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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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elating to the components of the Borrowing Base are modified in a manner that is adverse to the<br />

Lenders in any material respect, the Borrower will agree to maintain such additional reserves (for<br />

purposes of computing the Borrowing Base) in respect of the components of the Borrowing Base<br />

and make such other adjustments (which may include maintaining additional reserves, modifying<br />

the advance rates or modifying the eligibility criteria for the components of the Borrowing Base)<br />

to its parameters for including the components of the Borrowing Base as the Administrative<br />

Agent shall reasonably require in its Permitted Discretion based upon such modifications.<br />

Notwithstanding any other provision contained herein, all terms of an accounting or financial<br />

nature used herein shall be construed, and all computations of amounts and ratios referred to<br />

herein shall be made, without giving effect to any election under Statement of Financial<br />

Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or<br />

effect) to value any Indebtedness or other liabilities of any Credit Party at “fair value”, as defined<br />

therein.<br />

ARTICLE II<br />

THE CREDITS<br />

SECTION 2.01 Commitments. Subject to the terms and conditions set forth<br />

herein, each Lender agrees to make Revolving Loans to the Borrower from time to time during<br />

the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s<br />

Revolving Exposure exceeding such Lender’s Commitment or (ii) the Aggregate Revolving<br />

Exposure exceeding the lesser of (x) the aggregate Commitments of all the Lenders and (y) the<br />

Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion, to make<br />

Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and<br />

subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and<br />

reborrow Revolving Loans.<br />

SECTION 2.02 Loans and Borrowings. (a) Each Loan (other than a Swingline<br />

Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type<br />

made by the Lenders ratably in accordance with their respective Commitments of the applicable<br />

Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the<br />

procedures set forth in Sections 2.04 and 2.05, respectively.<br />

(b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of<br />

ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith, provided<br />

that all Borrowings made on the Effective Date must be made as ABR Borrowings but may be<br />

converted into Eurodollar Borrowings in accordance with Section 2.08. Each Swingline Loan<br />

shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any<br />

domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any<br />

exercise of such option shall not affect the obligation of the Borrower to repay such Loan in<br />

accordance with the terms of this <strong>Agreement</strong>.<br />

(c) At the commencement of each Interest Period for any Eurodollar Revolving<br />

Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of<br />

$1,000,000 and not less than $5,000,000. At the time that each ABR Revolving Borrowing is<br />

made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000<br />

CH\1416587.18<br />

48

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