TERM LOAN CREDIT AND GUARANTY AGREEMENT

EXHIBIT 10.2

TERM LOAN

CREDIT AND GUARANTY AGREEMENT

dated as of May 2, 2005

(as amended by Amendment No. 2 dated as of January 30, 2007)

among

NEWPAGE CORPORATION,

NEWPAGE HOLDING CORPORATION,

CERTAIN SUBSIDIARIES OF NEWPAGE CORPORATION,

as Guarantors,

VARIOUS LENDERS,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Administrative Agent, Joint Lead Arranger, Joint Bookrunner

and Co-Syndication Agent,

and

UBS SECURITIES LLC,

as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent,

$750,000,000 Senior Secured Term Loan Credit Facilities

TABLE OF CONTENTS

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TERM LOAN CREDIT AND GUARANTY AGREEMENT

This TERM LOAN CREDIT AND GUARANTY AGREEMENT , dated as of May 2, 2005 is entered into by and among NEWPAGE CORPORATION , a Delaware corporation ( "NewPageCo" ), NEWPAGE HOLDING CORPORATION , a Delaware corporation ( "NewPageHoldCo" ), CERTAIN SUBSIDIARIES OF NEWPAGECO , as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. ( "GSCP" ), as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent, and Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent" ), and UBS SECURITIES LLC ( "UBSS" ) as Joint Lead Arranger, Joint Bookrunner, and as Co-Syndication Agent (in such capacity, "Co-Syndication Agent" ).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS , Lenders have agreed to extend term loan credit facilities to NewPageCo in an aggregate principal amount not to exceed $750,000,000, the proceeds of which will be used (i) to fund the Paper Business Acquisition and (ii) to pay related transaction costs, fees and expenses;

WHEREAS, NewPageCo has agreed to secure all of its Obligations by granting to Collateral Trustee, for the benefit of Secured Parties, (i) a First Priority Lien on substantially all of its assets (other than the Cash, deposit accounts, accounts receivable, and inventory of NewPageCo) including, without limitation, a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and 65% of all the Capital Stock of each of its directly owned Foreign Subsidiaries and (ii) a Second Priority Lien on all of the Cash, deposit accounts, accounts receivable, and inventory of NewPageCo; and

WHEREAS, Guarantors have agreed to guarantee the obligations of NewPageCo hereunder and to secure their respective Obligations by granting to Collateral Trustee, for the benefit of Secured Parties, (i) a First Priority Lien on substantially all of their respective assets (other than the Cash, deposit accounts, accounts receivable, and inventory of the Guarantors) including, without limitation, a pledge of all of the Capital Stock of each of their respective Domestic Subsidiaries (including NewPageCo) and 65% of all the Capital Stock of each of their respective directly owned Foreign Subsidiaries and (ii) a Second Priority Lien on all of the Cash, deposit accounts, accounts receivable, and inventory of the Guarantors.

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

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1. Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

"Access Grant and Easement Agreement" means a Real Property Access Grant and Easement Agreement substantially in the form of Exhibit O, as it may be amended, supplemented or otherwise modified from time to time.

"Adjusted Eurodollar Rate" means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/16 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Telerate Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being page number 3740 or 3750, as applicable) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by GSCP for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Term Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

"Administrative Agent" as defined in the preamble hereto.

"Adverse Proceeding" means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of NewPageHoldCo or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of NewPageHoldCo or any of its Subsidiaries, threatened in writing against NewPageHoldCo or any of its Subsidiaries or any property of NewPageHoldCo or any of its Subsidiaries.

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"Affected Lender" as defined in Section 2.18(b).

"Affected Loans" as defined in Section 2.18(b).

"Affiliate" means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

"Agent" means each of the Co-Syndication Agents and Administrative Agent.

"Aggregate Amounts Due" as defined in Section 2.17.

"Aggregate Payments" as defined in Section 7.2.

"Agreement" means this Term Loan Credit and Guaranty Agreement, dated as of May 2, 2005, as it may be amended, supplemented or otherwise modified from time to time.

" Allocation Services Agreement " means the Allocation and Services Agreement dated as of April 30, 2005 between NewPageCo and TimberCo as it may be amended, supplemented or otherwise modified from time to time to the extent permitted under Section 6.15.

"Applicable Margin" means (i) with respect to Existing Term Loans that are Eurodollar Rate Loans, (a) from the Second Amendment Closing Date until the date of delivery of the Compliance Certificate and the financial statements for the period ending on the last day of the second full Fiscal Quarter ending after the Second Amendment Closing Date, an amount equal to 2.25% per annum, and (b) thereafter, (1) prior to the occurrence of any IPO, a percentage, per annum, determined by reference to the Total Leverage Ratio in effect from time to time as set forth below:

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and (2) from and after the occurrence of an IPO, 2.00%, and (ii) with respect to Existing Term Loans that are Base Rate Loans, an amount equal to (a) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (i)(a) or (i)(b) above, as applicable, minus (b) 1.00% per annum. Each change in the Applicable Margin shall become effective 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 Total Leverage Ratio as at the end of the Fiscal Quarter to which such Compliance Certificate relates. At any time prior to the occurrence of any IPO that 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 for the period from the date such information was required to have been delivered under Section 5.1(d) until three Business Days after the actual delivery thereof as if the Total Leverage Ratio were in excess of 3.50:1.00 for such period. Prior to the occurrence of any IPO, 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.

"Applicable Reserve Requirement" means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including, without limitation, any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against "Eurocurrency liabilities" (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate of a Term Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

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"Asset Sale" means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than NewPageCo or any Guarantor Subsidiary), in one transaction or a series of transactions, of all or any part of NewPageHoldCo’s or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including, without limitation, the Capital Stock of any of NewPageHoldCo’s Subsidiaries and the sale or termination of the Commodities Hedge Agreement, other than (i) inventory (or other assets) sold or leased in the ordinary course of business (excluding any such sales by operations or divisions discontinued or to be discontinued), (ii) leases or subleases of immaterial real property that is no longer used or useful in the business of NewPageHoldCo, NewPageCo or any of its Subsidiaries, (iii) dispositions, by means of trade-in, of equipment used in the ordinary course of business, so long as such equipment is replaced, substantially concurrently, by like-kind equipment, (iv) the use or transfer of Cash and Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or other Credit Documents, (v) licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, (vi) to the extent allowable under Section 1031 of the Internal Revenue Code, any exchange of like property for use in a business of NewPageCo and its Subsidiaries permitted by Section 6.13, (vii) any issuance of equity or other beneficial ownership interests by a Subsidiary of NewPageHoldCo to NewPageHoldCo or a Subsidiary of NewPageHoldCo, so long as such interests are pledged to the Collateral Trustee for the benefit of Lenders to the extent required by this Agreement or any other Credit Document, (viii) the creation of a Permitted Lien under Section 6.2, and (ix) sales of other assets for aggregate consideration of less than $500,000 with respect to any transaction and less than $1,000,000 in the aggregate during any Fiscal Year.

"Assignment Agreement" means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

"Assignment Effective Date" as defined in Section 10.6(b).

"Authorized Officer" means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer, treasurer, secretary, or other person expressly authorized by resolution or written consent to represent such entity in such capacity.

"Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy," as now and hereafter in effect, or any successor statute.

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"Base Rate" means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus  ¹ / 2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Base Rate Loan" means a Term Loan bearing interest at a rate determined by reference to the Base Rate.

"Beneficiary" means each Agent, Lender and Lender Counterparty.

"Board of Directors" means (i) 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; (ii) with respect to a partnership, the Board of Directors of the general partner of the partnership; (iii) with respect to a limited liability company, the managing member or members or any controlling committee or board of directors of such company or the sole member or the managing member thereof; and (iv) with respect to any other Person, the board or committee of such Person serving a similar function.

"Business Day" means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term "Business Day" shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

"Capital Lease" means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

"Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

"Cash" means money, currency or a credit balance in any demand or Deposit Account.

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"Cash Equivalents" means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, one of the two highest ratings obtainable from S&P or Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, one of the two highest ratings obtainable from S&P or Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least "adequately capitalized" (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $250,000,000, and (c) having one of the two highest ratings obtainable from S&P or Moody’s when acquired; and (vi) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iv) above.

" Cash Management Intercreditor Agreement " means that certain Cash Management Intercreditor Agreement dated as of the Closing Date by and among the Collateral Agent under the Revolving Credit Agreement, the Collateral Trustee and the Collateral Agent under the TimberCo Credit Agreement, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

" Casualty Event " shall mean, with respect to any Property (including any Real Estate Asset) of any Person, any loss of or damage to or destruction of, or any condemnation or other taking (including by any Governmental Authority) of, such Property for which such Person or any of its Subsidiaries receives insurance proceeds or proceeds of a condemnation award or other compensation. "Casualty Event" shall include but not be limited to any taking of all or any part of any Real Estate Asset of any Person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Estate Asset of any Person or any part thereof by any Governmental Authority, civil or military.

"Certificate re Non-Bank Status" means a certificate substantially in the form of Exhibit F.

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" Change of Control " means, at any time, (i) Permitted Holders shall cease to beneficially own and control, directly or indirectly, at least 51% (or after an IPO 35%) on a fully diluted basis of the economic and voting interests in the Capital Stock of NewPageHoldCo; (ii) after an IPO any Person or "group" (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (a) shall have acquired beneficial ownership on a fully diluted basis of the voting and/or economic interest in the Capital Stock of NewPageHoldCo equal to or in excess of any such interest held by the Permitted Holders or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of NewPageHoldCo; (iii) NewPageHoldCo shall cease to beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of NewPageCo; (iv) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of NewPageCo or NewPageHoldCo cease to be occupied by Persons who either (a) were members of the board of directors of NewPageCo or NewPageHoldCo, as applicable on the Closing Date or (b) were nominated for election by the board of directors of NewPageCo or NewPageHoldCo, as applicable, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors; or (v) any "change of control" or similar event under the NewPageHoldCo PIK Note Documents, the Revolving Credit Agreement Documents, the Senior Secured Floating Rate Note Documents, the Senior Secured Fixed Rate Note Documents or the Senior Subordinated Note Documents shall occur.

"Class" means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Existing Term Loan Exposure and (b) Lenders having New Term Loan Exposure of each Series, and (ii) with respect to Term Loans, each of the following classes of Term Loans: (a) Existing Term Loans and (b) each Series of New Term Loans.

"Closing Date" means the date on which the Existing Term Loans are made.

"Closing Date Certificate" means a Closing Date Certificate substantially in the form of Exhibit G-1.

"Closing Date Mortgaged Property" as defined in Section 3.1(i).

"Coated and Carbonless Papers Group" means the entities and businesses acquired in the Paper Business Acquisition.

"Collateral" means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are granted pursuant to the Collateral Documents as security for the Obligations.

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"Collateral Documents" means (a) the Pledge and Security Agreement, the Intercreditor Agreement, the Collateral Trust Agreement, the Mortgages, the Landlord Personal Property Collateral Access Agreements, if any, and the Perfection Certificate and (b) all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Trustee, for the benefit of Lenders, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

"Collateral Trust Agreement" means that certain Collateral Trust Agreement, dated as of May 2, 2005 by and among the Collateral Trustee, the Senior Secured Floating Rate Notes Trustee, the Senior Secured Fixed Rate Notes Trustee, and the Administrative Agent as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

"Collateral Trustee" means The Bank of New York, its successors and assigns as Collateral Trustee pursuant to the Collateral Trust Agreement.

"Commitment" means any Existing Term Loan Commitment or New Term Loan Commitment.

"Commodities Hedge Agreement" means that certain confirmation with respect to Contract Reference Number 875787959 1 1 dated as of April 6, 2005 between Sponsor and J. Aron & Company, and assigned to NewPageCo on the Closing Date, together with the Guaranty of Goldman Sachs & Co. and any related ISDA Master Agreement, as such confirmation, guaranty or agreement may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under Section 6.15.

"Compliance Certificate" means a Compliance Certificate substantially in the form of Exhibit C.

"Consolidated Adjusted EBITDA" means, for any period, the Consolidated Net Income of NewPageHoldCo and its Subsidiaries on a consolidated basis for such period plus , without duplication (including without duplication of any amounts previously adjusted for in determining Consolidated Net Income or Net Income):

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

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

(3) the Consolidated Interest Expense of NewPageHoldCo and its Subsidiaries for such period, to the extent that such Consolidated 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 paid in a prior period) of NewPageHoldCo and its 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 costs, charges or expenses made or incurred in connection with any Permitted Acquisition or any production continuation, remediation, relocation, severance and benefits continuation costs in connection with plant closings, and costs and reduction charges directly related to the permanent shutdown of machinery and equipment (and not a transfer of manufacturing or other capacity to another plant or facility), in each case, to the extent deducted in computing such Consolidated Net Income and not to exceed $50,000,000 in the aggregate from and after the Closing Date; 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 during 2004 and for the first Fiscal Quarter of 2005, the Consolidated Adjusted EBITDA of NewPageCo will be deemed to be $85.0 million and for the portion of the second Fiscal Quarter of 2005 occurring prior to the Closing Date the Consolidated Adjusted EBITDA of NewPageCo will be deemed to be the Consolidated Adjusted EBITDA of the Paper Business for such portion of such Fiscal Quarter.

"Consolidated Capital Expenditures" means, for any period, the aggregate of all expenditures of NewPageHoldCo and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in "purchase of property and equipment" or similar items reflected in the consolidated statement of cash flows of NewPageHoldCo and its Subsidiaries; provided , that "Consolidated Capital Expenditures" shall not include any expenditures (i) for replacements and substitutions for capital assets, to the extent made with proceeds of insurance in accordance with Section 5.5, (ii) made as part of a

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Permitted Acquisition, or (iii) for replacements and substitutions for capital assets to the extent made with the proceeds of assets sold, exchanged or otherwise disposed in accordance with, and permitted by Section 6.9(b) and (c).

"Consolidated Cash Interest Expense" means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in Cash; provided that for each Fiscal Quarter during 2004 and for the first Fiscal Quarter of 2005, the Consolidated Cash Interest Expense of NewPageCo will be deemed to be $34.5 million and for the portion of the second Fiscal Quarter of 2005 occurring prior to the Closing Date the Consolidated Cash Interest Expense will be deemed to be $11.5 million.

"Consolidated Current Assets" means, as at any date of determination, the total assets of NewPageHoldCo and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

"Consolidated Current Liabilities" means, as at any date of determination, the total liabilities of NewPageHoldCo and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

"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 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), (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, and (d) provisions for current taxes based on income of NewPageHoldCo and its Subsidiaries and payable in cash with respect to such period.

"Consolidated Fixed Charges" means, for any period, the sum, without duplication, of the amounts determined for NewPageHoldCo and its Subsidiaries on a consolidated basis equal to (i) Consolidated Cash Interest Expense, (ii) scheduled payments of principal on Consolidated Total Debt, (iii) Consolidated Capital Expenditures (other than the portion of such Consolidated Capital Expenditures during such period financed with Indebtedness permitted by Section 6.1(j))and (iv) the portion of taxes based on income actually paid in cash and provisions for cash income taxes; provided in calculating Consolidated Fixed Charges for any four Fiscal Quarter period that includes a Fiscal Quarter or portion thereof

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occurring prior to the Closing Date, other than with respect to Consolidated Cash Interest Expense which shall be calculated as set forth in the definition thereof, all other amounts described in clauses (ii), (iii) and (iv) above shall be calculated by annualizing the actual amounts thereof calculated from the Closing Date through the end of the applicable Fiscal Quarter as of which such calculation is being made.

"Consolidated Interest Expense" means, for any period, the sum, without duplication, of:

(1) the consolidated interest expense of NewPageHoldCo and its Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments (excluding any such non-cash interest payments on the NewPageHoldCo PIK Notes), the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Leases, 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 Interest Rate Agreements; plus

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

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

in each case, determined on a consolidated basis in accordance with GAAP; provided , that for each Fiscal Quarter during 2004 and for the first Fiscal Quarter of 2005, the Consolidated Interest Expense of NewPageCo will be deemed to be $34.5 million and for the portion of the second Fiscal Quarter of 2005 occurring prior to the Closing Date the Consolidated Interest Expense will be deemed to be $11.5 million

"Consolidated Net Income" means, for any period, the aggregate of the Net Income of NewPageHoldCo and its Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP; provided that (and without duplication of any adjustments made in determining Net Income):

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

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(2) the Net Income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of NewPageHoldCo or is merged into or consolidated with NewPageHoldCo or any of its Subsidiaries or that Person’s assets are acquired by NewPageHoldCo or any of its Subsidiaries will be excluded;

(3) the Net Income of any Subsidiary of NewPageCo will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders;

(4) all goodwill impairment charges will be excluded;

(5) 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 NewPageCo and its Subsidiaries will be excluded;

(6) transaction costs and restructuring charges incurred in connection with the Paper Business Acquisition, in an aggregate amount not to exceed $20.0 million, will be excluded; and

(7) to the extent deducted in determining Net Income, transaction costs incurred in connection with an IPO, in an aggregate amount not to exceed an amount approved in writing by the Administrative Agent in its reasonable discretion, will be added back to determine Consolidated Net Income.

"Consolidated Senior Debt" means, as at any date of determination, Consolidated Total Debt less Senior Secured Fixed Rate Notes Indebtedness, Senior Secured Floating Rate Notes Indebtedness, Senior Subordinated Notes Indebtedness and other Indebtedness of NewPageHoldCo and its Subsidiaries subordinated to the Obligations on terms satisfactory to, and which Indebtedness contains other terms, tenor and covenants satisfactory to the Administrative Agent, determined on a consolidated basis in accordance with GAAP.

"Consolidated Total Debt" means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of NewPageHoldCo and its Subsidiaries determined on a consolidated basis in accordance with GAAP, exclusive of the NewPageHoldCo PIK Notes.

"Consolidated Working Capital" means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

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"Consolidated Working Capital Adjustment" means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

"Contractual Obligation" means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

"Contributing Guarantors" as defined in Section 7.2.

"Conversion/Continuation Date" means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

"Conversion/Continuation Notice" means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

"Co-Syndication Agent" as defined in the preamble hereto.

"Counterpart Agreement" means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

"Credit Document" means any of (a) this Agreement, the Term Loan Notes, if any, and the Collateral Documents, and (b) all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent or any Lender in connection herewith.

"Credit Party" means each Person (other than any Agent or any Lender or any other representative thereof) from time to time party to a Credit Document.

"Currency Agreement" means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with NewPageHoldCo’s and its Subsidiaries’ business and not for speculative purposes.

"Default" means a condition or event that, after notice or lapse of time or both would constitute an Event of Default.

"Deposit Account" means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

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"Dollars" and the sign "$" mean the lawful money of the United States of America.

"Domestic Subsidiary" means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

"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), and (ii) any 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 as one of its businesses; provided , no Affiliate of NewPageHoldCo or Sponsor other than a Sponsor Affiliated Lender or Sponsor Affiliated Institutional Lender shall be an Eligible Assignee.

"Employee Benefit Plan" means any "employee benefit plan" as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, NewPageHoldCo, any of its Subsidiaries or any of their respective ERISA Affiliates.

"Environmental Claim" means any investigation, written notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other written order or directive, by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Release or threatened Release of Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

"Environmental Laws" means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other legally enforceable requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use, natural resources or the protection of human, plant or animal health or welfare, in any manner applicable to NewPageHoldCo or any of its Subsidiaries or any Facility.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

"ERISA Affiliate" means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the

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Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of NewPageHoldCo or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of NewPageHoldCo or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of NewPageHoldCo or such Subsidiary and with respect to liabilities arising after such period for which NewPageHoldCo or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

"ERISA Event" means (i) a "reportable event" within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by NewPageHoldCo, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to NewPageHoldCo, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on NewPageHoldCo, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of NewPageHoldCo, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by NewPageHoldCo, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on NewPageHoldCo, any of its Subsidiaries or any of their respective ERISA Affiliates of material fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under

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Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against NewPageHoldCo, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

"Eurodollar Rate Loan" means a Term Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

"Event of Default" means each of the conditions or events set forth in Section 8.1.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

"Existing Indebtedness " means all Indebtedness of the Coated and Carbonless Papers Group as in existence immediately prior to the Paper Business Acquisition.

"Existing Term Loan" means a Term Loan made by a Lender to NewPageCo pursuant to Section 2.1(a).

"Existing Term Loan Commitment" means the commitment of a Lender to make or otherwise fund an Existing Term Loan and "Existing Term Loan Commitments" means such commitments of all Lenders in the aggregate. The amount of each Lender’s Existing Term Loan Commitment, if any, is set forth on Appendix A or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Existing Term Loan Commitments as of the Closing Date is $750,000,000.

"Existing Term Loan Exposure" means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Existing Term Loans of such Lender; provided , at any time prior to the making of the Existing Term Loans, the Existing Term Loan Exposure of any Lender shall be equal to such Lender’s Existing Term Loan Commitment.

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"Existing Term Loan Maturity Date" means the earlier of (i) the 6th anniversary of the Closing Date, and (ii) the date that all Existing Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

"Facility" means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by NewPageHoldCo or any of its Subsidiaries or any of their respective predecessors or Affiliates.

"Fair Share" as defined in Section 7.2.

"Fair Share Contribution Amount" as defined in Section 7.2.

"Federal Funds Effective Rate" means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided , (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

" Fiber Supply Agreements " shall mean those certain Fiber Supply Agreements dated as of May 2, 2005, between TimberCo and certain Subsidiaries of NewPageHoldCo, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

"Financial Officer Certification" means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of NewPageHoldCo that such financial statements fairly present, in all material respects, the financial condition of NewPageHoldCo and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes.

"Financial Plan" as defined in Section 5.1(i).

"First Priority" means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than (i) Second Priority Liens that are subject to the Intercreditor Agreement and the Collateral Trust Agreement and (ii) Permitted Collateral Liens.

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"Fiscal Quarter" means a fiscal quarter of any Fiscal Year.

"Fiscal Year" means the fiscal year of NewPageHoldCo and its Subsidiaries ending on December 31 of each calendar year.

"Fixed Charge Coverage Ratio" means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter Period then ending, to (ii) Consolidated Fixed Charges for such four-Fiscal Quarter Period.

"Flood Hazard Property" means any Real Estate Asset subject to a mortgage in favor of Collateral Trustee, for the benefit of the Lenders, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

"Foreign Cash Equivalents" means the foreign equivalent of Cash and Cash Equivalents described in clauses (i), (ii) and (iv) of the definition of Cash Equivalents in respect of each country that is a member of the Organization for Economic Development.

"Foreign Subsidiary" means any Subsidiary that is not a Domestic Subsidiary.

"Funding Guarantors" as defined in Section 7.2.

"Funding Notice" means a notice substantially in the form of Exhibit A-1.

"GAAP" means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

"Governmental Acts" means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority.

"Governmental Authority" means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

"Governmental Authorization" means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

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"Grantor" as defined in the Pledge and Security Agreement.

"Guaranteed Obligations" as defined in Section 7.1.

"Guarantor" means each of NewPageHoldCo and each Domestic Subsidiary of NewPageHoldCo (other than NewPageCo). As of the Closing Date, such Subsidiary Guarantors shall include Chilicothe Paper, Inc., NewPage Energy Services LLC, Upland Resources Inc., Rumford Cogeneration Inc. and Rumford Falls Power Company.

"Guarantor Subsidiary" means each Guarantor other than NewPageHoldCo.

"Guaranty" means the guaranty of each Guarantor set forth in Section 7.

"Hazardous Materials" means any chemical, material or substance, exposure to which is prohibited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the environment.

"Hazardous Materials Activity" means any activity involving the use, storage, Release, threatened Release, generation, transportation, processing, treatment, disposal, disposition or handling of any Hazardous Materials, including any Remedial Action.

"Hedge Agreement" means, excluding the Commodities Hedge Agreement, (i) an Interest Rate Agreement or a Currency Agreement entered into with a Lender Counterparty in order to satisfy the requirements of this Agreement or otherwise in the ordinary course of NewPageCo’s or any of its Subsidiaries’ businesses or (ii) 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 entered into with a Lender Counterparty 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.

"Highest Lawful Rate" means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender from time to time in effect.

"Historical Financial Statements" means as of the Closing Date, (i) the audited financial statements of the Coated and Carbonless Papers Group for the 11-month period ended December 31, 2002 and the Fiscal Years ended December 31, 2003 and December 31, 2004, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of the

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Coated and Carbonless Papers Group as at the most recently ended Fiscal Quarter of the then-current Fiscal Year for which such statements are available, if any, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three-, six-or nine-month period, as applicable, ending on such date, and, in the case of clauses (i) and (ii), certified by the chief financial officer of NewPageCo that they fairly present, in all material respects, the financial condition of the Coated and Carbonless Papers Group as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes.

"Increased Amount Date" as defined in Section 2.24.

"Increased-Cost Lenders" as defined in Section 2.23.

"Indebtedness" , as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof including any earn out or similar obligation payable more than six months after the date of any Permitted Acquisition or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (ix) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; and (x) all obligations of such Person in respect of any exchange traded or over the counter derivative

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transaction, including, without limitation, any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; provided , in no event shall obligations under any Interest Rate Agreement and any Currency Agreement be deemed "Indebtedness" for any purpose under Section 6.8. For purposes of this definition, (A) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, (B) the amount of any Indebtedness described in clause (iv) above for which recourse is limited to certain property of such Person shall be the lower of the amount of the obligation and fair market value of the property securing such obligation, and (C) the principal amount of the Indebtedness under any Hedge Agreement at any time shall be equal to the amount payable as a result of the termination of such Hedge Agreement at such time. Notwithstanding the foregoing, in connection with the purchase by NewPageCo or any of its Subsidiaries 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.

"Indemnified Liabilities" means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, in each case other than Taxes, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Term Loans or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); or (ii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of NewPageHoldCo or any of its Subsidiaries.

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"Indemnitee" as defined in Section 10.3.

"Installment" as defined in Section 2.12.

"Installment Date" as defined in Section 2.12.

"Intercreditor Agreement" means the Intercreditor Agreement substantially in the form of Exhibit L, dated as of the date hereof, among NewPageCo, the Guarantors, the Collateral Trustee, and JPMorgan Chase Bank, N.A., in its capacity as the Collateral Agent under the NewPageCo Revolving Credit Agreement, as it may be amended, supplemented or otherwise modified from time to time

"Interest Coverage Ratio" means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended, to (ii) Consolidated Cash Interest Expense for such four-Fiscal Quarter period.

"Interest Payment Date" means with respect to (i) any Base Rate Loan, each March 31, June 30, September 30 and December 30 of each year, commencing on the first of such dates to occur after the Closing Date through the final maturity date of such Term Loan and (ii) any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Eurodollar Rate Loan; provided , in the case of each Interest Period of longer than three months "Interest Payment Date" shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

"Interest Period" means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months, as selected by NewPageCo in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Closing Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided , (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c), of this definition, end on the last Business Day of a calendar month; and (c) no Interest Period with respect to any portion of any Class of Term Loans shall extend beyond such Class’s Term Loan Maturity Date.

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"Interest Rate Agreement" means any interest rate swap agreement (whether from fixed to floating or from floating to fixed), interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with NewPageHoldCo’s and its Subsidiaries’ operations and not for speculative purposes.

"Interest Rate Determination Date" means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

"Investment" means (i) any direct or indirect purchase or other acquisition by NewPageHoldCo or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than NewPageCo or a Guarantor Subsidiary); (ii) any direct or indirect purchase or other acquisition for value, by any Subsidiary of NewPageHoldCo from any Person (other than NewPageHoldCo, NewPageCo or any Guarantor Subsidiary), of any Capital Stock of such Person; and (iii) any direct or indirect loan, advance (other than advances to officers and employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by NewPageHoldCo or any of its Subsidiaries to any other Person (other than NewPageHoldCo, NewPageCo or any Guarantor Subsidiary), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

"IPO" means a bona fide underwritten initial public offering of Capital Stock of NewPageHoldCo (or the direct or indirect parent of NewPageHoldCo) pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission resulting in total gross proceeds received by NewPageHoldCo, its direct or indirect parent or any holder of the Capital Stock of NewPageHoldCo or such parent of at least $200,000,000.

"Joinder Agreement" means an agreement substantially in the form of Exhibit P.

"Joint-Lead Arranger" as defined in the preamble hereto.

"Joint Venture" means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided , in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

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"Landlord Consent and Estoppel" means, with respect to any Material Leasehold Interest, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Credit Party tenant, such Landlord Consent and Estoppel to be in form and substance acceptable to Collateral Trustee in its reasonable discretion, but in any event sufficient for Collateral Trustee to obtain a Title Policy with respect to such Mortgage.

"Landlord Personal Property Collateral Access Agreement" means a Landlord Waiver and Consent Agreement substantially in the form of Exhibit K with such amendments or modifications as may be approved by Collateral Trustee.

"Leasehold Property" means any leasehold interest of any Credit Party as lessee under any lease of real property.

"Lender" means each financial institution listed on the signature pages hereto as a Lender, or, in the case of Lenders on and after the Second Amendment Closing Date, on Appendix B to the Second Amendment and any other Person that becomes a party hereto pursuant to an Assignment Agreement.

"Lender Counterparty" means each Lender or any Affiliate of a Lender counterparty to a Hedge Agreement (including any Person who is a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be a Lender) including, without limitation, each such Affiliate that enters into a joinder agreement with Collateral Trustee.

"Lien" means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

"Margin Stock" as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

"Material Adverse Effect" means a material adverse effect on and/or material adverse developments with respect to (i) the business operations, properties, assets or financial condition of NewPageHoldCo and its Subsidiaries taken as a whole, and, prior to the Closing Date, NewPageHoldCo, its Subsidiaries and the Paper Business taken as a whole; (ii) the ability of the Credit Parties taken as a whole to fully and timely perform the Obligations; (iii) the

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legality, validity, binding effect or enforceability against a Credit Party of a material Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any material Credit Document.

"Material Contract" means any contract or other written agreement to which NewPageHoldCo or any of its Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

"Material Leasehold Interest" means any Leasehold Property held by a Credit Party which, if not held by such party, would have a Material Adverse Effect.

"Material Real Estate Asset" means (i) any fee-owned Real Estate Asset having a fair market value in excess of $500,000 as of the date of the acquisition thereof or (ii) any Real Estate Asset that the Requisite Lenders have determined is material to the business, operations, properties, assets or condition (financial or otherwise) of NewPageHoldCo or any Subsidiary thereof, including NewPageCo.

"MeadWestvaco" means MeadWestvaco Corporation, a Delaware corporation.

"Moody’s" means Moody’s Investor Services, Inc.

"Mortgage" means a Mortgage or Deed of Trust substantially in the form of Exhibit J, as it may be amended, supplemented or otherwise modified from time to time.

"Multiemployer Plan" means any Employee Benefit Plan which is a "multiemployer plan" as defined in Section 3(37) of ERISA.

"NAIC" means The National Association of Insurance Commissioners and any successor thereto.

"Narrative Report" means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of NewPageHoldCo and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate; provided , that such narrative report may be in the form of a management’s discussion and analysis of financial condition and results of operations customarily included in filings made with the Securities and Exchange Commission.

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"Net Asset Sale Proceeds" means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by NewPageHoldCo or any of its Subsidiaries from such Asset Sale (net of purchase price adjustments reasonably expected to be payable in connection therewith; provided that to the extent such purchase price adjustment is determined to be not payable or is otherwise not paid within 180 days of such Asset Sale (other than as a result of a dispute with respect to such purchase price adjustment which is subject to a resolution procedure set forth in the applicable transaction documents), such proceeds shall constitute Net Asset Sale Proceeds), minus (ii) any bona fide costs incurred in connection with such Asset Sale, including (a) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale and any transfer, documentary or other taxes payable by seller in connection therewith, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Term Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale and (c) a reasonable reserve for any payments (fixed or contingent) attributable to the seller’s indemnities and representations and warranties to the purchaser or the seller’s retained liabilities in respect of such Asset Sale undertaken by NewPageHoldCo or any of its Subsidiaries in connection with such Asset Sale including pension and other post-employment benefit liabilities and liabilities related to environmental matters and liabilities under indemnification obligations associated with such Asset Sale, and (d) brokerage fees, accountants’ fees, investment banking fees, legal fees, costs and expenses, survey costs, title insurance premiums and other customary fees, costs and expenses actually incurred in connection with such Asset Sale.

"Net Income" means the net income (loss) of NewPageHoldCo and its Subsidiaries, determined on a consolidated basis and in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however, without duplication:

(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 dollar thresholds provided in the definition thereof); or (b) the disposition of any securities by NewPageHoldCo or any its Subsidiaries or the extinguishment of any Indebtedness of NewPageHoldCo or any of its 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 Agreements (including those resulting from the application of FAS 133), to the extent that such gains or losses are deducted in computing Net Income.

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"Net Insurance/Condemnation Proceeds" means an amount equal to: (i) any Cash payments or proceeds received by NewPageHoldCo or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of NewPageHoldCo or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by NewPageHoldCo or any of its Subsidiaries in connection with the adjustment or settlement of any claims of NewPageHoldCo or such Subsidiary in respect thereof, including, without limitation, payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Term Loans) that is secured by a Lien on the assets in question and that is required to be repaid under the terms thereof as a result of such loss, eminent domain, condemnation or otherwise or such sale, and (b) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain recognized in connection therewith and any transfer, documentary or other taxes payable in connection therewith and legal fees, costs and expenses, and other customary fees, costs and expenses actually incurred.

"NewPageCo" as defined in the preamble hereto.

"NewPageHoldCo" as defined in the preamble hereto.

"NewPageHoldCo PIK Note Documents" means the NewPageHoldCo PIK Note Indenture, the NewPageHoldCo PIK Notes and each other document executed in connection therewith, and any documents executed in connection with any refinancings or replacements thereof to the extent permitted under Section 6.1, as each such document may be amended, restated, supplemented or otherwise modified from time to time.

"NewPageHoldCo PIK Note Indenture" means that certain Indenture dated as of the date hereof, pursuant to which the NewPageHoldCo PIK Notes are issued.

"NewPageHoldCo PIK Notes" means the notes issued pursuant to the NewPageHoldCo PIK Note Indenture in the aggregate principal amount of not less than $125,000,000 and any promissory notes issued in respect of any refinancing or replacement of such NewPageHoldCo PIK Notes in a transaction permitted under Section 6.1, in each case as such notes may thereafter be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under Section 6.16.

"NewPageHoldCo PIK Notes Indebtedness" means the obligations of NewPageHoldCo pursuant to the NewPageHoldCo PIK Note Documents.

"New Term Loan Commitments" as defined in Section 2.24.

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"New Term Loan Exposure" means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the New Term Loans of such Lender.

"New Term Loan Lender" as defined in Section 2.24.

"New Term Loan Maturity Date" means the date that New Term Loans of a Series shall become due and payable in full hereunder, as specified in the applicable Joinder Agreement, including by acceleration or otherwise.

"New Term Loans" as defined in Section 2.24.

"Non-Consenting Lender" as defined in Section 2.23.

"Non-US Lender" as defined in Section 2.20(c).

"Notes Offering Memorandum" shall mean that certain Offering Memorandum dated as of April 22, 2005, relating to the issuance of the Senior Secured Fixed Rate Notes, the Senior Secured Floating Rate Notes and the Senior Subordinated Notes.

"Notice" means the Funding Notice or a Conversion/Continuation Notice.

"Obligations" means all obligations of every nature of each Credit Party from time to time owed to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties, under any Credit Document or Hedge Agreement (including, without limitation, with respect to a Hedge Agreement, obligations owed thereunder to any person who was a Lender or an Affiliate of a Lender at the time such Hedge Agreement was entered into), whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise.

"Obligee Guarantor" as defined in Section 7.7.

"Organizational Documents" means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, or, as the case may be, its memorandum and articles, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended, and (v) with respect to any other Person, comparable

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instruments and documents. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such "Organizational Document" shall only be to a document of a type customarily certified by such governmental official.

"Other Taxes" means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including interest, fines, penalties and additions to tax) arising from any payment made or required to be made under any Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Credit Document.

"Paper Business" means the businesses of the Coated and Carbonless Papers Group.

"Paper Business Acquisition" means the consummation of the acquisition of the Coated and Carbonless Papers Group and the other transactions contemplated by the Purchase Agreement, except the purchase of the Timber Business.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto.

"Pension Plan" means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

"Perfection Certificate" shall mean a certificate in the form of Exhibit N-1 or any other form approved by the Administrative Agent, as it shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

"Perfection Certificate Supplement" shall mean a certificate supplement in the form of Exhibit N-2 or any other form approved by the Administrative Agent.

"Permitted Acquisition" means any acquisition by NewPageCo or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Capital Stock of, or a business line or unit or a division of, any Person; provided ,

• (i) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

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• (ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

  (iii) in the case of the acquisition of Capital Stock, all of the Capital Stock (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of NewPageCo in connection with such acquisition shall be owned 100% by NewPageCo or a Guarantor Subsidiary thereof, and NewPageCo shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of NewPageCo, each of the actions set forth in Sections 5.10 and/or 5.11, as applicable;

  (iv) NewPageHoldCo and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.8 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended (as determined in accordance with Section 6.8(f));

  (v) NewPageCo shall have delivered to Administrative Agent (A) at least 10 Business Days prior to such proposed acquisition, a Compliance Certificate evidencing compliance with Section 6.8 as required under clause (iv) above, together with all relevant financial information with respect to such acquired assets, including, without limitation, the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.8;

  (vi) any Person or assets or division as acquired in accordance herewith shall be engaged solely in a Permitted Business; and

  (vii) such Permitted Acquisition shall be consensual and shall have been approved by the Board of Directors of the Person being acquired.

"Permitted Business" means any business engaged in by the Coated and Carbonless Papers Group on the date the Paper Business Acquisition is consummated and any business or other activities that are reasonably similar, or related to, the business in which the Coated and Carbonless Papers Group is engaged on such date.

"Permitted Collateral Liens" means (i) in the case of Collateral not constituting a Real Property Asset, the Liens described in clauses (a), (b), (c), (d) with respect to Liens on cash and cash deposits, equipment and fixtures only, (g), (i), (j), (k), (n) and (p) of Section 6.2 and (ii) in the case of Collateral constituting a Real Property Asset, the Liens described in clauses (a), (b), (c), (d), (e), (f), (j), (k), (l), (m), (n), (s) and (t) of Section 6.2.

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" Permitted Cure Securities " means equity Securities of NewPageHoldCo having no mandatory redemption, repurchase, repayment or similar requirements prior to the date which occurs six (6) months after the final maturity date of the Senior Subordinated Notes and upon which all dividends or distributions, at the election of NewPageHoldCo, may be payable in additional shares of such Security.

" Permitted Holders " means Sponsor and any of its affiliated investment funds or managed accounts which are managed or advised by Sponsor or an Affiliate of Sponsor in the ordinary course of business and pursuant to written agreements.

"Permitted Liens" means each of the Liens permitted pursuant to Section 6.2.

"Person" means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

"Phase I Report" means, with respect to any Facility, a report that (i) conforms to the ASTM Standard Practice for Environmental Site Assessments, E 1527-00 or, if reasonably requested by the Administrative Agent, USEPA’s currently applicable standards for "All Appropriate Inquiry", and (ii) was conducted no more than six months prior to the date such report is required to be delivered hereunder, by one or more environmental consulting firms reasonably satisfactory to Administrative Agent.

"Pledge and Security Agreement" means the Pledge and Security Agreement to be executed by NewPageCo and each Guarantor substantially in the form of Exhibit I, as it may be amended, supplemented or otherwise modified from time to time.

"Prime Rate" means the rate of interest quoted in The Wall Street Journal , Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

"Principal Office" means the Administrative Agent’s "Principal Office" as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to NewPageCo and each Lender.

"Projections" as defined in Section 4.8.

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" Property " shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Capital Stock or other ownership interests of any Person and whether now in existence or owned or hereafter entered into or acquired, including, without limitation, all Real Estate Assets.

"Pro Rata Share" means (i) with respect to all payments, computations and other matters relating to the Existing Term Loan of any Lender, the percentage obtained by dividing (a) the Existing Term Loan Exposure of any Lender by (b) the aggregate Existing Term Loan Exposure of all Lenders and (ii) with respect to all payments, computations and other matters relating to New Term Loans of a particular Series, the percentage obtained by dividing (a) the New Term Loan Exposure of any Lender with respect to that Series by (b) the aggregate New Term Loan Exposure of all Lenders with respect to that Series. For all other purposes with respect to each Lender, "Pro Rata Share" means the percentage obtained by dividing (A) an amount equal to the sum of the Existing Term Loan Exposure and the New Term Loan Exposure of any Lender, by (B) an amount equal to the sum of the aggregate Existing Term Loan Exposure and the aggregate New Term Loan Exposure of all Lenders.

"Purchase Agreement" means that certain Equity and Asset Purchase Agreement dated as of January 14, 2005 by and between MeadWestvaco and TimberCo as it may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under Section 6.15.

"Real Estate Asset" means, at any time of determination, any fee interest then owned by any Credit Party in any real property.

"Register" as defined in Section 2.7(b).

"Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Reimbursement Date" as defined in Section 2.4(d).

"Related Agreements" means, collectively, the Purchase Agreement, the Revolving Credit Agreement, the NewPageHoldCo PIK Note Documents, the Senior Secured Fixed Rate Note Documents, the Senior Secured Floating Rate Note Documents, the Senior Subordinated Note Documents, the Commodities Hedge Agreement, the Fiber Supply Agreements, the Allocation and Services Agreement, and the Transition Services Agreement.

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"Related Fund" means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Release" means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

"Remedial Action" means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the environment; (ii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (iii) any response actions authorized by 42 U.S.C. 9601 et. seq.

"Replacement Lender" as defined in Section 2.23.

"Requisite Class Lenders" means, at any time of determination, (i) for the Class of Lenders having Existing Term Loan Exposure, Lenders holding more than 50% of the aggregate Existing Term Loan Exposure of all Lenders; and (ii) for each Class of Lenders having New Term Loan Exposure, Lenders holding more than 50% of the aggregate New Term Loan Exposure of that Class. For purposes of this definition, the amount of the Existing Term Loan Exposure held by such Class of Lenders or the amount of the New Term Loan Exposure held by each Class of New Term Loan Lenders, as applicable, ("Class Voting Power Determinants") shall be determined by excluding all Class Voting Power Determinants held or beneficially owned by a Sponsor Affiliated Lender but including all Class Voting Power Determinants held or beneficially owned by Sponsor Affiliated Institutional Lenders so long as the aggregate Class Voting Power Determinants held or beneficially owned by all Sponsor Affiliated Institutional Lenders does not exceed 30% of all Class Voting Power Determinants. If the aggregate Class Voting Power Determinants held or beneficially owned by all Sponsor Affiliated Institutional Lenders exceed more than 30%, then, for purposes solely of this definition, (x) the Class Voting Power Determinants held or beneficially owned by Sponsor Affiliated Institutional Lenders shall be ratably reduced so as to equal, in the aggregate, 30% of the aggregate Class Voting Power Determinants and (y) the Class Voting Power Determinants held or beneficially owned by Lenders other than Sponsor Affiliated Institutional Lenders shall be ratably increased so as to equal, in the aggregate, 70% of the aggregate Class Voting Power Determinants.

"Requisite Lenders" means one or more Lenders having or holding Existing Term Loan Exposure and/or New Term Loan Exposure and representing more than 50% of the sum of (i) the aggregate Existing Term Loan Exposure of all Lenders and (ii) the aggregate New Term Loan Exposure of all Lenders. For purposes of this definition, the amount of the Existing

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Term Loan Exposure or New Term Loan Exposure, as applicable, ("Voting Power Determinants") shall be determined by excluding all Voting Power Determinants held or beneficially owned by a Sponsor Affiliated Lender but including all Voting Power Determinants held or beneficially owned by Sponsor Affiliated Institutional Lenders so long as the aggregate Voting Power Determinants held or beneficially owned by all Sponsor Affiliated Institutional Lenders does not exceed 30% of all Voting Power Determinants. If the aggregate Voting Power Determinants held or beneficially owned by all Sponsor Affiliated Institutional Lenders exceed more than 30%, then, for purposes solely of this definition, (x) the Voting Power Determinants held or beneficially owned by Sponsor Affiliated Institutional Lenders shall be ratably reduced so as to equal, in the aggregate, 30% of the aggregate Voting Power Determinants and (y) the Voting Power Determinants held or beneficially owned by Lenders other than Sponsor Affiliated Institutional Lenders shall be ratably increased so as to equal, in the aggregate, 70% of the aggregate Voting Power Determinants.

"Restricted Junior Payment" means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of NewPageHoldCo or NewPageCo now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of NewPageHoldCo or NewPageCo now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of NewPageHoldCo or NewPageCo now or hereafter outstanding; (iv) management or similar fees payable to Sponsor or any of its Affiliates; or (v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, the NewPageHoldCo PIK Notes (other than payments of interest solely with the issuance of additional notes as permitted by the NewPageHoldCo PIK Note Documents), the Revolving Credit Agreement, any Senior Secured Floating Rate Notes, the Senior Secured Fixed Rate Notes or the Senior Subordinated Notes.

"Revolving Credit Agreement" means that certain Revolving Credit and Guaranty Agreement dated as of the date hereof among NewPageCo, as borrower, the Guarantors, the lenders party thereto, GSCP as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent, and Administrative Agent, and JPMorgan Chase Bank, N.A., as Collateral Agent, as amended, restated, replaced, supplemented or modified from time to time in accordance with the provision of Section 6.15 hereof and the Intercreditor Agreement.

"Revolving Credit Agreement Documents" means the Revolving Credit Agreement, the notes issues pursuant thereto and each other document executed in connection therewith, and any documents executed in connection with any refinancings or replacements thereof to the extent permitted under Section 6.1, as each such document may be amended, restated, supplemented or otherwise modified from time to time.

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"Rumford JV Interests" means the Capital Stock of Rumford Cogeneration Company LP not owned as of the date of this Agreement, directly or indirectly, by a Subsidiary of NewPageCo.

"S&P" means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

"Second Amendment" means that certain Second Amendment to Term Loan Credit and Guaranty Agreement dated as of January 30, 2007, by and among NewPageCo, the Guarantors, the lenders party thereto, GSCP as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent, and Administrative Agent and UBSS as Joint Lead Arranger, Joint Bookrunner, and as Co-Syndication Agent.

"Second Amendment Closing Date" means January 30, 2007

"Second Lien Financing Collateral" means all property and assets of the Credit Parties other than the Revolving Credit Collateral (as defined in the Intercreditor Agreement).

"Second Priority" means, with respect to any Lien purported to be created on any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than (i) First Priority Liens to secure the Indebtedness under the Revolving Credit Agreement or any refinancing Indebtedness with respect thereto permitted under Section 6.1, in either case that are subject to the Intercreditor Agreement and (ii) Permitted Collateral Liens.

"Secured Parties" has the meaning assigned to that term in the Pledge and Security Agreement.

"Securities" means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as "securities" or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

"Securities Act" means the Securities Act of 1933, as amended from time to time, and any successor statute.

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"Senior Leverage Ratio" means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Senior Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

"Senior Officer" means the President, Chief Executive Officer, Chief Financial Officer, or Chief Operating Officer of NewPageCo.

"Senior Secured Fixed Rate Notes" means the 10% Senior Secured Fixed Rate Notes Due 2012 of NewPageCo in the aggregate principal amount of not less than $350,000,000 and issued pursuant to the Senior Secured Fixed Rate Notes Indenture, and any registered notes issued by NewPageCo in exchange for, and as contemplated by, such notes with substantially identical terms as such notes, and any promissory notes issued in respect of any refinancing or replacement of such Senior Secured Fixed Rate Notes in a transaction permitted under Section 6.1, in each case as such notes may thereafter be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under Section 6.15.

"Senior Secured Fixed Rate Notes Documents" means the Senior Secured Fixed Rate Notes Indenture, the Senior Secured Fixed Rate Notes and each other document executed in connection with the Notes and any documents executed in connection with any refinancings and replacements thereof to the extent permitted under Section 6.1, as each such document may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under Section 6.15.

"Senior Secured Fixed Rate Notes Indebtedness" means the obligations of NewPageCo pursuant to the Senior Secured Fixed Rate Note Documents.

"Senior Secured Fixed Rate Notes Indenture" means that certain Indenture, dated May 2, 2005, pursuant to which the Senior Secured Fixed Rate Notes are issued.

" Senior Secured Fixed Rate Notes Trustee " means HSBC Bank USA, N.A., as trustee under the Senior Secured Fixed Rate Notes Indenture, and its successors and assigns.

"Senior Secured Floating Rate Notes" means the Senior Secured Floating Rate Notes Due 2012 of NewPageCo in the aggregate principal amount of not less than $225,000,000 and issued pursuant to the Senior Secured Floating Rate Notes Indenture, and any registered notes issued by NewPageCo in exchange for, and as contemplated by, such notes with substantially identical terms as such notes, and any promissory notes issued in respect of any refinancing or replacement of such Senior Secured Floating Rate Notes in a transaction permitted under Section 6.1, in each case as such notes may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under Section 6.15.

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"Senior Secured Floating Rate Notes Documents" means the Senior Secured Floating Rate Notes Indenture, the Senior Secured Floating Rate Notes and each other document executed in connection with the Notes, and any documents executed in connection with any refinancings or replacements thereof to the extent permitted under Section 6.1, as each such document may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under Section 6.15.

"Senior Secured Floating Rate Notes Indebtedness" means the obligations of NewPageCo pursuant to the Senior Secured Notes Documents.

"Senior Secured Floating Rate Notes Indenture" means that certain Indenture, dated May 2, 2005, pursuant to which the Senior Secured Floating Rate Notes are issued.

" Senior Secured Floating Rate Notes Trustee " means HSBC Bank USA, N.A., as trustee under the Senior Secured Floating Rate Notes Indenture, and its successors and assigns.

"Senior Subordinated Notes" means the 12% Senior Subordinated Notes Due 2013 of NewPageCo in the aggregate principal amount of not less than $200,000,000 and issued pursuant to the Senior Subordinated Notes Indenture, and any registered notes issued by NewPageCo in exchange for, and as contemplated by, such notes with substantially identical terms as such notes, and any subordinated promissory notes issued in respect of any refinancing or replacement of such Senior Subordinated Notes in a transaction permitted under Section 6.1, in each case as such notes may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under Section 6.16.

"Senior Subordinated Notes Documents" means the Senior Subordinated Notes Indenture, the Senior Subordinated Notes and each other document executed in connection with the Notes, as each such document may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under Section 6.16.

"Senior Subordinated Notes Indebtedness" means the obligations of NewPageCo pursuant to the Senior Subordinated Notes Documents.

"Senior Subordinated Notes Indenture" means that certain Indenture, dated May 2, 2005, pursuant to which the Senior Subordinated Notes are issued.

"Series" as defined in Section 2.24.

"Settlement Confirmation" as defined in Section 10.6(b).

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"Settlement Service" as defined in Section 10.6(d).

"Significant Subsidiary" means any Subsidiary of NewPageHoldCo 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 hereof; provided , however , at all times NewPageCo shall be deemed to be a "Significant Subsidiary".

"Solvency Certificate" means a Solvency Certificate of the chief financial officer of NewPageHoldCo substantially in the form of Exhibit G-2.

"Solvent" means, with respect to any Credit Party, that as of the date of determination, (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s present assets; (b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise). For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No.5).

"Sponsor" means Cerberus Capital Management L.P.

"Sponsor Affiliated Institutional Lender" means a bank, insurance company, investment bank, commercial finance company or other institutional lender that is an Affiliate of NewPageCo as a result of common direct or indirect ownership by Sponsor, so long as (i) Sponsor owns directly or indirectly less than all of the Capital Stock of such Lender, and (ii) Sponsor does not directly appoint any Person with responsibility for reviewing or approving credit decisions with respect to the transactions contemplated by the Loan Documents; provided that such Person shall agree in the applicable Assignment and Acceptance (or in its Lender Addendum, as applicable) that it will not provide any information obtained by such Sponsor Affiliated Institutional Lender in its capacity as a Lender to Sponsor or any Affiliate of Sponsor.

"Sponsor Affiliated Lender" means investment funds or managed accounts with respect to which Sponsor or an Affiliate of Sponsor is an advisor or manager in the ordinary course of business and pursuant to written agreements provided such Person executes a waiver in form and substance reasonably satisfactory to Administrative Agent that it shall have no right whatsoever so long as such Person is an Affiliate of NewPageCo, NewPageHoldCo or Sponsor,

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and except as provided under Section 11.5(e), (i) to consent to any amendment, modification, waiver, consent or other such action with respect to any of the terms of this Agreement or any other Credit Document, (ii) to require any Agent or other Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Credit Document, (iii) otherwise vote on any matter related to this Agreement or any other Credit Document, (iv) attend any meeting with any Agent or Lender or receive any information from any Agent or Lender or (v) make or bring any claim, in its capacity as Lender, against the Agent or any Lender with respect to the duties and obligations of such Persons under the Credit Documents.

"Subject Transaction" as defined in Section 6.8(f).

"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof 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; provided , in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a "qualifying share" of the former Person shall be deemed to be outstanding.

"Tax" means any present or future tax, levy, impost, duty or similar assessment, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority; provided , "Tax on the overall net income" of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office).

"Term Loan" means an Existing Term Loan made by a Lender to NewPageCo pursuant to Section 2.1(a) or a New Term Loan made by a Lender to NewPageCo pursuant to Section 2.24.

"Term Loan Commitment" means the Existing Term Loan Commitment or the New Term Loan Commitment of a Lender and "Term Loan Commitments" means such commitments of all Lenders in the aggregate.

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"Term Loan Maturity Date" means the Existing Term Loan Maturity Date and the New Term Loan Maturity Date of any Series of New Term Loans.

"Term Loan Note" means a promissory note in the form of Exhibit B, as it may be amended, supplemented or otherwise modified from time to time.

"Terminated Lender" as defined in Section 2.23.

"Timber Business" means the ownership, operation, maintenance, and harvesting of the Timberlands (as defined in the Purchase Agreement) and the use or sale of products derived therefrom, which is being acquired by TimberCo pursuant to the Purchase Agreement.

"Timber Business Acquisition" means the consummation of the acquisition of the Timber Business and the related transactions contemplated by the Purchase Agreement except the purchase of the Paper Business.

"TimberCo" means Escanaba Timber LLC, a Delaware limited liability company.

"TimberCo Credit Agreement" means that certain Term Loan Credit and Guaranty Agreement dated as of the date hereof providing for term loans in an aggregate amount equal to $235,000,000 among TimberCo, as borrower, the guarantors thereunder, the lenders party thereto, GSCP as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent, and Administrative Agent, and General Electric Capital Corporation, as Collateral Agent, as amended, restated, replaced, supplemented or modified from time to time in accordance with the provision of Section 6.15 hereof.

"Title Policy" as defined in Section 3.1(i).

"Total Leverage Ratio" means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Total Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

"Transaction Costs" means the fees, costs and expenses payable by NewPageHoldCo, NewPageCo or any of NewPageCo’s Subsidiaries on or before the Closing Date (or within a reasonable period of time after the Closing Date) in connection with the transactions contemplated by the Credit Documents and the Related Agreements which Transaction Costs shall not exceed $154,000,000.

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" Transition Services Agreement " means (i) the Transition Services Agreement between MeadWestvaco Corporation and NewPageCo, (ii) the Information Technology Transition Services Agreement between MeadWestvaco Corporation and NewPageCo, (iii) the Human Resources Transition Services Agreement between MeadWestvaco Corporation and NewPageCo, (iv) the Wickliffe Services Agreement between MeadWestvaco Corporation and NewPageCo, (v) the Chillicothe Services Agreement between MeadWestvaco Corporation and Chillicothe Paper, Inc., and (vi) the Lease and Services Agreement between MeadWestvaco Corporation and Chillicothe Paper, Inc, each dated as of April 30, 2005, as the same may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under Section 6.15.

"Type of Loan" means a Base Rate Loan or a Eurodollar Rate Loan.

"UCC" means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

"Unadjusted Eurodollar Rate Component" means that component of the interest costs to NewPageCo in respect of a Eurodollar Rate Loan that is based upon the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate.

" Wholly Owned Subsidiary " shall mean, as to any Person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (b) any partnership, association, joint venture, limited liability company or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person own 100% of the Capital Stock of such partnership, association, joint venture, limited liability company or other entity at such time. Unless otherwise set forth herein, reference in this Agreement to "Wholly Owned Subsidiary" shall mean NewPageCo’s direct and indirect Wholly Owned Subsidiaries.

1.2. Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by NewPageHoldCo to Lenders pursuant to Section 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial statements. In the event that any Accounting Change shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then NewPageHoldCo and Administrative Agent agree to enter into negotiations to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired

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result that the criteria for evaluating NewPageHoldCo’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the appropriate Credit Parties and the Requisite Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred.

1.3. Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word "include" or "including", when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

SECTION 2. TERM LOANS

2.1 [Reserved].

2.2 Term Loans.

(a) Term Loan Commitments . Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing Date, a Term Loan to NewPageCo in an amount equal to such Lender’s Existing Term Loan Commitment. NewPageCo may make only one borrowing under the Existing Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13 and 2.14, all amounts owed hereunder with respect to the Existing Term Loans shall be paid in full no later than the Existing Term Loan Maturity Date. Each Lender’s Existing Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Existing Term Loan Commitment on such date.

(b) Borrowing Mechanics for Term Loans .

• (i) NewPageCo shall deliver to Administrative Agent a fully executed Funding Notice no later than one (1) Business Day prior to the Closing Date for Base Rate Loans and no later than three (3) Business Days prior to the Closing Date for Eurodollar Rate Loans. Promptly upon receipt by Administrative Agent of such Certificate, Administrative Agent shall notify each Lender of the proposed borrowing.

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• (ii) Each Lender shall make its Existing Term Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Existing Term Loans available to NewPageCo on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited to the account of NewPageCo at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by NewPageCo.

2.3. [Reserved]

2.4. [Reserved]

2.5. Pro Rata Shares; Availability of Funds

(a) Pro Rata Shares . All Term Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Term Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Term Loan requested hereunder or purchase a participation required hereby.

(b) Availability of Funds . Unless Administrative Agent shall have been notified by any Lender prior to the Closing Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Term Loan requested on the Closing Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on the Closing Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to NewPageCo a corresponding amount on the Closing Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly

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notify NewPageCo and NewPageCo shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments hereunder or to prejudice any rights that NewPageCo may have against any Lender as a result of any default by such Lender hereunder.

2.6. Use of Proceeds . The proceeds of the Term Loans shall be applied by NewPageCo (i) to fund the Paper Business Acquisition (including refinancing or retiring on the Closing Date any existing debt of NewPageCo and its Subsidiaries), (ii) to pay related transaction costs, fees, commissions and expenses, and (iii) to fund the Commodities Hedge Agreement. No portion of the proceeds of any Term Loan shall be used in any manner that causes or might cause such Term Loan or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation thereof or to violate the Exchange Act.

2.7. Evidence of Debt; Register; Lenders’ Books and Records; Term Loan Notes.

(a) Lenders’ Evidence of Debt . Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of NewPageCo to such Lender, including the amounts of the Term Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on NewPageCo, absent manifest error; provided , that the failure to make any such recordation, or any error in such recordation, shall not affect NewPageCo’s Obligations in respect of any applicable Term Loans; and provided further , in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b) Register . Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at the Principal Office a register for the recordation of the names and addresses of Lenders and the Term Loans of each Lender from time to time (the "Register" ). The Register shall be available for inspection by NewPageCo or any Lender (with respect to any entry relating to such Lender’s Term Loans) at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Term Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Term Loans, and any such recordation shall be conclusive and binding on NewPageCo and each Lender, absent manifest error; provided , failure to make any such recordation, or any error in such recordation, shall not affect NewPageCo’s Obligations in respect of any Term Loan. NewPageCo hereby designates GSCP to serve as NewPageCo’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and NewPageCo hereby agrees that, to the extent GSCP serves in such capacity, GSCP and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute "Indemnitees."

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(c) Term Loan Notes . If so requested by any Lender by written notice to NewPageCo (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, NewPageCo shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after NewPageCo’s receipt of such notice) a Term Loan Note or Term Loan Notes to evidence such Lender’s Existing Term Loan or New Term Loan, as the case may be.

2.8. Interest on Term Loans.

(a) Except as otherwise set forth herein, each Term Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

• • • • (i) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

        (ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin;

(b) The basis for determining the rate of interest with respect to any Term Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by NewPageCo and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Term Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Term Loan shall be a Base Rate Loan.

(c) In connection with Eurodollar Rate Loans there shall be no more than ten (10) Interest Periods outstanding at any time. In the event NewPageCo fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Term Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Term Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event NewPageCo fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or

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Conversion/Continuation Notice, NewPageCo shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to NewPageCo and each Lender.

(d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Term Loan, the date of the making of such Term Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Term Loan or the expiration date of an Interest Period applicable to such Term Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided , if a Term Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Term Loan.

(e) Except as otherwise set forth herein, interest on each Term Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (iii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Term Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iv) shall accrue on a daily basis and shall be payable in arrears at maturity of the Term Loans, including final maturity of the Term Loans; provided , however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

2.9. Conversion/Continuation.

(a) Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, NewPageCo shall have the option:

• (i) to convert at any time all or any part of any Term Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided , a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless NewPageCo shall pay all amounts due under Section 2.18 in connection with any such conversion; or

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• (ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Term Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.

(b) NewPageCo shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and NewPageCo shall be bound to effect a conversion or continuation in accordance therewith.

2.10. Default Interest (a) . Upon the occurrence and during the continuance of an Event of Default, the principal amount of all Term Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Term Loans or any fees or other amounts owed hereunder and not paid when due, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Term Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided , in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

2.11. Fees. NewPageCo agrees to pay to Agents such fees in the amounts and at the times separately agreed upon.

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2.12. Scheduled Payments . The principal amounts of the Term Loans shall be repaid in consecutive quarterly installments (each, an "Installment" ) in the aggregate amounts set forth

below on the four quarterly scheduled Interest Payment Dates applicable to Term Loans (each, an "Installment Date" ), commencing October 1, 2005:

; provided , in the event any New Term Loans are made, except as otherwise provided in the applicable Joinder Agreement, such New Term Loans shall be repaid on each Installment Date occurring on or after the applicable Increased Amount Date in an amount equal to (i) the

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aggregate principal amount of New Term Loans of the applicable Series of New Term Loans, times (ii) the ratio (expressed as a percentage) of (y) the amount of all other Term Loans being repaid on such Installment Date and (z) the total aggregate principal amount of all other Term Loans outstanding on such Increased Amount Date.

Notwithstanding the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Existing Term Loans in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and (y) the Existing Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Existing Term Loan Maturity Date.

2.13. Voluntary Prepayments

• • • • (i) with respect to Base Rate Loans, NewPageCo may prepay any such Term Loans without premium or penalty on any Business Day in whole or in part, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; and

        (ii) with respect to Eurodollar Rate Loans, NewPageCo may prepay any such Term Loans without premium or penalty on any Business Day in whole or in part in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

• • • • (i) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; and

        (ii) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans;

in each case given to Administrative Agent by 12:00 noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Term Loans

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by telefacsimile or telephone to each Lender). Upon the giving of any such notice, the principal amount of the Term Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

2.14. Mandatory Prepayments

(a) Asset Sales . No later than the second Business Day following the date of receipt by NewPageHoldCo or any of its Subsidiaries of any Net Asset Sale Proceeds (other than Net Asset Sale Proceeds arising from or allocated to the sale of any Revolving Credit Collateral as defined in the Intercreditor Agreement), NewPageCo shall prepay the Term Loans as set forth in Section 2.15 in an aggregate amount equal to such Net Asset Sale Proceeds; provided , so long as no Default or Event of Default shall have occurred and be continuing, NewPageCo shall have the option, directly or through one or more of its Subsidiaries, to invest, or enter into binding commitments to invest, Net Asset Sale Proceeds within one hundred eighty days of receipt thereof in other assets of the general type used or useful in the Permitted Businesses; provided further , all such Net Asset Sale Proceeds committed to be invested within one hundred eighty days of receipt thereof (but not yet invested at such time) shall be so invested within 360 days of receipt thereof; provided further , that any such Net Asset Sale Proceeds not so committed to be reinvested within such 180 day period or not actually reinvested within such 360 day period shall be applied to prepay the Term Loans in accordance with Section 2.15.

(b) Insurance/Condemnation Proceeds . No later than the first Business Day following the date of receipt by NewPageHoldCo, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds (other than Net Insurance/Condemnation Proceeds arising from or with respect to any Revolving Credit Collateral as defined in the Intercreditor Agreement), NewPageCo shall prepay the Term Loans as set forth in Section 2.15 in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided , so long as no Default or Event of Default shall have occurred and be continuing NewPageCo shall have the option, directly or through one or more of its Subsidiaries to invest, or enter into binding commitments to invest, such Net Insurance/Condemnation Proceeds within one hundred eighty days of receipt thereof in other assets of the general type used or useful in the Permitted Businesses, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further , all such Net Insurance/Condemnation Proceeds shall be so invested within 360 days of receipt thereof.

(c) Issuance of Equity Securities . No later than the second Business Day following the date of receipt by NewPageHoldCo of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, NewPageHoldCo or any of its Subsidiaries (other than pursuant to any employee stock or stock option compensation plan), NewPageCo shall prepay the Term Loans as set forth in Section 2.15 in an aggregate amount

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equal to 50% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided , that so long as no Default or Event of Default shall have occurred and be continuing, no such prepayments shall be required pursuant to this clause (c) with any proceeds (other than proceeds of Permitted Cure Securities, which in any event shall be used to prepay Term Loans) to the extent that any such proceeds are required to be used (and are used) to prepay or redeem any of the NewPageHoldCo PIK Notes pursuant to the terms of the NewPageHoldCo PIK Note Documents.

(d) Issuance of Debt . No later than the first Business Day following the date of receipt by NewPageHoldCo or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of NewPageHoldCo or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), NewPageCo shall prepay the Term Loans as set forth in Section 2.15 in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

(e) Consolidated Excess Cash Flow . In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year ending December 31, 2007), 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 as determined by reference to the Total Leverage Ratio in effect for such period determined from the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating Total Leverage Ratio:

Consolidated Excess Cash Flow for the Fiscal Year ending December 31, 2005 shall be calculated for the period commencing on the Closing Date and ending December 31, 2005.

(f) Prepayment Certificate . Concurrently with any prepayment of the Term Loans pursuant to Sections 2.14(a) through 2.14(e), NewPageCo shall deliver to Administrative

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Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that NewPageCo shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, NewPageCo shall promptly make an additional prepayment of the Term Loans in an amount equal to such excess, and NewPageCo shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

(g) So long as no Default or Event of Default shall have occurred and be continuing, any amounts to be applied pursuant to Section 2.14 to prepay or repay any Eurodollar Rate Loan shall be deposited into a Breakage Prepayment Account (as defined below) if NewPageCo so requests in order to avoid the incurrence of costs under Section 2.18(c). On the last day of the applicable Interest Period, the Administrative Agent shall apply any cash on deposit in such Breakage Prepayment Account in accordance with Section 2.15 to amounts due in respect of such Eurodollar Rate Loan until all amounts due with respect thereof have been satisfied or until all of the allocable cash on deposit has been exhausted (with any remaining funds being returned to NewPageCo). For purposes of this paragraph, "Breakage Prepayment Account" shall mean a deposit account established by NewPageCo with the Administrative Agent and over which the Administrative Agent shall have exclusive control, including the exclusive right of withdrawal for application in accordance with this paragraph.

2.15. Application of Prepayments.

(a) Application of Prepayments . Any voluntary prepayments of any Term Loan pursuant to Section 2.13 shall be applied at NewPageCo’s option, either (i) first, to such scheduled prepayments with respect thereto due on the Installment Dates occurring within the 12 months following such prepayment and, second, on a pro rata basis to reduce the scheduled remaining Installments of principal on such Term Loan or (ii) on a pro rata basis to reduce the schedule remaining Installments of principal on such Term Loan. Any mandatory prepayments of any Term Loan pursuant to Section 2.14 shall be applied to prepay the Term Loans (in accordance with the respective outstanding principal amounts thereof) on a pro rata basis to reduce the scheduled remaining Installments of principal on such Term Loan.

(b) Application of Prepayments of Term Loans to Base Rate Loans and Eurodollar Rate Loans . Any prepayment of any Term Loan shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by NewPageCo pursuant to Section 2.18(c).

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2.16. General Provisions Regarding Payments

(a) All payments by NewPageCo of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by NewPageCo on the next succeeding Business Day.

(b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid.

(c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent.

(d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(e) Subject to the provisos set forth in the definition of "Interest Period", whenever any payment to be made hereunder with respect to any Term Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.

(f) NewPageCo hereby authorizes Administrative Agent to charge NewPageCo’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

(g) Administrative Agent shall deem any payment by or on behalf of NewPageCo hereunder that is not made in same day funds prior to 12:00 noon (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to NewPageCo and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become

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available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

(h) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 7.2 of the Pledge and Security Agreement.

2.17. Ratable Sharing. Lenders hereby agree among themselves that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Term Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the "Aggregate Amounts Due" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided , if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of NewPageCo or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. NewPageCo expressly consents to the foregoing arrangement and agrees that, to the extent permitted by law, any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by NewPageCo to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

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2.18. Making or Maintaining Eurodollar Rate Loans.

(a) Inability to Determine Applicable Interest Rate . In the event that Administrative Agent shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Term Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to NewPageCo and each Lender of such determination, whereupon (i) no Term Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies NewPageCo and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by NewPageCo with respect to the Term Loans in respect of which such determination was made shall be deemed to be rescinded by NewPageCo.

(b) Illegality or Impracticability of Eurodollar Rate Loans . In the event that on any date any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but shall be made only after consultation with NewPageCo and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith could not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an "Affected Lender" and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to NewPageCo and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make Term Loans as, or to convert Term Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by NewPageCo pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Term Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the "Affected Loans" ) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by NewPageCo pursuant to a Funding Notice or a Conversion/Continuation Notice, NewPageCo shall have the option, subject

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to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Term Loans as, or to convert Term Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

(c) Compensation for Breakage or Non-Commencement of Interest Periods . NewPageCo shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Term Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by NewPageCo.

(d) Booking of Eurodollar Rate Loans . Subject to Section 2.21, any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e) Assumptions Concerning Funding of Eurodollar Rate Loans . Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided , however , each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

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2.19. Increased Costs; Capital Adequacy.

(a) Compensation For Increased Costs and Taxes . Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax covered by Section 2.20, regardless of whether any Credit Party is required to indemnify or pay any additional amount in respect of such Tax) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Term Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, NewPageCo shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to NewPageCo (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(b) Capital Adequacy Adjustment . In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of

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any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Term Loans, or participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by NewPageCo from such Lender of the statement referred to in the next sentence, NewPageCo shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. No Lender shall be entitled to request any payment pursuant to this Section 2.19(b) unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly situated borrowers. Such Lender shall deliver to NewPageCo (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(c) Notwithstanding anything to the contrary contained herein, NewPageCo will not be required to compensate any Lender for any such increased costs or reduced return incurred by such Lender more than six (6) months prior to such Lender’s written request to NewPageCo for such compensation

2.20. Taxes; Withholding, etc.

(a) Payments to Be Free and Clear . All sums payable by or on behalf of any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender or Agent) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

(b) Withholding of Taxes . If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender under any of the Credit

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Documents: (i) NewPageCo shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as NewPageCo becomes aware of it; (ii) NewPageCo shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction, or withholding is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, NewPageCo shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in applicable law (including any change in the interpretation, administration or application of any law or the introduction of any new law) in respect of any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

(c) Evidence of Exemption From U.S. Withholding Tax . Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a "Non-US Lender" ) shall deliver to Administrative Agent for transmission to NewPageCo, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of NewPageCo or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN and/or Form W-8IMY, as applicable (claiming the benefits under an applicable treaty) or W-8ECI (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by NewPageCo to establish that such Lender is not subject to deduction or withholding of United States fed