Exhibit 10.2 NewPage - Executed ABL Agreement

treat the applicable Commitments of the extending Lenders as a new “Class” of loans
and/or commitments hereunder; provided however, no Extension Amendment may
provide for any Class of Extended Commitments to be secured by any Collateral or other
assets of any Credit Party that does not also secure the Existing Loans;
(iii) all documentation in respect of such Extension shall be consistent
with the foregoing, and all written communications by Borrower generally directed to the
applicable Lenders under the applicable Class in connection therewith shall be in form
and substance consistent with the foregoing and otherwise reasonably satisfactory to
Administrative Agent; and
(iv) no Extension shall become effective unless, on the proposed
effective date of such Extension, (x) no Default or Event of Default shall exist on such
date before or after giving effect to such Extension, (y) both before and after giving effect
to such Extension, the representations and warranties contained herein and in the other
Credit Documents shall be true and correct in all material respects on and as of such date
to the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material respects on
and as of such earlier date; provided that, in each case, such materiality qualifier shall not
be applicable to any representations and warranties that already are qualified or modified
by materiality in the text thereof, and (z) Administrative Agent shall have received a
certificate certifying as to the conditions set forth in the foregoing clauses (x) and (y)
dated the applicable date of such Extension and executed by an Authorized Officer of
Borrower.
(d) For the avoidance of doubt, it is understood and agreed that the provisions
of Section 2.18 and Section 10.02 will not apply to Extensions of Commitments pursuant to
Extension Offers made pursuant to and in accordance with the provisions of this Section 2.23,
including to any payment of interest or fees in respect of any Extended Commitments that have
been extended pursuant to an Extension at a rate or rates different from those paid or payable in
respect of Loans of any other Class, in each case as is set forth in the relevant Extension
Amendment.
(e) No Lender who rejects any request for an Extension shall be deemed a
Non-Consenting Lender for purposes of Section 10.02(d); provided, however, that if so
requested by Borrower in an Extension Offer, Required Lenders may approve an amendment
to have such Lenders be deemed Non-Consenting Lenders and subject to the terms and
conditions of Section 10.02(d).
(f) The Lenders hereby irrevocably authorize Administrative Agent to enter
into amendments (collectively, “Extension Amendments”) to this Agreement and the other
Credit Documents as may be necessary in order to establish new Classes of Commitments
created pursuant to an Extension, in each case on terms consistent with this Section 2.23. All
such Extension Amendments entered into with Borrower by Administrative Agent that has
been consented by the Required Lenders hereunder shall be binding on the Lenders. Without
limiting the foregoing, in connection with any Extension, (i) the appropriate Credit Parties shall
CH\1416587.18
75