Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
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Schedule 6.03, and amendments, modifications, extensions and renewals thereof (including any<br />
such extension or renewal arising as a result of an extension, renewal or refinancing of any<br />
Indebtedness containing such restriction or condition); provided, in each case, that the scope of<br />
any such restriction or condition shall not have been expanded as a result thereof, (e) restrictions<br />
and conditions imposed by any agreement relating to secured Indebtedness permitted by Section<br />
6.01(k) or 6.0(l); provided, that such restrictions and conditions apply only to the assets securing<br />
such Indebtedness, (f) restrictions and conditions imposed by agreements binding on any<br />
Subsidiary (or on any Person not previously a Subsidiary that is merged or consolidated with or<br />
into a Subsidiary in a transaction permitted hereunder) in existence at the time such Subsidiary<br />
became a Subsidiary (or at the time of such merger or consolidation); provided, that such<br />
restrictions and conditions apply only to such Subsidiary (or, in the case of any such merger or<br />
consolidation, the Persons party thereto), and amendments, modifications, extensions or renewals<br />
thereof (including any such extension or renewal arising as a result of an extension, renewal or,<br />
in the case of any such agreement relating to Indebtedness, refinancing of such agreement);<br />
provided, in each case, that the scope of any such restriction or condition shall not have been<br />
expanded as a result thereof, (g) in connection with the sale of any Equity Interests in a<br />
Subsidiary or any other assets, customary restrictions and conditions contained in agreements<br />
relating to such sale pending the completion thereof; provided, that such restrictions and<br />
conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted<br />
under Section 6.07, (h) restrictions and conditions contained in agreements and documents<br />
governing Indebtedness of any Subsidiary permitted hereunder that is not, and is not required to<br />
become, a Credit Party hereunder; provided, that such restrictions and conditions apply only to<br />
such Subsidiary, and (i) restrictions in any Refinancing Indebtedness as long as, in the case of<br />
this clause (i), any restrictions on the creation or assumption of any Lien upon any of Credit<br />
Party’s properties or assets, whether now owned or hereafter acquired, to secure the Secured<br />
Obligations in Refinancing Indebtedness shall not be less favorable to the Secured Parties, when<br />
taken as a whole, than any such restrictions in the Refinanced Debt, no Credit Party nor any of its<br />
Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien<br />
upon any of its properties or assets, whether now owned or hereafter acquired, to secure the<br />
Secured Obligations.<br />
SECTION 6.04 Restricted Junior Payments. No Credit Party shall, nor shall it<br />
permit any of its Subsidiaries or Affiliates that are controlled by Holdings or any of its<br />
Subsidiaries through any manner or means or through any other Person to, directly or indirectly,<br />
declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum<br />
for any Restricted Junior Payment except that:<br />
(a) Any Subsidiary of Borrower may declare and pay dividends or make other<br />
distributions ratably to its equity holders;<br />
(b) payments of reasonable and customary Earn Out Indebtedness will be<br />
permitted; provided that 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 />
(c) Borrower may make Restricted Junior Payments to Holdings (i) in an<br />
aggregate amount not to exceed $2,000,000 in any Fiscal Year, to the extent necessary to permit<br />
Holdings to pay general administrative costs and expenses, so long as no Default or Event of<br />
CH\1416587.18<br />
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