Exhibit 10.2 NewPage - Executed ABL Agreement

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preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by the Agents or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. The Syndication Agent, the Co-Documentation Agents, the Joint Joint Bookrunners and the Joint Lead Arrangers shall not have any right, power, obligation, liability, responsibility or duty under this <strong>Agreement</strong> other than those applicable to all Lenders as such. Co-Collateral Agents agree (i) to conduct at least one (1) field examination contemplated by Section 5.13 during any period of 12 consecutive months and at least two (2) such field examinations during the 12 consecutive month period following the occurrence of an Exam and Appraisal Trigger and (ii) to request at least one (1) appraisal contemplated by Section 5.14 during any period of 12 consecutive months and at least two (2) such appraisals during the 12 consecutive month period following the occurrence of an Exam and Appraisal Trigger. ARTICLE X MISCELLANEOUS. SECTION 10.01 Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows: (1) if to any Credit Party, to the Borrower at: 8540 Gander Creek Drive Miamisburg, Ohio 45342 Attention: Jay Epstein, CFO Facsimile No: (937) 242-9324 E-mail: jay.epstein@newpagecorp.com with a copy to: Proskauer Rose LLP 11 Times Square New York, NY 10036-8299 Attention : Andrew Bettwy Facsimile No: (212) 969-2900 E-mail: abettwy@proskauer.com (2) if to the Administrative Agent, the Issuing Bank or the Swingline Lender, to JPMorgan Chase Bank, N.A. at: CH\1416587.18 129
JPMorgan Chase Bank, N.A. 500 Stanton Christiana Rd. Newark, DE 19713 Attention: Tesfaye Anteneh Facsimile No: 302-634-1417 Email: tesfaye.a.anteneh@jpmorgan.com, ib.cbc@jpmorgan.com, 12012443630@tls.ldsprod.com with a copy to: JPMorgan Chase Bank, N.A. 383 Madison Ave, Floor 24 New York, NY 10179 Attention: Peter Predun Facsimile No: 212-270-7005 Email: peter.predun@jpmorgan.com (3) if to any other Lender, to it at its address or facsimile number set forth in its Administrative Questionnaire. All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient. (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II or to compliance and no Default certificates delivered pursuant to Section 5.01(c) unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower (on behalf of the Credit Parties) 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. All such notices and other communications (i) 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 not given during the normal business hours of the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) 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 (b)(i) of notification that such notice or communication is available and identifying the website address therefor. CH\1416587.18 130
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EXECUTION VERSION CREDIT AGREEMENT
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SECTION 4.04 No Conflict...........
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SECTION 10.07 Severability ........
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“Administrative Incumbency Certif
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expiration of the time for delivery
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eorganization or liquidation of its
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Availability is greater than or equ
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a Lien on any real, personal or mix
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Agreements, any acquisition or any
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compensation charges and expenses,
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or any Lender Party in writing, or
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“Effective Date Mortgaged Propert
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amount of Accounts owing from such
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(ff) consists of Hazardous Material
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Section 4071 of ERISA in respect of
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such rate is not so published for a
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“Guarantor Subsidiary” means ea
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“Intercreditor Agreement” means
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“LC Disbursement” means a payme
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“Net Asset Sale Proceeds” means
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“Other Connection Taxes” means,
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(d) below, Borrower shall have take
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time minus that portion, if any, of
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governmental charges) with respect
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“Standby LC Exposure” means, at
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“Type”, when used in reference
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elating to the components of the Bo
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Loans to the Borrower, on behalf of
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Loans) shall transfer the amount of
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this paragraph to reimburse such Is
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which investments shall be made at
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SECTION 2.09 Termination and Reduct
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of prepayment of a Eurodollar Revol
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(a) the Administrative Agent determ
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e conclusive absent manifest error.
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(D) in the case of a Non-U.S. Lende
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first, to pay any fees, indemnities
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Lenders or the Issuing Banks hereun
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(v) if all or any portion of such D
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or subsequently issued or made Lett
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(at their expense) amend (and Admin
Page 83 and 84: Plan (other than objections to the
Page 85 and 86: Borrower has obtained a policy of f
Page 87 and 88: (t) No Default. As of the Effective
Page 89 and 90: Schedule 4.01, (b) has all requisit
Page 91 and 92: the underlying facts or related eve
Page 93 and 94: (“Environmental Permits”) and i
Page 95 and 96: Section 4221(e) of ERISA have not r
Page 97 and 98: have been reimbursed, each Credit P
Page 99 and 100: Affiliates from a Multiemployer Pla
Page 101 and 102: Credit Parties as any Co-Collateral
Page 103 and 104: Collateral under such policies of i
Page 105 and 106: (iii) as soon as practicable follow
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Page 109 and 110: purposes of Section 6.06(d), Borrow
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Page 113 and 114: (a) Liens in favor of the Administr
Page 115 and 116: Schedule 6.03, and amendments, modi
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Page 119 and 120: (f) Permitted Acquisitions permitte
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Page 123 and 124: with respect to any Contributing Gu
Page 125 and 126: emedy (whether arising under the Cr
Page 127 and 128: SECTION 7.07 Subordination of Other
Page 129 and 130: (b) Default in Other Agreements. (i
Page 131 and 132: satisfaction in full of all Obligat
Page 133: Each Agent may perform any and all
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Page 139 and 140: (4) taxes, fees and other charges f
Page 141 and 142: (A) except in the case of an assign
Page 143 and 144: 2.17 (subject to the requirements a
Page 145 and 146: (b) Each Credit Party hereby irrevo
Page 147 and 148: INFORMATION IN ACCORDANCE WITH ITS
Page 162 and 163: COMMITMENT SCHEDULE LENDER COMMITME
Page 164 and 165: 5. Credit Agreement: The Credit Agr
Page 166 and 167: JPMORGAN CHASE BANK, N.A., as Admin
Page 168 and 169: 3. General Provisions. This Assignm
Page 170 and 171: EXHIBIT B Page 2 of 4 Officer’s C
Page 172 and 173: NewPage Corporation Borrowing Base
Page 174 and 175: COMPLIANCE CERTIFICATE EXHIBIT C To
Page 176 and 177: SCHEDULE I Fixed Charge Coverage Ra
Page 178 and 179: (f) (1) non-Cash compensation charg
Page 180 and 181: in each case, to the extent that su
Page 182 and 183: (k) policies are in accordance with
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ANNEX C TO SCHEDULE I TO COMPLIANCE
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Borrower’s Applicable Rate Calcul
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5. Each Credit Party has requested
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Related Agreements and the Confirma
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EXHIBIT F-2 SOLVENCY CERTIFICATE De
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EXHIBIT G EXISTING LETTERS OF CREDI
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S-951874 Standby Letter of Credit A
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WF SM232551 Standby Letter of Credi
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EXHIBIT I MORTGAGE [Separately Atta
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WHEREAS, the relative rights and ob
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IN WITNESS WHEREOF, the undersigned
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EXHIBIT A TO LANDLORD PERSONAL PROP
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EXHIBIT K INTERCOMPANY NOTE Note Nu
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that is a Revolving Credit Party ma
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account of any of the Revolving Sec
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IN WITNESS WHEREOF, each Payor has
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Schedule A TRANSACTIONS UNDER PROMI
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ESCANABA PAPER COMPANY By: Name: Ti
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3. The address of the New Subsidiar
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EXHIBIT N INTERCREDITOR AGREEMENT [
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TABLE OF CONTENTS Section Page Sect
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11.14 Authorization ...............
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NOW, THEREFORE, in consideration of
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“Discharge of Term Loan Debt” s
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“Purchasing Term Loan Secured Par
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the total voting power of shares of
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“shall”. Unless the context req
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2.5 Affiliate Obligations. The part
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owe all or a material portion of th
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(B) the Revolving Loan Standstill P
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Collateral), or the validity or enf
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(vi) exercise all other rights and
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Loan Agent with respect thereto. It
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(i) first, to the Term Loan Debt an
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as the case may be, such amount app
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favor of any other person or any or
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any order with respect to the use o
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the Revolving Loan Secured Parties
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adequate protection on the same bas
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(i) to obtain adequate protection i
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Parties shall not be deemed to have
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all rights under deposit account co
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hereunder, and each Revolving Loan
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shall have closed within five (5) B
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extensions of credit made or deemed
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(ii) increase the “Applicable Mar
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Parties, agree, in connection with
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OF THE PARTIES HERETO WAIVES ANY RI
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11.12 Section Titles; Time Periods.
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ACKNOWLEDGMENT AND AGREEMENT Each o
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RUMFORD PAPER COMPANY By: Name: Tit
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foregoing and substitutions, replac
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IN WITNESS WHEREOF, the Additional
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NewPage Corporation Real Property l
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Notwithstanding the foregoing, the
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7206/54832-001 current/33810767v1
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Rumford, ME Mill The property descr
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Wickliffe, KY Mill The property des
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thence, continuing generally parall
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Beginning at a point where the nort
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SCHEDULE 4.01 JURISDICTIONS OF ORGA
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ISSUER OWNER / HOLDER TYPE OF INTER
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ISSUER OWNER / HOLDER TYPE OF INTER
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SCHEDULE 4.11 PAYMENT OF TAXES None
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SCHEDULE 4.13 ENVIRONMENTAL MATTERS
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SCHEDULE 4.15 MATERIAL CONTRACTS 1.
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SCHEDULE 4.26 INSURANCE See attache
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NewPage Corporation Schedule of Ins
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SCHEDULE 6.01 EXISTING INDEBTEDNESS
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SCHEDULE 6.03 CERTAIN NEGATIVE PLED
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SCHEDULE 6.06 CERTAIN INVESTMENTS 1
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Exhibit 10.2 NewPage - Executed ABL Agreement

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