Notwithstanding anything herein to the contrary, (i) the Liens and security
interests granted to any First-Priority Representative or any Second-Priority
Representative pursuant to any First-Priority Collateral Document or any
Second-Priority Collateral Document, as the case may be, and (ii) the exercise
of any right or remedy by any First-Priority Representative (including in the
capacity as the First-Priority Agent) or any Second-Priority Representative
(including in the capacity as the Second-Priority Agent) hereunder or thereunder
or the application of proceeds (including insurance proceeds and condemnation
proceeds) of any Common Collateral, are subject to the provisions of the ABL
Intercreditor Agreement. As between the ABL Facility Secured Parties (as defined
in the ABL Intercreditor Agreement), on the one hand, and the First-Priority
Secured Parties and the Second-Priority Secured Parties, on the other hand, in
the event of any conflict between the terms of the ABL Intercreditor Agreement
and the terms of this Agreement, the terms of the ABL Intercreditor Agreement
shall govern.
(b) The parties hereto agree and acknowledge that, until the Discharge of
First-Priority Obligations has occurred, for purposes of the ABL Intercreditor
Agreement, the First-Priority Agent shall act as the Intercreditor Agent (as
defined therein) (in such capacity the "Intercreditor Agent") for both the
First-Priority Secured Parties and the Second-Priority Secured Parties as a
single class, and authorize the Intercreditor Agent to enter into (or amend,
renew, extend, supplement, restate,
32
replace, waive or otherwise modify) the ABL Intercreditor Agreement in the
capacity of the Intercreditor Agent, and shall be entitled to exercise all
rights, powers and remedies granted to the Intercreditor Agent (for itself in
such capacity and on behalf of the Non-ABL Secured Parties (as defined in the
ABL Intercreditor Agreement)) thereunder. Notwithstanding any other provision of
this Agreement, nothing herein shall be construed to impose any fiduciary or
other duty on the Intercreditor Agent.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as Credit Agreement Agent and First-Priority Agent
By:
Name:
Title:
[
],
as Second-Priority Facility Agent and Second-Priority Agent
By:
Name:
Title:
NEWPAGE INVESTMENT COMPANY LLC By:
Name:
Title: NEWPAGE CORPORATION By:
Name:
Title: [OTHER GRANTORS] By:
Name:
Title:
EXHIBIT A
Joinder Agreement
JOINDER AGREEMENT
(Other First-Priority Obligations)
JOINDER AGREEMENT (this "Agreement") dated as of [
], [
],
among [
] (the "New Representative"), as an Other
First-Priority Representative, [[
] (the "New Collateral
Agent")]3, as an Other First-Priority Collateral Agent, CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH, as collateral agent for the Credit Agreement Secured Parties
(together with its successors and co-agents in substantially the same capacity
as may from time to time be appointed) and as Credit Agreement Agent and
First-Priority Agent, [
], as collateral agent for the
Second-Priority Facility Secured Parties (together with its successors and
co-agents in substantially the same capacity as may from time to time be
appointed) and as Second-Priority Facility Agent and