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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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ACKNOWLEDGMENT AND AGREEMENT<br />

Each of the undersigned hereby acknowledges and agrees to the representations, terms<br />

and provisions of the Intercreditor <strong>Agreement</strong> between JPMorgan Chase Bank, N.A., in its<br />

capacity as agent for the Revolving Loan Secured Parties (in such capacity, the “Revolving Loan<br />

Agent”) and Barclays Bank PLC, in its capacity as collateral agent for the Term Loan Secured<br />

Parties (in such capacity, “Term Loan Agent”), of which this Acknowledgment and <strong>Agreement</strong><br />

is a part. By its signature below, the undersigned agrees that it will, together with its successors<br />

and assigns, be bound by the provisions hereof.<br />

Each of the undersigned agrees that (a) if either the Revolving Loan Agent or the Term<br />

Loan Agent holds Shared Collateral it does so as bailee (under the UCC) for the other and is<br />

hereby authorized to and may turn over to such other Secured Party upon request therefor any<br />

such Shared Collateral, after all obligations and indebtedness of the undersigned to the bailee<br />

Secured Party have been fully paid and performed, or as otherwise provided in the Intercreditor<br />

<strong>Agreement</strong>, and (b) it will execute and deliver such additional documents and take such<br />

additional action as may be necessary or desirable in the opinion of any Secured Party to<br />

effectuate the provisions and purposes of the foregoing <strong>Agreement</strong>. Each of the undersigned<br />

agrees to provide to the Term Loan Agent and the Revolving Loan Agent a copy of each Grantor<br />

Joinder hereto executed and delivered pursuant to Section 11.16 of the Intercreditor <strong>Agreement</strong>.<br />

Each of the undersigned acknowledges and agrees that, although it may sign this<br />

<strong>Agreement</strong>, it is not a party hereto and does not and will not receive any right, benefit, priority or<br />

interest under or because of the existence of the foregoing <strong>Agreement</strong>.<br />

[SIGNATURE PAGE FOLLOWS]<br />

CH\1408709.10

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