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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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“Other Connection Taxes” means, with respect to any Lender, Taxes imposed as a result<br />

of a present or former connection between such Lender and the jurisdiction imposing such Tax<br />

(other than connections arising from such Lender having executed, delivered, become a party to,<br />

performed its obligations under, received payments under, received or perfected a security<br />

interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or<br />

sold or assigned an interest in any Loan or Credit Document).<br />

“Other Taxes” means any and all present or future stamp or documentary Taxes, charges<br />

or similar levies arising from any payment made hereunder or from the execution, delivery or<br />

enforcement of, or otherwise with respect to, this <strong>Agreement</strong> or any other Credit Document,<br />

except any such Taxes imposed as a result of a present or former connection between Lender and<br />

the jurisdiction imposing such Tax (other than connections arising from such Lender having<br />

executed, delivered, become a party to, performed its obligations under, received payments<br />

under, received or perfected a security interest under, engaged in any other transaction pursuant<br />

to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit<br />

Document) that are imposed with respect to an assignment (other than an assignment made<br />

pursuant to Section 2.19(b)).<br />

“Parent” means <strong>NewPage</strong> Holdings Inc., a Delaware corporation.<br />

“Parent Consolidated Net Income ” means, for any period, the net income (or loss) of<br />

Parent and its subsidiaries on a consolidated basis for such period taken as a single accounting<br />

period determined in conformity with GAAP and calculated in the same manner as the<br />

Consolidated Net Income of Holdings and its Subsidiaries on a consolidated basis for such<br />

period.<br />

“Parent Consolidated Total Assets” means, for any period and with respect to Parent or<br />

any of its subsidiaries, as of any date of determination, the total assets of such Person reflected<br />

on the consolidated balance sheet of Parent and its subsidiaries as of the end of such period,<br />

determined on a consolidated basis in accordance with GAAP and calculated in the same manner<br />

as the Consolidated Total Assets of Holdings and its Subsidiaries.<br />

“PATRIOT Act” as defined in Section 3.1(s).<br />

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.<br />

“Participant” has the meaning assigned to such term in Section 10.04(c).<br />

“Participant Register” has the meaning assigned to such term in Section 10.04(c).<br />

“Payment Conditions” means:<br />

(a) with respect to any Permitted Acquisition and any Investment pursuant to<br />

Section 6.06(l) (each a “Permitted Investment”), each of the following conditions: (i) no<br />

Default or Event of Default exists or would result from such Permitted Investment and<br />

either (ii)(A) Availability, immediately before and after giving effect to such Permitted<br />

Investment, shall be at least equal to the greater of (x) 17.5% of the aggregate<br />

Commitments then in effect and (y) $61,250,000 or (B)(1) Availability, immediately<br />

CH\1416587.18<br />

36

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