Exhibit 10.2 NewPage - Executed ABL Agreement

first, to pay any fees, indemnities, or expense reimbursements including amounts then
due to the Administrative Agent and the Issuing Banks from the Borrower (other than in
connection with Banking Services or Designated Hedge Obligations),
second, to pay any fees, indemnities or expense reimbursements then due to the Lenders
from the Borrower (other than in connection with Banking Services or Designated Hedge
Obligations),
third, to pay interest due in respect of the Protective Advances,
fourth, to pay the principal of the Protective Advances,
fifth, to pay interest then due and payable on the Loans (other than the Protective
Advances) ratably,
sixth, to pay principal on the Loans (other than the Protective Advances) and
unreimbursed LC Disbursements ratably,
seventh, to pay an amount to the Administrative Agent equal to one hundred five percent
(105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the
aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such
Obligations,
eighth, to payment of any amounts owing with respect to Priority Banking Services
Obligations up to and including the amount most recently provided to the Administrative Agent
pursuant to Section 2.22 but in no event in excess of the Maximum Banking Priority Amount
designated for such Priority Banking Services Obligations and Designated Hedge Obligations up
to and including the amount most recently provided to the Administrative Agent pursuant to
Section 2.22 but in no event in excess of the Maximum Hedge Priority Amount designated for
such Priority Hedge Obligations,
ninth to payment of any other amounts owing with respect to Banking Services
Obligations up to and including the amount most recently provided to the Administrative Agent
pursuant to Section 2.22 (including the amounts of Priority Banking Services Obligations in
excess of the Maximum Banking Services Amount) and other Designated Hedge Obligations up
to and including the amount most recently provided to the Administrative Agent pursuant to
Section 2.22 (including the amounts of Priority Hedge Obligations in excess of the Maximum
Hedge Priority Amounts), and
tenth, to the payment of any other Secured Obligation due to the Administrative Agent or
any Secured Party by the Borrower.
Notwithstanding anything to the contrary contained in this Agreement, unless so directed
by the Borrower, or unless a Default is in existence, neither the Administrative Agent nor any
Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a)
on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the
extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the
Borrower shall pay the break funding payment required in accordance with Section 2.16. As
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