms.


 


(e) For purposes of determining compliance with this
Section 4.08, in the event that an item of proposed Indebtedness meets the
criteria of more than one of the categories of Restricted Subsidiary Permitted
Debt described in clauses (1) through (19) of Section 4.08(b), or is
entitled to be incurred pursuant to Section 4.08(a) hereof, the
Company (in its sole discretion) will be permitted to classify such item of
Indebtedness on the date of its incurrence, or later reclassify all or a
portion of such item of Indebtedness, in any manner that complies with this
Section 4.08.  Indebtedness under
Credit Facilities outstanding on the date on which Notes are first issued and
authenticated under this Indenture will initially be deemed to have been
incurred on such date in reliance on the exceptions provided by clauses
(1) and (3) of Section 4.08(b). 
The accrual of interest, the accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, the reclassification of preferred stock as
Indebtedness due to a change in accounting principles, and the payment of
dividends on Disqualified Stock or preferred stock in the form of additional
shares of the same class of Disqualified Stock or preferred stock will not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock
or preferred stock for purposes of this Section 4.08; provided,
in each such case, that the amount of any such accrual, accretion or payment is
included in Interest Expense of the Company as accrued.  Notwithstanding any other provision of this
Section 4.08, the maximum amount of Indebtedness that the Company or any
Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be
deemed to be exceeded solely as a result of fluctuations in exchange rates or
currency values.


 


(f) The amount of any Indebtedness outstanding as of any date
will be:


 


60





















 


(1) the
accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount;


 


(2) the
principal amount of the Indebtedness, in the case of any other Indebtedness;
and


 


(3) in
respect of Indebtedness of another Person secured by a Lien on the assets of
the specified Person, the lesser of:


 


(A)          the Fair Market Value of such assets
at the date of determination; and


 


(B)           the amount of the Indebtedness of the
other Person.


 


Section 4.09           Asset Sales.


 


(a)  The Company will
not, and will not permit any of its Restricted Subsidiaries to, consummate an
Asset Sale unless:


 


(1)                                  the
Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the Fair Market
Value of the assets or Equity Interests issued or sold or otherwise disposed
of; and


 


(2)                                  at
least 75% of the consideration received in the Asset Sale by the Company or
such Restricted Subsidiary is in the form of cash.  For purposes of this provision (but not the
definition of Net Proceeds), each of the following will be deemed to be cash:


 


(A)                              Cash
Equivalents;


 


(B)                                any
liabilities, as shown on the Company’s most recent consolidated balance sheet,
of the Company or any Restricted Subsidiary (other than contingent liabilities
and liabilities that are by their terms subordinated to the Notes or any
Guarantee) that are assumed by the transferee of any such assets pursuant to a
customary assumption agreement that releases the Company or such Restricted
Subsidiary from further liability;


 


(C)                                any
securities, notes or other obligations received by the Company or any such
Restricted Subsidiary from such transferee that are, within 180 days of the
Asset Sale, converted by the Company or such Restricted Subsidiary into cash,
to the extent of the cash received in that conversion;


 


(D)                               any
Designated Non-cash Consideration received by the Company or any Restricted
Subsidiary thereof in such Asset Sale having a Fair Market Value, taken
together with all other Designated Non-cash Consideration received pursuant to
this clause (D) that is at that time outstanding, not to exceed the greater
of (x) $50 million or (y) 2.5% of Total Assets at the time of receipt of such
Designated Non-cash Consideration, with the Fair Market Value of each item of
Designated Non-cash Consideration being measured at the time received without
giving effect to subsequent changes in value;


 


(E)                                 any
stock or assets of the kind referred to in clauses (2) or (4) of
Section 4.09(b); and


 


61





















 


(F)                                 cash
held in escrow as security for any purchase price settlement, for damages in
respect of a breach of representations and warranties or certain covenants or
for payment of other contingent obligations in connection with the Asset Sale.


 


(b) Within 365 days after the receipt of any Net Proceeds
from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as
the case may be) may apply such Net Proceeds at its option:


 


(1)                                  to
repay or prepay Indebtedness of the Company’s Restricted Subsidiaries and, if
such Indebtedness repaid is revolving credit Indebtedness, to correspondingly
reduce commitments with respect thereto;


 


(2)                                  to
acquire all or substantially all of the assets of, or any Capital Stock of,
another Permitted Business, if, after giving effect to any such acquisition of
Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of
the Company;


 


(3)                                  to
make a capital expenditure; or


 


(4)                                  to
acquire other assets that are not classified as current assets under GAAP and
that are used or useful in a Permitted Business.


 


Pending the final
application of any Net Proceeds, the Company may temporarily reduce revolving
credit borrowings or otherwise invest the Net Proceeds in any manner that is
not prohibited by this Indenture.


 


(c)  Any Net Proceeds
from Asset Sales that are not applied or invested as provided in
Section 4.09(b) will constitute Excess Proceeds.  When the aggregate amount of Excess Proceeds
exceeds $20.0 million, within ten days thereof, the Company will make an Asset
Sale Offer in accordance with the procedures set forth in Section 3.09 to
all Holders and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in this
Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets in accordance with Section 3.09 hereof to purchase the
maximum principal amount of Notes and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds.  The offer price in any Asset Sale Offer will
be equal to 100% of the principal amount plus accrued and
unpaid interest and Special Interest, if any, to the date of purchase and will
be payable in cash.  If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture.  If the aggregate principal
amount of the Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis.  Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds will be
reset at zero.


 


(d)  The Company will
comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with each repurchase of Notes pursuant
to an Asset Sale Offer.  To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of Section 3.09 hereof or this Section 4.09, the Company
will comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under Section 3.09 hereof or this
Section 4.09 by virtue of such compliance.


 


62





















 


Section 4.10           Transactions with
Affiliates.


 


(a)  The Company will
not, and will not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate of the Company
(each, an “Affiliate Transaction”), unless:


 


(1) the
Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in
a comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and


 


(2) the
Company delivers to the Trustee:


 


(A) with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10.0 million, a
resolution of the Board of Directors of the Company set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with clause
(1) of this Section 4.10(a) and that such Affiliate Transaction
has been approved by a majority of the disinterested members of the Board of
Directors of the Company; and


 


(B) with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $25.0 million, an
opinion as to the fairness to the Company or such Subsidiary of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal
or investment banking firm of national standing.


 


(b)  The following
items will not be deemed to be Affiliate Transactions and, therefore, will not
be subject to the provisions of Section 4.10(a) hereof:


 


(1) any
consulting or employment agreement or arrangements, incentive compensation
plan, stock option or stock ownership plan, employee benefit plan, severance
arrangements, officer or director indemnification agreement or any similar
arrangement entered into by the Company or any of its Restricted Subsidiaries
for the benefit of directors, officers, employees and consultants of the
Company or a direct or indirect parent of the Company and payments and
transactions pursuant thereto, including, without limitation, those payments
described in the NewPage Offering Circular under the headings “Management—Employment
Agreements/Employment Letters” and “Management—Compensation of Directors”;


 


(2) transactions
between or among the Company and/or its Restricted Subsidiaries;


 


(3) transactions
with a Person (other than an Unrestricted Subsidiary of the Company) that is an
Affiliate of the Company solely because the Company owns, directly or through a
Restricted Subsidiary, an Equity Interest in, or controls, such Person;


 


(4) payment
of reasonable directors’ fees to Persons who are not employees of the Company;


 


(5) any
issuance of Equity Interests (other than Disqualified Stock) of the Company or
any contribution to the capital of the Company (other than as Disqualified
Stock);


 


63





















 


(6) Restricted
Payments that do not violate Section 4.07 hereof;


 


(7) any
payment solely to reimburse Principal or its Affiliates for actual
out-of-pocket expenses, not including fees paid directly or indirectly to
Principal or its Affiliates, in connection with the Acquisition or for the
provision of third party services to the Company and its Subsidiaries;


 


(8) any
agreement or arrangements as in effect on the date of this Indenture and
described in the NewPage Offering Circular under the heading “Certain
Relationships and Related Party Transactions,” and any renewals, extensions or
replacements of any such agreement or arrangements (so long as such renewals,
extensions or replacements are not, taken as a whole, materially less favorable
to the Holders as determined by the Board of Directors of the Company in its
reasonable good faith judgment) and the transactions contemplated thereby;


 


(9) loans
or advances to employees in the ordinary course of business not to exceed $10.0
million in the aggregate at any one time outstanding;


 


(10) Permitted
Payments to Parent;


 


(11)
transactions with a joint venture engaged in a Permitted Business; provided that all the outstanding ownership interests of
such joint venture are owned only by the Company, its Restricted Subsidiaries
and Persons that are not Affiliates of the Company;


 


(12) sales
or purchases of goods or services, in each case in the ordinary course of
business, on terms no less favorable to the Company or the applicable
Restricted Subsidiary than those that are actually being obtained substantially
contemporaneously in comparable transactions with Persons that are not
Affiliates of the Company, and otherwise in compliance with the terms of this
Indenture;


 


(13)
transactions effected as part of a Qualified Receivables Transaction;


 


(14)
repurchases of NewPage Notes and any of the Notes if repurchased on the
same terms as offered to Persons that are not Affiliates of the Company; and


 


(15) any
Investment of the Company or any of its Restricted Subsidiaries existing on the
date of this Indenture and any extension, modification or renewal of such
existing Investments, to the extent not involving any additional Investment
other than as the result of the accrual or accretion of interest or original
issue discount or the issuance of pay-in-kind securities, in each case pursuant
to the terms of such Investments as in effect on the date of this Indenture.


 


Section 4.11           Liens.


 


The Company will not and
will not permit any of its Restricted Subsidiaries to, create, incur, assume or
otherwise cause or suffer to exist or become effective any Lien of any kind
(other than Permitted Liens) securing Indebtedness upon any of their property
or assets, now owned or hereafter acquired, unless all payments due under this
Indenture and the Notes are secured on an equal and ratable basis with the
obligations so secured until such time as such obligations are no longer secured
by a Lien; provided that if such Indebtedness is by
its terms expressly subordinated to the Notes, the Lien securing such
Indebtedness shall be subordinate and junior to the Lien securing the Notes
with the same relative priority as such subordinate or junior Indebtedness
shall have with respect to the Notes.


 


64





















 


Section 4.12           Business Activities.


 


The Company will not, and
will not permit any of its Restricted Subsidiaries to, engage in any business
other than Permitted Businesses, except to such extent as would not be material
to the Company and its Restricted Subsidiaries taken as a whole.


 


Section 4.13           Corporate Existence.


 


Subject to Article 5
hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect:


 


(1) its
corporate existence, and the corporate, limited liability company, partnership
or other existence of each of its Restricted Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time
to time) of the Company or any such Restricted Subsidiary; and


 


(2) the
rights (charter and statutory), licenses and franchises of the Company and its
Restricted Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Restricted Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.


 


Section 4.14           Offer to Repurchase Upon
Change of Control.


 


(a)  Upon the occurrence
of a Change of Control, the Company will make an offer (a “Change of
Control Offer”) to each Holder to repurchase all or any part (equal
to $2,000 or an integral multiple of $1,000 in excess of $2,000 (excluding
Additional Notes, of which any portion may be repurchased in whole or in part))
of that Holder’s Notes at a purchase price in cash equal to 101% of the
aggregate principal amount of Notes repurchased plus accrued and unpaid
interest and Special Interest, if any, on the Notes repurchased to the date of
purchase, subject to the rights of Holders on the relevant record date to
receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within thirty days following
any Change of Control, the Company will mail a notice to each Holder describing
the transaction or transactions that constitute the Change of Control and
stating:


 


(1) that
the Change of Control Offer is being made pursuant to this Section 4.14
and that all Notes tendered will be accepted for payment;


 


(2) the
purchase price and the purchase date, which shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);


 


(3) that
any Note not tendered or accepted for payment will continue to accrue interest;


 


(4) that,
unless the Company defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer will
cease to accrue interest after the Change of Control Payment Date;


 


(5) that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option
of Holder to Elect Purchase” attached to the Notes completed, or transfer by
book-entry transfer, to the Company, a


 


65





















 


Depositary, if appointed by the
Company, or a Paying Agent at the address specified in the notice prior to the
close of business at least three Business Days preceding the Change of Control
Payment Date;


 


(6) that
Holders will be entitled to withdraw their election if the Company, the
Depositary, or the Paying Agent, as the case may be, receives, not later than
the close of business on the second Business Day preceding the Change of
Control Payment Date, a facsimile transmission or letter setting forth the name
of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes
purchased; and


 


(7) that
Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered
(to the extent that such unpurchased portion is equal to $2,000 in principal
amount or an integral multiple of $1,000 in excess of $2,000) or transferred by
book-entry transfer, except that Additional Notes issued in payment of interest
or Special Interest, if any, may be in other denominations.


 


The Company will comply with
the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control.  To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 4.14 hereof, the Company will comply with
the applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 4.14 by virtue of such
compliance.


 


(b)  On the Change of
Control Payment Date, the Company will, to the extent lawful:


 


(1) accept
for payment all Notes or portions of Notes properly tendered and not withdrawn
pursuant to the Change of Control Offer;


 


(2) deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and


 


(3) deliver
or cause to be delivered to the Trustee the Notes properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes
or portions of Notes being purchased by the Company.


 


The Company, the Depositary,
or the Paying Agent, as the case may be, will promptly (but in any case not
later than five days after the Change of Control Payment Date) mail to each
Holder of Notes properly tendered, and not withdrawn, the Change of Control
Payment for such Notes, and the Trustee will promptly authenticate and mail (or
cause to be transferred by book entry) to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in denominations of
$2,000 or integral multiples of $1,000 in excess of $2,000, except that
Additional Notes issued in payment of interest or Special Interest, if any, may
be in other denominations.  The Company
will publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.


 


(c)  Notwithstanding
anything to the contrary in this Section 4.14, the Company will not be
required to make a Change of Control Offer upon a Change of Control if
(1) a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.14 hereof and purchases all Notes properly tendered and not
withdrawn under the Change of Control Offer, or (2) notice of redemption
has been given pursuant to Section 3.07 hereof,


 


66





















 


unless and
until there is a default in payment of the applicable redemption price.  A Change of Control Offer may be made in
advance of a Change of Control, conditional upon such Change of Control, if a
definitive agreement is in place for the Change of Control at the time of
making of the Change of Control Offer. 
Notes repurchased pursuant to a Change of Control Offer will be retired
and cancelled.


 


Section 4.15           Payments for Consent.


 


The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
pay or cause to be paid any consideration to or for the benefit of any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Notes unless such consideration is
offered to be paid and is paid to all Holders that consent, waive or agree to
amend in the time frame set forth in the solicitation documents relating to
such consent, waiver or agreement.


 


Section 4.16           Designation of Restricted
and Unrestricted Subsidiaries.


 


The Board of Directors of
the Company may designate any Restricted Subsidiary (other than NewPage) to be
an Unrestricted Subsidiary if that designation would not cause a Default.  If a Restricted Subsidiary is designated as
an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary designated as Unrestricted will be deemed to be an Investment made
as of the time of the designation and will reduce the amount available for
Restricted Payments under Section 4.07 hereof or under one or more clauses
of the definition of Permitted Investments, as determined by the Company.  That designation will only be permitted if
the Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.  The Board of Directors of the Company may
redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that
redesignation would not cause a Default.


 


Any designation of a
Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to
the Trustee by filing with the Trustee a certified copy of a resolution of the
Board of Directors giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the preceding
conditions and was permitted by Section 4.07 hereof.  If, at any time, any Unrestricted Subsidiary
would no longer meet the requirements for designation as an Unrestricted Subsidiary,
it will thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred
by a Restricted Subsidiary of the Company as of such date and, if such
Indebtedness is not permitted to be incurred as of such date under
Section 4.08 hereof, the Company will be in default of such covenant.  The Board of Directors of the Company may at
any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of
the Company; provided that such designation
will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary
of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary,
and such designation will only be permitted if (1) such Indebtedness is
permitted under Section 4.08 or the Consolidated Coverage Ratio is equal
to or greater immediately following such designation than the Consolidated
Coverage Ratio immediately preceding such designation calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in
existence following such designation.


 


67





















 


ARTICLE 5

SUCCESSORS


 


Section 5.01           Merger, Consolidation, or
Sale of Assets.


 


(a) The Company shall not, directly or indirectly:
(i) consolidate or merge with or into another Person (whether or not the
Company is the surviving corporation); or (2) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or
assets of the Company and its Restricted Subsidiaries taken as a whole, in one
or more related transactions, to another Person, unless:


 


(1) either:


 


(A) the
Company is the surviving corporation; or


 


(B) the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance or other
disposition has been made is an entity organized or existing under the laws of
the United States, any state of the United States or the District of Columbia; provided that, in the case such Person is not a corporation,
a co-obligor of the Notes is a corporation;


 


(2) the
Person formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, conveyance or
other disposition has been made assumes all the obligations of the Company
under the Notes, this Indenture and the Registration Rights Agreement pursuant
to agreements reasonably satisfactory to the Trustee;


 


(3) immediately
after such transaction, no Default or Event of Default exists;


 


(4) the
Company or the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer,
conveyance or other disposition has been made would, on the date of such
transaction after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable
four-quarter period:


 


(A) be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Consolidated Coverage Ratio test set forth in Section 4.08(a) hereof;
or


 


(B) would
have a Consolidated Coverage Ratio that is greater than the Consolidated Coverage
Ratio of the Company immediately prior to such transaction; and


 


(5) the Company delivers to the
Trustee an Officers’ Certificate and an Opinion of Counsel, in each case
stating that such consolidation, merger, sale, assignment, transfer, conveyance
or other disposition complies with this provision and that all conditions
precedent provided for herein relating to such transaction have been complied
with.


 


In addition, the Company
will not, directly or indirectly, lease all or substantially all of the properties
and assets of it and its Restricted Subsidiaries taken as a whole, in one or
more related transactions, to any other Person.


 


(b) This Section 5.01 will not apply to:


 


68





















 


(1) a merger of the
Company with an Affiliate of the Company solely for the purpose of
reincorporating the Company in another jurisdiction; or


 


(2) any consolidation
or merger, or any sale, assignment, transfer, conveyance, lease or other
disposition of assets between or among the Company and its Restricted
Subsidiaries.


 


Section 5.02           Successor Corporation
Substituted.


 


Upon any consolidation or
merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the properties or assets of the
Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor Person formed by such
consolidation or into or with which the Company is merged or to which such
sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, assignment, transfer, lease, conveyance or
other disposition, the provisions of this Indenture referring to the “Company”
shall refer instead to the successor Person and not to the Company), and may
exercise every right and power of the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be
relieved from the obligation to pay the principal of and interest or Special
Interest, if any, on the Notes except in the case of a sale of all of the
Company’s assets in a transaction that is subject to, and that complies with
the provisions of, Section 5.01 hereof.


 


ARTICLE 6

DEFAULTS AND REMEDIES


 


Section 6.01           Events of Default.


 


Each of the following is an “Event of Default”:


 


(1) default
for 30 days in the payment when due of interest on, or Special Interest, if
any, with respect to, the Notes, or
failure to issue any Additional Notes within 30 days after such interest is
deemed paid;


 


(2) default
in the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on the Notes;


 


(3) failure
by the Company or any of its Restricted Subsidiaries for 30 days after notice
to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes, including Additional Notes, if any, then
outstanding to comply with the provisions of Sections 4.09, 4.14 or 5.01
hereof;


 


(4) failure
by the Company or any of its Restricted Subsidiaries for 60 days after notice
to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes, including Additional Notes, if any, then
outstanding to comply with any of the other agreements in this Indenture;


 


(5) default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company, any Restricted Subsidiary of
the Company that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary (or the payment of which is guaranteed by the Company,
any Restricted Subsidiary of


 


69





















 


the Company that is a Significant Subsidiary or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary), whether such Indebtedness or Guarantee now exists, or
is created after the date of this Indenture, if that default results in the
acceleration of such Indebtedness prior to its express maturity or the failure
to pay such Indebtedness at maturity and the principal amount of
any such Indebtedness, together with the principal amount of any other such
Indebtedness the maturity of which has been so accelerated or which has not
been paid at maturity, aggregates $25.0 million or more;


 


(6) failure
by the Company, any Restricted Subsidiary of the Company that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary to pay final and
non-appealable judgments entered by a court or courts of competent jurisdiction
aggregating in excess of $25.0 million (net of any amounts covered by insurance
or pursuant to which the Company is indemnified to the extent that the third
party under such agreement acknowledges its obligations thereunder), which
judgments are not paid, discharged or stayed for a period of 60 days and, in
the event such judgment is covered by insurance, an enforcement proceeding has
been commenced by any creditor upon such judgment or decree that is not
promptly stayed;


 


(7) the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary pursuant to or within the meaning of
Bankruptcy Law:


 


(A) commences
a voluntary case,


 


(B) consents
to the entry of an order for relief against it in an involuntary case,


 


(C) consents
to the appointment of a custodian of it or for all or substantially all of its
property,


 


(D) makes a
general assignment for the benefit of its creditors, or


 


(E) generally
is not paying its debts as they become due;


 


(8) a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:


 


(A) is for
relief against the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary in an
involuntary case;


 


(B) appoints
a custodian of the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary or for all or
substantially all of the property of the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary; or


 


(C) orders
the liquidation of the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary;


 


70





















 


and the order or decree
remains unstayed and in effect for 60 consecutive days; and


 


(9) the
payment of any dividend by any Parent Entity with the proceeds of an incurrence
of Indebtedness or an issuance of preferred stock that is consummated after the
date of this Indenture and on or prior to May 2, 2007 unless after giving
effect to such incurrence or issuance and the payment of such dividend, the
Consolidated Group Leverage Ratio would be less than 4.5 to 1.0.


 


Section 6.02           Acceleration.


 


In the case of an Event of
Default specified in clause (7) or (8) of Section 6.01 hereof,
with respect to the Company, any Restricted Subsidiary of the Company that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary, all
outstanding Notes will become due and payable immediately without further
action or notice.  If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately; provided that
so long as any Indebtedness permitted to be incurred pursuant to the Credit
Facilities is outstanding, such acceleration will not be effective until the
earlier of (1) the acceleration of such Indebtedness under the Credit
Facilities or (2) five Business Days after receipt by the Company of
written notice of such acceleration.


 


Upon any such declaration,
the Notes shall become due and payable immediately.


 


The Holders of a majority in
aggregate principal amount of the then outstanding Notes by written notice to
the Trustee may, on behalf of all of the Holders, rescind an acceleration and
its consequences, if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of principal,
interest or premium or Special Interest, if any, that has become due solely
because of the acceleration) have been cured or waived.


 


Section 6.03           Other Remedies.


 


If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal, premium, interest or Special Interest, if
any, on the Notes or to enforce the performance of any provision of the Notes
or this Indenture.


 


The Trustee may maintain a
proceeding even if it does not possess any of the Notes or does not produce any
of them in the proceeding.  A delay or
omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent
permitted by law.


 


Section 6.04           Waiver of Past Defaults.


 


Holders of not less than a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of the Holders of all of the Notes waive
any existing Default or Event of Default and its consequences hereunder, except
a continuing Default or Event of Default in the payment of the principal of,
premium, interest or Special Interest, if any, on the Notes (including in
connection with an offer to purchase); provided, however,
that the Holders of a majority in aggregate principal amount of the then
outstanding Notes may rescind an acceleration and its consequences, including
any related payment default that resulted from such acceleration.  Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to


 


71





















 


have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.


 


Section 6.05           Control by Majority.


 


Holders of a majority in
aggregate principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders or that may involve
the Trustee in personal liability.


 


Section 6.06           Limitation on Suits.


 


A Holder may pursue a remedy
with respect to this Indenture or the Notes only if:


 


(1) such
Holder gives to the Trustee written notice that an Event of Default is
continuing;


 


(2) Holders
of at least 25% in aggregate principal amount of the then outstanding Notes
make a written request to the Trustee to pursue the remedy;


 


(3) such
Holder or Holders offer and, if requested, provide to the Trustee security or
indemnity reasonably satisfactory to the Trustee against any loss, liability or
expense;


 


(4) the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and


 


(5) within
such 60-day period, Holders of a majority in aggregate principal amount of the
then outstanding Notes have not given the Trustee a direction inconsistent with
such request.


 


A Holder may not use this
Indenture to prejudice the rights of another Holder or to obtain a preference
or priority over another Holder.


 


Section 6.07           Rights of Holders to
Receive Payment.


 


Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of
principal, premium, interest and Special Interest, if any, on the Note, on or
after the respective due dates expressed in the Note (including in connection with
an offer to purchase), or to bring suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without
the consent of such Holder.


 


Section 6.08           Collection Suit by
Trustee.


 


If an Event of Default specified
in Section 6.01(1) or (2) hereof occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Company for the whole amount of principal of,
premium, interest and Special Interest, if any, remaining unpaid on, the Notes
and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


72





















 


Section 6.09           Trustee May File
Proofs of Claim.


 


The Trustee is authorized to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07
hereof.  To the extent that the payment
of any such compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties that the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise.  Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.


 


Section 6.10           Priorities.


 


If the Trustee collects any
money pursuant to this Article 6, it shall pay out the money in the
following order:


 


First:      to
the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;


 


Second:  to
Holders for amounts due and unpaid on the Notes for principal, premium,
interest and Special Interest, if any, ratably, without preference or priority
of any kind, according to the amounts due and payable on the Notes for
principal, premium, interest, and Special Interest, if any, respectively; and


 


Third:     to
the Company or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix a record
date and payment date for any payment to Holders pursuant to this
Section 6.10.


 


Section 6.11           Undertaking for Costs.


 


In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a
suit by the Trustee, a suit by a Holder pursuant to


 


73





















 


Section 6.07
hereof, or a suit by Holders of more than 10% in aggregate principal amount of
the then outstanding Notes.


 


ARTICLE 7

TRUSTEE


 


Section 7.01           Duties of Trustee.


 


(a)  If an Event of
Default has occurred and is continuing, the Trustee will exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.


 


(b)  Except during the
continuance of an Event of Default:


 


(1) the
duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and


 


(2) in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. 
However, in the case of any certificates or opinions required to be
delivered hereunder, the Trustee will examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture.


 


(c)  The Trustee may
not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:


 


(1) this
paragraph does not limit the effect of paragraph (b) of this
Section 7.01;


 


(2) the
Trustee will not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and


 


(3) the
Trustee will not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to
Section 6.05 hereof.


 


(d)  Whether or not
therein expressly so provided, every provision of this Indenture that in any
way relates to the Trustee is subject to paragraphs (a), (b), and (c) of
this Section 7.01.


 


(e)  No provision of
this Indenture will require the Trustee to expend or risk its own funds or
incur any liability.  The Trustee will be
under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, unless such Holder has offered to the
Trustee security and indemnity satisfactory to it against any loss, liability
or expense.


 


(f)  The Trustee will
not be liable for interest on any money received by it except as the Trustee
may agree in writing with the Company. 
Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.


 


74





















 


Section 7.02           Rights of Trustee.


 


(a)  The Trustee may
conclusively rely upon any document believed by it to be genuine and to have
been signed or presented by the proper Person. 
The Trustee need not investigate any fact or matter stated in the
document.


 


(b)  Before the Trustee
acts or refrains from acting, it may require an Officers’ Certificate or an
Opinion of Counsel or both.  The Trustee
will not be liable for any action it takes or omits to take in good faith in
reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel of its
selection and the written advice of such counsel or any Opinion of Counsel will
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.


 


(c)  The Trustee may
act through its attorneys and agents and will not be responsible for the
misconduct or negligence of any agent (other than an agent who is an employee
of the Trustee) appointed with due care.


 


(d)  The Trustee will
not be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within the rights or powers conferred upon it by
this Indenture.


 


(e)  Unless otherwise
specifically provided in this Indenture, any demand, request, direction or
notice from the Company will be sufficient if signed by an Officer of the
Company.


 


(f)  The Trustee will
be under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders unless such
Holders have offered to the Trustee reasonable indemnity or security against
the losses, liabilities and expenses that might be incurred by it in compliance
with such request or direction.


 


(g)  The Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other document, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company personally or by agent or attorney at the sole cost of the
Company and shall incur no liability or additional liability of any kind solely
by reason of such inquiry or investigation.


 


(h)  The Trustee shall
not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless
written notice of a Default or Event of Default is received by the Trustee at
the Corporate Trust Office of the Trustee, and such notice references the Notes
and the Indenture.


 


(i)  The rights,
privileges, protections, immunities and benefits given to the Trustee pursuant
to the terms of this Indenture, including, without limitation, its right to be
indemnified, are extended to, and shall be enforced by, the Trustee in each of
its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.


 


(j)  The Trustee may
request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specific
actions pursuant to this Indenture.


 


75





















 


(k)  The
permissive rights of the Trustee enumerated herein shall not be construed as
duties.


 


Section 7.03           Individual Rights of
Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee.  However, in the event that the Trustee
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the SEC for permission to continue as trustee (if this Indenture
has been qualified under the TIA) or resign. 
Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10
and 7.11 hereof.


 


Section 7.04           Trustee’s Disclaimer.


 


The Trustee will not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company’s use
of the proceeds from the Notes or any money paid to the Company or upon the
Company’s direction under any provision of this Indenture, it will not be
responsible for the use or application of any money received by any Paying
Agent other than the Trustee, and it will not be responsible for any statement
or recital herein or any statement in the Notes or any other document in
connection with the sale of the Notes or pursuant to this Indenture other than
its certificate of authentication.


 


Section 7.05           Notice of Defaults.


 


If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
will mail to Holders a notice of the Default or Event of Default within 90 days
after it occurs.  Except in the case of a
Default or Event of Default in payment of principal of, premium, interest or
Special Interest, if any, on any Note, the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders.


 


Section 7.06           Reports by Trustee to
Holders.


 


(a)  Within 60 days
after each March 15 beginning with the March 15 following the date of
this Indenture, and for so long as Notes remain outstanding, the Trustee will
mail to the Holders a brief report dated as of such reporting date that
complies with TIA § 313(a) (but if no event described in TIA
§ 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). 
The Trustee also will comply with TIA § 313(b)(2).  The Trustee will also transmit by mail all
reports as required by TIA § 313(c).


 


(b)  A copy of each
report at the time of its mailing to the Holders will be mailed by the Trustee
to the Company and filed by the Trustee with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA § 313(d).  The Company will promptly notify the Trustee
in writing when the Notes are listed on any stock exchange and of any delisting
thereof.


 


Section 7.07           Compensation and
Indemnity.


 


(a)  The Company will
pay to the Trustee from time to time such compensation as the Company and the
Trustee shall from time to time agree to in writing for its acceptance of this
Indenture and services hereunder.  The
Trustee’s compensation will not be limited by any law on compensation of a
trustee of an express trust.  The Company
will reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its


 


76





















 


services.  Such expenses will include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


(b)  The Company will
indemnify the Trustee against any and all losses, liabilities or expenses
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture including the costs and
expenses of enforcing this Indenture against the Company (including this
Section 7.07) and defending itself against any claim (whether asserted by
the Company, any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence, bad faith or willful misconduct. 
The Trustee will notify the Company promptly of any claim for which it
may seek indemnity.  Failure by the
Trustee to so notify the Company will not relieve the Company of its
obligations hereunder.  The Company will
defend the claim and the Trustee will cooperate in the defense.  The Trustee may have separate counsel and the
Company will pay the reasonable fees and expenses of such counsel.  The Company need not pay for any settlement
made without its consent, which consent will not be unreasonably withheld.


 


(c)  The obligations of
the Company under this Section 7.07 will survive the resignation or
removal of the Trustee and the satisfaction and discharge of this Indenture.


 


(d)  To secure the
Company’s payment obligations in this Section 7.07, the Trustee will have
a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular
Notes.  Such Lien will survive the
resignation or removal of the Trustee and the satisfaction and discharge of
this Indenture.


 


(e)  When the Trustee
incurs expenses or renders services after an Event of Default specified in
Section 6.01(7) or (8) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.


 


(f)  The Trustee will
comply with the provisions of TIA § 313(b)(2) to the extent
applicable.


 


Section 7.08           Replacement of Trustee.


 


(a)  A resignation or
removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as
provided in this Section 7.08.


 


(b)  The Trustee may
resign in writing at any time and be discharged from the trust hereby created
by so notifying the Company.  The Holders
of a majority in aggregate principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:


 


(1) the
Trustee fails to comply with Section 7.10 hereof;


 


(2) the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;


 


(3) a
custodian or public officer takes charge of the Trustee or its property; or


 


(4) the
Trustee becomes incapable of acting.


 


77





















 


(c)  If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company will promptly appoint a successor Trustee.  Within one year after the successor Trustee
takes office, the Holders of a majority in aggregate principal amount of the
then outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.


 


(d)  If a successor
Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company, or the Holders of at least
10% in aggregate principal amount of the then outstanding Notes may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


(e)  If the Trustee,
after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10 hereof, such Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


 


(f)  A successor
Trustee will deliver a written acceptance of its appointment to the retiring
Trustee and to the Company.  Thereupon,
the resignation or removal of the retiring Trustee will become effective, and
the successor Trustee will have all the rights, powers and duties of the
Trustee under this Indenture.  The
successor Trustee will mail a notice of its succession to Holders.  The retiring Trustee will promptly transfer
all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been
paid and subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company’s obligations under
Section 7.07 hereof will continue for the benefit of the retiring Trustee.


 


Section 7.09           Successor Trustee by
Merger, etc.


 


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation or national association, the successor
corporation or national association without any further act will be the
successor Trustee.


 


Section 7.10           Eligibility;
Disqualification.


 


There will at all times be a
Trustee hereunder that is a corporation organized and doing business under the
laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and that has a combined
capital and surplus of at least $100.0 million as set forth in its most recent
published annual report of condition.


 


This Indenture will always
have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5).  The Trustee is subject
to TIA § 310(b).


 


Section 7.11           Preferential Collection of
Claims Against Company.


 


The Trustee is subject to
TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311(b).  A Trustee who has
resigned or been removed shall be subject to TIA § 311(a) to the
extent indicated therein.


 


78





















 


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01           Option to Effect Legal
Defeasance or Covenant Defeasance.


 


The Company may at any time,
at the option of its Board of Directors evidenced by a resolution set forth in
an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof
be applied to all outstanding Notes upon compliance with the conditions set
forth below in this Article 8.


 


Section 8.02           Legal Defeasance and
Discharge.


 


Upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this
Section 8.02, the Company will, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been discharged
from their obligations with respect to all outstanding Notes on the date the
conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”).  For this
purpose, Legal Defeasance means that the Company will be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes,
which will thereafter be deemed to be “outstanding” only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to
in clauses (1) and (2) below, and to have satisfied all their other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which will survive
until otherwise terminated or discharged hereunder:


 


(1) the
rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest, premium or Special Interest, if any, on such Notes
when such payments are due from the trust referred to in Section 8.04
hereof;


 


(2) the
Company’s obligations with respect to such Notes under Article 2
concerning issuing temporary notes, registration of notes, mutilated,
destroyed, lost or stolen notes and Section 4.02 hereof;


 


(3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith; and


 


(4) this
Article 8.


 


Subject to compliance with
this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.


 


Section 8.03           Covenant Defeasance.


 


Upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this
Section 8.03, the Company will, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be released from each of
their obligations under the covenants contained in Sections 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.14, 4.15, and 4.16 hereof and clause (4) of
Section 5.01(a) hereof with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 hereof are
satisfied (hereinafter, “Covenant Defeasance”),
and the Notes will thereafter be deemed not “outstanding” for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but will
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes will not be deemed outstanding for accounting
purposes).  For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the


 


79





















 


Company
may omit to comply with and will have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply will not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes will be
unaffected thereby.  In addition, upon
the Company’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.03, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, Sections 6.01(3) through
6.01(6) and Section 6.01(9) hereof will not constitute Events of
Default.


 


Section 8.04           Conditions to Legal or
Covenant Defeasance.


 


In order to exercise either
Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03
hereof:


 


(1) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized investment bank, appraisal firm, or firm of independent
public accountants, to pay the principal of, premium, interest and Special
Interest, if any, on the outstanding Notes on the stated date for payment
thereof or on the applicable redemption date, as the case may be, and the
Company must specify whether the Notes are being defeased to such stated date
for payment or to a particular redemption date;


 


(2) in
the case of an election under Section 8.02 hereof, the Company must
deliver to the Trustee an Opinion of Counsel confirming that:


 


(A)  the Company has received from, or there has been
published by, the Internal Revenue Service a ruling; or


 


(B)  since the date of this Indenture, there has
been a change in the applicable federal income tax law,


 


in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
of the outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred;


 


(3) in
the case of an election under Section 8.03 hereof, the Company must
deliver to the Trustee an Opinion of Counsel confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;


 


(4) no
Default or Event of Default shall have occurred and be continuing on the date
of such deposit (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit) and the deposit will not
result in a breach or violation of, or constitute a default under, any other
instrument to which the Company is a party or by which the Company is bound;


 


80





















 


(5) such
Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;


 


(6) the
Company must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders
over the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any creditors of the Company or others; and


 


(7) the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.


 


Section 8.05           Deposited Money and
Government Securities to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.06
hereof, all money and non-callable Government Securities (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04
hereof in respect of the outstanding Notes will be held in trust and applied by
the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium, interest and Special Interest, if any, but such money
need not be segregated from other funds except to the extent required by law.


 


The Company will pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or non-callable Government Securities deposited
pursuant to Section 8.04 hereof or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Notes.


 


Notwithstanding anything in
this Article 8 to the contrary, the Trustee will deliver or pay to the
Company from time to time upon the request of the Company any money or
non-callable Government Securities held by it as provided in Section 8.04
hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee (which may be the opinion delivered under Section 8.04(1) hereof),
are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06           Repayment to Company.


 


The Trustee shall promptly,
and in any event, no later than three Business Days, pay to the Company after
request therefore, any excess money or non-callable Government Securities held
with respect to the Notes at such time in excess of amounts required to pay any
of the Company’s Obligations then owing with respect to the Notes.


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, interest or Special Interest, if any, on
any Note and remaining unclaimed for two years after such principal, premium,
interest or Special Interest, if any, has become due and payable shall be paid
to the Company on its request or (if then held by the Company) will be
discharged from such trust; and the Holder of such Note will thereafter be
permitted to look only


 


81





















 


to
the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, will thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in the
New York Times and The Wall Street Journal (national edition), notice that such
money remains unclaimed and that, after a date specified therein, which will
not be less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


 


Section 8.07           Reinstatement.


 


If the Trustee or Paying
Agent is unable to apply any U.S. dollars or non-callable Government Securities
in accordance with Section 8.02 or 8.03 hereof, as the case may be, by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and the Notes will be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or
8.03 hereof until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 8.02 or 8.03 hereof, as
the case may be; provided, however, that, if the
Company makes any payment of principal of, premium, interest or Special
Interest, if any, on any Note following the reinstatement of its obligations,
the Company will be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.


 


ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01           Without Consent of
Holders.


 


Notwithstanding
Section 9.02 of this Indenture, the Company and the Trustee may amend or
supplement this Indenture or the Notes without the consent of any Holder:


 


(1) to
cure any ambiguity, defect or inconsistency;


 


(2) to
provide for uncertificated Notes in addition to or in place of certificated
Notes;


 


(3) to
provide for the assumption of the Company’s obligations to the Holders of the
Notes in the case of a merger or consolidation or sale of all or substantially
all of the Company’s assets, as applicable;


 


(4) to
make any change that would provide any additional rights or benefits to the
Holders or that does not adversely affect the legal rights hereunder of any
Holder;


 


(5) to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;


 


(6) to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in this Indenture as of the date hereof; or


 


(7) to
comply with the rules of any applicable securities depository.


 


Upon the request of the
Company accompanied by a resolution of its Board of Directors authorizing the
execution of any such amended or supplemental indenture, and upon receipt by
the Trustee of the documents described in Section 7.02 and 11.04 hereof,
the Trustee will join with the


 


82





















 


Company
in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee will
not be obligated to enter into such amended or supplemental indenture that
adversely affects its own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture.


 


Section 9.02           With Consent of Holders.


 


Except as provided below in
this Section 9.02, the Company and the Trustee may amend or supplement
this Indenture (including, without limitation, Section 3.09, 4.09 and 4.14
hereof) and the Notes with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes (including, without
limitation, Additional Notes, if any) voting as a single class (including,
without limitation, consents obtained in connection with a tender offer or
Exchange Offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium, interest or
Special Interest, if any, on the Notes, except a payment default resulting from
an acceleration that has been rescinded) or compliance with any provision of
this Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes
(including, without limitation, Additional Notes, if any) voting as a single
class (including, without limitation, consents obtained in connection with a
tender offer or Exchange Offer for, or purchase of, the Notes).


 


Upon the request of the
Company accompanied by a resolution of its Board of Directors authorizing the
execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders as aforesaid, and upon receipt by the Trustee of the documents
described in Sections 7.02 and 11.04 hereof, the Trustee will join with the
Company in the execution of such amended or supplemental indenture unless such
amended or supplemental indenture adversely affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but will not be obligated to, enter into such
amended or supplemental Indenture.


 


It is not be necessary for
the consent of the Holders under this Section 9.02 to approve the
particular form of any proposed amendment, supplement, waiver or consent, but
it is sufficient if such consent approves the substance thereof.


 


After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the
Company will mail to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver.  Any
failure of the Company to mail such notice, or any defect therein, will not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. 
Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount of the Notes then outstanding voting as a single
class may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Notes. 
However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not (with respect to any
Notes held by a non-consenting Holder):


 


(1) reduce
the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;


 


83





















 


(2) reduce
the principal of or change the fixed maturity of any Note or alter or waive any
of the provisions with respect to the redemption of the Notes (except as
provided above with respect to Sections 3.09, 4.09 and 4.14 hereof);


 


(3) reduce
the rate of or change the time for payment of interest, including default
interest, on any Note;


 


(4) waive
a Default or Event of Default in the payment of principal of, or premium, interest
or Special Interest, if any, on the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes and a waiver of the payment default that
resulted from such acceleration);


 


(5) make
any Note payable in money other than that stated in the Notes;


 


(6) make
any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders to receive payments of principal of, or
interest or premium or Special Interest, if any, on the Notes;


 


(7) waive
a redemption payment with respect to any Note (other than a payment required by
Sections 3.09, 4.09 or 4.14 hereof); or


 


(8) make
any change in the preceding amendment and waiver provisions.


 


Section 9.03           Compliance with Trust
Indenture Act.


 


Every amendment or
supplement to this Indenture or the Notes will be set forth in a amended or
supplemental indenture that complies with the TIA as then in effect.


 


Section 9.04           Revocation and Effect of
Consents.


 


Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder or portion of a
Note that evidences the same debt as the consenting Holder’s Note, even if
notation of the consent is not made on any Note.  However, any such Holder or subsequent Holder
may revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the amendment, supplement or waiver becomes effective.  An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.


 


Section 9.05           Notation on or Exchange of
Notes.


 


The Trustee may place an
appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated.  The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.


 


Failure to make the
appropriate notation or issue a new Note will not affect the validity and
effect of such amendment, supplement or waiver.


 


84





















 


Section 9.06           Trustee to Sign
Amendments, etc.


 


The Trustee will sign any
amended or supplemental indenture authorized pursuant to this Article 9 if
the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. 
The Company may not sign an amended or supplemental indenture until the
Board of Directors of the Company approves it. 
In executing any amended or supplemental indenture, the Trustee shall
receive and (subject to Section 7.01 hereof) will be fully protected in
conclusively relying upon, in addition to the documents required by Section 11.04
hereof, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.


 


ARTICLE 10

SATISFACTION AND DISCHARGE


 


Section 10.01         Satisfaction and Discharge.


 


This Indenture will be
discharged and will cease to be of further effect as to all Notes issued
hereunder, when:


 


(1) either:


 


(a)  all Notes that have been authenticated,
except lost, stolen or destroyed Notes that have been replaced or paid and any
of the Notes for whose payment money has been deposited in trust and thereafter
repaid to the Company, have been delivered to the Trustee for cancellation; or


 


(b)  all Notes that have not been delivered to the
Trustee for cancellation have become due and payable by reason of the mailing
of a notice of redemption or otherwise or will become due and payable within
one year and the Company has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities, or a combination
thereof, in such amounts as will be sufficient, without consideration of any
reinvestment of interest, to pay and discharge the entire Indebtedness on the
Notes not delivered to the Trustee for cancellation for principal, premium,
accrued interest and Special Interest, if any, to the date of maturity or
redemption;


 


(2) no
Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit) and the deposit will not result in a
breach or violation of, or constitute a default under, any other instrument to
which the Company is a party or by which the Company is bound;


 


(3) the
Company has paid or caused to be paid all sums payable by it under this
Indenture; and


 


(4) the
Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at
maturity or on the redemption date, as the case may be.


 


In
addition, the Company must deliver an Officers’ Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.


 


85





















 


Notwithstanding the
satisfaction and discharge of this Indenture, if money has been deposited with
the Trustee pursuant to subclause (b) of clause (1) of this
Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will
survive.  In addition, nothing in this
Section 10.01 will be deemed to discharge those provisions of
Section 7.07 hereof, that, by their terms, survive the satisfaction and
discharge of this Indenture.


 


Section 10.02         Application of Trust
Money.


 


Subject to the provisions of
Section 8.06 hereof, all money deposited with the Trustee pursuant to
Section 10.01 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium and Special Interest, if any) and
interest for whose payment such money has been deposited with the Trustee; but
such money need not be segregated from other funds except to the extent
required by law.


 


If the Trustee or Paying
Agent is unable to apply any money or Government Securities in accordance with
Section 10.01 hereof by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit
had occurred pursuant to Section 10.01 hereof; provided
that if the Company has made any payment of principal of, premium, interest or
Special Interest, if any, on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.


 


Section 10.03         Repayment to the Company


 


The Trustee shall promptly,
and in any event, no later than three Business Days, pay to the Company after
request therefor, any excess money or non-callable Government Securities held
with respect to the Notes at such time in excess of amounts required to pay any
of the Company’s Obligations then owing with respect to the Notes.


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, interest or Special Interest, if any, on
any Note and remaining unclaimed for two years after such principal, premium,
interest or Special Interest, if any, has become due and payable shall be paid
to the Company on its request or (if then held by the Company) will be
discharged from such trust; and the Holder of such Note will thereafter be
permitted to look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, will thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in the
New York Times and The Wall Street Journal (national edition), notice that such
money remains unclaimed and that, after a date specified therein, which will
not be less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


 


86





















 


ARTICLE 11

MISCELLANEOUS


 


Section 11.01         Trust Indenture Act
Controls.


 


If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA
§318(c), the imposed duties will control.


 


Section 11.02         Notices.


 


Any notice or communication
by the Company or the Trustee to the others is duly given if in writing and
delivered in Person or by first class mail (registered or certified, return
receipt requested), facsimile transmission or overnight air courier
guaranteeing next day delivery, to the others’ address:


 


If to the Company:


 


NewPage Holding Corporation

Courthouse Plaza, NE

Dayton, Ohio  45463

Attention:  Chief Financial Officer


 


With a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York  10022

Facsimile No.:  (212) 593-5955

Attention:  Ronald Risdon


 


If to the Trustee:

HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York  10018

Facsimile No.:  (212) 525-1300

Attention:  Corporate Trust


 


The Company or the Trustee,
by notice to the others, may designate additional or different addresses for
subsequent notices or communications.


 


All notices and
communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if transmitted by facsimile; and the next Business
Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.


 


Any notice or communication
to a Holder will be mailed by first class mail, certified or registered, return
receipt requested, or by overnight air courier guaranteeing next day delivery
to its address shown on the register kept by the Registrar.  Any notice or communication will also be so
mailed to any Person described in TIA § 313(c), to the extent required by
the TIA.  Failure to mail a notice or
communication to a Holder or any defect in it will not affect its sufficiency
with respect to other Holders.


 


87





















 


If a notice or communication
is mailed in the manner provided above within the time prescribed, it is duly
given, whether or not the addressee receives it.


 


If the Company mails a
notice or communication to Holders, it will mail a copy to the Trustee and each
Agent at the same time.


 


Section 11.03         Communication by Holders
with Other Holders of Notes.


 


Holders may communicate
pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. 
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA § 312(c).


 


Section 11.04         Certificate and Opinion as
to Conditions Precedent.


 


Upon any request or application
by the Company to the Trustee to take any action under this Indenture, the
Company shall furnish to the Trustee:


 


(1) an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 11.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and


 


(2) an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which must include the statements set forth in Section 11.05 hereof)
stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.


 


Notwithstanding the
foregoing, no such Officers’ Certificate or Opinion of Counsel shall be given
with respect to the authentication and delivery of the Initial Notes.


 


Section 11.05         Statements Required in
Certificate or Opinion.


 


Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture (other than a certificate provided pursuant to TIA § 314(a)(4))
must comply with the provisions of TIA § 314(e) and must include:


 


(1) a
statement that the Person making such certificate or opinion has read such
covenant or condition;


 


(2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


 


(3) a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and


 


(4) a
statement as to whether or not, in the opinion of such Person, such condition
or covenant has been satisfied.


 


Section 11.06         Rules by Trustee and
Agents.


 


The Trustee may make
reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions.


 


88





















 


Section 11.07         No Personal Liability of
Directors, Officers, Employees and Stockholders.


 


No past, present or future
director, officer, employee, manager, incorporator (or Person forming a limited
liability company), stockholder, agent or member of the Company, as such, will
have any liability for any obligations of the Company under the Notes, this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes.


 


Section 11.08         Governing Law.


 


THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


Section 11.09         No Adverse Interpretation
of Other Agreements.


 


This Indenture may not be
used to interpret any other indenture, loan or debt agreement of the Company or
its Subsidiaries or of any other Person. 
Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.


 


Section 11.10         Successors.


 


All agreements of the
Company in this Indenture and the Notes will bind its successors.  All agreements of the Trustee in this
Indenture will bind its successors.


 


Section 11.11         Severability.


 


In case any provision in
this Indenture or in the Notes is invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not in
any way be affected or impaired thereby.


 


Section 11.12         Counterpart Originals.


 


The parties may sign any
number of copies of this Indenture.  Each
signed copy will be an original, but all of them together represent the same
agreement.


 


Section 11.13         Table of Contents,
Headings, etc.


 


The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and will in no way modify or restrict any
of the terms or provisions hereof.


 


[Signatures on following
page]


 


89





















 


SIGNATURES


 


	
  Dated
  as of May 2, 2005

  	
   

  
	
   

  	
  NEWPAGE HOLDING
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda M. Sheffield

  	
   

  
	
   

  	
   

  	
  Name: Linda M. Sheffield

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL
  ASSOCIATION,

  
	
   

  	
  AS TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank J. Godino

  	
   

  
	
   

  	
   

  	
  Name: Frank J. Godino

  
	
   

  	
   

  	
  Title: Vice President

  



 


















 


	
  [Face of Note]

  



 


	
  CUSIP/CINS
                        

  



 


Floating
Rate Senior Unsecured PIK Notes due 2013


 


	
  No.       

  	
   

  	
  $                        

  



 


NEWPAGE HOLDING CORPORATION


 


promises to pay to [              ]
or registered assigns,


 


the principal sum of                                                                                                                                                  
DOLLARS


on November 1, 2013.


 


Interest Payment Dates:  May 1 and November 1


 


Record Dates:  April 15 and October 15


 


Dated:              ,
200   


 


	
   

  	
  NEWPAGE HOLDING
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


This is one of the Notes
referred to

in the within-mentioned Indenture:


 


	
  HSBC BANK USA, NATIONAL
  ASSOCIATION,

  as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 


 


A-1





















 


[Back of Note]


Floating Rate Senior
Unsecured PIK Notes due 2013


 


[Insert the Global Note
Legend, if applicable pursuant to the provisions of the Indenture]


 


[Insert the Private
Placement Legend, if applicable pursuant to the provisions of the Indenture]


 


Capitalized terms used
herein have the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.


 


(1) INTEREST.  NewPage Holding Corporation, a
Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at a rate per
annum, reset semi-annually, equal to LIBOR plus 7.00%, payable in Additional
Notes, from May 2, 2005 until maturity and shall pay the Special Interest,
if any, payable pursuant to the Registration Rights Agreement referred to
below. The Company will pay interest and Special Interest, if any,
semi-annually in arrears on May 1 and November 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment Date”).
Interest or Special Interest, if any, on the Notes will accrue from the date of
original issuance or, if interest and Special Interest, if any, has already
been paid, from the date it was most recently paid; provided
that if there is no existing Default in the payment of interest and Special
Interest, if any, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest and Special Interest, if any, shall accrue from such next succeeding
Interest Payment Date; provided further
that the first Interest Payment Date shall be November 1, 2005.  The Company shall automatically have been
deemed to have paid such interest in kind, and Additional Notes shall
automatically be deemed to have been issued to each such Holder of record in an
aggregate principal amount equal to the amount of interest and Special
Interest, if any, due to such Holder on the applicable Interest Payment Date.  The Company shall thereafter promptly cause
to be executed and authenticated such Additional Notes in accordance with Section 2.02
of the Indenture and deliver such Additional Notes to each Holder of record (or
the Trustee or the authenticating agent in custody of such Persons). The
Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time
to time on demand at a rate that is 1% per annum in
excess of the rate then in effect, in Additional Notes, to the extent lawful;
it will pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest and Special Interest,
if any, (without regard to any applicable grace periods), in Additional Notes,
from time to time on demand at the same rate to the extent lawful.  Interest or Special Interest, if any, on the
Notes will be computed on the basis of a 360-day year of twelve 30-day months.


 


Notwithstanding anything else in the
Indenture or in this Note to the contrary, the Company shall pay all interest
in cash, and not in Additional Notes, after the Notes become due and payable,
whether due to (a) acceleration of the Notes pursuant to Section 6.02
of the Indenture (including automatic acceleration pursuant to the first
sentence of Section 6.02 of the Indenture in the case of an Event of
Default specified in clause (7) or (8) of Section 6.01 of the
Indenture), or (b) the scheduled maturity of the Notes.


 


The Calculation Agent will, upon the
request of any Holder, provide the interest rate then in effect with respect to
the Notes.  All calculations made by the
Calculation Agent in the absence of manifest error will be conclusive for all
purposes and binding on the Company and the Holders.


 


A-2





















 


The amount of interest for each day
that the Notes are outstanding (the “Daily Interest Amount”)
will be calculated by dividing the interest rate in effect for such day by 360
and multiplying the result by the principal amount of the Notes then
outstanding.  The
amount of interest to be paid on the Notes for each Interest Period will be
calculated by adding the Daily Interest Amounts for each day in the Interest
Period.  All
percentages resulting from any of the above calculations will be rounded, if
necessary, to the nearest one hundred thousandth of a percentage point, with
five one-millionths of a percentage point being rounded upwards (e.g.,
9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655)) and all
dollar amounts used in or resulting from such calculations will be rounded to
the nearest cent (with one-half cent being rounded upwards).


 


(2) METHOD
OF PAYMENT.  The Company
will pay interest or Special Interest, if any, on the Notes (except defaulted
interest) to the Persons who are registered Holders at the close of business on
the April 15 and October 15 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of
the Indenture with respect to defaulted interest.  The Notes will be payable as to principal,
premium, interest and Special Interest, if any, at the office or agency of the
Company maintained for such purpose within the City and State of New York, or,
at the option of the Company, payment of interest and Special Interest, if any,
may be made by Additional Notes or, to the extent such payment is made in cash,
check mailed to the Holders at their addresses set forth in the register of
Holders; provided that to the extent payment is
made in cash, it shall be made by wire transfer of immediately available funds
will be required with respect to principal of and interest, premium and Special
Interest, if any, on all Global Notes and all other Notes to the extent that
the Holders have provided wire transfer instructions to the Company or the
Paying Agent.  To the extent payment is
made in cash, such payment will be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.


 


(3) PAYING
AGENT AND REGISTRAR.  Initially,
HSBC Bank USA, National Association, the Trustee under the Indenture, will act
as Paying Agent and Registrar.  The
Company may change any Paying Agent or Registrar without notice to any
Holder.  The Company or any of its
Subsidiaries may act in any such capacity.


 


(4) INDENTURE.  The Company issued the Notes under an
Indenture dated as of May 2, 2005 (the “Indenture”)
between the Company and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the TIA. 
The Notes are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of such terms.  To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. 
The Notes are unsecured obligations of the Company.  Subject to the conditions set forth below in
the Indenture, the Company may issue Additional Notes.


 


(5) OPTIONAL
REDEMPTION.


 


The Company will not have the option
to redeem the Notes prior to May 1, 2006. 
The Company is not prohibited by the terms of the Indenture, however,
from acquiring the Notes pursuant to an issuer tender offer, in open market
transactions or otherwise, so long as such acquisition does not otherwise
violate the terms of the Indenture.  On
or after May 1, 2006, the Company will have the option to redeem all or a
part of the Notes upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and
Special Interest, if any, on the Notes redeemed


 


A-3





















 


to the applicable redemption date, if redeemed during the
twelve-month period beginning on May 1 of the years indicated below,
subject to the rights of Holders on the relevant record date to receive
interest on the relevant interest payment date:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  May 1, 2006

  	
   

  	
  100

  	
  %

  
	
  May 1, 2007

  	
   

  	
  102

  	
  %

  
	
  May 1, 2008

  	
   

  	
  101

  	
  %

  
	
  May 1, 2009 and thereafter

  	
   

  	
  100

  	
  %

  



 


 


Unless the Company defaults in the
payment of the redemption price, interest will cease to accrue on the Notes or
portions thereof called for redemption on the applicable redemption date.


 


(6) MANDATORY
REDEMPTION.


 


If at any time on or after August 1,
2005 and on or prior to May 1, 2006, the Company receives any cash
proceeds from a contribution to its equity capital, or from the issuance of
Capital Stock of the Company, at a time when no default or event of default has
occurred and is continuing under any Credit Facilities of NewPage or any
of its Restricted Subsidiaries (other than any such cash proceeds (a) received
pursuant to any employee stock or stock option compensation plan or (b) received
as cash equity contributions to cure a breach by NewPage or any of its
Subsidiaries under one or more financial covenants under a Credit Facility or
any agreement governing the Indebtedness of NewPage or any of its
Restricted Subsidiaries), the Company will be required to apply such cash
proceeds, within 60 days of the receipt thereof, to redeem the maximum amount
of Notes (including Additional Notes) redeemable with such cash proceeds at a
redemption price equal to 100% of the aggregate principal amount thereof plus
accrued and unpaid interest and Special Interest, if any, thereon, to the
redemption date (with such adjustments as may be deemed appropriate by the
Company so that only Notes in denominations of $2,000, or integral multiples of
$1,000 in excess of $2,000, together with accrued and unpaid interest and
Special Interest, if any, thereon, will be purchased except that Additional
Notes issued in payment of interest or Special Interest, if any, may be
purchased in other denominations).


 


The Company
is not required to make sinking fund payments with respect to the Notes.


 


(7) REPURCHASE
AT THE OPTION OF HOLDER


 


(a)           If there is a Change of
Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder
to repurchase all or any part (equal to $2,000 or an integral multiple of
$1,000 in excess of $2,000) of each Holder’s Notes at a purchase price in cash
equal to 101% of the aggregate principal amount thereof plus accrued
and unpaid interest and Special Interest, if any, thereon to the date of
purchase, subject to the rights of Holders on the relevant record date to
receive interest due on the relevant interest payment date (the “Change of Control Payment”).  Within 30 days following any Change of
Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.


 


(b)           If the Company or a
Restricted Subsidiary of the Company consummates any Asset Sales, within ten
days of each date on which the aggregate amount of Excess Proceeds


 


A-4





















 


exceeds $20.0 million, the Company
will commence an offer in accordance with Section 3.09 of the Indenture to
all Holders and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in the
Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets (an “Asset Sale Offer”)
pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued
and unpaid interest and Special Interest, if any, thereon to the date of
purchase, in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate amount of
Notes (including any Additional Notes) and other pari passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency
for any purpose not otherwise prohibited by the Indenture.  If the aggregate principal amount of Notes
and other pari passu Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata
basis.  Holders that are the subject of
an offer to purchase will receive an Asset Sale Offer from the Company prior to
any related purchase date and may elect to have such Notes purchased by
completing the form entitled “Option of
Holder to Elect Purchase” attached to the Notes.


 


(8) NOTICE
OF REDEMPTION OR PURCHASE.  Notice of redemption or purchase will be
mailed at least 30 days but not more than 60 days before the redemption or
purchase date to each Holder whose Notes are to be redeemed or purchased at its
registered address, except that redemption notices may be mailed more than 60
days prior to a redemption date if the notice is issued in connection with a
defeasance of the Notes or a satisfaction or discharge of the Indenture.  Notes in denominations larger than $2,000 may
be redeemed or purchased in part but only in integral multiples of $1,000 in
excess of $2,000, unless all of the Notes held by a Holder are to be redeemed.


 


(9) DENOMINATIONS,
TRANSFER, EXCHANGE.  The Notes
shall be issued in denominations of $2,000 and integral multiples of $1,000 in
excess of $2,000, except that Additional Notes issued in payment of interest or
Special Interest, if any, may be in other denominations. The transfer of Notes
may be registered and any of the Notes may be exchanged as provided in the
Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Company will require a Holder to pay any taxes
and fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part.  Also, the Company need not
exchange or register the transfer of any Notes for a period of 15 days before
the mailing of a notice of redemption of Notes to be redeemed or during the
period between a record date and the next succeeding Interest Payment Date.


 


(10) PERSONS
DEEMED OWNERS.  The
registered Holder may be treated as its owner for all purposes.  Only registered Holders will have rights
under this Indenture.


 


(11)
AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes
including Additional Notes, if any, voting as a single class, subject to Section 6.04
and 6.07 of the Indenture, and any existing Default or Event of Default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in aggregate principal amount of the
then outstanding Notes including Additional Notes, if any, voting as a single
class.  Without the


 


A-5





















 


consent of any Holder, the
Indenture or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the Company’s
obligations to Holders of the Notes in case of a merger or consolidation, to
make any change that would provide any additional rights or benefits to the
Holders or that does not adversely affect the legal rights under the Indenture
of any such Holder, to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA, or to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in the Indenture.


 


(12)
DEFAULTS.  Events of
Default include: (i) default for 30 days in the payment when due of
interest on, or Special Interest, if any, with respect to, the Notes or failure to issue any Additional Notes
within 30 days after such interest is deemed paid; (ii) default in
the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on the Notes; (iii) failure by the
Company or any of its Restricted Subsidiaries for 30 days after notice to the
Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes, including Additional Notes, if any, then outstanding to
comply with the provisions of Sections 4.09, 4.14 or 5.01 of the Indenture; (iv) failure
by the Company or any of its Restricted Subsidiaries for 60 days after notice
to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes, including Additional Notes, if any, then
outstanding to comply with any of the other agreements in the Indenture; (v) default
under certain other agreements relating to Indebtedness of the Company which
default results in the acceleration of such Indebtedness prior to its express
maturity; (vi) certain final judgments for the payment of money that
remain undischarged for a period of 60 days; (vii) the payment of any
dividend by any Parent Entity with the proceeds of an incurrence of Indebtedness
or an issuance of preferred stock that is consummated after the date of this
Indenture and on or prior to May 2, 2007 unless after giving effect to
such incurrence or issuance and the payment of such dividend, the Consolidated
Group Leverage Ratio would be less than 4.5 to 1.0 and (viii) certain
events of bankruptcy or insolvency described in this Indenture with respect to
the Company or any Restricted Subsidiary of the Company that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary.


 


(13)
TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee subject to the relevant provisions of
the TIA.


 


(14) NO
RECOURSE AGAINST OTHERS.  A past, present or future director, officer,
employee, manager, incorporator (or Person forming a limited liability
company), stockholder, agent or member of the Company, as such, will not have
any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.


 


(15)
AUTHENTICATION.  This Note
will not be valid until authenticated by the manual signature of the Trustee or
an authenticating agent.


 


(16)
ABBREVIATIONS.  Customary
abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


A-6





















 


(17)
ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES.  In addition
to the rights provided to Holders under the Indenture, Holders of Restricted
Global Notes and Restricted Definitive Notes will have all the rights set forth
in the Registration Rights Agreement dated as of May 2, 2005, among the
Company, MeadWestvaco Corporation and the other parties named on the signature pages thereof
(the “Registration Rights Agreement”).


 


(18)
CUSIP NUMBERS.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes,
and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders.  No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon.


 


(19)
GOVERNING LAW.  THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS
NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


The Company will furnish to
any Holder upon written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement. 
Requests may be made to:


 


NewPage Holding
Corporation

Courthouse Plaza, NE
Dayton, OH  45463
Attention:  Chief Financial Officer


 


A-7





















 


ASSIGNMENT FORM


 


To assign this Note, fill in
the form below:


 


	
  (I) or (we) assign and
  transfer this Note to:

  	
   

  
	
   

  	
  (Insert
  assignee’s legal name)

  
	
   

  
	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print
  or type assignee’s name, address and zip code)

  



 


and irrevocably appoint                                                                                                                                          
to transfer this


Note on the books of the
Company.  The agent may substitute
another to act for him.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of this

  Note)

  
	
   

  
	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
							



 










*              Participant in a recognized Signature
Guarantee Medallion Program (or other signature guarantor acceptable to the
Trustee).


 


A-8





















 


OPTION OF HOLDER TO ELECT
PURCHASE


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.09 or 4.14 of the
Indenture, check the appropriate box below:


 


	
  o Section 4.09

  	
   

  	
  o Section 4.14

  



 


If you want to elect to have
only part of the Note purchased by the Company pursuant to Section 4.09 or
Section 4.14 of the Indenture, state the amount you elect to have
purchased:


 


$                     


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of this

  Note)

  
					



 


	
   

  	
  Tax Identification No.:

  	
   

  
	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
					



 










*              Participant in a recognized Signature
Guarantee Medallion Program (or other signature guarantor acceptable to the
Trustee).


 


A-9





















 


SCHEDULE OF EXCHANGES
OF INTERESTS IN THE GLOBAL NOTE *


 


The following exchanges of a
part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note, have been made:


 


	
  Date
  of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  [at maturity] of

  this Global Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  [at maturity] of

  this Global Note

  	
   

  	
  Principal Amount

  [at maturity] of

  this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature of

  authorized

  signatory of

  Trustee or

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-10





















 


	
  [Face of Regulation S
  Temporary Global Note]

  



 


	
  CUSIP/CNIS                    

  



 


Floating
Rate Senior Unsecured PIK Notes due 2013


 


	
  No.         

  	
   

  	
  $                    

  



 


NEWPAGE HOLDING CORPORATION


 


promises to pay to [         ]
or registered assigns,


 


the principal sum of                                                                                                                                                  
DOLLARS


on November 1, 2013.


 


Interest Payment Dates:  May 1 and November 1


 


Record Dates:  April 15 and October 15


 


Dated:             ,
200__


 


 


	
   

  	
  NEWPAGE HOLDING
  CORPORATION

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


This is one of the Notes
referred to

in the within-mentioned Indenture:


 


	
  HSBC BANK USA, NATIONAL
  ASSOCIATION,

  as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 


 


 


A2-1





















 


[Back of Regulation S
Temporary Global Note]

Floating Rate Senior Unsecured PIK Notes due 2013


 


THE RIGHTS ATTACHING TO THIS
REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING
ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
DEFINED HEREIN).  NEITHER THE HOLDER NOR
THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON


 


THIS GLOBAL NOTE IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE
IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE NOTES EVIDENCED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION
COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR
(3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (B) BY MEADWESTVACO
CORPORATION OR SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE AND, IN
ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN


 


A2-2





















 


ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.


 


Capitalized terms used
herein have the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.


 


(1) INTEREST.  NewPage Holding Corporation, a
Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at a rate per
annum, reset semi-annually, equal to LIBOR plus 7.00%, payable in Additional
Notes, from May 2, 2005 until maturity and shall pay the Special Interest,
if any, payable pursuant to the Registration Rights Agreement referred to
below. The Company will pay interest and Special Interest, if any,
semi-annually in arrears on May 1 and November 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment Date”).
Interest or Special Interest, if any, on the Notes will accrue from the date of
original issuance or, if interest and Special Interest, if any, has already
been paid, from the date it was most recently paid; provided
that if there is no existing Default in the payment of interest and Special
Interest, if any, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest and Special Interest, if any, shall accrue from such next succeeding
Interest Payment Date; provided further
that the first Interest Payment Date shall be November 1, 2005.  The Company shall automatically have been
deemed to have paid such interest in kind, and Additional Notes shall
automatically be deemed to have been issued to each such Holder of record in an
aggregate principal amount equal to the amount of interest and Special
Interest, if any, due to such Holder on the applicable Interest Payment
Date.  The Company shall thereafter
promptly cause to be executed and authenticated such Additional Notes in
accordance with Section 2.02 of the Indenture and deliver such Additional
Notes to each Holder of record (or the Trustee or the authenticating agent in
custody of such Persons). The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in
effect, in Additional Notes, to the extent lawful; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Special Interest, if any, (without regard
to any applicable grace periods), in Additional Notes, from time to time on
demand at the same rate to the extent lawful. 
Interest or Special Interest, if any, on the Notes will be computed on
the basis of a 360-day year of twelve 30-day months.


 


Notwithstanding anything else in the
Indenture or in this Note to the contrary, the Company shall pay all interest
in cash, and not in Additional Notes, after the Notes become due and payable,
whether due to (a) acceleration of the Notes pursuant to Section 6.02
of the Indenture (including automatic acceleration pursuant to the first
sentence of Section 6.02 of the Indenture in the case of an Event of
Default specified in clause (7) or (8) of Section 6.01 of the
Indenture), or (b) the scheduled maturity of the Notes.


 


The Calculation Agent will, upon the
request of any Holder, provide the interest rate then in effect with respect to
the Notes.  All calculations made by the
Calculation Agent in the absence of manifest error will be conclusive for all
purposes and binding on the Company and the Holders.


 


Until this Regulation S Temporary
Global Note is exchanged for one or more Regulation S Permanent Global Notes,
the Holder hereof shall not be entitled to receive payments of interest


 


A2-3





















 


hereon; until so exchanged in full, this Regulation S
Temporary Global Note shall in all other respects be entitled to the same
benefits as other Notes under the Indenture.


 


The amount of interest for each day
that the Notes are outstanding (the “Daily Interest Amount”)
will be calculated by dividing the interest rate in effect for such day by 360
and multiplying the result by the principal amount of the Notes then
outstanding.  The
amount of interest to be paid on the Notes for each Interest Period will be
calculated by adding the Daily Interest Amounts for each day in the Interest
Period.  All
percentages resulting from any of the above calculations will be rounded, if
necessary, to the nearest one hundred thousandth of a percentage point, with
five one-millionths of a percentage point being rounded upwards (e.g.,
9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655)) and all
dollar amounts used in or resulting from such calculations will be rounded to
the nearest cent (with one-half cent being rounded upwards).


 


(2) METHOD
OF PAYMENT.  The Company
will pay interest or Special Interest, if any, on the Notes (except defaulted
interest) to the Persons who are registered Holders at the close of business on
the April 15 and October 15 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of
the Indenture with respect to defaulted interest.  The Notes will be payable as to principal,
premium, interest and Special Interest, if any, at the office or agency of the
Company maintained for such purpose within the City and State of New York, or,
at the option of the Company, payment of interest and Special Interest, if any,
may be made by Additional Notes or, to the extent such payment is made in cash,
check mailed to the Holders at their addresses set forth in the register of
Holders; provided that to the extent payment is
made in cash, it shall be made by wire transfer of immediately available funds
will be required with respect to principal of and interest, premium and Special
Interest, if any, on all Global Notes and all other Notes to the extent that
the Holders have provided wire transfer instructions to the Company or the
Paying Agent.  To the extent payment is
made in cash, such payment will be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.


 


(3) PAYING
AGENT AND REGISTRAR.  Initially,
HSBC Bank USA, National Association, the Trustee under the Indenture, will act
as Paying Agent and Registrar.  The
Company may change any Paying Agent or Registrar without notice to any
Holder.  The Company or any of its
Subsidiaries may act in any such capacity.


 


(4) INDENTURE.  The Company issued the Notes under an
Indenture dated as of May 2, 2005 (the “Indenture”)
between the Company and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the TIA. 
The Notes are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of such terms.  To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. 
The Notes are unsecured obligations of the Company.  Subject to the conditions set forth below in
the Indenture, the Company may issue Additional Notes.


 


(5) OPTIONAL
REDEMPTION.


 


The Company will not have the option
to redeem the Notes prior to May 1, 2006. 
The Company is not prohibited by the terms of the Indenture, however,
from acquiring the Notes pursuant to an issuer tender offer, in open market
transactions or otherwise, so long as such acquisition does not otherwise
violate the terms of the Indenture.  On
or after May 1, 2006, the


 


A2-4





















 


Company will have the option to redeem all or a part of the
Notes upon not less than 30 nor more than 60 days’ notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if
any, on the Notes redeemed to the applicable redemption date, if redeemed
during the twelve-month period beginning on May 1 of the years indicated
below, subject to the rights of Holders on the relevant record date to receive
interest on the relevant interest payment date:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  May 1, 2006

  	
   

  	
  100

  	
  %

  
	
  May 1, 2007

  	
   

  	
  102

  	
  %

  
	
  May 1, 2008

  	
   

  	
  101

  	
  %

  
	
  May 1, 2009 and thereafter

  	
   

  	
  100

  	
  %

  



 


Unless the Company defaults in the
payment of the redemption price, interest will cease to accrue on the Notes or
portions thereof called for redemption on the applicable redemption date.


 


(6) MANDATORY
REDEMPTION.


 


If at any time on or after August 1,
2005 and on or prior to May 1, 2006, the Company receives any cash
proceeds from a contribution to its equity capital, or from the issuance of
Capital Stock of the Company, at a time when no default or event of default has
occurred and is continuing under any Credit Facilities of NewPage or any
of its Restricted Subsidiaries (other than any such cash proceeds (a) received
pursuant to any employee stock or stock option compensation plan or (b) received
as cash equity contributions to cure a breach by NewPage or any of its
Subsidiaries under one or more financial covenants under a Credit Facility or
any agreement governing the Indebtedness of NewPage or any of its
Restricted Subsidiaries), the Company will be required to apply such cash
proceeds, within 60 days of the receipt thereof, to redeem the maximum amount
of Notes (including Additional Notes) redeemable with such cash proceeds at a
redemption price equal to 100% of the aggregate principal amount thereof plus accrued
and unpaid interest and Special Interest, if any, thereon, to the redemption
date (with such adjustments as may be deemed appropriate by the Company so that
only Notes in denominations of $2,000, or integral multiples of $1,000 in
excess of $2,000, together with accrued and unpaid interest and Special
Interest, if any, thereon, will be purchased except that Additional Notes
issued in payment of interest or Special Interest, if any, may be purchased in
other denominations).


 


The
Company is not required to make sinking fund payments with respect to the
Notes.


 


(7) REPURCHASE
AT THE OPTION OF HOLDER


 


(a)           If there
is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder
to repurchase all or any part (equal to $2,000 or an integral multiple of
$1,000 in excess of $2,000) of each Holder’s Notes at a purchase price in cash
equal to 101% of the aggregate principal amount thereof plus accrued
and unpaid interest and Special Interest, if any, thereon to the date of
purchase, subject to the rights of Holders on the relevant record date to
receive interest due on the relevant interest payment date (the “Change of Control Payment”).  Within 30 days following any Change of
Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.


 


A2-5





















 


(b)           If the
Company or a Restricted Subsidiary of the Company consummates any Asset Sales,
within ten days of each date on which the aggregate amount of Excess Proceeds
exceeds $20.0 million, the Company will commence an offer in accordance with Section 3.09
of the Indenture to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets (an “Asset
Sale Offer”) pursuant to Section 3.09 of the Indenture to
purchase the maximum principal amount of Notes (including any Additional Notes)
and such other pari passu Indebtedness that may
be purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus
accrued and unpaid interest and Special Interest, if any, thereon to the date
of purchase, in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate amount of
Notes (including any Additional Notes) and other pari passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency
for any purpose not otherwise prohibited by the Indenture.  If the aggregate principal amount of Notes
and other pari passu Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata
basis.  Holders that are the subject of
an offer to purchase will receive an Asset Sale Offer from the Company prior to
any related purchase date and may elect to have such Notes purchased by
completing the form entitled “Option of
Holder to Elect Purchase” attached to the Notes.


 


(8) NOTICE
OF REDEMPTION OR PURCHASE.  Notice of redemption or purchase will be
mailed at least 30 days but not more than 60 days before the redemption or
purchase date to each Holder whose Notes are to be redeemed or purchased at its
registered address, except that redemption notices may be mailed more than 60
days prior to a redemption date if the notice is issued in connection with a
defeasance of the Notes or a satisfaction or discharge of the Indenture.  Notes in denominations larger than $2,000 may
be redeemed or purchased in part but only in integral multiples of $1,000 in
excess of $2,000, unless all of the Notes held by a Holder are to be redeemed.


 


(9) DENOMINATIONS,
TRANSFER, EXCHANGE.  The Notes
shall be issued in denominations of $2,000 and integral multiples of $1,000 in
excess of $2,000, except that Additional Notes issued in payment of interest or
Special Interest, if any, may be in other denominations. The transfer of Notes
may be registered and any of the Notes may be exchanged as provided in the
Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Company will require a Holder to pay any taxes
and fees required by law or permitted by the Indenture.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, the Company need not exchange or
register the transfer of any Notes for a period of 15 days before the mailing
of a notice of redemption of Notes to be redeemed or during the period between
a record date and the next succeeding Interest Payment Date.


 


This
Regulation S Temporary Global Note is exchangeable in whole or in part for one
or more Global Notes only (i) on or after the termination of the 40-day
distribution compliance period (as defined in Regulation S) and (ii) upon
presentation of certificates (accompanied by an Opinion of Counsel, if
applicable) required by Article 2 of the Indenture.  Upon exchange of this Regulation S Temporary
Global Note for one or more Global Notes, the Trustee shall cancel this
Regulation S Temporary Global Note.


 


A2-6





















 


(10) PERSONS
DEEMED OWNERS.  The
registered Holder may be treated as its owner for all purposes.  Only registered Holders will have rights
under this Indenture.


 


(11)
AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes
including Additional Notes, if any, voting as a single class, subject to Section 6.04
and 6.07 of the Indenture, and any existing Default or Event of Default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in aggregate principal amount of the
then outstanding Notes including Additional Notes, if any, voting as a single
class.  Without the consent of any
Holder, the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company’s obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders or that does not adversely affect the legal rights
under the Indenture of any such Holder, to comply with the requirements of the
SEC in order to effect or maintain the qualification of the Indenture under the
TIA, or to provide for the issuance of Additional Notes in accordance with the
limitations set forth in the Indenture.


 


(12) DEFAULTS.  Events of Default include: (i) default
for 30 days in the payment when due of interest on, or Special Interest, if
any, with respect to, the Notes or
failure to issue any Additional Notes within 30 days after such interest is
deemed paid; (ii) default in the payment when due (at maturity,
upon redemption or otherwise) of the principal of, or premium, if any, on the
Notes; (iii) failure by the Company or any of its Restricted Subsidiaries
for 30 days after notice to the Company by the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes, including Additional
Notes, if any, then outstanding to comply with the provisions of Sections 4.09,
4.14 or 5.01 of the Indenture; (iv) failure by the Company or any of its
Restricted Subsidiaries for 60 days after notice to the Company by the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes,
including Additional Notes, if any, then outstanding to comply with any of the
other agreements in the Indenture; (v) default under certain other
agreements relating to Indebtedness of the Company which default results in the
acceleration of such Indebtedness prior to its express maturity; (vi) certain
final judgments for the payment of money that remain undischarged for a period
of 60 days; (vii) the payment of any dividend by any Parent Entity with
the proceeds of an incurrence of Indebtedness or an issuance of preferred stock
that is consummated after the date of this Indenture and on or prior to May 2,
2007 unless after giving effect to such incurrence or issuance and the payment
of such dividend, the Consolidated Group Leverage Ratio would be less than 4.5
to 1.0 and (viii) certain events of bankruptcy or insolvency described in
this Indenture with respect to the Company or any Restricted Subsidiary of the
Company that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary.


 


(13)
TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee subject to the relevant provisions of
the TIA.


 


(14) NO
RECOURSE AGAINST OTHERS.  A past, present or future director, officer,
employee, manager, incorporator (or Person forming a limited liability
company), stockholder, agent or member of the Company, as such, will not have
any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of, or by reason


 


A2-7





















 


of, such obligations or their
creation.  Each Holder by accepting a
Note waives and releases all such liability. 
The waiver and release are part of the consideration for the issuance of
the Notes.


 


(15)
AUTHENTICATION.  This Note
will not be valid until authenticated by the manual signature of the Trustee or
an authenticating agent.


 


(16)
ABBREVIATIONS.  Customary
abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


(17)
ADDITIONAL RIGHTS OF HOLDERS.  In addition to the rights provided to Holders
under the Indenture, Holders of Regulation S Temporary Global Note will have
all the rights set forth in the Registration Rights Agreement dated as of May 2,
2005, among the Company, MeadWestvaco Corporation and the other parties named
on the signature pages thereof (the “Registration
Rights Agreement”).


 


(18)
CUSIP NUMBERS.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes,
and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders.  No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon.


 


(19)
GOVERNING LAW.  THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS
NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


The Company will furnish to
any Holder upon written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement. 
Requests may be made to:


 


NewPage Holding
Corporation

Courthouse Plaza, NE

Dayton, OH  45463
Attention:  Chief Financial Officer


 


A2-8





















 


ASSIGNMENT FORM


To assign this Note, fill in
the form below:


 


	
  (I) or (we) assign and
  transfer this Note to:

  	
   

  
	
   

  	
  (Insert
  assignee’s legal name)

  
	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print
  or type assignee’s name, address and zip code)

  



 


and irrevocably appoint                                                                                                                                          
to transfer this


Note on the books of the
Company. The agent may substitute another to act for him.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of this

  Note)

  
	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
							



 










*              Participant in a recognized Signature
Guarantee Medallion Program (or other signature guarantor acceptable to the
Trustee).


 


A2-9





















 


OPTION OF HOLDER TO ELECT
PURCHASE


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.09 or 4.14 of the
Indenture, check the appropriate box below:


 


	
  o Section 4.09

  	
   

  	
  o Section 4.14

  



 


If you want to elect to have
only part of the Note purchased by the Company pursuant to Section 4.09 or
Section 4.14 of the Indenture, state the amount you elect to have purchased:


 


$               


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of this

  Note)

  
					



 


	
   

  	
  Tax Identification No.:

  	
   

  
	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
					



 










*              Participant in a recognized Signature
Guarantee Medallion Program (or other signature guarantor acceptable to the
Trustee).


 


A2-10





















 


SCHEDULE OF EXCHANGES
OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE


 


The following exchanges of a
part of this Regulation S Temporary Global Note for an interest in another
Global Note, or exchanges of a part of another other Restricted Global Note for
an interest in this Regulation S Temporary Global Note, have been made:


 


	
  Date
  of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  [at maturity] of

  this Global Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  [at maturity] of

  this Global Note

  	
   

  	
  Principal Amount

  [at maturity] of

  this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature of

  authorized

  signatory of

  Trustee or

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A2-11





















 


EXHIBIT B


 


FORM OF CERTIFICATE OF
TRANSFER


 


NewPage Holding
Corporation


Courthouse Plaza, NE


Dayton, OH  45463


 


HSBC Bank USA, National
Association

452 Fifth Avenue

New York, NY  10018


 


Re:  Floating
Rate Senior Unsecured PIK Notes Due 2013


 


Reference is hereby made to
the Indenture, dated as of May 2, 2005 (the “Indenture”),
among NewPage Holding Corporation, as issuer (the “Company”)
and HSBC Bank USA, National Association, as trustee.  Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


 


______________________, (the
“Transferor”) owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto,
in the principal amount of $__________ in such Note[s] or interests (the “Transfer”), to _____________________ (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the
Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1.   o   Check if
Transferee will take delivery of a beneficial interest in the 144A Global Note
or a Restricted Definitive Note pursuant to Rule 144A.  The Transfer is being effected pursuant to
and in accordance with Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect
to which such Person exercises sole investment discretion, and such Person and
each such account is a “qualified institutional buyer” within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A, and such Transfer
is in compliance with any applicable blue sky securities laws of any state of
the United States.  Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the 144A Global Note and/or the Restricted Definitive Note and in the Indenture
and the Securities Act.


 


2.   o   Check if
Transferee will take delivery of a beneficial interest in the Regulation S
Temporary Global Note, the Regulation S Permanent Global Note or a Restricted
Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to
and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a Person in the United States and (x) at the time
the buy order was originated, the Transferee was outside the United States or
such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act, (iii) the transaction is not part
of a plan or scheme to evade the registration requirements of the Securities
Act and (iv) if the


 


B-1





















 


proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than a Purchaser). 
Upon consummation of the proposed transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will
be subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Permanent Global Note, the Regulation S
Temporary Global Note and/or the Restricted Definitive Note and in the
Indenture and the Securities Act.


 


3.   o   Check and
complete if Transferee will take delivery of a beneficial interest a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule 144A
or Regulation S.  The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):


 


(a)           o   such Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities
Act;


 


or


 


(b)           o   such Transfer is being
effected to the Company or a subsidiary thereof;


 


or


 


(c)           o   such Transfer is being
effected pursuant to an effective registration statement under the Securities
Act and in compliance with the prospectus delivery requirements of the
Securities Act;


 


4.   o   Check if
Transferee will take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Definitive Note.


 


(a)  o   Check if
Transfer is pursuant to Rule 144.  (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and
in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.


 


(b)  o   Check if
Transfer is Pursuant to Regulation S.  (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. 
Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will
no longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


 


B-2





















 


(c)  o   Check if
Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any State of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
						



 


B-3





















 


ANNEX A TO CERTIFICATE OF
TRANSFER


 


1.             The Transferor owns and proposes to transfer
the following:


 


[CHECK ONE OF (a) OR
(b)]


 


(a)  o   a
beneficial interest in the:


 


(i)          o   144A Global Note (CUSIP                  ),
or


 


(ii)         o   Regulation S Global Note
(CUSIP                  ),
or


 


(b)  o   a Restricted Definitive
Note.


 


2.             After the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a)  o   a beneficial interest in
the:


 


(i)            o   144A
Global Note (CUSIP                  ),
or


 


(ii)           o   Regulation
S Global Note (CUSIP                  ),
or


 


(iii)          o   Unrestricted
Global Note (CUSIP                  );
or


 


(b)  o   a Restricted Definitive
Note; or


 


(c)  o   an Unrestricted Definitive
Note,


 


in
accordance with the terms of the Indenture.


 


B-4





















 


FORM OF
CERTIFICATE OF EXCHANGE


 


NewPage Holding
Corporation

Courthouse Plaza, NE
Dayton, OH  45463


 


HSBC Bank USA, National
Association

452 Fifth Avenue

New York, NY  10018


 


Re:  Floating
Rate Senior Unsecured PIK Notes Due 2013


 


(CUSIP __________________)


 


Reference is hereby made to
the Indenture, dated as of May 2, 2005 (the “Indenture”),
among NewPage Holding Corporation, as issuer (the “Company”)
and HSBC Bank USA, National Association, as trustee.  Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


 


_______________________,
(the “Owner”) owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $_____________ in such Note[s] or interests (the “Exchange”).  In
connection with the Exchange, the Owner hereby certifies that:


 


1.             Exchange of Restricted Definitive
Notes or Beneficial Interests in a Restricted Global Note for Unrestricted
Definitive Notes or Beneficial Interests in an Unrestricted Global Note


 


(a)  o     Check if Exchange is from
beneficial interest in a Restricted Global Note to beneficial interest in an
Unrestricted Global Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for a beneficial interest in an
Unrestricted Global Note in an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Global Notes and
pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.


 


(b)  o     Check if Exchange is from beneficial interest in a Restricted Global
Note to Unrestricted Definitive Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Definitive Note is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.


 


C-1





















 


(c)  o     Check if Exchange is from
Restricted Definitive Note to beneficial interest in an Unrestricted Global
Note.  In connection with the Owner’s Exchange of a
Restricted Definitive Note for a beneficial interest in an Unrestricted Global
Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.


 


(d)  o     Check if Exchange is from
Restricted Definitive Note to Unrestricted Definitive Note.  In
connection with the Owner’s Exchange of a Restricted Definitive Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


 


2.             Exchange of Restricted Definitive
Notes or Beneficial Interests in Restricted Global Notes for Restricted
Definitive Notes or Beneficial Interests in Restricted Global Notes


 


(a)  o     Check if Exchange is from
beneficial interest in a Restricted Global Note to Restricted Definitive Note.  In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive Note is being
acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.


 


(b)  o     Check if Exchange is from
Restricted Definitive Note to beneficial interest in a Restricted Global Note.  In
connection with the Exchange of the Owner’s Restricted Definitive Note for a
beneficial interest in the [CHECK ONE] o 144A
Global Note, o Regulation S Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner’s own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the beneficial interest issued will
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act.


 


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company.


 


	
   

  	
   

  
	
   

  	
  [Insert Name of
  Transferor]

  



 


C-2





















 


 


	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name:

  	 

	
   

  	
   

  	
  Title:

  	 

	
   

  	
   

  	 

	
  Dated:

  	
   

  	
   

  	
   

  
							



 


C-3