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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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(b) Default in Other <strong>Agreement</strong>s. (i) Failure of any Credit Party or any of<br />

their respective Subsidiaries to pay when due any principal of or interest on or any other amount,<br />

including any payment in settlement, payable in respect of one or more items of Indebtedness<br />

with an aggregate principal amount (or Net Mark-to-Market Exposure) of $25,000,000 or more,<br />

in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any<br />

Credit Party with respect to any other material term of (1) one or more items of Indebtedness in<br />

the individual or aggregate principal amounts (or Net Mark-to-Market Exposure) referred to in<br />

clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to<br />

such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if<br />

the effect of such breach or default is to cause, or to permit the holder or holders of that<br />

Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to<br />

become or be declared due and payable (or subject to a compulsory repurchase or redeemable)<br />

prior to its stated maturity or the stated maturity of any underlying obligation, as the case may<br />

be; provided, that clause (ii) shall not apply to secured Indebtedness that becomes due or subject<br />

to a mandatory offer to repurchase, prepay, defease or redeem such Indebtedness as a result of<br />

the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or<br />

transfer is permitted hereunder and under the documents providing for such Indebtedness; or<br />

(c) Breach of Certain Covenants. Failure of any Credit Party to perform or<br />

comply with any term or condition contained in Section 5.02, 5.12 or 5.18 or in Article VI; or<br />

(d) Breach of Representations, Etc. Any representation, warranty,<br />

certification or other statement made or deemed made by any Credit Party in any Credit<br />

Document or in any statement or certificate at any time given by any Credit Party or any of its<br />

Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be<br />

false in any material respect as of the date made or deemed made; or<br />

(e) Other Defaults Under Credit Documents. Any Credit Party shall default in<br />

the performance of or compliance with any term contained in (i) Section 5.01(n) applicable<br />

during the Weekly Reporting Period and such default shall not have been remedied or waived<br />

within ten days after the earlier of (A) an officer of such Credit Party becoming aware of such<br />

default or (B) receipt by Borrower of notice from Administrative Agent or any Lender of such<br />

default or (ii) herein or any of the other Credit Documents, other than any such term referred to<br />

in the foregoing clause (i) or in any other paragraph of this Article VIII, and such default shall<br />

not have been remedied or waived within thirty days after the earlier of (A) an officer of such<br />

Credit Party becoming aware of such default or (B) receipt by Borrower of notice from<br />

Administrative Agent or any Lender of such default; or<br />

(f) Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of<br />

competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its<br />

Subsidiaries in an involuntary case under any Debtor Relief Laws now or hereafter in effect,<br />

which decree or order is not stayed; or any other similar relief shall be granted under any<br />

applicable federal or state law; or (ii) an involuntary case shall be commenced against Holdings<br />

or any of its Subsidiaries under any Debtor Relief Laws now or hereafter in effect; or a decree or<br />

order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator,<br />

sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its<br />

Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there<br />

CH\1416587.18<br />

124

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