Exhibit 10.2 NewPage - Executed ABL Agreement

eorganization or liquidation of its business, appointed for it, or, in the good faith determination
of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy
Event shall not result solely by virtue of any ownership interest, or the acquisition of any
ownership interest, in such Person by a Governmental Authority or instrumentality thereof,
provided, further, that such ownership interest does not result in or provide such Person with
immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Person (or such Governmental
Authority or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or
agreements made by such Person.
“Beneficiary” means each Lender Party, Banking Services Provider and Designated
Hedge Provider.
“Board of Governors” means the Board of Governors of the United States Federal
Reserve System, or any successor thereto.
“Borrower” has the meaning assigned to such term in the preamble to this Agreement.
“Borrowing” means (a) Revolving Loans of the same Type, made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest
Period is in effect, (b) a Swingline Loan, or (c) a Protective Advance.
“Borrowing Base” means, at any time, the sum of:
(a) the product of (i) 85% multiplied by (ii) the Eligible Accounts of the
Borrower and the Borrowing Base Guarantors at such time, plus
(b) the lesser of (i) the product of (x) 75% multiplied by (y) Eligible Inventory
of the Borrower and Borrowing Base Guarantors, valued at the lower of cost, determined on a
first-in-first-out basis, or market value at such time and (ii) the product of 85% multiplied by the
Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal
ordered by the Co-Collateral Agents multiplied by the Eligible Inventory of the Borrower and
Borrowing Base Guarantors, valued at the lower of cost, determined on a first-in-first-out basis,
or market value, minus
(c)
Reserves.
The Borrowing Base at any time shall be determined by reference to the most recent Borrowing
Base Certificate delivered to the Administrative Agent pursuant to Section 5.01(n)(i) of the
Agreement.
“Borrowing Base Certificate” means a certificate, signed and certified as accurate and
complete by an Authorized Officer of the Borrower, in substantially the form of Exhibit B or
another form which is acceptable to the Administrative Agent and the Co-Collateral Agents in
their discretion.
CH\1416587.18
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