Exhibit 10.2 NewPage - Executed ABL Agreement

etween the Borrower and the other Credit Parties, on the one hand, and the Administrative
Agent and the Lenders, on the other hand, the Administrative Agent and the Lenders shall have
the continuing and exclusive right to apply and reverse and reapply any and all such proceeds
and payments to any portion of the Secured Obligations.
(c) At the election of the Administrative Agent, all payments of principal, interest,
LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all
reimbursement for fees and expenses pursuant to Section 10.03), and other sums payable under
the Credit Documents, may be paid from the proceeds of Borrowings made hereunder whether
made following a request by the Borrower pursuant to Section 2.03 or a deemed request as
provided in this Section or may be deducted from any Deposit Account of the Borrower
maintained with the Administrative Agent. The Borrower hereby irrevocably authorizes (i) the
Administrative Agent to make a Borrowing for the purpose of paying each payment of principal,
interest and fees as it becomes due hereunder or any other amount due under the Credit
Documents and agrees that all such amounts charged shall constitute Loans (including Swingline
Loans, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs,
fees and expenses as described in Section 10.03) and that all such Borrowings shall be deemed to
have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable, and (ii) the
Administrative Agent to charge any Deposit Account of the Borrower maintained with the
Administrative Agent for each payment of principal, interest and fees as it becomes due
hereunder or any other amount due under the Credit Documents.
(d) If, except as otherwise expressly provided herein, any Lender shall, by exercising
any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or participations in LC Disbursements resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its Loans and participations
in LC Disbursements and accrued interest thereon than the proportion received by any other
similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Loans and participations in LC Disbursements of other
Lenders to the extent necessary so that the benefit of all such payments shall be shared by all
such Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Loans and participations in LC Disbursements; provided that (i) if any
such participations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price restored to the extent of
such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to
apply to any payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations in LC Disbursements
to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such participation.
(e) Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the
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