Exhibit 10.2 NewPage - Executed ABL Agreement

(f) (1) non-Cash compensation charges and
expenses 33 :
(2) non-Cash deemed finance charges in respect
of any pension liabilities or other provisions:
$[___,___,___]
$[___,___,___]
(g)
(h)
to the extent otherwise included in net income and
to the extent covered by insurance and actually
reimbursed, or, so long as the Borrower has made a
good faith determination that there exists reasonable
evidence that such amount will in fact be
reimbursed by the insurer and only to the extent that
(1) such coverage is not denied by the applicable
carrier or indemnifying party in writing within 180
days and (2) such amount is in fact reimbursed
within 365 days of the date of such determination
(with a deduction in the applicable future period for
any amount so added back to the extent not so
reimbursed within 365 days), losses, charges,
expenses, accruals and reserves with respect to
liability or casualty events or business interruption:
to the extent otherwise included in net income,
losses, charges and expenses that are covered by
indemnification or other reimbursement provisions
in connection with any acquisition, Investment or
asset disposition, to the extent actually reimbursed,
or, so long as the Borrower has made a
determination that a reasonable basis exists for
indemnification or reimbursement and only to the
extent that such amount is in fact indemnified or
reimbursed within 365 days of such determination
(with a deduction in the applicable future period for
any amount so added back to the extent not so
indemnified or reimbursed within such 365 days):
$[___,___,___]
$[___,___,___]
(i)
non-Cash or unrealized gains or losses in respect of
obligations under Hedge Agreements or any
ineffectiveness recognized in earnings related to
qualifying hedge transactions or the fair value of
changes therein recognized in earnings for
derivatives that do not qualify as hedge transactions,
in each case, in respect of obligations under Hedge $[___,___,___]
33
Including any such charges and expenses arising from grants of stock appreciation or
similar rights, phantom equity, stock options, restricted stock or other rights or equity
incentive programs.
CH\1423789.4
Annex A to Schedule I