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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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Collateral) to (x) the Liens on the Revolving Loan Priority Collateral pursuant to such Revolving<br />

Loan DIP Financing, (y) any adequate protection provided to the Revolving Loan Secured<br />

Parties and (z) any professional fee and U.S. trustee fee “carve-out” consented to in writing by<br />

Revolving Loan Agent to be paid prior to the Discharge of Revolving Loan Debt, in each case,<br />

on the same terms as the Liens of the Term Loan Secured Parties are subordinated to the Liens of<br />

the Revolving Loan Secured Parties with respect to the Revolving Loan Priority Collateral (and<br />

such subordination will not alter in any manner the terms of this <strong>Agreement</strong>); provided, that:<br />

(i) Revolving Loan Agent does not oppose or object to such use<br />

of cash collateral or Revolving Loan DIP Financing,<br />

(ii) the aggregate principal amount of the Revolving Loan DIP<br />

Financing plus the aggregate outstanding principal amount of loans and letters of credit<br />

included in the Revolving Loan Debt shall not at any time exceed an amount equal to<br />

110% of the stated aggregate commitments under the Revolving Loan Documents as in<br />

effect immediately before the commencement of such Insolvency Proceeding,<br />

(iii) the Term Loan Secured Parties retain a Lien on the Shared<br />

Collateral (including Proceeds thereof arising after the commencement of such<br />

proceeding) with the same priority relative to the Liens on such Shared Collateral of<br />

Revolving Loan Agent as existed prior to the commencement of the case under the<br />

Bankruptcy Code or other Bankruptcy Law (junior in priority to the Liens securing such<br />

Revolving Loan DIP Financing and the existing Liens in favor of the Revolving Loan<br />

Agent on the Revolving Loan Priority Collateral but senior to the Liens of the Revolving<br />

Loan Agent (and the Liens securing the Revolving Loan DIP Financing) on the Term<br />

Loan Priority Collateral to the same extent as provided under Section 2.2),<br />

(iv) Term Loan Agent receives, as security for the Term Loan<br />

Debt, additional or replacement Liens on all post-petition assets of any Grantor which are<br />

subject to an additional or replacement Lien to secure the Revolving Loan DIP Financing<br />

with same priority relative to the Liens of Revolving Loan Agent as existed prior to the<br />

commencement of such Insolvency Proceeding to the extent Term Loan Agent seeks such<br />

Liens and is entitled to such additional or replacement Liens under the Bankruptcy Code<br />

or other applicable Bankruptcy Law,<br />

(v) such Revolving Loan DIP Financing or use of Revolving<br />

Loan Cash Collateral is subject to the terms of this <strong>Agreement</strong>,<br />

(vi) the Term Loan Agent retains the right to object to any<br />

ancillary agreements or arrangements regarding the use of Revolving Loan Cash<br />

Collateral or the Revolving Loan DIP Financing that require a specific treatment of a<br />

claim in respect of the Term Loan Debt for purposes of a plan of reorganization or are<br />

materially adverse to the Term Loan Agent and the other Term Loan Secured Parties or<br />

contravene the terms of this <strong>Agreement</strong> in any material respect (provided, that, in no<br />

event shall the foregoing be construed to give rise to the right to object to any of the<br />

rights and remedies that are customary for Revolving Loan Agent to receive as part of<br />

CH\1408709.10<br />

29

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