Exhibit 10.2 NewPage - Executed ABL Agreement

More documents

Recommendations

Info

COMMITMENT SCHEDULE LENDER COMMITMENT JPMorgan Chase Bank, N.A. $40,000,000 Wells Fargo Bank, National Association $60,000,000 Goldman Sachs Lending Partners LLC $35,000.000 UBS AG, Stamford Branch $35,000,000 Bank of America, N.A. $35,000,000 Regions Bank $35,000,000 Barclays Bank PLC $30,000,000 Siemens Financial Services, Inc. $25,000,000 Amalgamated Bank $25,000,000 City National Bank $15,000,000 RB International Finance (USA) LLC $15,000,000 Total $350,000,000.00 CH\1423789.4 1
EXHIBIT A ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 1. Assignor: ______________________________ 2. Assignee: ______________________________ [and is an Affiliate/Approved Fund of [identify Lender] 1 ] 3. Borrower: NewPage Corporation, a Delaware corporation 4. Administrative Agent: JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement 1 Select as applicable. CH\1423789.4 Exhibit A
Page 1 and 2:
EXECUTION VERSION CREDIT AGREEMENT
Page 3 and 4:
SECTION 4.04 No Conflict...........
Page 5 and 6:
SECTION 10.07 Severability ........
Page 7 and 8:
“Administrative Incumbency Certif
Page 9 and 10:
expiration of the time for delivery
Page 11 and 12:
eorganization or liquidation of its
Page 13 and 14:
Availability is greater than or equ
Page 15 and 16:
a Lien on any real, personal or mix
Page 17 and 18:
Agreements, any acquisition or any
Page 19 and 20:
compensation charges and expenses,
Page 21 and 22:
or any Lender Party in writing, or
Page 23 and 24:
“Effective Date Mortgaged Propert
Page 25 and 26:
amount of Accounts owing from such
Page 27 and 28:
(ff) consists of Hazardous Material
Page 29 and 30:
Section 4071 of ERISA in respect of
Page 31 and 32:
such rate is not so published for a
Page 33 and 34:
“Guarantor Subsidiary” means ea
Page 35 and 36:
“Intercreditor Agreement” means
Page 37 and 38:
“LC Disbursement” means a payme
Page 39 and 40:
“Net Asset Sale Proceeds” means
Page 41 and 42:
“Other Connection Taxes” means,
Page 43 and 44:
(d) below, Borrower shall have take
Page 45 and 46:
time minus that portion, if any, of
Page 47 and 48:
governmental charges) with respect
Page 49 and 50:
“Standby LC Exposure” means, at
Page 51 and 52:
“Type”, when used in reference
Page 53 and 54:
elating to the components of the Bo
Page 55 and 56:
Loans to the Borrower, on behalf of
Page 57 and 58:
Loans) shall transfer the amount of
Page 59 and 60:
this paragraph to reimburse such Is
Page 61 and 62:
which investments shall be made at
Page 63 and 64:
SECTION 2.09 Termination and Reduct
Page 65 and 66:
of prepayment of a Eurodollar Revol
Page 67 and 68:
(a) the Administrative Agent determ
Page 69 and 70:
e conclusive absent manifest error.
Page 71 and 72:
(D) in the case of a Non-U.S. Lende
Page 73 and 74:
first, to pay any fees, indemnities
Page 75 and 76:
Lenders or the Issuing Banks hereun
Page 77 and 78:
(v) if all or any portion of such D
Page 79 and 80:
or subsequently issued or made Lett
Page 81 and 82:
(at their expense) amend (and Admin
Page 83 and 84:
Plan (other than objections to the
Page 85 and 86:
Borrower has obtained a policy of f
Page 87 and 88:
(t) No Default. As of the Effective
Page 89 and 90:
Schedule 4.01, (b) has all requisit
Page 91 and 92:
the underlying facts or related eve
Page 93 and 94:
(“Environmental Permits”) and i
Page 95 and 96:
Section 4221(e) of ERISA have not r
Page 97 and 98:
have been reimbursed, each Credit P
Page 99 and 100: Affiliates from a Multiemployer Pla
Page 101 and 102: Credit Parties as any Co-Collateral
Page 103 and 104: Collateral under such policies of i
Page 105 and 106: (iii) as soon as practicable follow
Page 107 and 108: those concerning the actual or susp
Page 109 and 110: purposes of Section 6.06(d), Borrow
Page 111 and 112: Administrative Agent and (ii) both
Page 113 and 114: (a) Liens in favor of the Administr
Page 115 and 116: Schedule 6.03, and amendments, modi
Page 117 and 118: defeasance), or make similar paymen
Page 119 and 120: (f) Permitted Acquisitions permitte
Page 121 and 122: customary compensation, reimburseme
Page 123 and 124: with respect to any Contributing Gu
Page 125 and 126: emedy (whether arising under the Cr
Page 127 and 128: SECTION 7.07 Subordination of Other
Page 129 and 130: (b) Default in Other Agreements. (i
Page 131 and 132: satisfaction in full of all Obligat
Page 133 and 134: Each Agent may perform any and all
Page 135 and 136: JPMorgan Chase Bank, N.A. 500 Stant
Page 137 and 138: any Guarantor from its obligation u
Page 139 and 140: (4) taxes, fees and other charges f
Page 141 and 142: (A) except in the case of an assign
Page 143 and 144: 2.17 (subject to the requirements a
Page 145 and 146: (b) Each Credit Party hereby irrevo
Page 147 and 148: INFORMATION IN ACCORDANCE WITH ITS
Page 164 and 165: 5. Credit Agreement: The Credit Agr
Page 166 and 167: JPMORGAN CHASE BANK, N.A., as Admin
Page 168 and 169: 3. General Provisions. This Assignm
Page 170 and 171: EXHIBIT B Page 2 of 4 Officer’s C
Page 172 and 173: NewPage Corporation Borrowing Base
Page 174 and 175: COMPLIANCE CERTIFICATE EXHIBIT C To
Page 176 and 177: SCHEDULE I Fixed Charge Coverage Ra
Page 178 and 179: (f) (1) non-Cash compensation charg
Page 180 and 181: in each case, to the extent that su
Page 182 and 183: (k) policies are in accordance with
Page 184 and 185: ANNEX C TO SCHEDULE I TO COMPLIANCE
Page 186 and 187: Borrower’s Applicable Rate Calcul
Page 188 and 189: 5. Each Credit Party has requested
Page 190 and 191: Related Agreements and the Confirma
Page 192 and 193: EXHIBIT F-2 SOLVENCY CERTIFICATE De
Page 194 and 195: EXHIBIT G EXISTING LETTERS OF CREDI
Page 196 and 197: S-951874 Standby Letter of Credit A
Page 198 and 199: WF SM232551 Standby Letter of Credi
Page 200 and 201:
EXHIBIT I MORTGAGE [Separately Atta
Page 202 and 203:
WHEREAS, the relative rights and ob
Page 204 and 205:
IN WITNESS WHEREOF, the undersigned
Page 206 and 207:
EXHIBIT A TO LANDLORD PERSONAL PROP
Page 208 and 209:
EXHIBIT K INTERCOMPANY NOTE Note Nu
Page 210 and 211:
that is a Revolving Credit Party ma
Page 212 and 213:
account of any of the Revolving Sec
Page 214 and 215:
IN WITNESS WHEREOF, each Payor has
Page 216 and 217:
Schedule A TRANSACTIONS UNDER PROMI
Page 218 and 219:
ESCANABA PAPER COMPANY By: Name: Ti
Page 220 and 221:
3. The address of the New Subsidiar
Page 222 and 223:
EXHIBIT N INTERCREDITOR AGREEMENT [
Page 224 and 225:
TABLE OF CONTENTS Section Page Sect
Page 226 and 227:
11.14 Authorization ...............
Page 228 and 229:
NOW, THEREFORE, in consideration of
Page 230 and 231:
“Discharge of Term Loan Debt” s
Page 232 and 233:
“Purchasing Term Loan Secured Par
Page 234 and 235:
the total voting power of shares of
Page 236 and 237:
“shall”. Unless the context req
Page 238 and 239:
2.5 Affiliate Obligations. The part
Page 240 and 241:
owe all or a material portion of th
Page 242 and 243:
(B) the Revolving Loan Standstill P
Page 244 and 245:
Collateral), or the validity or enf
Page 246 and 247:
(vi) exercise all other rights and
Page 248 and 249:
Loan Agent with respect thereto. It
Page 250 and 251:
(i) first, to the Term Loan Debt an
Page 252 and 253:
as the case may be, such amount app
Page 254 and 255:
favor of any other person or any or
Page 256 and 257:
any order with respect to the use o
Page 258 and 259:
the Revolving Loan Secured Parties
Page 260 and 261:
adequate protection on the same bas
Page 262 and 263:
(i) to obtain adequate protection i
Page 264 and 265:
Parties shall not be deemed to have
Page 266 and 267:
all rights under deposit account co
Page 268 and 269:
hereunder, and each Revolving Loan
Page 270 and 271:
shall have closed within five (5) B
Page 272 and 273:
extensions of credit made or deemed
Page 274 and 275:
(ii) increase the “Applicable Mar
Page 276 and 277:
Parties, agree, in connection with
Page 278 and 279:
OF THE PARTIES HERETO WAIVES ANY RI
Page 280 and 281:
11.12 Section Titles; Time Periods.
Page 282 and 283:
ACKNOWLEDGMENT AND AGREEMENT Each o
Page 284 and 285:
RUMFORD PAPER COMPANY By: Name: Tit
Page 286 and 287:
foregoing and substitutions, replac
Page 288 and 289:
IN WITNESS WHEREOF, the Additional
Page 290 and 291:
NewPage Corporation Real Property l
Page 292 and 293:
Page 294 and 295:
Page 296 and 297:
Page 298 and 299:
Page 300 and 301:
Page 302 and 303:
Page 304 and 305:
Notwithstanding the foregoing, the
Page 306 and 307:
7206/54832-001 current/33810767v1
Page 308 and 309:
Rumford, ME Mill The property descr
Page 310 and 311:
Wickliffe, KY Mill The property des
Page 312 and 313:
thence, continuing generally parall
Page 314 and 315:
Beginning at a point where the nort
Page 316 and 317:
SCHEDULE 4.01 JURISDICTIONS OF ORGA
Page 318 and 319:
ISSUER OWNER / HOLDER TYPE OF INTER
Page 320 and 321:
ISSUER OWNER / HOLDER TYPE OF INTER
Page 322 and 323:
SCHEDULE 4.11 PAYMENT OF TAXES None
Page 324 and 325:
Page 326 and 327:
Page 328 and 329:
Page 330 and 331:
Page 332 and 333:
Page 334 and 335:
Page 336 and 337:
Page 338 and 339:
Page 340 and 341:
Page 342 and 343:
Page 344 and 345:
Page 346 and 347:
Page 348 and 349:
Page 350 and 351:
Page 352 and 353:
Page 354 and 355:
Page 356 and 357:
Page 358 and 359:
Page 360 and 361:
SCHEDULE 4.13 ENVIRONMENTAL MATTERS
Page 362 and 363:
SCHEDULE 4.15 MATERIAL CONTRACTS 1.
Page 364 and 365:
SCHEDULE 4.26 INSURANCE See attache
Page 366 and 367:
NewPage Corporation Schedule of Ins
Page 368 and 369:
SCHEDULE 6.01 EXISTING INDEBTEDNESS
Page 370 and 371:
SCHEDULE 6.03 CERTAIN NEGATIVE PLED
Page 372 and 373:
SCHEDULE 6.06 CERTAIN INVESTMENTS 1
show all

Exhibit 10.2 NewPage - Executed ABL Agreement

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?