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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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time minus that portion, if any, of the aggregate amount of Maximum Hedge Priority Amounts<br />

designated for all Priority Hedge Obligations at such time that exceeds $20,000,000.<br />

“Priority Hedge Obligations” means Designated Hedge Obligations which are designated<br />

in a notice by the applicable Designated Hedge Provider contemplated by the definition of the<br />

“Designated Hedge Provider” as constituting “Priority Hedge Obligations”. The aggregate<br />

amount of all Maximum Hedge Priority Amounts that are designated for all Priority Hedge<br />

Obligations may not exceed $40,000,000 at any time minus the aggregate amount of all<br />

Maximum Banking Services Priority Amounts designated for all Priority Banking Services<br />

Obligations at such time.<br />

“Projections” has the meaning assigned to such term in Section 3.01(p).<br />

“Protective Advance” has the meaning assigned to such term in Section 2.04.<br />

“Public Lenders” means Lenders that do not wish to receive Non-Public Information with<br />

respect to Holdings, its Subsidiaries or their Securities.<br />

“Qualified IPO” means the issuance by Holdings or any direct or indirect parent company<br />

of Holdings of its common Equity Interests (and the contribution of any proceeds of such<br />

issuance to Borrower) in an underwritten primary public offering (other than a public offering<br />

pursuant to a registration statement on Form S-8) pursuant to an effective registration statement<br />

filed with the U.S. Securities and Exchange Commission (or any Governmental Authority<br />

succeeding to any of its principal functions) in accordance with the Securities Act (whether alone<br />

or in connection with a secondary public offering) and such Equity Interests are listed on a<br />

nationally-recognized stock exchange in the United States.<br />

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or<br />

otherwise) then owned by any Credit Party in any real property.<br />

“Recipient” means, as applicable, (a) the Administrative Agent, (b) any Co-Collateral<br />

Agent, (c) any Lender and (d) any Issuing Bank.<br />

“Refinancing Indebtedness” has the meaning assigned to such term in the Term Credit<br />

<strong>Agreement</strong> as in effect on the Effective Date.<br />

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

“Regulation D” means Regulation D of the Board of Governors, as in effect from time to<br />

time and all official rulings and interpretations thereunder or thereof.<br />

“Regulation FD” means Regulation FD as promulgated by the U.S. Securities and<br />

Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.<br />

“Regulation T” means Regulation T of the Board of Governors, as in effect from time to<br />

time and all official rulings and interpretations thereunder or thereof.<br />

CH\1416587.18<br />

40

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