Exhibit 10.2 NewPage - Executed ABL Agreement

such rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by
it.
“Financial Officer Certification” means, with respect to the financial statements for
which such certification is required, the certification of the chief financial officer or chief
accounting officer of Holdings that such financial statements fairly present, in all material
respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the
results of their operations and their cash flows for the periods indicated, subject to changes
resulting from audit and normal year-end adjustments.
“Financial Plan” as defined in Section 5.01(h).
“First Priority” means, with respect to any Lien purported to be created in any Collateral
pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is
subject, other than any Permitted Lien.
“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.
“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on December
31 of each calendar year.
“Fixed Charges” means, for any period, without duplication, cash Interest Expense, plus
scheduled principal payments on Indebtedness (including scheduled Capital Lease payments)
and mandatory prepayments from excess cash flow in respect of Indebtedness, plus dividends,
distributions, buy-back redemptions and similar payments made in cash and in any event
including, without duplication, distributions made by Holdings to Parent in cash pursuant to the
last proviso of Section 6.04, plus mandatory cash contributions to any Pension Plan (to the extent
not deducted in calculating Consolidated Adjusted EBITDA), plus cash payments of Earn Out
Indebtedness, plus expense for taxes paid in cash (to the extent not deducted in calculating
Consolidated Adjusted EBITDA), all calculated for Holdings and its Subsidiaries on a
consolidated basis in accordance with GAAP.
“Fixed Charge Coverage Ratio” means, for any period, the ratio of (a) Consolidated
Adjusted EBITDA minus the unfinanced portion of Consolidated Capital Expenditures to (b)
Fixed Charges, all calculated for Holdings and its Subsidiaries on a consolidated basis in
accordance with GAAP.
“Fixed Charge Coverage Testing Period” means a period (a) commencing on the date that
Availability is less than the greater of (i) 10.0% of the aggregate Commitments then in effect and
(ii) $35,000,000 (such greater amount, the “Financial Covenant Trigger”) and (b) continuing
until the date when Availability has been equal to or greater than the Financial Covenant Trigger
for 30 consecutive days.
“Flood Hazard Property” means any Real Estate Asset subject to a Mortgage in favor of
Collateral Agent, for the benefit of Secured Parties, and having improvements thereon in an area
CH\1416587.18
26