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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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(a) The Borrower and each other Credit Party shall maintain with one or more<br />

of the Lenders as its principal depository bank, including for the maintenance of operating,<br />

administrative, cash management, collection activity, and other Deposit Accounts for the conduct<br />

of its business. If at any time any such Person that is a principal depository bank is no longer a<br />

Lender, the Credit Parties shall cause another Lender or another financial institution reasonably<br />

acceptable to the Administrative Agent (it being understood that Wells Fargo Bank, National<br />

Association is reasonably acceptable to the Administrative Agent) to be the Credit Parties’<br />

principal depository bank as soon as is practicable, and in any event, within 120 days after such<br />

Person ceases to be a Lender (or such later date that may be agreed in writing by the<br />

Administrative Agent in its Permitted Discretion).<br />

(b) Each Credit Party will maintain such cash management systems and<br />

banking arrangements, including the establishment of Deposit Account Control <strong>Agreement</strong>s, as<br />

required by Section 10 of the Pledge and Security <strong>Agreement</strong>.<br />

SECTION 5.16 Further Assurances. At any time or from time to time upon the<br />

request of Administrative Agent, each Credit Party will, at its expense, promptly execute,<br />

acknowledge and deliver such further documents and do such other acts and things as<br />

Administrative Agent may reasonably request in order to effect fully the purposes of the Credit<br />

Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take<br />

such actions as Administrative Agent may reasonably request from time to time to ensure that<br />

the Secured Obligations are guaranteed by the Guarantors and are secured by substantially all of<br />

the Collateral.<br />

SECTION 5.17 Designation of Subsidiaries. The board of directors (or similar<br />

governing body) of Borrower may at any time designate any Restricted Subsidiary or any newly<br />

formed or acquired Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a<br />

Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event<br />

of Default shall have occurred and be continuing, (ii) immediately after giving effect to such<br />

designation, the Net Leverage Ratio shall not exceed 1.75:1.00, (iii) no Subsidiary may be<br />

designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any<br />

Subordinated Indebtedness, the Term Credit <strong>Agreement</strong> or any Refinancing Indebtedness, (iv) no<br />

Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously<br />

designated an Unrestricted Subsidiary, (v) neither Borrower nor any Borrowing Base Guarantor<br />

may be designated as an Unrestricted Subsidiary, (vi) Borrower shall deliver to Administrative<br />

Agent at least five Business Days prior to such designation a certificate of an Authorized Officer<br />

of Borrower, demonstrating compliance with the foregoing clauses (i) through (v) of this Section<br />

5.17 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted<br />

Subsidiary” and (vi) at least three days prior to the designation of any Unrestricted Subsidiary as<br />

a Restricted Subsidiary, the Lenders shall have received all documentation and other information<br />

required by bank regulatory authorities under applicable “know-your-customer” and anti-money<br />

laundering rules and regulations, including the PATRIOT Act, with respect to such subsidiary (to<br />

the extent requested at least five days prior to the designation). The designation of any<br />

subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Borrower therein at<br />

the date of designation in an amount equal to the fair market value of Borrower’s Investment<br />

therein; provided that upon a redesignation of such subsidiary as a Restricted Subsidiary, if such<br />

newly redesignated Restricted Subsidiary is not a wholly-owned Guarantor Subsidiary, for<br />

CH\1416587.18<br />

103

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