Exhibit 10.2 NewPage - Executed ABL Agreement

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5. Credit Agreement: The Credit Agreement dated as of December 21, 2012 among NewPage Corporation, the other Credit Parties party thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto CH\1423789.4 Exhibit A
6. Assigned Interest: Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans 3 $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] [Consented to and] 4 Accepted: By: Title: 3 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. CH\1423789.4 Exhibit A
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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
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Plan (other than objections to the
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Borrower has obtained a policy of f
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(t) No Default. As of the Effective
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Schedule 4.01, (b) has all requisit
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the underlying facts or related eve
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(“Environmental Permits”) and i
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Section 4221(e) of ERISA have not r
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have been reimbursed, each Credit P
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Affiliates from a Multiemployer Pla
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Credit Parties as any Co-Collateral
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Collateral under such policies of i
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(iii) as soon as practicable follow
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those concerning the actual or susp
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purposes of Section 6.06(d), Borrow
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Administrative Agent and (ii) both
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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 and 134: Each Agent may perform any and all
Page 135 and 136: JPMorgan Chase Bank, N.A. 500 Stant
Page 137 and 138: any Guarantor from its obligation u
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 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
Page 184 and 185: ANNEX C TO SCHEDULE I TO COMPLIANCE
Page 186 and 187: Borrower’s Applicable Rate Calcul
Page 188 and 189: 5. Each Credit Party has requested
Page 190 and 191: Related Agreements and the Confirma
Page 192 and 193: EXHIBIT F-2 SOLVENCY CERTIFICATE De
Page 194 and 195: EXHIBIT G EXISTING LETTERS OF CREDI
Page 196 and 197: S-951874 Standby Letter of Credit A
Page 198 and 199: WF SM232551 Standby Letter of Credi
Page 200 and 201: EXHIBIT I MORTGAGE [Separately Atta
Page 202 and 203: WHEREAS, the relative rights and ob
Page 204 and 205: IN WITNESS WHEREOF, the undersigned
Page 206 and 207: EXHIBIT A TO LANDLORD PERSONAL PROP
Page 208 and 209: EXHIBIT K INTERCOMPANY NOTE Note Nu
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Page 212 and 213: 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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