Exhibit 10.2 NewPage - Executed ABL Agreement

ANNEX B TO SCHEDULE I TO
COMPLIANCE CERTIFICATE
FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy].
2. Fixed Charges: (I)+(II)+(III)+(IV)+(V)+ (VI)+(VII) = $[___,___,___]
(I) cash total interest expense 43 of the Borrower and its
Subsidiaries with respect to all outstanding Indebtedness of
the Borrower and its Subsidiaries 44 ::
$[___,___,___]
(II) scheduled principal payments on Indebtedness 45 : $[___,___,___]
(III)
(IV)
(V)
mandatory prepayments from excess cash flow in respect of
Indebtedness
dividends, distributions, buy-back redemptions and similar
payments made in cash 46 :
mandatory cash contributions to any Pension Plan (to the
extent not deducted in calculating Consolidated Adjusted
EBITDA):
$[___,___,___]
$[___,___,___]
$[___,___,___]
(VI) cash payments of Earn Out Indebtedness: $[___,___,___]
(VII)
expense for taxes paid in cash (to the extent not deducted in
calculating Consolidated Adjusted EBITDA):
$[___,___,___]
43
44
45
46
Including that attributable to Capital Lease obligations.
Including all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers’ acceptances and net costs under Hedge Agreements in
respect of interest rates to the extent such net costs are allocable to such period in
accordance with GAAP.
Including scheduled Capital Lease payments.
In any event including, without duplication, distributions made by Holdings to Parent in
cash pursuant to the last proviso of Section 6.04 of the Agreement.
CH\1423789.4
Annex B to Schedule I