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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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“Banking Services Obligations” in the Revolving Loan <strong>Agreement</strong> as in effect on the date<br />

hereof.<br />

“Collateral” shall mean all of the property and interests in property, real or personal,<br />

tangible or intangible, now owned or hereafter acquired by any Grantor in or upon which any<br />

Revolving Loan Secured Party or Term Loan Secured Party at any time has or purports to have a<br />

Lien, and including, without limitation, all Proceeds of such property and interests in property.<br />

“Discharge of Revolving Loan Debt” shall mean, subject to Sections 6.9 and 11.3 hereof:<br />

(a) the payment in full in cash of the principal and interest (including any interest<br />

which would accrue and become due but for the commencement of an Insolvency Proceeding,<br />

whether or not such amounts are allowed or allowable in whole or in part in such Insolvency<br />

Proceeding) constituting Revolving Loan Debt;<br />

(b) the payment in full in cash of all other Revolving Loan Debt that is due and<br />

payable or otherwise accrued and owing at or prior to the time such principal and interest are<br />

paid (including any such amounts which would accrue and become due but for the<br />

commencement of an Insolvency Proceeding, whether or not such amounts are allowed or<br />

allowable in whole or in part in such Insolvency Proceeding), other than indemnification<br />

obligations for which no claim or demand for payment, whether oral or written, has been made at<br />

such time;<br />

(c) (i) the delivery to Revolving Loan Agent of cash collateral, or at Revolving<br />

Loan Agent’s option, the delivery to Revolving Loan Agent of a letter of credit issued by a bank<br />

acceptable to Revolving Loan Agent and in form and substance satisfactory to Revolving Loan<br />

Agent, in either case in respect of letters of credit, banker’s acceptances or similar instruments<br />

issued under the Revolving Loan Documents (in an amount equal to one hundred five (105%)<br />

percent of the amount of such letters of credit, banker’s acceptance or similar instruments),<br />

Revolving Loan Bank Product Obligations (or, at the option of the Revolving Loan Secured<br />

Party with respect to such Revolving Loan Bank Product Obligations, the termination of the<br />

applicable Revolving Loan Bank Product Obligations and the payment in full in cash of<br />

Revolving Loan Debt due and payable in connection with such termination), and (ii) the delivery<br />

to Revolving Loan Agent of cash collateral, or at Revolving Loan Agent’s option, the delivery to<br />

Revolving Loan Agent of a letter of credit issued by a bank acceptable to Revolving Loan Agent<br />

and in form and substance satisfactory to Revolving Loan Agent, in either case in respect of<br />

continuing obligations of Revolving Loan Agent and Revolving Loan Lenders under control<br />

agreements and other contingent Revolving Loan Debt for which a claim or demand for payment<br />

has been made at such time or in respect of matters or circumstances known to a Revolving Loan<br />

Secured Party at the time which are reasonably expected to result in any loss, cost, damage or<br />

expense (including attorneys’ fees and legal expenses) to any Revolving Loan Secured Party for<br />

which such Revolving Loan Secured Party is entitled to indemnification by any Grantor; and<br />

(d) the termination of the commitments of the Revolving Loan Lenders and the<br />

financing arrangements provided by Revolving Loan Agent and the Revolving Loan Lenders to<br />

Grantors under the Revolving Loan Documents.<br />

CH\1408709.10<br />

3

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