Exhibit 10.2 NewPage - Executed ABL Agreement

account of any of the Revolving Secured Obligations in accordance with the Revolving Loan
Credit Agreement. After the occurrence of and during the continuation of a Revolving Event of
Default, should any payment, distribution, security or other investment property or instrument or
any proceeds thereof be received by any Payee that is a Revolving Credit Party upon or with
respect to Payor Indebtedness owing to such Payee prior to such time as the Revolving Secured
Obligations have been performed and paid in full (other than contingent indemnification
obligations not due and payable), no letters of credit are outstanding under any Revolving Credit
Documents (unless backstopped or cash collateralized in an amount equal to 102% of the stated
amount thereof) and all commitments to extend credit under any Revolving Credit Document
have expired or been terminated, such Payee that is a Revolving Credit Party shall receive and
hold the same for the benefit of the Revolving Secured Parties, and shall forthwith deliver the
same to the Revolving Loan Agent, for the benefit of the Revolving Secured Parties, in precisely
the form received (except for the endorsement or assignment of such Payee where necessary or
advisable in the Revolving Loan Agent’s judgment), for application to any of the Revolving
Secured Obligations in accordance with the Revolving Credit Agreement, due or not due, and,
until so delivered, the same shall be segregated from the other assets of such Payee for the
benefit of the Revolving Secured Parties. After the occurrence of and during the continuation of
a Revolving Event of Default, if such Payee fails to make any such endorsement or assignment
to the Revolving Loan Agent, the Revolving Loan Agent or any of its officers, employees or
representatives are hereby irrevocably authorized to make the same. Notwithstanding the
foregoing, if an Event of Default has occurred and is continuing, the rights of the Revolving
Loan Agent under this paragraph shall be subject to the rights of the Term Loan Agent under the
immediately preceding paragraph and the Intercreditor Agreement.
Each Payee that is a Credit Party agrees that until the Secured Obligations and the
Revolving Secured Obligations have been performed and paid in full (other than contingent
indemnification obligations not due and payable) and all commitments to extend credit under any
Credit Document or any Revolving Credit Document have expired or been terminated, such
Payee will not (i) assign or transfer, or agree to assign or transfer, to any Person (other than (a) in
favor of the Term Loan Agent for the benefit of the Secured Parties pursuant to the Pledge and
Security Agreement or otherwise or (b) in favor of the Revolving Loan Agent for the benefit of
the Revolving Secured Parties pursuant to the Pledge and Security Agreement (as defined in the
Revolving Credit Agreement) or otherwise) any claim such Payee has or may have against any
Payor, (ii) upon the occurrence and during the continuance of an Event of Default or a Revolving
Event of Default, discount or extend the time for payment of any Payor Indebtedness, or (iii)
otherwise amend, modify, supplement, waive or fails to enforce any provision of this Promissory
Note.
The Term Loan Agent, for the benefit of the Secured Parties, and the Revolving Loan
Agent, for the benefit of the Revolving Secured Parties, shall be third party beneficiaries hereof
and shall be entitled to enforce the subordination and other provisions hereof.
Notwithstanding anything to the contrary contained herein, in any other Credit Document
or Revolving Credit Document or in any such promissory note or other instrument, this
Promissory Note shall not be deemed replaced, superseded or in any way modified by any
promissory note or other instrument entered into on or after the date hereof which purports to
create or evidence any loan or advance by any Group Member to any other Group Member.
CH\1423789.4
EXHIBIT K-5