Exhibit 10.2 NewPage - Executed ABL Agreement

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“Applicable Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure, Swingline Loans, a percentage equal to a fraction (i) the numerator of which is such Lender’s Commitment and the denominator of which is the aggregate Commitments or (ii) if the Commitments have terminated or expired, the numerator of which is such Lender’s Revolving Exposure and the denominator of which is the Aggregate Revolving Exposures at that time; and (b) with respect to Protective Advances, a percentage equal to a fraction the numerator of which is the sum of such Lender’s Credit Exposure and its unused Commitment and the denominator of which is the sum of the Aggregate Credit Exposure and the unused Commitments of all Lenders; provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment or Revolving Exposure or Credit Exposure, as applicable, shall be disregarded in the calculations of the Applicable Percentage under clauses (a) and (b) above. “Applicable Rate” means, for any day, with respect to any Loan, or with respect to the letter of credit fee payable pursuant to Section 2.12(b)(i), as the case may be, the applicable rate per annum set forth below under the caption “Revolver ABR Spread” and “Revolver Eurodollar Spread and Letter of Credit Fee ”, as the case may be, based upon the Borrower’s average daily Availability for the immediately preceding calendar quarter, provided that through and including the last day of the first two (2) full calendar quarters ending after the Effective Date, the “Applicable Rate” shall be the applicable rate per annum set forth below in Category 2: Average Daily Availability Category 1 > $218,750,000 Category 2 < 218,750,000 but > 87,500,000 Category 3 < 87,500,000 Revolver ABR Spread 0.75% 1.75% 1.00% 2.00% 1.25% 2.25% Revolver Eurodollar Spread and Letter of Credit Fee For purposes of the foregoing, (a) the Applicable Rate with respect to any calendar quarter shall be determined as of the end of the immediately preceding calendar quarter of the Borrower based upon average daily Availability for such immediately preceding calendar quarter, as calculated by the Administrative Agent as of the last day of such calendar quarter and (b) each change in the Applicable Rate resulting from a change in the average daily Availability shall be made on a quarterly basis and shall be effective on the first day of each calendar quarter, provided that the average daily Availability shall be deemed to be in Category 3 at the option of the Administrative Agent or at the request of the Required Lenders if the Borrower fails to deliver the Borrowing Base Certificate pursuant to Section 5.01(n)(i) during the period from the CH\1416587.18 3
expiration of the time for delivery thereof until one Business Day after such Borrowing Base Certificate is delivered. “Approved Fund” has the meaning assigned to such term in Section 10.04. “Arrangers” means each of J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Wells Fargo Bank, National Association and Barclays Bank PLC “Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than Holdings, Borrower or any Guarantor Subsidiary), in one transaction or a series of transactions, of all or any part of Holdings’ or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the Equity Interests of any of Holdings’ Subsidiaries, other than (i) Inventory (or other assets) sold, leased or licensed out in the ordinary course of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued), (ii) sales, leases or licenses out of obsolete, worn out or surplus assets, (iii) the unwinding of any Hedge <strong>Agreement</strong>, (iv) the lapse of or abandonment in the ordinary course of business of any registrations or applications for registration of any Intellectual Property that are immaterial to the business of the Credit Parties and their respective Subsidiaries, taken as a whole, (v) dispositions of accounts receivable in connection with the collection or compromise thereof other than in connection with a financing transaction, (vi) sales, leases or licenses out of other assets for aggregate consideration of less than $15,000,000 in the aggregate during any Fiscal Year, and (vii) the issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary. “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of <strong>Exhibit</strong> A or any other form approved by the Administrative Agent. “Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president, vice president (or the equivalent thereof), chief financial officer, chief accounting officer or treasurer of such Person; provided that the secretary or assistant secretary of such Person shall have delivered an incumbency certificate to Administrative Agent as to the authority of such Authorized Officer. “Availability” means, at any time, an amount equal to (a) the lesser of (i) the aggregate Commitments and (ii) the Borrowing Base minus (b) the Aggregate Revolving Exposure. “Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination in full of the Commitments. “Available Commitment” means, at any time, with respect to any Lender, the aggregate Commitments of such Lender minus the Revolving Exposure (calculated, with respect to any CH\1416587.18 4
Page 1 and 2: EXECUTION VERSION CREDIT AGREEMENT
Page 3 and 4: SECTION 4.04 No Conflict...........
Page 5 and 6: SECTION 10.07 Severability ........
Page 7: “Administrative Incumbency Certif
Page 11 and 12: eorganization or liquidation of its
Page 13 and 14: Availability is greater than or equ
Page 15 and 16: a Lien on any real, personal or mix
Page 17 and 18: Agreements, any acquisition or any
Page 19 and 20: compensation charges and expenses,
Page 21 and 22: or any Lender Party in writing, or
Page 23 and 24: “Effective Date Mortgaged Propert
Page 25 and 26: amount of Accounts owing from such
Page 27 and 28: (ff) consists of Hazardous Material
Page 29 and 30: Section 4071 of ERISA in respect of
Page 31 and 32: such rate is not so published for a
Page 33 and 34: “Guarantor Subsidiary” means ea
Page 35 and 36: “Intercreditor Agreement” means
Page 37 and 38: “LC Disbursement” means a payme
Page 39 and 40: “Net Asset Sale Proceeds” means
Page 41 and 42: “Other Connection Taxes” means,
Page 43 and 44: (d) below, Borrower shall have take
Page 45 and 46: time minus that portion, if any, of
Page 47 and 48: governmental charges) with respect
Page 49 and 50: “Standby LC Exposure” means, at
Page 51 and 52: “Type”, when used in reference
Page 53 and 54: elating to the components of the Bo
Page 55 and 56: Loans to the Borrower, on behalf of
Page 57 and 58: 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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hereunder, and each Revolving Loan
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shall have closed within five (5) B
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extensions of credit made or deemed
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(ii) increase the “Applicable Mar
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Parties, agree, in connection with
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OF THE PARTIES HERETO WAIVES ANY RI
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11.12 Section Titles; Time Periods.
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ACKNOWLEDGMENT AND AGREEMENT Each o
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RUMFORD PAPER COMPANY By: Name: Tit
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foregoing and substitutions, replac
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IN WITNESS WHEREOF, the Additional
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NewPage Corporation Real Property l
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Notwithstanding the foregoing, the
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7206/54832-001 current/33810767v1
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Rumford, ME Mill The property descr
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Wickliffe, KY Mill The property des
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thence, continuing generally parall
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Beginning at a point where the nort
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SCHEDULE 4.01 JURISDICTIONS OF ORGA
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ISSUER OWNER / HOLDER TYPE OF INTER
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ISSUER OWNER / HOLDER TYPE OF INTER
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SCHEDULE 4.11 PAYMENT OF TAXES None
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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
Page 372 and 373:
SCHEDULE 6.06 CERTAIN INVESTMENTS 1
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Exhibit 10.2 NewPage - Executed ABL Agreement

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