Exhibit 10.2 NewPage - Executed ABL Agreement

Plan (other than objections to the amount or terms of the monetary consideration
(including, without limitation, Cash, debt, equity, or trust interests) to be distributed
pursuant to the Reorganization Plan to any of the Arrangers, the Administrative Agent,
the Lenders or their respective affiliates on account of their prepetition claims against any
of the Debtors) could materially adversely affect the rights or interests of any or all of the
Arrangers, the Administrative Agent, the Lenders and their respective affiliates.
(iii) The Confirmation Order shall approve the funding of the Loans and
the issuance of the Letters of Credit and all other transactions contemplated by this
Agreement, shall be in full force and effect and shall not have been stayed, reversed or
vacated, or otherwise amended or modified in any manner that the Arrangers determine
in good faith is materially adverse to the rights or interests of any or all of the
Administrative Agent and Lenders or their respective affiliates unless the Arrangers have
so consented in writing.
(iv) All conditions precedent to the effectiveness of the Reorganization
Plan (other than (i) the occurrence of the Effective Date and any other conditions that are
to be satisfied simultaneously with the occurrence of the Effective Date and (ii) any other
conditions precedent that are waived in accordance with the terms of the Reorganization
Plan so long as any such waiver does not materially adversely affect the rights and
interest of any or all of the Administrative Agent and the Lenders in their capacities as
such (as determined in good faith by the Arrangers) unless the Arrangers have so
consented in writing) shall have been satisfied, and the Reorganization Plan shall have, or
contemporaneously with the funding of the Loans the Reorganization Plan shall, become
effective, and all transactions contemplated by the Reorganization Plan to be
consummated on the effective date of the Reorganization Plan (other than any
transactions that do not materially adversely affect the rights and interest of any or all of
the Administrative Agent and the Lenders in their capacities as such (as determined in
good faith by the Arrangers)) shall have been substantially consummated.
(e)
Consummation of Transactions Contemplated by Related Agreements.
(i) The Administrative Agent and the Arrangers shall each have received
evidence reasonably satisfactory to the Administrative Agent that the transactions
contemplated by the Term Credit Agreement have closed and the loans under the Term
Credit Agreement shall have been, or substantially concurrently with the effectiveness of
this Agreement will be, made available to the Borrower and its Subsidiaries.
(ii) The Administrative Agent and the Arrangers shall each have received
a fully executed or conformed copy of each Related Agreement, the Intercreditor
Agreement and any material documents executed in connection therewith.
(f) Existing Indebtedness. On the Effective Date, Holdings and its
Subsidiaries shall have (i) repaid in full all Existing Indebtedness and any other pre-existing
indebtedness of Borrower and its Subsidiaries to the extent required to be repaid pursuant to the
Reorganization Plan or the Confirmation Order, (ii) terminated any commitments to lend or
make other extensions of credit thereunder, (iii) delivered to the Administrative Agent copies of
CH\1416587.18
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