AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT AMONG NEWPAGE HOLDINGS INC. AND EACH OF THE STOCKHOLDERS PARTY THERETO

Exhibit 4.1

EXECUTION COPY

AMENDMENT NO. 1

TO THE STOCKHOLDERS AGREEMENT AMONG

NEWPAGE HOLDINGS INC. AND EACH OF THE STOCKHOLDERS PARTY THERETO

This Amendment No. 1 (this “Amendment”), dated as of January 3, 2014 to the Stockholders Agreement (the “Stockholders Agreement”), dated as of December 21, 2012, among NewPage Holdings Inc., a Delaware corporation (the “Company”) and each of the Stockholders party thereto, is entered into among the Company and those Stockholders whose name and number of shares held in the capital stock of the Company are listed on the signature pages hereto (together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the Stockholders Agreement.

WHEREAS, pursuant to Section 2.5(a)(iii) of the Stockholders Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, enter into any contract, agreement, arrangement or commitment to, among other things, merge with or into any other Person (other than transactions solely involving the merger of a wholly owned Subsidiary with or into the Company or another wholly owned Subsidiary of the Company) without first obtaining the affirmative vote or written consent of Stockholders who Beneficially Own a majority of the outstanding shares of Common Stock held by all Stockholders (the “Stockholder Signing Approval”);

WHEREAS, the Company, Verso Paper Corp., a Delaware corporation (“Parent”), and Verso Merger Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent (“Merger Sub”) wish to enter into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned indirect subsidiary of Parent (the “Merger”);

WHEREAS, pursuant to Section 7.1(a) of the Stockholders Agreement, on or before the IPO Target Date, the Company is required to file, and thereafter is required to use its best efforts to cause to be declared effective as promptly as practicable, a Registration Statement on Form S-1 for the registration and sale of shares of Common Stock pursuant to an underwritten primary or secondary public offering that results in a Qualified Public Offering (the “IPO Covenant”);

WHEREAS, the Parties wish to terminate the Stockholders Agreement at the Effective Time of the Merger (as such term is defined in the Merger Agreement);

WHEREAS, pursuant to Section 8.2 of the Stockholders Agreement, the Stockholders Agreement may be modified or amended only by a writing signed by the Company and by Stockholders that Beneficially Own in the aggregate at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock held by all Stockholders (subject to certain provisos contained therein); and

WHEREAS, the Company and each of the undersigned Stockholders hereto, having collectively the requisite power and authority to amend the Stockholders Agreement pursuant to its terms, wish to (i) amend and restate Section 2.5(a)(iii) of the Stockholders Agreement as

provided herein to permit the entry by the Company into the Merger Agreement without obtaining the Stockholder Signing Approval, (ii) amend and restate Section 7.1(a) of the Stockholders Agreement to set a new IPO Target Date and (iii) amend Section 8.1 of the Stockholders Agreement to provide for its termination at the Effective Time of the Merger.

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained herein, the Parties hereby agree as follows:

Section 1. Stockholder Signing Approval. Section 2.5(a)(iii) of the Stockholders Agreement is hereby amended and restated in its entirety to read as follows:

“(iii) enter into any contract, agreement, arrangement or commitment to do or engage in any of the foregoing. Notwithstanding the foregoing, at any time on or prior to January 6, 2014, the Company may enter into an Agreement and Plan of Merger with Verso Paper Corp., a Delaware corporation and Verso Merger Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Verso Paper Corp. (the “Verso Merger Agreement”), without having obtained the affirmative vote or written consent of Stockholders who Beneficially Own a majority of the outstanding share of Common Stock held by all Stockholders.”

Section 2. IPO Covenant. Section 7.1(a) of the Stockholders Agreement is hereby amended and restated in its entirety to read as follows:

“On or before the date that is twelve (12) months after the date of termination, if any, of the Verso Merger Agreement in accordance with its terms (the “IPO Target Date”), the Company shall file, and shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a Registration Statement on Form S-1 for the registration and sale of shares of Common Stock pursuant to an underwritten primary or secondary public offering that results in a Qualified Public Offering (the “IPO Registration Statement”).”

Section 3. Termination. Section 8.1 of the Stockholders Agreement is hereby amended to include the following sentence at the end thereof:

“Notwithstanding anything to the contrary in this Agreement, this Agreement shall automatically terminate at the Effective Time of the Merger (as such terms are defined in the Verso Merger Agreement); provided that Section 6.2 shall survive such termination and the obligations set forth in Section 6.2 shall survive for the applicable time periods as set forth in Section 6.2, and Sections 8.5, 8.6, 8.7, 8.10, 8.11, 8.12 and 8.13 shall survive such termination indefinitely.”

Section 4. Effect of Amendment. This Amendment shall not constitute an amendment or waiver of any provision of the Stockholders Agreement except as expressly stated herein. Except as expressly amended hereby, the provisions of the Stockholders Agreement shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with its terms.

Section 5. Counterparts; Headings. This Amendment may be executed in counterparts, each of which shall be signed by the Company and one or more Stockholders, and all of which are deemed to be one and the same agreement binding upon the Company and each of the Stockholders. The headings of the various sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment.

Section 6. Miscellaneous. The provisions of Sections 8.6, 8.7, 8.10, 8.11, 8.12 and 8.13 of the Stockholders Agreement shall apply, mutatis mutandis, to this Amendment.

[Signature Pages Follow]

NEWPAGE HOLDINGS INC.
By:		/s/ Xxxx Xxxxxxxx
		Name:		Xxxx Xxxxxxxx
		Title:		Chairman

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

PAPERCO INVESTMENTS, L.P.
By:		Investment Holdings Entity GP, Ltd., its General Partner
By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Director
		Number of shares of capital stock of the Company:					280,000
PAPERCO HOLDINGS II, L.P.
By:		Investment Holdings Entity GP, Ltd., its General Partner
By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Director
		Number of shares of capital stock of the Company:					520,000

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

ARES STRATEGIC INVESTMENT PARTNERS LTD.
Solely on behalf of its funds or accounts that are current stockholders of the Company
ARES STRATEGIC INVESTMENT PARTNERS LTD.
BY: ARES STRATEGIC INVESTMENT MANAGEMENT LLC, AS INVESTMENT MANAGER
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Authorized Signatory
Number of shares of capital stock of the Company:					12,244

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

FUTURE FUND BOARD OF GUARDIANS Solely on behalf of its funds or accounts that are current stockholders of the Company
FUTURE FUND BOARD OF GUARDIANS
BY: ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., ITS INVESTMENT MANAGER (ON BEHALF OF THE ASIP II SUB-ACCOUNT)
BY: ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV GP, LLC, ITS GENERAL PARTNER
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Authorized Signatory
Number of shares of capital stock of the Company:					88,908

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

ARES STRATEGIC INVESTMENT PARTNERS III, L.P.
Solely on behalf of its funds or accounts that are current stockholders of the Company
ARES STRATEGIC INVESTMENT PARTNERS III, L.P.
BY: ARES STRATEGIC INVESTMENT GP III, LLC, AS GENERAL PARTNER
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Authorized Signatory
Number of shares of capital stock of the Company:					8,052

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
Solely on behalf of its funds or accounts that are current stockholders of the Company
ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
BY: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGER
BY: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT GP, LLC, AS GENERAL PARTNER
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Authorized Signatory
Number of shares of capital stock of the Company:					20,000

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

ARES ENHANCED CREDIT OPPORTUNITIES FUND II, LTD.
Solely on behalf of its funds or accounts that are current stockholders of the Company
ARES ENHANCED CREDIT OPPORTUNITIES FUND II, LTD.
BY: ARES ENHANCED CREDIT OPPORTUNITIES INVESTMENT MANAGEMENT II, LLC, ITS INVESTMENT MANAGER
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Authorized Signatory
Number of shares of capital stock of the Company:					9,996

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

ARES SPECIAL SITUATIONS FUND, L.P.
Solely on behalf of its funds or accounts that are current stockholders of the Company
ARES SPECIAL SITUATIONS FUND, L.P.
BY: ASSF MANAGEMENT, L.P., ITS GENERAL PARTNER
BY: ASSF OPERATING MANAGER, LLC, ITS GENERAL PARTNER
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Authorized Signatory
Number of shares of capital stock of the Company:					67,902

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

ARES SPECIAL SITUATIONS FUND I-B, L.P
Solely on behalf of its funds or accounts that are current stockholders of the Company
ARES SPECIAL SITUATIONS FUND I-B, L.P.
BY: ASSF MANAGEMENT, L.P., ITS GENERAL PARTNER
BY: ASSF OPERATING MANAGER, LLC, ITS GENERAL PARTNER
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Authorized Signatory
Number of shares of capital stock of the Company:					58,849

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

ARES SPECIAL SITUATIONS FUND III, L.P.
Solely on behalf of its funds or accounts that are current stockholders of the Company
ARES SPECIAL SITUATIONS FUND III, L.P.
BY: ASSF MANAGEMENT III, L.P., ITS GENERAL PARTNER
BY: ASSF OPERATING MANAGER III, LLC, ITS GENERAL PARTNER
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Authorized Signatory
Number of shares of capital stock of the Company:					82,972

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

ARKANSAS TEACHER RETIREMENT SYSTEM
By:		BlackRock Financial Management, Inc., its Investment Manager
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					1,212
BLACKROCK CORE BOND TRUST
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					1,720
BLACKROCK LIMITED DURATION INCOME TRUST
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					13,780

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

BLACKROCK INCOME OPPORTUNITY TRUST, INC.
By:		BlackRock Advisors, LLC, as Investment Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					4,960
BLACKROCK FUNDS II, BLACKROCK HIGH YIELD BOND PORTFOLIO
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					122,280

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

BLACKROCK WORLD INCOME FUND, INC.
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					2,540
BLACKROCK HIGH YIELD PORTFOLIO OF THE BLACKROCK SERIES FUND, INC.
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					528
BLACKROCK HIGH YIELD V.I. FUND OF BLACKROCK VARIABLE SERIES FUNDS, INC.
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					3,668

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
By:		BlackRock Financial Management, Inc., its Investment Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					4,544
DEN PROFESSIONELLE FORENING DANSKE INVEST INSTITUTIONAL HIGH YIELD BOND PORTFOLIO
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					9,056
DIRECTORS GUILD OF AMERICA – PRODUCER BASIC PENSION PLAN
By:		BlackRock Financial Management, Inc., its Investment Manager
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					280

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

DIRECTORS GUILD OF AMERICA – PRODUCER SUPPLEMENTAL PENSION PLAN
By:		BlackRock Financial Management, Inc., its Investment Manager
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					400

GLOBAL HIGH YIELD BOND FUND, A SERIES OF DSBI - GLOBAL INVESTMENT TRUST
By:		BlackRock Financial Management, Inc., its Investment Manager
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					1,972

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

BLACKROCK DEBT STRATEGIES FUND, INC.
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					12,500

BGF GLOBAL HIGH YIELD BOND FUND
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					35,656
BLACKROCK FIXED INCOME VALUE OPPORTUNITIES
By:		BlackRock Financial Management, Inc., its Investment Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					5,200

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

BLACKROCK GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					11,960
ADFAM INVESTMENT COMPANY LLC
By:		BlackRock Financial Management, Inc., its Investment Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					13,200
BLACKROCK CORPORATE HIGH YIELD FUND VI, INC.
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					47,380

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

BLACKROCK GLOBAL FUNDS – GLOBAL CORPORATE BOND FUND
By:		BlackRock Financial Management, Inc., its Investment Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					3,420
IOWA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM
By:		BlackRock Financial Management, Inc., its Investment Manager
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					5,300

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

MET INVESTORS SERIES TRUST - BLACKROCK HIGH YIELD PORTFOLIO
By:		BlackRock Financial Management, Inc., its Investment Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					4,968
THE NEBRASKA INVESTMENT COUNCIL
By:		BlackRock Financial Management, Inc., its Investment Manager
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					2,124
NTCA HIGH YIELD PORTFOLIO
By:		BlackRock Financial Management, Inc., its Investment Manager
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:					2,500

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

OREGON PUBLIC EMPLOYEES RETIREMENT FUND
By:		BlackRock Financial Management, Inc., its Investment Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:				2,700
THE PNC FINANCIAL SERVICES GROUP, INC. PENSION PLAN
By:		BlackRock Financial Management, Inc., its Investment Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:				5,488
PPL SERVICES CORPORATION MASTER TRUST
By:		BlackRock Financial Management, Inc., its Investment Manager
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:				3,040

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

ADVANCED SERIES TRUST - AST BLACKROCK GLOBAL STRATEGIES PORTFOLIO
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:				100
UNIVERSAL-INVESTMENT-GESELLSCHAFT MBH RE RB-UI-FONDS
By:		BlackRock Financial Management, Inc., its Investment Manager
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:				5,544

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

BAV RBI RENTEN US HY I
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:				3,620
BGF US DOLLAR HIGH YIELD BOND FUND
By:		BlackRock Financial Management, Inc., its Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		XXXXXXX XXXXXX
		Title:		MANAGING DIRECTOR
		Number of shares of capital stock of the Company:				62,272

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

CAPITAL RESEARCH AND MANAGEMENT COMPANY, for and on behalf of the following funds:
		American High-Income Trust
		The Bond Fund of America
		The Income Fund of America
		American Funds Insurance Series – Asset Allocation Fund
		American Funds Insurance Series – High-Income Bond Fund
By:		/s/ Xxxxxxxx X. Xxxxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory
		Number of shares of capital stock of the Company:				439,300

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

XXXXXX XXXXX XXXX
By:		Capital Guardian Trust Company, for and on behalf of Xxxxxx Xxxxx XxxX
By:		/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Senior Vice President
		Number of shares of capital stock of the Company:				820

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

FRANKLIN MUTUAL ADVISERS, LLC
as investment adviser to various funds and accounts
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President
		Number of shares of capital stock of the Company:					687,480

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

FRANKLIN ADVISERS, INC., as investment adviser to various funds and accounts that own NewPage Holdings Inc. securities
By:		/s/ XXXX XXXXXX
		Name:		XXXX XXXXXX
		Title:		SVP, Portfolio Manager
		Number of shares of capital stock of the Company:					441,700

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

Fidelity Central Investment Portfolios LLC:Fidelity High Income Central Fund 2
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Deputy Treasurer
		Number of shares of capital stock of the Company:					8,683

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

Fidelity Summer Street Trust: Fidelity Series High Income Fund
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Deputy Treasurer
		Number of shares of capital stock of the Company:					120,227

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

Fidelity Summer Street Trust: Fidelity High Income Fund
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Deputy Treasurer
		Number of shares of capital stock of the Company:					65,420

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

Fidelity Advisor Series II: Fidelity Advisor Strategic Income Fund
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Assistant Treasurer
		Number of shares of capital stock of the Company:					9,378

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

Fidelity Summer Street Trust: Fidelity Capital & Income Fund
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Deputy Treasurer
		Number of shares of capital stock of the Company:					26,793

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

Fidelity School Street Trust: Fidelity Strategic Income Fund
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Assistant Treasurer
		Number of shares of capital stock of the Company:					8,161

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

Variable Insurance Products Fund V: Strategic Income Portfolio
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Assistant Treasurer
		Number of shares of capital stock of the Company:					678

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

Pyramis High Yield Fund, LLC
By: Pyramis Global Advisors LLC as Investment Manager
By:		/s/ XXXX XXXXXXXX
		Name:		XXXX XXXXXXXX
		Title:		DIRECTOR
		Number of shares of capital stock of the Company:					414

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

Illinois Municipal Retirement Fund
By: Pyramis Global Advisors Trust Company as Investment Manager under Power of Attorney
By:		/s/ XXXX XXXXXXXX
		Name:		XXXX XXXXXXXX
		Title:		DIRECTOR
		Number of shares of capital stock of the Company:					1,414

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

X.X. XXXXXX INVESTMENT MANAGEMENT INC.,
In its capacity as discretionary investment manager for certain shareholders of NewPage Corporation Common Stock
By:		/s/ Xxxxx X. Xxxxxxxx, Xx.
		Name:		Xxxxx X. Xxxxxxxx, Xx.
		Title:		Managing Director
		Number of shares of capital stock of the Company:					783,184

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

JPMORGAN CHASE BANK, N.A., in its capacity as Trustee
By:		/s/ Xxxxx X. Xxxxxxxx, Xx.
		Name:		Xxxxx X. Xxxxxxxx, Xx.
		Title:		Managing Director
		Number of shares of capital stock of the Company:					16,520

[Signature Page to Amendment No. 1 to the Stockholders Agreement]

CENTERBRIDGE CREDIT PARTNERS MASTER, L.P.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Authorized Signatory
		Number of shares of capital stock of the Company:					350,320
CENTERBRIDGE CREDIT PARTNERS, L.P.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Authorized Signatory
		Number of shares of capital stock of the Company:					196,816
CENTERBRIDGE SPECIAL CREDIT PARTNERS, L.P.
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Authorized Signatory
		Number of shares of capital stock of the Company:					189,756

[Signature Page to Amendment No. 1 to the Stockholders Agreement]