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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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Annex A<br />

to<br />

Intercreditor <strong>Agreement</strong><br />

Revolving Loan Priority Collateral<br />

Revolving Loan Priority Collateral consists of any and all of the assets of <strong>NewPage</strong>Co and any<br />

Guarantor of the Revolving Loan Debt, whether now owned or hereafter acquired, consisting of:<br />

(i) “accounts,” “chattel paper” and “payment intangibles,” other than “accounts”,<br />

“chattel paper” and “payment intangibles” (in each case, as defined in Article 9 of the UCC)<br />

which constitute identifiable proceeds of Term Loan Priority Collateral;<br />

(ii) (A) “deposit accounts” and “money” (in each case, as defined in Article 9 of the<br />

UCC) and all cash, checks, other “negotiable instruments” (as defined in Article 9 of the UCC),<br />

funds and other evidences of payments held therein and (B) “securities accounts”, “security<br />

entitlements” and “securities” (in each case, as defined in Article 8 of the UCC), and, in each<br />

case, all cash, checks and other property held therein or credited thereto, provided however that<br />

the foregoing clauses (ii)(A) and (B) shall exclude (I) deposit accounts and securities accounts<br />

specifically designated by <strong>NewPage</strong>Co and the Term Loan Agent to receive sale or other<br />

disposition of the Term Loan Priority Collateral (and all cash and funds, securities entitlements<br />

and securities and other property held therein or credited thereto) (the “Term Loan Asset<br />

Proceeds Account”) and (II) subject to the last sentence of this paragraph, identifiable proceeds<br />

of Term Loan Priority Collateral;<br />

(iii) general intangibles (other than intellectual property), “documents”, “instruments”<br />

(including promissory notes) and “commercial tort claims” (in each case, as defined in Article 9<br />

of the UCC) relating to, evidencing or governing any of the items referred to in the foregoing<br />

clauses (i) and (ii) and clauses (iv), including, without limitation, all contingent rights with<br />

respect to warranties on accounts which are not yet “payment intangibles” (as defined in Article<br />

9 of the UCC) and (v) but excluding intercompany indebtedness;<br />

(iv) all books and “records” (as defined in Article 9 of the UCC) relating to the items<br />

referred to in the preceding clauses (i) through (iii) and clause (v) below constituting Revolving<br />

Loan Priority Collateral (including all books, databases, customer lists, engineer drawings, and<br />

Records, whether tangible or electronic, which contain any information relating to any of the<br />

items referred to in the preceding clauses (i) through (iii) and clause (v) below and related<br />

“letters of credit” (as defined in Article 5 of the UCC)), letter of credit rights, commercial tort<br />

claims or other claims and causes of action, in each case, to the extent related primarily to any of<br />

the foregoing and clause (v) below;<br />

(v) all “inventory” (as defined in Article 9 of the UCC) and all documents, customs<br />

receipts, insurance certificates, shipping documents and other written materials related to the<br />

purchase or import of inventory; and<br />

(vi) “supporting obligations” (as defined in Article 9 of the UCC) relating to the items<br />

referred to in the preceding clauses (i) through (v) and all cash, money, insurance proceeds,<br />

instruments, securities, financial assets and deposit accounts received as proceeds of any of the<br />

CH\1408709.10

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