22.09.2015 Views

Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all<br />

outstanding Borrowings).<br />

“Banking Services” means each and any of the following bank services provided to any<br />

Credit Party by a Banking Services Provider: (a) credit cards for commercial customers<br />

(including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value<br />

cards and (c) treasury management services (including, without limitation, controlled<br />

disbursement, automated clearinghouse transactions, return items, overdrafts and interstate<br />

depository network services).<br />

“Banking Services Provider” means a Person that is a Lender or an Affiliate of a Lender<br />

on the Effective Date or, if the applicable Banking Services are established later, on the date such<br />

Banking Services are established, and that has provided by the tenth (10th) Business Day after<br />

the later of (i) the Effective Date or (ii) the date that such Banking Services are established or the<br />

party providing them becomes a Lender (or is an Affiliate), a written notice to Administrative<br />

Agent, in form and substance reasonably satisfactory to Administrative Agent, that is<br />

acknowledged and agreed to by the Borrower and the Administrative Agent, that obligations<br />

arising from the applicable Banking Services constitute “Banking Services Obligations” for<br />

purposes of this <strong>Agreement</strong> and the other Credit Documents (and may designate such Banking<br />

Services Obligations as constituting “Priority Banking Services Obligations”, in which case such<br />

notice shall also specify the maximum amount of such Priority Banking Services Obligations for<br />

purposes of this <strong>Agreement</strong> and the other Credit Documents (such maximum amount, the<br />

“Maximum Banking Services Priority Amount”), and in the case of any Affiliate of a Lender,<br />

that has entered into an agreement to be bound by the provisions of Article IX hereof as though<br />

such Affiliate were a Lender in form and substance reasonably satisfactory to the Administrative<br />

Agent.<br />

“Banking Services Obligations” of the Credit Parties means any and all obligations of the<br />

Credit Parties, whether absolute or contingent and howsoever and whensoever created, arising,<br />

evidenced or acquired (including all renewals, extensions and modifications thereof and<br />

substitutions therefor) in connection with Banking Services; provided, that Banking Services<br />

Obligations shall not include any of the foregoing obligations that constitute secured obligations<br />

under the Term Credit <strong>Agreement</strong>.<br />

“Banking Services Reserves” means all Reserves which the Co-Collateral Agents from<br />

time to time establish in their Permitted Discretion for Banking Services then provided or<br />

outstanding.<br />

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as<br />

now and hereafter in effect, or any successor statute.<br />

“Bankruptcy Court” has the meaning assigned to such term in the definition of the term<br />

“Chapter 11 Case”.<br />

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject<br />

of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,<br />

administrator, custodian, assignee for the benefit of creditors or similar Person charged with<br />

CH\1416587.18<br />

5

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!