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Exhibit 10.2 NewPage - Executed ABL Agreement

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EXHIBIT K<br />

INTERCOMPANY NOTE<br />

Note Number: ______<br />

Dated:__________, 201__<br />

FOR VALUE RECEIVED, NEWPAGE CORPORATION, a Delaware corporation<br />

(“Borrower”), NEWPAGE INVESTMENT COMPANY LLC, a Delaware limited liability<br />

company (“Holdings”), and each subsidiary of Borrower party to the Credit <strong>Agreement</strong>s (as<br />

defined below) (collectively, the “Group Members” and each, a “Group Member”) which is a<br />

party to this subordinated intercompany note (this “Promissory Note”) promises to pay to the<br />

order of such other Group Member as it makes loans to such Group Member (each Group<br />

Member which borrows money pursuant to this Promissory Note is referred to herein as a<br />

“Payor” and each Group Member which makes loans and advances pursuant to this Promissory<br />

Note is referred to herein as a “Payee”), (i) on such dates as may be agreed upon in writing from<br />

time to time by the Payor and Payee and (ii) after the occurrence of and during the continuation<br />

of an Event of Default, on demand, in lawful money as may be agreed upon from time to time by<br />

the relevant Payor and Payee, in immediately available funds and at the appropriate office of the<br />

Payee, the aggregate unpaid principal amount of all loans and advances heretofore and hereafter<br />

made by such Payee to such Payor and any other Indebtedness now or hereafter owing by such<br />

Payor to such Payee as shown either on Schedule A attached hereto (and any continuation<br />

thereof) or in the books and records of such Payee. The failure to show any such Indebtedness or<br />

any error in showing such Indebtedness shall not affect the obligations of any Payor hereunder.<br />

This Promissory Note is executed in connection with (i) the Credit and Guaranty<br />

<strong>Agreement</strong> dated as of [________], 2012 (as it may be amended, restated, supplemented or<br />

otherwise modified, the “Term Loan Credit <strong>Agreement</strong>”), by and among Borrower, Holdings,<br />

certain subsidiaries of Borrower, the lenders party thereto from time to time, BARCLAYS<br />

BANK PLC, as administrative agent and collateral agent (together with its successors and<br />

assigns in such capacity, the “Term Loan Agent”), and the other parties thereto, and (ii) the<br />

Credit <strong>Agreement</strong>, dated as of [_______], 2012 (as it may be amended, restated, supplemented or<br />

otherwise modified, the “Revolving Credit <strong>Agreement</strong>”, and together with the Term Loan<br />

Credit <strong>Agreement</strong> each a “Credit <strong>Agreement</strong>” and collectively, the “Credit <strong>Agreement</strong>s”)<br />

among Borrower, Holdings, certain subsidiaries of Borrower, the lenders party thereto,<br />

JPMORGAN CHASE BANK, N.A., as administrative agent (together with its successors and<br />

assigns in such capacity, the “Revolving Loan Agent”), and the other parties thereto.<br />

Capitalized terms used herein but not otherwise defined herein shall have the meanings, unless<br />

otherwise noted, given such terms in the Term Loan Credit <strong>Agreement</strong>.<br />

Each Payee hereby acknowledges and agrees that (a) the Term Loan Agent may exercise<br />

all rights provided in the Term Loan Credit <strong>Agreement</strong> and other Credit Documents and (b) the<br />

Revolving Loan Agent may exercise all rights provided in the Revolving Credit <strong>Agreement</strong> and<br />

the other Credit Documents (as defined in the Revolving Credit <strong>Agreement</strong>), in each case, with<br />

respect to this Promissory Note and subject to and in accordance with the provisions of the<br />

Intercreditor <strong>Agreement</strong>.<br />

CH\1423789.4<br />

EXHIBIT K-1

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