Exhibit 10.2 NewPage - Executed ABL Agreement

period after Agents receive the Landlord’s Notice, each Agent shall have the right, but not the
obligation, to cause the Collateral to be removed from the Premises, subject to the payment to
Landlord by the applicable Agent or Agents of the basic rent due under the Lease for such
period, pro-rated on a per diem basis determined on a 30 day month. During such 45 day period,
Landlord will not remove the Collateral from the Premises nor interfere with any Agent’s actions
in removing the Collateral from the Premises or any Agent’s actions in otherwise enforcing its
security interest in the Collateral. Notwithstanding anything to the contrary in this paragraph,
Agents shall at no time have any obligation to remove the Collateral from the Premises.
5. Landlord shall use good faith efforts to send each Agent a copy of any notice of
default under the Lease sent by Landlord to Tenant. In addition, Landlord shall send to each
Agent a copy of any notice received by Landlord of a breach or default under any other lease,
mortgage, deed of trust, security agreement or other instrument to which Landlord is a party
which may affect Landlord’s rights in, or possession of, the Premises.
6. All notices to Agents under this Agreement shall be in writing and sent to each
Agent at its address set forth on the signature page hereof by telefacsimile, by United States mail,
or by overnight delivery service.
7. The provisions of this Agreement shall continue in effect until Landlord shall
have received each Agent’s written certification that all amounts advanced under each Credit
Agreement have been paid in full; provided that either Agent may terminate this Agreement with
respect to itself by delivering notice of such termination to each other party hereto.
8. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD
RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE
OF NEW YORK.
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CH\1423789.4
EXHIBIT J-3