Exhibit 10.2 NewPage - Executed ABL Agreement

official or employee, political party, official of a political party, candidate for political office, or
anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain
any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977,
as amended.
SECTION 4.26 Insurance. Schedule 4.26 sets forth a description of all insurance
maintained by or on behalf of the Credit Parties and the Subsidiaries as of the Effective Date. As
of the Effective Date, all premiums in respect of such insurance have been paid. Each of the
Borrower and Holdings believes that the insurance maintained by or on behalf of the Borrower
and the Subsidiaries is adequate.
SECTION 4.27 Security Interest in Collateral. The provisions of this Agreement
and the other Credit Documents create legal and valid Liens on all the Collateral in favor of the
Administrative Agent, for the benefit of the Secured Parties, and so long as such filings and other
actions required to be taken hereby or by the applicable Collateral Documents (including the
filings of appropriate financing statements with the office of the Secretary of State of the state of
organization of each Credit Party, the filing of the Intellectual Property Security Agreements
with the U.S. Patent and Trademark Office and the U.S. Copyright Office, and the proper
recordation of Mortgages and fixture filings with respect to Material Real Estate Assets, in each
case in favor of the Administrative Agent and the delivery to the Administrative Agent (or to the
Term Collateral Agent as bailee for the Administrative Agent pursuant to the Intercreditor
Agreement) of any Pledged Debt (as defined in the Pledge and Security Agreement) and any
Pledged Equity Interest (as defined in the Pledge and Security Agreement) required to be
delivered pursuant to the applicable Collateral Documents), such Liens constitute perfected and
continuing Liens on the Collateral (to the extent that a Lien thereon can be perfected by the
foregoing actions), securing the Secured Obligations, enforceable against the applicable Credit
Party and all third parties, and (a) in the case of Revolving Loan Priority Collateral, having
priority over all other Liens on such Revolving Loan Priority Collateral except Permitted
Revolving Collateral Liens to the extent any such Permitted Revolving Collateral Liens would
have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law
and (b) in the case of Term Loan Priority Collateral, having Second Priority on such Term Loan
Priority Collateral except Permitted Liens to the extent any such Permitted Liens would have
priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or
any applicable intercreditor agreement (including the Intercreditor Agreement), and, in the case
of each clause (a) and clause (b) above, except Liens perfected only by possession (including
possession of any certificate of title) to the extent the Administrative Agent has not obtained or
does not maintain possession of such Collateral.
ARTICLE V
AFFIRMATIVE COVENANTS.
Until the Commitments have expired or terminated and the principal of and interest on
each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have
expired or terminated or have been cash-collateralized or supported by a back up standby letter
of credit in accordance with the other provisions of this Agreement and all LC Disbursements
CH\1416587.18
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