FIRST AMENDMENT TO TERM LOAN CREDIT AND GUARANTY AGREEMENT

Exhibit 10.1

EXECUTION COPY

FIRST AMENDMENT

TO TERM LOAN CREDIT AND GUARANTY AGREEMENT

THIS FIRST AMENDMENT TO TERM LOAN CREDIT AND GUARANTY AGREEMENT (this “Amendment” ) is dated as of September 11, 2009 and is entered into by and among NEWPAGE CORPORATION , a Delaware corporation ( “NewPageCo” ), NEWPAGE HOLDING CORPORATION , a Delaware corporation ( “NewPageHoldCo” ), the GUARANTORS listed on the signature pages hereto, CERTAIN FINANCIAL INSTITUTIONS listed on the signature pages hereto (each, a “Lender” ), and GOLDMAN SACHS CREDIT PARTNERS L.P. (“ GSCP ”), as Administrative Agent ( “Administrative Agent” ), and is made with reference to that certain TERM LOAN CREDIT AND GUARANTY AGREEMENT dated as of December 21, 2007 (the “Credit Agreement” ) by and among NewPageCo, NewPageHoldCo, the subsidiaries of NewPageCo named therein, the Lenders, the Administrative Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

RECITALS

WHEREAS, the Credit Parties have requested that Requisite Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and

WHEREAS, subject to certain conditions, Requisite Lenders are willing to agree to such amendments relating to the Credit Agreement.

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION I. AMENDMENTS TO CREDIT AGREEMENT

A. Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical sequence:

“ Auction Manager ” means GSCP or any Affiliate thereof or, if GSCP or such Affiliate shall decline such appointment to be the Auction Manager, another financial institution of recognized national standing that agrees to act as such Auction Manager as further described in Section 10.6(i) and in the Auctions Procedures.

“ Auction Procedures ” means, collectively, the auction procedures in substantially the form set forth as Exhibit L hereto and otherwise reasonably acceptable to the Administrative Agent.

“ Consolidated Liquidity ” means, as of any date, an amount determined for NewPageHoldCo and its Subsidiaries on a consolidated basis equal to the sum of (i) the average Unrestricted Cash cash-on-hand of NewPageHoldCo and its Subsidiaries that are Guarantor Subsidiaries for the fifteen day period ending on the date of determination, plus (ii) Excess Revolving Credit Availability.

“Excess Revolving Credit Availability” means (i) the average “ Excess Availability ” as defined in the Revolving Credit Agreement for the fifteen (15) day period ending on the date of determination or (ii) if the Revolving Credit Agreement shall no longer be in effect or the term “ Excess Availability ” is no longer defined therein, (a) the lesser of (1) the revolving commitments of all of the lenders party to any revolving credit agreement replacing the Revolving Credit Agreement and (2) if applicable, the borrowing base on the date of determination less (b) the average total utilization of such revolving credit commitments for the

fifteen (15) day period ending on the date of determination (whether from loans, the issuance of any letters of credit or any other extensions of credit thereunder) less (c) in the Administrative Agent’s reasonable credit judgment, the aggregate amount of all the outstanding and unpaid trade payables and other obligations of NewPageHoldCo or any of its Subsidiaries which are not paid within 60 days past the due date according to their original terms of sale, in each case as of such date of determination less (d) in the Administrative Agent’s reasonable credit judgment, the amount of checks issued by NewPageHoldCo or any of its Subsidiaries to pay trade payables and other obligations which are not paid within 60 days past the due date according to their original terms of sale, in each case as of such date of determination, but which checks either have not yet been sent or are subject to other arrangements which are expected to delay the prompt presentation of such checks for payment.

“First Amendment” means that certain First Amendment to Term Loan Credit and Guaranty Agreement dated as of September 11, 2009 among NewPageCo, NewPageHoldCo, Administrative Agent, the financial institutions party thereto and the Guarantors listed on the signature pages thereto; provided , that solely for the purpose of “Consolidated Adjusted EBITDA”, “Consolidated Cash Interest Expense” and “Consolidated Excess Cash Flow”, the term “First Amendment” shall also mean the First Amendment to Revolving Credit and Guaranty Agreement, dated as of September 11, 2009, entered into under the Revolving Credit Agreement.

“First Amendment Effective Date” means the date of satisfaction of the conditions referred to in Section IV of the First Amendment.

“Parity Lien Debt” has the meaning set forth in the Collateral Trust Agreement.

“ Priority Lien Debt ” has the meaning set forth in the Collateral Trust Agreement.

“ Unrestricted Cash ” means, as of any date, the aggregate amount of cash and Cash Equivalents on the consolidated balance sheet of NewPageHoldCo and its Subsidiaries that are Guarantor Subsidiaries which is free and clear of all Liens (other than Permitted Collateral Liens), other than segregated cash and Cash Equivalents the use of which, as of such date, is restricted by law or Contractual Obligation to any specific purpose.

“Unsecured Hedge Agreement” means (i) an unsecured Interest Rate Agreement or an unsecured Currency Agreement entered into in the ordinary course of NewPageCo’s or any of its Subsidiaries’ businesses or (ii) a commodity futures contract, forward contract, option to purchase or sell a commodity, or option, warrant or other right with respect to a commodity futures contract or other similar agreement or arrangement that, in each case, is unsecured and is entered into for the purpose of hedging the risk of fluctuations in commodities prices associated with the businesses of NewPageCo and its Subsidiaries and not for speculative purposes; it being understood that the issuance of a letter of credit for the benefit of the counterparty to such Interest Rate Agreement, Currency Agreement or commodity contract, agreement, or arrangement and for the account of NewPageCo or one of its Subsidiaries, in any such case to provide credit support for the obligations of NewPageCo or such Subsidiary thereunder, shall not cause such Interest Rate Agreement, Currency Agreement or commodity contract, agreement or arrangement to be secured.

B. Section 1.1 of the Credit Agreement is hereby amended by amending and restating the following definitions in their entireties:

“ Agent ” means each of the Syndication Agent, Administrative Agent and, if the Auction Manager is GSCP or an Affiliate thereof, the Auction Manager.

“Applicable Margin” means (i) with respect to Term Loans that are Eurodollar Rate Loans, an amount equal to (A) 7.00% per annum if the Senior Leverage Ratio as of the end of the most recently ended Fiscal Quarter was greater than or equal to 3.00 to 1.00 or (B) 6.50% per annum if the Senior Leverage Ratio as of the end of the most recently ended Fiscal Quarter was less than 3.00 to 1.00, and (ii) with respect to Term Loans that are Base Rate Loans, an amount equal to (A) 6.00% per annum if the Senior Leverage Ratio as of the end of the most recently ended Fiscal Quarter was greater than or equal to 3.00 to 1.00 or

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(B) 5.50% per annum if the Senior Leverage Ratio as of the end of the most recently ended Fiscal Quarter was less than 3.00 to 1.00. No change in the Applicable Margin shall be effective until three Business Days after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.1(d) calculating the Senior Leverage Ratio. At any time NewPageCo has not submitted to Administrative Agent the applicable information as and when required under Section 5.1(d), the Applicable Margin shall be determined as if the Senior Leverage Ratio were in excess of 3.00:1.00. Within one Business Day of receipt of the applicable information under Section 5.1(d), Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin in effect from such date. In the event that any financial statement or certificate delivered pursuant to Section 5.1 is shown to be inaccurate (at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding (other than indemnities and other contingent obligations not yet due and payable), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “ Applicable Period ”) than the Applicable Margin applied for such Applicable Period, then (x) NewPageCo shall immediately deliver to Administrative Agent a correct certificate required by Section 5.1 for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Senior Leverage Ratio were in excess of 3.00:1.00 and (iii) NewPageCo shall immediately pay to Administrative Agent the accrued additional interest and/or fees owing as a result of such increased Applicable Margin for such Applicable Period. Nothing in this paragraph shall limit the right of Administrative Agent or any Lender under Section 2.10 or Section 8.

“ Consolidated Cash Interest Expense ” means, for any period, Consolidated Interest Expense for such period, excluding (i) any amount not payable in Cash and (ii) any one time Consolidated Interest Expense of NewPageHoldCo and its Subsidiaries payable in Cash which is incurred in connection with the First Amendment; provided that for calculations for any four Fiscal Quarter period ending on or prior to September 30, 2008, Consolidated Cash Interest Expense shall be deemed to be the product of (i) such amounts from and including the Closing Date through and including the last day of the applicable period, respectively, multiplied by (ii) a fraction of which the numerator is 365 and the denominator of which is the number of days elapsed in the period from and including the Closing Date though and including the last day of the applicable period.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for such period of (a) voluntary and scheduled repayments of Consolidated Total Debt (excluding (x) repayments of Revolving Loans or Swing Line Loans (as such terms are defined in the Revolving Credit Agreement) except to the extent the Revolving Commitments (as such term is defined in the Revolving Credit Agreement) are permanently reduced in connection with such repayments and (y) for avoidance of doubt, any purchases, retirements or cancellations of other Indebtedness permitted by Section 6.5(e)(iv) and any repurchases of Term Loans by NewPageCo in accordance with section 10.6(i)), (b) Consolidated Capital Expenditures (net of any proceeds of (y) any permitted related financings with respect to such expenditures and (z) any sales of assets used to finance such expenditures), (c) Consolidated Cash Interest Expense, (d) provisions for current taxes based on income of NewPageHoldCo and its Subsidiaries and payable in cash with respect to such period, (e) any cash expenses, charges or losses added to Consolidated Net Income in determining Consolidated Adjusted EBITDA for such period and (f) any one time Consolidated Interest Expense of NewPageHoldCo and its Subsidiaries payable in Cash which is incurred in connection with the First Amendment and is deducted from the calculation of Consolidated Cash Interest Expense.

“Consolidated Senior Debt” means, as at any date of determination, the sum of Indebtedness under the Revolving Credit Agreement plus Priority Lien Debt (as defined in the Collateral Trust Agreement), in each case, appearing on a balance sheet of NewPageHoldCo and its Subsidiaries as of such date determined on a consolidated basis in accordance with GAAP.

“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), (ii) any

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commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course, and (iii) solely for purposes of any assignments in each case in accordance with Section 10.6(i), NewPageCo; provided , other than as set forth in clause (iii) of this definition, no Affiliate of NewPageHoldCo or Sponsor other than a Sponsor Affiliated Lender or Sponsor Affiliated Institutional Lender shall be an Eligible Assignee.

C. Section 1.1 of the Credit Agreement is hereby amended by adding the following sentence to the end of the existing definition of “Adjusted Eurodollar Rate” :

“Notwithstanding the foregoing, the Adjusted Eurodollar Rate shall at no time be less than 2.50% per annum.”

D. Section 1.1 of the Credit Agreement is hereby amended by adding the following sentence to the end of the existing definition of “Base Rate” :

“Notwithstanding the foregoing, the Base Rate shall at no time be less than 3.50% per annum.”

E. Section 1.1 of the Credit Agreement is hereby amended by restating clause (5) of the definition of “Consolidated Adjusted EBITDA” to read as follows:

“(5) transaction costs incurred in connection with the Closing Date Related Transactions, any Permitted Acquisition, and the First Amendment, to the extent such costs were deducted in computing such Consolidated Net Income; plus”

F. Section 1.1 of the Credit Agreement is hereby amended by restating clause (C) in the second sentence of the definition of “ Indebtedness ” to read as follows:

“(C) the principal amount of the Indebtedness under any Hedge Agreement and Unsecured Hedge Agreement at any time shall be equal to the amount payable as a result of the termination of such Hedge Agreement or Unsecured Hedge Agreement, as applicable, at such time.”

G. Section 1.1 of the Credit Agreement is hereby amended by restating clause (3) of the definition of “ Net Income ” to read as follows:

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

Section 2.14(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(e) Consolidated Excess Cash Flow . Subject to Section 2.14(g), in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year, commencing with the Fiscal Year ending December 31, 2009, NewPageCo shall, no later than ninety days after the end of such Fiscal Year, prepay the Term Loans as set forth in Section 2.15 in an aggregate amount equal to the percentage of such Consolidated Excess Cash Flow set forth in the table below as determined by reference to the Senior Leverage Ratio set forth in the table below and in effect for such period determined from the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Senior Leverage Ratio:

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A. Section 6.1(l) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(l) Indebtedness under Hedge Agreements required pursuant to, and entered into in accordance with, Section 5.12 or any Hedge Agreements and Unsecured Hedge Agreements entered into in the ordinary course of business and not for speculative purposes; provided that any Hedge Agreement or Unsecured Hedge Agreement that could result in any uncovered short positions with respect to commodities shall not be permitted pursuant to this clause (l);”

B. Section 6.1(p) of the Credit Agreement is hereby amended by deleting the reference to “$100,000,000” and inserting “$50,000,000” in place thereof.

C. Clause (y) of the proviso contained in Section 6.1(q) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(y) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, original issue discount with respect to such new Indebtedness, accrued cash interest payable thereon, capitalized interest permitted or required to be paid thereunder, premium (if any) thereon, other reasonable amounts necessary to accomplish such extension, renewal or refinancing, and reasonable fees and expenses incurred in connection therewith, or”

C. Section 6.1 of the Credit Agreement is hereby amended by (a) deleting clause (u) thereof, (b) replacing “; and” at the end of clause (t) with a period, and (c) inserting “and” at the end of clause (s).

Section 6.2(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(a) (i) Liens in favor of Collateral Trustee for the benefit of Secured Parties granted pursuant to any Credit Document, (ii) Liens granted pursuant to the Revolving Credit Agreement or any “Credit Document” as defined thereunder, (iii) Liens in the Second Lien Financing Collateral securing the obligations and indebtedness incurred pursuant to the Senior Secured Floating Rate Note Documents, the Senior Secured Fixed Rate Note Documents and the 2007 Senior Secured Fixed Rate Note Documents, and (iv) Liens securing Indebtedness permitted by Section 6.1(q) that extends, renews, refinances or replaces any Lien described in clause (i), (ii) or (iii) of this subsection (a), or that was previously incurred pursuant to Section 6.1(q) to refinance such Indebtedness, so long as such Liens do not extend to any assets other than those securing such Indebtedness at the time of any such extension, renewal, refinancing or replacement and are subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, as applicable; provided that such Liens may only secure any such Indebtedness that extends, renews, refinances or replaces the Term Loans so long as, on the date such Indebtedness is incurred and after giving effect thereto and to the application of proceeds thereof, the Interest Coverage Ratio on a pro forma basis as of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1 would be no less than 1.00 to 1.00; provided , further , that Liens permitted under this Section 6.2(a) shall not at any time secure (i) Priority Lien Debt and Indebtedness under the Revolving Credit Agreement in an aggregate principal amount in excess of $2,075,000,000 less any mandatory prepayments required under any Priority Lien Debt or, to the extent accompanied by a permanent commitment reduction, under the Revolving Credit Agreement plus the sum of (a) any original issue discount with respect to such new Indebtedness to the extent necessary under then current market conditions to complete the issuance of such new Indebtedness, (b) any premium (if any) payable in connection with any such extension, renewal, refinancing or replacement of Priority Lien Debt or the Revolving Credit Agreement, as applicable, (provided in connection with any proposed extension or renewal of any of the Term Loans, the opportunity to so extend or renew shall be offered to all Lenders and all extending or renewing Lenders shall receive a proportionate share of any premium paid in connection therewith), (c) any accrued and unpaid cash interest permitted or required to be paid thereunder and (d) any reasonable fees and expenses incurred in connection with any

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such extension, renewal, refinancing or replacement, and (ii) Parity Lien Debt in an aggregate principal amount in excess of $1,050,000,000 less any mandatory prepayments required under any Parity Lien Debt plus the sum of (a) any original issue discount with respect to such new Indebtedness to the extent necessary under then current market conditions to complete the issuance of such new Indebtedness, (b) any premium (if any) payable in connection with any such extension, renewal, refinancing or replacement of Parity Lien Debt, (c) any accrued and unpaid cash interest and any capitalized interest permitted or required to be paid thereunder and (d) any reasonable fees and expenses incurred in connection with any such extension, renewal, refinancing or replacement.

A. Section 6.5(e) is amended by (a) inserting the word “and” at the end of clause (iii) and (b) inserting a new clause (iv) immediately after clause (iii) as follows:

(iv) repurchase, redeem or otherwise acquire, and in each case, retire, any Senior Secured Floating Rate Notes, any Senior Secured Fixed Rate Notes or any 2007 Senior Secured Fixed Rate Notes in an aggregate amount paid in connection therewith not to exceed (A) $100,000,000 in the aggregate so long as the Senior Leverage Ratio as of the end of the most recently ended Fiscal Quarter prior to such repurchase, redemption, acquisition or retirement was greater than 2.00 to 1.00 but less than or equal to 2.50 to 1.00 or (B) $150,000,000 in the aggregate so long as the Senior Leverage Ratio as of the end of the most recently ended Fiscal Quarter prior to such repurchase, redemption, acquisition or retirement was less than or equal to 2.00 to 1.00; provided that Restricted Junior Payments made under this clause (e)(iv) shall constitute usage of the basket set forth in clause (e)(iii).

B. Section 6.5(k) is hereby amended and restated in its entirety to read as follows:

“(k) at any time following delivery of the Credit Parties’ financial statements for the Fiscal Quarter ending June 30, 2010 in accordance with Section 5.1(b) , so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, upon the occurrence of an IPO (and substantially concurrently therewith, or in the case of an IPO that occurs prior to the delivery of the financial statements for the Fiscal Quarter ending June 30, 2010, substantially concurrently with such delivery), NewPageHoldCo may use the proceeds of such IPO to (1) prepay the NewPageHoldCo PIK Notes and/or (2) make Restricted payments to SuperHoldco to enable SuperHoldco to prepay the SuperHoldco PIK Notes (so long as SuperHoldco applies the proceeds of such Restricted Payment to such purpose).”

Section 6.7(k) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(k) Investments under Hedge Agreements and Unsecured Hedge Agreements to the extent permitted under Section 6.1 and Investments under the Commodities Hedge Agreement;”

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A. Section 6.8(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Interest Coverage Ratio . NewPageHoldCo shall not permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending June 30, 2010, to be less than the correlative ratio indicated:

B. Section 6.8(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Fixed Charge Coverage Ratio . NewPageHoldCo shall not permit the Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending March 31, 2011, to be less than the correlative ratio indicated:

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C. Section 6.8(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(c) Total Leverage Ratio . NewPageHoldCo shall not permit the Total Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending June 30, 2010, to exceed the correlative ratio indicated:

D. Section 6.8(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(d) Senior Leverage Ratio . NewPageHoldCo shall not permit the Senior Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending June 30, 2010, to exceed the correlative ratio indicated:

E. Section 6.8(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(e) Maximum Consolidated Capital Expenditures . NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, during any four Fiscal Quarter period ending on the last day of each of the Fiscal Quarters set forth below to be greater than the amounts set forth opposite such Fiscal Quarter:

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Thereafter NewPageHoldCo shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for NewPageHoldCo and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided , that (x) if the aggregate amount of Consolidated Capital Expenditures for any such Fiscal Year indicated below shall be less than the amount set forth in the table below for such Fiscal Year (before any carryover), then such shortfall may be added to the amount of Consolidated Capital Expenditures permitted for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover, the amount expended in any Fiscal Year shall first be deemed to be from the amount allocated to such year before any carryover:

Commencing with the 2 ^nd Fiscal Quarter in 2010, if at the end of any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be 3.50:1.00 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition to those otherwise permitted by this Section 6.8(e).”

F. Section 6.8 of the Credit Agreement is hereby amended to add the following new Section 6.8(h) at the end thereof:

“(h) Minimum Consolidated Liquidity . NewPageHoldCo shall not permit Consolidated Liquidity as of the last day of any Fiscal Quarter ending on or prior to the Fiscal Quarter ending December 31, 2010 to be less than $150,000,000.”

Section 10.6 of the Credit Agreement is hereby amended by inserting a new Section 10.6(i) immediately after the end of Section 10.6(h) as follows:

“(i) Certain Permitted Term Loan Purchases . Notwithstanding anything to the contrary contained in this Section 10.6 or any other provision of this Agreement, so long as, (x) no Default or Event of Default has occurred and is continuing or would result therefrom, and (y) as of the most recently completed Fiscal Quarter for which financial statements have been delivered pursuant to the terms of this Agreement the Senior Leverage Ratio was less than 3.00 to 1.00, NewPageCo may purchase outstanding Term Loans on the following basis:

(i) Any such purchase shall be subject to the condition that the purchase price therefor shall be less than that principal amount of such Term Loans so purchased and accrued and unpaid interest thereon and shall be the same purchase price for all Term Loans purchased in connection with any one auction.

(ii) Such purchase or purchases may be made solely in one or more “Dutch auctions” pursuant to the Auction Procedures established for each such purchase. The Auction Manager shall be appointed pursuant to an engagement letter (the “Auction Manager