Exhibit 10.2 NewPage - Executed ABL Agreement

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ISSUER OWNER / HOLDER TYPE OF INTEREST CERT. NO(S). NUMBER OF SHARES/ INTERESTS PERCENTAGE OF ALL ISSUED CAPITAL OR OTHER EQUITY INTERESTS OF ISSUER Upland Resources, Inc. NewPage Corporation Common Stock 11 1,000,000 100 Wickliffe Paper Company LLC NewPage Corporation Membership Interest 1 N/A 100 NewPage Consolidated Papers Inc. NewPage Corporation Common Stock 7 2259 100 NewPage Wisconsin System Inc. NewPage Consolidated Papers Inc. Common Stock 4 200 100 NewPage Canadian Sales LLC NewPage Wisconsin System Inc. Common Shares Class A Common Shares Series 1 3 3 100 1,060,000 100 NewPage Port Hawkesbury Holding LLC NewPage Consolidated Papers Inc. Membership Interest 2 100 100 4.2-2
C. Ownership Interests (after giving effect to the consummation of the transactions contemplated by the Credit Agreement and the Related Agreements to occur on the Effective Date) 5 ISSUER OWNER / HOLDER TYPE OF INTEREST CERT. NO(S). NUMBER OF SHARES/ INTERESTS PERCENTAGE OF ALL ISSUED CAPITAL OR OTHER EQUITY INTERESTS OF ISSUER NewPage Corporation NewPage Investment Company LLC Common Stock 2 100 100 Chillicothe Paper Inc. NewPage Corporation Common Stock 2 100 100 Escanaba Paper Company NewPage Corporation Common Stock 5 100 100 Escanaba Wood Supply Inc. Escanaba Paper Company Common Stock 2 100 100 Luke Paper Company NewPage Corporation Common Stock 4 100 100 Rumford Paper Company NewPage Corporation Common Stock 5 200 100 Rumford GIPOP Inc. NewPage Corporation Common Stock 2 100 100 NewPage Energy Services LLC NewPage Corporation Membership Interest 1 N/A 100 Upland Resources, Inc. NewPage Corporation Common Stock 12 1,000,000 100 Wickliffe Paper Company LLC NewPage Corporation Membership Interest 2 N/A 100 5 After giving effect to the mergers pursuant to the Reorganization Plan on the Effective Date. 4.2-3
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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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“shall”. Unless the context req
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2.5 Affiliate Obligations. The part
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owe all or a material portion of th
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(B) the Revolving Loan Standstill P
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Collateral), or the validity or enf
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(vi) exercise all other rights and
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Loan Agent with respect thereto. It
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(i) first, to the Term Loan Debt an
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as the case may be, such amount app
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favor of any other person or any or
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any order with respect to the use o
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the Revolving Loan Secured Parties
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adequate protection on the same bas
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(i) to obtain adequate protection i
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Parties shall not be deemed to have
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all rights under deposit account co
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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
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 320 and 321: ISSUER OWNER / HOLDER TYPE OF INTER
Page 322 and 323: SCHEDULE 4.11 PAYMENT OF TAXES None
Page 360 and 361: SCHEDULE 4.13 ENVIRONMENTAL MATTERS
Page 362 and 363: SCHEDULE 4.15 MATERIAL CONTRACTS 1.
Page 364 and 365: SCHEDULE 4.26 INSURANCE See attache
Page 366 and 367: 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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