Exhibit 10.2 NewPage - Executed ABL Agreement

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OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO. 11.7 Notices. All notices to the Term Loan Secured Parties and the Revolving Loan Secured Parties permitted or required under this Agreement may be sent to Term Loan Agent and Revolving Loan Agent, respectively. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, electronically mailed or sent by courier service, facsimile transmission or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a facsimile transmission or electronic mail or four (4) Business Days after deposit in the U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth below, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties. Revolving Loan Agent: JPMorgan Chase Bank, N.A. 500 Stanton Christiana Rd. Newark, DE 19713 Attention: Tesfaye Anteneh Facsimile No: 302-634-1417 Email: tesfaye.a.anteneh@jpmorgan.com, ib.cbc@jpmorgan.com, 12012443630@tls.ldsprod.com with a copy to: JPMorgan Chase Bank, N.A. 383 Madison Ave, Floor 24 New York, NY 10179 Attention: Peter Predun Facsimile No: 212-270-7005 Email: peter.predun@jpmorgan.com With a copy to (which shall not constitute notice): Term Loan Agent: Latham & Watkins LLP 233 S. Wacker Drive, Suite 5800 Chicago, IL 60606 Attention: Jim Doran Facsimile: 312.993.9767 Email: James.Doran@lw.com Barclays Bank PLC 745 7th Avenue, 27th floor New York, NY 10019 Attention: Patrick Kerner CH\1408709.10 52
Email: Patrick.kerner@barclays.com With a copy to (which shall not constitute notice): Latham & Watkins LLP 233 S. Wacker Drive, Suite 5800 Chicago, IL 60606 Attention: Brad Kotler Facsimile: 312.993.9767 Email: Bradley.Kotler@lw.com 11.8 Further Assurances. (a) Term Loan Agent agrees that it shall, for itself and on behalf of the Term Loan Secured Parties, take such further action and shall execute and deliver to Revolving Loan Agent such additional documents and instruments (in recordable form, if requested) as Revolving Loan Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by this Agreement. (b) Revolving Loan Agent agrees that it shall, for itself and on behalf of the Revolving Loan Secured Parties, take such further action and shall execute and deliver to Term Loan Agent such additional documents and instruments (in recordable form, if requested) as Term Loan Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by this Agreement. 11.9 Governing Law. The validity, construction and effect of this Agreement shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or any other rule of law that would result in the application of the law of any jurisdiction other than the laws of the State of New York. 11.10 Binding on Successors and Assigns. This Agreement shall be binding upon Revolving Loan Agent, the other Revolving Loan Secured Parties, Term Loan Agent, the other Term Loan Secured Parties, Grantors and their respective permitted successors and assigns. 11.11 Specific Performance. (a) Revolving Loan Agent may demand specific performance of this Agreement. Term Loan Agent, for itself and on behalf of the Term Loan Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by Revolving Loan Agent. (b) Term Loan Agent may demand specific performance of this Agreement. Revolving Loan Agent, for itself and on behalf of the Revolving Loan Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by Term Loan Agent. CH\1408709.10 53
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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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that is a Revolving Credit Party ma
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account of any of the Revolving Sec
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IN WITNESS WHEREOF, each Payor has
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Schedule A TRANSACTIONS UNDER PROMI
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ESCANABA PAPER COMPANY By: Name: Ti
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3. The address of the New Subsidiar
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EXHIBIT N INTERCREDITOR AGREEMENT [
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TABLE OF CONTENTS Section Page Sect
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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
Page 252 and 253: as the case may be, such amount app
Page 254 and 255: favor of any other person or any or
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Page 260 and 261: adequate protection on the same bas
Page 262 and 263: (i) to obtain adequate protection i
Page 264 and 265: Parties shall not be deemed to have
Page 266 and 267: all rights under deposit account co
Page 268 and 269: hereunder, and each Revolving Loan
Page 270 and 271: shall have closed within five (5) B
Page 272 and 273: extensions of credit made or deemed
Page 274 and 275: (ii) increase the “Applicable Mar
Page 276 and 277: Parties, agree, in connection with
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
Page 310 and 311: Wickliffe, KY Mill The property des
Page 312 and 313: thence, continuing generally parall
Page 314 and 315: Beginning at a point where the nort
Page 316 and 317: SCHEDULE 4.01 JURISDICTIONS OF ORGA
Page 318 and 319: ISSUER OWNER / HOLDER TYPE OF INTER
Page 320 and 321: ISSUER OWNER / HOLDER TYPE OF INTER
Page 322 and 323: 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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