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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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The unpaid principal amount hereof from time to time outstanding shall bear interest at a<br />

rate equal to the rate as may be agreed upon in writing from time to time by the relevant Payor<br />

and Payee. Interest shall be due and payable at such times as may be agreed upon from time to<br />

time by the relevant Payor and Payee. Upon demand for payment of any principal amount<br />

hereof then payable hereunder, accrued but unpaid interest on such principal amount shall also<br />

be due and payable. Interest shall be paid in any lawful currency as may be agreed upon by the<br />

relevant Payor and Payee and in immediately available funds. Interest shall be computed for the<br />

actual number of days elapsed on the basis of a year consisting of 365 days.<br />

Each Payor and any endorser of this Promissory Note hereby waives presentment,<br />

demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any<br />

rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.<br />

This Promissory Note has been pledged (a) to the Term Loan Agent, for the benefit of the<br />

Secured Parties, by each Payee that is a Credit Party, as security for such Payee’s obligations, if<br />

any, under the Credit Documents to which such Payee is a party and (b) to the Revolving Loan<br />

Agent, for the benefit of the Secured Parties (as defined in the Revolving Credit <strong>Agreement</strong>, the<br />

“Revolving Secured Parties”), by each Payee that is a Credit Party (as defined in the Revolving<br />

Credit <strong>Agreement</strong>, the “Revolving Credit Parties”), as security for such Payee’s obligations, if<br />

any, under the Credit Documents (as defined in the Revolving Credit <strong>Agreement</strong>, the<br />

“Revolving Credit Documents”) to which such Payee is a party. Each Payor acknowledges and<br />

agrees that after the occurrence of and during the continuation of (a) an Event of Default, the<br />

Term Loan Agent and the other Secured Parties may exercise all the rights of each Payee that is a<br />

Credit Party under this Promissory Note and will not be subject to any abatement, reduction,<br />

recoupment, defense, setoff or counterclaim available to such Payor and (b) an Event of Default<br />

(as defined in the Revolving Credit <strong>Agreement</strong>, a “Revolving Event of Default”), the Revolving<br />

Loan Agent and the other Revolving Secured Parties may exercise all the rights of each Payee<br />

that is a Revolving Credit Party under this Promissory Note and will not be subject to any<br />

abatement, reduction, recoupment, defense, setoff or counterclaim available to such Payor.<br />

Each Payee agrees that any and all claims of such Payee against any Payor that is a Credit<br />

Party or any endorser of this Promissory Note, or against any of their respective properties, shall<br />

be subordinate and subject in right of payment to the Secured Obligations (as defined in the<br />

Pledge and Security <strong>Agreement</strong>) until all of the Secured Obligations have been performed and<br />

paid in full (other than contingent indemnification obligations not due and payable) and all<br />

commitments to extend credit under any Credit Document have been terminated; provided, that<br />

each Payor that is a Credit Party may make payments to the applicable Payee so long as no Event<br />

of Default shall have occurred and be continuing; and provided, further, that all loans and<br />

advances made by a Payee pursuant to this Promissory Note shall be received by the applicable<br />

Payor subject to the provisions of the Credit Documents. Each Payee agrees that any and all<br />

claims of such Payee against any Payor that is a Revolving Credit Party or any endorser of this<br />

Promissory Note, or against any of their respective properties, shall be subordinate and subject in<br />

right of payment to the Secured Obligations (as defined in the Pledge and Security <strong>Agreement</strong><br />

(as defined in the Revolving Credit <strong>Agreement</strong>), the “Revolving Secured Obligations”) until all<br />

of the Revolving Secured Obligations have been performed and paid in full (other than<br />

contingent indemnification obligations not due and payable) and all commitments to extend<br />

credit under any Revolving Credit Document have been terminated; provided, that each Payor<br />

CH\1423789.4<br />

EXHIBIT K-2

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