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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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EXHIBIT F-1<br />

EFFECTIVE DATE CERTIFICATE<br />

December 21, 2012<br />

THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:<br />

1. We are, respectively, the chief executive officer and the chief financial officer of<br />

<strong>NewPage</strong> Investment Company LLC (“Holdings”) and <strong>NewPage</strong> Corporation (“Borrower”).<br />

2. We have reviewed the terms of Article III of the Credit <strong>Agreement</strong>, dated as of<br />

December 21, 2012 (as it may be amended, restated, supplemented or otherwise modified, the<br />

“Credit <strong>Agreement</strong>”; the terms defined therein and not otherwise defined herein being used<br />

herein as therein defined), by and among the Borrower, the other Credit Parties party thereto, the<br />

Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent,<br />

JPMorgan Chase Bank, N.A., as Co-Collateral Agent, and Wells Fargo Bank, National<br />

Association, as Co-Collateral Agent, and the definitions and provisions contained in such Credit<br />

<strong>Agreement</strong> relating thereto, and in our opinion we have made, or have caused to be made under<br />

our supervision, such examination or investigation as is necessary to enable us to express an<br />

informed opinion as to the matters referred to herein.<br />

3. Based upon our review and examination described in paragraph 2 above, we<br />

certify, on behalf of Borrower, that as of the date hereof:<br />

(i) the representations and warranties contained in each of the Credit<br />

Documents are true and correct in all material respects on and as of the Effective Date<br />

(both immediately prior to and after giving effect to the funding of the initial Loans and<br />

Letters of Credit that are issued and/or that are to be outstanding as of the Effective Date)<br />

to the same extent as though made on and as of such date, except to the extent such<br />

representations and warranties specifically relate to an earlier date, in which case such<br />

representations and warranties are true and correct in all material respects on and as of<br />

such earlier date; provided that, in each case, such materiality qualifier shall not be<br />

applicable to any representations and warranties that already are qualified or modified by<br />

materiality in the text thereof; and<br />

(ii) no event has occurred and is continuing or would result from the<br />

consummation of the Transactions to be consummated on the Effective Date that would<br />

constitute an Event of Default or a Default.<br />

4. Attached as Annex A hereto are true and complete (and, where applicable,<br />

executed and/or conformed) copies of each of the Related <strong>Agreement</strong>s and the Confirmation<br />

Order, and we have reviewed the terms of each of such documents and in our opinion we have<br />

made, or have caused to be made under our supervision, such examination or investigation as is<br />

necessary to enable us to express an informed opinion as to the matters referred to in<br />

paragraph 3.<br />

CH\1423789.4<br />

<strong>Exhibit</strong> F-1

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