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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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customary compensation, reimbursement and other fees paid to members of the board of<br />

directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation and<br />

reimbursement arrangements for officers and other employees of Holdings and its Subsidiaries<br />

entered into in the ordinary course of business; (d) Restricted Junior Payments permitted by<br />

Section 6.04(c), 6.04(d), 6.04(e), 6.04(f), 6.04(g), 6.04(h), 6.04(i), 6.04(j) and 6.04(k); (e)<br />

Investments permitted by Section 6.06(e); and (f) transactions described in Schedule 6.10.<br />

SECTION 6.11 Conduct of Business. From and after the Effective Date, no Credit<br />

Party shall, nor shall it permit any of its Subsidiaries to, engage in any business other than (i) the<br />

businesses engaged in by such Credit Party on the Effective Date and similar or related<br />

businesses and (ii) such other lines of business as may be consented to by Required Lenders.<br />

SECTION 6.12 Permitted Activities of Holdings. Holdings shall not (a) incur,<br />

directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than<br />

the Indebtedness and obligations under this <strong>Agreement</strong>, the other Credit Documents and the<br />

Related <strong>Agreement</strong>s or with respect to any Permitted Junior/Unsecured Incremental Debt or<br />

Refinancing Indebtedness; (b) create or suffer to exist any Lien upon any property or assets now<br />

owned or hereafter acquired, leased or licensed by it other than the Liens created under the<br />

Collateral Documents to which it is a party or Permitted Liens; (c) engage in any business or<br />

activity or own any assets other than (i) holding 100% of the Equity Interests of Borrower, (ii)<br />

performing its obligations and activities incidental thereto under the Credit Documents, and to<br />

the extent not inconsistent therewith, the Related <strong>Agreement</strong>s or with respect to any Permitted<br />

Junior/Unsecured Incremental Debt or Refinancing Indebtedness; and (iii) making Restricted<br />

Junior Payments and Investments to the extent permitted by this <strong>Agreement</strong>; (d) consolidate with<br />

or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any<br />

Person; (e) sell or otherwise dispose of any Equity Interests of Borrower; (f) create or acquire<br />

any Subsidiary or make or own any Investment in any Person other than Borrower; or (g) fail to<br />

hold itself out to the public as a legal entity separate and distinct from all other Persons.<br />

SECTION 6.13 Amendments or Waivers of Organizational Documents. No Credit<br />

Party shall nor shall it permit any of its Subsidiaries to, agree to any amendment, restatement,<br />

supplement or other modification to, or waiver of, any of its Organizational Documents in a<br />

manner materially adverse to the Lenders after the Effective Date without in each case obtaining<br />

the prior written consent of Required Lenders to such amendment, restatement, supplement or<br />

other modification or waiver.<br />

SECTION 6.14 Amendments or Waivers of Terms with respect to Certain<br />

Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to, amend or<br />

otherwise change the terms of any Subordinated Indebtedness, or make any payment consistent<br />

with an amendment thereof or change thereto, if the effect of such amendment or change is to<br />

increase the interest rate on such Subordinated Indebtedness, change (to earlier dates) any dates<br />

upon which payments of principal or interest are due thereon, change any event of default or<br />

condition to an event of default with respect thereto (other than to eliminate any such event of<br />

default or increase any grace period related thereto), change the redemption, prepayment or<br />

defeasance provisions thereof, change the subordination provisions of such Subordinated<br />

Indebtedness (or of any guaranty thereof), or if the effect of such amendment or change, together<br />

with all other amendments or changes made, is to increase materially the obligations of the<br />

CH\1416587.18<br />

116

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