Exhibit 10.2 NewPage - Executed ABL Agreement

favor of any other person or any order or decree of any court or other governmental authority or
any applicable law.
(c) Each Grantor acknowledges and agrees to the delivery or transfer
of control by Revolving Loan Agent to Term Loan Agent, and by Term Loan Agent to
Revolving Loan Agent of any such Pledged Collateral and waives and releases Revolving Loan
Agent and the other Revolving Secured Parties, and Term Loan Agent and the other Term Loan
Secured Parties, from any liability as a result of such action.
Section 6.
Insolvency Proceedings
6.1 General Applicability. This Agreement shall be applicable both before
and after the commencement of any Insolvency Proceeding involving any Grantor, including,
without limitation, the filing of any petition by or against any Grantor under the Bankruptcy
Code or under any other Bankruptcy Law and all converted or subsequent cases in respect
thereof, and all references herein to any Grantor shall be, to the extent required, deemed to apply
to the trustee for such Grantor and such Grantor as debtor-in-possession. The relative rights of
the Revolving Loan Secured Parties and the Term Loan Secured Parties in or to any distributions
from or in respect of any Shared Collateral or Proceeds therefrom shall continue after the
commencement of any Insolvency Proceeding involving any Grantor, including, without
limitation, the filing of any petition by or against any Grantor under the Bankruptcy Code or
under any other Bankruptcy Law and all converted cases and subsequent cases, on the same basis
as prior to the date of such commencement, subject to any court order approving the financing
of, or use of Revolving Loan Cash Collateral or Term Loan Cash Collateral by, any Grantor as
debtor-in-possession, or any other court order affecting the rights and interests of the parties
hereto not in conflict with this Agreement. This Agreement shall constitute a subordination
agreement for the purposes of Section 510(a) of the Bankruptcy Code and shall be enforceable in
any Insolvency Proceeding in accordance with its terms.
6.2 Use of Cash Collateral; Bankruptcy Financing.
(a) If any Insolvency Proceeding commences with respect to any
Grantor, until the Discharge of Revolving Loan Debt has occurred, Term Loan Agent, for itself
and on behalf of the other Term Loan Secured Parties, agrees that each Term Loan Secured Party
will (A) raise no objection to, nor support any other Person objecting to, and will be deemed to
have consented to, the use of any Revolving Loan Priority Collateral constituting cash collateral
under Section 363 of the Bankruptcy Code, or any comparable provision of any other
Bankruptcy Law (“Revolving Loan Cash Collateral”), or any post-petition financing under
Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law,
whether provided by any Revolving Loan Secured Party or other Person, but in each case to the
extent approved for such purpose by Revolving Loan Agent (a “Revolving Loan DIP
Financing”), (B) will not request or accept adequate protection or any other relief in connection
with the use of such Revolving Loan Cash Collateral or such Revolving Loan DIP Financing
except as set forth in Section 6.4 below, and (C) will subordinate (and will be deemed hereunder
to have subordinated), and, except as otherwise permitted hereunder, will refrain from taking any
action pursuant to or in respect of, the Liens of Term Loan Agent or any other Term Loan
Secured Parties on the Revolving Loan Priority Collateral (but not the Term Loan Priority
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