Exhibit 10.2 NewPage - Executed ABL Agreement

those concerning the actual or suspected existence of Hazardous Material at any such Material
Real Estate Asset so acquired or converted by any Credit Party after the Effective Date, in each
case with respect to each such Material Real Estate Asset that Administrative Agent shall
reasonably request to create in favor of Administrative Agent, for the benefit of Secured Parties,
a valid and, subject to any filing and/or recording referred to herein, perfected Second Priority
security interest in such Material Real Estate Assets. In addition to the foregoing, Borrower
shall, at the request of Administrative Agent, deliver, from time to time, but not more often than
once in any 24-month period (unless an Event of Default has occurred and is continuing), to
Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets,
if any, with respect to which Administrative Agent has been granted a Lien.
SECTION 5.12 Use of Proceeds. The proceeds of the Loans will be used only for
working capital needs and for other general corporate purposes of the Credit Parties and their
respective Subsidiaries in the ordinary course of business. No part of the proceeds of any Loan
and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations
SECTION 5.13 Field Examinations. At any time that the Co-Collateral Agents
request, the Co-Collateral Agents or their designee may conduct, and the Credit Parties shall
permit the Co-Collateral Agents or their designee to conduct, a field examination of the Credit
Parties’ Accounts, Inventory and related working capital matters and of the Credit Parties’
related data processing and other systems, provided, however, that the Credit Parties shall bear
the expense of not more than one (1) such field examination during any period of 12 consecutive
months; provided, further, however, that in the event that at any time Availability is less than the
greater of (i) 20.0% of the aggregate Commitments then in effect and (ii) $70,000,000 (such
greater amount, the “Exam and Appraisal Trigger”), the Credit Parties shall bear the expense of
not more than two (2) such field examinations during the 12 consecutive month period following
the occurrence of such Exam and Appraisal Trigger, provided, further, however, that there shall
be no limitation on the number of field examinations that are at the expense of the Credit Parties
if an Event of Default shall have occurred and be continuing.
SECTION 5.14 Appraisals. At any time that the Co-Collateral Agents request, the
Credit Parties shall provide the Co-Collateral Agents with appraisals or updates thereof of their
Inventory from an appraiser selected and engaged by the Administrative Agents, and prepared on
a basis satisfactory to the Co-Collateral Agents such appraisals and updates to include, without
limitation, information required by applicable law and regulations; provided, however, that the
Credit Parties shall bear the expense of not more than one (1) such appraisal during any period of
12 consecutive months; provided, further, however, that in the event that at any time an Exam
and Appraisal Trigger has occurred, the Credit Parties shall bear the expense of not more than
two (2) such appraisals during the 12 consecutive month period following the occurrence of such
Exam and Appraisal Trigger, provided, further, however, that there shall be no limitation on the
number of appraisals that are at the expense of the Credit Parties if an Event of Default shall
have occurred and be continuing.
SECTION 5.15
Depository Banks.
CH\1416587.18
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