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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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“Guarantor Subsidiary” means each Guarantor other than Holdings.<br />

“Guaranty” means Article VII of this <strong>Agreement</strong>.<br />

“Hazardous Materials” means any chemical, material or substance, exposure to which is<br />

prohibited, limited or regulated by any Governmental Authority because of its potential to pose a<br />

hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any<br />

Facility or to the indoor or outdoor environment.<br />

“Hazardous Materials Activity” means any past, current, proposed or threatened activity,<br />

event or occurrence involving any Hazardous Materials, including the use, manufacture,<br />

possession, storage, holding, presence, existence, location, Release, threatened Release,<br />

discharge, placement, generation, transportation, processing, construction, treatment, abatement,<br />

removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any<br />

corrective action or response action with respect to any of the foregoing.<br />

“Hedge <strong>Agreement</strong>” means an Interest Rate <strong>Agreement</strong> or a Currency <strong>Agreement</strong>.<br />

“Historical Financial Statements” means as of the Effective Date, (i) the audited financial<br />

statements of Borrower and its subsidiaries, for the immediately preceding three Fiscal Years,<br />

consisting of consolidated balance sheets and the related consolidated statements of income,<br />

stockholders’ equity and cash flows for such Fiscal Years, and (ii) the unaudited financial<br />

statements of Borrower and its Subsidiaries as of September 30, 2012, consisting of a<br />

consolidated balance sheet and the related consolidated statements of income, stockholders’<br />

equity and cash flows for the nine-month period ending on such date.<br />

“Holdings” means <strong>NewPage</strong> Investment Company LLC, a Delaware limited liability<br />

company.<br />

“Immaterial Subsidiary” means any Subsidiary of Borrower (including any Foreign<br />

Subsidiary) that has been designated by Borrower as an “Immaterial Subsidiary” for purposes of<br />

this <strong>Agreement</strong> in a written certificate delivered to the Administrative Agent and executed by an<br />

Authorized Officer of Holdings; provided that at no time shall (A) (i) the Consolidated Total<br />

Assets of any Immaterial Subsidiary (as determined as of the last day of the most recently ended<br />

Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or<br />

5.01(b), as applicable (or prior to the first such delivery, as of December 31, 2012)) equal or<br />

exceed 5% or, together with all other Immaterial Subsidiaries and their Subsidiaries, 10% of the<br />

Consolidated Total Assets of Holdings and its Subsidiaries at such date, or (ii) the consolidated<br />

gross revenues of such Subsidiary for the four Fiscal Quarter period ending on the last day of the<br />

most recently ended Fiscal Quarter for which financial statements have been delivered pursuant<br />

to Section 5.01(a) or 5.01(b), as applicable (or prior to the first such delivery, as of December 31,<br />

2012) equal or exceed 5% or, together with all other Immaterial Subsidiaries and their<br />

Subsidiaries, 10% of the consolidated gross revenues of Holdings and its Subsidiaries for such<br />

period, in each case determined in accordance with GAAP, or (B) any Immaterial Subsidiary<br />

own any Material Real Estate Asset; provided, that on the Effective Date, Chillicothe Paper Inc.,<br />

<strong>NewPage</strong> Energy Services LLC, Upland Resources, Inc. and Rumford GIPOP Inc. shall be<br />

Immaterial Subsidiaries.<br />

CH\1416587.18<br />

28

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