Exhibit 10.2 NewPage - Executed ABL Agreement

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11.12 Section Titles; Time Periods. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement. 11.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by facsimile transmission or electronic transmission (in pdf format) shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable. 11.14 Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. 11.15 No Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and their respective successors and assigns and shall inure to the benefit of each of the holders of Revolving Loan Debt and Term Loan Debt. No other Person shall have or be entitled to assert rights or benefits hereunder. 11.16 Additional Grantors. NewPageCo, Holdings and the other Guarantors shall cause each of their Subsidiaries that becomes a Grantor in respect of any Shared Collateral to acknowledge and consent to the terms of this Agreement by causing such Subsidiary to execute and deliver to the parties hereto a Grantor Joinder, substantially in the form of Annex B hereto, pursuant to which such Subsidiary shall agree to be bound by the terms of the attached Acknowledgment and Agreement to the same extent as if it had executed and delivered same as of the date hereof. [signature pages follow] CH\1408709.10 54
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. REVOLVING LOAN AGENT JPMORGAN CHASE BANK, N.A., as Revolving Loan Agent By: Name: Title: TERM LOAN AGENT BARCLAYS BANK PLC, as Term Loan Agent By: Name: Title: Intercreditor Agreement CH\1408709.10
Page 1 and 2:
EXECUTION VERSION CREDIT AGREEMENT
Page 3 and 4:
SECTION 4.04 No Conflict...........
Page 5 and 6:
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
Page 29 and 30:
Section 4071 of ERISA in respect of
Page 31 and 32:
such rate is not so published for a
Page 33 and 34:
“Guarantor Subsidiary” means ea
Page 35 and 36:
“Intercreditor Agreement” means
Page 37 and 38:
“LC Disbursement” means a payme
Page 39 and 40:
“Net Asset Sale Proceeds” means
Page 41 and 42:
“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
Page 47 and 48:
governmental charges) with respect
Page 49 and 50:
“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 [
Page 224 and 225:
TABLE OF CONTENTS Section Page Sect
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11.14 Authorization ...............
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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
Page 240 and 241: owe all or a material portion of th
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
Page 256 and 257: any order with respect to the use o
Page 258 and 259: the Revolving Loan Secured Parties
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 278 and 279: OF THE PARTIES HERETO WAIVES ANY RI
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
Page 372 and 373:
SCHEDULE 6.06 CERTAIN INVESTMENTS 1
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Exhibit 10.2 NewPage - Executed ABL Agreement

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