Revolving Credit and Guaranty Agreement



 Exhibit 10.2 
 REVOLVING 
 CREDIT AND GUARANTY AGREEMENT 
 dated as of December 21, 2007 
 among 
 NEWPAGE CORPORATION, 
 as Borrower, 
 NEWPAGE HOLDING CORPORATION and 
 CERTAIN SUBSIDIARIES OF NEWPAGE CORPORATION, 
 as Guarantors, 
 VARIOUS LENDERS, 
 GOLDMAN SACHS CREDIT PARTNERS L.P., 
 as Administrative Agent, Sole Lead Arranger and Sole
Bookrunner, 
 UBS SECURITIES LLC, 
 as Co-Syndication Agent and Co-Manager, 
 BARCLAYS BANK PLC, 
 as Co-Syndication Agent, 
 BARCLAYS
CAPITAL, 
 as Co-Manager, 
 WACHOVIA BANK, NATIONAL ASSOCIATION, 
 as Co-Documentation Agent, 
 BANK OF AMERICA, N.A., 
 as
Co-Documentation Agent 
 and 
 JPMORGAN CHASE BANK, N.A., 
 as Collateral Agent 
  

 $500,000,000 Senior Secured
Revolving Loan Credit Facilities 
  








 TABLE OF CONTENTS 
  


					
	 	 	 	  	Page
	 SECTION 1.
	 	DEFINITIONS AND INTERPRETATION	  	2
	     1.1.
	 	Definitions	  	2
	     1.2.
	 	Accounting Terms	  	53
	     1.3.
	 	Interpretation, etc.	  	53
	 SECTION 2.
	 	LOANS AND LETTERS OF CREDIT	  	54
	     2.1.
	 	[Reserved]	  	54
	     2.2.
	 	Revolving Loans	  	54
	     2.3.
	 	Swing Line Loans	  	55
	     2.4.
	 	Issuance of Letters of Credit and Purchase of Participations Therein	  	59
	     2.5.
	 	Pro Rata Shares; Availability of Funds	  	63
	     2.6.
	 	Use of Proceeds	  	64
	     2.7.
	 	Evidence of Debt; Register; Lenders’ Books and Records; Notes.	  	64
	     2.8.
	 	Interest on Loans	  	65
	     2.9.
	 	Conversion/Continuation	  	68
	     2.10.
	 	Default Interest	  	68
	     2.11.
	 	Fees	  	69
	     2.12.
	 	[Reserved]	  	70
	     2.13.
	 	Voluntary Prepayments/Commitment Reductions	  	70
	     2.14.
	 	Mandatory Prepayments	  	72
	     2.15.
	 	Application of Prepayments	  	72
	     2.16.
	 	General Provisions Regarding Payments	  	72
	     2.17.
	 	Ratable Sharing	  	74
	     2.18.
	 	Making or Maintaining Eurodollar Rate Loans	  	74
	     2.19.
	 	Increased Costs; Capital Adequacy	  	76
	     2.20.
	 	Taxes; Withholding, etc.	  	78
	     2.21.
	 	Obligation to Mitigate.	  	81
	     2.22.
	 	Defaulting Lenders	  	82
	     2.23.
	 	Removal or Replacement of a Lender	  	83
	     2.24.
	 	Determination of Borrowing Base	  	84
	     2.25.
	 	Conversion of Canadian Dollars to Dollars	  	89
	 SECTION 3.
	 	CONDITIONS PRECEDENT	  	89
	     3.1.
	 	Closing Date.	  	89
	     3.2.
	 	Conditions to Each Credit Extension	  	95
	 SECTION 4.
	 	REPRESENTATIONS AND WARRANTIES	  	97
	     4.1.
	 	Organization; Requisite Power and Authority; Qualification.	  	97
	     4.2.
	 	Capital Stock and Ownership	  	97

  

 i 









					
	     4.3.
	 	Due Authorization	  	98
	     4.4.
	 	No Conflict	  	98
	     4.5.
	 	Governmental Consents	  	98
	     4.6.
	 	Binding Obligation	  	98
	     4.7.
	 	Historical Financial Statements of the Acquired Business	  	99
	     4.8.
	 	Projections	  	99
	     4.9.
	 	No Material Adverse Change	  	99
	     4.10.
	 	[Reserved]	  	99
	     4.11.
	 	Adverse Proceedings, etc.	  	99
	     4.12.
	 	Payment of Taxes	  	100
	     4.13.
	 	Properties	  	100
	     4.14.
	 	Environmental Matters	  	101
	     4.15.
	 	No Defaults	  	101
	     4.16.
	 	Material Contracts	  	101
	     4.17.
	 	Governmental Regulation	  	101
	     4.18.
	 	Margin Stock	  	102
	     4.19.
	 	Employee Matters	  	102
	     4.20.
	 	Employee Benefit Plans	  	102
	     4.21.
	 	Certain Fees	  	103
	     4.22.
	 	Solvency	  	103
	     4.23.
	 	Related Agreements	  	103
	     4.24.
	 	Compliance with Statutes, etc	  	104
	     4.25.
	 	Disclosure	  	104
	     4.26.
	 	Patriot Act	  	105
	     4.27.
	 	Location of Material Inventory	  	105
	     4.28.
	 	Accuracy of Borrowing Base	  	105
	     4.29.
	 	Post-Audit Asset Dispositions	  	105
	     4.30.
	 	Collateral Documents	  	105
	     4.31.
	 	NewPageHoldCo	  	106
	     4.32.
	 	Common Enterprise	  	106
	     4.33.
	 	Senior Debt and Designated Senior Debt	  	107
	 SECTION 5.
	 	AFFIRMATIVE COVENANTS	  	107
	     5.1.
	 	Financial Statements and Other Reports	  	107
	     5.2.
	 	Existence	  	112
	     5.3.
	 	Payment of Taxes and Claims	  	113
	     5.4.
	 	Maintenance of Properties	  	113
	     5.5.
	 	Insurance	  	113
	     5.6.
	 	Maintaining Records; Access to Properties and Inspections	  	114

  

 ii 









					
	     5.7.
	 	Lenders Meetings	  	114
	     5.8.
	 	Compliance with Laws	  	114
	     5.9.
	 	Environmental	  	114
	     5.10.
	 	Subsidiaries	  	118
	     5.11.
	 	[Reserved]	  	118
	     5.12.
	 	Interest Rate Protection	  	118
	     5.13.
	 	Security Interests; Further Assurances	  	118
	     5.14.
	 	Miscellaneous Business Covenants	  	119
	     5.15.
	 	Information Regarding Collateral	  	119
	     5.16.
	 	Borrowing Base-Related Reports	  	120
	     5.17.
	 	Dissolution of Consolidated Papers International Leasing, L.L.C.	  	122
	 SECTION 6.
	 	NEGATIVE COVENANTS	  	122
	     6.1.
	 	Indebtedness	  	122
	     6.2.
	 	Liens	  	126
	     6.3.
	 	Equitable Lien	  	129
	     6.4.
	 	No Further Negative Pledges	  	129
	     6.5.
	 	Restricted Junior Payments	  	129
	     6.6.
	 	Restrictions on Subsidiary Distributions	  	133
	     6.7.
	 	Investments	  	134
	     6.8.
	 	Financial Covenants	  	136
	     6.9.
	 	Fundamental Changes; Disposition of Assets; Acquisitions	  	143
	     6.10.
	 	Disposal of Subsidiary Interests	  	144
	     6.11.
	 	Sales and Lease-Backs	  	144
	     6.12.
	 	Transactions with Shareholders and Affiliates.	  	144
	     6.13.
	 	Conduct of Business	  	145
	     6.14.
	 	Permitted Activities of NewPageHoldCo	  	145
	     6.15.
	 	Amendments or Waivers of Certain Related Agreements	  	145
	     6.16.
	 	Amendments or Waivers with respect to NewPageHoldCo PIK Note Documents or Senior Subordinated Notes Indebtedness	  	146
	     6.17.
	 	Fiscal Year	  	146
	     6.18.
	 	Restrictions on Consolidated Papers International Leasing, L.L.C.	  	146
	 SECTION 7.
	 	GUARANTY	  	147
	     7.1.
	 	Guaranty of the Obligations	  	147
	     7.2.
	 	Contribution by Guarantors	  	147
	     7.3.
	 	Payment by Guarantors	  	148
	     7.4.
	 	Liability of Guarantors Absolute	  	148
	     7.5.
	 	Waivers by Guarantors	  	150
	     7.6.
	 	Guarantors’ Rights of Subrogation, Contribution, etc.	  	151

  

 iii 









					
	     7.7.
	 	Subordination of Other Obligations	  	152
	     7.8.
	 	Continuing Guaranty	  	153
	     7.9.
	 	Authority of Guarantors or NewPageCo	  	153
	     7.10.
	 	Financial Condition of NewPageCo	  	153
	     7.11.
	 	Bankruptcy, etc.	  	153
	     7.12.
	 	Discharge of Guaranty Upon Sale of Guarantor	  	154
	 SECTION 8.
	 	EVENTS OF DEFAULT	  	154
	     8.1.
	 	Events of Default	  	154
	 SECTION 9.
	 	COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS	  	158
	     9.1.
	 	Accounts and Account Collections	  	158
	     9.2.
	 	Inventory	  	162
	     9.3.
	 	Appointment of Collateral Agent as “Fondé de Pouvoir”	  	163
	 SECTION 10.
	 	AGENTS	  	164
	     10.1.
	 	Appointment of Agents.	  	164
	     10.2.
	 	Powers and Duties	  	164
	     10.3.
	 	General Immunity	  	165
	     10.4.
	 	Agents Entitled to Act as Lender	  	167
	     10.5.
	 	Lenders’ Representations, Warranties and Acknowledgment	  	167
	     10.6.
	 	Right to Indemnity	  	167
	     10.7.
	 	Successor Administrative Agent and Collateral Agent.	  	168
	     10.8.
	 	Collateral Documents and Guaranty	  	169
	     10.9.
	 	Overadvances	  	170
	     10.10.
	 	Collateral Matters	  	171
	     10.11.
	 	Withholding Tax	  	172
	 SECTION 11.
	 	MISCELLANEOUS	  	172
	     11.1.
	 	Notices	  	172
	     11.2.
	 	Expenses	  	174
	     11.3.
	 	Indemnity	  	175
	     11.4.
	 	Set-Off	  	176
	     11.5.
	 	Amendments and Waivers	  	176
	     11.6.
	 	Successors and Assigns; Participations	  	179
	     11.7.
	 	Independence of Covenants	  	183
	     11.8.
	 	Survival of Representations, Warranties and Agreements	  	183
	     11.9.
	 	No Waiver; Remedies Cumulative	  	183
	     11.10.
	 	Marshalling; Payments Set Aside	  	183
	     11.11.
	 	Severability	  	184
	     11.12.
	 	Obligations Several; Independent Nature of Lenders’ Rights	  	184

  

 iv 









					
	     11.13.
	 	Headings	  	184
	     11.14.
	 	APPLICABLE LAW	  	184
	     11.15.
	 	CONSENT TO JURISDICTION	  	184
	     11.16.
	 	WAIVER OF JURY TRIAL	  	185
	     11.17.
	 	Confidentiality	  	186
	     11.18.
	 	Usury Savings Clause	  	187
	     11.19.
	 	Counterparts	  	187
	     11.20.
	 	Effectiveness	  	187
	     11.21.
	 	Patriot Act	  	187
	     11.22.
	 	Electronic Execution of Assignments	  	187
	     11.23.
	 	No Fiduciary Duty	  	188

  

 v 









					
	APPENDICES:	  	A	  	Revolving Loan Commitments
		  	B	  	Notice Addresses
			
	SCHEDULES:	  	2.4	  	Existing Letters of Credit
		  	4.1	  	Jurisdictions of Organization and Qualification
		  	4.2	  	Capital Stock and Ownership
		  	4.12	  	Taxes
		  	4.13	  	Real Estate Assets
		  	4.14	  	Environmental Matters
		  	4.16	  	Material Contracts
		  	4.20	  	Employee Benefit Plans
		  	4.27	  	Locations of Material Inventory
		  	6.1	  	Existing Indebtedness
		  	6.2	  	Existing Liens
		  	6.6	  	Restrictions on Subsidiary Distributions
		  	6.7	  	Existing Investments
		  	6.9	  	Excluded Assets
		  	6.12	  	Existing Affiliate Transactions
			
	EXHIBITS:	  	A-1	  	Funding Notice
		  	A-2	  	Conversion/Continuation Notice
		  	A-3	  	Issuance Notice
		  	B-1	  	Revolving Loan Note
		  	B-2	  	Swing Line Note
		  	C	  	Compliance Certificate
		  	D	  	Opinions of Counsel
		  	E	  	Assignment Agreement
		  	F	  	Certificate Re Non-bank Status
		  	G-1	  	Closing Date Certificate
		  	G-2	  	Solvency Certificate
		  	H	  	Counterpart Agreement
		  	I	  	Pledge and Security Agreement
		  	J	  	Intercompany Note
		  	K	  	Landlord Waiver and Consent Agreement
		  	L	  	[Reserved]
		  	M	  	Borrowing Base Certificate
		  	N-1	  	Perfection Certificate
		  	N-2	  	Perfection Certificate Supplement
		  	O	  	Access Grant and Easement Agreement

  

 vi 








 REVOLVING CREDIT AND GUARANTY AGREEMENT 
 This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of December 21, 2007 is entered into by and among NEWPAGE CORPORATION, a
Delaware corporation, as Borrower (“NewPageCo”), NEWPAGE HOLDING CORPORATION, a Delaware corporation (“NewPageHoldCo”), and CERTAIN SUBSIDIARIES OF NEWPAGECO, as Guarantors, the Lenders party hereto
from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Sole Lead Arranger, Sole Bookrunner and Administrative Agent (together with its permitted successors in such capacity, “Administrative
Agent”), JPMORGAN CHASE BANK, N.A., as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), UBS SECURITIES LLC (“UBSS”), as Co-Manager and
Co-Syndication Agent (in such capacity, “Co-Syndication Agent”), BARCLAYS BANK PLC, as Co-Syndication Agent (in such capacity, “Co-Syndication Agent” and together with UBSS in its capacity as Co-Syndication
Agent, collectively, the “Syndication Agent”), BARCLAYS CAPITAL, as Co-Manager, WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as Co-Documentation Agent (in such capacity, “Co-Documentation
Agent”), and BANK OF AMERICA, N.A., as Co-Documentation Agent (in such capacity, “Co-Documentation Agent” and together with Wachovia in its capacity as Co-Documentation Agent, collectively, the “Documentation
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 certain credit facilities to NewPageCo, in an aggregate principal amount not to exceed $500,000,000 of Revolving Loans, the proceeds of which will be used (i) to fund
a portion of the Stora Enso Acquisition, (ii) to pay related transaction costs, fees, commissions and expenses, (iii) to fund permitted capital expenditures and permitted acquisitions, (iv) to refinance NewPageCo’s existing
indebtedness under the Original NewPageCo Revolving Credit Agreement, (v) to fund certain interest hedging arrangements, (vi) to provide for the ongoing working capital requirements of NewPageCo and its Subsidiaries (including the Acquired
Business), and (vii) for general corporate purposes of NewPageCo and its Subsidiaries; 
 WHEREAS, NewPageCo has agreed to secure
all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First 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 Agent, for the benefit of Secured Parties, a First 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. 
 “Account Debtor” shall mean any Person who
may become obligated to another Person under, with respect to, or on account of, an Account. 
 “Accounts” shall mean all
“accounts,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, in which such Person now or hereafter has rights. 
 “Activation Notice” as defined in Section 9.1(e). 
 “Acquired
Business” means Stora Enso North America, Inc. and certain of its Subsidiaries to be acquired pursuant to the Stora Enso Purchase Agreement. 
 “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 LIBOR01) 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 

  

 2 








 
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 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. 
 “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 Syndication Agent, Administrative Agent, and Collateral Agent. 
  

 3 








 “Aggregate Amounts Due” as defined in Section 2.17. 
 “Aggregate Payments” as defined in Section 7.2. 
 “Agreement” means this Revolving Credit and Guaranty Agreement, dated as of the Closing Date, as it may be amended, supplemented or otherwise modified from time to time. 
 “Applicable Margin” and “Applicable Revolving Commitment Fee Percentage” mean (i) with respect to Revolving Loans
that are Eurodollar Rate Loans and the Applicable Revolving Commitment Fee Percentage, (a) from the 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
first full Fiscal Quarter ending after the Closing Date, a percentage, per annum, determined by reference to the following table as if the Total Leverage Ratio then in effect were 3.50:1.00; and (b) thereafter, (1) prior to the occurrence
of an IPO, a percentage, per annum, determined by reference to the Total Leverage Ratio in effect from time to time as set forth below: 
  

					
	 Total Leverage
 Ratio
	 	 Applicable Margin for
 Revolving Loans
	 	 Applicable Revolving
 Commitment Fee
 Percentage

	 > 3.50:1.00
	 	2.00%	 	0.375%
	 < 3.50:1.00
	 	1.75%	 	0.375%

 and (2) from and after the occurrence of an IPO, a percentage, per annum, equal to 1.75% with respect to the
Applicable Margin and 0.375% with respect to the Applicable Revolving Commitment Fee Percentage, (ii) with respect to Swing Line Loans and Revolving 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. No change in the Applicable Margin or the Applicable Revolving Commitment Fee Percentage shall be effective until three Business
Days after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.1(d) calculating the Total Leverage Ratio. At any time NewPageCo has not submitted to
Administrative Agent the applicable information as and when required under Section 5.1(d), the Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall be determined as if the Total Leverage Ratio were in excess of
3.50:1.00. Within one Business Day of receipt of the applicable information under Section 5.1(d), Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin and the Applicable
Revolving Commitment Fee Percentage in effect from such date. In the event that any financial statement or certificate delivered pursuant to Section 5.1 is shown to be 

  

 4 








 
inaccurate (at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding (other than indemnities and other
contingent obligations not yet due and payable), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin or Applicable Revolving Commitment Fee Percentage for any period (an “Applicable
Period”) than the Applicable Margin or Applicable Revolving Commitment Fee Percentage applied for such Applicable Period, then (x) NewPageCo shall immediately deliver to Administrative Agent a correct certificate required by
Section 5.1 for such Applicable Period, (ii) the Applicable Margin and/or the Applicable Revolving Commitment Fee Percentage shall be determined as if the Total Leverage Ratio were in excess of 3.50:1.00 and (iii) NewPageCo shall
immediately pay to Administrative Agent the accrued additional interest and/or fees owing as a result of such increased Applicable Margin or Revolving Commitment Fee Percentage for such Applicable Period. Nothing in this paragraph shall limit the
right of Administrative Agent or any Lender under Section 2.10 or Section 8. 
 “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 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. 
 “Approved Electronic
Communications” means any notice, demand, communication, information, document or other material pursuant to any Credit Document or the transactions contemplated therein which is distributed to the Agents, an Issuing Bank, the Lenders or
the Credit Parties by means of electronic communications pursuant to Section 11.1(b). 
 “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’ 

  

 5 








 
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 Agent 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, (ix) the sale of certain property known as “Hotel Mead” by Stora Enso North America Corp. for aggregate consideration of
an amount equal to or less than $2,900,000 and (x) sales or other dispositions of other assets for aggregate consideration of an amount less than $1,000,000 with respect to any transaction and less than $5,000,000 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 11.6(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. 
 “Banking Services” means treasury management
services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services) provided to any Credit Party by any Banking Services Provider;
provided, however, that for obligations with respect to any of the 

  

 6 








 
foregoing to be included as a “Banking Services Obligation” the applicable Banking Services Provider and the Company must have previously provided
written notice to the Administrative Agent and the Collateral Agent of (i) the provision of such Banking Services, and (ii) the maximum dollar amount of obligations arising thereunder to be included as Banking Services Obligations (the
“Banking Services Amount”). No Banking Services Amount may be established or increased at any time that a Default or an Event of Default shall have occurred and be continuing, and in no event shall the aggregate amount of all
Banking Services Amounts exceed $20,000,000 (and no additional Banking Services Amounts may be included as Banking Services Obligations at any time that the then existing Banking Services Amounts equals $20,000,000). Subject to the foregoing
limitations, the Banking Services Amount of any Banking Services Provider may be increased or decreased from time to time by notice from such Banking Services Provider and the Company to the Administrative Agent and the Collateral Agent. 

“Banking Services Obligations” means any and all obligations of NewPageHoldCo, NewPageCo or any Guarantor Subsidiary, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefore) owing to any Banking Services Provider in connection with Banking
Services. 
 “Banking Services Provider” means each Lender or any Affiliate of any Lender providing Banking Services to any
Credit Party (including any Person who is a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into any agreement to provide such Banking Services, ceases to be a Lender), including, without
limitation, each such Affiliate that enters into a joinder agreement with the Collateral Agent appointing the Collateral Agent as its agent for purposes of receiving the benefits of the Collateral as set forth in the Pledge and Security Agreement.
As of the Closing Date, JPMorgan Chase Bank, N.A. and its Affiliates with a Banking Services Amount equal to $10,000,000 and Bank of America, N.A. and its Affiliates with a Banking Services Amount equal to $10,000,000, shall constitute the sole
Banking Services Providers as of such date. 
 “Banking Services Reserves” means all Reserves which the Collateral Agent
from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding. 
 “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect (or any similar or equivalent legislation as in effect in any applicable jurisdiction), or any
successor statutes. 
  

 7 








 “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 Loan bearing interest at a rate
determined by reference to the Base Rate. 
 “Beneficiary” means each Agent, Issuing Bank and Lender. 
 “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. 
 “Borrowing Base” shall mean at any time, subject to adjustment as provided in Section 2.24, an amount equal to the sum of, without
duplication: 
 (a) the book value of Eligible Accounts of NewPageCo and the Borrowing Base Guarantors multiplied by the advance rate of 85%,
plus 
 (b) the lesser of (i) the Cost of Eligible Inventory of NewPageCo and the Borrowing Base Guarantors multiplied by the
advance rate of 75%, or (ii) the Cost of Eligible Inventory of NewPageCo and the Borrowing Base Guarantors multiplied by the advance rate of 85% of the Net Recovery Cost Percentage, minus 
 (c) effective immediately upon notification thereof to NewPageCo by the Collateral Agent, any Reserves established from time to time by the Collateral
Agent in the exercise of its Permitted Discretion; 
 The Borrowing Base at any time shall be determined by reference to the most recent
Borrowing Base Certificate theretofore delivered to the Collateral Agent and the Administrative Agent with such adjustments as Administrative Agent and Collateral Agent deem appropriate in their Permitted Discretion to assure that the Borrowing Base
is calculated in accordance with the terms of this Agreement. Notwithstanding the foregoing, in no event shall availability under the Borrowing Base for the sum of (1) Eligible Accounts due from Account Debtors that are domiciled in Canada or
denominated in Canadian Dollars and (2) Eligible Inventory located in Canada, exceed $45,000,000 in the aggregate. 
  

 8 








 “Borrowing Base Certificate” shall mean an officer’s certificate from NewPageCo,
substantially in the form of, and containing the information prescribed by, Exhibit M, delivered to the Administrative Agent and the Collateral Agent setting forth NewPageCo’s calculation of the Borrowing Base. 
 “Borrowing Base Guarantor” shall mean any Wholly-Owned Subsidiary of NewPageCo which may hereafter be approved by Administrative Agent
and Collateral Agent in its Permitted Discretion and which (a) is organized in a State within the United States (other than Stora Enso Port Hawkesbury Limited), (b) is currently able to prepare all collateral reports in a comparable manner
to NewPageCo’s reporting procedures and (c) has executed and delivered to Collateral Agent such joinder agreements to guarantees, contribution and set-off agreements and other Collateral Documents as Collateral Agent has reasonably
requested so long as Collateral Agent has received and approved, in its reasonable discretion, (i) a collateral audit and Inventory Appraisal conducted by an independent appraisal firm reasonably acceptable to Collateral Agent and (ii) all
UCC search results necessary to confirm Collateral Agent’s first priority Lien on all of such Borrowing Base Guarantor’s personal Property, subject to Permitted Liens. As of the Closing Date, the Borrowing Base Guarantors shall be (after
giving effect to the contemplated name changes reflected in the Perfection Certificate) Chillicothe Paper, Inc., Escanaba Paper Company, Luke Paper Company, Rumford Paper Company, Wickliffe Paper Company LLC, Stora Enso North America Inc., Stora
Enso North America Corp., Stora Enso North America Canadian Sales LLC and Stora Enso Port Hawkesbury Limited. 
 “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. 
 “Canadian Credit Party” means Stora Enso Port Hawkesbury Limited and any other Subsidiary or Subsidiary Guarantor which may become a party to this Agreement from and after the date hereof which is
Canadian (which for greater certainty, includes any such Subsidiaries and/or Subsidiary Guarantors that are incorporated under the laws of Canada or any province or territory thereof). 
 “Canadian Dollars” means the lawful money of Canada. 
  

 9 








 “Canadian Reserves” means the sum of, at any time, the full amount of the liabilities at
such time which have a trust imposed to provide for payment thereof or a security interest, lien or charge, ranking or capable of ranking (unless such security interest, lien or charge has been subordinated to the Collateral Agent’s reasonable
satisfaction to the Liens granted in favor of the Collateral Agent), in each case, senior to or pari passu with the Liens granted by the applicable Credit Party under (a) Canadian federal, provincial, county, municipal, or local law with
respect to claims for goods and services taxes, sales tax, income tax and other employee source deductions, workers’ compensation obligations, vacation pay or pension fund obligations, (b) the Woodmen’s Lien Act and (c) Sections
81.1 and 81.2 of the Bankruptcy and Insolvency Act. 
 “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. 
 “Cash Dominion Trigger Event” shall mean the occurrence of any one of the following events: (i) at
any time after the Closing Date, Excess Availability shall be less than $50,000,000 for any period of ten (10) consecutive Business Days or (ii) an Event of Default shall occur and be continuing; provided, that, to the extent
that the Cash Dominion Trigger Event has occurred due to clause (i) of this definition, if Excess Availability shall be equal to or greater than $50,000,000 for at least sixty (60) consecutive days, the Cash Dominion Trigger Event shall be
deemed to be over. At any time that a Cash Dominion Trigger Event shall be deemed to be over or otherwise cease to exist, the Agents shall take such actions, including delivering such notices and directions to depositary institutions at which
Blocked Accounts are established, to terminate the cash sweeps and other transfers existing pursuant to Section 9.01(e) as a result of any Activation Notice or other notices or directions given by any Agent during the existence of such
Cash Dominion Trigger Event. 
 “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 

  

 10 








 
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; (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. 
 “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. 
 “Change in Law” as defined in
Section 2.20. 
 “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 

  

 11 








 
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 NewPageHoldCo or NewPageCo cease to be occupied by Persons who either (a) were members of the board of directors of NewPageHoldCo or
NewPageCo, as applicable, on the Closing Date or (b) were nominated for election by the board of directors of NewPageHoldCo or NewPageCo, 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 SuperHoldCo PIK Note Documents, the NewPageHoldCo PIK Note Documents, the NewPageCo First Lien Term Loan
Documents, the Senior Secured Floating Rate Note Documents, the Senior Secured Fixed Rate Note Documents, the 2007 Senior Secured Fixed Rate Note Documents or the Senior Subordinated Note Documents shall occur. 
 “Closing Date” means December 21, 2007. 
 “Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit G-1. 
 “Closing Date Material Adverse Change” means any change or event that is reasonably likely to have a material adverse effect on the business, results of operations or financial condition of the
Acquired Business and its subsidiaries, taken as a whole (provided that, with respect to this sentence, the term “material adverse effect” shall not be deemed to include adverse effects to the extent resulting from (a) the
announcement, execution or the existence of, or compliance with, the Stora Enso Purchase Agreement and the consummation of the transactions contemplated thereby (including the impact thereof on relationships with customers, suppliers, vendors,
lenders or employees), (b) the Acquired Business (x) taking any action outside of the ordinary course of business required by the Stora Enso Purchase Agreement, or (y) taking or not taking any actions outside of the ordinary course of
business at the written request of, or with the written consent of, NewPageHoldCo (excluding compliance with undertakings to assure operation in the ordinary course of business pursuant to Section 5.01 of the Stora Enso Purchase Agreement),
provided, in the case of this subclause (y), GSCP shall have approved such action, request or consent (such approval not to be unreasonably withheld), (c) changes in interest or exchange rates or general economic conditions, (d) changes in
pulp prices, wood prices, paper prices, commodity prices and other economic conditions in or affecting the industries or markets in which the Acquired Business and its subsidiaries operate, (e) changes in any applicable law, GAAP, International
Financial Reporting Standards or the interpretation thereof, (f) any acts of God (including earthquakes, hurricanes, tornados or other natural 

  

 12 








 
disasters), acts of war, armed hostilities, sabotage or terrorism, whether commenced before or after the date hereof or (g) items (4) and/or
(5) of Section 3.04 of the “Company Disclosure Schedule” to the Stora Enso Purchase Agreement; provided, however, that with respect to clauses (c), (d), (e) and (f), such effect does not disproportionately adversely affect
the Acquired Business and its subsidiaries (taken as a whole) or its business as compared to businesses of similar size operating in the same industry in which the Acquired Business and its subsidiaries operate). 
 “Closing Date Mortgage Property” has the meaning ascribed to such term in the NewPageCo First Lien Term Loan Agreement. 
 “Closing Date Related Transactions” means (i) the borrowings under the Revolving Commitment and the NewPageCo First Lien Term Loan
Agreement on the Closing Date, (ii) the receipt of proceeds from the issuance of the 2007 Senior Secured Fixed Rate Notes, (iii) the Stora Enso Acquisition, including the issuance of the SuperHoldCo PIK Notes, (iv) the refinancing of
the Existing Indebtedness, (v) the payment of all fees, costs, commissions, and expenses associated with the foregoing transactions, and (vi) the execution and delivery of all of the Related Agreements contemplated to be executed on the
Closing Date. 
 “Collateral” means, collectively, all of the property in which Liens are granted pursuant to the Collateral
Documents as security for the Obligations. 
 “Collateral Agent” as defined in the preamble hereto. 
 “Collateral Documents” means (a) the Pledge and Security Agreement, the Intercreditor Agreement, 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 Agent, 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 GSCP (as Administrative Agent under the Original First Lien Term Loan Agreement), 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. 
  

 13 








 “Commercial Letter of Credit” shall mean any letter of credit or similar
instrument issued for the account of NewPageCo on behalf of NewPageCo or any Borrowing Base Guarantor or any of their respective Subsidiaries, for the purpose of providing the primary payment mechanism in connection with the purchase of materials,
goods or services by NewPageCo or any Borrowing Base Guarantor or any of their respective Subsidiaries in the ordinary course of their businesses. 
 “Commitment Letter” means that certain Amended and Restated Commitment Letter dated as of October 3, 2007 by and among NewPageCo, GSCP, UBS Loan Finance LLC, UBSS and Barclays Bank PLC. 
 “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 May 2, 2005, 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 
 (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 

  

 14 








 
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, provided that this exclusion shall not apply to adjustments for curtailment, settlement or termination benefits in respect of pension or other employee or retiree benefits) 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) transaction costs incurred in connection with the Closing Date Related Transactions and any Permitted Acquisition, to the extent such costs were
deducted in computing such Consolidated Net Income; plus 
 (6) nonrecurring costs, charges or expenses made or incurred in connection with
any integration or restructuring related to the Closing Date Related Transaction or a Permitted Acquisition, or in connection with plant closings, or the permanent shutdown or transfer of machinery and equipment (including any production
continuation, remediation, relocation, severance and benefits continuation costs, lease termination costs, contract termination costs, materials buy-out costs, and reduction charges), in each case, to the extent deducted in computing such
Consolidated Net Income and not to exceed $125,000,000 in the aggregate from and after the Closing Date; plus 
 (7) non-inventoried overhead
costs incurred prior to the Closing Date during the lock-out at the Port Hawkesbury, Nova Scotia facility of the Acquired Business, to the extent such costs were deducted in computing such Consolidated Net Income; plus 
 (8) costs, charges or expenses of the Acquired Business for periods prior to the Closing Date that will not be recurring after the Closing Date
(including any adjustments or changes resulting from the application of NewPageHoldCo accounting methods after the Closing Date), to the extent such items were deducted in computing such Consolidated Net Income; plus 
 (9) all goodwill impairment charges, to the extent such charges were deducted in computing such Consolidated Net Income; plus 
 (10) 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 NewPageHoldCo and its Subsidiaries, to the extent such charges and expenses were deducted in computing such Consolidated Net Income; plus 
 (11) 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, to the extent such costs were deducted in computing such Consolidated Net Income; minus 
  

 15 








 (12) 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 the Consolidated Adjusted EBITDA of NewPageHoldCo will be deemed to be $121,700,000 for the second Fiscal Quarter of 2007, $137,500,000 for the third Fiscal Quarter of 2007 and for the portion of the fourth Fiscal Quarter of 2007 occurring
prior to the Closing Date the Consolidated Adjusted EBITDA of NewPageHoldCo will be deemed to be the Consolidated Adjusted EBITDA of NewPageHoldCo and its Subsidiaries and the Acquired Business for such portion of such Fiscal Quarter (it being
understood that any amounts from clauses (7) and (8) of this definition of Consolidated Adjusted EBITDA for the purposes of the above deemed amounts for the second and third Fiscal Quarters of 2007 have already been taken into account in
such calculations). 
 “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 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 calculations for any four Fiscal Quarter period ending on or prior to September 30, 2008, Consolidated Cash
Interest Expense shall be deemed to be the product of (i) such amounts from and including the Closing Date through and including the last day of the applicable period, respectively, multiplied by (ii) a fraction of which the numerator is
365 and the denominator of which is the number of days elapsed in the period from and including the Closing Date though and including the last day of the applicable period. 
 “Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i) the sum, without duplication, of the
amounts for such period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working Capital Adjustment (as such 

  

 16 








 
term is defined in the NewPageCo First Lien Term Loan Agreement), 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 except to the extent the Revolving Commitments 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 made
with the proceeds of any Indebtedness permitted by Section 6.1(j) incurred to finance such expenditures or of any sales of assets), 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 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  
  

 17 








 (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 calculations for any four Fiscal Quarter period ending on or prior to September 30, 2008, the Consolidated Interest Expense of NewPageHoldCo and its
Subsidiaries shall be deemed to be the product of (i) such amounts from and including the Closing Date through and including the last day of the applicable period, respectively, multiplied by (ii) a fraction of which the numerator is 365
and the denominator of which is the number of days elapsed in the period from and including the Closing Date though and including the last day of the applicable period. 
 “Consolidated 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 NewPageCo or one of its Subsidiaries;

 (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; and 
 (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. 
 “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, 2007 Senior Secured Fixed Rate Notes Indebtedness, any Indebtedness incurred pursuant to
Section 6.1(u), Senior Subordinated Notes Indebtedness and other Indebtedness of NewPageHoldCo and its Subsidiaries subordinated to the Obligations on terms reasonably satisfactory to, and which other Indebtedness contains other terms, tenor
and covenants reasonably satisfactory to, the Administrative Agent, determined on a consolidated basis in accordance with GAAP. 
  

 18 








 “Consolidated Total Debt” means, as at any date of determination, the aggregate stated
amount of all Indebtedness appearing on a balance sheet of NewPageHoldCo and its Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP, exclusive of the NewPageHoldCo PIK Notes. 
 “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. 
 “Cost” shall mean, as determined by Collateral Agent in good faith, with respect to Inventory, the lower of (a) landed cost
computed on first-in a first-out basis in accordance with GAAP or (b) market value; provided, that for purposes of the calculation of the Borrowing Base, (i) the Cost of the Inventory shall not include: (A) the portion of the
cost of Inventory equal to the profit earned by any Affiliate on the sale thereof to NewPageCo or the Borrowing Base Guarantors (provided that this clause shall not apply to pulpwood purchased in accordance with the Stora Enso Pulp Supply Agreement)
or (B) write-ups or write-downs in cost with respect to currency exchange rates, and (ii) notwithstanding anything to the contrary contained herein, the cost of the Inventory shall be computed in the same manner and consistent with the
most recent Inventory Appraisal which has been received and approved by Collateral Agent in its reasonable discretion. 
 “Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10. 
 “Credit Agreement Obligations” means the Obligations described in clause (i) of the definition thereof. 
 “Credit Date” means the date of a Credit Extension. 
  

 19 








 “Credit Document” means any of (a) this Agreement, the Notes, if any, the
Collateral Documents, and the Letters of Credit, and (b) all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith on or after the
date hereof. 
 “Credit Extension” means the making of a Loan or the issuance of a Letter of Credit. 
 “Credit Party” means the Borrower and each Guarantor. 
 “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. 
 “Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all Lenders
(calculated as if all Defaulting Lenders (other than such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender. 
 “Default Period” means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and
ending on the earliest of the following dates: (i) the date on which all Revolving Commitments are cancelled or terminated and/or the Credit Agreement Obligations are declared or become immediately due and payable, (ii) the date on which
(a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any voluntary
or mandatory prepayments of the Loans in accordance with the terms of Section 2.13 or Section 2.14 or by a combination thereof) and (b) such Defaulting Lender shall have delivered to NewPageCo and Administrative Agent a written
reaffirmation of its intention to honor its obligations hereunder with respect to its Revolving Commitments, and (iii) the date on which NewPageCo, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender
in writing. 
 “Defaulted Loan” as defined in Section 2.22. 
  

 20 








 “Defaulting Lender” as defined in Section 2.22. 
 “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. 
 “Dollar Equivalent” means, at
any time, (i) with respect to dollars, the amount of such Dollars and (ii) with respect to any amount of Canadian Dollars, the amount of Dollars into which the amount of Canadian Dollars could be converted into Dollars as determined by the
Collateral Agent using the Exchange Rate. 
 “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 Accounts” shall have the meaning assigned to such term in
Section 2.24(a). 
 “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 in the ordinary course; provided, no Affiliate of NewPageHoldCo or Sponsor other than a Sponsor Affiliated Lender or Sponsor Affiliated Institutional Lender
shall be an Eligible Assignee. 
 “Eligible Inventory” shall mean, subject to adjustment as set forth in
Section 2.24(b), items of Inventory of NewPageCo and a Borrowing Base Guarantor. 
 “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 

  

 21 








 
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, state or provincial (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 (or any similar
or equivalent legislation as in effect in any applicable jurisdiction) and any successors 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 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 

  

 22 








 
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 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 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. 
 “Excess Availability” shall mean (a) the lesser of (i) the Revolving Commitments of all of
the Lenders and (ii) the Borrowing Base on the date of determination less (b) the Total Utilization of Revolving Credit Commitments less (c) in the Collateral Agent’s 

  

 23 








 
reasonable credit judgment, the aggregate amount of all the outstanding and unpaid trade payables and other obligations of NewPageCo or any Borrowing Base
Guarantor which are not paid within 60 days past the due date according to their original terms of sale, in each case as of such date of determination less (d) in the Collateral Agent’s reasonable credit judgment, the amount of
checks issued by NewPageCo or any Borrowing Base Guarantor to pay trade payables and other obligations which are not paid within 60 days past the due date according to their original terms of sale, in each case as of such date of determination, but
which checks either have not yet been sent or are subject to other arrangements which are expected to delay the prompt presentation of such checks for payment. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute. 
 “Exchange Rate” means, with respect to Canadian Dollars on any date, the rate at which Canadian Dollars may be exchanged into Dollars as determined in accordance with the Bank of Canada’s noon
(Toronto time) spot rate on such date, and if such date is not a Business Day, on the immediately preceding Business Day. 
 “Existing Letters of Credit” means the letters of credit issued under the Original Revolving Credit Agreement and listed on Schedule 2.4 hereto. 
 “Existing Indebtedness” means (i) all Indebtedness of the Acquired Business as in existence immediately prior to the Stora Enso Acquisition and (ii) the Prior Indebtedness.

 “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 

  

 24 








 
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. 
 “Fee Letters” shall mean that certain (i) Amended
and Restated Senior Facilities Fee Letter dated as of October 3, 2007 by and among NewPageCo, GSCP, UBS Loan Finance LLC, UBSS and Barclays Bank PLC and (ii) Amended and Restated Bridge Loans Fee Letter dated as of October 3, 2007 by
and among NewPageCo, GSCP, UBS Loan Finance LLC, UBSS and Barclays Bank PLC. 
 “Fiber Supply Agreements” shall mean that
certain (i) Amended and Restated Fiber Supply Agreement, dated as of December 16, 2005, between Plum Creek Marketing, Inc., a Delaware corporation, and Escanaba Paper Company, (ii) Amended and Restated Fiber Supply Agreement, dated as
of November 15, 2005, between Cypress Creek, LLC, a Delaware limited liability company, and Wickliffe Paper Company, and (iii) Stumpage Agreement, dated as of December 16, 2005, between Scioto Land Company, LLC, a Delaware limited
liability company, and Wickliffe Paper Company, each as 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 Permitted Collateral Liens. 
 “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. 
  

 25 








 “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 Co-operation and Development. 
 “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 
 “Funding Default” as defined in Section 2.22. 
 “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. 
 “Grantor” as defined in the Pledge and Security Agreement. 
 “GSCP” as
defined in the preamble hereto. 
 “Guaranteed Obligations” as defined in Section 7.1. 
 “Guarantor” means each of NewPageHoldCo and each Domestic Subsidiary of NewPageHoldCo (other than NewPageCo) and to the extent requested
by the Administrative Agent, any other Subsidiary of NewPageHoldCo to the extent at the time such guarantee is so requested such guarantee is not prohibited by applicable law and no adverse tax consequences to NewPageHoldCo, or any member of the
U.S. consolidated group of which NewPageHoldCo is a 

  

 26 








 
member, would result therefrom. As of the Closing Date, in addition to the Borrowing Base Guarantors, such Subsidiary Guarantors shall include Chillicothe
Paper Inc., NewPage Energy Services LLC, Upland Resources Inc., Rumford Cogeneration Inc. and Rumford Falls Power Company. In no event shall any regulated utility or utility holding company constitute a Guarantor to the extent that NewPageCo
determines that a Guaranty by such person would be prohibited by law or require the consent of a regulatory authority. 
 “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 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) a commodity futures contract, forward contract, option to purchase or sell a commodity, or option, warrant or other right with respect to a commodity futures contract or other
similar agreement or arrangement entered into for the purpose of hedging the risk of fluctuations in commodities prices associated with the businesses of NewPageCo and its Subsidiaries and not for speculative purposes. 
 “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 of the
Acquired Business” means as of the Closing Date, (i) the audited financial statements of Stora Enso North America Inc. and its subsidiaries consisting of (x) audited combined balance sheets for the Fiscal Years ended
December 31, 2005 and December 31, 2006, (y) audited combined statements of operations and cash flows for the Fiscal Years ended December 31, 2004, December 31, 2005 and December 31, 2006, and (z) if the
Closing Date occurs on or after March 31, 2008, audited combined balance sheets for Fiscal Year ended December 31, 2007 and audited combined statements of 

  

 27 








 
operations and cash flows for the Fiscal Year ended December 31, 2007, and (ii) the unaudited financial statements of Stora Enso North America Inc.
and its subsidiaries as at September 30, 2007 of the then-current Fiscal Year consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the 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 Stora Enso North America Inc. and its
subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to (i) adjustments to exclude certain assets of Stora Enso North America, Inc. and its subsidiaries that are
excluded from the Stora Enso Acquisition and related liabilities and results of operations and (ii) changes resulting from audit and normal year-end adjustments and the absence of footnotes and, in each case, meeting the requirements of
Regulation S-X for Form S-1 Registration Statements. 
 “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 

  

 28 








 
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 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 

  

 29 








 
(including the Lenders’ agreement to make Credit Extensions 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. 
 “Indemnitee” as defined in Section 11.3. 
 “Intercompany Note” means a promissory note
substantially in the form of Exhibit J evidencing Indebtedness owed among the Credit Parties and their Subsidiaries. 
 “Intercreditor Agreement” means the Intercreditor Agreement, dated as of May 2, 2005, among NewPageCo, the Guarantors, JPMorgan Chase Bank, N.A., in its capacity as the collateral agent under the Original Revolving
Credit Agreement and the Collateral Trustee, 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
January 1, April 1, July 1 and October 1 of each year, commencing on the first of such dates to occur after the Closing Date through the final maturity date of such 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-, six- or (subject to each applicable Lender’s approval) nine- or twelve-months, as selected by NewPageCo in the applicable Funding Notice or Conversion/Continuation Notice,
(i) initially, commencing on the Credit 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 

  

 30 








 
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 the Loans shall extend beyond the Revolving Commitment Termination Date. 
 “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 statutes. 
 “Inventory” shall mean all “inventory,” as such
term is defined in the UCC as in effect on the date hereof in the State of New York, wherever located, in which any Person now or hereafter has rights. 
 “Inventory Appraisal” shall mean (a) on the Closing Date, the appraisal prepared by Hilco Appraisal Services, LLC dated as of September 30, 2007 and (b) thereafter, the most recent
inventory appraisal conducted by an independent appraisal firm and delivered pursuant to Section 5.16(g) hereof and satisfactory to the Collateral Agent. 
 “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. 
  

 31 








 “IPO” means a bona fide underwritten initial public offering of Capital Stock of
NewPageHoldCo or SuperHoldCo (or any other 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, SuperHoldCo (so long as SuperHoldCo is the direct or indirect parent of NewPageHoldCo) or other direct or indirect parent or any holder of the Capital Stock of NewPageHoldCo, SuperHoldCo (so long as SuperHoldCo is the direct or
indirect parent of NewPageHoldCo) or such parent of at least $200,000,000. 
 “Issuance Notice” means an Issuance Notice
substantially in the form of Exhibit A-3. 
 “Issuing Bank” means (i) JPMorgan Chase Bank, N.A., with respect to
any Letter of Credit issued hereunder by JPMorgan Chase Bank, N.A. and (ii) Wachovia Bank, National Association, with respect to any Letter of Credit issued hereunder by Wachovia Bank, National Association, in each case together with its
respective successors and assigns in such capacity. References to the “Issuing Bank” under this Agreement or any other Credit Document shall mean either or both of JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as
applicable. 
 “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. 
 “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 Agent. 
 “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, and any other Person that becomes a party hereto pursuant to an Assignment Agreement. 
 “Letter of Credit” shall mean any (i) Standby Letter of Credit and (ii) Commercial Letter of Credit, in each case, issued or to be issued by an Issuing Bank for the account of NewPageCo pursuant to Section
2.4. 
  

 32 








 “Letter of Credit Sublimit” means the lesser of (i) $250,000,000 and (ii) the
aggregate unused amount of the Revolving Commitments then in effect. 
 “Letter of Credit Usage” means, as at any date of
determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of
Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of NewPageCo. 
 “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. 
 “Loan” means a Revolving Loan or a Swing Line Loan. 
 “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; (ii) the ability of the Credit Parties taken as a whole to fully and timely perform the Obligations; (iii) the 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. 
 “Moody’s” means Moody’s Investor Services, Inc. 
 “Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA. 
  

 33 








 “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. 
 “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 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; 
  

 34 








 (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. 
 “Net Recovery Cost
Percentage” shall mean the fraction, expressed as a percentage, (a) the numerator of which is the amount equal to the recovery on the aggregate amount of the Inventory at such time on a “net orderly liquidation value” basis
as set forth in the most recent Inventory Appraisal, net of operating expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such assets, and (b) the denominator of which is the Cost of the aggregate amount
of the Inventory subject to such Inventory Appraisal. 
 “NewPageCo” as defined in the preamble hereto. 
 “NewPageCo First Lien Term Loan Agreement” means that certain Term Loan Credit and Guaranty Agreement dated as of the date hereof among
NewPageCo, as borrower, the Guarantors, the lenders party thereto, GSCP as Sole Lead Arranger, Sole Bookrunner and Administrative Agent, and the other agents party thereto, 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. 
 “NewPageCo First Lien Term Loan
Agreement Administrative Agent” means GSCP in its capacity as Administrative Agent under the NewPageCo First Lien Term Loan Agreement, and its successors and assigns. 
 “NewPageCo First Lien Term Loan Documents” means the NewPageCo First Lien Term Loan Agreement, the notes issued 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. 
 “NewPageHoldCo” as defined in the preamble hereto. 
  

 35 








 “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 May 2, 2005 (as amended or supplemented prior to 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 (including any promissory notes issued
in payment of accrued interest) 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. 
 “Non-Consenting Lender” as defined in Section 2.23. 
 “Non-US Lender” as defined in
Section 2.20(c). 
 “Note” means a Revolving Loan Note or a Swing Line Note. 
 “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
a Funding Notice, an Issuance Notice or a Conversion/Continuation Notice. 
 “Obligations” means (i) 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 under any Credit Document, 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), reimbursement of amounts drawn under Letters of
Credit, fees, 

  

 36 








 
expenses, indemnification or otherwise, (ii) the due and punctual payment and performance of all obligations (not to exceed $3,000,000 in the aggregate
for all such obligations) in respect of any purchasing card or similar program owed to any Lender, any Affiliate of any Lender, the Administrative Agent or the Collateral Agent by NewPageCo or any Guarantor, and (iii) the due and punctual
payment and performance of all Banking Services Obligations (not to exceed $20,000,000 in the aggregate for all such Banking Services Obligations). 
 “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 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. 
 “Original First Lien Term Loan Agreement” means that certain Term Loan Credit and Guaranty
Agreement, dated as of May 2, 2005, as amended, by and among NewPageCo, NewPageHoldCo and certain subsidiaries of NewPageCo, as Guarantors, the financial institutions from time to time party thereto and GSCP, as Administrative Agent, Joint Lead
Arranger, Joint Bookrunner and Co-Syndication Agent. 
 “Original Revolving Credit Agreement” means that certain Revolving
Credit and Guaranty Agreement, dated as of May 2, 2005, as amended, by and among NewPageCo, NewPageHoldCo and certain subsidiaries of NewPageCo, as Guarantors, the financial institutions from time to time party thereto, GSCP, as Administrative
Agent, Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent, and JPMorgan Chase Bank, N.A., as Collateral Agent. 
 “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. 
  

 37 








 “Outside Date” means June 19, 2008; provided that, if the conditions for
extension of the Termination Date (as defined in the Stora Enso Purchase Agreement) set forth in the Stora Enso Purchase Agreement have been satisfied, such date shall be the earlier of (a) such extended Termination Date and
(b) September 19, 2008. 
 “Patriot Act” as defined in Section 3.1(u). 
 “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 Collateral 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 Collateral 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 such acquisition, and after giving effect thereto, no Default or Event of Default shall have occurred and be
continuing or would result therefrom; 
 (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; 
  

 38 








 (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 pro forma compliance with Section 6.8 as required under clause (iv) above, together with all relevant financial information with respect to such acquired assets or Person, business line or unit, or
division, including, without limitation, the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.8; 
 (vi) any Person, business line or unit, division or assets so acquired in accordance herewith shall be engaged primarily 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 NewPageCo and its Subsidiaries and/or
the Acquired Business on the date the Stora Enso Acquisition is consummated and any business or other activities that are reasonably similar or related to the business in which NewPageCo and its Subsidiaries and/or the Acquired Business is engaged
on such date. 
 “Permitted Collateral Liens” means the Liens described in clauses (a), (b), (c), (d) with respect to
Liens on cash and cash deposits only, (g), (i), (k), (n) and (p) of Section 6.2. 
 “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 Discretion” shall mean the Administrative Agent’s and Collateral Agent’s judgment exercised in good faith based upon its consideration of any factor which the Administrative Agent or Collateral Agent
believes in good faith: (a) will or could adversely affect the value of any Collateral, the enforceability or priority of the Collateral Agent’s Liens thereon or the amount which the Collateral Agent and the Lenders would be likely to
receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of 

  

 39 








 
such Collateral; (b) suggests that any collateral report or financial information delivered to the Agents, by or on behalf of, NewPageCo is incomplete,
inaccurate or misleading in any material respect; (c) materially increases the likelihood of a bankruptcy, reorganization or other insolvency proceeding involving NewPageCo or any of its Subsidiaries or any of the Collateral; or
(d) creates or reasonably could be expected to create a Default or Event of Default. In exercising such judgment, the Administrative Agent and Collateral Agent may consider such factors already included in or tested by the definition of
Eligible Accounts or Eligible Inventory, as well as any of the following: (i) changes in collection history and dilution with respect to the Accounts, (ii) changes in demand for, and pricing of, Inventory, (iii) changes in any
concentration of risk with respect to the Accounts and Inventory, (iv) changes in turnover statistics with respect to Inventory and/or Accounts, including actual versus historical and projected, and (v) any other factors that change the
credit risk of lending to NewPageCo on the security of the Accounts and Inventory. The burden of establishing lack of good faith hereunder shall be on NewPageCo. 
 “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. 
 “Platform” as defined in Section 5.1(q). 
 “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. 
 “Portfolio Company
Account” means an Account of NewPageCo or any Borrowing Base Guarantor owing by an Affiliate of NewPageCo or such Borrowing Base Guarantor (i) that contains arms-length terms and arises in the ordinary course of business of NewPageCo
or such Borrowing Base Guarantor and such Affiliate and (ii) the Account Debtor with respect thereto is an Affiliate of NewPageCo or such Borrowing Base Guarantor solely as a result of the Sponsor’s common ownership or the existence of
common directors with NewPageCo or such Borrowing Base Guarantor and such Account Debtor. 
  

 40 








 “PPSA” means the Personal Property Security Act (or any similar or equivalent
legislation) as in effect in any Province of Canada. 
 “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, for each of Administrative Agent, Swing Line Lender and Issuing Bank, such Person’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. 
 “Prior Indebtedness” means, collectively, the indebtedness of the Credit Parties under (a) the Original NewPageCo Revolving Credit
Agreement and (b) the Original First Lien Term Loan Agreement. 
 “Projections” as defined in Section 4.8.

 “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 with respect to all payments, computations and other matters relating to the Revolving
Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the
Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders. 
 “Purchase Agreement
Representations” as defined in Section 3.1(s). 
 “Real Estate Asset” means, at any time of determination, any
fee interest then owned by any Credit Party in any real property. 
 “Refunded Swing Line Loans” as defined in
Section 2.3(b) (iv). 
  

 41 








 “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 NewPageHoldCo PIK Note Documents, the SuperHoldCo PIK Note Documents, the NewPageCo First
Lien Term Loan Documents, Senior Secured Fixed Rate Note Documents, the Senior Secured Floating Rate Note Documents, the 2007 Senior Secured Fixed Rate Note Documents, the Commodities Hedge Agreement, the Fiber Supply Agreements and the Stora Enso
Purchase Agreement. 
 “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. 
 “Required Prepayment Date” as defined in Section 2.15(c). 
 “Requisite Lenders” means one or more Lenders having or holding Revolving Exposure representing more than 50% of the aggregate Revolving
Exposure of all Lenders. For purposes of this definition, the amount of the Revolving Exposure (“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 

  

 42 








 
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. 
 “Reserves” shall mean reserves established against the Borrowing Base that the Collateral Agent may, in its Permitted Discretion,
establish from time to time, including, without limitation, any Banking Services Reserves and Canadian Reserves. 
 “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 NewPageCo First
Lien Term Loan Agreement, any Senior Secured Floating Rate Notes, the Senior Secured Fixed Rate Notes, the 2007 Senior Secured Fixed Rate Notes or the Senior Subordinated Notes. 
 “Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in
Letters of Credit and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving 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 Revolving Commitments as of the Closing Date is $500,000,000. 
 “Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

  

 43 








 “Revolving Commitment Termination Date” means the earliest to occur of (i) the
fifth anniversary of the Closing Date, (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14, (iii) the date of the termination of the Revolving Commitments pursuant to
Section 8.1 and (iv) the earliest date that is 181 days prior to the scheduled maturity date (determined on the date that is 271 days prior to any scheduled maturity date referenced in this clause (iv), without regard to any events
(including refinancings or extensions) occurring after such determination date) of any of (a) the NewPageCo First Lien Term Loan Agreement, (b) the Senior Secured Fixed Rate Notes, (c) the Senior Secured Floating Rate Notes,
(d) the Senior Subordinated Notes, (e) the NewPageHoldCo PIK Notes, (f) the 2007 Senior Secured Fixed Rate Notes and (g) any refinancing of any indebtedness included in items (a) – (f) in this clause (iv).

 “Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination
of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender,
(b) in the case of Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all
participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any
participations therein by other Lenders), and (e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans. 
 “Revolving Loan” means a Loan made by a Lender to NewPageCo pursuant to Section 2.2(a) and/or 2.22. 
 “Revolving Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended, supplemented or otherwise modified from time to time. 
 “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 Lien Financing Collateral” means all property and assets of the Credit Parties other
than the Revolving Credit Collateral (as defined in the Intercreditor Agreement). 
  

 44 








 “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. 

“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 Note Documents” means the Senior Secured Fixed Rate Notes Indenture, the Senior Secured Fixed Rate Notes, the 2007 Senior Secured Fixed Rate Notes and each other document executed in connection with such 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” means the 10% Senior Secured Fixed Rate Notes Due 2012 of NewPageCo
in the initial aggregate principal amount of $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 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. 
  

 45 








 “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, as supplemented by the 2007 Supplemental Indenture. 
 “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 Note Documents” means the Senior Secured Floating Rate Notes Indenture, the Senior Secured Floating Rate
Notes and each other document executed in connection with such 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” means the Senior Secured Floating Rate Notes Due 2012 of NewPageCo in the initial aggregate principal amount of $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. 
 “Senior Secured Floating Rate Notes Indebtedness” means the obligations of NewPageCo pursuant to the Senior Secured Note Documents.

 “Senior Secured Floating Rate Notes Indenture” means that certain Indenture, dated May 2, 2005 (as amended or
supplemented prior to the date hereof), 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 Note Documents” means the Senior Subordinated Notes Indenture, the Senior Subordinated Notes and each other document executed in connection with such 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. 
  

 46 








 “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 Indebtedness” means the obligations of NewPageCo pursuant to the Senior Subordinated Note Documents. 
 “Senior Subordinated Notes Indenture” means that certain Indenture, dated May 2, 2005, pursuant to which the Senior Subordinated Notes are issued. 
 “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”.

 “Sole Lead Arranger” as defined in the preamble hereto. 
 “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). 
 “Specified Representations” as defined in
Section 3.1(s). 
  

 47 








 “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 (or any securitization vehicle that is wholly-owned by such 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 that is not itself a Sponsor Affiliated Institutional Lender. 
 “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, SuperHoldCo or Sponsor, 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. 
 “Standby
Letter of Credit” shall mean any standby letter of credit or similar instrument issued for the purpose of supporting (a) workers’ compensation liabilities of NewPageCo or any Borrowing Base Guarantor or any of their Subsidiaries,
(b) the obligations of third-party insurers of NewPageCo or any of its Subsidiaries arising by virtue of the laws of any jurisdiction requiring third-party insurers to obtain such letters of credit, (c) performance, payment, deposit or
surety obligations of NewPageCo or any Borrowing Base Guarantor or any of their Subsidiaries if required by law or governmental rule or regulation or in accordance with custom and practice in the industry, (d) any obligation of NewPageHoldCo or
any of its Subsidiaries to or for the benefit of Stora Enso Oyi or any of its subsidiaries pursuant to the Stora Enso Purchase Agreement or (e) such other obligations as the Issuing Bank and the Administrative Agent shall approve in their
reasonable judgment. 
  

 48 








 “Stora Enso Acquisition” means the consummation of the purchase by NewPageHoldCo of all
of the outstanding capital stock of Stora Enso North America, Inc. and substantially all of its Subsidiaries from Stora Enso Oyj pursuant to the Stora Enso Purchase Agreement. 
 “Stora Enso Pulp Supply Agreement” shall mean that certain Pulp Supply Agreement, dated as of December 21, 2007, by and among Stora
Enso Oyj and Stora Enso North America, Inc. 
 “Stora Enso Purchase Agreement” means that certain Stock Purchase Agreement,
dated as of September 20, 2007, as amended on December 21, 2007, among Stora Enso Oyj, Stora Enso North America, Inc. and NewPageHoldCo, as it may be amended, restated, supplemented or otherwise modified from time to time to the extent
permitted under Section 6.15. 
 “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; provided, further, that for all purposes of this Agreement (other than the calculation of the financial covenants set forth in Sections 6.8(a), (b), (c) and (d),
and the related definitions), Consolidated Water Power Company shall not be considered a Subsidiary of NewPageHoldCo or NewPageCo. 
 “SuperHoldCo” means NewPage Group, Inc., a Delaware corporation. 
 “SuperHoldCo PIK Note
Documents” means the SuperHoldCo PIK Note Indenture, the SuperHoldCo 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. 
  

 49 








 “SuperHoldCo PIK Notes” means the notes issued pursuant to the SuperHoldCo PIK Notes
Indenture in the aggregate principal amount of not less than $200,000,000 (including any promissory notes issued in payment of accrued interest) and any promissory notes issued in respect of any refinancing or replacement of such SuperHoldCo 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. 
 “SuperHoldCo PIK Notes Indebtedness” means the obligations of SuperHoldCo pursuant to the SuperHoldCo PIK Note Documents. 
 “SuperHoldCo PIK Notes Indenture” means that certain Indenture dated as of the date hereof pursuant to which the SuperHoldCo PIK Notes
are issued. 
 “Supermajority Lenders” means one or more Lenders
having or holding Revolving Exposure and representing more than 66  2/3% of the aggregate Revolving Exposure of
all Lenders that are not Sponsor Affiliated Lenders. 
 “Swing Line Lender” means Wachovia Bank, National
Association, in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity. 
 “Swing Line Loan” means a Loan made by Swing Line Lender to NewPageCo pursuant to Section 2.3. 
 “Swing Line Note” means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time. 
 “Swing Line Sublimit” means the lesser of (i) $50,000,000, and (ii) the aggregate unused amount of Revolving Commitments then
in effect. 
 “Syndication Agent” as defined in the preamble hereto. 
 “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 

  

 50 








 
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). 
 “Terminated
Lender” as defined in Section 2.23. 
 “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. 
 “Total Utilization of Revolving
Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or
reimbursing Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit Usage. 
 “Transaction Costs” means the fees, costs and expenses payable by SuperHoldCo, 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 Closing Date Related Transactions which Transaction Costs
shall not exceed $100,000,000 (exclusive of the closing fee referenced in Section 2.11 of the NewPageCo First Lien Term Loan Agreement). 
 “Transition Services Agreement” means that certain Amended and Restated Transition Services Agreement, dated as of December 21, 2007, which replaces, in its entirety, the Transition Services Agreement, made as of
September 20, 2007 among Stora Enso North America, Inc., NewPage Holding Corporation, and Stora Enso Oyj, a corporation incorporated under the Laws of the Republic of Finland. 
 “Type of Loan” means (i) with respect to Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with respect to
Swing Line Loans, a Base Rate Loan. 
 “UBSS” as defined in the preamble hereto. 
  

 51 








 “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in
effect in any applicable jurisdiction and the PPSA, as applicable. 
 “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. 
 “US Guarantor” means each Guarantor other than a Canadian Credit Party. 
 “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. 
 “2007 Notes
Offering Memorandum” shall mean that certain Offering Memorandum dated as of even date hereof, relating to the issuance of the 2007 Senior Secured Fixed Rate Notes. 
 “2007 Senior Secured Fixed Rate Note Documents” means the Senior Secured Fixed Notes Indenture, the 2007 Supplemental Indenture, the
2007 Senior Secured Fixed Rate 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. 
 “2007 Senior Secured Fixed Rate
Notes” means the notes issued pursuant to the Senior Secured Fixed Rate Notes Indenture on the Closing Date in the aggregate principal amount of not less than $456,000,000 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 2007 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 6.16. 
  

 52 








 “2007 Senior Secured Fixed Rate Notes Indebtedness” means the obligations of NewPageCo
with respect to the 2007 Senior Secured Fixed Rate Notes pursuant to the 2007 Senior Secured Fixed Rate Note Documents. 
 “2007
Supplemental Indenture” means that certain supplemental Indenture, dated December 21, 2007, by and among Stora Enso North America, Inc. and certain of its Subsidiaries as additional guarantors, NewPageCo as issuer, certain Subsidiaries
of NewPageCo as existing guarantors, and HSBC Bank USA, National Association, as trustee. 
 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 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. Any references in this Agreement to
“Articles” and/or “Sections” which make reference to any particular piece of legislation or statute, including without limitation, Bankruptcy Code, ERISA, Internal Revenue Code and/or UCC shall for greater certainty mean the
equivalent section in the 

  

 53 








 
applicable piece of legislation to the extent that the context implies reference to such other similar or equivalent legislation as is in effect from time to
time in any other applicable jurisdiction, as applicable. Furthermore, where any such reference is meant to apply to such other similar or equivalent legislation where such other similar or equivalent legislation has parallel or like concepts, then
such references shall import such parallel or like concepts from such other similar or equivalent legislation, as applicable. 
 SECTION 2. LOANS AND
LETTERS OF CREDIT 
 2.1. [Reserved]. 
 2.2. Revolving Loans. 
 (a) Revolving Commitments. During the Revolving Commitment Period,
subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans to NewPageCo in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided, that after giving effect to the
making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the lesser of (i) the Revolving Commitments then in effect and (ii) the Dollar Equivalent of the Borrowing Base then in effect. Amounts
borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all
other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full on the Revolving Commitment Termination Date. Notwithstanding anything herein to the contrary, the aggregate amount of Revolving
Loans made on the Closing Date shall not exceed $30,000,000. 
 (b) Borrowing Mechanics for Revolving Loans. 
 (i) Except pursuant to 2.4(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $5,000,000 and
integral multiples of $1,000,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. 
 (ii) Whenever NewPageCo desires that Lenders make Revolving Loans, NewPageCo shall deliver to Administrative Agent a fully executed
Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business 

  

 54 








 
Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice
for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and NewPageCo shall be bound to make a borrowing in accordance therewith. 
 (iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata
Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided Administrative Agent shall have received such notice by
10:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as Administrative Agent’s receipt of such Notice from NewPageCo. 
 (iv) Each Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 12:00 p.m. (New York City
time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein,
Administrative Agent shall make the proceeds of such Revolving Loans available to NewPageCo on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative
Agent from Lenders to be credited to the account of NewPageCo at the Principal Office designated by Administrative Agent or such other account as may be designated in writing to Administrative Agent by NewPageCo. 
 2.3. Swing Line Loans. 
 (a) Swing
Line Loans Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, Swing Line Lender hereby agrees to make Swing Line Loans to NewPageCo in the aggregate amount up to but not exceeding the Swing Line
Sublimit; provided, that after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the lesser of (i) the Revolving Commitments then in effect and (ii) the
Borrowing Base then in effect. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving Commitment Period. Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination
Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments shall be paid in full on the Revolving Commitment Termination Date. 
  

 55 








 (b) Borrowing Mechanics for Swing Line Loans. 
 (i) Swing Line Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that
amount. 
 (ii) Whenever NewPageCo desires that Swing Line Lender make a Swing Line Loan, NewPageCo shall deliver to Swing
Line Lender and Administrative Agent a Funding Notice no later than 12:00 p.m. (New York City time) on the proposed Credit Date. Unless Swing Line Lender has received notice from the Administrative Agent to the contrary, Swing Line Lender shall be
entitled to rely on any certification from NewPageCo contained in any Funding Notice to the effect that the conditions precedent to the issuance of any requested Swing Line Loan have been satisfied in full, including, without limitation, that after
giving effect to the making of such Swing Line Loan, the Total Utilization of Revolving Commitments would not exceed the lesser of (1) the Revolving Commitments then in effect and (2) the Borrowing Base then in effect. 
 (iii) Unless Swing Line Lender has received notice from Administrative Agent that the conditions precedent to the making of any requested
Swing Line Loan have not been satisfied in full, then Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent by no later than 2:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of
same day funds in Dollars, at Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Swing Line Loans
available to NewPageCo on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by Administrative Agent from Swing Line Lender to be credited to the account of
NewPageCo at Administrative Agent’s Principal Office, or to such other account as may be designated in writing to Administrative Agent by NewPageCo. 
 (iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by NewPageCo pursuant to Section 2.13, Swing Line Lender may at any time in its sole and absolute discretion (but no less
frequently than weekly), deliver to Administrative Agent (with a copy to NewPageCo), no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding
Notice given by NewPageCo) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to NewPageCo on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “Refunded
Swing Line Loans”) outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything 

  

 56 








 
contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than Swing Line Lender
shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to NewPageCo) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, Swing Line
Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to NewPageCo, and such portion of the Swing Line Loans deemed to be so paid shall no longer be
outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender’s outstanding Revolving Loans to NewPageCo and shall be due under the Revolving
Loan Note issued by NewPageCo to Swing Line Lender. NewPageCo hereby authorizes Administrative Agent and Swing Line Lender to charge NewPageCo’s accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such
account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent of the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by Swing Line Lender, are not
sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of NewPageCo from Swing Line Lender in bankruptcy, by assignment for
the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17. 
 (v) If for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed
to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have
purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from Swing Line Lender, each
Lender holding a Revolving Commitment shall deliver to Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of Swing Line Lender. In order to evidence such
participation each Lender holding a Revolving Commitment agrees to enter into a participation agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any Lender holding a
Revolving Commitment fails to make available to Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender 

  

 57 








 
together with interest thereon for three Business Days at the rate customarily used by Swing Line Lender for the correction of errors among banks and
thereafter at the Base Rate, as applicable. 
 (vi) Notwithstanding anything contained herein to the contrary, (1) each
Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans
pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (A) any set-off, counterclaim, recoupment, defense or other right which such Lender
may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties,
assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that Swing Line Lender believed in good faith that all conditions under Section 3.2 to the making of the applicable Refunded
Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or the satisfaction of any such condition not satisfied had been waived by the Requisite Lenders prior
to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made; and (2) Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during
the continuation of a Default or Event of Default or (B) at a time when a Funding Default exists unless Swing Line Lender has entered into arrangements satisfactory to it and NewPageCo to eliminate Swing Line Lender’s risk with respect to
the Defaulting Lender’s participation in such Swing Line Loan, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans. 
 (vii) Upon the request by Swing Line Lender to have a Revolving Loan made for the purpose of repaying any Refunded Swing Line Loan
pursuant to the preceding paragraph (iv) or the request by Swing Line Lender to have Lender purchase a participation in any unpaid Swing Line Loans pursuant to the preceding paragraph (v), unless Swing Line Lender has received notice from the
Administrative Agent that the conditions precedent under Section 3.2 were not satisfied in full at the time that the Swing Line Loan was made to NewPageCo to which such Refunded Swing Line Loan relates or to which such participation in any
unpaid Swing Line Loans relates, Swing 

  

 58 








 
Line Lender shall be deemed to have satisfied the condition of possessing a good faith belief that all conditions precedent under Section 3.2 have been
satisfied for purposes of the immediately preceding paragraph (vi). 
 2.4. Issuance of Letters of Credit and Purchase of Participations
Therein 
 (a) Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank
agrees to issue Letters of Credit for the account of NewPageCo in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated
amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the
lesser of (1) the Revolving Commitments then in effect and (2) the Borrowing Base then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in
effect; (v) in no event shall any Standby Letter of Credit have an expiration date later than the earlier of (1) the scheduled Revolving Commitment Termination Date set forth in clause (i) of the definition of “Revolving
Commitment Termination Date” and (2) the date which is one year from the date of issuance of such Standby Letter of Credit; and (vi) in no event shall any Commercial Letter of Credit (x) have an expiration date later than the
earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such Commercial Letter of Credit or (y) be issued if such Commercial Letter of Credit is otherwise
unacceptable to Issuing Bank in its reasonable discretion. Each Existing Letter of Credit issued for the account of NewPageCo under the Original Revolving Credit Agreement will be deemed to have been issued hereunder by the applicable Issuing Bank
and continued for the account of NewPageCo under this Agreement, in each case, on and as of the Closing Date. Subject to the foregoing, Issuing Bank may agree that a Standby Letter of Credit will automatically be extended for one or more successive
periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has
occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, in the event a Funding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has
entered into arrangements satisfactory to it and NewPageCo to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro
Rata Share of the Letter of Credit Usage. NewPageCo shall have the right to select the Issuing Bank for each Letter of Credit it requests. 
 (b) Notice of Issuance. Whenever NewPageCo desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and Issuing Bank an Issuance Notice no later 

  

 59 








 
than 12:00 p.m. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial
Letters of Credit), or in each case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing
Bank shall issue the requested Letter of Credit only in accordance with Issuing Bank’s standard operating procedures. Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly
notify each Lender of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit
pursuant to Section 2.4(e). In the event there shall be any conflict between the terms contained in any Issuance Notice and this Agreement, the terms of this Agreement shall govern. Unless the Issuing Bank has received notice from the
Administrative Agent to the contrary, the Issuing Bank shall be entitled to rely on any certification from NewPageCo contained in any Issuance Notice to the effect that the conditions precedent to the issuance of any requested Letter of Credit have
been satisfied in full, including, without limitation, that after giving effect to such issuance, the Total Utilization of Revolving Commitments would not exceed the lesser of (1) the Revolving Commitments then in effect and (2) the
Borrowing Base then in effect. 
 (c) Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments. In
determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether
they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between NewPageCo and Issuing Bank, NewPageCo assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by
Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal
effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully (so long as such beneficiary has complied substantially) with any conditions required in order to draw upon such Letter of
Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms;
(vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit 

  

 60 








 
or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of
Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s rights or powers
hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good
faith, shall not give rise to any liability on the part of Issuing Bank to NewPageCo. Notwithstanding anything to the contrary contained in this Section 2.4(c), NewPageCo shall retain any and all rights it may have against Issuing Bank for any
liability arising solely out of the gross negligence, willful misconduct or bad faith of Issuing Bank. 
 (d) Reimbursement by NewPageCo
of Amounts Drawn or Paid Under Letters of Credit. In the event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify NewPageCo and Administrative Agent, and NewPageCo shall reimburse Issuing Bank on
the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided, anything contained herein to the contrary
notwithstanding, (i) unless NewPageCo shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that NewPageCo intends to reimburse Issuing Bank for the amount of such
honored drawing with funds other than the proceeds of Revolving Loans, NewPageCo shall be deemed to have given a timely Funding Notice to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement
Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base
Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided further, if for any reason
proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, NewPageCo shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess of
the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.4(d) shall be deemed to relieve any Lender from its obligation to make Revolving Loans on the terms
and conditions set forth herein, and NewPageCo shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.4(d). 
 (e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Lender having a
Revolving Commitment shall be 

  

 61 








 
deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Letter of Credit and any drawings honored
thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that NewPageCo shall fail for any
reason to reimburse Issuing Bank as provided in Section 2.4(d), Issuing Bank shall promptly notify each Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such
Lender’s Pro Rata Share of the Revolving Commitments. Each Lender shall make available to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice,
not later than 12:00 p.m. (New York City time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing Bank. In the event that any Lender fails to make
available to Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.4(e), Issuing Bank shall be entitled to recover such amount on demand from such Lender together
with interest thereon for three Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any
Lender to recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by
such Lender constituted gross negligence, willful misconduct or bad faith on the part of Issuing Bank. In the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing
honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of all
payments subsequently received by Issuing Bank from NewPageCo in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or
at such other address as such Lender may request. 
 (f) Obligations Absolute. The obligation of NewPageCo to reimburse Issuing Bank
for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be unconditional and irrevocable and shall
be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off,
defense or other right which NewPageCo or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in
the case of a Lender, against NewPageCo, whether in connection herewith, the transactions contemplated herein or 

  

 62 








 
any unrelated transaction (including any underlying transaction between NewPageCo or one of its Subsidiaries and the beneficiary for which any Letter of
Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of NewPageHoldCo or any of its Subsidiaries; (vi) any breach hereof or of any other Credit Document by any party thereto; (vii) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, with respect to such obligations to such Issuing Bank, that payment by
Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence, willful misconduct or bad faith of Issuing Bank under the circumstances in question. 
 (g) Indemnification. Without duplication of any obligation of NewPageCo under Section 11.2 or 11.3, in addition to amounts payable as
provided herein, NewPageCo hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel and allocated costs of internal counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by Issuing Bank, other than as a result of
(1) the gross negligence, willful misconduct or bad faith of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to
honor a drawing under any such Letter of Credit as a result of any Governmental Act. 
 2.5. Pro Rata Shares; Availability of Funds. 

 (a) Pro Rata Shares. All 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 Loan requested hereunder or purchase a participation required hereby nor
shall any Revolving 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 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 applicable Credit Date that such Lender
does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit 

  

 63 








 
Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent
may, in its sole discretion, but shall not be obligated to, make available to NewPageCo a corresponding amount on such Credit 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 such Credit 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 notify NewPageCo and NewPageCo shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit 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 Revolving 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 Revolving
Commitments shall be applied by NewPageCo (i) to fund the Stora Enso Acquisition (including refinancing or retiring on the Closing Date any of the Existing Indebtedness), (ii) to pay Transaction Costs and (iii) for working capital and
general corporate purposes of NewPageHoldCo and its Subsidiaries, including Permitted Acquisitions and permitted Capital Expenditures. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such
Credit Extension 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; 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 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 any Lender’s Revolving Commitments or NewPageCo’s Obligations in respect of any applicable 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 

  

 64 








 
Lenders and the Revolving Commitments and Loans of each Lender from time to time (the “Register”). The Register shall be available for
inspection by NewPageCo, any Lender or any Issuing Bank (with respect to any entry relating to such Lender’s or Issuing Bank’s 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 Revolving Commitments and the Loans in accordance with the provisions of Section 11.6, and each repayment or prepayment in respect of the principal amount of the 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 any Lender’s Revolving Commitments or
NewPageCo’s Obligations in respect of any 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.” 
 (c) 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 and in accordance with Section 11.6) on the Closing Date (or, if such notice is delivered
after the Closing Date, promptly after NewPageCo’s receipt of such notice) a Note or Notes to evidence such Lender’s Revolving Loan or Swing Line Loan, as the case may be. 
 (d) Cash Management. All funds held by NewPageCo or any other Credit Party (except as permitted by Section 9.1(e)(iii)) shall be deposited in
one or more dominion and control bank or investment accounts, in form and substance reasonably satisfactory to Collateral Agent, and, following the occurrence and during the continuance of a Cash Dominion Trigger Event at the option of the
Administrative Agent shall be applied on a daily basis to the repayment of the Swing Line Loans and, thereafter, to any Revolving Loans which become due, without a reduction in the Revolving Commitments. 
 2.8. Interest on Loans. 
 (a) Except
as otherwise set forth herein, each 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) in the case of Revolving Loans, 
  

 65 








 (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or 
 (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; and 
 (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin. 
 (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans
only), 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 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 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 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 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 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 Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of 

  

 66 








 
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 Loan or the expiration
date of an Interest Period applicable to such 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 Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. 
 (e) Except
as otherwise set forth herein, interest on each 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; (ii) shall accrue on a
daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity
of the Loans, including final maturity of the 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. 
 (f) NewPageCo agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in
respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of NewPageCo at a rate equal to (i) for the period from the date such drawing is honored to but
excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest
otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans. 
 (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a  365/366-day
year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt
by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding
the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of
credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such
honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in
respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by
NewPageCo. 
  

 67 








 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 Revolving 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 
 (ii) upon the expiration of any
Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such 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. Upon the occurrence and during the continuance of an Event of Default, the principal amount of all Loans outstanding and not paid when due, and, to the extent permitted by applicable law, any interest payments on the 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 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 that are not paid when due, 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 

  

 68 








 
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. Notwithstanding the foregoing, any provision of this Agreement that would oblige a Canadian Credit Party to pay any fine, penalty or rate of interest on any arrears of principal or
interest secured by a mortgage on real property or hypothec on immovables that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Canadian Credit Party,
which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears. 
 2.11. Fees. 
 (a) NewPageCo agrees to pay to Lenders having Revolving Exposure: 
 (i) commitment fees equal to (1) the average of the daily difference between (a) the Revolving Commitments, and (b) the
Total Utilization of Revolving Commitments, times (2) the Applicable Revolving Commitment Fee Percentage, per annum; and 
 (ii) letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit
(regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). 
 All fees
referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. 
 (b) NewPageCo agrees to pay directly to Issuing Bank, for its own account, the following fees: 
 (i) a fronting fee equal to 0.250%, per annum, times the average aggregate daily maximum amount available to be drawn under all
Letters of Credit (determined as of the close of business on any date of determination); and 
 (ii) such documentary and
processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges provided to NewPageCo and as in effect at the time of such issuance,
amendment, transfer or payment, as the case may be. 
  

 69 








 (c) All fees referred to in Section 2.11(a) and 2.11(b) (i) shall be calculated on the basis of
a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on April 1, July 1, October 1 and January 1 of each year during the Revolving Commitment Period, commencing on the first
such date to occur after the Closing Date, and on the Revolving Commitment Termination Date. 
 In addition to any of the foregoing fees,
NewPageCo agrees to pay to Agents such other fees, if any, in the amounts and at the times separately agreed upon. 
 2.12. [Reserved].

 2.13. Voluntary Prepayments/Commitment Reductions. 
 (a) Voluntary Prepayments. 
 (i) Any time and from time to time: 
 with respect to Base Rate Loans, NewPageCo may prepay any such Loans without
penalty or premium 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; 
 with respect to Eurodollar Rate Loans, NewPageCo may prepay any such Loans without penalty or premium 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 
 with
respect to Swing Line Loans, NewPageCo may prepay any such Loans without penalty or premium on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000, and in integral multiples of $500,000 in excess of that amount.

 (ii) All such prepayments shall be made: 
 upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; 
  

 70 








 upon not less than three Business Days’ prior written or telephonic notice in the
case of Eurodollar Rate Loans; and 
 upon written or telephonic notice on the date of prepayment, in the case of Swing Line
Loans; 
 in each case given to Administrative Agent or Swing Line Lender, as the case may be, 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 Revolving Loans by telefacsimile or telephone to each Lender) or Swing Line Lender, as
the case may be. Upon the giving of any such notice, the principal amount of the 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). 
 (b) Voluntary Commitment Reductions. 
 (i) NewPageCo may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative
Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without
premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided, any such
partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. 
 NewPageCo’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving
Commitments shall be effective on the date specified in NewPageCo’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof. 
  

 71 








 2.14. Mandatory Prepayments. NewPageCo shall from time to time prepay first, the Swing Line
Loans, second, the Revolving Loans, third, reimbursement obligations with respect to Letters of Credit, and fourth, to cash collateralize Letters of Credit to the extent necessary so that the Total Utilization of Revolving
Commitments shall not at any time exceed the Revolving Commitments or the Borrowing Base then in effect. 
 2.15. Application of
Prepayments. 
 (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to
Section 2.13(a) shall be applied as specified by NewPageCo in the applicable notice of prepayment; provided, in the event NewPageCo fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be
applied as follows (without reduction of the Revolving Loan Commitments): 
 first, to repay outstanding Swing Line
Loans to the full extent thereof; and 
 second, to repay outstanding Revolving Loans to the full extent thereof.

 (b) Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Any prepayment of any 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). 
 2.16. General Provisions Regarding Payments. 
 (a) All payments by NewPageCo of principal, interest, fees and other Credit Agreement 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 Loan (other than voluntary prepayments of Revolving Loans) 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 

  

 72 








 
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” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any 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 and,
with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. 
 (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 p.m. (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 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 Credit Agreement 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. 
  

 73 








 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 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, amounts payable in respect of Letters of Credit, 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. 
 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 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 Loans may be made as, or converted to, Eurodollar
Rate Loans until such time as Administrative Agent 

  

 74 








 
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 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 Loans as, or to convert 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 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 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 Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the
terms hereof. 
  

 75 








 (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 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. 
 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 (which term shall include Issuing
Bank for purposes of this Section 2.19(a)) 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 

  

 76 








 
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 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 (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any
law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof after the Closing Date 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 adopted or becoming effective or 

  

 77 








 
applicable after the Closing Date, 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 Loans, Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit 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 (which term shall include the Issuing Bank for purposes of this Section 2.19(c)) 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 (which term shall include Issuing Bank for purposes of this Section 2.20(b)) under any of the Credit Documents: (i) NewPageCo shall notify Administrative Agent of any such requirement or any change in any


  

 78 








 
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 federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit
Documents, or (ii) if such Lender is not a “bank” or other Person 

  

 79 








 
described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a
Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN and/or Form W-8IMY, as applicable (or, in each case, any successor form), 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 federal income tax with respect to any payments to such Lender of
interest payable under any of the Credit Documents. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(c) hereby agrees,
from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material
respect, that such Lender shall promptly deliver to Administrative Agent for transmission to NewPageCo two new original copies of Internal Revenue Service Form W-8BEN and/or Form W-8IMY, as applicable or W-8ECI, or a Certificate re Non-Bank Status
and two original copies of Internal Revenue Service Form W-8BEN and/or Form W-8IMY, as applicable (or, in each case, any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required
under the Internal Revenue Code and reasonably requested by NewPageCo to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit
Documents, or notify Administrative Agent and NewPageCo of its inability to deliver any such forms, certificates or other evidence. NewPageCo shall not be required to pay any additional amount to any Non-US Lender under Section 2.20(b)(iii) if
such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in this Section 2.20(c), or (2) to notify Administrative Agent and NewPageCo of its inability to deliver any such forms, certificates
or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it
became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve NewPageCo of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any
applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof (a “Change in Law”), such Lender is no longer properly entitled to deliver forms,
certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein. 
 (d) Partnerships. For purposes of this Section 2.20, in the case of any Lender that is a treated as a partnership for U.S. federal income tax purposes, any Taxes required to be deducted and withheld by such Lender with respect
to payments made by or on behalf of any 

  

 80 








 
Credit Party under any Credit Document shall be treated as Taxes required to be deducted by such Credit Party, but only to the extent such Taxes
(i) would have been required to be deducted and withheld by the Lender if the Lender were treated as a corporation for U.S. federal income tax purposes making such payments under the Credit Documents on behalf of such Credit Party,
(ii) arise from a Change in Law occurring after the date that such Lender becomes a party to this Agreement and (iii) are not attributable to any action taken subsequent to such Change in Law by such Lender or a Person that is treated as a
partner in such partnership for U.S. federal income tax purposes; provided, however, that any limitation in clause (iii) shall not apply to the extent such Taxes would, prior to the occurrence of such action, otherwise have been required
pursuant to this Section 2.20(d) to be treated as Taxes required to be deducted by such Credit Party. 
 (e) Other Taxes.
NewPageCo shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
 (f) Refunds. If
Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by a Credit Party or with respect to which a Credit Party
has paid additional amounts pursuant to this Section 2.20, it shall pay over such refund to such Credit Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section 2.20 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund); provided, that such Credit Party, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to Administrative Agent or such Lender in the event Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. 
 2.21. Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21)agrees that, as promptly as practicable after the officer of such Lender responsible for
administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive
payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain
its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an
Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as 

  

 81 








 
determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit
through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will
not be obligated to utilize such other office pursuant to this Section 2.21 unless NewPageCo agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (i) above. A
certificate as to the amount of any such expenses payable by NewPageCo pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to NewPageCo (with a copy to Administrative
Agent) shall be conclusive absent manifest error. 
 2.22. Defaulting Lenders. Anything contained herein to the contrary
notwithstanding, in the event that any Lender defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Revolving Loan or its portion of any unreimbursed payment under
Section 2.3(b)(iv) or 2.4(e) (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes
of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents; (b) to the extent permitted by applicable law, until such time as the Default Excess with respect to such Defaulting
Lender shall have been reduced to zero, (i) any voluntary prepayment of the Revolving Loans shall, if NewPageCo so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting
Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Revolving Loans shall, if NewPageCo so directs at the time of making such mandatory prepayment,
be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that NewPageCo shall
be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); (c) such Defaulting Lender’s
Revolving Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee payable to Lenders in respect of any day
during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Commitment fee pursuant to Section 2.11 with respect to such Defaulting Lender’s Revolving
Commitment in respect of any Default Period with respect to such Defaulting Lender; and (d) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted
Loans of such Defaulting Lender. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, 

  

 82 








 
performance by NewPageCo of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any Funding
Default or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which NewPageCo may have against such Defaulting Lender with respect to
any Funding Default and which Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Funding Default. 
 2.23. Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to NewPageCo that
such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such
payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after NewPageCo’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender,
(ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after
NewPageCo’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 11.5(b), the consent
of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such
Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), NewPageCo may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such
Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance
with the provisions of Section 11.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender
an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings of Letters of Credit that have been funded
by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on
the date of such assignment, NewPageCo shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall
consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, NewPageCo may not make such election with respect to any 

  

 83 








 
Terminated Lender that is also an Issuing Bank unless, prior to or simultaneously with the effectiveness of such election, NewPageCo shall have caused each
outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer
constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. 
 2.24. Determination of Borrowing Base 
 (a) Eligible Accounts. On any date of determination of the Borrowing Base, all of the Accounts owned by NewPageCo and each Borrowing Base Guarantor, as applicable, and reflected in the most recent Borrowing Base Certificate delivered
by NewPageCo to the Collateral Agent and the Administrative Agent shall be “Eligible Accounts” for the purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, the
Collateral Agent and the Administrative Agent reserve the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust the applicable advance rate with
respect to Eligible Accounts, in their Permitted Discretion, subject to the approval of the Supermajority Lenders in the case of adjustments, new criteria or changes in the applicable advance rates which have the effect of making more credit
available. Eligible Accounts shall not include any of the following Accounts: 
 (i) any Account in which the Collateral
Agent, on behalf of the Secured Parties, does not have a first priority and perfected Lien and such Account shall be free and clear of all Liens other than Permitted Collateral Liens; 
 (ii) any Account that is not owned by NewPageCo or Borrowing Base Guarantor; 
 (iii) any Account due from an Account Debtor that is not domiciled in the United States or Canada and (if not a natural Person) organized
under the laws of the United States or Canada or any political subdivision thereof; 
 (iv) any Account that is payable in any
currency other than Dollars or, with respect to any Account Debtor domiciled in Canada or organized under the laws of Canada or any political subdivision thereof, Canadian Dollars, unless such Account is supported by an irrevocable letter of credit
in form and substance satisfactory to the Collateral Agent, issued by a financial institution satisfactory to the Collateral Agent and which has been duly transferred to the Collateral Agent (together with sufficient documentation to permit direct
draws by the Collateral Agent thereon); 
  

 84 








 (v) any Account that does not arise from the sale of goods or the performance of services
by NewPageCo or such Borrowing Base Guarantor in the ordinary course of its business; 
 (vi) any Account that does not comply
with all applicable legal requirements, including, without limitation, all laws, rules, regulations and orders of any Governmental Authority (including any Account due from an Account Debtor located in the States of Minnesota or New Jersey unless
NewPageCo or the applicable Borrowing Base Guarantor (at the time the Account was created and at all times thereafter) (i) had filed and has maintained effective a current notice of business activities report with the appropriate office or
agency of such States, as applicable, or (ii) was and has continued to be exempt from filing such report and has provided the Lenders with satisfactory evidence thereof); 
 (vii) any Account (a) upon which either NewPageCo’s or any Borrowing Base Guarantor’s, as applicable, right to receive
payment is not absolute or is contingent upon the fulfillment of any condition whatsoever unless such condition is satisfied or (b) as to which either NewPageCo or any Borrowing Base Guarantor, as applicable, is not able to bring suit or
otherwise enforce its remedies against the Account Debtor through judicial or administrative process or (c) that represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under
which the Account Debtor’s obligation to pay that invoice is subject to NewPageCo’s or Borrowing Base Guarantor’s, as applicable, completion of further performance under such contract or is subject to the equitable lien of a surety
bond issuer; 
 (viii) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account, it
being understood that the remaining balance of the Account shall be eligible; 
 (ix) any Account that is not a true and
correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; 
 (x) any Account with respect to which an invoice or other electronic transmission constituting a request for payment, reasonably
acceptable to the Collateral Agent in form and substance, has not been sent on a timely basis to the applicable Account Debtor according to the normal invoicing and timing procedures of NewPageCo or Borrowing Base Guarantor, as applicable;

  

 85 








 (xi) any Account (other than a Portfolio Company Account) that arises from a sale to any
director, officer, other employee or Affiliate of NewPageCo or any Borrowing Base Guarantor, or to any entity that has any common officer or director with NewPageCo or any Borrowing Base Guarantor; 
 (xii) to the extent NewPageCo or any Subsidiary is liable for goods sold or services rendered by the applicable Account Debtor to
NewPageCo or any Subsidiary but only to the extent of the potential offset; 
 (xiii) any Account that arises with respect to
goods that are delivered on a bill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; 
 (xiv) any Account (a) not paid within 90 days following its original invoice date or that is more than 60 days past due according to
its original terms of sale; or (b) with respect to which the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or
(c) with respect to which a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law
or laws for the relief of debtors; 
 (xv) any Account that is the obligation of an Account Debtor (other than an individual)
if 50% or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in this Section 2.24(a); 
 (xvi) any Account as to which any of the representations or warranties in the Credit Documents are untrue; 
 (xvii) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; 
 (xviii) to the extent such Account exceeds any credit limit established by the Collateral Agent, in its Permitted Discretion, following
prior notice of such limit by the Collateral Agent to NewPageCo; 
  

 86 








 (xix) that portion of any Account (a) in respect of which there has been, or should
have been, established by NewPageCo or any Borrowing Base Guarantor a contra account, whether in respect of contractual allowances with respect to such Account, audit adjustment, anticipated discounts or otherwise, or (b) which is due from an
Account Debtor to whom NewPageCo or any Borrowing Base Guarantor owes a trade payable, but only to the extent of such trade payable or (c) which NewPageCo or any Borrowing Base Guarantor knows is subject to the exercise by an Account Debtor of
any right of recession, set-off, recoupment, counterclaim or defense; or 
 (xx) any Account on which the Account Debtor is a
Governmental Authority, unless NewPageCo or any Borrowing Base Guarantor, as applicable, has assigned its rights to payment of such Account to the Administrative Agent pursuant to the Assignment of Claims Act of 1940, as amended, in the case of a
federal Governmental Authority, and pursuant to applicable law, if any, in the case of any other Governmental Authority, and such assignment has been accepted and acknowledged by the appropriate government officers. 
 (b) Eligible Inventory. On any date of determination of the Borrowing Base, all of the Inventory owned by NewPageCo and each Borrowing Base
Guarantor, as applicable, and reflected in the most recent Borrowing Base Certificate delivered by NewPageCo to the Collateral Agent and the Administrative Agent shall be “Eligible Inventory” for the purposes of this Agreement, except any
Inventory to which any of the exclusionary criteria set forth below applies. The Collateral Agent shall have the right to establish, modify or eliminate Reserves against Eligible Inventory from time to time in its Permitted Discretion. In addition,
the Collateral Agent and the Administrative Agent reserve the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust the applicable advance rate with
respect to Eligible Inventory, in their Permitted Discretion, subject to the approval of the Supermajority Lenders in the case of adjustments, new criteria, changes in the applicable advance rate or the elimination of Reserves which have the effect
of making more credit available. Eligible Inventory shall not include any Inventory of NewPageCo or any Borrowing Base Guarantor that: 
 (i) the Collateral Agent, on behalf of Secured Parties, does not have a first priority and perfected Lien on such Inventory and such Inventory shall be free and clear of all Liens other than Permitted Collateral
Liens; 
 (ii) (a) is stored at a location not owned by NewPageCo or a Borrowing Base Guarantor where the aggregate value
of Inventory exceeds $750,000 unless the Collateral Agent has given its prior consent thereto and unless either (x) a reasonably satisfactory Landlord Waiver and Consent Agreement has been delivered to the 

  

 87 








 
Collateral Agent, or (y) Reserves reasonably satisfactory to the Collateral Agent but in no event to exceed the aggregate of three (3) months’
rent with respect to each such location have been established with respect thereto or (b) is stored with a bailee or warehouseman where the aggregate value of Inventory exceeds $750,000 unless either (x) a reasonably satisfactory,
acknowledged bailee waiver letter has been received by the Collateral Agent or (y) Reserves reasonably satisfactory to the Collateral Agent but in no event to exceed the aggregate of three (3) months’ rent with respect to each such
location have been established with respect thereto, or (c) is located at an owned location subject to a mortgage in favor of a lender other than the Collateral Agent where the aggregate value of Inventory exceeds $750,000 unless either
(x) a reasonably satisfactory mortgagee waiver has been delivered to the Collateral Agent or (y) Reserves reasonably satisfactory to the Collateral Agent have been established with respect thereto; 
 (iii) is placed on consignment, unless a valid consignment agreement which is reasonably satisfactory to Collateral Agent is in place with
respect to such Inventory; 
 (iv) is covered by a negotiable document of title, unless such document has been delivered to
the Collateral Agent with all necessary endorsements, free and clear of all Liens except those in favor of the Collateral Agent and the Lenders and landlords, carriers, bailees and warehousemen if clause (ii) above has been complied
with; 
 (v) is to be returned to suppliers; 
 (vi) is obsolete, unsalable, shopworn, damaged or unfit for sale; 
 (vii) consists of display items, samples or packing or shipping materials, manufacturing supplies, work-in-process Inventory or
replacement parts it being understood that nothing in this clause (vii) shall be construed to exclude pulp and chemicals (provided such chemicals are sealed in unopened containers) from Eligible Inventory; 
 (viii) is not of a type held for sale in the ordinary course of NewPageCo’s or any Borrowing Base Guarantor’s, as applicable,
business; 
 (ix) breaches any of the representations or warranties pertaining to Inventory set forth in the Credit Documents;

 (x) consists of Hazardous Material or goods that can be transported or sold only with licenses that are not readily
available; 
  

 88 








 (xi) is not covered by casualty insurance maintained as required by Section 5.5;

 (xii) is subject to any licensing arrangement the effect of which would be to limit the ability of Collateral Agent, or any
Person selling the Inventory on behalf of Collateral Agent, to sell such Inventory in enforcement of the Collateral Agent’s Liens, without further consent or payment to the licensor or other; or 
 (xiii) is not located in the United States of America or Canada. 
 2.25. Conversion of Canadian Dollars to Dollars. The Collateral Agent will determine the Dollar Equivalent with respect to any portion of the
Borrowing Base reported in Canadian Dollars (1) as of the date of the delivery of the Borrowing Base Certificate pursuant to Section 5.16(a) and (2) at such other times as the Collateral Agent shall determine in its reasonable
discretion. 
 SECTION 3. CONDITIONS PRECEDENT 
 3.1. Closing Date. The obligation of any Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions on or before the Closing Date:

 (a) Credit Documents. Administrative Agent shall have received sufficient copies of each Credit Document originally executed and
delivered by each applicable Credit Party for each Lender. 
 (b) Organizational Documents; Incumbency. Administrative Agent shall
have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each
Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of
Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its
assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate (or the equivalent
thereof) from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each
dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request. 
  

 89 








 (c) Organizational and Capital Structure. The organizational structure and capital structure of
NewPageHoldCo and its Subsidiaries after giving effect to the Stora Enso Acquisition shall be as set forth on Schedule 4.1. 
 (d)
Capitalization of SuperHoldCo, NewPageHoldCo and NewPageCo. On or before the Closing Date: 
 (i) NewPageCo shall have
received gross proceeds from the loans under the NewPageCo First Lien Term Loan Agreement in an aggregate amount in cash not less than $1,584,000,000; 
 (ii) NewPageCo shall have received gross proceeds from the issuance of the 2007 Senior Secured Fixed Rate Notes in an aggregate amount in cash of not less than $456,000,000; and 
 (iii) SuperHoldCo shall have issued the SuperHoldCo PIK Notes. 
 (e) Consummation of the Closing Date Related Transactions Contemplated by the Applicable Related Agreements. 
 (i) (1) All conditions to the Stora Enso Acquisition as set forth in the Stora Enso Purchase Agreement shall have been satisfied or
the fulfillment of any such conditions shall have been waived provided the consent of the Administrative Agent shall have been obtained for waivers of material conditions where such waiver is materially adverse to the Lenders,
(2) contemporaneously with the Credit Extensions on the Closing Date and the application of the proceeds thereof, the Stora Enso Acquisition shall have been consummated in accordance with the terms of the Stora Enso Purchase Agreement and
(3) the aggregate consideration paid to Stora Enso Oyj in connection with the Stora Enso Acquisition in the form of cash and SuperHoldCo PIK Notes shall not exceed $1,700,000,000, subject to closing and post-closing adjustments; and 

(ii) Syndication Agent and Administrative Agent shall each have received a fully executed or conformed copy of each Related Agreement
and any documents executed in connection therewith, together with copies of each of the opinions of counsel, if any, delivered to the parties under the Related Agreements, accompanied by a letter from each such counsel (to the extent not
inconsistent with such counsel’s established internal policies) authorizing Lenders to rely upon such opinion to the same extent as though it were addressed to Lenders. 
  

 90 








 (f) Existing Indebtedness. On the Closing Date, NewPageHoldCo and its Subsidiaries shall have
(i) after giving effect to the initial Credit Extension, the Closing Date Related Transactions and application of the proceeds thereof, repaid or refinanced in full all Existing Indebtedness (other than the Existing Indebtedness set forth on
Schedule 6.1), (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Syndication Agent and Administrative Agent all binding documents or instruments necessary to provide for the release
of all Liens securing Existing Indebtedness or other obligations of NewPageHoldCo and its Subsidiaries thereunder being repaid or refinanced on the Closing Date, and (iv) made arrangements satisfactory to Administrative Agent with respect to
the cancellation of any letters of credit outstanding thereunder or indemnification of the issuing banks with respect thereto (except for any such letters of credit to be considered as issued hereunder on the Closing Date). 
 (g) Transaction Costs. On or prior to the Closing Date, NewPageCo shall have delivered to Administrative Agent NewPageCo’s reasonable best
estimate of the Transaction Costs (other than fees payable to any Agent). 
 (h) [Reserved]. 
 (i) Personal Property Collateral. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First
Priority security interest in the “Collateral” as defined in the Pledge and Security Agreement, Collateral Agent shall have received: 
 (i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation,
originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); 
 (ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including (A) the results of a recent
search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Perfection
Certificate, as applicable, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar 

  

 91 








 
documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing
statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); 
 (iii) opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and
such other matters governed by the laws of each jurisdiction in which any Credit Party is organized as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; and 
 (iv) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be
executed and delivered any other agreement, document and instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the landlord of any Leasehold Property leased facility where the
aggregate value of Inventory exceeds $750,000 and by the applicable Credit Party, (ii) a fully executed and notarized Access Grant and Easement Agreement in proper form for recording in all appropriate places in all applicable jurisdictions,
encumbering each Closing Date Mortgage Property, and (iii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set
forth herein) reasonably required by Collateral Agent. 
 Notwithstanding the foregoing, to the extent any Collateral (other than assets of NewPageHoldCo and
Subsidiaries of NewPageHoldCo pursuant to which a Lien may be perfected by the filing of a financing statement under the UCC and stock certificates of NewPageCo and each of its Subsidiaries that must be delivered on the Closing Date), evidence of
insurance or any guarantee is not provided on the Closing Date after NewPageCo’s use of commercially reasonable efforts to do so, the delivery of such Collateral, evidence of insurance or guarantee shall not constitute a condition precedent to
the initial Credit Extension hereunder, but shall be required to be delivered within 30 days after the Closing Date (subject to extension with the approval of the Collateral Agent). 
 (j) Closing Date Certificate. NewPageHoldCo shall have delivered to Administrative Agent and Syndication Agent an originally executed Closing Date
Certificate, together with all attachments thereto. 
 (k) Financial Statements; Projections. Prior to the Closing Date, the Agents
shall have received from NewPageHoldCo (i) the Historical Financial Statements of the 

  

 92 








 
Acquired Business, (ii) (a) audited consolidated financial statements of NewPageHoldCo and its Subsidiaries for the Fiscal Years ended
December 31, 2004, December 31, 2005 and December 31, 2006, and, if the Closing Date occurs on or after March 31, 2008, audited consolidated financial statements of NewPageHoldCo and its Subsidiaries for the Fiscal Year
ended December 31, 2007 and (b) the unaudited consolidated financial statements (including pro forma financial statements giving effect to the Closing Date Related Transactions) of NewPageHoldCo and its Subsidiaries as at
September 30, 2007 of the then-current Fiscal Year consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the nine- month period, as applicable, ending on such date, in each
case meeting the requirements of Regulation S-X for Form S-1 Registration. 
 (l) Evidence of Insurance. Collateral Agent shall have
received a certificate from NewPageCo’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect, together with endorsements naming the
Collateral Agent, for the benefit of Lenders, as additional insured and loss payee thereunder to the extent required under Section 5.5. 
 (m) Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of the favorable written opinion of Schulte Roth & Zabel LLP, special New York counsel for Credit
Parties, in the form of Exhibit D and as to such other matters as Administrative Agent or Syndication Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent and
Syndication Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders). 
 (n) Fees.
NewPageCo shall have paid all reasonable and documented costs, fees, expenses (including, without limitation, reasonable legal fees and expenses, title premiums, survey charges and recording taxes and fees) and other compensation contemplated by the
Commitment Letter and the Fee Letters, to the extent due, on the Closing Date. 
 (o) Solvency Certificate. On the Closing Date,
Syndication Agent and Administrative Agent shall have received the Solvency Certificate from NewPageHoldCo dated the Closing Date and addressed to Syndication Agent, Administrative Agent and Lenders. 
 (p) No Litigation. There shall not exist any order, judgment or decree of any Governmental Authority of competent jurisdiction prohibiting the
Stora Enso Acquisition, the financing thereof or any of the other transactions contemplated by the Credit Documents or the Related Agreements. 
  

 93 








 (q) Completion of Proceedings. All partnership, corporate and other proceedings taken or to be
taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent or Syndication Agent and its counsel shall be reasonably satisfactory in form and substance to
Administrative Agent and Syndication Agent and such counsel, and Administrative Agent, Syndication Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent or Syndication
Agent may reasonably request. 
 (r) Initial Borrowing Base Certificate. The Collateral Agent and the Administrative Agent shall have
received a pro forma Borrowing Base Certificate, dated as of October 31, 2007. 
 (s) Accuracy of Purchase Agreement Representations
and Specified Representations. The (A) representations made by or with respect to the Acquired Business in the Stora Enso Purchase Agreement as are material to the interests of the Lenders, but only to the extent that NewPageHoldCo has the
right to terminate its obligations under the Stora Enso Purchase Agreement as a result of a breach of such representations in the Stora Enso Purchase Agreement (the “Purchase Agreement Representations”) and (B) the Specified
Representations (as defined below), shall be true and correct in all material respects. For purposes hereof, “Specified Representations” means the representations and warranties relating to NewPageHoldCo and its Subsidiaries set
forth in Section 4.1, Section 4.3, Section 4.4, Section 4.6, Section 4.17, Section 4.18, Section 4.22, Section 4.30 and Section 4.33. 
 (t) No Closing Date Material Adverse Change. Since December 31, 2006, no Closing Date Material Adverse Change shall have occurred.

 (u) Patriot Act. At least 5 days prior to the Closing Date, the Administrative Agent shall have received from the Credit Parties
all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001) the “Patriot Act”). 
 (v) Funding Notice. Administrative Agent shall have received
not less than one business day’s prior to the Closing Date in the case of a Base Rate Loan and not less than three business days’ prior to the Closing Date in the case of a Eurodollar Rate Loan, a fully executed and delivered Funding
Notice. The Administrative Agent and the applicable Issuing Bank shall have received fully executed Issuance Notices with respect to each Letter of Credit to be issued on the Closing Date and such other documents or information as the Issuing Bank
shall require in connection therewith. 
  

 94 








 (w) Take-Over Audit. Within five (5) days prior to the Closing Date, the Collateral
Agent’s staff shall have conducted a supplemental “take-over audit” which supports and confirms (i) the calculation of the initial Borrowing Base, (ii) no material change in the procedures of NewPageCo or any Borrowing Base
Guarantor with respect to its Inventory since the delivery of the Inventory Appraisal, (iii) no material change in sales, Inventory turn or the level of Inventory since the delivery of the Inventory Appraisal and (iv) no inaccuracies with
respect to representations and warranties set forth herein. 
 (x) Cash Management. The Collateral Agent and the Administrative Agent
shall have reviewed and approved the Companies’ cash management system and shall have received executed blocked account agreements (from all of the financial institutions where the Credit Parties maintain bank accounts) evidencing Collateral
Agent’s security interest in such accounts and all funds from time to time contained therein (and upon the occurrence and during the continuance of a Cash Dominion Trigger Event enabling the Collateral Agent to obtain complete dominion and
control over such funds (except with respect to (i) payroll account, (ii) trust accounts and (iii) local cash accounts which do not at any time contain funds in excess of $5,000,000 in the aggregate). 
 (y) Intercreditor Agreement. The Intercreditor Agreement shall continue in full force and effect after giving effect to the transactions
contemplated by the Credit Documents and the Related Agreements and all documents required in connection therewith shall have been executed and delivered as required by the Intercreditor Agreement. 
 (z) Closing Date. The Closing Date shall have occurred on or prior to the Outside Date. 
 3.2. Conditions to Each Credit Extension. 
 (a) Conditions Precedent. The obligation of each Lender to make any Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with
Section 11.5, of the following conditions precedent: 
 (i) Administrative Agent shall have received a fully executed and
delivered Funding Notice or Issuance Notice, as the case may be, and (A) in the case of any Swing Line Loan, Swing Line Lender shall also have received such fully executed and delivered Funding Notice with respect to such Swing Line Loan and
(B) in the case of any Letter of Credit, the applicable Issuing Bank shall also have received such fully executed and delivered Issuance Notice with respect to the issuance of such Letter of Credit; 
  

 95 








 (ii) after making the Credit Extensions requested on such Credit Date, the Total
Utilization of Revolving Commitments shall not exceed the lesser of (i) the Revolving Commitments then in effect and (ii) the Borrowing Base then in effect; 
 (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and
correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material respects on and as of such earlier date and any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall
be true and correct in all respects subject to such qualification; provided that the only representations relating to NewPageHoldCo and its Subsidiaries (including the Acquired Business) the making of which shall be a condition to the initial
Credit Extension shall be the Purchase Agreement Representations and the Specified Representations; 
 (iv) as of such Credit
Date (other than with respect to any Credit Extensions made on the Closing Date), no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a
Default; and 
 (v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all
other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. 
 Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information
reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or Requisite Lenders such request is warranted under the circumstances. 
 (b) Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice,
NewPageCo may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in
writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to NewPageCo in acting
upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of NewPageCo or for otherwise acting in good faith. 
  

 96 








 Each Lender, by delivering its signature page to this Agreement and funding a Loan on the Closing Date,
shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date. 
 SECTION 4. REPRESENTATIONS AND WARRANTIES 
 In order
to induce Lenders and Issuing Bank to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to each Lender and Issuing Bank, on the Closing Date and on each Credit Date, that the
following statements are true and correct (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to be made concurrently with the consummation of the Stora Enso Acquisition): 
 4.1. Organization; Requisite Power and Authority; Qualification. Each of NewPageHoldCo and its Subsidiaries (a) is duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are
located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

 4.2. Capital Stock and Ownership. The Capital Stock of each of NewPageHoldCo and its Subsidiaries has been duly authorized and
validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which NewPageHoldCo or any of its Subsidiaries is a
party requiring, and there is no Capital Stock of NewPageHoldCo or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by NewPageHoldCo or any of its Subsidiaries of any additional Capital Stock of
NewPageHoldCo or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, Capital Stock of NewPageHoldCo or any of its Subsidiaries. Schedule 4.2 correctly sets forth
the ownership interest of NewPageHoldCo and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date after giving effect to the Closing Date Related Transactions. 
  

 97 








 4.3. Due Authorization. The execution, delivery and performance of the Credit Documents have been
duly authorized by all necessary action on the part of each Credit Party that is a party thereto. 
 4.4. No Conflict. The execution,
delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate any provision of any law or any
governmental rule or regulation applicable to NewPageHoldCo or any of its Subsidiaries, any of the Organizational Documents of NewPageHoldCo or any of its Subsidiaries, or any order, judgment or decree of any court or other agency of government
binding on NewPageHoldCo or any of its Subsidiaries; except to the extent such violation could not reasonably be expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of NewPageHoldCo or any of its Subsidiaries, except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or
require the creation or imposition of any Lien upon any of the properties or assets of NewPageHoldCo or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured
Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of NewPageHoldCo or any of its Subsidiaries, except for any such approval or consent
(i) which will be obtained on or before the Closing Date and disclosed in writing to Lenders or (ii) where the failure to obtain such approval or consent could not be reasonably expected to have a Material Adverse Effect. 
 4.5. Governmental Consents. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except as otherwise set forth
in the Related Agreements or that have been obtained prior to the Closing Date and are in full force and effect, and except when the failure of which to be so made or delivered could not reasonably be expected to have a Material Adverse Effect and
except for when filings and recordings with respect to the Collateral to be made by, or otherwise delivered to Collateral Agent for filing and/or recordation as of the Closing Date. 
 4.6. Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally
valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, 

  

 98 








 
except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability. 
 4.7. Historical Financial Statements of the Acquired Business. The Historical
Financial Statements of the Acquired Business and the financial statements of NewPageHoldCo and its consolidated subsidiaries most recently delivered pursuant to Section 3.1(k) or Section 5.1 were prepared in conformity with GAAP and
fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated
basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to the absence of footnotes and changes resulting from audit and normal year-end adjustments. As of the
Closing Date, any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitments of NewPageHoldCo and its Subsidiaries which in any such case is material in relation to the business, operations or financial
condition of NewPageHoldCo and its Subsidiaries taken as a whole has been reflected in the most recent Historical Financial Statements of the Acquired Business or the notes thereto to the extent required by GAAP. 
 4.8. Projections. On and as of the Closing Date, the Projections of NewPageHoldCo and its Subsidiaries for the period Fiscal Year 2007 through and
including Fiscal Year 2012 (the “Projections”) are based on good faith estimates and assumptions made by the management of NewPageHoldCo believed to be reasonable at the time made; provided, the Projections are not to be viewed as
facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material. 
 4.9. No Material Adverse Change. Since December 31, 2006, no event, circumstance or change has occurred that has caused or evidences or could reasonably be expected to cause or evidence, either in any case
or in the aggregate, a Material Adverse Effect. 
 4.10. [Reserved] 
 4.11. Adverse Proceedings, etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a
Material Adverse Effect. Except as set forth on Schedule 4.14, neither NewPageHoldCo nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or other Governmental Authority, that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. 
  

 99 








 4.12. Payment of Taxes. Except as otherwise permitted under Section 5.3 or as set forth on
Schedule 4.12, all federal, state and provincial income tax returns and all other material tax returns and reports of NewPageHoldCo and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax
returns to be due and payable and all assessments, fees and other governmental charges upon NewPageHoldCo and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid
when due and payable. NewPageHoldCo knows of no proposed tax assessment against NewPageHoldCo or any of its Subsidiaries which is not being actively contested by NewPageHoldCo or such Subsidiary in good faith and by appropriate proceedings;
provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor. 
 4.13. Properties. 
 (a) Title. Each of NewPageHoldCo and its Subsidiaries has (i) valid
and insurable title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (iii) good title to (in the case of all other personal
property), all of their respective properties and assets reflected in the Historical Financial Statements of the Acquired Business referred to in Section 4.7 and in the most recent financial statements of NewPageHoldCo and its Subsidiaries
delivered pursuant to Section 3.1(k) or Section 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.9. Except as
permitted by this Agreement, all such properties and assets are free and clear of Liens. 
 (b) Real Estate. As of the Closing Date,
Schedule 4.13 contains a true, accurate and complete list of (i) all Real Estate Assets, and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any
thereof) with respect to any real property of any Credit Party which provides for monthly rental payments after the date of this Agreement of more than $10,000 or is otherwise material to the business or operations of such Credit Party, regardless
of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (ii) of the immediately preceding sentence is in full
force and effect and NewPageHoldCo does not have knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable
against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

  

 100 








 4.14. Environmental Matters. Except as set forth in Schedule 4.14, and except to the extent,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) NewPageHoldCo and each of its Subsidiaries is in compliance with all applicable Environmental Laws, including any permits or licenses
issued pursuant thereto, and, to NewPageHoldCo’s and its Subsidiaries’ knowledge, NewPageHoldCo and each of its Subsidiaries will be capable of maintaining compliance with applicable Environmental Laws, including any reasonably foreseeable
future requirements of existing environmental regulations or regulations that have been formally proposed but have not yet been adopted; (ii) neither NewPageHoldCo nor any of its Subsidiaries nor any of their respective Facilities or operations
are subject either to (a) any Environmental Claim or (b) any settlement agreement with any Person relating to any Environmental Claim; (iii) neither NewPageHoldCo nor any of its Subsidiaries has received any letter or written
request for information under Section 104(e) of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601, et seq.) or any comparable state or provincial law; (iv) to NewPageHoldCo’s and its
Subsidiaries’ knowledge, there are and have been no conditions, occurrences, or Hazardous Materials Activities that could reasonably be expected to form the basis of an Environmental Claim against NewPageHoldCo or any of its Subsidiaries or
that could require Remedial Action at any Facility or could require Remedial Action by NewPageHoldCo or any of its Subsidiaries at any other location; or (v) neither NewPageHoldCo nor any of its Subsidiaries nor, to either NewPageHoldCo’s
and its Subsidiaries’ knowledge, any predecessor of NewPageHoldCo or its Subsidiaries, has been issued or been required to obtain a permit for the treatment, storage or disposal of hazardous waste for any of its Facilities pursuant to the
federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et. seq. (“RCRA”), or any comparable state or provincial law, nor are any such Facilities regulated as “interim status” facilities
required to undergo corrective action pursuant to RCRA or any comparable state or provincial law. 
 4.15. No Defaults. Neither
NewPageHoldCo nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving
of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect. 
 4.16. Material Contracts. Schedule 4.16 contains a true, correct and complete list of all the Material Contracts in effect on the Closing
Date, and except as described thereon, all such Material Contracts are in full force and effect and no defaults by any Credit Party or, to the Credit Parties’ knowledge, any other party thereto currently exist thereunder. 
 4.17. Governmental Regulation. Neither NewPageHoldCo nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company
Act of 2005, the Federal 

  

 101 








 
Power Act or the Investment Company Act of 1940 or under any other Federal, state or provincial statute or regulation which may limit its ability to incur
Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither NewPageHoldCo nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a
“registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940. 
 4.18. Margin Stock. Neither NewPageHoldCo nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made to such Credit Party will be used to purchase or carry any such Margin Stock or to extend credit to others for the
purpose of purchasing or carrying any such Margin Stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of said Board of Governors. 
 4.19. Employee Matters. Neither NewPageHoldCo nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against NewPageHoldCo or any of its Subsidiaries, or to the best knowledge of NewPageHoldCo and NewPageCo, threatened against any of them before
the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against NewPageHoldCo or any of its Subsidiaries or to the best knowledge of NewPageHoldCo
and NewPageCo, threatened against any of them, (b) no strike or work stoppage in existence or threatened involving NewPageHoldCo or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect, and (c) to the
best knowledge of NewPageHoldCo and NewPageCo, no union representation question existing with respect to the employees of NewPageHoldCo or any of its Subsidiaries and, to the best knowledge of NewPageHoldCo and NewPageCo, no union organization
activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect. 

4.20. Employee Benefit Plans. NewPageHoldCo and each of its Subsidiaries and each of their respective ERISA Affiliates are in substantial
compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under
each Employee Benefit Plan in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or
NewPageHoldCo or its Subsidiaries shall submit an application to the Internal Revenue Service to receive such a letter, indicating that such Employee Benefit Plan is so qualified and nothing has occurred 

  

 102 








 
subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. No liability to the PBGC
(other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by NewPageHoldCo, any of its Subsidiaries or any of their ERISA
Affiliates. No ERISA Event has occurred or is reasonably expected to occur that could result in an Event of Default. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state or provincial laws and except
as set forth on Schedule 4.20, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of NewPageHoldCo, any of its Subsidiaries or any of their
respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by NewPageHoldCo, any of its Subsidiaries or any of their ERISA Affiliates, (determined on the basis
of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan in an amount that would reasonably be expected
to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan occurring on or prior to the date hereof for which the actuarial report is available, the potential liability of NewPageHoldCo, its Subsidiaries and
their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based
on information available upon request pursuant to Section 4221(e) of ERISA is zero. NewPageHoldCo, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each
Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. 
 4.21. Certain Fees. No broker’s or finder’s fee or commission will be payable by or on behalf of Sponsor, NewPageHoldCo or NewPageCo with respect to the transactions contemplated hereby. 

4.22. Solvency. NewPageCo and each US Guarantor, individually, and NewPageHoldCo and its Subsidiaries, taken as a whole, are and, upon the
incurrence of any Obligation by any Credit Party taking into account rights of contribution against or reimbursement from other Credit Parties on any date on which this representation and warranty is made, will be, Solvent. 
 4.23. Related Agreements. 
 (a)
Delivery. NewPageHoldCo and NewPageCo have delivered to Syndication Agent and Administrative Agent complete and correct copies of (i) each Related Agreement and of all exhibits and schedules thereto as of the date hereof and
(ii) copies of any material amendment, restatement, supplement or other modification to or waiver of each Related Agreement entered into after the date hereof. 
  

 103 








 (b) Representations and Warranties. Except to the extent otherwise expressly set forth herein or
in the schedules hereto, and subject to the qualifications set forth therein, each of the representations and warranties given by any Credit Party in the SuperHoldCo PIK Note Documents, the NewPageCo First Lien Term Loan Documents and the 2007
Senior Fixed Rate Note Documents (including the 2007 Notes Offering Memorandum) and, to the best knowledge of NewPageCo on the Closing Date with respect to the Acquired Business, the Purchase Agreement Representations are true and correct in all
material respects as of the Closing Date (or as of any earlier date to which such representation and warranty specifically relates). Notwithstanding anything in the Related Agreement to the contrary, the representations and warranties of each Credit
Party set forth in this Section 4.23 shall, solely for purposes hereof, survive the Closing Date for the benefit of Lenders. 
 (c)
Governmental Approvals. All Governmental Authorizations and all other authorizations, approvals and consents of any other Person required by the Related Agreements or to consummate the Closing Date Related Transactions (other than such
authorizations, approvals and consents, the failure of which to so obtain could not reasonably be expected to have a Material Adverse Effect), have been obtained and are in full force and effect. 
 4.24. Compliance with Statutes, etc. Each of NewPageHoldCo and its Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real
Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of NewPageHoldCo or any of its Subsidiaries), except as set forth on
Schedule 4.14 hereto and except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
 4.25. Disclosure. No representation or warranty of any Credit Party contained in any Credit Document (including the 2007 Notes Offering Memorandum) or in any other documents, certificates or written statements
furnished to Lenders by or on behalf of NewPageHoldCo or any of its Subsidiaries for use in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact (known to
NewPageHoldCo or NewPageCo, in the case of any document not furnished by either of them) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Any projections
and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by 

  

 104 








 
NewPageHoldCo or NewPageCo to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed
as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. There are no facts known (or which should upon the reasonable exercise of diligence be known) to NewPageHoldCo or
NewPageCo (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates
and statements furnished to Lenders for use in connection with the transactions contemplated hereby. 
 4.26. Patriot Act. To the
extent applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the Untied States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the Patriot Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official
or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977, as amended. 
 4.27. Location of Material Inventory. As of the date hereof, Schedule
4.27 sets forth all locations in the United States and Canada where the aggregate value of Inventory owned by the Credit Parties exceeds $250,000. 
 4.28. Accuracy of Borrowing Base. At the time any Borrowing Base Certificate is delivered pursuant to this Agreement, each Account and each item of Inventory included in the calculation of the Borrowing Base satisfies all of the
criteria stated herein (or of which NewPageCo has hereafter been notified by Collateral Agent under Section 2.24) to be an Eligible Account and an item of Eligible Inventory, respectively. 
 4.29. Post-Audit Asset Dispositions. As of the Closing Date, NewPageCo and it’s the other Credit Parties have not disposed of assets (other
than Inventory sold in the ordinary course of their business) which are set forth in the Inventory Appraisal and which have an aggregate fair market value of more than $250,000. 
 4.30. Collateral Documents. 
 (a) The
Pledge and Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral and, when (i) financing statements and
other filings in 

  

 105 








 
appropriate form are filed in the offices specified on Schedule 4 to the Perfection Certificate and (ii) upon the taking of possession or control by the
Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral
Agent is required by each Pledge and Security Agreement), the Lien created by the Pledge and Security Agreement shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of the grantors
thereunder in the Collateral (other than (A) the Intellectual Property (as defined in the Pledge and Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant
time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Collateral Liens. 
 (b) When the actions set forth
in subsection (a)(i) above are taken, and when the Pledge and Security Agreement or a short form thereof is properly filed or recorded in the United States Patent and Trademark Office and the United States Copyright Office, the Lien created by such
Pledge and Security Agreement shall constitute a fully perfected First Priority Lien (subject in the case of priority only to Permitted Collateral Liens) on, and security interest in, all right, title and interest of the grantors thereunder in the
Intellectual Property (as defined in such Pledge and Security Agreement), in each case subject to no Liens other than Permitted Collateral Liens. 
 (c) Each Collateral Document delivered pursuant to Section 5.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable
security interest in and First Priority Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when all appropriate filings or recordings are made in the appropriate offices as may be required
under applicable law, and upon the taking of possession or control by the Collateral Agent of the Collateral thereunder with respect to which a security interest may only be perfected by possession or control, such Lien will constitute a First
Priority Lien on all right, title and interest of the Credit Parties in such Collateral. 
 4.31. NewPageHoldCo. NewPageHoldCo does
not (i) engage in any trade or business, (ii) own any assets (other than Capital Stock of NewPageCo which is pledged to the Collateral Agent on the Closing Date) nor (iii) have any Indebtedness (other than for the NewPageHoldCo PIK
Notes and the guarantee obligations with respect to this Agreement and the NewPageCo First Lien Term Loan Agreement) in an aggregate amount that exceeds $50,000. 
 4.32. Common Enterprise. NewPageHoldCo is the direct or indirect and beneficial owner and holder of all of the issued and outstanding shares of stock or other Equity Interests in NewPageCo and the other
Borrowing Base Guarantors. NewPageCo and the Borrowing Base Guarantors make up a related organization of various entities constituting a single economic and business enterprise so that NewPageCo and the Borrowing Base Guarantors share a substantial


  

 106 








 
identity of interests such that any benefit received by any one of them benefits the others. NewPageCo and certain Borrowing Base Guarantors render services
to or for the benefit of NewPageCo and/or the other Borrowing Base Guarantors, as the case may be, purchase or sell and supply goods to or from or for the benefit of the others, make loans, advances and provide other financial accommodations to or
for the benefit of NewPageCo and the Borrowing Base Guarantors (including, inter alia, the payment by NewPageCo and the Borrowing Base Guarantors of creditors of NewPageCo and the Borrowing Base Guarantors and guarantees by NewPageCo and the
Borrowing Base Guarantors of indebtedness of NewPageCo and the Borrowing Base Guarantors and provide administrative, marketing, payroll and management services to or for the benefit of NewPageCo and the Borrowing Base Guarantors). NewPageCo and the
Borrowing Base Guarantors have centralized accounting, common officers and directors and are in certain circumstances identified to creditors as a single economic and business enterprise. 
 4.33. Senior Debt and Designated Senior Debt. This Agreement, the credit facilities created hereunder and all present and future Obligations
constitute the “Credit Agreements,” “Credit Facilities,” “Senior Debt” and “Designated Senior Debt” under and as such terms are defined in the Senior Subordinated Note Documents. Without limiting the
foregoing, all present and future Obligations are hereby designated as “Senior Debt” and “Designated Senior Debt” in each case as such terms are used in the Senior Subordinated Note Documents. 
 SECTION 5. AFFIRMATIVE COVENANTS 
 Each Credit Party
covenants and agrees that so long as any Revolving Commitment is in effect and until payment in full of all Credit Agreement Obligations and cancellation or expiration or cash collateralization of all Letters of Credit, each Credit Party shall
perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5. 
 5.1. Financial Statements and Other
Reports. NewPageHoldCo will deliver to Administrative Agent, Sole Lead Arranger and Lenders: 
 (a) Monthly Reports. As soon as
available, and in any event within 45 days after the end of each month ending prior to the first anniversary of the Closing Date and 30 days after the end of each month ending thereafter, the consolidated balance sheet of NewPageHoldCo and its
Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders’ equity and cash flows of NewPageHoldCo and its Subsidiaries for such month and for the period from the beginning of the then current
Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year beginning with the monthly statements for January 2008 and 

  

 107 








 
the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail, together
with a Financial Officer Certification with respect thereto; 
 (b) Quarterly Financial Statements. As soon as available, and in any
event within 45 days or such shorter period in which NewPageHoldCo or NewPageCo shall have filed its Quarterly Reports on Form 10-Q after the end of each of the first three Fiscal Quarters of each Fiscal Year, the consolidated and consolidating
balance sheets of NewPageHoldCo and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of
NewPageHoldCo and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case (beginning with the Fiscal Quarter ending March 31,
2008) in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with a Financial
Officer Certification and a Narrative Report with respect thereto; 
 (c) Annual Financial Statements. As soon as available, and in
any event within 90 days or such shorter period in which NewPageHoldCo or NewPageCo shall have filed its Annual Reports on Form 10-K after the end of each Fiscal Year, (i) the consolidated and consolidating balance sheets of NewPageHoldCo and
its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of NewPageHoldCo and its Subsidiaries for such
Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail,
together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of PricewaterhouseCoopers LLP or other independent certified public
accountants of recognized national standing selected by NewPageHoldCo, and reasonably satisfactory to Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial
statements fairly present, in all material respects, the consolidated financial position of NewPageHoldCo and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity
with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance
with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.8 and (2)

  

 108 








 
whether, in connection with their audit examination, any condition or event that constitutes a Default or an Event of Default under Section 6.8 has come
to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; 
 (d) Compliance Certificate. Together with each delivery of financial statements of NewPageHoldCo and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed Compliance Certificate; 
 (e) Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies from
those used in the preparation of the Historical Financial Statements of the Acquired Business (other than any such changes from such principles and policies followed by Stora Enso Oyj in connection with the financial statements it maintained with
respect to the Acquired Business and which changes are implemented by NewPageHoldCo as of the Closing Date), the consolidated financial statements of NewPageHoldCo and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ
in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such
financial statements after such change, one or more statements of reconciliation for all the most recent prior financial statements in form and substance reasonably satisfactory to Administrative Agent; 
 (f) Notice of Default. Promptly upon any Senior Officer of NewPageHoldCo or NewPageCo obtaining knowledge (i) of any condition or event that
constitutes a Default or an Event of Default or that notice has been given to NewPageHoldCo or NewPageCo with respect thereto; (ii) that any Person has given any notice to NewPageHoldCo or any of its Subsidiaries or taken any other action with
respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its
Authorized Officers specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or
condition, and what action NewPageCo has taken, is taking and proposes to take with respect thereto; 
 (g) Notice of Litigation.
Promptly upon any Senior Officer of NewPageHoldCo or NewPageCo obtaining knowledge of (i) the institution of, or non-frivolous written threat of, any Adverse Proceeding not previously disclosed in writing by NewPageCo to Lenders, or
(ii) any material development in any Adverse Proceeding that, in the case of either (i) or (ii) if adversely determined, could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the
consummation of, or to recover any damages or obtain relief 

  

 109 








 
as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to
NewPageHoldCo or NewPageCo to enable Lenders and their counsel to evaluate such matters; 
 (h) ERISA. (i) Promptly upon becoming
aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action NewPageHoldCo, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes
to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness after receipt of a written request from
the Administrative Agent, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by NewPageHoldCo, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue
Service with respect to each Pension Plan; (2) all notices received by NewPageHoldCo, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such
other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request; 
 (i) Financial Plan. As soon as practicable and in any event no later than 30 days after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year and each Fiscal Year (or portion thereof)
through the final maturity date of the Loans (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of NewPageHoldCo and its Subsidiaries for
each such Fiscal Year, together with pro forma Compliance Certificates for each such Fiscal Year and an explanation of the assumptions on which such forecasts are based, (ii) forecasted consolidated statements of income and cash flows of
NewPageHoldCo and its Subsidiaries for each month of the current Fiscal Year and each Fiscal Quarter for the immediately succeeding Fiscal Year, (iii) forecasts demonstrating the projected compliance with the requirements of Section 6.8
for the current and immediately succeeding Fiscal Year and (iv) forecasts demonstrating the liquidity of NewPageHoldCo and its Subsidiaries for the current and immediately succeeding Fiscal Year without giving effect to any additional debt or
equity offerings not reflected in the Projections, together, in each case, with an explanation of the assumptions on which such forecasts are based all in form and substance reasonably satisfactory to Agents; 
 (j) Insurance Report. Once per year, as soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance
satisfactory to Administrative Agent and the Collateral Agent outlining all material insurance coverage maintained as of the date of such report by NewPageHoldCo and its Subsidiaries and all material insurance coverage planned to be maintained by
NewPageHoldCo and its Subsidiaries in the immediately succeeding Fiscal Year; 
  

 110 








 (k) Notice of Change in Board of Directors. With reasonable promptness, written notice of any
change in the Board of Directors of NewPageHoldCo or NewPageCo; 
 (l) Notice Regarding Material Contracts. Together with the delivery
of the financial statements pursuant to Section 5.1(b) and 5.1(c) notice of (i) any Material Contract of NewPageHoldCo or any of its Subsidiaries that is terminated or amended in a manner that could reasonably be expected to have a
Material Adverse Effect or (ii) any new Material Contract is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is
permitted by the terms of any such Material Contract, provided, no such prohibition on delivery shall be effective if it were bargained for by NewPageHoldCo or its applicable Subsidiary with the intent of avoiding compliance with this
Section 5.1(l)), and an explanation of any actions being taken with respect thereto; 
 (m) Environmental Reports and Audits. As
soon as practicable following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any Facility or which relate to any environmental liabilities of NewPageHoldCo or its Subsidiaries which, in any
such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; 
 (n) [Reserved].

 (o) Financial Officer’s Certificate Regarding Collateral. Concurrently with any delivery of financial statements under
paragraph (b) and thirty (30) days after the end of each calendar year, an Officer’s Certificate (i) setting forth any changes to the information required pursuant to the Perfection Certificate and any Perfection Certificate
Supplements delivered after the Closing Date or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to
this Section 5.1(o) and (ii) certifying that NewPageCo and its Subsidiaries have not taken any actions (and are not aware of any actions so taken) to terminate any UCC Financing Statements (including fixture filings, as applicable, and
filings required under the PPSA) and that all UCC Financing Statements (including fixture filings, as applicable, and filings required under the PPSA) and other appropriate filings, recordings or registrations, including all refilings, rerecordings
and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to
protect and perfect the security interests and Liens under the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within
such period); 
  

 111 








 (p) Other Information. (A) Promptly upon their becoming available, copies or notification of
the electronic posting through any electronic system, including EDGAR or any other Internet or extranet-based site, of (i) all financial statements, reports, notices and proxy statements sent or made available generally by NewPageHoldCo to its
security holders acting in such capacity or by any Subsidiary of NewPageHoldCo to its security holders other than NewPageHoldCo or another Subsidiary of NewPageHoldCo, (ii) all regular and periodic reports and all registration statements and
prospectuses, if any, filed by NewPageHoldCo or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other
statements made available generally by NewPageHoldCo or any of its Subsidiaries to the public concerning material developments in the business of NewPageHoldCo or any of its Subsidiaries, and (B) such other information and data with respect to
NewPageHoldCo or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent or any Lender; and 
 (q)
Delivery of Information. Documents required to be delivered pursuant to Section 5.1 may be delivered electronically, and if so delivered, shall be deemed to have been delivered on the date (i) on which NewPageCo posts such documents
or provides a link thereto on NewPageCo’s website on the Internet at the website address listed on Appendix B; or (ii) on which such documents are posted on NewPageCo’s behalf on IntraLinks/IntraAgency or another relevant website or
other information platform (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent);
provided, however, that: (x) NewPageCo shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests NewPageCo to deliver such paper copies until a written request to cease delivering paper
copies is given by the Administrative Agent or such Lender and (y) NewPageCo shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event
shall have no responsibility to monitor compliance by NewPageCo with any such request for delivery and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 
 5.2. Existence. Except as otherwise permitted under Section 6.9, each Credit Party will, and will cause each of its Subsidiaries to, at all
times preserve and keep in full force and effect (i) its existence and (ii) all rights and franchises, licenses and permits material to its business, except in the case of clause (ii) to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect. 
  

 112 








 5.3. Payment of Taxes and Claims. Each Credit Party will, and will cause each of its Subsidiaries
to, pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and
supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no such Tax or
claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP
shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such
Tax or claim. No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than SuperHoldCo or any of its Subsidiaries). 
 5.4. Maintenance of Properties. Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good
repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of NewPageHoldCo and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals
and replacements thereof, all subject to and in accordance with its usual custom and practice and provided that nothing herein shall be deemed to restrict any Credit Party or any of its Subsidiaries from carrying out alterations and improvements to,
or changing the use of, any assets in the ordinary course. 
 5.5. Insurance. NewPageHoldCo will maintain or cause to be maintained,
with financially sound and reputable insurers such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets,
properties and businesses of NewPageHoldCo and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses (and, with respect to the Collateral,
otherwise maintain all insurance coverage required under each applicable Collateral Document), in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as
shall be customary for such Persons. Each such policy of insurance shall (i) name Collateral Agent, on behalf of Lenders as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance
policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of 

  

 113 








 
Lenders as the loss payee thereunder and provides for at least thirty days’ prior written notice to Collateral Agent of any modification or cancellation
of such policy (or 10 days in the event of cancellation for nonpayment of applicable premiums) and waiver of subordination in favor of the Collateral Agent, on behalf of the Lenders, of any claim of the applicable insurance company with respect to
payments made under such policy. 
 5.6. Maintaining Records; Access to Properties and Inspections. Each Credit Party will keep proper
books of record and account in which full, true and correct entries in conformity (in all material respects) with GAAP and all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities
are made of all dealings and transactions in relation to its business and activities. Each Credit Party will keep proper records of intercompany accounts with full, true and correct entries reflecting all payments received and paid (including,
without limitation, funds received by NewPageCo from swept deposit accounts of the other Credit Parties). Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and
inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested. The Credit Parties shall have no obligation to disclose
materials that are protected by attorney-client privilege and materials the disclosure of which would violate confidentiality obligations of such Credit Party. 
 5.7. Lenders Meetings. NewPageHoldCo and NewPageCo will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year
to be held at NewPageCo’s corporate offices (or at such other location as may be agreed to by NewPageCo and Administrative Agent) at such time as may be agreed to by NewPageCo and Administrative Agent. 
 5.8. Compliance with Laws. Each Credit Party will comply, and shall cause each of its Subsidiaries and all other Persons, if any, on or occupying
any Facilities to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance with which could reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect. 
 5.9. Environmental. 
 (a) Environmental Disclosure. 
  

 114 








 (i) Promptly upon the occurrence of NewPageHoldCo’s or NewPageCo’s obtaining
knowledge thereof, NewPageHoldCo shall deliver to Administrative Agent and Lenders written notice describing in reasonable detail (1) any Release that could reasonably be expected to require a Remedial Action or give rise to Environmental
Claims resulting in NewPageHoldCo or its Subsidiaries incurring liability or expenses in excess of $5,000,000, (2) any Remedial Action taken by NewPageHoldCo, its Subsidiaries or any other Person in response to any Hazardous Materials
Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims resulting in liability of NewPageHoldCo or its Subsidiaries in excess of $5,000,000, (3) any Environmental Claims (including any
requests for information by a Governmental Authority) that could reasonably be expected to result in liability of NewPageHoldCo or its Subsidiaries in excess of $5,000,000, and (4) NewPageHoldCo’s or its Subsidiaries’ discovery of any
occurrence or condition at any Facility, or on any real property adjoining or in the vicinity of any Facility, that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability
or use thereof under any Environmental Laws; 
 (ii) NewPageHoldCo shall submit to the Administrative Agents semi-annually at
the time of the delivery of the quarterly financial statements delivered pursuant to Section 5.1 for each Fiscal Quarter ending in June of each Fiscal Year and at the time of the delivery of the annual financial statements delivered pursuant to
Section 5.1 for each Fiscal Year, a written report on the status of (A) any non-compliance with Environmental Law, (B) any pending or threatened Environmental Claim, and (C) any Remedial Action that, in each case, could
reasonably be expected to give rise to liability of or expenditures by NewPageHoldCo or its Subsidiaries of $5,000,000 or more. Such report shall specify in reasonable detail (1) the status of the matter including any significant developments
since the date of the prior report, (2) any material technical reports or material correspondence prepared or received relating to the matter, (3) the current plan for resolution or completion of the matter, and (4) the anticipated
cost to achieve such resolution or completion of the matter, as applicable. At the request of the Administrative Agent, NewPageHoldCo shall provide the Administrative Agent with copies of all material documents related to such matters that are in
its or its Subsidiaries’ possession or control. At the Administrative Agent’s reasonable written request, NewPageHoldCo shall, at its own expense, retain an independent environmental engineer reasonably acceptable to the Administrative
Agent to evaluate the adequacy of NewPageHoldCo and its Subsidiaries’ actions to correct, cure or contest any such matter. Such environmental engineer shall prepare and deliver to both NewPageHoldCo and the Administrative Agent, a report
setting forth the results of such evaluation, recommendations for further response actions, and an estimate of the costs thereof; 
  

 115 








 (iii) NewPageHoldCo shall deliver to Administrative Agent and Lenders, prompt written
notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by NewPageHoldCo or any of its Subsidiaries that could reasonably be expected to expose NewPageHoldCo or any of its Subsidiaries to, or result in,
Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (2) any proposed action to be taken by NewPageHoldCo or any of its Subsidiaries to modify current operations in a
manner that could reasonably be expected to subject NewPageHoldCo or any of its Subsidiaries to any additional material obligations or requirements under Environmental Laws; and 
 (iv) NewPageHoldCo shall deliver to Administrative Agent and Lenders with reasonable promptness, such other documents and information as
from time to time may be reasonably requested by Administrative Agent in relation to any matters addressed by this Section 5.9(a). 
 (b) Hazardous Materials Activities, Etc. NewPageHoldCo shall take, and shall cause each of its Subsidiaries promptly to take, any reasonable actions necessary to (i) cure any violation of applicable Environmental Laws by
NewPageHoldCo or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against NewPageHoldCo or any of its
Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 (c) Right of Access and Inspection. 
 (i) With respect to any matter disclosed pursuant to subsection (a) above, or if an Event of Default has occurred and is continuing, or if Administrative Agent reasonably believes either that NewPageHoldCo or any
of its Subsidiaries has breached any representation, warranty or covenant contained in Sections 4.14 or 5.9 of this Agreement or that there has been a material violation of Environmental Laws at any Facility or by NewPageHoldCo or any of its
Subsidiaries at any other location, for the purposes of protecting the Lenders’ security interests and rights under the Credit Documents, the Administrative Agent and its representatives shall have the right, but not the obligation, at any
reasonable time and after reasonable notice, to enter into and observe the condition and operations of the Facilities. 
 (ii)
The exercise of the Administrative Agent’s rights under this subsection (c) shall not constitute a waiver of any default by NewPageHoldCo or any Subsidiary and shall not impose any liability on the Administrative Agent or any of the


  

 116 








 
Lenders. In no event will any site visit or observation by the Administrative Agent be deemed a representation that Hazardous Materials are or are not
present in, on or under any of the Facilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth,
accuracy or completeness of any report or findings with regard thereto. Without express written authorization, neither NewPageHoldCo nor any other party shall be entitled to rely on any site visit, observation or investigation by the Administrative
Agent. The Administrative Agent and the Lenders owe no duty of care to protect NewPageHoldCo or any other party against, or to inform NewPageHoldCo or any other party of, any Hazardous Materials or any other adverse condition affecting any of the
Facilities. The Administrative Agent may in its discretion disclose to NewPageHoldCo, or to any other party if so required by law, any report or findings made as a result of, or in connection with, any site visit, observation or investigation by the
Administrative Agent. If the Administrative Agent is required to disclose any such report or finding to any third party pursuant to law, then the Administrative Agent shall provide NewPageHoldCo prompt written notice of such disclosure and afford
NewPageHoldCo the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of the Administrative Agent to give any such notice or afford NewPageHoldCo the opportunity to object or defend against
such disclosure shall not result in any liability to the Administrative Agent. NewPageHoldCo acknowledges that it or its Subsidiaries may be obligated to notify relevant Governmental Authorities regarding the results of any site visit, observation
or investigation by the Administrative Agent and that such reporting requirements are site and fact-specific, and are to be evaluated by NewPageHoldCo without advice or assistance from the Administrative Agent. 
 (d) Privileged Documents. If counsel to NewPageHoldCo or its Subsidiaries reasonably determines that provision to Administrative Agent of a
document otherwise required to be provided pursuant to this Section 5.9 (or any other provision of this Agreement or any other Credit Document relating to environmental matters) would jeopardize an applicable attorney-client or work product
privilege pertaining to such document, then NewPageHoldCo or its Subsidiary shall not be obligated to deliver such document to Administrative Agent but shall provide Administrative Agent with a notice identifying the author and recipient of such
document and generally describing the contents of the document. Upon request of Administrative Agent, NewPageHoldCo and its Subsidiaries shall take all reasonable steps necessary to provide Administrative Agent with the factual information contained
in any such privileged document. 
  

 117 








 5.10. Subsidiaries. In the event that any Person becomes a Domestic Subsidiary of NewPageCo after
the Closing Date, NewPageCo shall (a) promptly cause such Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a
Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(i),
3.1(l) and 3.1(m). With respect to each such Subsidiary, NewPageCo shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of NewPageCo, and
(ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of NewPageCo; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof.

 5.11. [Reserved]. 
 5.12. Interest Rate Protection. No later than 60 days following the Closing Date and at all times thereafter, NewPageCo shall maintain, or caused to be maintained, in effect one or more Interest Rate Agreements for a term of not less
than three years and otherwise in form and substance reasonably satisfactory to Administrative Agent, which Interest Rate Agreements shall effectively limit the Unadjusted Eurodollar Rate Component of the interest costs to NewPageCo with respect to
an aggregate notional principal amount such that not less than 50% of the aggregate principal amount of the Indebtedness for borrowed money of NewPageHoldCo and its Subsidiaries outstanding as of the Closing Date (exclusive of the NewPageHoldCo PIK
Notes) is either (i) subject to such Interest Rate Agreements or (ii) fixed rate Indebtedness, in each case for a period of not less than three years after the Closing Date. 
 5.13. Security Interests; Further Assurances. Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any
Lender, at NewPageCo’s expense, NewPageCo shall (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an
appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued
validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable
Collateral Document; (ii) deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably
satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the 

  

 118 








 
Collateral pursuant to the Collateral Documents; and (iii) upon the exercise by the Administrative Agent, the Collateral Agent or the Lenders of any
power, right, privilege or remedy pursuant to any Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and
other documents and papers that the Administrative Agent, the Collateral Agent or the Lenders may be so required to obtain. 
 5.14.
Miscellaneous Business Covenants. Unless otherwise consented to by Agents or Requisite Lenders: 
 (a) Non-Consolidation.
NewPageHoldCo will and will cause each of its Subsidiaries to: (i) maintain entity records and books of account separate from those of any other entity which is an Affiliate of such entity; (ii) not commingle its funds or assets with those
of any other entity which is an Affiliate of such entity (other than such funds of NewPageCo and the Borrowing Base Guarantors which may be commingled (x) with each other in the ordinary course of their cash management system, (y) with
Corenso North America Corp. for a period not to exceed six months from the Closing Date as described in the Transition Services Agreement and (z) with Consolidated Water Power Company, for a period not to exceed three months from the Closing
Date); and (iii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of other entities.

 (b) Cash Management Systems. NewPageHoldCo and its Subsidiaries shall establish and maintain cash management systems reasonably
acceptable to the Administrative Agent and the Collateral Agent. 
 5.15. Information Regarding Collateral. 
 (a) Furnish to the Administrative Agent and the Collateral Agent 15 days prior written notice (in the form of an officer’s certificate), clearly
describing any of the following changes (i) in any Credit Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Credit
Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral having a value in excess of $250,000 owned by it
is located (including the establishment of any such new office or facility), (iii) in any Credit Party’s identity or corporate structure, (iv) in any Credit Party’s Federal Taxpayer Identification Number or (v) in any Credit
Party’s jurisdiction of organization. NewPageCo agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to
continue at all times following such change to have a valid, legal and 

  

 119 








 
perfected security interest in all the Collateral. NewPageCo agrees to provide to the Collateral Agent such other information in connection with such changes
as the Collateral Agent may reasonably request. NewPageCo also agrees promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed or taken by condemnation or other eminent
domain proceeding. 
 (b) Each year, at the time of delivery of the Officer’s Certificate pursuant to Section 5.1(o), deliver to
the Collateral Agent a copy of such Officer’s Certificate and any attachments thereto. 
 5.16. Borrowing Base-Related Reports.
NewPageCo shall deliver or cause to be delivered (at the expense of NewPageCo) to the Collateral Agent and the Administrative Agent the following: 
 (a) in no event less frequently than 20 days after the end of each month for the month most recently ended (commencing with the month ending January 31, 2008, unless requested by the Administrative Agent with respect to the month
ending December 31, 2007, in which case on the date which is the later of (i) five (5) Business Days after such request and (ii) January 20, 2008) (or in the event that a Cash Dominion Trigger Event shall have occurred and
be continuing, no less frequently than two (2) Business Days after the end of each week), a Borrowing Base Certificate from NewPageCo accompanied by such supporting detail and documentation as shall be requested by the Collateral Agent in its
Permitted Discretion; 
 (b) upon request by the Collateral Agent, and in no event less frequently than 20 days after the end of
(i) each month (commencing with the month ending January 31, 2008, unless requested by the Administrative Agent with respect to the month ending December 31, 2007, in which case on the date which is the later of (i) five
(5) Business Days after such request and (ii) January 20, 2008), a monthly trial balance showing Accounts outstanding aged from statement date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by
a comparison to the prior month’s trial balance and such supporting detail and documentation as shall be requested by the Collateral Agent in its Permitted Discretion and (ii) each month (commencing with the month ending January 31,
2008, unless requested by the Administrative Agent with respect to the month ending December 31, 2007, in which case on the date which is the later of (i) five (5) Business Days after such request and (ii) January 20, 2008),
a summary of Inventory by location and type accompanied by such supporting detail and documentation as shall be requested by the Collateral Agent in its Permitted Discretion (in each case, together with a copy of all or any part of such delivery
requested by any Lender in writing after the Closing Date); 
  

 120 








 (c) on the date any Borrowing Base Certificate is delivered pursuant to Section 5.16(a) or at such
more frequent intervals in the event there shall exist an Event of Default or Excess Availability shall be less than $50,000,000 on any day thirty (30) days prior to the date of such request, a collateral report with respect to the Credit
Parties, including all additions and reductions (cash and non-cash) with respect to intercompany loan accounts of NewPageCo and Borrowing Base Guarantors, accompanied by such supporting detail and documentation as shall be requested by the
Collateral Agent in its Permitted Discretion; 
 (d) at the time of delivery of each of the financial statements delivered pursuant to
Sections 5.1(a) and (b), a reconciliation of the Accounts trial balance and quarter-end Inventory reports of NewPageCo and Borrowing Base Guarantors to the general ledger of such Credit Party, in each case, accompanied by such supporting detail and
documentation as shall be requested by the Collateral Agent in its Permitted Discretion; 
 (e) upon the request of the Administrative Agent
or the Collateral Agent, a general description of fixed assets owned by the Credit Parties which have been disposed of since the date of the most recent Inventory Appraisal conducted pursuant to Section 5.16(g) and the aggregate book value
thereof; 
 (f) together with the delivery of the Compliance Certificate delivered with the financial statements for each Fiscal Quarter
pursuant to Section 5.1(b), a list of any applications for the registration of any patent, trademark or copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency which any
Credit Party has filed in the prior fiscal quarter; 
 (g) a collateral appraisal and Inventory Appraisal to be conducted, in each case, one
time per annum, or, following the occurrence and during the continuation of an Event of Default or when the Total Utilization of Revolving Commitments shall exceed the Revolving Commitments or the Borrowing Base then in effect, more frequently at
Collateral Agent’s reasonable request, by an auditor or outside appraisal firm, and in form, scope and substance, reasonably satisfactory to the Collateral Agent and Administrative Agent; 
 (h) from time to time upon the request of the Administrative Agent an “Officers’ Certificate” as defined in each the Senior Secured Fixed
Rate Notes Indenture and the Senior Secured Floating Rate Notes Indenture confirming that the outstanding Obligations and any requested Revolving Loans hereunder are permitted to be incurred under such indentures and permitted to be secured by the
Collateral; and 
  

 121 








 (i) such other reports, statements and reconciliations with respect to the Borrowing Base or Collateral
of any or all Credit Parties as the Collateral Agent shall from time to time request in its Permitted Discretion. 
 The delivery of each certificate and
report or any other information delivered pursuant to this Section 5.16 shall constitute a representation and warranty by NewPageCo that the statements and information contained therein are true and correct in all material respects on and as of
such date. 
 5.17. Dissolution of Consolidated Papers International Leasing, L.L.C.. Each Credit Party covenants that it will cause
Consolidated Papers International Leasing, L.L.C. to be dissolved in accordance with applicable law within forty-five (45) days after the Closing Date. 
 SECTION 6. NEGATIVE COVENANTS 
 Each Credit Party covenants and agrees that, so long as any Revolving Commitment is in effect
and until payment in full of all Credit Agreement Obligations and cancellation or expiration of all Letters of Credit, such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

 6.1. Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur,
assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: 
 (a) (i) the
Indebtedness under the NewPageCo First Lien Term Loan Agreement in an amount not to exceed a principal amount equal to $1,600,000,000 in the aggregate and (ii) the Obligations; 
 (b) (i) Indebtedness of any Guarantor Subsidiary to NewPageCo or to any other Guarantor Subsidiary, or of NewPageCo to any Guarantor Subsidiary;
(ii) Indebtedness of any Subsidiary of NewPageCo that is not a Guarantor to NewPageHoldCo or NewPageCo or any Subsidiary of NewPageHoldCo in aggregate principal amount that, together with Indebtedness under the proviso of Section 6.1(h)
and other Investments permitted by Section 6.7(b)(iii), does not exceed $10,000,000 at any time; and (iii) Indebtedness of NewPageHoldCo or NewPageCo or any Guarantor Subsidiary to any Subsidiary of NewPageHoldCo that is not a Guarantor;
provided, (A) to the extent requested by the Administrative Agent or the Collateral Agent, all such Indebtedness shall be evidenced by an Intercompany Note and all such notes shall be subject to a First Priority Lien pursuant to the
Pledge and Security Agreement (except to the extent that the Indebtedness is owed to a Foreign Subsidiary), (B) all such Indebtedness shall be 

  

 122 








 
unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of 7.7 of this Agreement (or, if applicable,
the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to Administrative Agent), and (C) any payment by any such Guarantor Subsidiary under any guaranty of the Obligations
shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to NewPageCo or to any of its Subsidiaries for whose benefit such payment is made; 
 (c) (i)(x) the Senior Secured Floating Rate Notes Indebtedness in an amount not to exceed a principal amount equal to $225,000,000 in the aggregate,
(y) the Senior Secured Fixed Rate Notes Indebtedness in an amount not to exceed a principal amount equal to $350,000,000 in the aggregate in Senior Secured Fixed Rate Notes and in an amount not to exceed a principal amount equal to $456,000,000
in the aggregate in 2007 Senior Secured Fixed Rate Notes and (z) the Senior Subordinated Notes Indebtedness in an amount not to exceed a principal amount equal to $200,000,000 in the aggregate, and (ii) Indebtedness of NewPageHoldCo with
respect to the NewPageHoldCo PIK Note Indebtedness in an aggregate amount not to exceed a principal amount equal to the sum of $125,000,000 and the principal amount of NewPageHoldCo PIK Notes issued in payment of accrued interest; 
 (d) Indebtedness incurred by NewPageCo or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or
similar obligations, in each case, incurred or assumed in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of NewPageHoldCo or any of its Subsidiaries; 
 (e) Indebtedness of NewPageCo and/or its Subsidiaries which may be deemed to exist pursuant to any guaranties, performance, surety, statutory or appeal
bonds or similar obligations incurred in the ordinary course of business; 
 (f) Indebtedness of NewPageCo and/or its Subsidiaries in respect
of netting services, overdraft protections and otherwise in connection with deposit accounts; 
 (g) guaranties of NewPageCo and/or its
Subsidiaries in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of NewPageHoldCo and its Subsidiaries; 
 (h) guaranties by NewPageCo of Indebtedness of a Subsidiary or guaranties by a Subsidiary of NewPageCo of Indebtedness of NewPageCo or a Subsidiary, in each case, with respect to Indebtedness otherwise permitted to be
incurred pursuant to this Section 6.1; provided, that the aggregate amount of Indebtedness of Subsidiaries of NewPageCo that are not Guarantors which has been guaranteed by NewPageCo or any Guarantor Subsidiary, together with
Indebtedness under clause (b)(ii) and Investments permitted by Section 6.7(b)(iii), shall not exceed $10,000,000 at any time; 
  

 123 








 (i) Existing Indebtedness not repaid or refinanced on the Closing Date and set forth on Schedule 6.1;

 (j) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed at any time
$50,000,000; provided, any such Indebtedness (i) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 95% of the aggregate consideration paid
with respect to such asset; 
 (k) Indebtedness in connection with the repurchase otherwise permitted hereunder of equity issued to current
or former employees, executives or directors of a Credit Party (including any promissory notes issued by a Credit Party to repurchase equity of employees, executives or directors of a Credit Party) permitted by Section 6.5(e)(i); 
 (l) Indebtedness under Hedge Agreements required pursuant to, and entered into in accordance with, Section 5.12 or any Hedge Agreements entered into
in the ordinary course of business and not for speculative purposes; provided that any Hedge Agreement that could result in any uncovered short positions with respect to commodities shall not be permitted pursuant to this clause (l);

 (m) unsecured Indebtedness under the Commodities Hedge Agreement; 
 (n) unsecured Indebtedness in an amount not to exceed $80,000,000 in the aggregate at any time outstanding (i) consisting of subordinated
indebtedness of NewPageCo or any of its Subsidiaries issued to a seller in connection with a Permitted Acquisition and which is subordinated in right of payment to the Obligations and containing such other terms, including with respect to tenor,
covenants, events of default and remedies satisfactory to the Administrative Agent, or (ii) incurred or assumed by NewPageCo and its Subsidiaries as a result of Permitted Acquisition; 
 (o) obligations on account of non-current accounts payable which the applicable Credit Party is contesting in good faith and by appropriate proceedings
diligently conducted and with respect to which adequate reserves have been established and are being maintained in accordance with GAAP; 
 (p) the incurrence by any Foreign Subsidiary of NewPageHoldCo of Indebtedness owing to Persons other than NewPageHoldCo and any of its Subsidiaries in an aggregate principal amount (or accreted value, as applicable) at any time outstanding,
not to exceed the sum of $100,000,000; 
  

 124 








 (q) any extensions, renewals, refinancings or replacements of such Indebtedness described in subsection
(a), (c), (i), (j), (n) (but only as to clause (ii) thereof), (o) or (t) of this Section 6.1 (subject to any limitations set forth in such subsections) or described in this Subsection (q) (subject to any limitations set
forth above in the subsections under which the original Indebtedness previously so extended, renewed, refinanced or replaced pursuant to this subsection (q) was permitted), including renewals and extensions expressly provided for in the
agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement, provided that such refinancings and extensions of any such Indebtedness shall be permitted only so long as the covenants, events of default,
subordination and terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the
Indebtedness being refinanced or extended; provided, such Indebtedness permitted under this subsection shall not (x) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or
refinanced, (y) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, accrued cash interest payable thereon, premium (if any) thereon, other reasonable amounts necessary to accomplish such extension, renewal or
refinancing, and reasonable fees and expenses incurred in connection therewith, or (z) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; 
 (r) other unsecured Indebtedness of NewPageCo and its Subsidiaries (other than Foreign Subsidiaries), in an aggregate amount not to exceed at any time
$75,000,000; 
 (s) guaranties by NewPageHoldCo of Indebtedness of NewPageCo and its Subsidiaries in an aggregate amount, together with the
guaranties permitted by clause (h), Indebtedness under clause (b)(ii) and Investments permitted by Section 6.7(b)(iii), not to exceed $20,000,000 at any time; 
 (t) secured Indebtedness of a Person acquired in a Permitted Acquisition, or which is secured by assets acquired in a Permitted Acquisition, which was in existence at the time of such acquisition and not incurred in
anticipation thereof, in an aggregate principal amount not to exceed $20,000,000; and 
 (u) Indebtedness secured by a Lien on Second Lien
Financing Collateral in an aggregate principal amount not to exceed $150,000,000; provided, such amount may be increased by an additional amount of up to $150,000,000, so long as, on the date such additional Indebtedness is incurred and after
giving effect thereto and to the application of the proceeds thereof, the Total Leverage Ratio would not exceed 3.50:1.00. 
  

 125 








 To the extent that the creation, incurrence or assumption of any Indebtedness could be attributable to
more than one subsection of this Section 6.1, NewPageCo may allocate and subsequently reallocate such Indebtedness to any one or more of such subsections and in no event shall the same portion of Indebtedness be deemed to utilize or be
attributable to more than one item. 
 6.2. Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or
indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of NewPageHoldCo or any of its Subsidiaries,
whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income
or profits under the UCC of any State or province or under any similar recording or notice statute, except: 
 (a) (i) Liens in favor of
Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document, (ii) Liens granted pursuant to the NewPageCo First Lien Term Loan Agreement or any “Credit Document” as defined thereunder, (iii) Liens
in the Second Lien Financing Collateral securing the obligations and indebtedness incurred pursuant to the Senior Secured Floating Rate Note Documents, the Senior Secured Fixed Rate Note Documents, the 2007 Senior Secured Fixed Rate Note Documents
and Indebtedness incurred pursuant to Section 6.1(u) and (iv) Liens securing Indebtedness permitted by Section 6.1(q) that extends, renews, refinances or replaces any Indebtedness described in clause (ii) or (iii) of this
subsection (a), or that was previously incurred pursuant to Section 6.1(q) to refinance such Indebtedness, so long as such Liens do not extend to any assets other than those securing such Indebtedness at the time of any such extension, renewal,
refinancing or replacement and are subject to the terms of the Intercreditor Agreement; 
 (b) Liens for Taxes that are not yet required to
be paid pursuant to Section 5.3; 
 (c) statutory Liens of landlords, carriers, warehousemen, suppliers, mechanics, repairmen, workmen
and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts
not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other
appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; 
  

 126 








 (d) Liens incurred in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other
similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

 (e) Any state of facts an accurate survey would disclose, public and private roads, timber cutting and hauling contracts, timber sales
contracts, prescriptive easements or adverse possession claims, minor encumbrances, easements or reservations of, or rights of others for, pursuant to any leases, licenses, rights-of-ways or other similar agreements or arrangements, development, air
or water rights, sewers, electric lines, telegraph and telephone lines and other utility lines, pipelines, service lines, railroad lines, improvements and structures located on, over or under any real property, drains, drainage ditches, culverts,
electric power or gas generating or co-generation, storage and transmission facilities and other similar purposes or minor defects or irregularities in title, in each case which, individually or in the aggregate, do not and will not materially
adversely affect the value of the subject property or interfere in any material respect with the ordinary conduct of the business of NewPageCo or any of its Subsidiaries; 
 (f) any interest or title of a lessor or sublessor under any lease of real or personal property which is not a Capital Lease and any leases or subleases granted by NewPageCo or any of its Subsidiaries in the ordinary
course of their respective businesses that are not otherwise prohibited by this Agreement and not interfering in any material respect with the business of NewPageCo or such Subsidiary; 
 (g) Liens solely on any cash earnest money deposits made by NewPageCo or any of its Subsidiaries in connection with any letter of intent or purchase
agreement for a Permitted Acquisition; 
 (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating
solely to operating leases of personal property entered into in the ordinary course of business; 
 (i) Liens in favor of customs and revenue
authorities or freight handlers or forwarders to secure payment of customs duties in connection with the importation of goods; 
  

 127 








 (j) any zoning or similar law or right reserved to or vested in any Governmental Authority; 

(k) licenses and sublicenses of patents, trademarks and other intellectual property rights granted by NewPageHoldCo or any of its Subsidiaries in the
ordinary course of business and not interfering in any respect with the ordinary conduct of the business of NewPageCo or such Subsidiary; 
 (l) (i) Liens described in Schedule 6.2 or (ii) on any title report delivered pursuant to Section 3.1(i)(iii) of the NewPageCo First Lien Term Loan Agreement on property not constituting Collateral; 
 (m) Liens securing Indebtedness permitted pursuant to 6.1(j); provided, any such Lien shall encumber only the asset acquired, constructed or
improved with the proceeds of such Indebtedness; 
 (n) any attachment or judgment Lien not constituting an Event of Default under
Section 8.1(h) so long as the enforcement of any such Lien on any Collateral is stayed; 
 (o) customary security deposits under
operating leases in the ordinary course of business; 
 (p) customary rights of set off, bankers’ lien, refund or charge back under
deposit agreements, the UCC or common law of banks or other financial institutions where NewPageCo or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business; 
 (q) Liens to secure Indebtedness permitted by Section 6.1(p); provided that such Liens shall be limited solely to the assets of the Foreign
Subsidiary obligated with respect to such Indebtedness; 
 (r) Liens in favor of NewPageHoldCo or any Subsidiary; 
 (s) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with NewPageHoldCo or a Subsidiary thereof or
at the time NewPageHoldCo or one of its Subsidiaries acquires the Capital Stock of such Person and Liens securing Indebtedness permitted by Section 6.1(t) and not encumbering any Revolving Credit Collateral (as defined in the Intercreditor
Agreement); provided, that such Liens were in existence prior to and were not incurred in connection with or in contemplation of, such merger or consolidation or acquisition and do not extend to any assets other than the assets acquired by,
or the assets of, the Person merged into or consolidated with or acquired by NewPageHoldCo or it Subsidiaries; 
  

 128 








 (t) Liens securing Indebtedness from extensions, renewals or replacements, in whole or in part, of any
Lien described in clause (s) of this Section 6.2; provided, that any such extension, renewals or replacement is no more restrictive in any material respect than the Lien so extended, renewed or replaced and does not extend to any
additional property or assets; 
 (u) Customary rights of first refusal, “tag-along” and “drag-along” rights, and put and
call arrangements under joint venture agreements; and 
 (v) other Liens on assets other than the Collateral securing Indebtedness in an
aggregate amount not to exceed $20,000,000 at any time outstanding. 
 6.3. Equitable Lien. If any Credit Party or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than Permitted Liens, it shall make or cause to be made effective provisions whereby the Obligations will be secured by
such Lien equally and ratably with any and all other Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided, notwithstanding the foregoing, this covenant shall not be construed as a consent by Requisite
Lenders to the creation or assumption of any such Lien not otherwise permitted hereby. 
 6.4. No Further Negative Pledges. Except with
respect to (a) specific property encumbered to secure payment of particular Indebtedness (and Indebtedness permitted by Section 6.1(u)) or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) each
of the NewPageHoldCo PIK Note Indenture, NewPageCo First Lien Term Loan Agreement, the Senior Secured Floating Rate Notes Indenture, the Senior Secured Fixed Rate Notes Indenture and the 2007 Supplemental Indenture, in each case, as in effect on the
date hereof and (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such
restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be) no Credit Party nor any of its Subsidiaries shall enter into any agreement
prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired. 
 6.5.
Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare,
order, pay, make or set apart, any sum for any Restricted Junior Payment except that: 
 (a) (i) NewPageCo may make regularly scheduled
payments of interest in respect of the NewPageCo First Lien Term Loan Agreement, Senior Secured Floating Rate Notes, the Senior Secured Fixed Rate Notes, the 2007 Senior Secured Fixed Rate Notes and the Senior Subordinated Notes in accordance with
the terms of, and only to the extent required by, and subject to any applicable subordination provisions contained in, the indenture or other agreement pursuant to which any such Indebtedness was issued, (ii) NewPageCo may make scheduled
payments of principal and mandatory prepayments required pursuant to the terms of the NewPageCo First Lien Term Loan Agreement, (iii) NewPageCo may make voluntary prepayments of principal under the NewPage First Lien Term Loan Agreement so long
as (A) both before and after giving effect to any such voluntary prepayment no Default or Event of Default shall have occurred and be continuing and (B) after giving effect to any such prepayment Excess Availability shall be at least
$75,000,000, and (iv) so long as no Default or Event of Default shall have occurred and be continuing NewPageHoldCo may make mandatory prepayments or mandatory redemptions of the NewPageHoldCo PIK Notes pursuant to the terms thereof with any
proceeds from a capital contribution to, or the issuance of any Capital Stock of NewPageHoldCo (other than proceeds of Permitted Cure Securities); 
  

 129 








 (b) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused
thereby, NewPageCo may make Restricted Junior Payments to NewPageHoldCo in an aggregate amount not to exceed $4,000,000 (or after the occurrence of an IPO, $6,000,000) in any Fiscal Year, to the extent necessary to permit NewPageHoldCo and
SuperHoldCo to pay general administrative costs and expenses, and out-of-pocket legal, accounting, filing and other general corporate overhead costs, so long as NewPageHoldCo or SuperHoldCo, as the case may be, applies the amount of any such
Restricted Junior Payment for such purpose; 
 (c) Subsidiaries of NewPageCo may make Restricted Junior Payments (i) to NewPageCo or to
any parent entity of such Subsidiary which is a Subsidiary and (ii) on a pro rata basis to the other equity holders of such Subsidiary; 
 (d) for so long as NewPageCo or NewPageHoldCo is a member of a group filing a consolidated or combined tax return with any direct or indirect parent of NewPageCo or NewPageHoldCo, NewPageCo and NewPageHoldCo may make payments to such direct
or indirect parent in respect of an allocable portion of the tax liabilities of such group that is attributable to NewPageHoldCo or NewPageCo, as the case may be, and its Subsidiaries (“Tax Payments”) and to pay franchise or similar taxes
and fees of such direct or indirect parent required to maintain such direct or indirect parent’s corporate existence; provided that such Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any
penalties and interest) that NewPageHoldCo or NewPageCo, as the case may be, would owe if it were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined
group), taking into account any carryovers and 

  

 130 








 
carrybacks of tax attributes (such as net operating losses) of NewPageHoldCo or NewPageCo, as the case may be, and such Subsidiaries from other taxable years
and (ii) the net amount of the relevant tax that the direct or indirect parent actually owes to the appropriate taxing authority; provided further that any Tax Payments received from NewPageHoldCo or NewPageCo shall be paid over
to the appropriate taxing authority within 60 days of the direct or indirect parent’s receipt of such Tax Payments or refunded to NewPageHoldCo or NewPageCo, as the case may be; 
 (e) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, NewPageCo may make Restricted Junior
Payments to NewPageHoldCo, and NewPageHoldCo may make Restricted Junior Payments to SuperHoldCo, to the extent necessary to permit NewPageHoldCo and SuperHoldCo to: 
 (i) repurchase, redeem or otherwise acquire or retire shares of, or options or warrants to purchase shares of, Capital Stock of
NewPageHoldCo or SuperHoldCo from current or former employees, consultants, officers or directors of SuperHoldCo, NewPageHoldCo, NewPageCo or any Subsidiaries thereof or their respective estates, spouses, former spouses, family members or other
permitted transferees, in an aggregate amount not to exceed $30,000,000 in any calendar year (plus any additional amount used to repurchase, redeem or otherwise acquire or retire any such Capital Stock in the form of or from with proceeds of
unsecured subordinated Indebtedness which shall be subordinated in right of payment to the Obligations and on terms reasonably satisfactory to the Administrative Agent); provided, that NewPageCo may carry over and make in subsequent calendar
years, in addition to the amounts permitted for such calendar year, the amount of such purchases, redemptions or other acquisitions or retirements for value permitted to have been made but not made in any preceding calendar year; provided
further that such amount in any calendar year may be increased by an amount not to exceed (A) the net cash proceeds from the sale of equity or other beneficial ownership interests of NewPageCo (or NewPageHoldCo, SuperHoldCo or any other
direct or indirect parent of NewPageHoldCo to the extent such net cash proceeds are contributed to the common equity of NewPageCo) to employees, officers, directors or consultants of SuperHoldCo, NewPageHoldCo, NewPageCo and the Subsidiaries or
NewPageHoldCo that occurs after the date of this Agreement (to the extent the cash proceeds from the sale of such equity or other beneficial ownership interests have not otherwise been applied to the payment of Restricted Junior Payments)
plus (B) the cash proceeds of key man life insurance policies received by NewPageCo and its Subsidiaries after the date of this Agreement less any amounts previously applied to the payment of Restricted Junior Payments pursuant to this
clause (e); 
  

 131 








 (ii) (A) substantially concurrently with the consummation of any IPO, pay dividends
or repurchase or redeem equity interests (or options or warrants to purchase equity interests) in an aggregate amount not to exceed $50,000,000, and (B) after the occurrence of any such IPO, so long (x) as the Total Leverage
Ratio as of the end of the most recently ended Fiscal Quarter prior to such payment was less than 3.50 to 1.00 and (y) after giving effect to any such payment Excess Availability shall be at least $75,000,000, pay dividends or
repurchase or redeem equity interests (or options or warrants to purchase equity interests) during any Fiscal Year in an aggregate amount not to exceed 50% of Consolidated Excess Cash Flow for the immediately preceding Fiscal Year; and

 (iii) repurchase, redeem or otherwise acquire or retire the NewPageHoldCo PIK Notes, term loans outstanding under the
NewPageCo First Lien Term Loan Agreement, any Senior Secured Floating Rate Notes, any Senior Secured Fixed Rate Notes, any 2007 Senior Secured Fixed Rate Notes or any Senior Subordinated Notes with (x) the amount of Net Asset Sale Proceeds
received from any Asset Sale that is not otherwise required to be used to repay Indebtedness or reinvested in assets used or useful in a Permitted Business and (y) an amount equal to Consolidated Excess Cash Flow during the immediately
preceding Fiscal Year (and that is not otherwise required to be used to repay Indebtedness or used to pay a dividend or repurchase or redeem equity interests pursuant to clause (e)(ii) above); provided that no such repurchase, redemption,
acquisition or retirement may be made in reliance on this clause (e)(iii) unless (1) the Senior Leverage Ratio as of the end of the most recently ended Fiscal Quarter prior to such repurchase, redemption, acquisition or retirement, was less
than or equal to 2.50 to 1.00 and (2) the aggregate amount paid in connection with all such repurchases, redemptions, acquisitions and retirements pursuant to this clause (e)(iii) shall not exceed $375,000,000; 
 (f) the repurchase of Capital Stock deemed to occur upon any “cashless” exercise of stock options, warrants or other convertible securities;

 (g) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the redemption, repurchase
or other acquisition for value of any Capital Stock of any Subsidiary that is held by a Person that is not an Affiliate of NewPageCo to the extent required to satisfy applicable laws, rules or regulations; provided that the consideration for
such redemption, repurchase or other acquisition shall not exceed $2,000,000 during the term of this Agreement; 
 (h) repayments of the
NewPageHoldCo PIK Notes, the NewPageCo First Lien Term Loan Agreement, the Senior Secured Floating Rate Notes, the Senior Secured Fixed Rate Notes, the 2007 Senior Secured Fixed Rate Notes or the Senior Subordinated Notes in connection with any
refinancing thereof permitted pursuant to Section 6.1(q); 
  

 132 








 (i) payments made to officers, directors, consultants or employees of NewPageCo or Stora Enso North
America Inc., and their respective subsidiaries on or about the Closing Date in an amount not to exceed $6,000,000; 
 (j) payments to
NewPageHoldCo and SuperHoldCo to permit NewPageHoldCo and SuperHoldCo to pay reasonable accounting, legal and administrative expenses incurred in connection with NewPageHoldCo’s obligations under the NewPageHoldCo PIK Notes and
SuperHoldCo’s obligations under the SuperHoldCo PIK Notes (other than principal and interest thereon) and the related registration rights agreement when due, in an aggregate amount not to exceed $3,000,000 per annum; and 
 (k) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, upon the occurrence of an IPO (and
substantially concurrently therewith), NewPageHoldco may use the proceeds of such IPO to (1) prepay the NewPageHoldco PIK Notes and/or (2) make Restricted payments to SuperHoldco to enable SuperHoldco to prepay the SuperHoldco PIK Notes
(so long as SuperHoldco applies the proceeds of such Restricted Payment to such purpose). 
 6.6. Restrictions on Subsidiary
Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the
ability of any Subsidiary of NewPageCo to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by NewPageCo or any other Subsidiary of NewPageCo, (b) repay or prepay any Indebtedness owed
by such Subsidiary to NewPageCo or any other Subsidiary of NewPageCo, (c) make loans or advances to NewPageCo or any other Subsidiary of NewPageCo, or (d) transfer any of its property or assets to NewPageCo or any other Subsidiary of
NewPageCo, other than restrictions (i) existing under this Agreement, (ii) in the NewPageHoldCo PIK Note Documents, the NewPageCo First Lien Term Loan Documents, the Senior Secured Floating Rate Note Documents, the Senior Secured Fixed
Rate Note Documents, the 2007 Senior Secured Fixed Rate Note Documents or the Senior Subordinated Note Documents as in effect on the Closing Date or as modified in accordance with this Agreement, or in any documents pursuant to which any
Indebtedness permitted by Section 6.1(u) is issued so long as such restrictions are not greater than those in the Senior Secured Floating Rate Note Documents and the Senior Secured Fixed Rate Note Documents, (iii) in agreements evidencing
Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired, (iv)

  

 133 








 
in agreements evidencing Indebtedness permitted by Section 6.1(p) that impose restrictions on the Foreign Subsidiary obligated on such Indebtedness,
(v) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, asset or stock sale agreements, joint venture agreements and similar agreements otherwise permitted hereunder, entered
into in the ordinary course of business, (vi) in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis,
(vii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (viii) in any instrument governing
Indebtedness or Capital Stock of a Person acquired by NewPageHoldCo or one of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in
contemplation of such acquisition), so long as the encumbrance or restriction thereunder is not applicable to any Person, or the properties or assets of any Person, other than the Person or property or assets of the Person so acquired, (ix) in
agreements set forth on Schedule 6.6, (x) arising under applicable laws, rules, regulations or orders, and (xi) any encumbrance or restriction imposed by any amendments, modifications, restatements, increases, supplements, refundings,
replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (ii) through (ix) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of NewPageCo, taken as a whole, than the encumbrances or restrictions prior to such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 
 6.7. Investments. No Credit Party
shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture, except: 
 (a) Investments in Cash and Cash Equivalents and, in the case of any Subsidiary of NewPageHoldCo organized or operating in any country that is a member of
the Organization for Economic Co-operation and Development, Foreign Cash Equivalents with respect to such country; 
 (b)
(i) Investments owned as of the Closing Date in any Subsidiary; (ii) Investments made after the Closing Date in any Wholly-Owned Guarantor Subsidiary, and (iii) Investments made after the Closing Date in any Subsidiary of NewPageCo
that is not a Guarantor Subsidiary that, together with Indebtedness under Section 6.1(b)(ii) and the proviso of 6.1(h) does not exceed $10,000,000 at any time in the aggregate; 
  

 134 








 (c) Investments (i) received in satisfaction or partial satisfaction of delinquent accounts and
disputes with customers or suppliers of such Person in the ordinary course of business; (ii) acquired as a result of foreclosure of a Lien securing an Investment or the transfer of the assets subject to such Lien in lieu of foreclosure and
(iii) consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of NewPageHoldCo and its Subsidiaries; 
 (d) intercompany loans to the extent permitted under Section 6.1(b); 
 (e) [Reserved]; 
 (f) loans and advances to employees of NewPageHoldCo and its Subsidiaries made in
the ordinary course of business not to exceed $10,000,000 in the aggregate at any one time outstanding and payroll, travel and similar advances to employees to cover matters that are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course of business; 
 (g) Investments made in connection with Permitted
Acquisitions permitted pursuant to Section 6.9; 
 (h) Investments described in Schedule 6.7 and renewals or extensions of any such
Investment to the extent not involving any additional Investments other than as the result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case pursuant to the terms of such
Investments as in effect on the date of this Agreement; 
 (i) extensions of credit to customers or advances, deposits and payments to or
with suppliers, lessors or utilities or for workers’ compensation, in each case, in the ordinary course of business that are recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of NewPageCo and its Subsidiaries
prepared in accordance with GAAP; 
 (j) Investments constituting non-Cash consideration received by NewPageCo or any of its Subsidiaries in
connection with permitted Asset Sales and other sales and dispositions permitted under Section 6.9; 
 (k) Investments under Hedge
Agreements to the extent permitted under Section 6.1 and Investments under the Commodities Hedge Agreement; 
  

 135 








 (l) Investments consisting of loans by NewPageCo to NewPageHoldCo or by NewPageHoldCo to SuperHoldCo for
purposes otherwise permitted under Section 6.5 to be distributed to NewPageHoldCo or SuperHoldCo, as applicable; 
 (m) loans,
guarantees of loans, advance, and other extensions of credit to current and former officers, directors, employees, and consultants of NewPageHoldCo, a Subsidiary of NewPageHoldCo, SuperHoldCo or any other direct or indirect parent of NewPageHoldCo
for the purpose of permitting such Persons to purchase Capital Stock of NewPageCo, NewPageHoldCo, SuperHoldCo or any other direct or indirect parent of NewPageHoldCo, not to exceed $10,000,000 in aggregate outstanding at any time; 
 (n) purchases of the Rumford JV Interests for aggregate consideration for all such purchases not to exceed $50,000,000; 
 (o) Investments resulting from a Permitted Acquisition, which Investments at the time of such acquisition were held by the acquired Person and were not
acquired in contemplation of the acquisition of such Person; and 
 (p) other Investments in an aggregate amount not to exceed at any time
$20,000,000. 
 Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any
Restricted Junior Payment not otherwise permitted under the terms of Section 6.5. 
 6.8. Financial Covenants. 
 (a) Interest Coverage Ratio. For any Fiscal Quarter during which Excess Availability during any (i) ten (10) consecutive Business Days in
such Fiscal Quarter shall be less than $50,000,000 or (ii) three (3) consecutive Business Days in such Fiscal Quarter shall be less than $25,000,000, in each case commencing with the first Fiscal Quarter of 2008, NewPageHoldCo shall not
permit the Interest Coverage Ratio as of the last day of such Fiscal Quarter to be less than the correlative ratio indicated: 
  

			
	 Fiscal Quarter
	  	Interest
Coverage
Ratio
	 1st Fiscal Quarter 2008
	  	1.75:1.00

  

 136 









			
	 Fiscal Quarter
	  	Interest
Coverage
Ratio
	 2nd Fiscal Quarter 2008
	  	1.75:1.00
	 3rd Fiscal Quarter 2008
	  	1.75:1.00
	 4th Fiscal Quarter 2008
	  	1.75:1.00
	 1st Fiscal Quarter 2009
	  	1.75:1.00
	 2nd Fiscal Quarter 2009
	  	1.75:1.00
	 3rd Fiscal Quarter 2009
	  	1.75:1.00
	 4th Fiscal Quarter 2009
	  	2.00:1.00
	 1st Fiscal Quarter 2010
	  	2.00:1.00
	 2nd Fiscal Quarter 2010
	  	2.00:1.00
	 3rd Fiscal Quarter 2010
	  	2.00:1.00
	 4th Fiscal Quarter 2010 and each Fiscal Quarter
thereafter
	  	2.50:1.00

 (b) Fixed Charge Coverage Ratio. For any Fiscal Quarter during which Excess Availability
during any (i) ten (10) consecutive Business Days in such Fiscal Quarter shall be less than $50,000,000 or (ii) three (3) consecutive Business Days in such Fiscal Quarter shall be less than $25,000,000, in each case commencing
with the first Fiscal Quarter of 2008, NewPageHoldCo shall not permit the Fixed Charge Coverage Ratio as of the last day of such Fiscal Quarter to be less than the correlative ratio indicated: 
  

			
	 Fiscal Quarter
	  	Fixed
Charge
Coverage
Ratio
	 1st Fiscal Quarter 2008
	  	1.00:1.00

  

 137 









			
	 Fiscal Quarter
	  	Fixed
Charge
Coverage
Ratio
	 2nd Fiscal Quarter 2008
	  	1.00:1.00
	 3rd Fiscal Quarter 2008
	  	1.00:1.00
	 4th Fiscal Quarter 2008
	  	1.00:1.00
	 1st Fiscal Quarter 2009 and each Fiscal Quarter
thereafter
	  	1.10:1.00

 (c) Total Leverage Ratio. For any Fiscal Quarter during which Excess Availability during
any (i) ten (10) consecutive Business Days in such Fiscal Quarter shall be less than $50,000,000 or (ii) three (3) consecutive Business Days in such Fiscal Quarter shall be less than $25,000,000, in each case commencing with the
first Fiscal Quarter of 2008, NewPageHoldCo shall not permit the Total Leverage Ratio as of the last day of such Fiscal Quarter to exceed the correlative ratio indicated: 
  

			
	 Fiscal Quarter
	  	Total
Leverage
Ratio
	 1st Fiscal Quarter 2008
	  	6.00:1.00
	 2nd Fiscal Quarter 2008
	  	6.00:1.00
	 3rd Fiscal Quarter 2008
	  	6.00:1.00
	 4th Fiscal Quarter 2008
	  	5.75:1.00
	 1st Fiscal Quarter 2009
	  	5.75:1.00
	 2nd Fiscal Quarter 2009
	  	5.75:1.00
	 3rd Fiscal Quarter 2009
	  	5.50:1.00
	 4th Fiscal Quarter 2009
	  	5.00:1.00

  

 138 









			
	 Fiscal Quarter
	  	Total
Leverage
Ratio
	 1st Fiscal Quarter 2010
	  	5.00:1.00
	 2nd Fiscal Quarter 2010
	  	5.00:1.00
	 3rd Fiscal Quarter 2010
	  	4.50:1.00
	 4th Fiscal Quarter 2010
	  	4.25:1.00
	 1st Fiscal Quarter 2011
	  	4.25:1.00
	 2nd Fiscal Quarter 2011
	  	4.25:1.00
	 3rd Fiscal Quarter 2011
	  	4.25:1.00
	 4th Fiscal Quarter 2011 and each Fiscal Quarter
thereafter
	  	4.00:1.00

 (d) Senior Leverage Ratio. For any Fiscal Quarter during which Excess Availability during
any (i) ten (10) consecutive Business Days in such Fiscal Quarter shall be less than $50,000,000 or (ii) three (3) consecutive Business Days in such Fiscal Quarter shall be less than $25,000,000, in each case commencing with the
first Fiscal Quarter of 2008, NewPageHoldCo shall not permit the Senior Leverage Ratio as of the last day of such Fiscal Quarter to exceed the correlative ratio indicated: 
  

			
	 Fiscal Quarter
	  	Senior
Leverage
Ratio
	 1st Fiscal Quarter 2008
	  	3.50:1.00
	 2nd Fiscal Quarter 2008
	  	3.50:1.00
	 3rd Fiscal Quarter 2008
	  	3.50:1.00
	 4th Fiscal Quarter 2008
	  	3.25:1.00

  

 139 









			
	 Fiscal Quarter
	  	Senior
Leverage
Ratio
	 1st Fiscal Quarter 2009
	  	3.25:1.00
	 2nd Fiscal Quarter 2009
	  	3.25:1.00
	 3rd Fiscal Quarter 2009
	  	2.75:1.00
	 4th Fiscal Quarter 2009
	  	2.50:1.00
	 1st Fiscal Quarter 2010
	  	2.50:1.00
	 2nd Fiscal Quarter 2010
	  	2.50:1.00
	 3rd Fiscal Quarter 2010
	  	2.25:1.00
	 4th Fiscal Quarter 2010
	  	1.75:1.00
	 1st Fiscal Quarter 2011
	  	1.75:1.00
	 2nd Fiscal Quarter 2011
	  	1.75:1.00
	 3rd Fiscal Quarter 2011
	  	1.75:1.00
	 4th Fiscal Quarter 2011 and each Fiscal Quarter
thereafter
	  	1.50:1.00

  

 140 








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

				
	 Fiscal Year
	  	 Consolidated
 Capital
Expenditures

	 2008
	  	$	300,000,000
	 2009 and each Fiscal Year thereafter
	  	$	250,000,000

 If at the end of any Fiscal Quarter the Total Leverage Ratio as of the end of such Fiscal Quarter shall be
3.50:1.00 or less then NewPageCo and its Subsidiaries may make or incur Consolidated Capital Expenditures during such Fiscal Quarter in addition to those otherwise permitted by this Section 6.8(e). 
 (f) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject
Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.8 (but not for purposes of determining the Applicable Margin or Applicable Revolving Commitment Fee Percentage) or for
purposes of calculating the pro forma Total Leverage Ratio pursuant to Section 6.1(u), Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including
pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of
Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost 

  

 141 








 
savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the
chief financial officer of NewPageCo) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of NewPageHoldCo and its Subsidiaries which shall
be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, or the Indebtedness for which the pro forma Total Leverage Ratio is being calculated, had been consummated or incurred or repaid at the
beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans
incurred during such period). 
 (g) Right to Cure. Notwithstanding anything to the contrary contained in this Section 6.8, in
the event that any Credit Party would otherwise be in default of any financial covenant set forth in this Section 6.8, until the 10th day subsequent to delivery of the related Compliance Certificate, NewPageHoldCo shall have the right, but in
any event no more than (i) two (2) times in any twelve-month period and (ii) four (4) times from the Closing Date to the date of determination, to issue Permitted Cure Securities for cash or otherwise receive cash contributions
to the capital of NewPageHoldCo (which proceeds and contributions will be contributed to the common equity capital of NewPageCo), in either case in an aggregate amount equal to the lesser of (a) the amount necessary to cure the relevant failure
to comply with all the applicable financial covenants and (b) $50,000,000, (collectively, the “Cure Right”), and upon the receipt by NewPageCo of such cash (the “Cure Amount”)
pursuant to the exercise of such Cure Right such financial covenants shall be recalculated giving effect to the following pro forma adjustments: 
 (i) Consolidated Adjusted EBITDA shall be increased, in accordance with the definition thereof, solely for the purpose of measuring the financial covenants and not for any other purpose under this Agreement, by an
amount equal to the Cure Amount; 
 (ii) if, after giving effect to the foregoing recalculations, the Credit Parties shall
then be in compliance with the requirements of all financial covenants set forth in this Section 6.8, the Credit Parties shall be deemed to have satisfied the requirements thereof as of the relevant date of determination with the same effect as
though there had been no failure to comply therewith at such date, and the applicable breach or default thereof which had occurred shall be deemed cured for all purposes of the Agreement; and 
 (iii) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such Indebtedness shall not be deemed to have been
repaid for purposes of calculating the Senior Leverage Ratio or the Total Leverage Ratio for the period with respect to which such Compliance Certificate applies. 
  

 142 








 6.9. Fundamental Changes; Disposition of Assets; Acquisitions. No Credit Party shall, nor shall it
permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange,
transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or
hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, supplies, intellectual property, materials and equipment and Capital Expenditures in the ordinary course of business) the business, or
all or substantially all of the property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: 
 (a) any Subsidiary of NewPageCo may be merged with or into NewPageCo or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any
part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to NewPageCo or any Guarantor Subsidiary; provided, in the case of such a merger,
NewPageCo or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person, and any Subsidiary of NewPageHoldCo which is not a Guarantor Subsidiary may be merged with or into any Wholly-Owned Subsidiary which is not a
Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions to any
Wholly-Owned Subsidiary which is not a Guarantor Subsidiary; 
 (b) sales, leases, licenses or other dispositions of assets that do not
constitute Asset Sales and sales or other dispositions of equipment that is obsolete, worn-out, condemned or no longer used or useful in the business of NewPageHoldCo, NewPageCo or any of its Subsidiaries and other assets set forth on Schedule 6.9;

 (c) Asset Sales by NewPageCo or any of its Subsidiaries, the proceeds of which (valued at the principal amount thereof in the case of
non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds) do not exceed $400,000,000 in the aggregate for all such Asset Sales from and after the Closing Date;
provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of NewPageCo (or similar governing body)), (2) no less
than 80% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14; 
  

 143 








 (d) Permitted Acquisitions, the consideration for which constitutes less than $300,000,000 in the
aggregate from the Closing Date to the date of determination; 
 (e) Investments made in accordance with Section 6.7; and 
 (f) prior to receipt of notice from the Collateral Agent given after the occurrence of an Event of Default, the settlement or write-off of accounts
receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practice. 
 6.10. Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 6.9, no Credit Party shall, nor shall it permit any
of its Subsidiaries to (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to qualify directors if required by applicable law and except for Permitted
Collateral Liens; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions
on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law and except for Permitted Collateral Liens. 
 6.11. Sales and Lease-Backs. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property
(whether real, personal or mixed) having a fair market value in excess of $50,000,000 in the aggregate for all such property subjected to any lease described in this Section, whether now owned or hereafter acquired, which such Credit Party
(a) has sold or transferred or is to sell or to transfer to any other Person (other than NewPageHoldCo or any other Credit Party), or (b) intends to use for substantially the same purpose as any other property which has been or is to be
sold or transferred by such Credit Party to any Person (other than NewPageHoldCo or any other Credit Party) in connection with such lease. 
 6.12. Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate of NewPageHoldCo or any of its Subsidiaries, on terms that are less favorable to NewPageHoldCo or that Subsidiary, as the case may be, than those that might be obtained at
the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between NewPageCo and any 

  

 144 








 
Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of NewPageHoldCo and its
Subsidiaries; (c) compensation arrangements for officers and other employees of NewPageHoldCo and its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.12; (e) reimbursement of
expenses on or about the Closing Date incurred by Sponsor or its Affiliates in connection with the Stora Enso Acquisition and any other Closing Date Related Transactions; and (f) transactions between NewPageHoldCo and such Affiliates that are
expressly permitted by Sections 6.5 or 6.7. 
 6.13. Conduct of Business. From and after the Closing Date, no Credit Party shall, nor
shall it permit any of its Subsidiaries to, engage in any business other than a Permitted Business. 
 6.14. Permitted Activities of
NewPageHoldCo. NewPageHoldCo shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Related Agreements; (b) create or suffer
to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or
activity or own any assets other than (i) holding 100% of the Capital Stock of NewPageCo, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the
Related Agreements; and (iii) making Restricted Junior Payments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person (other
than a merger or consolidation with SuperHoldCo so long the survivor of such merger or consolidation (x) shall be in compliance with this Section 6.14, and (y) if such survivor is SuperHoldCo, it shall expressly agree to be bound by
the terms and provisions of this Agreement, including the restrictions set forth in this Section 6.14 as if it were NewPageHoldCo, and expressly agree in writing to assume all of the obligations of NewPageHoldCo under this Agreement and the
other Credit Documents, including the pledge of 100% of the Capital Stock of NewPageCo pursuant thereto); (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted under Section 6.9; (f) create
or acquire any Subsidiary or make or own any Investment in any Person other than NewPageCo; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. 
 6.15. Amendments or Waivers of Certain Related Agreements. Except as otherwise provided in the Intercreditor Agreement, no Credit Party shall nor
shall it permit any of its Subsidiaries to, agree to any material amendment, restatement, supplement or other modification to, or waiver of, any of its material rights under any Related Agreement after the Closing Date if the effect of such
amendment, restatement, supplement, modification or waiver would be adverse to any Credit Party or Lender (or, in the case of the Stora Enso Purchase Agreement or Fiber 

  

 145 








 
Supply Agreements, materially adverse to any Credit Party or Lender) without in each case obtaining the prior written consent of Requisite Lenders to such
amendment, restatement, supplement or other modification or waiver; provided, the foregoing shall not prohibit the sale, transfer, conveyance or other disposition of the Commodities Hedge Agreement. 
 6.16. Amendments or Waivers with respect to NewPageHoldCo PIK Note Documents or Senior Subordinated Notes Indebtedness. No Credit Party shall, nor
shall it permit any of its Subsidiaries to, amend or otherwise change the terms of any Senior Subordinated Notes Indebtedness or NewPageHoldCo PIK Note Indebtedness, or make any payment consistent with an amendment thereof or change thereto, if the
effect of such amendment or change is to increase the interest rate on such Senior Subordinated Notes Indebtedness or NewPageHoldCo PIK Note Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due
thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance
provisions thereof, change the subordination provisions, if any, of such Subordinated Indebtedness (or of any guaranty thereof) or any NewPageHoldCo PIK Note Indebtedness (or of any guaranty thereof), or if the effect of such amendment or change,
together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Senior Subordinated Notes Indebtedness or the NewPageHoldCo PIK Note
Indebtedness (or a trustee or other representative on their behalf) which would be adverse to any Credit Party or Lenders. 
 6.17. Fiscal
Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to change its Fiscal Year-end from December 31. 
 6.18.
Restrictions on Consolidated Papers International Leasing, L.L.C. Each Credit Party covenants that it shall not permit Consolidated Papers International Leasing, L.L.C. to (a) incur, directly or indirectly, any Indebtedness or any other
obligation or liability whatsoever; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it; (c) engage in any business or activity or own any assets; (d) consolidate with or merge with
or into, or convey, transfer or lease all or substantially all its assets to, any Person (other than in connection with its liquidation or dissolution referenced in Section 5.17); (e) sell or otherwise dispose of any Capital Stock of any
of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. 
  

 146 








 SECTION 7. GUARANTY 
 7.1. Guaranty of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit
of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due
but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”). Notwithstanding the foregoing or any other provision of
this Agreement to the contrary, if the obligations of any Guarantor under this Section 7.1 would, in any action or proceeding involving any state or provincial corporate law, or any state, provincial, federal or foreign bankruptcy, insolvency,
reorganization or other law affecting the rights of creditors generally, otherwise be held or determined to be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable
applicable provisions of a state, provincial or foreign law on account of the amount of its liability under this Section 7.1, then the amount of such liability shall, without further action by such Guarantor, or any Credit Party or any other
Person, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. 
 7.2. Contribution by Guarantors. All US Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty.
Accordingly, in the event any payment or distribution is made on any date by a US Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding
Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair
Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the
aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the
Obligations. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that
would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of a state, provincial or
foreign law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing
Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall 

  

 147 








 
not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing
Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including, without limitation, in
respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts
payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this
Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each US Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2. 
 7.3. Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in
limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of NewPageCo to pay any of the Guaranteed Obligations when and as the same shall become due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
§ 362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as
aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for NewPageCo’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a
claim is allowed against NewPageCo for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid. 
 7.4. Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which
constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows: 

(a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a
contract of surety; 
 (b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the
existence of any dispute between NewPageCo and any Beneficiary with respect to the existence of such Event of Default; 
  

 148 








 (c) the obligations of each Guarantor hereunder are independent of the obligations of NewPageCo and the
obligations of any other guarantor (including any other Guarantor) of the obligations of NewPageCo, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against NewPageCo or any
of such other guarantors and whether or not NewPageCo is joined in any such action or actions; 
 (d) payment by any Guarantor of a portion,
but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if
Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion
of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the
Guaranteed Obligations; 
 (e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the
validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest
on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed
Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment
hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any
other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of
such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its
discretion may determine consistent herewith, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action
operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against NewPageCo or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the
Credit Documents; and 
  

 149 








 (f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall
not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have
had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or
enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other
guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of
default) hereof, any of the other Credit Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such
Credit Document or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the
application of payments received from any source (other than payments received pursuant to the other Credit Documents or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral
for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations;
(v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of NewPageHoldCo or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations;
(vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which NewPageCo may allege or assert against any
Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission,
or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations. 
 7.5. Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a
condition of payment or performance by such Guarantor, to (i) proceed against NewPageCo, any other guarantor (including any other 

  

 150 








 
Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from NewPageCo, any such other guarantor
or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of NewPageCo or any other Person, or (iv) pursue any other remedy in the power of any
Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of NewPageCo or any other Guarantor including any defense based on or arising out of the lack of validity or the
unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of NewPageCo or any other Guarantor from any cause other than payment in full of the Guaranteed
Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon
any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence, willful misconduct, or bad faith; (e) (i) any principles or provisions of law, statutory or
otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability
hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or
any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument
related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to NewPageCo and notices of any of the matters referred to in Section 7.4 and
any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. 
 7.6. Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the
Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against
NewPageCo or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute,
under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against NewPageCo with respect to the Guaranteed Obligations,
(b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against NewPageCo, and (c)

  

 151 








 
any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed
Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such
Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to
the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any
rights of subrogation, reimbursement or indemnification such Guarantor may have against NewPageCo or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights any Beneficiary may have against NewPageCo, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount
shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held
in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in
accordance with the terms hereof. 
 7.7. Subordination of Other Obligations. Any Indebtedness of NewPageCo or any Guarantor now or
hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by the Obligee Guarantor after an Event of Default
has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed
Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof. Notwithstanding the foregoing, to the extent that any Guarantor makes a payment under Section 7.1
and also is obligated to NewPageCo or any Contributing Guarantor on any Account or other Indebtedness of NewPageCo or any Guarantor and the Collateral Agent holds the first Lien with respect to such Account or other Indebtedness, the Guarantor
making such payment shall be entitled to offset and reduce the amount of such intercompany Indebtedness on a dollar-for-dollar basis up to the amount of its payment, notwithstanding the fact that such intercompany Indebtedness may represent
Collateral hereunder. 
  

 152 








 7.8. Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until
all of the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled. Each Guarantor hereby irrevocably waives any right to revoke this
Guaranty as to future transactions giving rise to any Guaranteed Obligations. 
 7.9. Authority of Guarantors or NewPageCo. It is not
necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or NewPageCo or the officers, directors or any agents acting or purporting to act on behalf of any of them. 
 7.10. Financial Condition of NewPageCo. Any Credit Extension may be made to NewPageCo or continued from time to time, without notice to or
authorization from any Guarantor regardless of the financial or other condition of NewPageCo at the time of any such grant or continuation. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any
Guarantor’s assessment, of the financial condition of NewPageCo. Each Guarantor has adequate means to obtain information from NewPageCo on a continuing basis concerning the financial condition of NewPageCo and its ability to perform its
obligations under the Credit Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of NewPageCo and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.
Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of NewPageCo now known or hereafter known by any Beneficiary. 

7.11. Bankruptcy, etc. (a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of
Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against NewPageCo or any other Guarantor. The
obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization,
liquidation or arrangement of NewPageCo or any other Guarantor or by any defense which NewPageCo or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

 (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the
commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as
would have accrued on such portion of the Guaranteed Obligations if such case or 

  

 153 








 
proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the
Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve NewPageCo of any portion of such Guaranteed Obligations. Guarantors will permit any trustee
in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such
case or proceeding is commenced. 
 (c) In the event that all or any portion of the Guaranteed Obligations are paid by NewPageCo, the
obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary
as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder. 
 7.12. Discharge of Guaranty Upon Sale of Guarantor. If all of the Capital Stock of any Guarantor or any of its successors in interest hereunder
shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be
discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale. 
 SECTION 8.
EVENTS OF DEFAULT 
 8.1. Events of Default. If any one or more of the following conditions or events shall occur: 
 (a) Failure to Make Payments When Due. Failure by NewPageCo to pay (i) when due any installment of principal of any Loan, whether at stated
maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any
Loan or any fee or any other amount due hereunder within five days after the date due; or 
 (b) Default in Other Agreements.
(i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in
Section 8.1(a)) with an aggregate principal amount of $25,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of
(1) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each
case beyond 

  

 154 








 
the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or
a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or 

(c) Breach of Certain Covenants. (i) Failure of any Credit Party to perform or comply with any term or condition contained in
Section 2.6 or Section 5.2(i); (ii) failure of any Credit Party to perform or comply with any term or condition contained in Section 6.8 (after giving effect to Section 6.8(g)), or (iii) failure of any Credit Party to
perform or comply with any term or condition contained in Section 5.16 or Section 6 (other than Section 6.8) and such failure shall not have been remedied, cured, reversed or waived within ten (10) days after the earlier of
(A) receipt by Company of written notice from Administrative Agent or the Requisite Lenders of such failure or (B) a Senior Officer having knowledge of such failure; provided, that the Credit Parties may not remedy, cure, reverse or
waive such failure if such failure was made intentionally with the knowledge by any Senior Officer that such failure was prohibited at the time thereof; or 
 (d) Breach of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time
given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made and such breach shall not have been remedied,
cured, reversed or waived within ten (10) days after the earlier of (i) receipt by NewPageCo of written notice from Administrative Agent or the Requisite Lenders of the foregoing or (ii) a Senior Officer having knowledge of such
failure; provided, that the Credit Parties may not remedy, cure, reverse or waive such breach if such breach was made intentionally with the knowledge by any Senior Officer that such representation or warranty was false at the time made; or

 (e) Other Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term
contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) a
Senior Officer having knowledge of such default or (ii) receipt by NewPageCo of notice from Administrative Agent or the Requisite Lenders of such default; provided, however, that such 

  

 155 








 
thirty day cure period shall be extended by an additional 10 days, for a total of 40 days, if (A) such default cannot be cured by the payment of money
and (B) such Credit Party promptly takes action reasonably designed to achieve a cure within the initial thirty days and thereafter diligently and continuously pursues such cure (it being agreed and understood that during such cure period any
such default shall not constitute an Event of Default); or 
 (f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A
court of competent jurisdiction shall enter a decree or order for relief in respect of SuperHoldCo, NewPageHoldCo or any Significant Subsidiary of NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary of NewPageHoldCo in
an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable
federal, state, provincial or foreign law; or (ii) an involuntary case shall be commenced against SuperHoldCo, NewPageHoldCo or any Significant Subsidiary of NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary of
NewPageHoldCo under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having similar powers over SuperHoldCo, NewPageHoldCo or any Significant Subsidiary of NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary of NewPageHoldCo,
or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of SuperHoldCo, NewPageHoldCo or any Significant Subsidiary of
NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary of NewPageHoldCo for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial
part of the property of SuperHoldCo, NewPageHoldCo or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or 
 (g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) SuperHoldCo, NewPageHoldCo or any Significant Subsidiary of NewPageHoldCo or any
group of Subsidiaries constituting a Significant Subsidiary of NewPageHoldCo shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency
or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or
taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or SuperHoldCo, NewPageHoldCo or any Significant Subsidiary of NewPageHoldCo or any group 

  

 156 








 
of Subsidiaries constituting a Significant Subsidiary of NewPageHoldCo shall make any assignment for the benefit of creditors; or (ii) SuperHoldCo,
NewPageHoldCo or any Significant Subsidiary of NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary of NewPageHoldCo shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as
such debts become due; or the Board of Directors (or similar governing body) of SuperHoldCo, NewPageHoldCo or any Significant Subsidiary of NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary of NewPageHoldCo (or any
committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or 
 (h) Judgments and Attachments. One or more money judgments, writs or warrants of attachment or similar process involving an amount in the aggregate in excess of $25,000,000 (in either case to the extent not
adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against NewPageHoldCo or any Significant Subsidiary of NewPageHoldCo or any group of Subsidiaries
constituting a Significant Subsidiary of NewPageHoldCo or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five days prior to the date of any
proposed sale thereunder); or 
 (i) Dissolution. Any order, judgment or decree shall be entered against any Credit Party decreeing
the dissolution or split up of such Credit Party and such order shall remain undischarged or unstayed for a period in excess of thirty days; or 
 (j) Employee Benefit Plans. There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of NewPageHoldCo, any of its Subsidiaries or any of their
respective ERISA Affiliates in excess of $25,000,000 during the term hereof; or 
 (k) Change of Control. A Change of Control shall
occur; or 
 (l) Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof,
(i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall
repudiate its obligations thereunder, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in
full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral with a value in the aggregate in excess of
$1,000,000 purported to be covered by the Collateral Documents with the priority required by 

  

 157 








 
the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its
control, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, including any assertion of the invalidity of any Lien on the Collateral securing the Obligations, in writing or deny in writing that it has
any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party; or 
 (m)
Subordination Provisions. Failure by any holder of Senior Subordinated Notes Indebtedness (or any such holder’s representative or agent) to comply in any material respect with, or any breach in any material respect by any such Person of,
any of the subordination terms or conditions with respect to such Senior Subordinated Notes Indebtedness, or NewPageHoldCo or any Credit Party shall make any payment in violation of any such subordination terms; 
 THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of
any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to NewPageCo by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the
obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all
of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, and (II) all other Obligations; provided, the foregoing shall not affect in any way the obligations of
Lenders under Section 2.3(b)(iv) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent
shall direct NewPageCo to pay (and NewPageCo hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash, to
be held as security for NewPageCo’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such time. 
 SECTION 9. COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS 
 9.1. Accounts and Account
Collections. 
 (a) NewPageCo and each Borrowing Base Guarantor shall notify Collateral Agent promptly of: (i) any material delay in
the performance by NewPageCo or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any 

  

 158 








 
material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or
compromise thereof, (ii) all material adverse information known to any Credit Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Credit Party’s knowledge, would result in
any Account no longer constituting an Eligible Account, in each of the foregoing cases to the extent the outstanding amount of the Accounts affected thereby exceeds $1,000,000 in the aggregate. NewPageCo and each Borrowing Base Guarantor hereby
agree not to grant, or permit its Subsidiaries to grant, to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s consent, not to be unreasonably
withheld or delayed, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agent. So long as no Event of Default exists or has occurred and is continuing, NewPageCo and its
Subsidiaries and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, Collateral Agent
shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Credit Party or grant any credits, discounts or allowances. 
 (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agent or schedule thereof delivered to Collateral
Agent shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agent pursuant to the terms of this Agreement or any applicable Collateral Document (to the
extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reflected in the reporting of the Borrowing Base or otherwise reported to the
Collateral Agent, in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such
laws and regulations and all such documentation will be legally enforceable in accordance with its terms. 
 (c) Collateral Agent shall have
the right at any time or times, in Collateral Agent’s name or in the name of a nominee of Collateral Agent, and may communicate directly with any Account Debtor, to verify the validity, amount or any other matter relating to any Account or
other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, NewPageCo hereby agrees to provide Collateral Agent upon request the name and
address of each Account Debtor of NewPageCo or any Borrowing Base Guarantor or its Subsidiaries. 
 (d) NewPageCo shall establish and
maintain, at its sole expense, and shall cause each Guarantor to establish and maintain, at its sole expense blocked accounts or lockboxes and 

  

 159 








 
related deposit accounts (in each case, “Blocked Accounts”), as Collateral Agent may specify, with such banks as are acceptable to
Collateral Agent into which NewPageCo and Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the
identical form in which such payments are made, whether by cash, check or other manner and shall be identified and segregated from all other funds of the Credit Parties. NewPageCo and Guarantors shall deliver, or cause to be delivered, to Collateral
Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of NewPageCo or any Guarantor is maintained, and by each bank where any other deposit account is from time to time
maintained. NewPageCo shall further execute and deliver, and shall cause each Guarantor to execute and deliver, such agreements and documents as Collateral Agent may require in connection with such Blocked Accounts and such Deposit Account Control
Agreements. Except as permitted by Section 9.1(e)(iii), NewPageCo and Guarantors shall not establish any deposit accounts after the Closing Date, unless NewPageCo or Guarantor (as applicable) have complied in full with the provisions of this
Section 9.1 with respect to such deposit accounts. After the occurrence and during the continuance of a Cash Dominion Trigger Event NewPageCo agrees that all payments made to such Blocked Accounts or other funds received and collected by
Collateral Agent or any Lender, whether in respect of the Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute
the property of Collateral Agent and Lenders to the extent of the then outstanding Obligations. 
 (e) NewPageCo and each Guarantor shall
maintain a cash management system which is acceptable to the Administrative Agent and the Collateral Agent (the “Cash Management System”). The Cash Management System shall contain, among other things, the following:

 (i) With respect to the Blocked Accounts of NewPageCo and such Guarantors as the Collateral Agent shall determine in its
sole discretion, the applicable bank maintaining such Blocked Accounts shall agree, pursuant to the applicable Deposit Account Control Agreement, to forward daily all amounts in each Blocked Account to one Blocked Account designated as a
concentration account in the name of NewPageCo (the “Concentration Account”) at the bank that shall be designated as the Concentration Account bank for NewPageCo (the “Concentration Account
Bank”), which, on the Closing Date, shall be account #695210443 maintained by JPMorgan Chase Bank, N.A.; provided, that for the period from the Closing Date until six months after the Closing Date (or such longer period as
extended by the Administrative Agent in its reasonable discretion but not to exceed twelve months after the Closing Date), it is agreed that 

  

 160 








 
amounts deposited in certain Blocked Accounts maintained by the Acquired Business at Bank of America, N.A. shall be forwarded on a daily basis net of any
disbursements made from such Blocked Accounts on such day. The Concentration Account Bank shall agree, pursuant to the applicable Deposit Account Control Agreement from and after the receipt of a notice (an “Activation
Notice”) from the Collateral Agent (which Activation Notice may only be given after the occurrence and during the continuance of a Cash Dominion Trigger Event), to forward daily all amounts in the Concentration Account to the account
designated as collection account (the “Collection Account”) which shall be under the exclusive dominion and control of the Collateral Agent; 
 (ii) With respect to the Blocked Accounts of such Guarantors as the Collateral Agent shall determine in its sole discretion, the
applicable bank maintaining such Blocked Accounts shall agree, from and after the receipt of an Activation Notice from the Collateral Agent (which Activation Notice may only be given by Collateral Agent at any time after the occurrence and during
the continuance of a Cash Dominion Trigger Event), to forward all amounts in each Blocked Account to the applicable Collection Account and to commence the process of daily sweeps from such Blocked Account into the Collection Account; 
 (iii) Any provision of this Section 9.1 to the contrary notwithstanding, (A) Credit Parties may maintain payroll accounts and
trust accounts that are not a part of the Cash Management Systems provided that no Credit Party shall accumulate or maintain cash in such accounts as of any date of determination in excess of checks outstanding against such accounts as of
that date and amounts necessary to meet minimum balance requirements and (B) Credit Parties main maintain local cash accounts that are not a part of the Cash Management Systems which in the aggregate do not at any time contain funds in excess
of $5,000,000. 
 (f) The Collateral Agent shall apply all funds received in the Collection Account on a daily basis to the repayment (by
transferring same to the account of or pursuant to direction of Administrative Agent) of (i) first, fees and reimbursable expenses of Agents then due and payable; (ii) second, to interest then due and payable on all Loans,
(iii) third, Overadvances, (iv) fourth, the Swing Line Loans, (v) fifth, Base Rate Loans, (vi) sixth, Eurodollar Rate Loans, together with all accrued and unpaid interest thereon (excluding Eurodollar
Rate Loans (A) with respect to which the application of such payment would result in the payment of the principal prior to the last day of the relevant Interest Period and (B) which NewPageCo elects to continue pursuant to
Section 2.8(b)), (vii) seventh, other amounts which are due (other than (A) obligations with respect to any purchasing card or similar program owed to any Lender, any Affiliate of any Lender, the Administrative Agent or the
Collateral Agent and (B) Banking Services Obligations) and (ix) last, pro rata to Obligations with respect to any purchasing card or 

  

 161 








 
similar program owed to any Lender, any Affiliate of any Lender, the Administrative Agent or the Collateral Agent (not to exceed $3,000,000) and Banking
Services Obligations, in each case without a reduction in the Revolving Commitments; all further funds received in any of the Collection Account shall, unless an Event of Default has occurred and is continuing, be transferred or applied by the
Collateral Agent in accordance with the directions of NewPageCo or the respective other Credit Party. If an Event of Default has occurred and is continuing, the Collateral Agent shall not transfer or apply any such funds from the Collection Account
in accordance with such directions unless the Administrative Agent and the Collateral Agent determine to release such funds to NewPageCo. Absent any such determination by the Administrative Agent and the Collateral Agent, all such funds in the
Collection Account shall be transferred to a cash collateral account acceptable to the Collateral Agent to be applied to the Eurodollar Rate Loans on the last day of the relevant Interest Period of such Eurodollar Rate Loan or to the Obligations as
they come due (whether at stated maturity, by acceleration or otherwise). If consented to by the Administrative Agent, the Collateral Agent and the Requisite Lenders, such funds in such cash collateral account may be released to NewPageCo.

 (g) NewPageCo and its directors, employees, agents and other Affiliates and Borrowing Base Guarantors shall, acting as trustee for
Collateral Agent, receive, as the property of Collateral Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts, Inventory or other Collateral which come into their possession or under their control and
immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Collateral Agent. In no event shall the same be commingled with
NewPageCo’s own funds. NewPageCo agrees to reimburse Collateral Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or Person involved in the transfer of funds to or from the
Blocked Accounts arising out of Collateral Agent’s payments to or indemnification of such bank or Person. 
 9.2. Inventory. With
respect to the Inventory: (a) NewPageCo and Borrowing Base Guarantors shall at all times maintain records of Inventory reasonably satisfactory to Collateral Agent, keeping correct and accurate records itemizing and describing the kind, type,
quality and quantity of Inventory, the cost therefor and daily withdrawals therefrom and additions thereto; (b) any of the Administrative Agent’s and Collateral Agent’s officers, employees or agents shall have the right, at any time
or times, in the name of the Administrative Agent or Collateral Agent, as applicable, any designee of the Administrative Agent, Collateral Agent or NewPageCo, to verify the validity, amount or any other matter relating to Accounts or Inventory by
mail, telephone, electronic communication, personal inspection or otherwise and to conduct desktop collateral appraisals of the financial affairs and Collateral of the Credit Parties, and NewPageCo shall cooperate fully with the Administrative Agent
and Collateral Agent in an effort to facilitate 

  

 162 








 
and promptly conclude any such verification process; (c) the Credit Parties shall cooperate fully with the Collateral Agent and its agents during all
desktop collateral appraisals and Inventory Appraisals each of which shall be at the expense of NewPageCo and each of which shall be conducted annually (i.e. one desktop appraisal per annum and one Inventory Appraisal per annum), or, following the
occurrence and during the continuation of an Event of Default or when the Total Utilization of Revolving Commitments shall exceed the Revolving Commitments or the Borrowing Base then in effect, more frequently at Collateral Agent’s reasonable
request; (d) neither NewPageCo nor any Borrowing Base Guarantor shall sell Inventory to any customer on approval, or any other basis which entitles the customer to return (except for the right of customers for Inventory which is defective or
non-conforming) or may obligate any Credit Party to repurchase such Inventory; and (e) NewPageCo and each Borrowing Base Guarantor shall keep the Inventory in good and marketable condition. In addition to the other provisions of this
Section 9, the Collateral Agent shall have the right to conduct such collateral audits as it may determine appropriate; provided at any time when no Event of Default shall have occurred and be continuing the Collateral Agent shall not conduct
more than three such collateral audits in any calendar year. 
 9.3. Appointment of Collateral Agent as “Fondé de
Pouvoir”. Without prejudice to the foregoing, each Secured Party hereby irrevocably appoints and authorizes JPMorgan Chase Bank, N.A. (and any successor acting as Collateral Agent) to act as the person holding the power of
attorney (fondé de pouvoir) (in such capacity “Attorney”) of the Secured Parties as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for
their benefit, any hypothec, and to exercise such powers and duties which are conferred upon the Attorney under any hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as
aforesaid, each Secured Party hereby irrevocably appoints and authorizes JPMorgan Chase Bank, N.A. (and any successor acting as Collateral Agent) (in such capacity, the “Custodian”) to act as agent and custodian for
and on behalf of the Secured Parties to hold and to be the sole registered holder of any bond which may be issued under any hypothec, the whole notwithstanding Section 32 of the Act respecting the special powers of legal persons (Quebec) or any
other applicable law. In this respect: (i) the Custodian shall keep a record indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such bond and owing to each Secured
Party, and (ii) each Secured Party will be entitled to the benefits of any charged property covered by any hypothec and will participate in the proceeds of realization of any such charged property, the whole in accordance with the terms hereof.
Each of the Attorney and the Custodian shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney and the
Custodian (as applicable) pursuant to any hypothec, bond, pledge, applicable laws or otherwise, (b) benefit from and be subject to all provisions 

  

 163 








 
hereof with respect to the Collateral Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or
responsibility to and indemnification by the Secured Parties, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, bond, or pledge on such terms and conditions as it may determine from time to time.
Any person who becomes a Secured Party shall be deemed to have consented to and confirmed: (i) the Attorney as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Secured Party, all actions
taken by the Attorney in such capacity, and (ii) the Custodian as the agent and custodian as aforesaid and to have ratified, as of the date it becomes a Secured Party, all actions taken by the Custodian in such capacity. 
 SECTION 10. AGENTS 
 10.1. Appointment of
Agents. UBSS is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative
Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. JPMorgan Chase Bank, N.A. is hereby appointed
Collateral Agent hereunder, and each Lender hereby authorizes Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and
the other Credit Documents, as applicable. The provisions of this Section 10 are solely for the benefit of Agents and Lenders and, except as expressly provided in Section 10.7, no Credit Party shall have any rights as a third party
beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of
agency or trust with or for NewPageHoldCo or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing
Date, UBSS, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 10. 
 10.2. Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are
specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly
specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a
fiduciary relationship in respect 

  

 164 








 
of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any
Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Administrative Agent hereby agrees that it shall (i) furnish to GSCP, in its capacity as Sole Lead Arranger, upon
GSCP’s request, a copy of the Register, (ii) cooperate with GSCP in granting access to any Lenders (or potential lenders) who GSCP identifies to the “intralinks” site or other relevant information platform (such platform, the
“Information Site”), and (iii) maintain GSCP’s access to the Information Site. Each Lender irrevocably authorizes the Collateral Agent to execute and deliver the Intercreditor Agreement and to take such
action, and to exercise the powers, rights and remedies granted to the Collateral Agent thereunder and with respect thereto. In addition, each Lender hereby: (i) agrees to be bound by, and consents to, the terms and provisions of the
Intercreditor Agreement and (ii) authorizes and directs the Collateral Agent, in its discretion, to execute any Intercreditor Agreement Joinders (as defined in the Intercreditor Agreement) on behalf of each Lender in order to evidence that each
Lender is bound by the terms and provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens (as defined in the Intercreditor Agreement) and the order of application of proceeds from enforcement of
such Priority Liens (as defined in the Intercreditor Agreement). 
 10.3. General Immunity. 
 (a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity,
enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other
statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party, and Lender to any Agent or any Lender in connection with the Credit Documents and the
transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or
to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, neither Administrative Agent nor Swing Line Lender shall have any liability arising from confirmations of the amount of outstanding
Loans or the component amounts thereof and neither Administrative Agent nor any Issuing Bank shall have any liability arising from confirmations of the amount of the Letter of Credit Usage or the component amounts thereof. 
 (b) Exculpatory Provisions. No Agent or any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action
taken or omitted by any Agent 

  

 165 








 
under or in connection with any of the Credit Documents except to the extent caused by such Agent’s or any of its officers’, partners’,
directors’ or employees’ gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Agent shall be entitled to refrain from any act or the taking of any action
(including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received
instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 11.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may
be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each
Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons and shall be entitled
to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for NewPageHoldCo and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have
any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other
Lenders as may be required to give such instructions under Section 11.5). 
 (c) Delegation of Duties. Administrative Agent may
perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 10.3 and of Section 10.6 shall apply to any the
Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits, and
privileges (including the exculpatory and indemnification provisions) of this Section 10.3 and of Section 10.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as
sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Administrative Agent, (i) such sub-agent shall be a third party beneficiary under
this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action
to enforce such rights, benefits and privileges (including exculpatory rights and rights to 

  

 166 








 
indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such
rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent
and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent. 
 10.4. Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any
duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may
exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and
its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with NewPageHoldCo or any of its Affiliates as if it were not performing the duties
specified herein, and may accept fees and other consideration from NewPageCo for services in connection herewith and otherwise without having to account for the same to Lenders. 
 10.5. Lenders’ Representations, Warranties and Acknowledgment. 
 (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of NewPageHoldCo and its Subsidiaries in connection with Credit Extensions hereunder
and that it has made and shall continue to make its own appraisal of the creditworthiness of NewPageHoldCo and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such
investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no
Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. 
 (b) Each
Lender, by delivering its signature page to this Agreement and funding its Revolving Loans on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to
be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date. 
 10.6. Right to Indemnity. Each Lender,
in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by 

  

 167 








 
any Credit Party (and without limiting any Credit Party’s obligation to do so), for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its
powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no
Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by
a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and
cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage,
penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any
liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. 
 10.7. Successor Administrative Agent and Collateral Agent. 
 (a) Administrative Agent may resign at
any time by giving thirty days’ prior written notice thereof to Lenders and NewPageCo, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to NewPageCo and
Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to NewPageCo, to appoint a successor Administrative Agent,
provided that so long as no Event of Default then exists such successor shall have been approved in writing by NewPageCo which approval shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring
or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary
or 

  

 168 








 
appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and
deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security
interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal
hereunder as Administrative Agent the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. 
 (b) In addition to the foregoing, Collateral Agent may resign at any time by giving thirty 30 days’ prior written notice thereof to Lenders and
NewPageCo, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to NewPageCo and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignation
or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to the Administrative Agent, to appoint a successor Collateral Agent; provided that so long as no Event of Default then exists such successor
shall have been approved in writing by NewPageCo which approval shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent
shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement and the Collateral Documents, and the retiring or removed Collateral Agent under this
Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or under the Collateral Documents, together with all records and other documents necessary or appropriate
in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Collateral Documents, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such
amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such
retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the Collateral Documents. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral
Agent, the provisions of this Agreement and the Collateral Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it was the Collateral Agent hereunder.

 10.8. Collateral Documents and Guaranty. 
 (a) Agents under Collateral Documents and Guaranty. Each Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to
be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 

  

 169 








 
11.5, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable may execute any
documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required
to give such consent under Section 11.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give
such consent under Section 11.5) have otherwise consented. 
 (b) Right to Realize on Collateral and Enforce Guaranty. Anything
contained in any of the Credit Documents to the contrary notwithstanding, NewPageCo, Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of
the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of Secured Parties in accordance with the terms hereof and all
powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent
or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless
Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of
the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale. 
 10.9.
Overadvances. Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swing Line Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to NewPageCo on behalf of Lenders intentionally and
with actual knowledge that such Revolving Loans, Swing Line Loans, or Letters of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders (other than Sponsor Affiliated
Lenders), except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swing Line Loans or provide such additional Letters of Credit on behalf of Lenders (each an “Overadvance”
and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will cause the total outstanding Revolving Exposure to exceed the Borrowing Base, as Administrative
Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the Overadvances to NewPageCo which Administrative Agent may make or provide (or cause to be made or provided) after obtaining
such actual knowledge 

  

 170 








 
that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20,000,000 outstanding at any time less the then
outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment,
(b) without the consent of all Lenders (other than Sponsor Affiliated Lenders), (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances have been repaid, Administrative Agent shall
not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c) Administrative Agent shall be entitled to recover such funds, on demand from NewPageCo
together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.10. Each Lender shall be obligated to pay Administrative
Agent the amount of its Pro Rata Share of any such Overadvance provided, that Administrative Agent is acting in accordance with the terms of this Section 10.9. All Overadvances shall be secured by Collateral. 
 10.10. Collateral Matters. Administrative Agent may, at its option, from time to time, at any time on or after an Event of Default and for so long
as the same is continuing or upon any other failure of a condition precedent to the making of Loans hereunder, make such disbursements and advances (“Special Agent Advances”) which Administrative Agent, in its sole
discretion, deems necessary or desirable either (i) to preserve or protect the Collateral or any portion thereof or (ii) to pay any other amount chargeable to NewPageCo pursuant to the terms of this Agreement or any of the other Credit
Documents consisting of costs, fees and expenses and payments to any Issuing Bank (provided, that in no event shall (i) Special Agent Advances for such purpose exceed the amount equal to $25,000,000 in the aggregate outstanding at any
time less the then outstanding Overadvances under Section 10.9 hereof and (ii) Special Agent Advances plus the Revolving Exposure exceed the Lenders’ Commitment at the time of such Event of Default or cause any Lender’s Revolving
Exposure to exceed such Lender’s Revolving Loan Commitment at the time of such Event of Default). Special Agent Advances shall be repayable on demand and be secured by the Collateral. Special Agent Advances shall not constitute Loans but shall
otherwise constitute Obligations hereunder. Administrative Agent shall notify each Lender and NewPageCo in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Each Lender
agrees that it shall make available to Administrative Agent, upon Administrative Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not
made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount
is paid to Administrative Agent at the Federal Funds Effective Rate 

  

 171 








 
for each day during such period (as published by the Federal Reserve Bank of New York or at Administrative Agent’s option based on the arithmetic mean
determined by Administrative Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City
selected by Administrative Agent) and if such amounts are not paid within three (3) days of Administrative Agent’s demand, at the highest interest rate provided for in Section 2.8(a). Special Agent Advances shall bear interest at the
rate applicable to Base Rate Loans. 
 10.11. Withholding Tax. To the extent required by any applicable law, Administrative Agent may
withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If any Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the
account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of,
withholding tax ineffective or for any other reason, such Lender shall indemnify Administrative Agent fully for all amounts paid, directly or indirectly, by Administrative Agent as tax or otherwise, including any penalties or interest and together
with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. 
 SECTION 11. MISCELLANEOUS 

11.1. Notices. 
 (a) Notices
Generally. Any notice or other communication herein required or permitted to be given to a Credit Party, Syndication Agent, Collateral Agent, Administrative Agent, Swing Line Lender, Issuing Bank or Documentation Agent, shall be sent to such
Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Except as otherwise set
forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or
by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any
Agent shall be effective until received by such Agent; provided further, any such notice or other communication shall at the request of Administrative Agent be provided to any sub-agent appointed pursuant to Section 10.3(c) hereto
as designated by Administrative Agent from time to time. 
  

 172 








 (b) Electronic Communications. 
 (i) Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic
communication (including e mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to
Section 2 if such Lender or the Issuing Bank, as applicable, has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or NewPageCo may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended
recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 
 (ii) Each of the Credit Parties, the Issuing Banks and the Lenders understands that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful
misconduct or gross negligence of Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction. 
 (iii) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agents or any of their respective officers, directors, employees, agents, advisors
or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or 

  

 173 








 
omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of
merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the Approved Electronic Communications.

 (iv) Each of the Credit Parties, the Lenders, the Issuing Banks and the Agents agree that Administrative Agent may, but
shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies. 
 11.2. Expenses. Whether or not the transactions contemplated hereby shall be consummated, NewPageCo agrees to pay promptly (a) all the actual
and reasonable costs and expenses of preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for NewPageCo and the other Credit Parties;
(c) the reasonable fees, expenses and disbursements of counsel to Agents (in each case including allocated costs of internal counsel) in connection with the negotiation, preparation, execution and administration of the Credit Documents and any
consents, amendments, waivers or other modifications thereto and any other documents or matters requested by NewPageCo; (d) all the actual and reasonable costs and expenses of creating and perfecting Liens in favor of Collateral Agent, for the
benefit of Lenders pursuant hereto, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel
providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents, and the costs and expenses of the Collateral Agent with respect to collateral audits
conducted by the Collateral Agent not more than three times in any calendar year (or in the event an Event of Default shall have occurred and be continuing, with such frequency as the Collateral Agent may determine); (e) all the actual and
reasonable costs, fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the actual and reasonable costs and expenses (including the reasonable fees, expenses and disbursements of any appraisers,
consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable costs and expenses incurred by each Agent in
connection with the syndication of the Loans and Revolving Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated
thereby; and (h) after the occurrence of an Event of Default, all costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in
enforcing any Obligations of or in 

  

 174 








 
collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Event of Default (including in connection
with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a
“work-out” or pursuant to any insolvency or bankruptcy cases or proceedings. Unless otherwise agreed, the expenses with respect to the appraisals described in Section 5.16(g) and Section 9.2(c) and conducted at times when no
Event of Default shall exist shall not exceed $125,000 per annum. 
 11.3. Indemnity. 
 (a) In addition to the payment of expenses pursuant to Section 11.2, whether or not the transactions contemplated hereby shall be consummated, each
Credit Party agrees to defend (if requested by the Indemnitees and subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and the Issuing Bank and the officers, partners, directors, trustees,
employees, agents, sub-agents, advisors and Affiliates of each Agent and each Lender and the Issuing Bank (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any
obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case, as determined by a final,
non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 11.3 may be unenforceable in whole or in part because they are violative of
any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of
them. 
 (b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against
Lenders, Agents and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the
claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument
contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and NewPageHoldCo and
NewPageCo hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. 
  

 175 








 11.4. Set-Off. In addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not to be
unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general
or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any
Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or
description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of
or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be
contingent or unmatured. Administrative Agent and each Lender agree promptly to notify NewPageCo after any such set-off and application made by such Person; provided, that failure to provide such notice does not affect the validity of any
such set-off or create any liability against the Administrative Agent, the Collateral Agent or any Lender. 
 11.5. Amendments and
Waivers. 
 (a) Requisite Lenders’ Consent; Supermajority Lenders’ Consent. Subject to Section 11.5(b) and 11.5(c),
(i) except as set forth in clause (ii), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written
concurrence of the Requisite Lenders and (ii) no amendment, modification, termination or waiver with respect to the definition of “Borrowing Base”, “Cost”, “Eligible Inventory”, “Eligible Accounts, “Net
Recovery Cost Percentage”, “Reserves” or Section 2.24 which has or would have the effect of making more credit available under this Agreement, shall in any event be effective without the written concurrence of the Supermajority
Lenders. 
 (b) Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender and other
than any Sponsor Affiliated Lenders) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would: 
 (i) extend the scheduled final maturity of any Loan or Note; 
  


 176 








 (ii) waive, reduce or postpone any scheduled repayment (but not prepayment); 

(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date; 
 (iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant
to Section 2.10) or any fee payable hereunder; 
 (v) extend the time for payment of any such interest or fees;

 (vi) reduce or forgive the principal amount of any Loan or any reimbursement obligations in respect of any Letter of
Credit; 
 (vii) amend, modify, terminate or waive any provision of Section 2.16(c), Section 2.17,
Section 11.5(a), this Section 11.5(b) or Section 11.5(c) or Section 7.2 of the Pledge and Security Agreement; 
 (viii) amend the definition of “Requisite Lenders” “Supermajority Lenders” or “Pro Rata Share”; provided, with the consent of Supermajority Lenders, additional extensions of credit pursuant
hereto may be included in the determination of “Requisite Lenders”, “Supermajority Lenders” or “Pro Rata Share” on substantially the same basis as the Revolving Commitments and the Revolving Loans are
included on the Closing Date; 
 (ix) release, or subordinate the Collateral Agent’s lien in, all or substantially all of
the Collateral or release all or substantially all of the Guarantors from the Guaranty, except, in each case, as expressly provided in the Credit Documents; or 
 (x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document except as
otherwise provided herein. 
 (c) Other Consents. No amendment, modification, termination or waiver of any provision of the Credit
Documents, or consent to any departure by any Credit Party therefrom, shall: 
 (i) increase any Revolving Commitment of any
Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving
Commitment of any Lender; 
  

 177 








 (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line
Sublimit or the Swing Line Loans without the consent of Swing Line Lender; 
 (iii) amend, modify, terminate or waive any
obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) or any other provision relating to Letter of Credit Usage or Letters of Credit without the written consent of Administrative
Agent and of Issuing Bank; or 
 (iv) amend, modify, terminate or waive any provision of Section 11 as the same applies
to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent. 
 (d) Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender.
Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or
demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 11.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by
a Credit Party, on such Credit Party. 
 (e) Sponsor Affiliated Lender. Notwithstanding anything to the contrary contained in this
Agreement or any other Credit Document, in no event shall any Sponsor Affiliated Lender be entitled: (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 with respect to the
fiduciary duties of the any Agent or Lender and the other duties and obligations of the Administrative Agent hereunder; provided, however, no amendment, modifications or waiver shall deprive any Sponsor Affiliate Lender of its Pro Rata
Share of any payments to which the Lenders are entitled to share on a pro rata basis hereunder. 
  

 178 








 (f) Other Limitations. No Affiliate of a Lender that is a party to any Banking Services agreement
shall have any right to consent to or participate in any manner in the modification or waiver of this Agreement or any Loan Document. 
 11.6. Successors and Assigns; Participations. 
 (a) Generally. This Agreement shall be binding upon the parties hereto
and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated
by any Credit Party without the prior written consent of all Lenders (other than Sponsor Affiliated Lenders). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) Register. NewPageCo, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Revolving Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Revolving Commitment or Loan shall be effective, in each case, unless and until recorded in the Register
following receipt of an Assignment Agreement effecting the assignment or transfer thereof as provided in Section 11.6(d). Each assignment shall be recorded in the Register on the Business Day the Assignment Agreement is received by the
Administrative Agent, if received by 12:00 noon New York City time, and on the following Business Day if received after such time, prompt notice thereof shall be provided to NewPageCo and a copy of such Assignment Agreement shall be maintained. The
date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is
listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Revolving Commitments or Loans. 
 (c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion
of its Revolving Commitment or Loans owing to it or other Credit Agreement Obligations owing to it (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and
in respect of any Loan and any related Revolving Commitments): 
 (i) to any Person meeting the criteria of clause (i) of
the definition of the term of “Eligible Assignee” upon the giving of notice to NewPageCo and Administrative Agent; and 
  

 179 








 (ii) to any Person meeting the criteria of clause (ii) of the definition of the term
of “Eligible Assignee” and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of NewPageCo and Administrative Agent (such
consent not to be (x) unreasonably withheld or delayed or, (y) in the case of NewPageCo, required at any time an Event of Default described in Section 8.1(a), (f) or (g) shall have occurred and then be continuing);
provided, further each such assignment pursuant to this Section 11.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000 (or such lesser amount as may be agreed to by Administrative Agent and (so long as no Event of
Default described in Section 8.1(a), (f) or (g) exists) NewPageCo or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender (and aggregating assignments to or by Related Funds
for this purpose) with respect to the assignment of Revolving Commitments and Revolving Loans. 
 In addition to the consents, if any,
required by the preceding provisions of this Section 11.6(c), each assignment by a Lender of all or a portion of its Revolving Commitment shall require the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed).

 (d) Mechanics. Assignments and assumptions of Revolving Loans and Revolving Commitments shall only be effected by manual execution
and delivery to the Administrative Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to
Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to
Section 2.20(c), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to GSCP or
any Affiliate thereof or (z) in the case of an Assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender). 
 (e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Revolving
Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the 

  

 180 








 
making of or investing in commitments or loans such as the applicable Revolving Commitments or Loans, as the case may be; and (iii) it will make or
invest in, as the case may be, its Revolving Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Revolving Commitments or Loans within the meaning of the Securities Act or the Exchange Act or
other federal securities laws (it being understood that, subject to the provisions of this Section 11.6, the disposition of such Revolving Commitments Loans or any interests therein shall at all times remain within its exclusive control).

 (f) Effect of Assignment. Subject to the terms and conditions of this Section 11.6, as of the “Assignment Effective
Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Revolving Commitments as reflected in the Register and shall thereafter be a party
hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which
survive the termination hereof under Section 11.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such
Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, , (y) Issuing Bank shall continue to have all rights and obligations
thereof with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (z)such assigning Lender shall continue to be entitled to the benefit of all
indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Revolving Commitments shall be modified to reflect the Revolving Commitment of
such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly
thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon NewPageCo shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such
assigning Lender, with appropriate insertions, to reflect the new Revolving Commitment and/or outstanding Loans of the assignee and/or the assigning Lender. 
 (g) Participations. Each Lender shall have the right at any time to sell one or more participations to any Person (other than NewPageHoldCo, any of its Subsidiaries or any of its Affiliates) in all or any part
of its Revolving Commitments, Loans or in any other Obligation. The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action
hereunder, or to consent to any action to be taken or omitted hereunder by such Lender, except 

  

 181 








 
with respect to any amendment, modification or waiver that would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless
such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of
applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a mandatory reduction in the Revolving Commitment shall not constitute a change in the terms of such participation, and that an increase in any Revolving Commitment or Loan shall be permitted without the consent of
any participant if the participant’s participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement (except as otherwise
expressly permitted by a Credit Document) or (iii) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant
is participating. NewPageCo agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of
this Section; provided, (i) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such
participant, unless the sale of the participation to such participant is made with NewPageCo’s prior written consent and (ii) a participant that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of
Section 2.20 unless NewPageCo is notified of the participation sold to such participant and such participant agrees, for the benefit of NewPageCo, to comply with Section 2.20 as though it were a Lender and Section 2.20 is applied to
such Participant as if such Participant were a Lender. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 11.4 as though it were a Lender, provided such Participant agrees to be subject to
Section 2.17 as though it were a Lender. 
 (h) Certain Other Assignments and Participations. In addition to any other assignment
or participation permitted pursuant to this Section 11.6, any Lender may, without the consent of NewPageCo or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and
its Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular
issued by such Federal Reserve Bank; provided, no Lender, as between NewPageCo and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no
event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder, until such time as such Federal Reserve Bank,
pledgee or trustee has complied with the provisions of this Section 11.6 regarding assignments. 
  

 182 








 11.7. Independence of Covenants. All covenants hereunder shall be given independent effect so that
if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or
an Event of Default if such action is taken or condition exists. 
 11.8. Survival of Representations, Warranties and Agreements. All
representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set
forth in Sections 2.18(c), 2.19, 2.20, 11.2, 11.3 and 11.4 and the agreements of Lenders set forth in Sections 2.17, 10.3(b) and 10.6 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit and the
reimbursement of any amounts drawn thereunder, and the termination hereof. 
 11.9. No Waiver; Remedies Cumulative. No failure or
delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby
are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay in
exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. 
 11.10. Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any
Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or
Administrative Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state, provincial or federal law, common law or any equitable cause, then, to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such
enforcement or setoff had not occurred. 
  

 183 








 11.11. Severability. In case any provision in or obligation hereunder or any Note shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired
thereby. 
 11.12. Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several
and no Lender shall be responsible for the obligations or Revolving Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to
constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and, subject to the final paragraph of
Section 8 and Section 10.8(b) or as otherwise expressly provided in this Agreement, each Lender shall be entitled to protect and enforce its rights arising hereunder and it shall not be necessary for any other Lender to be joined as an
additional party in any proceeding for such purpose. 
 11.13. Headings. Section headings herein are included herein for
convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect. 
 11.14.
APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF. 
 11.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING
HERETO OR TO ANY OTHER CREDIT DOCUMENT, OR TO ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, AND COUNTY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED 

  

 184 








 
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (d) AGREES THAT
SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND
(e) AGREES AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION. 
 11.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER
IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS
A WRITTEN CONSENT TO A TRIAL BY THE COURT. 
  

 185 








 11.17. Confidentiality. Each Agent and each Lender (which term for the purposes of this
Section 11.17 includes the Issuing Bank) shall hold all non-public information regarding NewPageCo and its Subsidiaries and their businesses identified as such by NewPageCo and obtained by such Agent or such Lender pursuant to the requirements
hereof in accordance with such Agent’s and such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by NewPageCo that, in any event, the Administrative Agent may disclose such
information to the Lenders and each Agent and each Lender may make (i) disclosures of such information to Affiliates of such Lender or Agent and to their respective agents, trustees and advisors (and to other persons authorized by a Lender or
Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 11.17, provided that disclosures by Sponsor Affiliated Institutional Lenders shall be limited to
disclosures to Affiliates that are themselves Sponsor Affiliated Institutional Lenders and their respective agents, trustees and advisors and with respect to Sponsor Affiliated Institutional Lenders that are securitization vehicles, lenders to such
securitization vehicles, provided that such lenders shall be subject to similar confidentiality provisions as those contained in this Section 11.17), (ii) disclosures of such information reasonably required by any bona fide or potential
assignee, transferee or participant in connection with the contemplated assignment, transfer or participation by such Lender of any Loans or any participations therein or by any pledge referred to in Section 11.6(h) or by any direct or indirect
contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to NewPageCo and its obligations (provided, such pledgees, assignees, transferees, participants, counterparties and advisors are advised
of and agree to be bound by either the provisions of this Section 11.17 or other provisions at least as restrictive as this Section 11.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any
disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender, (iv) disclosures in connection with
the exercise of any remedies hereunder or under any other Credit Document and (v) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided,
unless specifically prohibited by applicable law or court order, each Lender and each Agent shall make reasonable efforts to notify NewPageCo of any request by any governmental agency or representative thereof (other than any such request in
connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information. In addition, each Agent
and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection
with the administration and management of this Agreement and the other Credit Documents. 
  

 186 








 11.18. Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest
rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without
regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder
equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due
hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the
extent permitted by law, NewPageCo shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in
effect. Notwithstanding the foregoing, it is the intention of Lenders and NewPageCo to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in
excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to NewPageCo.

 11.19. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 
 11.20.
Effectiveness. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by NewPageCo and Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof. 
 11.21. Patriot Act. Each Lender and Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies each Credit Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit
Party and other information that will allow such Lender or Administrative Agent, as applicable, to identify each Credit Party in accordance with the Patriot Act. 
 11.22. Electronic Execution of Assignments. The words “execution,” “signed,” signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the 

  

 187 








 
same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act or such other similar foreign or provincial laws. 
 11.23. No Fiduciary Duty. Each Agent, each Lender and
their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of each Credit Party. Each Credit Party agrees that nothing in the Credit
Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders and each Credit Party, its stockholders or its affiliates. Each Credit Party acknowledges and agrees
that (i) the transactions contemplated by the Credit Documents are arm’s-length commercial transactions between the Lenders, on the one hand, and each Credit Party, on the other, (ii) in connection therewith and with the process
leading to such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of each Credit Party, its management, stockholders, creditors or any other person, (iii) no Lender has assumed an advisory or
fiduciary responsibility in favor of any Credit Party with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised or is currently advising any Credit
Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (iv) each Credit Party has consulted its own legal and financial advisors to the extent deemed
appropriate. Each Credit Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any
Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Credit Party, in connection with such transaction or the process leading thereto. 
 [Remainder of page intentionally left blank] 
 [Signature Pages Follow] 
  

 188 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written above. 
  

			
	NEWPAGE CORPORATION
		
	By:	 	 /s/ Jason Bixby

	Name:	 	Jason Bixby
	Title:	 	 Chief Financial Officer

	
	NEWPAGE HOLDING CORPORATION
		
	By:	 	 /s/ Jason Bixby

	Name:	 	Jason Bixby
	Title:	 	 Chief Financial Officer

	
	CHILLICOTHE PAPER INC.
	NEWPAGE ENERGY SERVICES LLC
	UPLAND RESOURCES, INC.
	RUMFORD COGENERATION, INC.
	RUMFORD FALLS POWER COMPANY
	ESCANABA PAPER COMPANY
	LUKE PAPER COMPANY
	RUMFORD PAPER COMPANY
	WICKLIFFE PAPER COMPANY LLC
	STORA ENSO NORTH AMERICA INC.
	STORA ENSO NORTH AMERICA CORP.
	STORA ENSO NORTH AMERICA CANADIAN SALES, LLC
	STORA ENSO PORT HAWKESBURY LIMITED
		
	By:	 	 /s/ Jason Bixby

	Name:	 	Jason Bixby
	Title:	 	 Chief Financial Officer



 [Signature Page to Revolving Credit and Guaranty Agreement] 








			
	 GOLDMAN SACHS CREDIT PARTNERS L.P.,
 as Administrative Agent, Sole Bookrunner, Sole Lead Arranger and a Lender

		
	By:	 	 /s/ Bruce H. Mendelsohn

		 	Authorized Signatory


 [Signature Page to Revolving Credit and Guaranty Agreement] 








			
	 UBS SECURITIES LLC,
 as Co-Syndication
Agent and Co-Manager

		
	By:	 	 /s/ Mary E. Evans

	Name:	 	Mary E. Evans
	Title:	 	Associate Director Banking Products Services US
		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	Irja R. Otsa
	Title:	 	Associate Director Banking Products Services US


 [Signature Page to Revolving Credit and Guaranty Agreement] 








			
	 JPMORGAN CHASE BANK, N.A.
 as
Collateral Agent

		
	By:	 	 /s/ Peter Predun

	Name:	 	Peter Predun
	Title:	 	Executive Director


 [Signature Page to Revolving Credit and Guaranty Agreement] 
  








			
	 UBS LOAN FINANCE LLC,
 as a Lender


		
	By:	 	 /s/ Mary E. Evans

	Name:	 	Mary E. Evans
	Title:	 	Associate Director Banking Products Services US
		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	Irja R. Otsa
	Title:	 	Associate Director Banking Products Services US


 [Signature Page to Revolving Credit and Guaranty Agreement] 








			
	BARCLAYS BANK PLC,
	as Co-Syndication Agent and a Lender
		
	By:	 	 /s/ Joseph Gyurindak

	Name:	 	Joseph Gyurindak
	Title:	 	Director


 [Signature Page to Revolving Credit and Guaranty Agreement] 








			
	BARCLAYS BANK PLC,
	as Co-Manager
		
	By:	 	 /s/ Joseph Gyurindak

	Name:	 	 Joseph Gyurindak

	Title:	 	 Director



 [Signature Page to Revolving Credit and Guaranty Agreement] 








			
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as Co-Documentation Agent and a Lender

		
	By:	 	 /s/ T. Molitor

	Name:	 	T. Molitor
	Title:	 	Director


 [Signature Page to Revolving Credit and Guaranty Agreement] 








			
	 BANK OF AMERICA, N.A.,
 as
Co-Documentation Agent and a Lender

		
	By:	 	 /s/ Adam Seiden

	Name:	 	Adam Seiden
	Title:	 	VP Senior Client Manager










			
	 GMAC COMMERCIAL FINANCE LLC,
 as a
Lender

		
	By:	 	 /s/ Thomas Brent

	Name:	 	Thomas Brent
	Title:	 	Director


 [Signature Page to Revolving Credit and Guaranty Agreement]