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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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“Effective Date Mortgaged Property” has the meaning assigned to such term in Section<br />

3.01(g)(i).<br />

“Eligible Accounts” means (without limiting the Administrative Agent’s discretion<br />

provided herein), on any date of determination of the Borrowing Base, all of the Accounts owned<br />

by the Borrower or any Borrowing Base Guarantor, as applicable, and reflected in the most<br />

recent Borrowing Base Certificate delivered by the Borrower to the Administrative Agent,<br />

except any Account:<br />

(a) which is not subject to a first priority perfected security interest in favor of<br />

the Administrative Agent;<br />

Liens;<br />

(b)<br />

(c)<br />

which is subject to any Lien other than Permitted Revolving Collateral<br />

which is not owned by the Borrower or any Borrowing Base Guarantor;<br />

(d) which is due from a Foreign Account Debtor; provided, however, that up<br />

to $20,000,000 of the aggregate face amount of such Accounts due from Foreign Account<br />

Debtors shall not be deemed ineligible under this clause (d), so long as such Accounts would<br />

otherwise be Eligible Accounts but for this clause (d);<br />

(e) which is payable in any currency other than (i) Dollars, (ii) with respect to<br />

any Account Debtor domiciled in Canada or organized under the laws of Canada or any political<br />

subdivision thereof, Canadian Dollars or (iii) any other foreign currency approved by the<br />

Administrative Agent in its Permitted Discretion, unless such Account is supported by an<br />

irrevocable letter of credit in form and substance satisfactory to Administrative Agent, issued by<br />

a financial institution satisfactory to Administrative Agent and which has been duly transferred<br />

to Administrative Agent (together with sufficient documentation to permit direct draws by<br />

Administrative Agent thereon);<br />

(f) which does not arise from the sale of goods or the performance of services<br />

by Borrower or such Borrowing Base Guarantor in the ordinary course of its business;<br />

(g) which does not comply in all material respects with all applicable legal<br />

requirements, including, without limitation, all laws, rules, regulations and orders of any<br />

Governmental Authority (including any Account due from an Account Debtor located in the<br />

States of Minnesota or New Jersey unless Borrower or the applicable Borrowing Base Guarantor<br />

(at the time the Account was created and at all times thereafter) (A) had filed and has maintained<br />

effective a current notice of business activities report with the appropriate office or agency of<br />

such States, as applicable, or (B) was and has continued to be exempt from filing such report and<br />

has provided the Administrative Agent with satisfactory evidence thereof);<br />

(h) (A) upon which either Borrower’s or any Borrowing Base Guarantor’s, as<br />

applicable, right to receive payment is not absolute or is contingent upon the fulfillment of any<br />

condition whatsoever unless such condition is satisfied or (B) as to which either Borrower or any<br />

Borrowing Base Guarantor, as applicable, is not able to bring suit or otherwise enforce its<br />

remedies against the Account Debtor through judicial or administrative process or (C) that<br />

CH\1416587.18<br />

18

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