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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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Section 4221(e) of ERISA have not resulted in, and could not reasonably be expected to result in,<br />

a Material Adverse Effect. Holdings and its ERISA Affiliates are not in material “default” (as<br />

defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.<br />

SECTION 4.20 Certain Fees. Except as set forth on Schedule 4.20 or pursuant to<br />

the Reorganization Plan, no broker’s or finder’s fee or commission will be payable with respect<br />

to the transactions contemplated by the Related <strong>Agreement</strong>s, except as payable to Agents and<br />

Lenders.<br />

SECTION 4.21 Solvency. The Borrower and its Subsidiaries on a consolidated<br />

basis are and, upon the incurrence of any Obligation by any Credit Party on any date on which<br />

this representation and warranty is made, will be, on a consolidated basis, Solvent.<br />

SECTION 4.22<br />

[Reserved].<br />

SECTION 4.23 Compliance with Statutes, Etc. Each Credit Party and each of its<br />

Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all<br />

applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its<br />

business and the ownership of its property (other than any Environmental Laws, which are the<br />

subject of Section 4.13), except such non-compliance that, individually or in the aggregate, could<br />

not reasonably be expected to result in a Material Adverse Effect.<br />

SECTION 4.24 Disclosure. No representation or warranty of any Credit Party<br />

contained in any Credit Document or in any other documents, certificates or written statements<br />

furnished to any Agent or Lender by or on behalf of Holdings or any of its Subsidiaries for use in<br />

connection with the transactions contemplated hereby on or prior to the Effective Date contains<br />

any untrue statement of a material fact or omits to state a material fact (known to Holdings or<br />

Borrower, in the case of any document not furnished by either of them) necessary in order to<br />

make the statements contained herein or therein not misleading in light of the circumstances in<br />

which the same were made. Any projections and pro forma financial information contained in<br />

such materials are based upon good faith estimates and assumptions believed by Holdings or<br />

Borrower to be reasonable at the time made, it being recognized by Lenders that such projections<br />

as to future events are not to be viewed as facts and that actual results during the period or<br />

periods covered by any such projections may differ from the projected results. As of the<br />

Effective Date, there are no facts known (or which should upon the reasonable exercise of<br />

diligence be known) to Holdings or Borrower (other than matters of a general economic nature)<br />

that, individually or in the aggregate, could reasonably be expected to result in a Material<br />

Adverse Effect and that have not been disclosed herein or in such other documents, certificates<br />

and statements furnished to Lenders for use in connection with the transactions contemplated<br />

hereby.<br />

SECTION 4.25 PATRIOT Act. To the extent applicable, each Credit Party and<br />

Unrestricted Subsidiary is in compliance, in all material respects, with (i) the Trading with the<br />

Enemy Act, as amended, and each of the foreign assets control regulations of the United States<br />

Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling<br />

legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the<br />

proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental<br />

CH\1416587.18<br />

90

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