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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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expiration of the time for delivery thereof until one Business Day after such Borrowing Base<br />

Certificate is delivered.<br />

“Approved Fund” has the meaning assigned to such term in Section 10.04.<br />

“Arrangers” means each of J.P. Morgan Securities LLC, Goldman Sachs Lending<br />

Partners LLC, Wells Fargo Bank, National Association and Barclays Bank PLC<br />

“Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback,<br />

assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other<br />

disposition to, or any exchange of property with, any Person (other than Holdings, Borrower or<br />

any Guarantor Subsidiary), in one transaction or a series of transactions, of all or any part of<br />

Holdings’ or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real,<br />

personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired,<br />

leased or licensed, including the Equity Interests of any of Holdings’ Subsidiaries, other than (i)<br />

Inventory (or other assets) sold, leased or licensed out in the ordinary course of business<br />

(excluding any such sales, leases or licenses out by operations or divisions discontinued or to be<br />

discontinued), (ii) sales, leases or licenses out of obsolete, worn out or surplus assets, (iii) the<br />

unwinding of any Hedge <strong>Agreement</strong>, (iv) the lapse of or abandonment in the ordinary course of<br />

business of any registrations or applications for registration of any Intellectual Property that are<br />

immaterial to the business of the Credit Parties and their respective Subsidiaries, taken as a<br />

whole, (v) dispositions of accounts receivable in connection with the collection or compromise<br />

thereof other than in connection with a financing transaction, (vi) sales, leases or licenses out of<br />

other assets for aggregate consideration of less than $15,000,000 in the aggregate during any<br />

Fiscal Year, and (vii) the issuance or sale of Equity Interests in, or Indebtedness or other<br />

securities of, an Unrestricted Subsidiary.<br />

“Assignment and Assumption” means an assignment and assumption entered into by a<br />

Lender and an assignee (with the consent of any party whose consent is required by<br />

Section 10.04), and accepted by the Administrative Agent, in the form of <strong>Exhibit</strong> A or any other<br />

form approved by the Administrative Agent.<br />

“Authorized Officer” means, as applied to any Person, any individual holding the<br />

position of chairman of the board (if an officer), chief executive officer, president, vice president<br />

(or the equivalent thereof), chief financial officer, chief accounting officer or treasurer of such<br />

Person; provided that the secretary or assistant secretary of such Person shall have delivered an<br />

incumbency certificate to Administrative Agent as to the authority of such Authorized Officer.<br />

“Availability” means, at any time, an amount equal to (a) the lesser of (i) the aggregate<br />

Commitments and (ii) the Borrowing Base minus (b) the Aggregate Revolving Exposure.<br />

“Availability Period” means the period from and including the Effective Date to but<br />

excluding the earlier of the Maturity Date and the date of termination in full of the<br />

Commitments.<br />

“Available Commitment” means, at any time, with respect to any Lender, the aggregate<br />

Commitments of such Lender minus the Revolving Exposure (calculated, with respect to any<br />

CH\1416587.18<br />

4

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