22.09.2015 Views

Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

Parties, agree, in connection with any refinancing of the Revolving Loan Debt and/or the Term<br />

Loan Debt permitted by this Section 11.3(a), promptly to enter into such documents and<br />

agreements (including amendments or supplements to this <strong>Agreement</strong>) as Grantors may<br />

reasonably request to reflect such refinancing; provided, that, the rights and powers of the<br />

Secured Parties contemplated hereby shall not be affected thereby.<br />

(b)<br />

Effect of Refinancing.<br />

(i) If substantially contemporaneously with the Discharge of<br />

Revolving Loan Debt, <strong>NewPage</strong>Co or any of the other Grantors refinances all or any<br />

portion of indebtedness outstanding under the Revolving Loan Documents in accordance<br />

with the provisions of Section 11.3(a), then after written notice to Term Loan Agent, (A)<br />

the indebtedness and other obligations arising pursuant to such refinancing of all or any<br />

portion of the then outstanding indebtedness under the Revolving Loan Documents shall<br />

automatically be treated as Revolving Loan Debt for all purposes of this <strong>Agreement</strong>,<br />

including for purposes of the Lien priorities and rights in respect of Collateral set forth<br />

herein, (B) the credit agreement and all loan documents evidencing such new<br />

indebtedness shall automatically be treated as a Revolving Loan <strong>Agreement</strong> and as<br />

Revolving Loan Documents, respectively, for all purposes of this <strong>Agreement</strong> and (C) the<br />

agent under the new Revolving Loan <strong>Agreement</strong> shall be deemed to be a Revolving Loan<br />

Agent for all purposes of this <strong>Agreement</strong>. Upon receipt of notice of such refinancing<br />

(including the identity of the new Revolving Loan Agent), Term Loan Agent shall<br />

promptly enter into such documents and agreements (including amendments or<br />

supplements to this <strong>Agreement</strong>) as <strong>NewPage</strong>Co or the new Revolving Loan Agent may<br />

reasonably request in order to provide to the new Revolving Loan Agent the rights of<br />

Revolving Loan Agent contemplated hereby.<br />

(ii) If substantially contemporaneously with the Discharge of<br />

Term Loan Debt, <strong>NewPage</strong>Co or any of the other Grantors refinances all or any portion<br />

of indebtedness outstanding under the Term Loan Documents in accordance with the<br />

provisions of Section 11.3(a), then after written notice to Revolving Loan Agent, (A) the<br />

indebtedness and other obligations arising pursuant to such refinancing of all or any<br />

portion of the then outstanding indebtedness under the Term Loan Documents shall<br />

automatically be treated as Term Loan Debt for all purposes of this <strong>Agreement</strong>, including<br />

for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (B)<br />

the credit agreement and the other loan documents evidencing such new indebtedness<br />

shall automatically be treated as a Term Loan <strong>Agreement</strong> and as Term Loan Documents,<br />

respectively, for all purposes of this <strong>Agreement</strong> and (C) the agent under the new Term<br />

Loan <strong>Agreement</strong> shall be deemed to be a Term Loan Agent for all purposes of this<br />

<strong>Agreement</strong>. Upon receipt of notice of such refinancing (including the identity of the new<br />

Term Loan Agent), Revolving Loan Agent shall promptly enter into such documents and<br />

agreements (including amendments or supplements to this <strong>Agreement</strong>) as <strong>NewPage</strong>Co or<br />

the new Term Loan Agent may reasonably request in order to provide to the new Term<br />

Loan Agent the rights of Term Loan Agent contemplated hereby.<br />

11.4 Amendments; Waivers. No amendment or modification of any of the<br />

provisions of this <strong>Agreement</strong> by Term Loan Agent or Revolving Loan Agent shall be deemed to<br />

CH\1408709.10<br />

50

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!