Exhibit 10.2 NewPage - Executed ABL Agreement

Agreements:
(j) deferred Tax expenses associated with Tax
deductions or net operating losses arising as a result
of the transactions contemplated by the Agreement
and by the Related Agreements, or the release of
any valuation allowance related to such item:
$[___,___,___]
(k)
to the extent not included in clauses (II)(a) through
(j) above, any net extraordinary gains or net
extraordinary losses:
$[___,___,___]
2. Consolidated Adjusted EBITDA: (I)+(II)–(III) = $[___,___,___]
(I) Consolidated Net Income: $[___,___,___]
(II) the sum of 34
(a)
(b)
(c)
extraordinary losses minus any net gains or plus any
net losses realized in connection with asset sales, to
the extent such gains or losses were deducted in
computing such Consolidated Net Income:
provision for Taxes based on income or profits, to
the extent that such provision for Taxes was
deducted in computing such Consolidated Net
Income:
consolidated interest expense, to the extent such
consolidated interest expense was deducted in
computing such Consolidated Net Income:
$[___,___,___]
$[___,___,___]
$[___,___,___]
(d) (i) depreciation expense: $[___,___,___]
(ii) amortization expense 35 : $[___,___,___]
(iii) other non-Cash expenses 36 : $[___,___,___]
34
35
36
Without duplication (including without duplication of any amounts previously adjusted
for in determining Consolidated Net Income).
Including amortization of intangibles but excluding amortization of prepaid Cash
expenses that were paid in a prior period.
Excluding any such non-Cash expense to the extent that it represents an accrual of or reserve
for Cash expenses in any future period or amortization of a prepaid Cash expense that was
paid in a prior period; provided that this exclusion shall not apply to adjustments for
CH\1423789.4
Annex A to Schedule I