Exhibit 10.2 NewPage - Executed ABL Agreement

any order with respect to the use of Revolving Loan Cash Collateral or any such
Revolving Loan DIP Financing), and
(vii) such Revolving Loan DIP Financing or use of Revolving
Loan Cash Collateral is on commercially reasonable terms, taken as a whole, based on
then prevailing market conditions for such financings.
(b) If any Insolvency Proceeding commences with respect to any
Grantor, until the Discharge of Term Loan Debt has occurred, Revolving Loan Agent, for itself
and on behalf of the other Revolving Loan Secured Parties, agrees that each Revolving 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 Term Loan Priority Collateral constituting cash
collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other
Bankruptcy Law (“Term 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 Term Loan Secured Party or other Person, but in each case to the extent
approved for such purpose by Term Loan Agent (a “Term Loan DIP Financing”), (B) will not
request or accept adequate protection or any other relief in connection with the use of such Term
Loan Cash Collateral or such Term 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 Revolving Loan Agent or any other Revolving Loan Secured Parties on the Term
Loan Priority Collateral (but not the Revolving Loan Priority Collateral) to (x) the Liens on the
Term Loan Priority Collateral pursuant to such Term Loan DIP Financing, (y) any adequate
protection provided to the Term Loan Secured Parties and (z) any professional fee and U.S.
trustee fee “carve-out” consented to in writing by Term Loan Agent to be paid prior to the
Discharge of Term Loan Debt, in each case, on the same terms as the Liens of the Revolving
Loan Secured Parties are subordinated to the Liens of the Term Loan Secured Parties with
respect to the Term Loan Priority Collateral (and such subordination will not alter in any manner
the terms of this Agreement); provided, that:
(i) Term Loan Agent does not oppose or object to such use of
cash collateral or Term Loan DIP Financing,
(ii) the aggregate principal amount of the Term Loan DIP
Financing plus the aggregate outstanding principal amount of Term Loan Debt shall not
at any time exceed 110% of the aggregate principal amount of loans included in the Term
Loan Debt outstanding immediately before the commencement of such Insolvency
Proceeding,
(iii) the Revolving Loan Secured Parties retain a Lien on the
Shared Collateral (including Proceeds thereof arising after the commencement of such
proceeding) with the same priority relative to the Liens on such Shared Collateral of
Term Loan Agent as existed prior to the commencement of the case under the
Bankruptcy Code or other Bankruptcy Law (junior in priority to the Liens securing such
Term Loan DIP Financing and the existing Liens in favor of the Term Loan Agent on the
Term Loan Priority Collateral but senior to the Liens of the Term Loan Agent (and the
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