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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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“Discharge of Term 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 Term Loan Debt;<br />

(b) the payment in full in cash of all other Term 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 case), other than indemnification obligations for which no<br />

claim or demand for payment, whether oral or written, has been made at such time; and<br />

(c) the delivery to Term Loan Agent of cash collateral in respect of Term<br />

Loan Bank Product Obligations (or, at the option of the Term Loan Secured Party with respect to<br />

such Term Loan Bank Product Obligations, the termination of the applicable Term Loan Bank<br />

Product Obligations and the payment in full in cash of Term Loan Debt due and payable in<br />

connection with such termination), continuing obligations of Term Loan Agent and Term Loan<br />

Lenders under control agreements and other contingent Term Loan Debt for which a claim or<br />

demand for payment has been made at such time or in respect of matters or circumstances known<br />

to a Term Loan Secured Party at the time which are reasonably expected to result in any loss,<br />

cost, damage or expense (including attorneys’ fees and legal expenses) to any Term Loan<br />

Secured Party for which such Term Loan Secured Party is entitled to indemnification by any<br />

Grantor.<br />

“Disposition” shall mean any sale, lease, license, assignment, exchange, transfer or other<br />

disposition and including any casualty or condemnation.<br />

“Exigent Circumstance” shall mean an event or circumstance that materially and<br />

imminently threatens the ability of Revolving Loan Agent to realize upon all or a material<br />

portion of the Revolving Loan Priority Collateral or the ability of Term Loan Agent to realize<br />

upon all or a material portion of the Term Loan Priority Collateral, as the case may be, such as,<br />

without limitation, fraudulent removal, concealment, destruction (other than to the extent<br />

covered by insurance), material waste or abscondment thereof.<br />

“Grantors” shall mean, collectively, <strong>NewPage</strong>Co, Holdings, Guarantors and each<br />

Subsidiary of any of the foregoing that shall have granted a Lien on any of its assets to secure<br />

any Revolving Loan Debt or Term Loan Debt, together with their respective successors and<br />

assigns; sometimes being referred to herein individually as a “Grantor”.<br />

“Guarantors” shall mean, collectively, (a) Holdings, (b) any other Person (other than<br />

<strong>NewPage</strong>Co) that as of the date hereof is, or at any time hereafter becomes, a party to a<br />

guarantee in favor of Revolving Loan Agent or the Revolving Loan Secured Parties in respect of<br />

any of the Revolving Loan Debt or in favor of Term Loan Agent or the Term Loan Secured<br />

Parties in respect of any of the Term Loan Debt, and (c) their respective successors and assigns,<br />

and “Guarantor” shall mean each of them.<br />

CH\1408709.10<br />

4

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