Exhibit 10.2 NewPage - Executed ABL Agreement

operation of law, subrogation or otherwise, shall be junior and subordinate in all respects
to all Liens on the Revolving Loan Priority Collateral securing any Revolving Loan Debt;
and
(ii) any Lien on the Term Loan Priority Collateral securing the
Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term
Loan Secured Party or any agent or trustee therefor shall be senior in right, priority,
operation, effect and in all other respects to any Lien on the Term Loan Priority
Collateral securing the Revolving Loan Debt now or hereafter held by or for the benefit
or on behalf of any Revolving Loan Secured Party or any agent or trustee therefor and
any Lien on the Term Loan Priority Collateral securing any of the Revolving Loan Debt
now or hereafter held by or for the benefit or on behalf of any Revolving Loan Secured
Party or any agent or trustee therefor regardless of how acquired, whether by grant,
statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all
respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Debt.
(b) As between Revolving Loan Secured Parties and Term Loan
Secured Parties, the terms of this Agreement, including the priorities set forth above, shall
govern, even if part or all of the Revolving Loan Debt or Term Loan Debt or the Liens securing
payment and performance thereof are not perfected or are subordinated, avoided, disallowed, set
aside or otherwise invalidated in any judicial proceeding or otherwise.
2.3 Prohibition on Contesting Liens. Each of 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, agrees that it shall not (and hereby waives any
right to) contest or support any other Person in contesting, in any proceeding (including in
respect of any Insolvency Proceeding), the perfection, priority, validity or enforceability of a
Lien held, or purported to be held, by or for the benefit or on behalf of any Revolving Loan
Secured Party in any Collateral or by or on behalf of any Term Loan Secured Party in any
Collateral, as the case may be; provided, that, nothing in this Agreement shall be construed to
prevent or impair the rights of any Revolving Loan Secured Party or Term Loan Secured Party to
enforce this Agreement, and provided, further, that nothing in this Agreement shall be construed
to prevent any Revolving Loan Secured Party or Term Loan Secured Party from challenging the
characterization of any item of Shared Collateral as Term Loan Priority Collateral or Revolving
Loan Priority Collateral.
2.4 Similar Liens and Agreements Regarding Shared Collateral. The parties
hereto agree that it is their intention that the Collateral securing the Term Loan Debt and the
Revolving Loan Debt be identical. In furtherance of the foregoing and of Section 11.8, the
parties hereto agree, subject to the other provisions of this Agreement, upon request by the
Revolving Loan Agent or the Term Loan Agent, to cooperate in good faith (and to direct their
counsel to cooperate in good faith) from time to time in order to determine the specific items
included in the Revolving Loan Priority Collateral and the Term Loan Priority Collateral and the
steps taken to perfect their respective Liens thereon and the identity of the respective parties
obligated under the Term Loan Documents and the Revolving Loan Documents.
CH\1408709.10
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