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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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or any Lender Party in writing, or has made a public statement, to the effect that it does not<br />

intend or expect to comply with any of its funding obligations under this <strong>Agreement</strong> (unless such<br />

writing or public statement indicates that such position is based on such Lender’s good faith<br />

determination that a condition precedent to funding a Loan under this <strong>Agreement</strong> (specifically<br />

identified and including the particular Default, if any) cannot be satisfied) or generally under<br />

other agreements in which it commits to extend credit, (c) has failed, within three Business Days<br />

after request by a Lender Party, acting in good faith, to provide a certification in writing from an<br />

authorized officer of such Lender that it will comply with its obligations to fund prospective<br />

Loans and participations in then outstanding Letters of Credit and Swingline Loans under this<br />

<strong>Agreement</strong>, provided that such Lender shall cease to be a Defaulting Lender pursuant to this<br />

clause (c) upon such Lender Party’s receipt of such certification in form and substance<br />

satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy<br />

Event; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership<br />

or acquisition of any Equity Interest in that Lender or any direct or indirect parent company<br />

thereof by a Governmental Authority so long as such ownership interest does not result in or<br />

provide such Lender with immunity from the jurisdiction of courts within the United States or<br />

from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or<br />

such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any<br />

contracts or agreements made with such Lender.<br />

“Deposit Account” means a demand, time, savings, passbook or like account with a bank,<br />

savings and loan association, credit union or like organization, other than an account evidenced<br />

by a negotiable certificate of deposit.<br />

“Deposit Account Control <strong>Agreement</strong>” has the meaning assigned to such term in the<br />

Pledge and Security <strong>Agreement</strong>.<br />

“Designated Hedge <strong>Agreement</strong>” means any Hedge <strong>Agreement</strong> between a Credit Party<br />

and a Designated Hedge Provider.<br />

“Designated Hedge Obligations” of a Credit Party means any and all obligations of such<br />

Credit Party, whether absolute or contingent and howsoever and whensoever created, arising,<br />

evidenced or acquired (including all renewals, extensions and modifications thereof and<br />

substitutions therefor), under (a) any and all Designated Hedge <strong>Agreement</strong>s, and (b) any and all<br />

cancellations, buy backs, reversals, terminations or assignments of any Designated Hedge<br />

<strong>Agreement</strong>; provided, that Designated Hedge Obligations shall not include any of the foregoing<br />

obligations that constitute secured obligations under the Term Credit <strong>Agreement</strong>.<br />

“Designated Hedge Provider” means a Person that is a Lender or an Affiliate of a Lender<br />

on the Effective Date or, if the applicable Hedge <strong>Agreement</strong> is established later, on the date such<br />

Hedge <strong>Agreement</strong> is entered into (in each case regardless of whether such Person subsequently<br />

ceases to be Lender or an Affiliate of a Lender, as the case may be) and that has provided by the<br />

tenth (10th) Business Day after the later of (i) the Effective Date or (ii) the date that such Hedge<br />

<strong>Agreement</strong> is entered into or the party to it becomes a Lender (or is an Affiliate), a written notice<br />

to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent,<br />

that is acknowledged and agreed by the Borrower and the Administrative Agent, that obligations<br />

arising from the applicable Hedge <strong>Agreement</strong> constitute “Designated Hedge Obligations” for<br />

CH\1416587.18<br />

16

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