EXHIBIT 10.2


 


SECOND AMENDMENT

TO REVOLVING CREDIT AND GUARANTY AGREEMENT


 


THIS SECOND AMENDMENT TO REVOLVING CREDIT AND
GUARANTY AGREEMENT (this “Amendment”) is dated as of February 23, 2006 and is
entered into by and among NEWPAGE CORPORATION,
a Delaware corporation (the “Borrower”),
NEWPAGE HOLDING CORPORATION, a Delaware
corporation (“Holdings”), CERTAIN FINANCIAL INSTITUTIONS listed on
the signature pages hereto (the “Lenders”),
GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”),
as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent, UBS SECURITIES LLC, as Joint Lead Arranger, Joint Bookrunner
and Co-Syndication Agent, WACHOVIA CAPITAL MARKETS,
LLC, as Co-Syndication Agent, BANK OF AMERICA, N.A., as Documentation Agent, JPMORGAN CHASE BANK, N.A., as
Collateral Agent (“Collateral Agent”),
and GSCP, as Administrative Agent (“Administrative Agent”) and, for purposes
of Section IV hereof, the CREDIT SUPPORT
PARTIES listed on the signature papers hereto, and is made with
reference to that certain REVOLVING CREDIT AND GUARANTY AGREEMENT
dated as of May 2, 2005 (as amended through the date hereof, the “Credit Agreement”) by and among Borrower,
Holdings, the subsidiaries of Borrower named therein, Lenders, Co-Syndication
Agents, Documentation Agent, Collateral Agent and Administrative Agent.
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 amendment
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


 


A.     Section 6.9(c) of
the Credit Agreement is hereby amended by replacing
the amount “$200,000,000” in the fourth line thereof with “$250,000,000”.


 


SECTION II.     CONDITIONS TO EFFECTIVENESS


 


This Amendment shall become effective as of the date hereof only upon
the satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”):


 


A.     Execution.
Administrative Agent shall have received a counterpart signature page of
this Amendment duly executed by each of the Credit Parties and Requisite
Lenders.


 

















 


B.     Necessary Consents. Each Credit Party shall have obtained all material consents
necessary or advisable in connection with the transactions contemplated by this
Amendment.


 


C.     Other Documents.  Administrative Agent
and Lenders shall have received such other documents, information or agreements
regarding Credit Parties as Administrative Agent or Collateral Agent may
reasonably request.


 


SECTION III.     REPRESENTATIONS AND WARRANTIES


 


In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, each Credit Party which is
a party hereto represents and warrants to each Lender that the following
statements are true and correct in all material respects:


 


A.     Corporate Power and Authority.  Each Credit Party,
which is party hereto, has all requisite power and authority to enter into this
Amendment and to carry out the transactions contemplated by, and perform its
obligations under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”) and the other Credit
Documents.


 


B.     Authorization of Agreements.  The execution and
delivery of this Amendment and the performance of the Amended Agreement and the
other Credit Documents have been duly authorized by all necessary action on the
part of each Credit Party.


 


C.     No Conflict.  The execution and delivery by each Credit
Party of this Amendment and the performance by each Credit Party of the Amended
Agreement and the other Credit Documents do not and will not (i) violate (A) any
provision of any law, statute, rule or regulation, or of the certificate
or articles of incorporation or partnership agreement, other constitutive
documents or by-laws of Holdings, Borrower or any Credit Party or (B) any
applicable order of any court or any rule, regulation or order of any
Governmental Authority, (ii) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under any
Contractual Obligation of the applicable Credit Party, where any such conflict,
violation, breach or default referred to in clause (i) or (ii) of
this Section III.C., could reasonably be expected to have a Material
Adverse Effect, (iii) except as permitted under the Amended Agreement,
result in or require the creation or imposition of any Lien upon any of the
properties or assets of each Credit Party (other than any Liens created under
any of the Credit Documents in favor of Administrative Agent on behalf of
Lenders), or (iv) require any approval of stockholders or partners or any
approval or consent of any Person under any Contractual Obligation of each
Credit Party, except for such approvals or consents which will be obtained on
or before the Second Amendment Effective Date and except for any such approvals
or consents the failure of which to obtain will not have a Material Adverse
Effect.


 


D.     Governmental Consents.  No action, consent or
approval of, registration or filing with or any other action by any
Governmental Authority is or will be required in 


 


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connection with the execution and
delivery by each Credit Party of this Amendment and the performance by Borrower
and Holdings of the Amended Agreement and the other Credit Documents, except
for such actions, consents and approvals the failure to obtain or make could
not reasonably be expected to result in a Material Adverse Effect or which have
been obtained and are in full force and effect.


 


E.     Binding Obligation.  This Amendment and
the Amended Agreement have been duly executed and delivered by each of the
Credit Parties party thereto and each constitutes a legal, valid and binding
obligation of such Credit Party to the extent a party thereto, enforceable
against such Credit Party in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors’ rights generally and
except as enforceability may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).


 


F.     Incorporation of Representations and
Warranties From Credit Agreement. The
representations and warranties contained in Section 4 of the Amended Agreement
are and will be true and correct in all material respects on and as of the Second
Amendment Effective Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true and correct in all
material respects on and as of such earlier date.


 


G.     Absence of Default.  No event has occurred
and is continuing or will result from the consummation of the transactions
contemplated by this Amendment that would constitute an Event of Default or a
Default.


 


SECTION IV.     ACKNOWLEDGMENT AND CONSENT


 


Each Domestic Subsidiary listed on the signature pages hereto and
Holdings are referred to herein as a “Credit
Support Party” and collectively as the “Credit Support Parties”, and the Credit Documents to which
they are a party are collectively referred to herein as the “Credit Support Documents”.


 


Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Amendment and consents to
the amendment of the Credit Agreement effected pursuant to this Amendment.  Each Credit Support Party hereby confirms
that each Credit Support Document to which it is a party or otherwise bound and
all Collateral encumbered thereby will continue to guarantee or secure, as the
case may be, to the fullest extent possible in accordance with the Credit
Support Documents the payment and performance of all “Obligations” under each
of the Credit Support Documents to which is a party (in each case as such terms
are defined in the applicable Credit Support Document).


 


Each Credit Support Party acknowledges and agrees that any of the
Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. 
Each Credit Support Party 


 


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represents and
warrants that all representations and warranties contained in the Amended
Agreement and the Credit Support Documents to which it is a party or otherwise
bound are true and correct in all material respects on and as of the Second Amendment
Effective Date to the same extent as though made on and as of that date, except
to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true and correct in all material respects
on and as of such earlier date.


 


Each Credit Support Party acknowledges and agrees that (i) notwithstanding
the conditions to effectiveness set forth in this Amendment, such Credit
Support Party is not required by the terms of the Credit Agreement or any other
Credit Support Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit
Agreement, this Amendment or any other Credit Support Document shall be deemed
to require the consent of such Credit Support Party to any future amendments to
the Credit Agreement.


 


SECTION V.     MISCELLANEOUS


 


A.     Reference to and Effect on the Credit
Agreement and the Other Credit Documents.


 


(i)    
On and after the Second Amendment Effective Date, each reference in the
Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words
of like import referring to the Credit Agreement, and each reference in the
other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended by this Amendment.


 


(ii)    
Except as specifically amended by this Amendment, the Credit Agreement
and the other Credit Documents shall remain in full force and effect and are
hereby ratified and confirmed.


 


(iii)    
The execution, delivery and performance of this Amendment shall not
constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of any Agent or Lender under, the Credit Agreement or any of
the other Credit Documents.


 


B.     Headings.  Section and Subsection headings in
this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose or be given any
substantive effect.


 


C.     Applicable Law. 
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.


 


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D.     Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are
physically attached to the same document.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first
written above.


 


 


	
   

  	
  NEWPAGE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew L. Jesch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matthew L. Jesch

  
	
   

  	
   

  	
  Title:

  	
  Vice President and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEWPAGE HOLDING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew L. Jesch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matthew L. Jesch

  
	
   

  	
   

  	
  Title:

  	
  Vice President and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  CHILLICOTHE PAPER INC.

  
	
   

  	
  WICKLIFFE PAPER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew L. Jesch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matthew L. Jesch

  
	
   

  	
   

  	
  Title:

  	
  Vice President and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  ESCANABA PAPER COMPANY

  
	
   

  	
  LUKE PAPER COMPANY

  
	
   

  	
  RUMFORD PAPER COMPANY

  
	
   

  	
  NEWPAGE ENERGY SERVICES LLC

  
	
   

  	
  UPLAND RESOURCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew L. Jesch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matthew L. Jesch

  
	
   

  	
   

  	
  Title:

  	
  Vice President and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  RUMFORD COGENERATION, INC.

  
	
   

  	
  RUMFORD FALLS POWER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew L. Jesch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matthew L. Jesch

  
	
   

  	
   

  	
  Title:

  	
  Vice President and CFO

  
					



 

















 


	
   

  	
  GOLDMAN SACHS CREDIT PARTNERS L.P.,

  
	
   

  	
  as Administrative Agent, Joint
  Lead Arranger, Joint

  Bookrunner, Co-Syndication Agent, and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    By:

  	
  /s/ [Illegible]

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
  as Collateral Agent, an Issuing
  Bank and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter S. Predun

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter S. Predun

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA BANK, NATIONAL

    ASSOCIATION, as an Issuing Bank, Swingline

    Lender and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas Grabosky

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Thomas Grabosky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA CAPITAL MARKETS, LLC,

  
	
   

  	
   

  	
  as Co-Syndication Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas Grabosky

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Thomas Grabosky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
  as Documentation Agent and as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jang S. Kim

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jang S. Kim

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President