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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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course of business and not interfering in any material respect with the ordinary conduct of or<br />

materially detracting from the value of the business of Borrower or such Subsidiary;<br />

(l) Liens described in Schedule 6.02 (and, to the extent any Indebtedness<br />

underlying such Liens is refinanced with Permitted Refinancing Indebtedness, Liens securing<br />

such Permitted Refinancing Indebtedness) or on a title report delivered pursuant to Section<br />

3.01(g)(iii);<br />

(m) Liens securing Indebtedness permitted pursuant to Section 6.01(j) and<br />

6.01(k); provided, any such Lien shall encumber only the asset acquired with the proceeds of<br />

such Indebtedness;<br />

(n) Liens securing Indebtedness permitted by Section 6.01(l), provided any<br />

such Lien shall encumber only those assets which secured such Indebtedness at the time such<br />

assets were acquired by Borrower or its Subsidiaries;<br />

(o) subject to the Intercreditor <strong>Agreement</strong>, Liens in favor of the Term<br />

Collateral Agent securing Indebtedness permitted pursuant to Section 6.01(m);<br />

of business;<br />

(p)<br />

customary security deposits under operating leases in the ordinary course<br />

(q) customary rights of first refusal, “tag-along” and “drag-along” rights, and<br />

put and call arrangements under joint venture agreements;<br />

(r) in connection with the sale or transfer of any Equity Interests or other<br />

assets in a transaction permitted under Section 6.07, customary rights and restrictions contained<br />

in agreements relating to such sale or transfer pending the completion thereof;<br />

(s) other Liens securing Indebtedness in an aggregate amount not to exceed<br />

$20,000,000 at any time outstanding; and<br />

(t) in each case subject to the applicable intercreditor agreement, Liens on the<br />

Collateral securing (i) Indebtedness permitted by Section 6.01(h), (ii) Permitted First Priority<br />

Refinancing Debt to the extent such Indebtedness is permitted by Section 6.01(r) or (iii)<br />

Permitted Second Priority Refinancing Debt to the extent such Indebtedness is permitted by<br />

Section 6.01(r).<br />

SECTION 6.03 No Further Negative Pledges. Except with respect to (a) specific<br />

property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an<br />

executed agreement with respect to a sale or other disposition of assets permitted hereunder, (b)<br />

restrictions by reason of customary provisions restricting assignments, subletting or other<br />

transfers contained in leases, licenses and similar agreements entered into in the ordinary course<br />

of business (provided that such restrictions are limited to the property or assets secured by such<br />

Liens or the property or assets subject to such leases, licenses or similar agreements, as the case<br />

may be), (c) restrictions and conditions imposed by any Credit Document, the Intercreditor<br />

<strong>Agreement</strong>, the Revolving Facility Credit <strong>Agreement</strong> and other documentation entered into in<br />

connection therewith, (d) restrictions and conditions existing on the date hereof identified on<br />

CH\1416587.18<br />

109

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