Exhibit 10.2 NewPage - Executed ABL Agreement

defeasance), or make similar payments (including on account of any sinking fund) with respect
to, any Subordinated Indebtedness, or (iii) Restricted Junior Payments with respect to the
Indebtedness under the Term Credit Agreement or any Refinancing Indebtedness, in each case as
long as at the time such Restricted Junior Payments are made and immediately after giving effect
thereto, the Payment Conditions are satisfied;
(j) after a Qualified IPO, Borrower may make Restricted Junior Payments to
Holdings so that Holdings may make Restricted Junior Payments to its equity holders or the
equity holders of any direct or indirect parent company of Holdings in an aggregate amount not
exceeding 6.0% per annum of the Net Equity Proceeds received by Borrower from such
Qualified IPO; provided that immediately prior to, and after giving effect thereto, no Default or
Event of Default shall have occurred and be continuing or would result therefrom; and
(k) to the extent constituting Restricted Junior Payments, payments or
distributions to be made on the Effective Date in accordance with the Reorganization Plan to
fund, in part, the repayment of the Existing Indebtedness of the Credit Parties, to pay fees,
commissions and expenses in connection therewith, to pay distributions pursuant to the
Reorganization Plan, in each case reflected in the funds flow delivered to Administrative Agent
on the Effective Date;
provided that any amount permitted to be distributed to Holdings pursuant to the foregoing
clauses (c), (f), (g) or (h) shall be permitted to be distributed by Holdings to Parent for such
payment.
SECTION 6.05 Restrictions on Subsidiary Distributions. Except as provided
herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or restriction of any
kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other
distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other
Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to
Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any
other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to
Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements
evidencing Indebtedness permitted by (A) Section 6.01(j), 6.01(k) or 6.01(l) (but only, in the
case of Section 6.01(l), to the extent such restrictions apply solely to the Person becoming a
Subsidiary as a result of such Permitted Acquisition) that impose restrictions on the property so
acquired, (B) Sections 6.01(h) as long as, in each case, the scope of any such restrictions on the
above described abilities of any Subsidiary of Borrower in any agreement evidencing
Indebtedness permitted by Section 6.01(h) shall not be less favorable to the Secured Parties,
when taken as a whole, than any such restrictions in the Term Credit Agreement as in effect on
the Effective Date, (C) Section 6.01(m) as long as, in each case, the scope of any such
restrictions on the above described abilities of any Subsidiary of Borrower in any agreement
evidencing Indebtedness permitted by Section 6.01(m) shall not be less favorable to the Secured
Parties, when taken as a whole, than any such restrictions in the Term Credit Agreement as in
effect on the Effective Date, (ii) by reason of customary provisions restricting assignments,
subletting or other transfers contained in leases, licenses, joint venture agreements and similar
agreements entered into in the ordinary course of business, (iii) that are or were created by virtue
CH\1416587.18
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