Exhibit 10.2 NewPage - Executed ABL Agreement

(c) Asset Sales, the proceeds of which (valued at the principal amount thereof
in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair
market value in the case of other non-Cash proceeds), when aggregated with the proceeds of all
other Asset Sales during the term of this Agreement, are less than $100,000,000; provided (1) the
consideration received for such assets shall be in an amount at least equal to the fair market value
thereof (determined in good faith by the board of directors of Borrower (or similar governing
body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds
thereof shall be applied as required by Section 2.11(c);
of business;
(d)
(e)
(f)
disposals of obsolete, worn out or surplus property in the ordinary course
Permitted Acquisitions;
Investments made in accordance with Section 6.06; and
(g) Borrower or any Subsidiary may merge with any other Person in order to
effect the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted
Subsidiary as a Restricted Subsidiary in accordance with Section 5.17.
SECTION 6.08 Disposal of Subsidiary Interests. Except for any sale of all of its
interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of
Section 6.07, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or
indirectly sell, assign, pledge or otherwise encumber (except to the extent permitted by Section
6.05) or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if
required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell,
assign, pledge or otherwise encumber (except to the extent permitted by Section 6.05) or dispose
of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the
restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required
by applicable law.
SECTION 6.09 Sales and Lease-Backs. No Credit Party shall, nor shall it permit
any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a
guarantor or other surety with respect to any lease of any property (whether real, personal or
mixed), whether now owned or hereafter acquired, which such Credit Party (a) has sold or
transferred or is to sell or to transfer to any other Person (other than Holdings or any of its
Subsidiaries), or (b) intends to use for substantially the same purpose as any other property
which has been or is to be sold or transferred by such Credit Party to any Person (other than
Holdings or any of its Subsidiaries) in connection with such lease.
SECTION 6.10 Transactions with Shareholders and Affiliates. No Credit Party
shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction (including the purchase, sale, lease or exchange of any property or the
rendering of any service) with any Affiliate of Holdings on terms that are less favorable to
Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time
from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not
apply to (a) any transaction between Borrower and any Guarantor Subsidiary; (b) reasonable and
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