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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian<br />

of Holdings or any of its Subsidiaries for all or a substantial part of its property; or a warrant of<br />

attachment, execution or similar process shall have been issued against any substantial part of the<br />

property of Holdings or any of its Subsidiaries, and any such event described in this clause (ii)<br />

shall continue for sixty days without having been dismissed, bonded or discharged, in each case,<br />

other than with respect to an Immaterial Subsidiary; or<br />

(g) Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any<br />

of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a<br />

voluntary case under any Debtor Relief Laws now or hereafter in effect, or shall consent to the<br />

entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a<br />

voluntary case, under any such law, or shall consent to the appointment of or taking possession<br />

by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or<br />

any of its Subsidiaries shall make any assignment for the benefit of creditors; (ii) Holdings or<br />

any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its<br />

inability, to pay its debts as such debts become due; or the board of directors (or similar<br />

governing body) of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt<br />

any resolution or otherwise authorize any action to approve any of the actions referred to herein<br />

or in clause(f) of this Article; or (iii) any material suspension by Holdings or any Subsidiary of<br />

operation of its business (other than suspensions in the ordinary course of business, including,<br />

without limitation, mill downtime consistent with past practices, including, without limitation,<br />

market and maintenance related downtime), in each case, other than with respect to an<br />

Immaterial Subsidiary; or<br />

(h) Judgments and Attachments. Any money judgment, writ or warrant of<br />

attachment or similar process involving in the aggregate at any time an amount in excess of<br />

$25,000,000 (in each case, to the extent not adequately covered by insurance as to which a<br />

solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed<br />

against Holdings or any of its Subsidiaries or any of their respective assets and shall remain<br />

undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later<br />

than five days prior to the date of any proposed sale thereunder); or<br />

(i) Dissolution. Any order, judgment or decree shall be entered against any<br />

Credit Party decreeing the dissolution or split up of such Credit Party and such order shall remain<br />

undischarged or unstayed for a period in excess of thirty days; or<br />

(j) Employee Benefit Plans. (i) There shall occur one or more ERISA Events<br />

which individually or in the aggregate results in or might reasonably be expected to result in<br />

liability of Holdings or any of its ERISA Affiliates in excess of $25,000,000 during the term<br />

hereof; or (ii) there exists any fact or circumstance that reasonably could be expected to result in<br />

the imposition of a Lien or security interest pursuant to Section 430(k) of the Internal Revenue<br />

Code or ERISA or a violation of Section 436 of the Internal Revenue Code; or<br />

(k)<br />

Change of Control. A Change of Control shall occur; or<br />

(l) Guaranties, Collateral Documents and other Credit Documents. At any<br />

time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the<br />

CH\1416587.18<br />

125

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