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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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purposes of Section 6.06(d), Borrower shall be deemed to continue to have an Investment in such<br />

newly redesignated Restricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A)<br />

the fair market value of Investments of Borrower and its Subsidiaries in such Unrestricted<br />

Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred<br />

or conveyed, as applicable) and (B) the fair market value of Investments of Borrower and its<br />

Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted<br />

Subsidiary minus (ii) the portion (proportionate to Borrower’s and its Subsidiaries’ Equity<br />

Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the<br />

time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted<br />

Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens<br />

of such Subsidiary existing at such time. On the Effective Date, Consolidated Water Power Co.<br />

shall be an Unrestricted Subsidiary.<br />

SECTION 5.18<br />

Post-Closing Obligations.<br />

(a) Promptly but in any event within sixty (60) days following the Effective<br />

Date (or such later date agreed to by the Administrative Agent), the Borrower shall use<br />

commercially reasonable efforts to deliver to the Administrative Agent executed Landlord<br />

Personal Property Collateral Access <strong>Agreement</strong>s with respect to the Leasehold Properties located<br />

at 8540 Gander Creek Drive, Miamisburg, Ohio and 1101 Perimeter Drive, Suite 475,<br />

Schaumburg, Illinois.<br />

(b) Promptly but in any event within five (5) Business Days following the<br />

Effective Date (or such later date agreed to by the Administrative Agent), the Borrower shall<br />

deliver to the Administrative Agent the opinions of counsel in the states of Wisconsin and<br />

Michigan described in Sections 3.01(g)(ii) and 3.01(l).<br />

(c) Promptly but in any event on or prior to December 31, 2012 (or such later<br />

date agreed to by the Administrative Agent), the Borrower shall deliver to the Administrative<br />

Agent the Title Policies and related documentation described in Section 3.01(g)(iii) and opinions<br />

described in Section 3.01(g)(ii) with respect to the each Effective Date Mortgaged Property.<br />

ARTICLE VI<br />

NEGATIVE COVENANTS.<br />

Until the Commitments have expired or terminated and the principal of and interest on<br />

each Loan and all fees, expenses and other amounts payable under any Credit Document have<br />

been paid in full and all Letters of Credit have expired or terminated or have been cashcollateralized<br />

or supported by a back-up standby letter of credit in accordance with the other<br />

provisions of this <strong>Agreement</strong> and all LC Disbursements have been reimbursed, each Credit Party<br />

executing this <strong>Agreement</strong> shall perform, and shall cause each of its Restricted Subsidiaries to<br />

perform, all covenants in this Article VI.<br />

SECTION 6.01 Indebtedness. No Credit Party shall, nor shall it permit any of its<br />

Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or<br />

remain directly or indirectly liable with respect to any Indebtedness, except:<br />

CH\1416587.18<br />

104

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