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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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the total voting power of shares of stock or other ownership interests entitled (without regard to<br />

the occurrence of any contingency) to vote in the election of the Person or Persons (whether<br />

directors, managers, trustees or other Persons performing similar functions) having the power to<br />

direct or cause the direction of the management and policies thereof is at the time owned or<br />

controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that<br />

Person or a combination thereof; provided, in determining the percentage of ownership interests<br />

of any Person controlled by another Person, no ownership interest in the nature of a “qualifying<br />

share” of the former Person shall be deemed to be outstanding.<br />

“Term Loan Agent” shall mean Barclays Bank PLC, and its successors and assigns in its<br />

capacity as collateral agent pursuant to the Term Loan Documents acting for and on behalf of the<br />

other Term Loan Secured Parties or any other person appointed as agent under any replacement<br />

or refinancing arrangement with respect to the Term Loan <strong>Agreement</strong>.<br />

“Term Loan <strong>Agreement</strong>” shall have the meaning set forth in the recitals hereto.<br />

“Term Loan Asset Proceeds Account” shall have the meaning set forth in Annex A<br />

hereof.<br />

“Term Loan Bank Product Obligations” shall mean Term Loan Cash Management<br />

Obligations and Term Loan Hedging Obligations.<br />

“Term Loan Cash Collateral” shall have the meaning set forth in Section 6.2 hereof.<br />

“Term Loan Cash Management Obligations” shall mean all Cash Management<br />

Obligations (other than any Revolving Loan Cash Management Obligations) that are secured<br />

under the Term Loan Documents.<br />

“Term Loan Debt” shall mean all “Obligations” as such term is defined in the Term Loan<br />

<strong>Agreement</strong>, including, without limitation, obligations, liabilities and indebtedness of every kind,<br />

nature and description owing by any Grantor to any Term Loan Secured Party, including<br />

principal, interest, charges, fees, premiums, indemnities and expenses, however evidenced,<br />

whether as principal, surety, endorser, guarantor or otherwise, arising under any of the Term<br />

Loan Documents and Term Loan Bank Product Obligations, whether now existing or hereafter<br />

arising, whether arising before, during or after the initial or any renewal term of the Term Loan<br />

Documents or after the commencement of any case with respect to any Grantor under the<br />

Bankruptcy Code or any other Bankruptcy Law or the commencement of any other Insolvency<br />

Proceeding (and including, without limitation, any principal, interest, fees, costs, expenses and<br />

other amounts which would accrue and become due but for the commencement of such case,<br />

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

proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due,<br />

primary or secondary, liquidated or unliquidated, secured or unsecured.<br />

“Term Loan DIP Financing” shall have the meaning set forth in Section 6.2 hereof.<br />

“Term Loan Documents” shall mean, collectively, the Term Loan <strong>Agreement</strong> and all<br />

agreements, documents and instruments at any time executed and/or delivered by any Grantor or<br />

any other person to, with or in favor of any Term Loan Secured Party in connection therewith or<br />

CH\1408709.10<br />

8

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