Exhibit 10.2 NewPage - Executed ABL Agreement

this Agreement, provided that, concurrently with such replacement, (i) another bank or other
entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree,
as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting
Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes
under this Agreement and to assume all obligations of the Non-Consenting Lender to be
terminated as of such date and to comply with the requirements of clause (b) of Section 10.04,
and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of
such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-
Consenting Lender by the Borrower hereunder to and including the date of termination,
including without limitation payments due to such Non-Consenting Lender under Sections 2.15
and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such
Lender on the day of such replacement under Section 2.16 had the Loans of such Non-
Consenting Lender been prepaid on such date rather than sold to the replacement Lender.
SECTION 10.03 Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication and distribution (including, without limitation, via the
internet or through a service such as Intralinks) of the credit facilities provided for herein, the
preparation and administration of the Credit Documents or any amendments, modifications or
waivers of the provisions of the Credit Documents (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by
the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter
of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by
the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and
disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in
connection with the enforcement, collection or protection of its rights in connection with the
Credit Documents, including its rights under this Section, or in connection with the Loans made
or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
Expenses being reimbursed by the Borrower under this Section include, without limiting the
generality of the foregoing, costs and expenses incurred in connection with (subject to the
limitations set forth in Sections 5.06, 5.13 and 5.14 with respect to the Borrower’s obligation to
bear the costs of any of the following):
(1) appraisals and insurance reviews;
(2) field examinations and the preparation of Reports based on the fees
charged by a third party retained by the Co-Collateral Agents or the internally allocated fees for
each Person employed by the Co-Collateral Agent with respect to each field examination,
together with the reasonable fees and expenses associated with collateral monitoring services
performed by the Co-Collateral Agents;
(3) background checks regarding senior management and/or key
investors, as deemed necessary or appropriate in the sole discretion of the Administrative Agent;
CH\1416587.18
133