Exhibit 10.2 NewPage - Executed ABL Agreement

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(k) policies are in accordance with GAAP: non-Cash compensation charges or other non-Cash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity-based awards to directors, officers or employees, to the extent such charges and expenses were deducted in computing such Consolidated Net Income: $[___,___,___] (III) non-Cash items increasing Consolidated Net Income 42 : $[___,___,___] 42 Excluding accrual of revenue in the ordinary course of business. CH\1423789.4 Annex A to Schedule I
ANNEX B TO SCHEDULE I TO COMPLIANCE CERTIFICATE FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy]. 2. Fixed Charges: (I)+(II)+(III)+(IV)+(V)+ (VI)+(VII) = $[___,___,___] (I) cash total interest expense 43 of the Borrower and its Subsidiaries with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries 44 :: $[___,___,___] (II) scheduled principal payments on Indebtedness 45 : $[___,___,___] (III) (IV) (V) mandatory prepayments from excess cash flow in respect of Indebtedness dividends, distributions, buy-back redemptions and similar payments made in cash 46 : mandatory cash contributions to any Pension Plan (to the extent not deducted in calculating Consolidated Adjusted EBITDA): $[___,___,___] $[___,___,___] $[___,___,___] (VI) cash payments of Earn Out Indebtedness: $[___,___,___] (VII) expense for taxes paid in cash (to the extent not deducted in calculating Consolidated Adjusted EBITDA): $[___,___,___] 43 44 45 46 Including that attributable to Capital Lease obligations. Including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs under Hedge <strong>Agreement</strong>s in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP. Including scheduled Capital Lease payments. In any event including, without duplication, distributions made by Holdings to Parent in cash pursuant to the last proviso of Section 6.04 of the <strong>Agreement</strong>. CH\1423789.4 Annex B to Schedule I
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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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with respect to any Contributing Gu
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emedy (whether arising under the Cr
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SECTION 7.07 Subordination of Other
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(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 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 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 [
Page 224 and 225: TABLE OF CONTENTS Section Page Sect
Page 226 and 227: 11.14 Authorization ...............
Page 228 and 229: NOW, THEREFORE, in consideration of
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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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