Exhibit 10.2 NewPage - Executed ABL Agreement

(d) below, Borrower shall have taken, or caused to be taken, as of the date such Person becomes
a Subsidiary of Borrower, each of the actions set forth in Sections 5.10 and/or 5.11, as
applicable;
(c) any Person or assets or division as acquired in accordance herewith shall be in
same business or lines of business in which Borrower and/or its Subsidiaries are engaged as of
such date or similar or related businesses; and
(d) (i) the aggregate amount of Acquisition Consideration for Permitted Acquisitions
from the Effective Date to the date of determination, is less than $25,000,000 or (ii) the Payment
Conditions shall have been satisfied after giving effect to such Permitted Acquisition and any
Indebtedness incurred in connection therewith; provided, in respect of acquisition targets (x) not
domiciled within the United States or (y) which are Persons that will not become Guarantor
Subsidiaries or assets that will not be acquired by Borrower or a Guarantor Subsidiary, the
consideration for such targets shall not exceed in Subsidiaries other than wholly-owned
Guarantor Subsidiaries, more than $10,000,000 per Fiscal Year.
“Permitted Discretion” means a determination made in good faith and in the exercise of
reasonable (from the perspective of a secured asset-based lender) business judgment.
“Permitted First Priority Refinancing Debt” has the meaning assigned to such term in the
Term Credit Agreement as in effect on the Effective Date.
“Permitted Junior/Unsecured Incremental Debt” has the meaning assigned to such term in
the Term Credit Agreement as in effect on the Effective Date.
“Permitted Junior Debt Conditions” means that such applicable debt (i) is not scheduled
to mature prior to the date that is 91 days after the Latest Maturity Date at the time such
Indebtedness is incurred, (ii) does not have scheduled amortization payments of principal or
payments of principal and is not subject to mandatory redemption, repurchase, prepayment or
sinking fund obligation (except customary asset sale or change of control provisions that provide
for the prior repayment in full of the Loans and all other Obligations), in each case prior to the
Latest Maturity Date at the time such Indebtedness is incurred, (iii) is not at any time guaranteed
by any Subsidiaries other than Guarantor Subsidiaries, (iv) has no financial maintenance
covenants, (v) does not contain any provisions that cross-default to any Default or Event of
Default hereunder (other than cross defaults relating to payment obligations and cross
acceleration provisions), and (vi) has covenants, default and remedy provisions and other terms
and conditions (other than interest, fees, premiums and funding discounts, optional prepayment
provisions, or covenants or other provisions applicable only to periods after the Latest Maturity
Date) that are not more favorable, when taken as a whole, to the investors providing such debt
than those set forth in this Agreement.
“Permitted Liens” means each of the Liens permitted pursuant to Section 6.02.
“Permitted Pari Incremental Amount” has the meaning assigned to such term in the Term
Credit Agreement as in effect on the Effective Date.
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