**Exhibit 4.1**

NEWPAGE CORPORATION, 

as Issuer, 

EACHOF THE GUARANTORS PARTY HERETO 

and 

THE BANK OF NEW YORK MELLON, 

as Trustee 

 

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**

SupplementalIndenture 

Dated as of February 24, 2010 

to 

Indenture

Dated 

as of September 30, 2009 

 

**
 
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11.375% SeniorSecured Notes Due 2014 

**SUPPLEMENTAL INDENTURE**, dated as of February 24, 2010 (this“Supplemental Indenture”), among NEWPAGE CORPORATION, a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) party hereto, and THE BANK OF NEW YORK MELLON, as trusteeunder the Indenture referred to below (the “Trustee”). 

WHEREAS, the Company and the Guarantors haveheretofore executed and delivered to the Trustee an indenture, dated as of September 30, 2009 (the “Indenture”), providing for the issuance of 11.375% Senior Secured Notes Due 2014 (the “Notes”); 

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement theIndenture without the consent of any holders to cure any ambiguity, defect or inconsistency or to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of anyHolder; 

WHEREAS, the Company, the Guarantors and the Trustee desire to amend and supplement certain terms and conditions ofthe Indenture as further described below and pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and 

WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the parties hereto, and all other actsnecessary to make this Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly performed. 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is herebyacknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

**ARTICLE ONE**

**Amendments to the Indenture**

Section 1.1 Amendments to Section 1.01 and Section 4.09 of the Indenture. In accordance with Section 9.01(1)and Section 9.01(4) of the Indenture: 

(i) the definition of the term “Collateral” is hereby amended andrestated in its entirety to read as follows: ‘“*Collateral*’ means, collectively, the ABL Collateral, the Shared Collateral and the Separate Collateral.”. 

(ii) Clause (6) of the definition of the term “Permitted Liens” in Section 1.01 of the Indenture is hereby amended bydeleting the reference to “Section 4.09(b)(6)” where it appears therein and substituting in lieu thereof reference to “Section 4.09(b)(7)”; and 

(iii) Section 4.09(b)(7) of the Indenture is hereby amended by deleting the referenceto “clause (6)” where it appears therein and substituting in lieu thereof reference to “clause (7)”. 

**ARTICLE TWO**

**Miscellaneous**

Section 2.1 Effect of this Supplemental Indenture. This Supplemental Indenture is an indenture supplemental to the Indentureand the Notes, and said Indenture, Notes and this Supplemental Indenture shall henceforth be read together in the same manner as if the provisions of the Indenture, the Notes and this Supplemental Indenture were conformed in the same instrument.

Section 2.2 Confirmation. The Indenture and the Notes as amended and supplemented by this Supplemental Indentureare in all respects ratified, confirmed and preserved. 

Section 2.3 Terms Defined. Capitalized terms used in thisSupplemental Indenture and not otherwise defined herein shall have the respective meanings set forth in the Indenture. 

Section 2.4 Headings. The headings of the Articles and Sections of this Supplemental Indenture have been inserted forconvenience of reference only, and are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof. 

Section 2.5 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTALINDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

Section 2.6 Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which soexecuted shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

Section 2.7 Effectiveness. The provisions of this Supplemental Indenture shall be deemed to be effective as ofSeptember 30, 2009 upon its execution and delivery by the Trustee in accordance with the provisions of Section 9.06 of the Indenture. 

Section 2.8 Acceptance by Trustee. The Trustee accepts the amendments to the Indenture effected by this SupplementalIndenture. 

Section 2.9 Certain Duties and Responsibilities of the Trustee. In entering into this SupplementalIndenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. TheTrustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Company. 

Section 2.10 Trustee Documents. On or before the date hereof, the Company shalldeliver to the Trustee pursuant to the Indenture (a) the Board Resolutions, (b) an Officers’ Certificate and (c) an Opinion of Counsel, in each case, related to the execution of this Supplemental Indenture. 

[SIGNATURE PAGES TO FOLLOW] 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted, all as of the date first written above. 

 
NEWPAGE CORPORATIONBy: 
  /s/ Douglas K. Cooper
 Name: Title:CHILLICOTHE PAPER INCBy: 
  /s/ Douglas K. Cooper
 Name: Title:ESCANABA PAPER COMPANYBy: 
  /s/ Douglas K. Cooper
 Name: Title:LUKE PAPER COMPANYBy: 
  /s/ Douglas K. Cooper
 Name: Title:RUMFORD PAPER COMPANYBy: 
  /s/ Douglas K. Cooper
 Name: Title:WICKLIFFE PAPER COMPANY LLCBy: 
  /s/ Douglas K. Cooper
 Name: Title:
UPLAND RESOURCES INC.By: 
  /s/ Douglas K. Cooper
 
Name:

Title:
RUMFORD COGENERATION, INC.By: 
  /s/ Douglas K. Cooper
 
Name:

Title:
NEWPAGE CANADIAN SALES LLCBy: 
  /s/ Douglas K. Cooper
 
Name:

Title:
NEWPAGE CONSOLIDATED PAPERS INCBy: 
  /s/ Douglas K. Cooper
 
Name:

Title:
NEWPAGE ENERGY SERVICES LLCBy: 
  /s/ Douglas K. Cooper
 
Name:

Title:
NEWPAGE PORT HAWKESBURY HOLDING LLCBy: 
  /s/ Douglas K. Cooper
 
Name:

Title:

NEWPAGE PORT HAWKESBURY CORPBy: 
  /s/ Douglas K. Cooper
 
Name:

Title:
NEWPAGE WISCONSIN SYSTEM INCBy: 
  /s/ Douglas K. Cooper
 
Name:

Title:

THE BANKOF NEW YORK MELLON, ASTRUSTEEBy: 
  /s/ Mary Miselis
 
Name: Mark Miselis

Title:Vice President