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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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(at their expense) amend (and Administrative Agent is hereby directed to amend) any<br />

Mortgage (or any other Credit Document that Administrative Agent or Co-Collateral Agents<br />

reasonably requests to be amended to reflect an Extension) that has a maturity date prior to the<br />

latest Extended Maturity Date so that such maturity date is extended to the then latest Extended<br />

Maturity Date and (ii) Borrower shall deliver board resolutions, secretary’s certificates,<br />

officer’s certificates and other documents consistent with those delivered on the Effective Date<br />

as shall reasonably be requested by the Administrative Agent in connection therewith and, to<br />

the extent reasonably requested by the Administrative Agent, a legal opinion of counsel<br />

reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension<br />

Amendment, this <strong>Agreement</strong> as amended thereby, and such of the other Credit Documents (if<br />

any) as may be amended thereby and (ii) to the effect that such Extension Amendment,<br />

including without limitation, the Extended Commitments provided for therein, does not<br />

conflict with or violate the terms and provisions of Section 10.02.<br />

(g) Promptly following the consummation and effectiveness of any Extension,<br />

Administrative Agent shall furnish to each Lender a copy of the fully executed Extension<br />

Amendment.<br />

ARTICLE III<br />

CONDITIONS.<br />

SECTION 3.01 Effective Date. The obligations of the Lenders to make Loans and<br />

of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date<br />

on which each of the following conditions is satisfied (or waived in accordance with Section<br />

10.02):<br />

(a) Credit <strong>Agreement</strong> and Credit Documents. The Administrative Agent (or<br />

its counsel) shall have received (i) from each applicable Credit Party either (A) a counterpart of<br />

this <strong>Agreement</strong> signed on behalf of such Credit Party or (B) written evidence satisfactory to the<br />

Administrative Agent (which may include facsimile or other electronic transmission of a signed<br />

signature page of this <strong>Agreement</strong>) that such party has signed a counterpart of this <strong>Agreement</strong> and<br />

(ii) duly executed copies (which may include facsimile or other electronic transmission of<br />

executed signature pages) of each other Credit Document to be entered into on the Effective<br />

Date, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to<br />

the order of each such requesting Lender.<br />

(b) Organizational Documents; Incumbency. Administrative Agent and each<br />

Arranger shall have received, in respect of each Credit Party, a certificate of such Credit Party<br />

executed by the secretary or assistant secretary of such Credit Party and attaching: (i) a copy of<br />

each Organizational Document of such Credit Party certified as of the Effective Date or a recent<br />

date prior thereto by the appropriate Governmental Authority (or other evidence satisfactory to<br />

the Administrative Agent), to the extent applicable; (ii) signature and incumbency certificates of<br />

the officers of such Credit Party; (iii) resolutions of the board of directors or similar governing<br />

body of such Credit Party approving and authorizing the execution, delivery and performance of<br />

this <strong>Agreement</strong> and the other Credit Documents and the Related <strong>Agreement</strong>s to which it is a<br />

party or by which it or its assets may be bound as of the Effective Date, certified as of the<br />

CH\1416587.18<br />

76

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