22.09.2015 Views

Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

or subsequently issued or made Letter of Credit or Swingline Loan as between the<br />

Commitments of such new “Class” and the remaining Commitments shall be made on a ratable<br />

basis in accordance with the relative amounts thereof until the Maturity Date relating to such<br />

non-extended Commitments has occurred, (iii) no termination of Extended Commitments and<br />

no repayment of Extended Loans accompanied by a corresponding permanent reduction in<br />

Extended Commitments shall be permitted unless such termination or repayment (and<br />

corresponding reduction) is accompanied by at least a pro rata termination or permanent<br />

repayment (and corresponding pro rata permanent reduction), as applicable, of the Existing<br />

Revolving Loans and Existing Commitments (or all Existing Commitments of such Class and<br />

related Existing Loans shall have otherwise been terminated and repaid in full) and (iv) with<br />

respect to Letters of Credit and Swingline Loans, the Maturity Date with respect to the<br />

Commitments may not be extended without the prior written consent of the Issuing Banks and<br />

the Swingline Lender. If the Aggregate Revolving Exposure exceeds the aggregate<br />

Commitments as a result of the occurrence of the Maturity Date with respect to any Class of<br />

Commitments while an extended Class of Commitments remains outstanding, Borrower shall<br />

make such payments as are necessary in order to eliminate such excess on such Maturity Date..<br />

the following:<br />

(c) The consummation and effectiveness of each Extension shall be subject to<br />

(i) Required Lenders shall have consented to such Extension and agreed<br />

to extend their Commitments;<br />

(ii) the Commitments of any Lender extended pursuant to any Extension<br />

(“Extended Commitment”) shall have the same terms as the Class of Commitments<br />

subject to the related Extension Amendment (“Existing Commitments”); except (A) the<br />

final maturity date of any Extended Commitments of a Class to be extended pursuant to<br />

an Extension shall be later than the Maturity Date at the time of such extension; (B) the<br />

all-in pricing (including, without limitation, margins, fees and premiums) with respect to<br />

the Extended Commitments may be higher or lower than the all-in pricing (including,<br />

without limitation, margins, fees and premiums) for the Existing Commitments; (C) the<br />

revolving credit commitment fee rate with respect to the Extended Commitments may be<br />

higher or lower than the revolving credit commitment fee rate for Existing Commitments,<br />

in each case, to the extent provided in the applicable Extension Amendment; (D) no<br />

repayment of any Extended Commitments shall be permitted unless such repayment is<br />

accompanied by an at least pro rata repayment of all earlier maturing Revolving Loans<br />

(including previously extended Revolving Loans) (or all earlier maturing Revolving<br />

Loans (including previously extended Loans) shall otherwise be or have been terminated<br />

and repaid in full); (E) the Extended Commitments may contain a “most favored nation”<br />

provision for the benefit of Lenders holding Extended Commitments; and (F) the other<br />

terms and conditions applicable to Extended Commitments may be terms different than<br />

those with respect to the Existing Commitments so long as such terms and conditions<br />

only apply after the Latest Maturity Date; provided further, each Extension Amendment<br />

may, without the consent of any Lender other than the applicable extending Lenders,<br />

effect such amendments to this <strong>Agreement</strong> and the other Credit Documents as may be<br />

necessary or appropriate, in the opinion of the Administrative Agent and Borrower, to<br />

give effect to the provisions of this Section 2.23, including any amendments necessary to<br />

CH\1416587.18<br />

74

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!