Exhibit 10.2 NewPage - Executed ABL Agreement

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foregoing and substitutions, replacements, accessions, products and proceeds (including, without limitation, insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) of any or all of the foregoing. Notwithstanding anything to the contrary in the foregoing, Revolving Loan Priority Collateral shall not consist of any identifiable proceeds of Term Loan Priority Collateral (it being understood and agreed, however, all cash and funds, securities entitlements and securities and other property held in or credited to any deposit or securities account other than the Term Loan Asset Proceeds Account shall be deemed, unless the Revolving Loan Agent has actual knowledge to the contrary, to be the proceeds of Revolving Loan Priority Collateral rather than Term Loan Priority Collateral). CH\1408709.10
Annex B to Intercreditor Agreement Form of Grantor Joinder Reference is made to that certain Intercreditor Agreement, dated as of [___________], 2012 (as amended, amended and restated, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Intercreditor Agreement”), between JPMorgan Chase Bank, N.A., in its capacity as agent for the Revolving Loan Secured Parties (in such capacity, the “Revolving Loan Agent”) and Barclays Bank PLC, in its capacity as agent for the Term Loan Secured Parties (in such capacity, “Term Loan Agent”). Capitalized terms used herein without definition shall have the meaning assigned thereto in the Intercreditor Agreement. This Grantor Joinder, dated as of __________, 20__ (this “Grantor Joinder”), is being delivered pursuant to Section 11.16 of the Intercreditor Agreement. The undersigned, __________, a __________ (the “Additional Grantor”), hereby agrees to become a party to the Intercreditor Agreement as a Grantor thereunder, for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the Additional Grantor had executed and delivered the Intercreditor Agreement as of the date thereof. This Grantor Joinder may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. THIS GRANTOR JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The provisions of Section 11 of the Intercreditor Agreement shall apply with like effect to this Grantor Joinder. [Signature Pages Follow] CH\1408709.10
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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 ...............
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NOW, THEREFORE, in consideration of
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“Discharge of Term Loan Debt” s
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“Purchasing Term Loan Secured Par
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the total voting power of shares of
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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
Page 256 and 257: any order with respect to the use o
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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 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 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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