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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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(a) Liens in favor of the Administrative Agent for the benefit of Secured<br />

Parties granted pursuant to any Credit Document;<br />

(b) Liens for Taxes if obligations with respect to such Taxes are being<br />

contested in good faith by appropriate proceedings promptly instituted and diligently conducted<br />

and adequate reserves have been made in accordance with GAAP;<br />

(c) statutory Liens of landlords, banks (and rights of set-off), of carriers,<br />

warehousemen, mechanics, repairmen, workmen, suppliers and materialmen, and other Liens<br />

imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal<br />

Revenue Code or ERISA or a violation of Section 436 of the Internal Revenue Code), in each<br />

case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for<br />

amounts that are overdue and that (in the case of any such amounts overdue for a period in<br />

excess of 30 days) are being contested in good faith by appropriate proceedings, so long as such<br />

reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been<br />

made for any such contested amounts;<br />

(d) Liens incurred in the ordinary course of business in connection with<br />

workers’ compensation, unemployment insurance and other types of social security, or to secure<br />

the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases,<br />

government contracts, trade contracts, performance and return-of-money bonds and other similar<br />

obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness),<br />

so long as no foreclosure, sale or similar proceedings have been commenced with respect to any<br />

portion of the Collateral on account thereof;<br />

(e) easements, rights-of-way, restrictions, encroachments, and other minor<br />

defects or irregularities in title, in each case which do not and will not interfere in any material<br />

respect with the ordinary conduct of the business of Holdings or any of its Subsidiaries;<br />

(f)<br />

permitted hereunder;<br />

any interest or title of a lessor or sublessor under any lease of real estate<br />

(g) Liens solely on any Cash earnest money deposits or escrow or similar<br />

arrangements made by Holdings or any of its Subsidiaries in connection with any letter of intent<br />

or purchase agreement permitted hereunder;<br />

(h) purported Liens evidenced by the filing of precautionary UCC financing<br />

statements relating solely to operating leases of personal property entered into in the ordinary<br />

course of business;<br />

(i) Liens in favor of customs and revenue authorities arising as a matter of<br />

law to secure payment of customs duties in connection with the importation of goods;<br />

(j) any zoning or similar law or right reserved to or vested in any<br />

governmental office or agency to control or regulate the use of any real property;<br />

(k) non-exclusive outbound licenses of patents, copyrights, trademarks and<br />

other intellectual property rights granted by Holdings or any of its Subsidiaries in the ordinary<br />

CH\1416587.18<br />

108

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