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FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT

Guarantee Agreement

FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT | Document Parties: NEWPAGE HOLDING CORPORATION | CERTAIN FINANCIAL INSTITUTIONS | GOLDMAN SACHS CREDIT PARTNERS L.P. | NEWPAGE CORPORATION You are currently viewing:
This Guarantee Agreement involves

NEWPAGE HOLDING CORPORATION | CERTAIN FINANCIAL INSTITUTIONS | GOLDMAN SACHS CREDIT PARTNERS L.P. | NEWPAGE CORPORATION

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Title: FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT
Governing Law: New York     Date: 9/11/2009
Law Firm: Schulte Roth    

FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT, Parties: newpage holding corporation , certain financial institutions , goldman sachs credit partners l.p. , newpage corporation
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Exhibit 10.2

EXECUTION COPY

FIRST AMENDMENT

TO REVOLVING CREDIT AND GUARANTY AGREEMENT

THIS FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Amendment” ) is dated as of September 11, 2009 and is entered into by and among NEWPAGE CORPORATION , a Delaware corporation ( “NewPageCo” ), NEWPAGE HOLDING CORPORATION , a Delaware corporation ( “NewPageHoldCo” ), the GUARANTORS listed on the signature pages hereto, CERTAIN FINANCIAL INSTITUTIONS listed on the signature pages hereto (each, a “Lender” ), and GOLDMAN SACHS CREDIT PARTNERS L.P. (“ GSCP ”), as Administrative Agent ( “Administrative Agent” ), and is made with reference to that certain REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of December 21, 2007 (the “Credit Agreement” ) by and among NewPageCo, NewPageHoldCo, the subsidiaries of NewPageCo named therein, the Lenders, the Administrative Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

RECITALS

WHEREAS, the Credit Parties have requested that Requisite Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and

WHEREAS, subject to certain conditions, Requisite Lenders are willing to agree to such amendments relating to the Credit Agreement.

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION I. AMENDMENTS TO CREDIT AGREEMENT

 

1.1

Amendments to Section 1: Definitions .

A. Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical sequence:

“Accepting Lender” as defined in Section 2.2(c).

Extension Offer ” as defined in Section 2.2(c).

“First Amendment” means that certain First Amendment to Revolving Credit and Guaranty Agreement dated as of September 11, 2009 among NewPageCo, NewPageHoldCo, Administrative Agent, the financial institutions party thereto and the Guarantors listed on the signature pages thereto; provided , that solely for the purpose of “Consolidated Adjusted EBITDA”, “Consolidated Cash Interest Expense” and “Consolidated Excess Cash Flow”, the term “First Amendment” shall also mean the First Amendment to Term Loan Credit and Guaranty Agreement, dated as of September 11, 2009, entered into under the NewPageCo First Lien Term Loan Agreement.

“First Amendment Effective Date” means the date of satisfaction of the conditions referred to in Section IV of the First Amendment.

“Parity Lien Debt” has the meaning set forth in the Collateral Trust Agreement.

Permitted Extension Amendment ” means (i) an extension of the Revolving Commitment Termination Date with respect to the Revolving Commitments of Accepting Lenders and, if applicable, an increase in the Applicable Margin and Applicable Revolving Commitment Fee Percentage with respect to the Revolving Loans and Revolving Commitments of all Lenders and the payment of additional fees to the Accepting Lenders, in each case subject to the requirements set forth in Section 2.2(c) ( provided that any


such increase in the Applicable Margin or Applicable Revolving Commitment Fee Percentage shall be paid to all Lenders irrespective of whether such Lenders agree to extend the maturity date of their Revolving Loans or Revolving Commitments) or (ii) the extension of a commitment to provide an additional revolving credit facility under this Agreement, on substantially the same terms and conditions as the Revolving Commitments and the Revolving Loans, commencing on the Revolving Commitment Termination Date and ending on such date as agreed to by the Lenders providing such commitment, and the payment to the lenders providing such commitment of commitment fees in connection therewith (which fee shall be payable directly by NewPageCo).

Priority Lien Debt ” has the meaning set forth in the Collateral Trust Agreement.

Unrestricted Cash ” means, as of any date, the aggregate amount of cash and Cash Equivalents on the consolidated balance sheet of NewPageHoldCo and its Subsidiaries that are Guarantor Subsidiaries which is free and clear of all Liens (other than Permitted Collateral Liens), other than segregated cash and Cash Equivalents the use of which, as of such date, is restricted by law or Contractual Obligation to any specific purpose.

Unsecured Hedge Agreement ” means (i) an unsecured Interest Rate Agreement or an unsecured Currency Agreement entered into in the ordinary course of NewPageCo’s or any of its Subsidiaries’ businesses or (ii) a commodity futures contract, forward contract, option to purchase or sell a commodity, or option, warrant or other right with respect to a commodity futures contract or other similar agreement or arrangement that, in each case, is unsecured and is entered into for the purpose of hedging the risk of fluctuations in commodities prices associated with the businesses of NewPageCo and its Subsidiaries and not for speculative purposes; it being understood that the issuance of a letter of credit for the benefit of the counterparty to such Interest Rate Agreement, Currency Agreement or commodity contract, agreement, or arrangement and for the account of NewPageCo or one of its Subsidiaries, in any such case to provide credit support for the obligations of NewPageCo or such Subsidiary thereunder, shall not cause such Interest Rate Agreement, Currency Agreement or commodity contract, agreement or arrangement to be secured.

B. Section 1.1 of the Credit Agreement is hereby amended by amending and restating the following definitions in their entireties:

“Applicable Margin” and “Applicable Revolving Commitment Fee Percentage” mean (i) with respect to Revolving Loans that are Eurodollar Rate Loans and the Applicable Revolving Commitment Fee Percentage, a percentage per annum set forth in the table below:

 

Applicable Margin for
Revolving Loans

  

Applicable Revolving Commitment
Fee Percentage

3.50%

  

0.50%

and (ii) with respect to Swing Line Loans and Revolving Loans that are Base Rate Loans, (a) the Applicable Margin for Eurodollar Rate Loans as set forth in above, minus (b) 1.00% per annum.

Consolidated Cash Interest Expense ” means, for any period, Consolidated Interest Expense for such period, excluding (i) any amount not payable in Cash and (ii) any one time Consolidated Interest Expense of NewPageHoldCo and its Subsidiaries payable in Cash which is incurred in connection with the First Amendment; provided that for calculations for any four Fiscal Quarter period ending on or prior to September 30, 2008, Consolidated Cash Interest Expense shall be deemed to be the product of (i) such amounts from and including the Closing Date through and including the last day of the applicable period, respectively, multiplied by (ii) a fraction of which the numerator is 365 and the denominator of which is the number of days elapsed in the period from and including the Closing Date though and including the last day of the applicable period.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working Capital Adjustment (as such term is defined in the NewPageCo First Lien Term Loan

 

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Agreement), minus (ii) the sum, without duplication, of the amounts for such period of (a) voluntary and scheduled repayments of Consolidated Total Debt (excluding (x) repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments, and (y) for avoidance of doubt, any purchases, retirements or cancellations of Indebtedness permitted by Section 6.5(e)(iv) and any repurchases of Term Loans, as defined in the NewPageCo First Lien Term Loan Agreement, by NewPageCo in accordance with the terms of Section 10.6(i) thereof), (b) Consolidated Capital Expenditures (net of any proceeds of (y) any permitted related financings with respect to such expenditures and (z) any sales of assets used to finance such expenditures), (c) Consolidated Cash Interest Expense, (d) provisions for current taxes based on income of NewPageHoldCo and its Subsidiaries and payable in cash with respect to such period, (e) any cash expenses, charges or losses added to Consolidated Net Income in determining Consolidated Adjusted EBITDA for such period and (f) any one time Consolidated Interest Expense of NewPageHoldCo and its Subsidiaries payable in Cash which is incurred in connection with the First Amendment and is deducted from the calculation of Consolidated Cash Interest Expense.

“Consolidated Senior Debt” means, as at any date of determination, the sum of Indebtedness under this Agreement plus Priority Lien Debt (as defined in the Collateral Trust Agreement), in each case, appearing on a balance sheet of NewPageHoldCo and its Subsidiaries as of such date determined on a consolidated basis in accordance with GAAP.

C. Section 1.1 of the Credit Agreement is hereby amended by restating clause (5) of the definition of “Consolidated Adjusted EBITDA” to read as follows:

“(5) transaction costs incurred in connection with the Closing Date Related Transactions, any Permitted Acquisition and the First Amendment, to the extent such costs were deducted in computing such Consolidated Net Income; plus”

D. Section 1.1 of the Credit Agreement is hereby amended by restating clause (C) in the second sentence of the definition of “Indebtedness” to read as follows:

“(C) the principal amount of the Indebtedness under any Hedge Agreement and Unsecured Hedge Agreement at any time shall be equal to the amount payable as a result of the termination of such Hedge Agreement or Unsecured Hedge Agreement, as applicable, at such time.”

E. Section 1.1 of the Credit Agreement is hereby amended by restating clause (3) of the definition of “Net Income” to read as follows:

“(3) any unrealized non-cash gains or losses in respect of Hedge Agreements and Unsecured Hedge Agreements (including those resulting from the application of FAS 133), to the extent that such gains or losses are deducted in computing Net Income.”

 

1.2

Amendment to Section 2.2 .

Section 2.2 is hereby amended by inserting a new clause (c) immediately after clause (b) as follows:

“(c) Extension Offers . NewPageCo may, by written notice to the Administrative Agent, make an offer (each, an “ Extension Offer ”) to all Lenders in connection with one or more Permitted Extension Amendments pursuant to procedures specified by the Administrative Agent and reasonably acceptable to NewPageCo. Such notice shall be reasonably satisfactory to the Administrative Agent and shall set forth the terms and conditions of the requested Permitted Extension Amendment. Permitted Extension Amendments shall become effective only with respect to the Loans and Revolving Commitments of the Lenders that accept the applicable Extension Offer (such Lenders, the “ Accepting Lenders ”). Without the consent of any other Lenders, the Administrative Agent may effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, as determined by the Administrative Agent, to effect any Permitted Extension Amendment.

 

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1.3

Amendments to Section 5.16(g) .

Section 5.16(g) is hereby amended and restated in its entirety to read as follows:

(g) collateral appraisals and Inventory Appraisals to be conducted, in each case, one time per annum (or for any year in which Excess Availability for any ten (10) consecutive day period shall be less than $105,000,000, two times per annum), or, following the occurrence and during the continuation of an Event of Default or when the Total Utilization of Revolving Commitments shall exceed the Revolving Commitments or the Borrowing Base then in effect, more frequently at Collateral Agent’s reasonable request, by an auditor or outside appraisal firm, and in form, scope and substance, reasonably satisfactory to the Collateral Agent and Administrative Agent;

 

1.4

Amendments to Section 6.1 .

A. Section 6.1(l) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(l) Indebtedness under Hedge Agreements required pursuant to, and entered into in accordance with, Section 5.12 or any Hedge Agreements and Unsecured Hedge Agreements entered into in the ordinary course of business and not for speculative purposes; provided that any Hedge Agreement or Unsecured Hedge Agreement that could result in any uncovered short positions with respect to commodities shall not be permitted pursuant to this clause (l);”

B. Section 6.1(p) of the Credit Agreement is hereby amended by deleting the reference to “$100,000,000” and inserting “$50,000,000” in place thereof.

C. Clause (y) of the proviso contained in Section 6.1(q) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(y) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, original issue discount with respect to such new Indebtedness, accrued cash interest payable thereon, capitalized interest permitted or required to be paid thereunder, premium (if any) thereon, other reasonable amounts necessary to accomplish such extension, renewal or refinancing, and reasonable fees and expenses incurred in connection therewith, or”

D. Section 6.1 of the Credit Agreement is hereby amended by (a) deleting clause (u) thereof, (b) replacing “; and” at the end of clause (t) with a period, and (c) inserting “and” at the end of clause (s).

 

1.5

Amendments to Section 6.2 .

Section 6.2(a) of the Credit Agreement is hereby amended to delete the phrase “and Indebtedness incurred pursuant to Section 6.1(u)” contained therein.

 

1.6

Amendments to Section 6.5 .

A. Section 6.5(a)(iii) is amended and restated to read as follows:

“NewPageCo may make voluntary prepayments of principal under Section 2.13 of the NewPage First Lien Term Loan Agreement and may make repurchases of Term Loans as defined in the NewPage First Lien Term Loan Agreement pursuant to Section 10.6(i) thereof so long as (A) both before and after giving effect to any such voluntary prepayment, no Default or Event of Default shall have occurred and be continuing, (B) solely in the case of a repurchase under such Section 10.6(i), as of the most recently completed Fiscal Quarter for which financial statement have been delivered pursuant to the terms of this Agreement the Senior Leverage Ratio was less than 3.00 to 1 and (C) after giving effect to any such prepayment, Excess Availability shall be at least $75,000,000,”

 

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B. Section 6.5(e) is amended by (a) inserting the word “and” at the end of clause (iii) and (b) inserting a new clause (iv) immediately after clause (iii) as follows:

“ (iv) repurchase, redeem or otherwise acquire, and in each case, retire, any Senior Secured Floating Rate Notes, any Senior Secured Fixed Rate Notes or any 2007 Senior Secured Fixed Rate Notes in an aggregate amount paid in connection therewith not to exceed (A) $100,000,000 in the aggregate so long as the Senior Leverage Ratio as of the end of the most recently ended Fiscal Quarter prior to such repurchase, redemption, acquisition or retirement was greater than 2.00 to 1.00 but less than or equal to 2.50 to 1.00 or (B) $150,000,000 in the aggregate so long as the Senior Leverage Ratio as of the end of the most recently ended Fiscal Quarter prior to such repurchase, redemption, acquisition or retirement was less than or equal to 2.00 to 1.00; provided that Restricted Junior Payments made under this clause (e)(iv) shall constitute usage of the basket set forth in clause (e)(iii).”

C. Section 6.5(k) is hereby amended and restated in its entirety to read as follows:

“(k) at any time following delivery of the Credit Parties’ financial statements for the Fiscal Quarter ending June 30, 2010 in accordance with Section 5.1(b) , so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, upon the occurrence of an IPO (and substantially concurrently therewith, or in the case of an IPO that occurs prior to the delivery of the financial statements for the Fiscal Quarter ending June 30, 2010, substantially concurrently with such delivery), NewPageHoldCo may use the proceeds of such IPO to (1) prepay the NewPageHoldCo PIK Notes and/or (2) make Restricted payments to SuperHoldco to enable SuperHoldco to prepay the SuperHoldco PIK Notes (so long as SuperHoldco applies the proceeds of such Restricted Payment to such purpose).”

 

1.7

Amendment to Section 6.7.

Section 6.7(k) of the Credit Agreement is


 
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