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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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“Administrative Incumbency Certificate” as defined in Section 3.01(b), and as updated or<br />

supplemented from time to time in writing by an Authorized Officer.<br />

“Administrative Questionnaire” means an Administrative Questionnaire in a form<br />

supplied by the Administrative Agent.<br />

“Adverse Proceeding” means any action, suit, proceeding, hearing (in each case, whether<br />

administrative, judicial or otherwise), governmental investigation or arbitration (whether or not<br />

purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by<br />

any Governmental Authority, domestic or foreign (including any Environmental Claims),<br />

whether pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened against<br />

or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its<br />

Subsidiaries.<br />

“Affiliate” means, as applied to any Person, any other Person directly or indirectly<br />

controlling, controlled by, or under common control with, that Person. For the purposes of this<br />

definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled<br />

by” and “under common control with”), as applied to any Person, means the possession, directly<br />

or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting<br />

power for the election of directors of such Person or (ii) to direct or cause the direction of the<br />

management and policies of that Person, whether through the ownership of voting securities or<br />

by contract or otherwise.<br />

“Agent” has the meaning assigned to such term in Article IX.<br />

“Aggregate Payments” has the meaning assigned to such term in Section 7.02.<br />

“Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of all<br />

the Lenders.<br />

“Aggregate Revolving Exposure” means, at any time, the aggregate Revolving Exposure<br />

of all the Lenders.<br />

“<strong>Agreement</strong>” has the meaning assigned to such term in the preamble hereto.<br />

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a)<br />

the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day<br />

plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month interest period on such day (or if<br />

such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided<br />

that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate<br />

for a one-month interest period appearing on the Reuters Screen LIBOR01 Page (or on any<br />

successor or substitute page) at approximately 11:00 a.m. London time on such day (without any<br />

rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal<br />

Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the<br />

effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted<br />

LIBO Rate, respectively.<br />

CH\1416587.18<br />

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