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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of<br />

interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to<br />

the Adjusted LIBO Rate or the Alternate Base Rate.<br />

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as<br />

in effect from time to time in any applicable jurisdiction.<br />

“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion<br />

thereof) that are contingent in nature or unliquidated, including any Secured Obligation that is:<br />

(i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by<br />

it; (ii) any other obligation (including any guarantee) that is contingent in nature; or (iii) an<br />

obligation to provide collateral to secure any of the foregoing types of obligations.<br />

“Unrestricted Cash” means the aggregate amount of Cash and, to the extent readily<br />

monetized, Cash Equivalents held in accounts on the consolidated balance sheet of Borrower and<br />

the Guarantors to the extent that the use of such Cash and Cash Equivalents for application to<br />

payment of the Obligations or other Indebtedness is not prohibited by law or any contract or<br />

other agreement and such Cash and Cash Equivalents are free and clear of all Liens (other than<br />

Liens in favor of the Administrative Agent and the Term Collateral Agent).<br />

“Unrestricted Subsidiary” means any subsidiary of Borrower designated by the board of<br />

directors (or similar governing body) of Borrower as an Unrestricted Subsidiary pursuant to<br />

Section 5.17 subsequent to the date hereof. Borrower may designate any subsidiary of Borrower<br />

(including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an<br />

Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity<br />

Interests or Indebtedness of, or owns or holds any Lien on any property of, Borrower or any<br />

subsidiary of Borrower (other than any subsidiary of the subsidiary to be so designated);<br />

provided that each of (A) the subsidiary to be so designated and (B) its subsidiaries has not at the<br />

time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise<br />

become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender<br />

has recourse to any of the assets of Borrower or any Restricted Subsidiary.<br />

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30)<br />

of the Code.<br />

“Weekly Reporting Period” means any period commencing on any date on which<br />

Availability is less than the greater of (i) $35,000,000 and (ii) 10% of the aggregate<br />

Commitments (such greater amount, the “Collateral Reporting Trigger”) for the preceding three<br />

(3) or more consecutive Business Days and continuing until, during the preceding consecutive 30<br />

days, Availability is greater than the Collateral Reporting Trigger.<br />

“Withholding Agent” means any Credit Party and the Administrative Agent.<br />

SECTION 1.02 Classification of Loans and Borrowings. For purposes of this<br />

<strong>Agreement</strong>, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by<br />

Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”).<br />

Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or<br />

CH\1416587.18<br />

46

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