Exhibit 10.2 NewPage - Executed ABL Agreement

Default shall have occurred and be continuing or shall be caused thereby, and (ii) in an amount
not to exceed the lesser of (A) the Taxes that would have been payable by the Borrower and/or
its Subsidiaries as a stand-alone group and (B) the actual Tax liability of Holdings’ consolidated,
combined, unitary or affiliated group (or, if Holdings is not the parent of the actual group, the
Taxes that would have been paid by Holdings, the Borrower and/or the Borrower’s Subsidiaries
as a stand-alone group);
(d) Holdings or any of its Subsidiaries may declare and pay dividends with
respect to its respective Equity Interests payable solely in additional Equity Interests (other than
Disqualified Equity Interests);
(e) Holdings may make repurchases of its Equity Interests deemed to occur
upon the “Cashless exercise” of stock options, stock appreciation rights, warrants or similar
equity or equity-based incentives or upon the vesting of restricted stock units, restricted stock or
similar equity or equity-based incentives, if such Equity Interests represent the exercise price of
such options, stock appreciation rights, warrants or similar equity or equity-based incentives or
represent withholding Taxes due upon such exercise or vesting;
(f) Holdings may make, and Borrower may make Restricted Junior Payments
to Holdings to permit Holdings to make, Cash payments in lieu of the issuance of fractional
shares representing insignificant interests in Holdings in connection with the exercise of
warrants, options or other securities convertible into or exchangeable for Equity Interests in
Holdings;
(g) Holdings may make, and Borrower may make Restricted Junior Payments
to Holdings to permit Holdings to make, Restricted Junior Payments in connection with the
implementation of or pursuant to any retirement, health, stock option and other benefit plans,
bonus plans, carried interest programs, performance-based incentive plans, “promote” fee
arrangements and other similar forms of compensation for the benefit of the directors, officers
and employees of Holdings and its Subsidiaries;
(h) so long as no Event of Default has occurred and is continuing, Holdings
may make, and Borrower may make Restricted Junior Payments to Holdings to permit Holdings
to make, Restricted Junior Payments to repurchase or redeem Equity Interests of Holdings held
by directors, officers, employees or consultants of Holdings or any of its Subsidiaries or former
directors, officers, employees, or consultants (or their transferees, estates or beneficiaries under
their estates) of Holdings or any of its Subsidiaries, upon their death, disability, retirement,
severance or termination of employment or service; provided that the aggregate amount of Cash
consideration paid for all such redemptions and payments shall not exceed, in any Fiscal Year,
the sum of $10,000,000 plus the net Cash proceeds of any “key-man” life insurance policies of
Holdings and its Subsidiaries; provided, further, that the aggregate unused amounts in any Fiscal
Year may be carried over to succeeding Fiscal Years;
(i) Borrower may (i) make Restricted Junior Payments to Holdings so that
Holdings may make Restricted Junior Payments to its equity holders or the equity holders of any
parent company of Holdings, (ii) make payments or prepayments of principal of, premium, if
any, or interest on, or redeem, purchase, retire, defease (including in-substance or legal
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