Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
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have been reimbursed, each Credit Party shall perform, and shall cause each of its Restricted<br />
Subsidiaries to perform, all covenants in this Article V.<br />
SECTION 5.01 Financial Statements; Borrowing Base and Other Information.<br />
Holdings will deliver to the Administrative Agent and Lenders (and in addition, in the case of<br />
Section 5.01(n), to Co-Collateral Agents consistent with past practices):<br />
(a) Quarterly Financial Statements. As soon as available, and in any event<br />
within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year,<br />
commencing with the first such Fiscal Quarter ending after the Effective Date, the consolidated<br />
balance sheet of Holdings and its Subsidiaries (including Unrestricted Subsidiaries) as at the end<br />
of such Fiscal Quarter and the related consolidated statements of income, stockholders’ equity<br />
and cash flows of Holdings and its Subsidiaries for such Fiscal Quarter and for the period from<br />
the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in<br />
each case in comparative form the corresponding figures for the corresponding periods of the<br />
previous Fiscal Year and accompanied by a comparison to the corresponding figures from the<br />
Financial Plan for the current Fiscal Year, all in reasonable detail, together with a Financial<br />
Officer Certification and a Narrative Report with respect thereto;<br />
(b) Annual Financial Statements. As soon as available, and in any event<br />
within 120 days after the end of the Fiscal Year ending December 31, 2012 and 90 days after the<br />
end of each Fiscal Year thereafter, commencing with the Fiscal Year in which the Effective Date<br />
occurs, (i) (A) the consolidated (and unaudited consolidating for Holdings and its Subsidiaries<br />
(including Unrestricted Subsidiaries) as a group) balance sheet of Parent and its subsidiaries as at<br />
the end of such Fiscal Year and the related consolidated (and unaudited consolidating for<br />
Holdings and its Subsidiaries (including Unrestricted Subsidiaries) as a group) statements of<br />
income, stockholders’ equity and cash flows of Parent and its subsidiaries for such Fiscal Year,<br />
setting forth in each case in comparative form the corresponding figures for the previous Fiscal<br />
Year and accompanied by a comparison to the corresponding figures from the Financial Plan for<br />
the Fiscal Year covered by such financial statements, in reasonable detail, together with a<br />
Financial Officer Certification and a Narrative Report with respect thereto and (B) if (x) (1) the<br />
positive Parent Consolidated Net Income (excluding the Consolidated Net Income of Holdings<br />
and its Subsidiaries (including Unrestricted Subsidiaries)) is greater than $10 million and (2) the<br />
Consolidated Net Income of Holdings and its Subsidiaries (including Unrestricted Subsidiaries)<br />
for such Fiscal Year is less than 97.5% of the Parent Consolidated Net Income for such Fiscal<br />
Year or (y) the Consolidated Total Assets of Holdings and its Subsidiaries (including<br />
Unrestricted Subsidiaries) as of the last day of such Fiscal Year is less than 97.5% of the Parent<br />
Consolidated Total Assets as of the last day of such Fiscal Year, the consolidated balance sheet<br />
of Holdings and its Subsidiaries (including Unrestricted Subsidiaries) as at the end of such Fiscal<br />
Year and the related consolidated statements of income, stockholders’ equity and cash flows of<br />
Holdings and its Subsidiaries (including Unrestricted Subsidiaries) for such Fiscal Year, setting<br />
forth in each case in comparative form the corresponding figures for the previous Fiscal Year<br />
and accompanied by a comparison to the corresponding figures from the Financial Plan for the<br />
Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial<br />
Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to each<br />
such consolidated financial statements a report thereon of PricewaterhouseCoopers LLP or other<br />
independent certified public accountants of recognized national standing selected by Parent, and<br />
CH\1416587.18<br />
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