Exhibit 10.4
EXECUTION VERSION
Notwithstanding anything herein to the contrary, the liens and security
interests granted to the Agent pursuant to this Agreement and the exercise of
any right or remedy by the Agent hereunder, are subject to the provisions of (i)
the Intercreditor Agreement dated as of July 30, 2014 (as amended, restated,
supplemented or otherwise modified from time to time, the "ABL/Term Loan
Intercreditor Agreement"), among the Agent, the Term Loan Agent (as defined in
the Credit Agreement as hereinafter defined) and the Grantors (as hereinafter
defined) from time to time party thereto and (ii) the Subordination and
Intercreditor Agreement dated as of July 30, 2014 (as amended, restated,
supplemented or otherwise modified from time to time, the "PBGC Intercreditor
Agreement", together with the ABL/Term Loan Intercreditor Agreement, the
"Intercreditor Agreements"), among the Agent, the Term Loan Agent, the PBGC (as
defined in the Credit Agreement) and the Grantors from time to time party
thereto.
In the event of any conflict between the terms of the Intercreditor
Agreements and the terms of this Agreement, the terms of the Intercreditor
Agreements shall govern and control.
SECURITY AND PLEDGE AGREEMENT
THIS SECURITY AND PLEDGE AGREEMENT (this "Agreement") is entered into as of July
30, 2014 among WAUSAU PAPER CORP., a Wisconsin corporation ("Wausau Paper"),
WAUSAU TIMBERLAND COMPANY, LLC, a Wisconsin limited liability company ("Wausau
Timberland"), WAUSAU PAPER MILLS, LLC, a Wisconsin limited liability company
("Wausau Mills"), WAUSAU PAPER TOWEL & TISSUE, LLC, a Wisconsin limited
liability company ("Wausau Towel & Tissue"), THE SORG PAPER COMPANY, an Ohio
corporation ("Sorg"), THE MIDDLETOWN HYDRAULIC COMPANY, an Ohio corporation
("Middletown", and together with Wausau Paper, Wausau Timberland, Wausau Mills
and Wausau Towel & Tissue, collectively, "Borrowers"), the other parties
identified as "Grantors" on the signature pages hereto and such other parties
that may become Grantors hereunder after the date hereof (together with the
Borrowers, each individually a "Grantor", and collectively, the "Grantors") and
BANK OF AMERICA, N.A., in its capacity as administrative agent (in such
capacity, the "Agent") for the Secured Parties.
RECITALS
WHEREAS, pursuant to that certain Credit Agreement, dated as of the date hereof
(as amended, modified, extended, restated, renewed, replaced, or supplemented
from time to time, the "Credit Agreement") among the Borrowers, the Lenders
party thereto and the Agent, the Lenders have agreed to make Term Loans upon the
terms and subject to the conditions set forth therein; and
WHEREAS, this Agreement is required by the terms of the Credit Agreement.
NOW, THEREFORE, in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Definitions.
(a)
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Credit Agreement or, if not defined in the Credit
Agreement, the meanings ascribed to such terms in the applicable Intercreditor
Agreement.
With reference to this Agreement, unless otherwise specified herein:
(i) the definitions of terms herein shall apply equally to