Exhibit 10.2 NewPage - Executed ABL Agreement

(iii) promptly upon the request of the Senior Agent, execute and
deliver (x) such other release documents and confirmations of the authorization to file
UCC amendments and terminations provided for herein, and (y) such consent and waiver
documents and instruments, in each case as the Senior Agent may require in connection
with such sale or other Disposition, to evidence and effectuate such termination and
release, the consent of the Junior Agent (on behalf of itself and the Secured Parties for
whom such Agent is acting) to such Disposition, and the waiver of any conflicting
provisions in the Revolving Loan Documents or the Term Loan Documents, as the case
may be; provided, that, any such release or UCC amendment or termination or consent or
waiver by or on behalf of the Junior Agent shall not extend to or otherwise affect any of
the rights, if any, of such Junior Agent to the Proceeds from any such sale or other
disposition of Shared Collateral upon the payment and satisfaction in full of the
Revolving Loan Debt or the Term Loan Debt, as the case may be, whichever is secured
by the senior Lien on such Shared Collateral.
(b) Each Agent, for itself and on behalf of the other Secured Parties
for whom such Agent is acting, in its capacity as Junior Agent, hereby irrevocably constitutes
and appoints the other Agent, in its capacity as Senior Agent, and any officer or agent of such
Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of such Junior Agent or such holder or in the Junior
Agent’s own name, from time to time in such Senior Agent’s discretion, for the purpose of
carrying out the terms of this Section 3.2, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to accomplish the
purposes of this Section 3.2, including any waivers or consents or termination statements,
endorsements, or other instruments of transfer or release. Nothing contained in this Agreement
shall be construed to modify the obligation of the Senior Agent to act in a commercially
reasonable manner in the exercise of its rights to sell, lease, license, exchange, transfer or
otherwise dispose of any Collateral.
(c) In the event that Proceeds of Shared Collateral are received in
connection with a Disposition of Shared Collateral that directly or indirectly involves both some
or all of the Revolving Loan Priority Collateral and some or all of the Term Loan Priority
Collateral, the Revolving Loan Agent and the Term Loan Agent shall use commercially
reasonable efforts in good faith to allocate the Proceeds received in connection with such
Disposition of such Shared Collateral to the Revolving Loan Priority Collateral and the Term
Loan Priority Collateral. If the Revolving Loan Agent and Term Loan Agent are unable to agree
on such allocation within ten (10) Business Days (or such other period of time as Revolving
Loan Agent and Term Loan Agent agree) of the consummation of such Disposition, the portion
of such Proceeds that shall be allocated as Proceeds of Revolving Loan Priority Collateral for
purposes of this Agreement shall be an amount equal to the sum of the book value of the
Accounts, Inventory and cash included in the Shared Collateral subject to such Disposition
(determined at the time of such Disposition) with the balance of the Proceeds to be allocated to
the Term Loan Priority Collateral; provided, that, to the extent that the Revolving Loan Priority
Collateral subject to such Disposition may include assets other than Accounts, Inventory and
cash, at the option of Revolving Loan Agent, the appraised value of such other assets may be
used for the purposes of the allocation of such Proceeds to the Revolving Loan Priority
Collateral based on the then most current satisfactory third party appraisal received by Revolving
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