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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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SECTION 2.09 Termination and Reduction of Commitments. (a) Unless<br />

previously terminated, all Commitments shall terminate on the Maturity Date.<br />

(b) The Borrower may at any time terminate the Commitments upon (i) the payment<br />

in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any<br />

Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or<br />

alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative<br />

Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter<br />

of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such<br />

date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all<br />

reimbursable expenses and other Obligations, together with accrued and unpaid interest thereon.<br />

(c) The Borrower may from time to time reduce the Commitments; provided that (i)<br />

each reduction of the Commitments shall be in an amount that is an integral multiple of<br />

$1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not reduce the Commitments<br />

if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with<br />

Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the aggregate<br />

Commitments and the Borrowing Base.<br />

(d) The Borrower shall notify the Administrative Agent of any election to terminate<br />

or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business<br />

Days prior to the effective date of such termination or reduction, specifying such election and the<br />

effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall<br />

advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to<br />

this Section shall be irrevocable; provided that a notice of termination of the Commitments<br />

delivered by the Borrower may state that such notice is conditioned upon the effectiveness of one<br />

or more specified refinancing events, in which case such notice may be revoked by the Borrower<br />

(by notice to the Administrative Agent on or prior to the specified effective date) if such<br />

condition is not satisfied. Any termination or reduction of the Commitments shall be permanent.<br />

Each reduction of the Commitments shall be made ratably among the Lenders in accordance with<br />

their respective Commitments.<br />

SECTION 2.10 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby<br />

unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender<br />

the then unpaid principal amount of each Revolving Loan on the Maturity Date, and (ii) to the<br />

Administrative Agent the then unpaid amount of each Protective Advance on the earliest of (A)<br />

the Maturity Date, (B) within one (1) Business Day following demand by the Administrative<br />

Agent and (C) the thirtieth (30th) consecutive Business Day after the date such Protective<br />

Advance was made.<br />

(b) At all times that a Cash Dominion Period is in effect pursuant to Section 10.3 of<br />

the Pledge and Security <strong>Agreement</strong>, on each Business Day, the Administrative Agent (subject to<br />

Section 2.18(b) if an Event of Default commenced a Cash Dominion Period) shall apply all funds<br />

credited to the Collection Account on such Business Day or the immediately preceding Business<br />

Day (at the discretion of the Administrative Agent, whether or not immediately available) first to<br />

prepay any Protective Advances that may be outstanding and second to prepay the Revolving<br />

Loans (including Swing Line Loans) and to cash collateralize outstanding LC Exposure.<br />

CH\1416587.18<br />

58

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