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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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“Hedging Obligations” shall mean (a) with respect to any Person, the obligations under<br />

hedge agreements of such Person of the type described in the definition of “Hedge <strong>Agreement</strong>”<br />

in the Term Loan <strong>Agreement</strong> as in effect on the date hereof and (b) obligations of the type<br />

described in the definition of “Designated Hedge Obligations” in the Revolving Loan <strong>Agreement</strong><br />

as in effect on the date hereof.<br />

“Holdings” has the meaning given in the recitals hereto.<br />

“Insolvency Proceeding” shall mean (a) any voluntary or involuntary case or proceeding<br />

under any Bankruptcy Law with respect to any Grantor, (b) any other voluntary or involuntary<br />

insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation,<br />

reorganization or other similar case or proceeding with respect to any Grantor or with respect to<br />

any of their respective assets, (c) any proceeding seeking the appointment of any trustee,<br />

receiver, liquidator, custodian or other insolvency official with similar powers with respect to<br />

such Person or any or all of its assets or properties, (d) any liquidation, dissolution,<br />

reorganization or winding up of any Grantor whether voluntary or involuntary and whether or<br />

not involving insolvency or bankruptcy or (e) any assignment for the benefit of creditors or any<br />

other marshalling of assets and liabilities of any Grantor.<br />

“Junior Agent” shall have the meaning set forth in Section 3.2(a) hereof.<br />

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment,<br />

deposit arrangement, lien (statutory or other), security interest, encumbrance (including, but not<br />

limited to, easements, rights of way and the like), security agreement or transfer intended as<br />

security, including without limitation, any conditional sale or other title retention agreement, the<br />

interest of a lessor under a capital lease or any financing lease having substantially the same<br />

economic effect as any of the foregoing.<br />

“<strong>NewPage</strong>Co” shall have the meaning set forth in the recitals hereto.<br />

“Person” or “person” shall mean any individual, sole proprietorship, partnership,<br />

corporation (including, without limitation, any corporation which elects subchapter S status<br />

under the Internal Revenue Code of 1986, as amended), limited liability company, limited<br />

liability partnership, business trust, unincorporated association, joint stock company, trust, joint<br />

venture, or other entity or any government or any agency or instrumentality or political<br />

subdivision thereof.<br />

“Pledged Collateral” shall have the meaning set forth in Section 5.1 hereof.<br />

“Proceeds” or “proceeds” shall mean all “proceeds” as defined in Article 9 of the UCC,<br />

and in any event, shall include, without limitation whatever is receivable or received when<br />

Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such<br />

disposition is voluntary or involuntary.<br />

“Purchasing Revolving Loan Secured Parties” shall have the meaning set forth in Section<br />

8.1 hereof.<br />

CH\1408709.10<br />

5

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