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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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(c) Each Lender shall maintain in accordance with its usual practice an account or<br />

accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan<br />

made by such Lender, including the amounts of principal and interest payable and paid to such<br />

Lender from time to time hereunder.<br />

(d) The Administrative Agent shall maintain accounts in which it shall record (i) the<br />

amount of each Loan made hereunder, the Class and Type thereof and the Interest Period<br />

applicable thereto, (ii) the amount of any principal or interest due and payable or to become due<br />

and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum<br />

received by the Administrative Agent hereunder for the account of the Lenders and each<br />

Lender’s share thereof.<br />

(e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of<br />

this Section shall be prima facie evidence of the existence and amounts of the obligations<br />

recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain<br />

such accounts or any error therein shall not in any manner affect the obligation of the Borrower<br />

to repay the Loans in accordance with the terms of this <strong>Agreement</strong>.<br />

(f) Any Lender may request that Loans made by it be evidenced by a promissory<br />

note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory<br />

note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its<br />

registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans<br />

evidenced by such promissory note and interest thereon shall at all times (including after<br />

assignment pursuant to Section 10.04) be represented by one or more promissory notes in such<br />

form payable to the order of the payee named therein (or, if such promissory note is a registered<br />

note, to such payee and its registered assigns).<br />

SECTION 2.11 Prepayment of Loans. (a) The Borrower shall have the right at any<br />

time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in<br />

accordance with paragraph (d) of this Section.<br />

(b) In the event and on such occasion that the Aggregate Revolving Exposure exceeds<br />

the lesser of (A) the aggregate Commitments and (B) the Borrowing Base, the Borrower shall<br />

prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal<br />

to such excess.<br />

(c) In the event and on each occasion that any Net Asset Sale Proceeds or Net<br />

Insurance/Condemnation Proceeds are received by or on behalf of any Credit Party or a<br />

Restricted Subsidiary during a Cash Dominion Period, then such Credit Party shall (and shall<br />

cause such Restricted Subsidiary to), subject to the Intercreditor <strong>Agreement</strong>, within three<br />

Business Days of receipt thereof, deposit such Net Asset Sale Proceeds or Net<br />

Insurance/Condemnation Proceeds in a Collateral Deposit Account for application to the<br />

Obligations in accordance with Section 2.10(b).<br />

(d) The Borrower shall notify the Administrative Agent (and, in the case of<br />

prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile)<br />

of any prepayment hereunder not later than (i) 11:00 a.m., New York City time, (A) in the case<br />

CH\1416587.18<br />

59

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