Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
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Loans to the Borrower, on behalf of all Lenders, which the Administrative Agent, in its<br />
Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or<br />
any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of<br />
the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be<br />
paid by the Borrower pursuant to the terms of this <strong>Agreement</strong>, including payments of<br />
reimbursable expenses (including costs, fees, and expenses as described in Section 10.03) and<br />
other sums payable under the Credit Documents (any of such Loans are herein referred to as<br />
“Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding<br />
at any time shall not at any time exceed 5.0% of the aggregate Commitments then in effect and<br />
no Protective Advance shall remain outstanding for more than thirty (30) consecutive Business<br />
Days after the date made; provided further that, the aggregate amount of outstanding Protective<br />
Advances plus the Aggregate Revolving Exposure shall not exceed the aggregate Commitments.<br />
Protective Advances may be made even if the conditions precedent set forth in Section 3.02 have<br />
not been satisfied. The Protective Advances shall be secured by the Liens in favor of the<br />
Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All<br />
Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to<br />
make Protective Advances may be revoked at any time by the Required Lenders. Any such<br />
revocation must be in writing and shall become effective prospectively upon the Administrative<br />
Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions<br />
precedent set forth in Section 3.02 have been satisfied, the Administrative Agent may request the<br />
Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the<br />
Administrative Agent may require the Lenders to fund their risk participations described in<br />
Section 2.04(b).<br />
(b) Upon the making of a Protective Advance by the Administrative Agent (whether<br />
before or after the occurrence of a Default), each Lender shall be deemed, without further action<br />
by any party hereto, to have unconditionally and irrevocably purchased from the Administrative<br />
Agent, without recourse or warranty, an undivided interest and participation in such Protective<br />
Advance in proportion to its Applicable Percentage. From and after the date, if any, on which<br />
any Lender is required to fund its participation in any Protective Advance purchased hereunder,<br />
the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable<br />
Percentage of all payments of principal and interest and all proceeds of Collateral received by the<br />
Administrative Agent in respect of such Protective Advance.<br />
SECTION 2.05 Swingline Loans. (a) Subject to the terms and conditions set forth<br />
herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time<br />
during the Availability Period, in an aggregate principal amount at any time outstanding that will<br />
not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding<br />
$30,000,000 or (ii) the sum of the Aggregate Revolving Exposures exceeding the lesser of the<br />
aggregate Commitments and the Borrowing Base; provided that the Swingline Lender shall not<br />
be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the<br />
foregoing limits and subject to the terms and conditions set forth herein, the Borrower may<br />
borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall<br />
notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later<br />
than 2 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice<br />
shall be irrevocable and shall specify the requested date (which shall be a Business Day) and<br />
amount of the requested Swingline Loan. The Administrative Agent will promptly advise the<br />
CH\1416587.18<br />
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