Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 1 of 8

Exhibit B

Exit Term Loan Agreement Term Sheet

RLF1 14671289v.2
 Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 2 of 8

Verso Paper Holdings LLC

$220 Million Senior Secured Term Loan Facility
Summary of Indicative Principal Terms and Conditions

Each of the undersigned hereby commits, on a several and not joint basis, to provide, directly or through
those of its affiliates or accounts or funds managed by such person or an affiliate set forth on the signature
pages hereto (collectively, the Lenders) to the Borrower (as defined below) a portion of an Exit Term
Loan Facility (as defined below) in an amount equal to the amount set forth opposite such Lenders name
on Exhibit A attached hereto, upon the indicative principal terms and subject to the conditions set forth in
this $220 Million Senior Secured Term Loan Facility Summary of Indicative Principal Terms and
conditions and subject to the negotiation and execution of the definitive documentation for such Exit
Term Loan Facility. The terms set forth below are a summary of the indicative principal terms and
conditions or the Exit Term Loan Facility. As used herein, Exit ABL Facility has the meaning assigned
to such term in the indicative term sheet entitled Verso Paper Holdings LLC $375 million Senior
Secured Asset-Based Revolving Facility Summary of Principal Terms and Conditions.

Borrower: Verso Paper Holdings LLC, a Delaware limited liability company (the
Borrower), as reorganized pursuant to a Chapter 11 plan of reorganization
(the Plan).

Guarantors: Verso Paper Finance Holdings LLC, as parent guarantor, and wholly-owned
domestic subsidiaries of the Borrower, subject to exceptions, for (i)
immaterial subsidiaries, (ii) unrestricted subsidiaries, (iii) special purpose
receivables or securitization entities designated by the Borrower, (iv) any
subsidiary that is prohibited by applicable law, rule, regulation or contract
(with respect to any such contractual restriction, only to the extent existing
on the Closing Date or the date on which the applicable person becomes a
direct or indirect subsidiary of the Borrower) from guaranteeing the Exit
Term Loan Facility or which would require governmental (including
regulatory) consent, approval, license or authorization to provide a
guarantee (unless such consent, approval, license or authorization has been
received) and (v) other exceptions to be agreed (collectively with the
Borrower, the Loan Parties).

Administrative Agent Barclays Bank PLC (in such capacities, the Agent).
and Collateral Agent:

Facility Type and A senior secured term loan facility in an aggregate principal amount of $220
Amount: million (the Exit Term Loan Facility), comprised of a single tranche of
term loans (the Loans) to be provided on the Closing Date (as defined
below) by a syndicate of banks, financial institutions and institutional
lenders reasonably acceptable to the Borrower (the Lenders).

Original Issue The Exit Term Loan Facility will be issued with original issue discount of
Discount: 10.0%.

Use of Proceeds: The proceeds of Loans will be used to repay certain debtor-in-possession
credit facilities and make distributions to creditors in accordance with the

Error! Unknown document property name.RLF1 14682128v.1

 Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 3 of 8

Plan, to pay related fees and expenses, to fund original issue discount on the
Loans, and to provide for the working capital needs and general corporate
requirements of the Borrower and its subsidiaries.

Closing Date: The date on which the Plan becomes effective and the Loans are made is
referred to herein as the Closing Date.

Maturity: Five (5) years and ninety-one (91) days after the Closing Date.

Amortization/Cash Subject to further discussion with the Company, the greater of (a) a
Flow Sweep: percentage to be agreed of the initial principal amount of the Loans on an
annual basis, payable in equal quarterly installments (Amortization), or
(b) [75.0]% of [Excess Cash Flow 1 less Amortization], with calculation
details to be agreed. Bullet payment due at Maturity.

Collateral and Subject to exceptions to be agreed, all obligations under the Exit Term Loan
Priority: Facility and certain bank product and hedging obligations will be secured by
(a) first priority liens on all of the Loan Parties existing and future assets
that do not constitute ABL Priority Collateral (as defined below) (including,
but not limited to, capital stock (subject to limitations to be agreed with
respect to capital stock of foreign subsidiaries), equipment, intellectual
property, material owned real property, material leaseholds in real property
and licenses), (the Term Loan Priority Collateral) and (b) second priority
liens on all of the Loan Parties existing and future current assets (including,
but not limited to, accounts, inventory, deposit accounts, securities accounts
and commodities accounts) (the ABL Priority Collateral and together with
the Term Loan Priority Collateral, the Collateral).

The Exit ABL Facility and certain bank product and hedging obligations
will be secured by a second priority lien on the Term Loan Priority
Collateral and by a first priority lien on the ABL Priority Collateral.

The priority of the security interests and related creditor rights among the
Exit Term Loan Facility and the Exit ABL Facility will be set forth in an
intercreditor agreement. Such agreement shall be in form and substance
acceptable to the Borrower, the Lead Arrangers and the Agent.

Interest Rate: Loans will bear interest at the LIBO Rate (as defined below) plus 11.0%.

As used herein, the LIBO Rate means the current LIBO Rate as quoted by
the Administrative Agent, adjusted for reserve requirements, if any, and
subject to customary change of circumstance provisions, for interest periods
of one, two, three or six months, payable at the end of the relevant interest
period, but in any event at least quarterly; provided that the LIBO Rate shall
be not less than 1.00% per annum.

Interest and fees shall be calculated on the basis of the actual number of

1
Excess Cash Flow to be defined, but definition shall exclude repayments of the Exit ABL
Facility.

2
Error! Unknown document property name.RLF1 14682128v.1
 Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 4 of 8

days elapsed in a 360-day year.

Mandatory The Loans will be subject to customary mandatory prepayment provisions,

Prepayments: including with 100% of proceeds from dispositions of Term Loan Priority
Collateral.

Call Premium: A premium shall be payable in an amount equal to the amounts set forth
below, each as a percentage of the outstanding principal amount of Loans
that are prepaid, repriced or refinanced on any date prior the anniversary of
the Closing Date indicated below:

Prior to the second anniversary of the Closing Date: 2.00%

After the second anniversary of the Closing Date but prior to the fourth
anniversary of the Closing Date: 1.00%
Thereafter: 0.00%/par

The prepayment premium shall be due and payable on acceleration for

bankruptcy or otherwise.

Representations and Representations and warranties which are usual and customary for these
Warranties: types of facilities, which shall be subject to exceptions and qualifications to
be agreed.

Affirmative and Affirmative and negative covenants which are usual and customary for
Negative Covenants: these types of facilities, which shall be subject to exceptions and
qualifications to be agreed including, without limitation, (i) exceptions from
debt and lien covenants permitting junior lien debt (subject to acceptable
intercreditor provisions) or unsecured debt, subject to pro forma compliance
with the Financial Covenant, (ii) prohibitions on incurrence of additional
asset-based loans, additional term loans or other debt on a pari passu basis
with the Loans, and (iii) prohibitions on restricted payments except in the
ordinary course of business.

Financial Covenant: Maximum Total Leverage Ratio to be determined (tested quarterly, with
step downs to be agreed, based on the business plan).

Events of Default: Events of Default which are usual and customary for these types of
facilities, subject (where customary and appropriate) to cure periods and
materiality thresholds.

Conditions Precedent
to Effectiveness:
Usual and customary conditions precedent for senior secured term loan exit
financing facilities, including, without limitation, the effectiveness of the
Plan, minimum available liquidity (borrowing base availability plus
unrestricted cash) of at least $[85] million and commitments under the Exit
ABL Facility in an aggregate principal amount of at least $[300] million.

3
Error! Unknown document property name.RLF1 14682128v.1
 Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 5 of 8

Documentation That certain First Lien Credit Agreement, dated as of February 11, 2014,
Precedent: among NewPage Investment Company LLC, NewPage Corporation, as
borrower, the other parties party thereto and Credit Suisse AG, Cayman
Islands Branch, as administrative agent and as collateral agent, as modified
to reflect the operational and strategic requirements of the Borrower and its
subsidiaries in light of their size, industries, businesses and business
practices and other modifications appropriate for an exit financing of this
nature.

4
Error! Unknown document property name.RLF1 14682128v.1
 Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 6 of 8

[Lender signature pages]

Error! Unknown document property name.RLF1 14682128v.1

 Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 7 of 8

Acknowledged and agreed by:

Acknowledged and agreed by:

VERSO PAPER HOLDINGS LLC,

a Delaware limited liability company,
as the Borrower

By: ______________________________
Name:
Title:

Error! Unknown document property name.RLF1 14682128v.1

 Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 8 of 8

EXHIBIT A Exit Term Loan Facility Commitments

Lender Exit Term Loan Facility

Commitment Amount

BlueBay Asset Management LLP

KLS Diversified Asset Management LP
Monarch Alternative Capital LP
Oaktree Opps IX Parallel (Cayman) 4 CTB Ltd.
and Oaktree VOF (Cayman) 7 CTB Ltd.
Redwood Capital Management, LLC and
Redwood Drawdown Master Fund, L.P.
Whitebox Advisors LLC

RLF1 14682128v.1