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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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Administrative Agent and (ii) both immediately prior to and after giving effect to the incurrence<br />

thereof, no Default or Event of Default shall exist or result therefrom;<br />

(i) Indebtedness described in Schedule 6.01, but not any extensions, renewals<br />

or replacements of such Indebtedness except (i) renewals and extensions expressly provided for<br />

in the agreements evidencing any such Indebtedness as the same are in effect on the date of this<br />

<strong>Agreement</strong> and (ii) Permitted Refinancing Indebtedness in respect thereof;<br />

(j) Indebtedness of Borrower or its Subsidiaries with respect to Capital<br />

Leases in an aggregate amount not to exceed at any time $50,000,000;<br />

(k) purchase money Indebtedness of Borrower or its Subsidiaries in an<br />

aggregate amount not to exceed at any time $50,000,000; provided, any such Indebtedness (i)<br />

shall be secured only by the asset acquired in connection with the incurrence of such<br />

Indebtedness, and (ii) shall constitute not less than 75% of the aggregate consideration paid with<br />

respect to such asset and any Permitted Refinancing Indebtedness in respect thereof;<br />

(l) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person<br />

that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by<br />

Borrower or any of its Subsidiaries, in each case after the Effective Date as the result of a<br />

Permitted Acquisition, in an aggregate amount not to exceed the greater of (x) $25,000,000 and<br />

(y) such amount as would not cause the Net Leverage Ratio as of such date (calculated pro forma<br />

after giving effect to the incurrence of the applicable Indebtedness) to exceed 2.00:1.00 at any<br />

one time outstanding, provided that (x) such Indebtedness existed at the time such Person<br />

became a Subsidiary or at the time such assets were acquired and, in each case, was not created<br />

in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdings or<br />

any Subsidiary (other than by any such person that so becomes a Subsidiary), and (ii) Permitted<br />

Refinancing Indebtedness in respect thereof;<br />

(m) subject to the Intercreditor <strong>Agreement</strong>, (i) Indebtedness in respect of the<br />

Term Credit <strong>Agreement</strong> and any amendments, modifications, supplements, extensions, renewals,<br />

exchanges, refinancings, restatements, restructurings or replacements thereof permitted under the<br />

Intercreditor <strong>Agreement</strong>, in an aggregate principal amount not to exceed at any time<br />

$550,000,000, as such amount is reduced by the amount of repayments of any such Indebtedness<br />

plus (ii) the principal amount of New Term Loans not to exceed the Permitted Pari Incremental<br />

Amount funded in accordance with the Term Credit <strong>Agreement</strong> as in effect on Effective Date;<br />

(n) (i) Indebtedness under any Designated Hedge <strong>Agreement</strong>s entered into in<br />

the ordinary course of business and not for speculative purposes; provided, that any Designated<br />

Hedge <strong>Agreement</strong> that could result in any uncovered short positions with respect to commodities<br />

shall not be permitted pursuant to this clause (n) and (ii) Indebtedness under any “Hedge<br />

<strong>Agreement</strong>s” as defined in, and as permitted under Section 6.1(n) of, the Term Credit <strong>Agreement</strong><br />

as in effect on the Effective Date;<br />

(o) obligations on account of (i) current liabilities of the Credit Parties or their<br />

respective Subsidiaries incurred in the ordinary course of business but not incurred through (x)<br />

the borrowing of money or (y) the obtaining of credit except for credit on an open account basis<br />

CH\1416587.18<br />

106

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