Exhibit 10.2 NewPage - Executed ABL Agreement

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COMPLIANCE CERTIFICATE EXHIBIT C To: The Lenders parties to the Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of December 21, 2012 (as amended , restated, modified, renewed or extended from time to time, the “Agreement”) among NewPage Corporation (the “Borrower”), the other Credit Parties, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Co-Collateral Agent, and Wells Fargo Bank, National Association, as Co- Collateral Agent. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected [__________] of the Borrower; 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Holdings and its Subsidiaries (including Unrestricted Subsidiaries) during the accounting period covered by the attached financial statements [for quarterly add: and such financial statements present fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries (including Unrestricted Subsidiaries) on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes]; 3. The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to in Section 1.04 of the Agreement; 4. I hereby certify that no Credit Party has changed (i) its name, (ii) its chief executive office, (iii) principal place of business, (iv) the type of entity it is or (v) its state of incorporation or organization as the foregoing is set forth in Schedule 5.1(A), (B) and (C) to the Security Agreement; 5. Schedule I attached hereto sets forth financial data and computations of Fixed Charge Coverage Ratio, all of which data and computations are true, complete and correct; and 6. Schedule II hereto sets forth the computations necessary to determine the Applicable Rate commencing on the Business Day this certificate is delivered. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the (i) nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event or CH\1423789.4 Exhibit C
(i) the change in GAAP or the application thereof and the effect of such change on the attached financial statements: The foregoing certifications, together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ___ day of __ _________, __. By: Name: Title: CH\1423789.4 Exhibit C
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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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(a) Liens in favor of the Administr
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Schedule 6.03, and amendments, modi
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defeasance), or make similar paymen
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(f) Permitted Acquisitions permitte
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customary compensation, reimburseme
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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 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 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
Page 210 and 211: that is a Revolving Credit Party ma
Page 212 and 213: account of any of the Revolving Sec
Page 214 and 215: IN WITNESS WHEREOF, each Payor has
Page 216 and 217: Schedule A TRANSACTIONS UNDER PROMI
Page 218 and 219: ESCANABA PAPER COMPANY By: Name: Ti
Page 220 and 221: 3. The address of the New Subsidiar
Page 222 and 223: 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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