Exhibit 10.2 NewPage - Executed ABL Agreement

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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 34
(d) Term Loan Agent and the other Term Loan Secured Parties may seek any form of adequate protection, and the Revolving Loan Agent or any other Revolving Loan Secured Party may contest the seeking or granting of any such adequate protection, except that neither Revolving Loan Agent nor any other Revolving Loan Secured Party shall contest (or support any other Person in contesting) any request by the Term Loan Agent or any other Term Loan Secured Party: (i) to obtain adequate protection in the form of the benefit of additional or replacement Liens on the Shared Collateral (including Proceeds thereof arising after the commencement of any Insolvency Proceeding), or additional or replacement collateral to secure the Term Loan Debt, in connection with any use of Term Loan Cash Collateral or any other Term Loan Priority Collateral or any Term Loan DIP Financing or use of Revolving Loan Cash Collateral or any other Revolving Loan Priority Collateral or any Revolving Loan DIP Financing as provided for in Section 6.2 above, (ii) to obtain adequate protection in the form of the benefit of additional or replacement Liens on the Shared Collateral (including Proceeds thereof arising after the commencement of any Insolvency Proceeding), or additional or replacement collateral to secure the Term Loan Debt, in connection with any such protection obtained by Revolving Loan Agent and the other Revolving Loan Secured Parties, so long as in each case, Revolving Loan Agent is also granted such additional or replacement Liens or additional or replacement collateral and such Liens of Term Loan Agent or any other Term Loan Secured Party are subordinated to the Liens securing the Revolving Loan Debt to the same extent as the Liens of Term Loan Agent and the other Term Loan Secured Parties on the Shared Collateral are subordinated to the Liens of Revolving Loan Agent and the other Revolving Loan Secured Parties hereunder, (iii) to obtain adequate protection in the form of reports, notices, inspection rights and similar forms of adequate protection to the extent granted to Revolving Loan Agent, and (iv) to obtain an administrative expense claim and/or a superpriority administrative expense claim so long as the Revolving Loan Secured Parties are also granted as adequate protection an administrative expense claim and/or a superpriority administrative expense claim; provided that the administrative expense claims and/or a superpriority administrative expense claims granted to the Term Loan Secured Parties and the Revolving Loan Secured Parties shall be pari passu. (e) Revolving Loan Agent and the other Revolving Loan Secured Parties may seek any form of adequate protection, and the Term Loan Agent or any other Term Loan Secured Party may contest the seeking or granting of any such adequate protection, except that neither Term Loan Agent nor any other Term Loan Secured Party shall contest (or support any other Person in contesting) any request by the Revolving Loan Agent or any other Revolving Loan Secured Party: CH\1408709.10 35
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EXECUTION VERSION CREDIT AGREEMENT
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SECTION 4.04 No Conflict...........
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SECTION 10.07 Severability ........
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“Administrative Incumbency Certif
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expiration of the time for delivery
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eorganization or liquidation of its
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Availability is greater than or equ
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a Lien on any real, personal or mix
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Agreements, any acquisition or any
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compensation charges and expenses,
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or any Lender Party in writing, or
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“Effective Date Mortgaged Propert
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amount of Accounts owing from such
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(ff) consists of Hazardous Material
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Section 4071 of ERISA in respect of
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such rate is not so published for a
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“Guarantor Subsidiary” means ea
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“Intercreditor Agreement” means
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“LC Disbursement” means a payme
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“Net Asset Sale Proceeds” means
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“Other Connection Taxes” means,
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(d) below, Borrower shall have take
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time minus that portion, if any, of
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governmental charges) with respect
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“Standby LC Exposure” means, at
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“Type”, when used in reference
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elating to the components of the Bo
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Loans to the Borrower, on behalf of
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Loans) shall transfer the amount of
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this paragraph to reimburse such Is
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which investments shall be made at
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SECTION 2.09 Termination and Reduct
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of prepayment of a Eurodollar Revol
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(a) the Administrative Agent determ
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e conclusive absent manifest error.
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(D) in the case of a Non-U.S. Lende
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first, to pay any fees, indemnities
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Lenders or the Issuing Banks hereun
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(v) if all or any portion of such D
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or subsequently issued or made Lett
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(at their expense) amend (and Admin
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Plan (other than objections to the
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Borrower has obtained a policy of f
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(t) No Default. As of the Effective
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Schedule 4.01, (b) has all requisit
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the underlying facts or related eve
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(“Environmental Permits”) and i
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Section 4221(e) of ERISA have not r
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have been reimbursed, each Credit P
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Affiliates from a Multiemployer Pla
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Credit Parties as any Co-Collateral
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Collateral under such policies of i
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(iii) as soon as practicable follow
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those concerning the actual or susp
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purposes of Section 6.06(d), Borrow
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Administrative Agent and (ii) both
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(a) Liens in favor of the Administr
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Schedule 6.03, and amendments, modi
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defeasance), or make similar paymen
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(f) Permitted Acquisitions permitte
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customary compensation, reimburseme
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with respect to any Contributing Gu
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emedy (whether arising under the Cr
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SECTION 7.07 Subordination of Other
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(b) Default in Other Agreements. (i
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satisfaction in full of all Obligat
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Each Agent may perform any and all
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JPMorgan Chase Bank, N.A. 500 Stant
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any Guarantor from its obligation u
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(4) taxes, fees and other charges f
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(A) except in the case of an assign
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2.17 (subject to the requirements a
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(b) Each Credit Party hereby irrevo
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INFORMATION IN ACCORDANCE WITH ITS
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COMMITMENT SCHEDULE LENDER COMMITME
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5. Credit Agreement: The Credit Agr
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JPMORGAN CHASE BANK, N.A., as Admin
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3. General Provisions. This Assignm
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EXHIBIT B Page 2 of 4 Officer’s C
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NewPage Corporation Borrowing Base
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COMPLIANCE CERTIFICATE EXHIBIT C To
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SCHEDULE I Fixed Charge Coverage Ra
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(f) (1) non-Cash compensation charg
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in each case, to the extent that su
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(k) policies are in accordance with
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ANNEX C TO SCHEDULE I TO COMPLIANCE
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Borrower’s Applicable Rate Calcul
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5. Each Credit Party has requested
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Related Agreements and the Confirma
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EXHIBIT F-2 SOLVENCY CERTIFICATE De
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EXHIBIT G EXISTING LETTERS OF CREDI
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S-951874 Standby Letter of Credit A
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WF SM232551 Standby Letter of Credi
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EXHIBIT I MORTGAGE [Separately Atta
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WHEREAS, the relative rights and ob
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IN WITNESS WHEREOF, the undersigned
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EXHIBIT A TO LANDLORD PERSONAL PROP
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EXHIBIT K INTERCOMPANY NOTE Note Nu
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Page 212 and 213: account of any of the Revolving Sec
Page 214 and 215: IN WITNESS WHEREOF, each Payor has
Page 216 and 217: Schedule A TRANSACTIONS UNDER PROMI
Page 218 and 219: ESCANABA PAPER COMPANY By: Name: Ti
Page 220 and 221: 3. The address of the New Subsidiar
Page 222 and 223: EXHIBIT N INTERCREDITOR AGREEMENT [
Page 224 and 225: TABLE OF CONTENTS Section Page Sect
Page 226 and 227: 11.14 Authorization ...............
Page 228 and 229: NOW, THEREFORE, in consideration of
Page 230 and 231: “Discharge of Term Loan Debt” s
Page 232 and 233: “Purchasing Term Loan Secured Par
Page 234 and 235: the total voting power of shares of
Page 236 and 237: “shall”. Unless the context req
Page 238 and 239: 2.5 Affiliate Obligations. The part
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Page 242 and 243: (B) the Revolving Loan Standstill P
Page 244 and 245: Collateral), or the validity or enf
Page 246 and 247: (vi) exercise all other rights and
Page 248 and 249: Loan Agent with respect thereto. It
Page 250 and 251: (i) first, to the Term Loan Debt an
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Page 254 and 255: favor of any other person or any or
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Page 262 and 263: (i) to obtain adequate protection i
Page 264 and 265: Parties shall not be deemed to have
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Page 274 and 275: (ii) increase the “Applicable Mar
Page 276 and 277: Parties, agree, in connection with
Page 278 and 279: OF THE PARTIES HERETO WAIVES ANY RI
Page 280 and 281: 11.12 Section Titles; Time Periods.
Page 282 and 283: ACKNOWLEDGMENT AND AGREEMENT Each o
Page 284 and 285: RUMFORD PAPER COMPANY By: Name: Tit
Page 286 and 287: foregoing and substitutions, replac
Page 288 and 289: IN WITNESS WHEREOF, the Additional
Page 290 and 291: NewPage Corporation Real Property l
Page 304 and 305: Notwithstanding the foregoing, the
Page 306 and 307: 7206/54832-001 current/33810767v1
Page 308 and 309: Rumford, ME Mill The property descr
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Wickliffe, KY Mill The property des
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thence, continuing generally parall
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Beginning at a point where the nort
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SCHEDULE 4.01 JURISDICTIONS OF ORGA
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ISSUER OWNER / HOLDER TYPE OF INTER
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ISSUER OWNER / HOLDER TYPE OF INTER
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SCHEDULE 4.11 PAYMENT OF TAXES None
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NewPage Corporation Real Property l
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SCHEDULE 4.13 ENVIRONMENTAL MATTERS
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SCHEDULE 4.15 MATERIAL CONTRACTS 1.
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SCHEDULE 4.26 INSURANCE See attache
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NewPage Corporation Schedule of Ins
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SCHEDULE 6.01 EXISTING INDEBTEDNESS
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SCHEDULE 6.03 CERTAIN NEGATIVE PLED
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SCHEDULE 6.06 CERTAIN INVESTMENTS 1
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Exhibit 10.2 NewPage - Executed ABL Agreement

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