Exhibit 10.2 NewPage - Executed ABL Agreement

in each case, to the extent that such depreciation,
amortization and other non-Cash expenses were deducted in
computing such Consolidated Net Income
(e) (i) non-Cash Restructuring Charges: 37 $[___,___,___]
(ii) Cash Restructuring Charges or
extraordinary, unusual or non-recurring fees,
charges and expenses (including for any executive
severance or workforce reduction severance) 38 :
$[___,___,___]
in each case, to the extent deducted in computing such
Consolidated Net Income
(f)
fees, costs, charges, commissions and expenses in
connection with:
(i) the Chapter 11 Cases, the insolvency
proceedings under the Companies’ Creditors
Arrangement Act (Canada), the Reorganization Plan
and the transactions contemplated by the foregoing,
including, without limitation, the Existing Credit
Agreement 39 :
(ii) the Credit Documents or the Credit
Documents (as defined in the Term Credit
Agreement) or any amendment thereto:
$[___,___,___]
$[___,___,___]
37
38
39
curtailment, settlement or termination benefits in respect of pension or other employee or
retiree benefits.
“Restructuring Charges” means (x) for executive severance or workforce reduction
severance or (y) made or incurred in connection with any integration or restructuring,
including in connection with plant closings, or the permanent shutdown or transfer of
machinery and equipment (including any production continuation, remediation,
relocation, severance and benefits continuation costs, lease termination costs, contract
termination costs, materials buy-out costs, and reduction charges).
Not to exceed in any period of twelve consecutive months the greater of (x) $25,000,000
or (y) 15% of Consolidated Adjusted EBITDA (without giving effect to this clause (e)) in
such period.
Not to exceed in any period of twelve consecutive months $110,000,000.
CH\1423789.4
Annex A to Schedule I