Exhibit 10.2 NewPage - Executed ABL Agreement

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EXHIBIT F-2 SOLVENCY CERTIFICATE December 21, 2012 THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS: 1. I am the chief financial officer of NewPage Corporation, a Delaware corporation (“Borrower”). 2. Reference is made to that certain Credit Agreement, dated as of December 21, 2012 (as it may be amended, restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, the other Credit Parties party thereto, the Lenders party thereto from time to time, 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. 3. I have reviewed the terms of Articles III and IV of the Credit Agreement and the definitions and provisions contained in the Credit Agreement relating thereto, together with each of the Related Agreements, and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein. 4. Based upon my review and examination described in paragraph 3 above, I certify that as of the date hereof, after giving effect to the consummation of the transactions contemplated by the Credit Agreement and the Related Agreements on the Effective Date and any rights of contribution, the Credit Parties and their Subsidiaries are and will be, on a consolidated basis, Solvent. [Remainder of page intentionally left blank] CH\1423789.4 Exhibit F-2
The foregoing certifications are made and delivered as of the date first written above. ________________________ Name: Title: Chief Financial Officer CH\1423789.4 Exhibit F-2
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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
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satisfaction in full of all Obligat
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Each Agent may perform any and all
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JPMorgan Chase Bank, N.A. 500 Stant
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any Guarantor from its obligation u
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(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
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 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
Page 230 and 231: “Discharge of Term Loan Debt” s
Page 232 and 233: “Purchasing Term Loan Secured Par
Page 234 and 235: the total voting power of shares of
Page 236 and 237: “shall”. Unless the context req
Page 238 and 239: 2.5 Affiliate Obligations. The part
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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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