Exhibit 10.2 NewPage - Executed ABL Agreement

adequate protection on the same basis as the other Liens on Revolving Priority Collateral
securing the Term Loan Debt are so subordinated to the Liens on Revolving Loan
Priority Collateral securing the Revolving Loan Debt under this Agreement.
(iii) if any or all of the Term Loan Secured Parties are granted
adequate protection in the form of additional collateral in connection with any use of
Term Loan Cash Collateral or other Term Loan Priority Collateral or a Term Loan DIP
Financing and such additional collateral is the type of asset or property that would
constitute Term Loan Priority Collateral, then (A) the Revolving Loan Agent, on behalf
of itself or any of the Revolving Loan Secured Parties, may seek or request adequate
protection in the form of a Lien on such additional collateral, which Lien will be
subordinated to the Liens securing the Term Loan Debt and any Term Loan DIP
Financing (and all obligations relating thereto) on the same basis as the other Liens on
Term Loan Priority Collateral securing the Revolving Loan Debt are so subordinated to
the Liens on Term Loan Priority Collateral securing the Term Loan Debt under this
Agreement and (B) subject to clause (iv) below, the Term Loan Agent, on behalf of itself
and the other Term Loan Secured Parties, agrees that none of them shall contest (or
support any other Person contesting) (1) any request by the Revolving Loan Agent or any
other Revolving Loan Secured Party for adequate protection pursuant to the preceding
clause (A) or (2) any objection to any motion, relief, action or proceeding, which
objection is in support of a request for adequate protection pursuant to the preceding
clause (A); and
(iv) in the event the Revolving Loan Agent, on behalf of itself or
any other Revolving Loan Secured Parties, seeks or requests adequate protection in
respect of Revolving Loan Debt and such adequate protection is granted in the form of
additional collateral of a type of asset or property that would constitute Term Loan
Priority Collateral, then the Revolving Loan Agent, on behalf of itself and the other
Revolving Loan Secured Parties, agrees that the Term Loan Agent shall also be granted a
Lien on such additional collateral as security for the Term Loan Debt and any Term Loan
DIP Financing and that any Lien on such additional collateral securing the applicable
Revolving Loan Debt shall be subordinated to the Lien on such collateral securing the
Term Loan Debt or any Term Loan DIP Financing (and all obligations relating thereto)
and to any other Liens granted to the Term Loan Secured Parties as adequate protection
on the same basis as the other Liens on Term Priority Collateral securing the Revolving
Loan Debt are so subordinated to the Liens on Term Loan Priority Collateral securing the
Term Loan Debt under this Agreement.
(c) Except as otherwise provided in this Section 6.4, (A) no Revolving
Loan Secured Party may seek or assert any right it may have for adequate protection of its
interest in the Term Loan Priority Collateral without the prior written consent of the requisite
Term Loan Lenders under the Term Loan Agreement, and (B) no Term Loan Secured Party may
seek or assert any right it may have for adequate protection of its interest in the Revolving Loan
Priority Collateral without the written consent of the requisite Revolving Loan Lenders under the
Revolving Loan Agreement.
CH\1408709.10
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