Exhibit 10.2 NewPage - Executed ABL Agreement

shall have closed within five (5) Business Days after the receipt by Term Loan Agent of the
irrevocable notice from the Revolving Loan Agent.
Section 9.
Access and Use of Term Loan Priority Collateral
9.1 Access and Use Rights of Revolving Loan Agent.
(a) In the event that Term Loan Agent shall acquire control or
possession of any of the Term Loan Priority Collateral or shall, through the exercise of remedies
under the Term Loan Documents or otherwise, sell any of the Term Loan Priority Collateral to
any third party (a “Third Party Purchaser”), Term Loan Agent shall permit Revolving Loan
Agent (or require as a condition of such sale to the Third Party Purchaser that the Third Party
Purchaser agree to permit the Revolving Loan Agent), at Revolving Loan Agent’s option and in
accordance with applicable law, and at the expense of the Revolving Loan Secured Parties: (i) to
enter and use any or all of the Term Loan Priority Collateral under such control or possession (or
sold to a Third Party Purchaser) consisting of real property and the improvements, structures,
buildings thereon and all related rights during normal business hours or in order to inspect,
remove or take any action with respect to the Revolving Loan Priority Collateral or to enforce
Revolving Loan Agent’s rights with respect thereto, including, but not limited to, the
examination and removal of Revolving Loan Priority Collateral and the examination and
duplication of the books and records of any Grantor related to the Revolving Loan Priority
Collateral, or to otherwise handle, deliver, ship, transport, deal with or dispose of any Revolving
Loan Priority Collateral, such right to include, without limiting the generality of the foregoing,
the right to conduct one or more public or private sales or auctions thereon and (ii) use any of the
Term Loan Priority Collateral under such control or possession (or sold to a Third Party
Purchaser) consisting of equipment (including computers or other data processing equipment) to
handle, deal with or dispose of any Revolving Loan Priority Collateral pursuant to the rights of
Revolving Loan Agent and the other Revolving Loan Secured Parties as set forth in the
Revolving Loan Documents, the UCC of any applicable jurisdiction and other applicable law.
(b) The rights of Revolving Loan Agent set forth in clause (a) above as
to the Term Loan Priority Collateral shall be irrevocable and without charge and shall continue at
Revolving Loan Agent’s option for a period of one hundred eighty (180) days as to any such
Term Loan Priority Collateral from the date on which Term Loan Agent has notified Revolving
Loan Agent that Term Loan Agent or a Third Party Purchaser has acquired possession or control
of such Term Loan Priority Collateral. The time periods set forth herein shall be tolled during
the pendency of any proceeding of a Grantor under the Bankruptcy Code or any other
Bankruptcy Law or other proceedings pursuant to which Revolving Loan Agent is effectively
stayed from enforcing its rights against the Revolving Loan Priority Collateral; provided that the
Revolving Loan Agent shall have used its commercially reasonable efforts to have such stay
lifted. In no event shall Term Loan Agent or any of the Term Loan Secured Parties take any
action to interfere, limit or restrict the rights of Revolving Loan Agent set forth above or the
exercise of such rights by Revolving Loan Agent pursuant to this Section 9.1 prior to the
expiration of such periods.
9.2 Responsibilities of Revolving Loan Secured Parties. The Revolving Loan
Agent shall reimburse the Term Loan Agent for all reasonable, documented, out-of-pocket costs
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