Exhibit 10.2 NewPage - Executed ABL Agreement

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11.14 Authorization .........................................................................................................54 11.15 No Third Party Beneficiaries .................................................................................54 11.16 Additional Grantors ...............................................................................................54 Annex A Annex B Revolving Loan Priority Collateral Form of Grantor Joinder CH\1408709.10 iii
INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT, dated as of [____________], 2012 is entered into by and between JPMorgan Chase Bank, N.A., in its capacity as Revolving Loan Agent (as hereinafter defined), and Barclays Bank PLC (“Barclays”), in its capacity as Term Loan Agent (as hereinafter defined). W I T N E S S E T H: WHEREAS, pursuant to that certain Credit Agreement, dated as of the date hereof, by and among NewPage Corporation, a Delaware corporation (“NewPageCo”), NewPage Investment Company LLC, a Delaware limited liability company (“Holdings”), certain of NewPageCo’s subsidiaries, the Revolving Loan Lenders (as hereinafter defined) party thereto and the Revolving Loan Agent (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, exchanged, refinanced, restated, restructured or replaced (in whole or in part and including any agreements with, to or in favor of any other agent, lender or group of lenders that at any time refinances, replaces or succeeds to all or any portion of the Revolving Loan Debt (as hereinafter defined) or that adds any new or additional Subsidiaries or Affiliates of a Grantor, and whether or not increasing the amount of indebtedness that can be incurred thereunder), in each case, in accordance with the terms of this Agreement, the “Revolving Loan Agreement”), the Revolving Loan Lenders have agreed to make certain loans and other financial accommodations to or for the benefit of NewPageCo, subject to the terms and conditions set forth therein; WHEREAS, pursuant to that certain Credit and Guaranty Agreement, dated as of the date hereof, by and among, NewPageCo, Holdings, certain of NewPageCo’s subsidiaries, the Term Loan Lenders (as hereinafter defined) party thereto, the Term Loan Agent and the other agents party thereto (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, exchanged, refinanced, restated, restructured or replaced (in whole or in part and including any agreements with, to or in favor of any other agent, lender or group of lenders that at any time refinances, replaces or succeeds to all or any portion of the Term Loan Debt (as hereinafter defined) or that adds any new or additional Subsidiaries or Affiliates of a Grantor, and whether or not increasing the amount of indebtedness that can be incurred thereunder), in each case, in accordance with the terms of this Agreement, the “Term Loan Agreement”), the Term Loan Lenders have agreed to make certain loans to NewPageCo, subject to the terms and conditions set forth therein; WHEREAS, each of the Revolving Loan Agent, for itself and on behalf of the other Revolving Loan Secured Parties, and Term Loan Agent, for itself and on behalf of the other Term Loan Secured Parties, and, by their acknowledgment hereof, the Grantors, desire to (i) agree to the relative priority of the security interests of Revolving Loan Agent and Term Loan Agent in the Shared Collateral (as hereinafter defined), (ii) provide for the orderly sharing among the Revolving Loan Secured Parties and the Term Loan Secured Parties, in accordance with such priorities, of proceeds of such Shared Collateral upon any foreclosure thereon or other disposition thereof and (iii) address related matters. CH\1408709.10
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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
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(A) except in the case of an assign
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2.17 (subject to the requirements a
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(b) Each Credit Party hereby irrevo
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INFORMATION IN ACCORDANCE WITH ITS
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COMMITMENT SCHEDULE LENDER COMMITME
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5. Credit Agreement: The Credit Agr
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JPMORGAN CHASE BANK, N.A., as Admin
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3. General Provisions. This Assignm
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EXHIBIT B Page 2 of 4 Officer’s C
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NewPage Corporation Borrowing Base
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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 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
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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 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
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Page 238 and 239: 2.5 Affiliate Obligations. The part
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Page 242 and 243: (B) the Revolving Loan Standstill P
Page 244 and 245: Collateral), or the validity or enf
Page 246 and 247: (vi) exercise all other rights and
Page 248 and 249: Loan Agent with respect thereto. It
Page 250 and 251: (i) first, to the Term Loan Debt an
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Page 254 and 255: favor of any other person or any or
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Page 262 and 263: (i) to obtain adequate protection i
Page 264 and 265: Parties shall not be deemed to have
Page 266 and 267: all rights under deposit account co
Page 268 and 269: hereunder, and each Revolving Loan
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Page 272 and 273: extensions of credit made or deemed
Page 274 and 275: (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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