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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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Availability is greater than or equal to the greater of (i) $35,000,000 and (ii) 10% of the<br />

aggregate Commitments then in effect for 30 consecutive days.<br />

“Cash Equivalents” means, as at any date of determination, any of the following: (i)<br />

marketable securities (a) issued or directly and unconditionally guaranteed as to interest and<br />

principal by the United States Government or (b) issued by any agency of the United States the<br />

obligations of which are backed by the full faith and credit of the United States, in each case<br />

maturing within one year after such date; (ii) marketable direct obligations issued by any state of<br />

the United States of America or any political subdivision of any such state or any public<br />

instrumentality thereof, in each case maturing within one year after such date and having, at the<br />

time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s;<br />

(iii) commercial paper maturing no more than one year from the date of creation thereof and<br />

having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2<br />

from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within three months<br />

after such date and issued or accepted by any Lender or by any commercial bank organized<br />

under the laws of the United States of America or any state thereof or the District of Columbia<br />

that (a) is at least “adequately capitalized” (as defined in the regulations of its primary federal<br />

banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than<br />

$1,000,000,000; (v) shares of any money market mutual fund that (a) has substantially all of its<br />

assets invested continuously in the types of investments referred to in clauses (i) and (ii) above,<br />

(b) has net assets of not less than $2,500,000,000, and (c) has the highest rating obtainable from<br />

either S&P or Moody’s; and (vi) repurchase obligations with a term of not more than 90 days for<br />

underlying securities of the types described in clause (i) above entered into with any bank or trust<br />

company meeting the qualifications specified in clause (iv) above.<br />

“Change in Law” means (a) the adoption of any law, rule, regulation or treaty (including<br />

any rules or regulations issued under or implementing any existing law) after the date of this<br />

<strong>Agreement</strong>, (b) any change in any law, rule, regulation or treaty or in the interpretation or<br />

application thereof by any Governmental Authority after the date of this <strong>Agreement</strong> or (c)<br />

compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any<br />

lending office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if<br />

any) with any request, guideline or directive (whether or not having the force of law) of any<br />

Governmental Authority made or issued after the date of this <strong>Agreement</strong>; provided that<br />

notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and<br />

Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in<br />

connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines and<br />

directives promulgated by the Bank for International Settlements, the Basel Committee on<br />

Banking Supervision (or any successor or similar authority) or the United States or foreign<br />

regulatory authorities, shall in each case be deemed to be a “Change in Law”, regardless of the<br />

date enacted, adopted, issued or implemented.<br />

“CFC Subsidiary” means any Subsidiary which is a “controlled foreign corporation”<br />

within the meaning of Section 957 of the Internal Revenue Code.<br />

“Change of Control” means (i) at any time prior to the consummation of a Qualified IPO,<br />

any Person or group (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (a)<br />

shall have acquired beneficial ownership or control of 50% or more of the aggregate ordinary<br />

CH\1416587.18<br />

8

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