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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and<br />

obligations herein set forth and for other good and valuable consideration, the sufficiency and<br />

receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound,<br />

hereby agree as follows:<br />

Section 1.<br />

Definitions; Interpretation<br />

1.1 Definitions. As used in this <strong>Agreement</strong>, including in the preamble and<br />

recitals hereto and the annexes hereto, the following terms have the meanings specified below:<br />

“Affiliate” means, with respect to a specified Person, another Person that directly, or<br />

indirectly through one or more intermediaries, controls or is controlled by or is under common<br />

control with the Person specified. For purposes of this definition, a Person shall be deemed to<br />

“control” or be “controlled by” a Person if such Person possesses, directly or indirectly, power to<br />

direct or cause the direction of the management or policies of such Person whether through<br />

ownership of equity interests, by contract or otherwise.<br />

“Affiliate Obligations” shall mean all Revolving Loan Bank Product Obligations and all<br />

Term Loan Bank Product Obligations of the Grantors.<br />

“Agents” shall mean, collectively, Revolving Loan Agent and Term Loan Agent, and<br />

“Agent” shall mean each of them.<br />

“<strong>Agreement</strong>” shall mean this Intercreditor <strong>Agreement</strong>, as the same now exists or may<br />

hereafter be amended, amended and restated, modified, supplemented, extended, renewed,<br />

restated or replaced from time to time in accordance with the terms hereof.<br />

“Bankruptcy Code” shall mean the United States Bankruptcy Code, being Title 11 of the<br />

United States Code, as the same now exists or may from time to time hereafter be amended,<br />

modified, recodified or supplemented.<br />

“Bankruptcy Law” shall mean the Bankruptcy Code and any similar Federal, state or<br />

foreign law for the relief of debtors.<br />

“Barclays” shall have the meaning set forth in the recitals hereto.<br />

“Business Day” shall mean any day other than a Saturday, a Sunday or a day that is a<br />

legal holiday under the laws of the State of New York or on which banking institutions in the<br />

State of New York are required or authorized by law or other governmental action to close.<br />

“Cash Management Obligations” shall mean with respect to any Person, the obligations<br />

of such Person in connection with all: (a) credit cards, debit cards or stored value cards or the<br />

processing of payments and other administrative services with respect to credit cards, debit cards<br />

or stored value cards and/or (b) cash management or related services, including (i) the automated<br />

clearinghouse transfer of funds for the account of such Person pursuant to agreement or overdraft<br />

for any accounts of such Person, or (ii) controlled disbursement services, and without limiting<br />

the foregoing, shall include obligations of the type described in the definitions of “Cash<br />

Management Obligations” in the Term Loan <strong>Agreement</strong> as in effect on the date hereof and<br />

CH\1408709.10<br />

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