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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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Agent may reasonably request, dated as of the Effective Date and in form and substance<br />

reasonably satisfactory to Administrative Agent (and each Credit Party hereby instructs such<br />

counsel to deliver such opinions to the Administrative Agent).<br />

(m) Fees. Borrower shall have paid to each Agent the fees payable on or<br />

before the Effective Date referred to in Section 2.08 and all expenses payable pursuant to Section<br />

10.03 which have accrued to the Effective Date and invoiced to Borrower reasonably prior to the<br />

Effective Date.<br />

(n) Solvency Certificate. On the Effective Date, Administrative Agent and<br />

each Arranger shall have received a Solvency Certificate from the chief financial officer of<br />

Borrower in form, scope and substance reasonably satisfactory to Administrative Agent, and<br />

demonstrating that after giving effect to the consummation of the transactions contemplated by<br />

this <strong>Agreement</strong> and the Related <strong>Agreement</strong>s on the Effective Date and any rights of contribution,<br />

the Credit Parties and their Subsidiaries are and will be, on a consolidated basis, Solvent.<br />

(o) Effective Date Certificate. Holdings and Borrower shall have delivered to<br />

Administrative Agent an executed Effective Date Certificate, together with all attachments<br />

thereto.<br />

(p) Completion of Proceedings. All partnership, corporate and other<br />

proceedings taken or to be taken in connection with the transactions contemplated hereby and all<br />

documents incidental thereto not previously found acceptable by Administrative Agent and its<br />

counsel shall be satisfactory in form and substance to Administrative Agent and such counsel,<br />

and Administrative Agent and such counsel shall have received all such counterpart originals or<br />

certified copies of such documents as Administrative Agent may reasonably request.<br />

(q) Projections. The Administrative Agent shall have received the projected<br />

income statement, balance sheet and cash flows of Holdings and its Subsidiaries, together with<br />

projected Availability for the period of Fiscal Year 2013 through and including Fiscal Year 2016<br />

(on a month-to-month basis for the Fiscal Year 2013 and on a year-to-year basis thereafter) (the<br />

“Projections”).<br />

(r) Letter of Direction. Administrative Agent shall have received a duly<br />

executed letter of direction from Borrower addressed to Administrative Agent, on behalf of itself<br />

and Lenders, directing the disbursement on the Effective Date of the proceeds of the Loans made<br />

on such date, but only to the extent any Loans are made on the Effective Date.<br />

(s) At least 5 days prior to the Effective Date, to the extent requested by the<br />

Arrangers 10 days prior to the Effective Date, the Lenders shall have received all documentation<br />

and other information required by bank regulatory authorities under applicable “know-yourcustomer”<br />

and anti-money laundering rules and regulations, including the Uniting and<br />

Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct<br />

Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT<br />

Act”), and, in any event, Borrower shall have furnished to the Lenders, no later than 5 days prior<br />

to the Effective Date, a list setting forth the identity of each Person that will own more than 20%<br />

of the issued and outstanding Equity Interests in Parent on the Effective Date.<br />

CH\1416587.18<br />

81

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