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Exhibit 10.2 NewPage - Executed ABL Agreement

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(b) Real Estate. As of the Effective Date, Schedule 4.12 contains a true, accurate and<br />

complete list, in all material respects, of (i) all fee-owned Real Estate Assets, (ii) all leases,<br />

subleases or assignments of leases (together with all amendments, modifications, supplements,<br />

renewals or extensions thereof) with respect to any material leasehold Real Estate Assets<br />

pursuant to which any Credit Party is the tenant and (iii) all leases, subleases or assignments of<br />

leases (together with all amendments, modifications, supplements, renewals or extensions<br />

thereof) with respect to any Material Real Estate Assets pursuant to which any Credit Party is the<br />

landlord. Each agreement listed in clause (ii) or clause (iii) of the immediately preceding<br />

sentence that is material to the conduct of the business of the Credit Parties and their Subsidiaries<br />

is in full force and effect and Holdings does not have knowledge of any default that has occurred<br />

and is continuing thereunder, and each such agreement constitutes the legally valid and binding<br />

obligation of each applicable Credit Party, enforceable against such Credit Party in accordance<br />

with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization,<br />

moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable<br />

principles. As of the Effective Date, Annex A to Schedule 3.01(g) contains a true, accurate and<br />

complete list of all fee-owned Real Estate Assets of the Credit Parties located at, adjacent to or<br />

within the vicinity of each Mill (as defined on Schedule 3.01(g)) other than any Excluded Real<br />

Estate Assets (as defined on Schedule 3.01(g)); provided that a breach of this representation shall<br />

not constitute a Default or Event of Default unless the Credit Parties fail to deliver the<br />

documentation required by Section 5.11 with respect to the applicable Real Estate Assets within<br />

sixty (60) days following the Effective Date (or such later date agreed to by the Administrative<br />

Agent).<br />

SECTION 4.13 Environmental Matters. Except as set forth on Schedule 4.13 or<br />

except as, individually or in the aggregate, could not reasonably be expected to have a Material<br />

Adverse Effect:<br />

(a) neither Holdings nor any of its Subsidiaries nor any of their respective<br />

Facilities or operations are subject to any outstanding written order, consent decree or<br />

settlement agreement with any Person relating to any Environmental Law, any Environmental<br />

Claim, or any Hazardous Materials Activity; and<br />

(b) neither Holdings nor any of its Subsidiaries has received any letter or<br />

request for information under Section 104 of the Comprehensive Environmental Response,<br />

Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law and, to each<br />

of Holdings’ and its Subsidiaries’ knowledge, no Facility is listed or proposed for listing on the<br />

National Priorities List promulgated pursuant to CERCLA, or included on any similar list<br />

maintained by any Governmental Authority including any such list relating to petroleum; and<br />

(c) there are and, to each of Holdings’ and its Subsidiaries’ knowledge, have<br />

been, no conditions, occurrences, or Hazardous Materials Activities, or at, under or from any<br />

Facility, which could reasonably be expected to form the basis of an Environmental Claim<br />

against Holdings or any of its Subsidiaries; and<br />

(d) Holdings, its Subsidiaries, and any of their respective Facilities or<br />

operations holds or has applied for all permits required under applicable Environmental Law<br />

CH\1416587.18<br />

87

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