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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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“Standby LC Exposure” means, at any time, the sum of (a) the aggregate undrawn<br />

amount of all outstanding standby Letters of Credit plus (b) the aggregate amount of all LC<br />

Disbursements relating to standby Letters of Credit that have not yet been reimbursed by or on<br />

behalf of the Borrower. The Standby LC Exposure of any Lender at any time shall be its<br />

Applicable Percentage of the aggregate Standby LC Exposure.<br />

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of<br />

which is the number one and the denominator of which is the number one minus the aggregate of<br />

the maximum reserve percentages (including any marginal, special, emergency or supplemental<br />

reserves) expressed as a decimal established by the Board of Governors to which the<br />

Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency<br />

funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such<br />

reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar<br />

Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve<br />

requirements without benefit of or credit for proration, exemptions or offsets that may be<br />

available from time to time to any Lender under such Regulation D or any comparable<br />

regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective<br />

date of any change in any reserve percentage.<br />

“Subordinated Indebtedness” means (i) Permitted Second Priority Refinancing Debt and<br />

(ii) other Indebtedness of Borrower and its Subsidiaries that is subordinated to the Obligations on<br />

terms reasonably satisfactory to the Administrative Agent and that meets the Permitted Junior<br />

Debt Conditions.<br />

“subsidiary” means, with respect to any Person, any corporation, partnership, limited<br />

liability company, association, joint venture or other business entity of which more than 50% of<br />

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 />

“Subsidiary” means, unless the context otherwise requires, a Restricted Subsidiary of<br />

Borrower (or, if so indicated, of Holdings or any other Credit Party).<br />

“Supermajority Lenders” means, at any time, Lenders (other than Defaulting Lenders)<br />

having Revolving Exposure and unused Commitments representing at least 66⅔% of the sum of<br />

the Aggregate Revolving Exposure and unused Commitments.<br />

“Swingline Exposure” means, at any time, the principal amount of all outstanding<br />

Swingline Loans. The Swingline Exposure of any Lender at any time shall be its Applicable<br />

Percentage of the aggregate Swingline Exposure.<br />

CH\1416587.18<br />

44

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