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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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“shall”. Unless the context requires otherwise, (a) any definition of or reference to any<br />

agreement, instrument or other document herein shall be construed as referring to such<br />

agreement, instrument or other document as from time to time amended, supplemented or<br />

otherwise modified, (b) any reference herein to any Person shall be construed to include such<br />

Person’s successors and assigns, and as to <strong>NewPage</strong>Co, Holdings, any other Guarantor or any<br />

other Grantor shall be deemed to include a receiver, trustee or debtor-in-possession on behalf of<br />

any of such person or on behalf of any such successor or assign, (c) the words “herein”, “hereof”<br />

and “hereunder”, and words of similar import, shall be construed to refer to this <strong>Agreement</strong> in its<br />

entirety and not to any particular provision hereof, (d) all references herein to Sections shall be<br />

construed to refer to Sections of this <strong>Agreement</strong> and (e) the words “asset” and “property” shall<br />

be construed to have the same meaning and effect and to refer to any and all tangible and<br />

intangible assets and properties, including cash, securities, accounts and contract rights.<br />

Section 2.<br />

Lien Priorities<br />

2.1 Acknowledgment of Liens.<br />

(a) Revolving Loan Agent, on behalf of itself and each Revolving<br />

Loan Secured Party, hereby acknowledges that Term Loan Agent, acting for and on behalf of<br />

itself and the Term Loan Secured Parties, has been granted Liens upon all of the Shared<br />

Collateral pursuant to the Term Loan Documents to secure the Term Loan Debt.<br />

(b) Term Loan Agent, on behalf of itself and each Term Loan Secured<br />

Party, hereby acknowledges that Revolving Loan Agent, acting for and on behalf of itself and the<br />

Revolving Loan Secured Parties, has been granted Liens upon all of the Shared Collateral<br />

pursuant to the Revolving Loan Documents to secure the Revolving Loan Debt.<br />

2.2 Relative Priorities.<br />

(a) Notwithstanding the date, manner or order of grant, attachment or<br />

perfection of any Liens granted to Revolving Loan Agent or the Revolving Loan Secured Parties<br />

or Term Loan Agent or the Term Loan Secured Parties and notwithstanding any provision of the<br />

UCC, any similar law of any other jurisdiction outside of the United States, or any applicable law<br />

or any provisions of the Revolving Loan Documents or the Term Loan Documents or any defect<br />

or deficiencies in, or failure to perfect, any Liens or any other circumstance whatsoever, the<br />

Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and the Revolving<br />

Loan Agent, on behalf of itself and the Revolving Loan Secured Parties, hereby agree that:<br />

(i) any Lien on the Revolving Loan Priority Collateral securing<br />

the Revolving Loan Debt now or hereafter held by or for the benefit or on behalf of any<br />

Revolving Loan Secured Party or any agent or trustee therefor shall be senior in right,<br />

priority, operation, effect and in all other respects to any Lien on the Revolving Loan<br />

Priority Collateral securing the Term Loan Debt now or hereafter held by or for the<br />

benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor, and<br />

any Lien on the Revolving Loan Priority Collateral securing any of the Term Loan Debt<br />

now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party<br />

or any agent or trustee therefor regardless of how acquired, whether by grant, statute,<br />

CH\1408709.10<br />

10

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