Exhibit 10.2 NewPage - Executed ABL Agreement

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to:
(i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by
monetization of, a note receivable or otherwise, but only as and when so received) received by
Holdings or any of its Restricted Subsidiaries from such Asset Sale, minus (ii) any bona fide
direct costs and expenses incurred in connection with such Asset Sale, including (a) income or
gains Taxes payable by the seller as a result of any gain recognized in connection with such
Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and
interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or
assets in question and that is required to be repaid under the terms thereof as a result of such
Asset Sale, (c) a reasonable reserve for any indemnification payments (fixed or contingent)
attributable to seller’s indemnities and representations and warranties to purchaser in respect of
such Asset Sale undertaken by Holdings or any of its Restricted Subsidiaries in connection with
such Asset Sale, (d) discounts and commissions paid to any broker in connection with such Asset
Sale and (e) the reasonable fees and expenses of attorneys, accountants and other professional
advisors in connection with such Asset Sale; provided that upon release of any such reserve, the
amount released shall be considered Net Asset Sale Proceeds.
“Net Equity Proceeds” means an amount equal to any Cash proceeds from a capital
contribution to, or the issuance of any Equity Interests of, Holdings or any of its Subsidiaries
(other than pursuant to any employee stock or stock option compensation plan), net of
underwriting discounts and commissions and other reasonable costs and expenses associated
therewith, including reasonable fees and expenses of attorneys, accountants and other
professional advisors in connection with such issuance of Equity Interests.
“Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash
payments or proceeds (other than the proceeds of any business interruption or similar “event”
insurance) received by Holdings or any of its Restricted Subsidiaries (a) under any casualty
insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any
assets of Holdings or any of its Restricted Subsidiaries by any Person pursuant to the power of
eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a
purchaser with such power under threat of such a taking, minus (ii) (a) any actual costs incurred
by Holdings or any of its Restricted Subsidiaries in connection with the adjustment or settlement
of any claims of Holdings or such Restricted Subsidiary in respect thereof, (b) any bona fide
direct costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of
this definition, including income Taxes payable as a result of any gain recognized in connection
therewith, and (c) payment of the outstanding principal amount of, premium or penalty, if any,
and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the assets or
property that is the subject of such event in question and that is required to be repaid under the
terms thereof as a result of such event.
“Net Leverage Ratio” means the ratio as of the date of determination of (i) Consolidated
Total Net Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter
period ending on the last day of the last Fiscal Quarter prior to the date of determination for
which financial statements are required to have been delivered to Administrative Agent pursuant
to Section 5.01(a) or 5.01(b), as applicable.
CH\1416587.18
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