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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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“Credit Documents” means this <strong>Agreement</strong> (including the Guaranty), any promissory<br />

notes issued pursuant to this <strong>Agreement</strong>, any Letter of Credit applications, the Collateral<br />

Documents, and all other agreements, instruments, documents and certificates identified in<br />

Section 3.01 executed and delivered to, or in favor of, the Administrative Agent or any Lenders<br />

and including all other pledges, powers of attorney, consents, assignments, contracts, notices,<br />

letter of credit agreements and all other documents, instruments or agreements whether<br />

heretofore, now or hereafter executed by or on behalf of any Credit Party and delivered to the<br />

Administrative Agent, any Co-Collateral Agent, any Issuing Bank or any Lender in connection<br />

with this <strong>Agreement</strong> or the transactions contemplated hereby. Any reference in this <strong>Agreement</strong><br />

or any other Credit Document to a Credit Document shall include all appendices, exhibits or<br />

schedules thereto, and all amendments, restatements, supplements or other modifications thereto,<br />

and shall refer to this <strong>Agreement</strong> or such Credit Document as the same may be in effect at any<br />

and all times such reference becomes operative.<br />

“Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s<br />

Revolving Exposure, plus (b) an amount equal to a product of (i) the aggregate principal amount<br />

of Protective Advances outstanding multiplied by (ii) a fraction (x) the numerator of which is<br />

such Lender’s Commitment and the denominator of which is the aggregate Commitments or (y)<br />

if the Commitments have terminated or expired, the numerator of which is such Lender’s<br />

Revolving Exposure and the denominator of which is the Aggregate Revolving Exposures at that<br />

time.<br />

“Credit Parties” means the Borrower and the Guarantors.<br />

“Currency <strong>Agreement</strong>” means any foreign exchange contract, currency swap agreement,<br />

futures contract, option contract, synthetic cap or other similar agreement or arrangement, each<br />

of which is for the purpose of hedging the foreign currency risk associated with Holdings’ and its<br />

Subsidiaries’ operations and not for speculative purposes.<br />

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation,<br />

conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,<br />

receivership, insolvency, reorganization, or similar debtor relief laws of the United States or<br />

other applicable jurisdictions from time to time in effect.<br />

“Debtors” has the meaning assigned to such term in the definition of the term “Chapter<br />

11 Case”.<br />

“Default” means a condition or event that, after notice or lapse of time or both, would<br />

constitute an Event of Default.<br />

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of<br />

the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion<br />

of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Lender Party<br />

any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such<br />

Lender notifies the Administrative Agent in writing that such failure is the result of such<br />

Lender’s good faith determination that a condition precedent to funding (specifically identified<br />

and including the particular Default, if any) has not been satisfied; (b) has notified the Borrower<br />

CH\1416587.18<br />

15

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