Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
approvals or consents which will be obtained on or before the Effective Date or the failure of<br />
which to obtain could not reasonably be expected to have a Material Adverse Effect.<br />
SECTION 4.05 Governmental Consents. The execution, delivery and performance<br />
by each Credit Party of the Credit Documents to which it is a party and the consummation of the<br />
transactions contemplated by the Credit Documents do not and will not require any registration<br />
with, consent or approval of, or notice to, or other action to, with or by, any Governmental<br />
Authority except for (a) registrations, consents, approvals, notices and other actions which have<br />
been duly obtained, taken, given or made and are in full force and effect, (b) those registrations,<br />
consents, approvals, notices and other actions, the failure of which to obtain or make could not<br />
reasonably be expected to have a Material Adverse Effect and (c) filings and recordings with<br />
respect to the Collateral to be made, or otherwise delivered to the Administrative Agent for filing<br />
and/or recordation, as of the Effective Date.<br />
SECTION 4.06 Binding Obligation. Each Credit Document has been duly<br />
executed and delivered by each Credit Party that is a party thereto and is the legally valid and<br />
binding obligation of such Credit Party, enforceable against such Credit Party in accordance with<br />
its respective terms, except as may be limited by bankruptcy, insolvency, reorganization,<br />
moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable<br />
principles relating to enforceability.<br />
SECTION 4.07 Historical Financial Statements. The Historical Financial<br />
Statements were prepared (a) in the case of Historical Financial Statements referred to in clause<br />
(i) of the definition thereof, in conformity with GAAP and (b) in the case of Historical Financial<br />
Statements referred to in clause (ii) of the definition thereof, subject to Schedule 4.07, in<br />
conformity with GAAP, and fairly present, subject, in the case of this clause (b), to Schedule<br />
4.07, in all material respects, the financial position, on a consolidated basis, of the Persons<br />
described in such financial statements as at the respective dates thereof and the results of<br />
operations and cash flows, on a consolidated basis, of the Persons described therein for each of<br />
the periods then ended, subject, in the case of any such unaudited financial statements, to<br />
changes resulting from audit and normal year-end adjustments.<br />
SECTION 4.08 Projections. On and as of the Effective Date, the Projections have<br />
been prepared in good faith based upon assumptions that are believed by the preparer thereof to<br />
be reasonable at the time such Projections were furnished to the Lenders, it being understood and<br />
agreed that Projections are subject to uncertainties and contingencies, many of which are beyond<br />
the control of the Credit Parties, and as such, such Projections are not a guarantee of financial<br />
performance and actual results may differ from such Projections and such differences may be<br />
material.<br />
SECTION 4.09 No Material Adverse Effect. Since December 31, 2011, no event,<br />
circumstance or change has occurred that has caused or evidences, or could reasonably be<br />
expected to result in, either in any case or in the aggregate, a Material Adverse Effect other than<br />
(a) those events that would reasonably be expected to result from the filing or commencement of<br />
the Chapter 11 Cases or the announcement of the filing or commencement of the Chapter 11<br />
Cases, (b) any action approved by the Bankruptcy Court prior to the Effective Date, (c) events<br />
set forth in the disclosure statement relating to the Reorganization Plan (provided that changes in<br />
CH\1416587.18<br />
85