Exhibit 10.2 NewPage - Executed ABL Agreement

(f) Permitted Acquisitions permitted pursuant to Section 6.07;
(g) Investments described in Schedule 6.06;
(h) Designated Hedge Agreements which constitute Investments and “Hedge
Agreements” as defined in, and as permitted under Section 6.6(h) of, the Term Credit Agreement
as in effect on the Effective Date;
(i) extensions of credit to customers or advances, deposits and payments to or
with suppliers, lessors or utilities or for workers’ compensation, in each case, in the ordinary
course of business that are recorded as accounts receivable, prepaid expenses or deposits on the
balance sheet of Borrower and its Restricted Subsidiaries prepared in accordance with GAAP;
(j) Investments constituting non-Cash consideration received by Borrower or
any of its Restricted Subsidiaries in connection with Asset Sales and other sales and dispositions
permitted under Section 6.07;
(k) other Investments in an aggregate amount not to exceed at any time
(i) $75,000,000 less (ii) the aggregate amount of Investments in Subsidiaries which are not
wholly-owned Guarantors outstanding pursuant to Section 6.06(d); and
(l)
other Investments as long as the Payment Conditions are satisfied.
SECTION 6.07 Fundamental Changes; Disposition of Assets; Acquisitions. No
Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of
merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one
transaction or a series of transactions, all or any part of its business, assets or property of any
kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether
now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other
than purchases or other acquisitions of inventory, materials and equipment and capital
expenditures in the ordinary course of business) the business, property or fixed assets of, or stock
or other evidence of beneficial ownership of, any Person or any division or line of business or
other business unit of any Person, except:
(a) (i) any Subsidiary of Borrower may be merged with or into Borrower or
any Guarantor Subsidiary, or may be liquidated, wound up or dissolved, or all or any part of its
business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of,
in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided,
in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the
continuing or surviving Person and (ii) any non-Guarantor Subsidiary of Borrower may be
merged with or into any other non-Guarantor Subsidiary of Borrower, or be liquidated, wound up
or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased,
transferred or otherwise disposed of, in one transaction or a series of transactions, to any other
non-Guarantor Subsidiary;
(b)
sales or other dispositions of assets that do not constitute Asset Sales;
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