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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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extent applicable, similar to those described in Section 3.01. In the event that any Person<br />

becomes a CFC Subsidiary of Borrower (other than an Immaterial Subsidiary or an Unrestricted<br />

Subsidiary) or any Unrestricted Subsidiary is converted into a Restricted Subsidiary that is a<br />

CFC Subsidiary (other than an Immaterial Subsidiary) after the Effective Date, and the<br />

ownership interests of such CFC Subsidiary are owned by Borrower or by any Subsidiary (other<br />

than an Immaterial Subsidiary or an Unrestricted Subsidiary) thereof, Borrower shall, or shall<br />

cause such Subsidiary to, deliver all such documents, instruments, agreements, and certificates as<br />

are similar to those described in Section 3.01(b), and Borrower shall take, or shall cause such<br />

Subsidiary to take, all of the actions referred to in Section 3.01(h)(i) necessary to grant and to<br />

perfect a Second Priority Lien in favor of Administrative Agent, for the benefit of Secured<br />

Parties, under the Pledge and Security <strong>Agreement</strong> in stock representing (i) 65% of the total<br />

combined voting power of the issued and outstanding voting stock or other voting equity<br />

interests and (ii) 100% of the non-voting stock or other equity interests in such CFC Subsidiary.<br />

With respect to each such Subsidiary described in the previous two sentences, Borrower shall<br />

promptly send to Administrative Agent written notice setting forth with respect to such Person<br />

(i) the date on which such Person became a Subsidiary of Borrower or was converted into a<br />

Restricted Subsidiary, as applicable, and (ii) all of the data required to be set forth in Schedules<br />

4.01 and 4.02 with respect to all Subsidiaries of Borrower; and such written notice shall be<br />

deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof. Notwithstanding<br />

anything to the contrary herein or any other Credit Document, (a) neither Holdings nor any of its<br />

Subsidiaries shall be required to grant a security interest in (i) the Equity Interests of any<br />

Unrestricted Subsidiary or (ii) any Excluded Assets (as defined in the Pledge and Security<br />

<strong>Agreement</strong>), (b) in no case shall stock or other Equity Interests representing more than 65% of<br />

the total combined voting power of a CFC Subsidiary be pledged directly or indirectly to secure<br />

the Secured Obligations (including by virtue of a pledge of Equity Interests in a Disregarded<br />

Entity that owns a CFC Subsidiary) (c) no CFC Subsidiary (or Disregarded Entity that is a direct<br />

or indirect subsidiary of such CFC Subsidiary) shall guaranty directly or indirectly the Secured<br />

Obligations and (d) no asset of any CFC Subsidiary (or Disregarded Entity that is a direct or<br />

indirect Subsidiary of such CFC Subsidiary), including any Equity Interests in its Subsidiaries<br />

and including the assets of any Subsidiary shares of which are owned by a CFC Subsidiary, shall<br />

directly or indirectly serve as security for the obligations under the Credit Documents.<br />

SECTION 5.11 Additional Material Real Estate AssetsIn the event that (w) any<br />

Credit Party acquires a Material Real Estate Asset, (x) a Real Estate Asset owned on the<br />

Effective Date becomes a Material Real Estate Asset, (y) Borrower failed to deliver the<br />

documentation required by, and otherwise comply with, Section 3.01(g) with respect to a<br />

Material Real Estate Asset owned on the Effective Date, or (z) any Unrestricted Subsidiary that<br />

owns a Material Real Estate Asset is converted into a Restricted Subsidiary after the Effective<br />

Date and such interest in such Material Real Estate Asset has not otherwise been made subject to<br />

the Lien of the Collateral Documents in favor of Administrative Agent, for the benefit of Secured<br />

Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or<br />

cause to be executed and delivered, (a) mortgages, opinions, title policies and certificates similar<br />

to those described in Section 3.01(g) and (b) all final (including final internal, non-privileged)<br />

environmental audits and reports in such Credit Party’s possession that were prepared in the four<br />

years prior to the date of the acquisition of, or conversion into, such material Real Estate Asset<br />

by any Credit Party, and which materially bears on such Credit Party’s compliance with or<br />

liability under Environmental Law in connection with such Material Real Estate Asset, including<br />

CH\1416587.18<br />

101

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