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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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(a) the Administrative Agent determines (which determination shall be conclusive<br />

absent manifest error) that adequate and reasonable means do not exist for ascertaining the<br />

Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or<br />

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted<br />

LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and<br />

fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its<br />

Loan) included in such Borrowing for such Interest Period;<br />

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by<br />

telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent<br />

notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer<br />

exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing<br />

to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective,<br />

and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing<br />

shall be made as an ABR Borrowing.<br />

SECTION 2.15<br />

Increased Costs. (a) If any Change in Law shall:<br />

(1) impose, modify or deem applicable any reserve, special deposit or<br />

similar requirement against assets of, deposits with or for the account of, or credit extended by,<br />

any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the<br />

Issuing Bank;<br />

(2) impose on any Lender or any Issuing Bank or the London<br />

interbank market any other condition affecting this <strong>Agreement</strong> or Eurodollar Loans made by<br />

such Lender or any Letter of Credit or participation therein; or<br />

(3) subject any Recipient to any Taxes on its loans, loan principal,<br />

letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or<br />

capital attributable thereto (other than (A) Indemnified Taxes and (B) Other Connection Taxes<br />

on gross or net income, profits or receipts (including value-added or similar Taxes));<br />

and the result of any of the foregoing shall be to increase the cost to such Lender or such other<br />

Recipient of making or maintaining any Eurodollar Loan (or of maintaining its obligation to<br />

make any such Eurodollar Loan) or to increase the cost to such Lender, such Issuing Bank or<br />

such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce<br />

the amount of any sum received or receivable by such Lender, such Issuing Bank or such other<br />

Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to<br />

such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional<br />

amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient,<br />

as the case may be, for such additional costs incurred or reduction suffered.<br />

(b) If any Lender or any Issuing Bank determines that any Change in Law regarding<br />

capital or liquidity requirements has or would have the effect of reducing the rate of return on<br />

such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing<br />

Bank’s holding company, if any, as a consequence of this <strong>Agreement</strong> or the Loans made by, or<br />

participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such<br />

CH\1416587.18<br />

62

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