CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT

THIS CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of January 3, 2014 and is entered into by any among VERSO PAPER FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Borrower”) and the Lenders signatory hereto.

W I T N E S S E T H :

WHEREAS, Holdings, the Borrower, and certain Subsidiaries of the Borrower entered into a Credit Agreement (the “Credit Agreement”; unless otherwise defined herein, all capitalized terms used herein have the meanings ascribed to them in the Credit Agreement), dated as of May 4, 2012, with Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) and a Lender and the other Lenders from time to time party thereto.

WHEREAS, a newly-created wholly-owned subsidiary (“MergerSub”) of the Borrower, intends to merge (the “NewPage Merger”) with and into NewPage Holdings, Inc., a Delaware corporation (“NewPage”);

WHEREAS, the Borrower intends to issue debt (the “Seller Notes”) to equity holders of NewPage (in addition to other consideration to be paid thereto) in connection with the NewPage Merger (the “Seller Note Issuance”);

WHEREAS, the Borrower intends to issue new second lien notes in exchange for certain of the existing Second Lien Notes (the “New Second Lien Note Issuance”);

WHEREAS, the Borrower intends to issue new senior subordinated notes in exchange for certain of the existing Senior Subordinated Notes (the “New Senior Subordinated Note Issuance”);

WHEREAS, NewPage Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of NewPage (“NewPage Corporation”), intends to enter into (i) a senior secured term loan facility (the “NewPage Term Loan Facility”) and (ii) a senior secured revolving credit facility (the “NewPage ABL Facility” and, together with the NewPage Term Loan Facility, the “NewPage Credit Facilities”) in connection with and either substantially contemporaneously with or prior to the NewPage Merger;

WHEREAS, (i) the Borrower and certain Subsidiaries of the Borrower on the one hand and NewPage and certain Subsidiaries of NewPage on the other intend to enter into a shared services agreement in connection with the NewPage Merger and (ii) the Subsidiaries of NewPage will not be guaranteeing the Obligations of the Borrower under the Credit Agreement and neither the Borrower nor the Subsidiaries of the Borrower existing as of the date hereof will be guaranteeing the obligations of NewPage Corporation under the NewPage Credit Facilities (such structure, the “Structure”, and together with the NewPage Merger, the Seller Note Issuance, the New Second Lien Note Issuance, the New Senior Subordinated Note Issuance, the entering into of the NewPage Credit Facilities and the other transactions entered into in connection therewith, the “Transactions”); and

WHEREAS, Holdings and the Borrower have requested that the Lenders (i) amend certain provisions of the Credit Agreement as set forth herein and (ii) consent to the Transactions and, subject to the satisfaction of the conditions set forth herein, the Lenders are willing to do so, on the terms and conditions set forth herein;

NOW, THEREFORE, it is agreed:

From and after the Agreement Effective Date (as defined below) and notwithstanding anything contained in the Credit Agreement or any other Loan Document to the contrary, the Lenders hereby consent to the Transactions.

Effective as of the Agreement Effective Date (subject, in the case of the amendments provided for in Section 2 of Article II of this Agreement, to the satisfaction of the conditions set forth in Section 2 of Article III of this Agreement), the Credit Agreement is hereby amended as necessary to effectuate the Transactions including, without limitation, as follows:

1. Energy/Hydro Amendments.

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:

“Non-Core Energy Assets” means any assets held by an entity listed on Schedule 1.01F hereto and any related assets held by the Borrower or any Subsidiary.

“Specified Non-Core Assets” shall mean hydro-electric dams and related assets.

(b) The definition of “Unrestricted Subsidiary” as set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting immediately following the number “(3)” the words and number “the entity listed on item 1 of Schedule 1.01F hereto, (4)” and (ii) deleting the number “(4)” and substituting in lieu thereof the number “(5)”.

(c) Section 6.03 of the Credit Agreement is hereby amended by (i) deleting the word “and” prior to clause (b) thereof and (ii) inserting the following clauses after clause (b):

“(c) with respect to the Non-Core Energy Assets, and”

“(d) with respect to the Specified Non-Core Assets.”

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(d) Section 6.04 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of paragraph (bb), (ii) deleting the period at the end of paragraph (cc) and substituting therefore a semicolon and (iii) inserting the following new paragraphs after paragraph (cc):

“(dd) Investments in any Unrestricted Subsidiary made with Specified Non-Core Assets; and”

“(ee) Investments in any Unrestricted Subsidiary made with Non-Core Energy Assets.”

(e) Section 6.05 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of paragraph (l), (ii) deleting the period at the end of paragraph (m) and substituting therefore a semicolon and (iii) inserting the following new paragraphs after paragraph (m):

“(n) the sale or other disposition of the Specified Non-Core Assets; and”

“(o) the sale or other disposition of the Non-Core Energy Assets.”

(f) A new Schedule 1.01F shall be added to the Credit Agreement in the form of Annex II hereto.

2. NewPage Merger Amendments.

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:

“New Second Lien Notes” shall mean the second priority senior secured notes to be issued by the Borrower and Verso Paper Inc. prior to the NewPage Merger Closing Date pursuant to the New Second Lien Notes Indenture and any notes issued by the Borrower and Verso Paper Inc. in exchange for, and as contemplated by, the New Second Lien Notes Indenture and the related registration rights agreement with substantially identical terms as the New Second Lien Notes.

“New Second Lien Notes Indenture” shall mean the Indenture, under which the New Second Lien Notes are to be issued, among, among others, the Borrower and Verso Paper Inc., as issuers, and certain of the Subsidiaries party thereto, as guarantors, as in effect prior to the NewPage Merger Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Cash Flow Agreement.

“New Senior Secured Notes” shall mean the senior secured notes to be issued by the Borrower and Verso Paper Inc. on the NewPage Merger Closing Date pursuant to the New Senior Secured Notes Indenture and any notes issued by the Borrower and Verso Paper Inc. in exchange for, and as contemplated by, the New Senior Secured Notes and the related registration rights agreement with substantially identical terms as the New Senior Secured Notes.

“New Senior Secured Notes Indenture” shall mean the Indenture under which the New Senior Secured Notes are to be issued, among, among others, the Borrower and Verso Paper Inc., as issuers and certain of the Subsidiaries party thereto, as guarantors, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Cash Flow Agreement.

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“New Senior Subordinated Notes” shall mean the senior subordinated notes to be issued by the Borrower and Verso Paper Inc. prior to the NewPage Merger Closing Date pursuant to the New Senior Subordinated Notes Indenture and any notes issued by the Borrower and Verso Paper Inc. in exchange for, and as contemplated by, the New Senior Subordinated Notes Indenture and the related registration rights agreement with substantially identical terms as the New Senior Subordinated Notes.

“New Senior Subordinated Notes Indenture” shall mean the Indenture under which the New Senior Subordinated Notes are to be issued, among, among others, the Borrower and Verso Paper Inc., as issuers and certain of the Subsidiaries party thereto, as guarantors, as in effect prior to the NewPage Merger Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Cash Flow Agreement.

“NewPage ABL Credit Agreement” shall mean that certain asset-based revolving credit agreement dated as of or prior to the NewPage Merger Closing Date, if entered into, by and among, among others, NewPage Investment Company LLC, a Delaware limited liability company, NewPage Corporation, a Delaware corporation, as borrower, the Subsidiaries of NewPage Corporation party thereto and the lenders party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“NewPage Excluded Entity” shall mean NewPage Investment Company LLC and its subsidiaries.

“NewPage Merger” shall mean the merger of a wholly-owned subsidiary of the Borrower, with and into NewPage Holdings, Inc., a Delaware corporation.

“NewPage Merger Closing Date” shall mean the date of the consummation of the NewPage Merger.

“NewPage Term Loan Credit Agreement” shall mean that certain credit agreement dated as of or prior to the NewPage Merger Closing Date, if entered into, by and among, among others, NewPage Investment Company LLC, a Delaware limited liability company, NewPage Corporation, a Delaware corporation, as borrower, the Subsidiaries of NewPage Corporation party thereto and the lenders party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Shared Services Agreement” shall mean the shared services agreement to be entered into among, among others, the Borrower, certain Subsidiaries of the Borrower, NewPage Holdings, Inc., a Delaware corporation and certain Subsidiaries of NewPage Holdings, Inc. in connection with the NewPage Merger, substantially in accordance with the term sheet attached hereto as Exhibit I, and any and all modifications thereto, substitutions therefor and replacements thereof so long as such modifications, substitutions and replacements are not materially adverse to the Lenders.

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(b) The definition of “Adjusted First Lien Debt” as set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting the phrase “the New Senior Secured Notes,” immediately prior to the phrase “the Cash Flow Revolving Facility Credit Exposure”.

(c) The definition of “Cash Flow Revolving Facility Maturity Date” as set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“‘Cash Flow Revolving Facility Maturity Date” shall mean May 4, 2017; provided that if, on each date that is ninety-one (91) days prior to the scheduled maturity date of each of the Second Lien Floating Rate Notes, the New Second Lien Notes, the Senior Subordinated Notes, the New Senior Subordinated Notes or the Holdco Debt, as applicable (each such date, an “Early Maturity Test Date”), the outstanding principal amount of such Second Lien Floating Rate Notes, New Second Lien Notes, Senior Subordinated Notes, New Senior Subordinated Notes or Holdco Debt, as applicable, that is scheduled to mature ninety-one (91) days following such Early Maturity Test Date is greater than $100.0 million (and such debt has not been either (x) prepaid, redeemed, purchased, defeased, discharged or otherwise satisfied or (y) otherwise extended to a maturity date that is more than five years and ninety-one (91) days after the Closing Date), the Cash Flow Revolving Facility Maturity Date shall be such Early Maturity Test Date.”

(d) The definition of “Change in Control” as set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting the phrase “the New Senior Secured Notes Indenture,” immediately prior to the phrase “the Second Lien Fixed Rate Notes Indenture”, (ii) inserting the phrase “the New Second Lien Notes Indenture,” immediately prior to the phrase “the Second Lien Floating Rate Notes Indenture”, and (iii) inserting the phrase “the New Senior Subordinated Notes Indenture,” immediately prior to the phrase “the ABL Credit Agreement”.

(e) The definition of “Collateral and Guarantee Requirement” as set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting the phrase “, the New Second Lien Notes” into clause (h)(iii) immediately prior to the phrase “and any other Indebtedness of the Borrower” and (ii) inserting the phrase “the New Senior Secured Notes, the” into clause (h)(v) immediately prior to the phrase “Cash Flow Revolving Facility”.

(f) The definition of “First Lien Debt” as set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting the phrase “the New Senior Secured Notes,” immediately prior to the phrase “Cash Flow Revolving Facility Credit”.

(g) The definition of “Permitted Additional Refinancing Debt” as set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“‘Permitted Additional Refinancing Debt’ shall mean any Indebtedness incurred in connection with the Refinancing (or previous refinancings thereof constituting Permitted Additional Refinancing Debt) or payment or other distribution in respect of the Senior Subordinated Notes, the New Senior Subordinated Notes or the Holdco Debt; provided that (a) at the time of the incurrence of such Permitted Additional Refinancing Debt and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (b) the cash proceeds of such Permitted Additional Refinancing Debt does not exceed the

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principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (c) the terms of the Permitted Additional Refinancing Debt do not provide for any scheduled repayment or mandatory redemption (other than customary asset sale or event of loss, change of control mandatory offers to purchase and customary acceleration rights after an event of default) prior to the date that is 91 days after the Cash Flow Revolving Facility Maturity Date, (d) the terms and conditions of such Permitted Additional Refinancing Debt shall be customary for similar Indebtedness in light of the then prevailing market conditions (it being agreed that the terms of this Cash Flow Credit Agreement, the ABL Credit Agreement, the NewPage ABL Credit Agreement, the NewPage Term Loan Credit Agreement, the Holdco Debt, the Senior Subordinated Notes, the New Senior Subordinated Notes, the Senior Secured Notes, the New Senior Secured Notes, the Second Lien Notes and the New Second Lien Notes shall be deemed to be customary for purposes of the foregoing standard to the extent that such Permitted Additional Refinancing Debt is similar thereto), and (e) if such Permitted Additional Refinancing Debt is secured by Liens on Collateral, the Total Net First Lien Leverage Ratio, determined on a Pro Forma Basis, shall not exceed 2.50 to 1.00.”

(h) The definition of “Permitted Refinancing Indebtedness” as set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“‘Permitted Refinancing Indebtedness’ shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (b) except with respect to Sections 6.01(i) and 6.01(j), the weighted average life to maturity of such Permitted Refinancing Indebtedness is greater than or equal to the shorter of (i) the weighted average life to maturity of the Indebtedness being Refinanced and (ii) 90 days after the Cash Flow Revolving Facility Maturity Date, (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Cash Flow Credit Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall have different obligors, or greater guarantees or security, than the Indebtedness being Refinanced, unless such new obligors are Loan Parties and (e) if the Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral (including pursuant to after acquired property clauses to the extent such type collateral secured the Indebtedness being Refinanced) on terms not materially less favorable to the Secured Parties than those contained in the documentation governing the Indebtedness being Refinanced; provided, further, that with respect to a Refinancing of (x) the Senior Subordinated Notes, New Senior Subordinated Notes or Permitted Additional Debt that are subordinated in right of payment, such Permitted

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Refinancing Indebtedness shall (i) be subordinated in right of payment to the guarantee by Holdings and the Subsidiary Loan Parties of the Facilities, and (ii) be otherwise on terms (other than pricing and redemption provisions) taken as a whole not materially less favorable to the Lenders than those contained in the documentation governing the Indebtedness being Refinanced, (y) the Senior Subordinated Notes, New Senior Subordinated Notes or Permitted Additional Debt, such Permitted Refinancing Indebtedness shall meet the requirements of the definition of “Permitted Additional Debt” and (z) the Second Lien Notes or the New Second Lien Notes, (i) the Liens, if any securing such Permitted Refinancing Indebtedness shall be subject to the Junior Lien Intercreditor Agreement or any other intercreditor agreement entered into by (among others) the Borrower and the Administrative Agent in accordance with this Cash Flow Credit Agreement and (ii) such Permitted Refinancing Indebtedness shall be otherwise on terms not materially less favorable to the Lenders than those contained in the documentation governing the Indebtedness being Refinanced.”

(i) The definition of “Second Lien Note Documents” as set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the word “and” immediately following the phrase “Second Lien Fixed Rate Notes Indenture” and inserting immediately prior to the words “the Second Lien Security Documents” a comma and the words “the New Second Lien Notes, the New Second Lien Notes Indenture and”.

(j) The definition of “Senior Subordinated Note Documents” as set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) replacing the word “and” immediately following the “Senior Subordinated Notes” with a comma and (ii) inserting immediately following the phrase “the Senior Subordinated Notes Indenture” the phrase “the New Senior Subordinated Notes and the New Senior Subordinated Notes Indenture”.

(k) The definition of “Unrestricted Subsidiary” as set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting the phrase “the New Senior Secured Notes Indenture,” immediately prior to the phrase “the Second Lien Notes Indenture”, (ii) inserting the phrase “the New Second Lien Notes Indenture,” immediately prior to the phrase “the Senior Subordinated Notes Indenture” and (iii) inserting the phrase “the New Senior Subordinated Notes Indenture,” immediately prior to the phrase “the Cash Flow Credit Agreement”.

(l) Section 3.24 of the Credit Agreement is hereby amended by (i) inserting the phrase “, the New Senior Subordinated Notes Indenture” immediately prior to the phrase “and under the documentation governing any Permitted Additional Debt” and (ii) inserting the phrase “, New Senior Subordinated Notes” immediately prior to the phrase “or any Permitted Additional Debt”.

(m) Section 5.04(h) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“In the event that (i) in respect of the Senior Secured Notes, the New Senior Secured Notes, the Second Lien Notes, the New Second Lien Notes the Senior Subordinated Notes or the New Senior Subordinated Notes, and any Refinancing Indebtedness with respect thereto, the rules and regulations of the SEC permit the Borrower, Holdings or any Parent of Entity to report at Holdings’ or such Parent Entity’s level on a consolidated basis and (ii) Holdings or such Parent Entity, as the case may be, is not engaged in any business or activity, and does not

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own any assets or have other liabilities, other than those incidental to its ownership directly or indirectly of the Equity Interests of the Borrower and the incurrence of Indebtedness for borrowed money (and, without limitation on the foregoing, does not have any subsidiaries other than the Borrower and the Borrower’s Subsidiaries and any direct or indirect parent companies of the Borrower that are not engaged in any other business or activity and do not hold any other assets or have any liabilities except as indicated above) such consolidated reporting at such Parent Entity’s level in a manner consistent with that described in paragraphs (a) and (b) of this Section 5.04 for the Borrower will satisfy the requirements of such paragraphs; and”

(n) Section 5.10(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(d) If any additional direct or indirect Wholly-Owned Subsidiary of the Borrower is formed or acquired after the Closing Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Domestic Subsidiary that is not an Unrestricted Subsidiary, a CFC Holding Company or a NewPage Excluded Entity (other than, at the Borrower’s option, Immaterial Subsidiaries), within ten Business Days after the date such Wholly-Owned Subsidiary is formed or acquired notify the Collateral Agent and the Lenders thereof and, within 20 Business Days after the date such Wholly-Owned Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, (i) cause the Collateral and Guarantee Requirement to be satisfied with respect to such Wholly-Owned Subsidiary and (ii) with respect to any Equity Interest in or Indebtedness of such Wholly-Owned Subsidiary owned by or on behalf of any Loan Party, subject to paragraph (f) below.”

(o) Section 6.01(m) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Guarantees (i) by the Subsidiary Loan Parties of the Indebtedness of the Borrower described in clause (ii) of paragraph (b) and paragraph (l) of this Section 6.01, so long as (x) the Liens securing the Guarantee of the obligations under the “Loan Documents” (as defined in the ABL Credit Agreement) or any Permitted Refinancing Indebtedness in respect thereof are subject to the Senior Lien Intercreditor Agreement, and (y) the Guarantee of the Senior Subordinated Notes, the New Senior Subordinated Notes or, prior to the date that is one year prior to the maturity date of the Senior Subordinated Notes or the New Senior Subordinated Notes, respectively, any Permitted Refinancing Indebtedness in respect thereof, is subordinated in right of payment substantially on terms as set forth in the Senior Subordinated Notes Indenture with respect to the Senior Subordinated Notes or New Senior Subordinated Notes Indenture with respect to the New Senior Subordinated Notes, as applicable, and so long as any Liens securing the Guarantee of the Second Lien Notes, the New Second Lien Notes or any Permitted Refinancing Indebtedness in respect thereof are subject to the Junior Lien Intercreditor Agreement or another intercreditor agreement reasonably satisfactory to the Administrative Agent reflecting that such Liens are junior in priority to the Lien of the Administrative Agent securing the Obligations under the Loan Documents, (ii) by the Borrower or any Subsidiary Loan Party of any Indebtedness of the Borrower or any Subsidiary Loan Party permitted to be incurred under this Cash Flow Credit Agreement,

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(iii) by the Borrower or any Subsidiary Loan Party of Indebtedness otherwise permitted hereunder of Holdings or any Subsidiary that is not a Subsidiary Loan Party to the extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v)), (iv) by any Foreign Subsidiary of Indebtedness of another Foreign Subsidiary, and (v) by the Borrower of Indebtedness of Foreign Subsidiaries incurred for working capital purposes in the ordinary course of business on ordinary business terms so long as such Indebtedness is permitted to be incurred under Section 6.01(s) to the extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v)); provided that Guarantees by the Borrower or any Subsidiary Loan Party under this Section 6.01(m) of any other Indebtedness of a person that is subordinated in right of payment to other Indebtedness of such person shall be expressly subordinated in right of payment to the Obligations to at least the same extent as the Guarantee of the Senior Subordinated Notes is under the Senior Subordinated Notes Indenture and of the New Senior Subordinated Notes is under the New Senior Subordinated Notes Indenture;”

(p) Section 6.01(w) of the Credit Agreement is hereby amended by deleting the bracketed word “[Reserved]” and substituting in lieu thereof the following words “Indebtedness of the Borrower pursuant to (i) the New Second Lien Notes in an aggregate principal amount that is not in excess of $396,000,000, (ii) the New Senior Subordinated Notes in an aggregate principal amount that is not in excess of $142,500,000, (iii) the New Senior Secured Notes in an aggregate principal amount that is not in excess of $650,000,000, and (iv) any Permitted Refinancing Indebtedness incurred to Refinance any of the foregoing Indebtedness;”

(q) Section 6.01(y) of the Credit Agreement is hereby amended by deleting the bracketed word “[reserved]” and substituting in lieu thereof the following words “(i) Indebtedness under the “Loan Documents” as defined in the NewPage ABL Credit Agreement, (ii) Indebtedness under the “Loan Documents” as defined in the NewPage Term Loan Credit Agreement and (iii) any Permitted Refinancing Indebtedness incurred to Refinance any of the foregoing Indebtedness;”

(r) Section 6.02 of the Credit Agreement is hereby amended by (i) inserting the phrase “(ii) the New Second Lien Notes,” immediately after the phrase “(i) the Second Lien Notes” in paragraph (hh), (ii) replacing the “(ii)” in paragraph (hh) with “(iii)”, (iii) inserting the following phrase “, (iv) the New Senior Subordinated Notes” immediately after the phrase “the Senior Subordinated Notes” in paragraph (hh), (iv) replacing the “(iii)” in paragraph (hh) with “(v)”, (v) inserting “or Section 6.01(w)(iii)” immediately following “6.01(l)(iii)” in paragraph (jj), (vi) deleting the word “or” at the end of paragraph (jj), (ii) deleting the period at the end of paragraph (kk) and substituting therefore a semicolon and (iii) inserting the following new paragraph after paragraph (kk):

“(ll) Liens on assets of NewPage Excluded Entities securing Indebtedness permitted by Section 6.01(y) (together with any Permitted Refinancing Indebtedness in respect thereof).”

(s) Section 6.04(b)(B) of the Credit Agreement is hereby amended by inserting immediately following the words “Closing Date” the words “by the Loan Parties”.

(t) Section 6.04(b)(C) of the Credit Agreement is hereby amended by inserting immediately following the words “Closing Date” the words “by the Loan Parties”.

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(u) Section 6.04 of the Credit Agreement (after giving effect to the amendment in Article II, Section 1(d) above) is hereby amended by (i) deleting the word “and” at the end of paragraph (dd), (ii) deleting the period at the end of paragraph (ee) and substituting therefore a semicolon and (iii) inserting the following new paragraphs after paragraph (ee):

“(ff) Investments pursuant to, in connection with, or to effectuate the NewPage Merger; and”

“(gg) Investments in NewPage Holdings, Inc. and its Subsidiaries, provided that the Borrower and the Subsidiaries shall be in Pro Forma Compliance after giving effect to such Investment.”

(v) Section 6.05 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of paragraph (n), (ii) deleting the period at the end of paragraph (o) and substituting therefore a semicolon and (iii) inserting the following new paragraphs after paragraph (o):

“(p) the NewPage Merger; and”

“(q) transactions pursuant to the Shared Services Agreement.”

(w) The last paragraph of Section 6.05 of the Credit Agreement is hereby amended by inserting immediately following the words “dispositions to Loan Parties” the words “or from Subsidiaries that are not Loan Parties to other Subsidiaries that are not Loan Parties”.

(x) Section 6.06 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of paragraph (h), (ii) deleting the period at the end of paragraph (i) and substituting in lieu thereof a semicolon and the word “and” and (iii) inserting the following new paragraph after paragraph (i):

“(j) the Borrower or the Subsidiaries may pay dividends or distributions in connection with or to effectuate the NewPage Merger.”

(y) Section 6.07(b) of the Credit Agreement is hereby amended by (i) deleting the word “or” at the end of paragraph (xxii), (ii) deleting the period at the end of paragraph (xxiii) and (iii) inserting the following new paragraphs after paragraph (xxiii):

“(xxiv) transactions pursuant to the Shared Services Agreement; or”

“(xxv) transactions pursuant to, in connection with, or to effectuate the NewPage Merger.”

(z) Section 6.09(b) of the Credit Agreement is hereby amended by (i) inserting the phrase “and the New Senior Subordinated Notes” immediately after the phrase “of the Senior Subordinated Notes” in clause (i)(E), (ii) inserting the phrase “or New Senior Subordinated Notes” immediately after the phrase “of the Senior Subordinated Notes” in clause (i)(G) and (iii) inserting the phrase “or New Senior Subordinated Notes, as applicable” immediately after the phrase “of such Senior Subordinated Notes” in clause (i)(G).

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(aa) Section 6.09(c) of the Credit Agreement is hereby amended by inserting immediately following the words “as defined in the ABL Credit Agreement” a comma and the words “the NewPage ABL Credit Agreement or the NewPage Term Loan Credit Agreement”.

(bb) Section 6.09(c)(B) of the Credit Agreement is hereby amended by inserting immediately following the words “the Senior Subordinated Notes” a comma and the words “the New Senior Secured Notes, the New Second Lien Notes, the New Senior Subordinated Notes”.

(cc) Section 6.12 of the Credit Agreement is hereby amended by (i) inserting immediately following the words “pursuant to Section 6.01(r)” a comma and the words “(g) the New Second Lien Notes, (h) the New Senior Secured Notes, (i) the obligations under the NewPage ABL Credit Agreement and the other “Loan Documents” (as defined therein), (j) the obligations under the NewPage Term Loan Credit Agreement and the other “Loan Documents” (as defined therein)” and (ii) deleting the letter “(g)” of such Section and substituting in lieu thereof the letter “(k)”.

(dd) Section 8.01(m)(i) is hereby amended by (i) inserting the phrase “or New Senior Subordinated Notes Indenture” immediately after the phrase “under the Senior Subordinated Notes Indenture” and (ii) inserting the phrase “, New Senior Subordinated Notes” immediately prior to the phrase “or any Permitted Additional Debt”.

(ee) A new Exhibit I is hereby added to the Credit Agreement in the form of Annex I attached hereto.

1. Conditions to Effectiveness of Amendment. The effectiveness of this Agreement, other than the terms of Section 2 of Article II above, is subject to the satisfaction of the following conditions (the date on which each of the following conditions is first satisfied, the “Agreement Effective Date”):

(a) the Administrative Agent shall have received a signature page to this Agreement duly executed by each of Holdings, the Borrower and the Required Lenders;

(b) the Administrative Agent shall have received reimbursement of all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent in connection with this Agreement, in accordance with Section 10.05 of the Credit Agreement; and

(c) the representations and warranties set forth in Article IV of this Agreement shall be true and correct in all material respects as of the Agreement Effective Date.

2. Conditions to Effectiveness of Section 2 of Article II of Amendment. The effectiveness of Section 2 of Article II of this Agreement is subject to the consummation of the NewPage Merger.

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The Borrower represents and warrants to the Required Lenders that, both before and immediately after giving effect to this Agreement on the Agreement Effective Date, the following statements are true and correct:

1. Corporate Power and Authority. Each of Holdings and the Borrower has all requisite limited liability company power and authority to enter into this Agreement.

2. Authorization of Agreements. The execution and delivery of this Agreement and the performance of its obligations under this Agreement have been duly authorized by all necessary limited liability company action on the part of each of Holdings and the Borrower.

3. No Default. No Default or Event of Default shall have occurred and be continuing.

4. Credit Agreement Representations and Warranties. The representations and warranties set forth in Article 3 of the Credit Agreement and each of the other Loan Documents are true and correct (or true and correct in all material respects, in the case of any such representation or warranty that is not qualified as to materiality) on and as of the Agreement Effective Date (except to the extent that such representation or warranty expressly relates to an earlier date, in which case such representations and warranties shall be true and correct (or true and correct in all material respects, in the case of any representation or warranty that is not qualified by materiality) as of such earlier date).

1. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(a) On and after the Agreement Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as modified by this Agreement (the “Amended Credit Agreement”).

(b) Except as specifically modified by this Agreement, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(c) Except as expressly set forth herein, the execution, delivery and performance of this Agreement shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or the Lender under, the Credit Agreement, the Amended Credit Agreement or any of the other Loan Documents, and shall not be considered a novation.

2. Headings and Construction. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Agreement. This Agreement is a “Loan Document” executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

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3. Applicable Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUR REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

4. Counterparts. This Agreement may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart to this Agreement by facsimile or PDF shall be effective as delivery of a manually executed counterpart of this Agreement and each party hereto shall be entitled to rely on a facsimile signature of each other party hereto as if it were an original.

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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.

ANNEX I

[See attached.]

SERVICES AGREEMENT TERM SHEET

TRANSACTION GENERALLY

Set forth below are the significant terms of the Services Agreement (the “Agreement”) to be entered into by and among Verso Paper Corp. (“Verso”), NewPage Investment Company LLC (“NewPage Parent”) and NewPage Corporation (“NewPage”) in connection with the consummation of the transactions (the “Transaction”) contemplated by that certain Merger Agreement by and among NewPage Parent, NewPage, Verso, NewPage Holdings, Inc., Verso Paper Holdings One LLC, Verso Paper Finance Holdings LLC, and Verso Paper Holdings, LLC and the other parties and guarantors named therein. Under the Agreement Verso may provide or cause to be provided to NewPage certain services in the categories set forth below as from time to time may be added to or deleted pursuant to the terms of the Agreement.

ONGOING SERVICES

COST ALLOCATION; SYNERGIES

SERVICE MANAGEMENT

ADDITIONAL TERMS

Exhibit A to Annex I

Shared Services