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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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<strong>Agreement</strong>s, any acquisition or any joint venture investments or the amortization or write off of<br />

any amounts thereof, net of Taxes; plus<br />

(i) non-Cash impairment charges, asset write offs and write downs, including impairment<br />

charges, asset write offs and write downs related to goodwill, intangible assets, long-lived assets,<br />

investments in debt and equity securities or as a result of a change in law or regulation, in each<br />

case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP; plus<br />

(j) accruals and reserves that are established or adjusted, in each case within 12 months of<br />

any subject transaction, as a result of the transactions contemplated hereby and by the Related<br />

<strong>Agreement</strong>s, or any acquisition, Investment, asset disposition, write down or write off (including<br />

the related Tax benefit) in accordance with GAAP, including any adjustment of estimated<br />

payouts on earn-outs, or charges as a result of the adoption or modification of accounting<br />

policies, so long as such policies are in accordance with GAAP; plus<br />

(k) non-Cash compensation charges or other non-Cash expenses or charges arising from<br />

the grant of or issuance or repricing of stock, stock options or other equity-based awards to<br />

directors, officers or employees of Holdings and its consolidated Subsidiaries, to the extent such<br />

charges and expenses were deducted in computing such Consolidated Net Income; minus<br />

(l) non-Cash items increasing such Consolidated Net Income for such period, other than<br />

the accrual of revenue in the ordinary course of business,<br />

in each case, on a consolidated basis and determined in accordance with GAAP. For purposes of<br />

calculating Consolidated Adjusted EBITDA for any period of twelve consecutive months<br />

including months ended at least 30 days prior to the Effective Date, Consolidated Adjusted<br />

EBITDA shall be deemed to be the following amounts:<br />

Calendar Month Consolidated Adjusted EBITDA<br />

October 2011 $27,556,820<br />

November 2011 $27,275,710<br />

December 2011 $41,604,500<br />

January 2012 $20,341,980<br />

February 2012 $20,631,630<br />

March 2012 $25,207,700<br />

April 2012 $18,327,740<br />

May 2012 $12,433,800<br />

June 2012 $26,100,980<br />

July 2012 $13,225,590<br />

August 2012 $27,254,770<br />

September 2012 $17,303,200<br />

October 2012 $15,732,260<br />

CH\1416587.18<br />

12

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