in
accordance with the Patriot Act and the Proceeds of Crime (Money Laundering) and
Terrorist Financing Act (Canada), as applicable.
11.18 Other Liens on Collateral; Term of Intercreditor Agreement; Etc.
(a) EACH LENDER HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE
CREATED ON THE COLLATERAL PURSUANT TO THE SECOND LIEN SECURITY DOCUMENTS, WHICH
LIENS SHALL BE REQUIRED TO BE SUBORDINATED AND JUNIOR TO THE LIENS CREATED
PURSUANT TO THE LOAN DOCUMENTS IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR
AGREEMENT. THE INTERCREDITOR AGREEMENT ALSO HAS OTHER PROVISIONS WHICH ARE
BINDING UPON THE LENDERS, THE HEDGE BANKS AND THE CASH MANAGEMENT BANKS PURSUANT
TO THIS AGREEMENT. PURSUANT TO THE EXPRESS TERMS OF SECTION 8.1 OF THE
INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE
INTERCREDITOR AGREEMENT AND ANY OF THE LOAN DOCUMENTS, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
(b) EACH LENDER AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO
THE INTERCREDITOR AGREEMENT ON BEHALF OF THE LENDERS, AND TO TAKE ALL ACTIONS
(AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE
WITH THE TERMS OF THE INTERCREDITOR AGREEMENT.
(c) THE PROVISIONS OF THIS SECTION 11.18 ARE NOT INTENDED TO SUMMARIZE ALL
RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO
THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS
THEREOF. EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF
THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER
THE ADMINISTRATIVE AGENT NOR ANY OF ITS RESPECTIVE AFFILIATES MAKES ANY
REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE
PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT.
[Signature Pages Follow]
138
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective duly authorized officers or other
authorized signatories as of the day and year first above written.
PAPERWEIGHT DEVELOPMENT CORP., as Holdings
By:
/s/ Jeffrey J. Fletcher
Name:
Jeffrey J. Fletcher
Title:
Controller
APPVION, INC., as the Borrower
By:
/s/ Jeffrey J. Fletcher
Name:
Jeffrey J. Fletcher
Title:
Controller
139
JEFFERIES FINANCE LLC, as Administrative Agent
By:
/s/ E. J. Hess
Name:
E. J. Hess
Title:
Managing Director
JEFFERIES FINANCE LLC, as a Lender
By:
/s/ E. J. Hess
Name:
E. J. Hess
Title:
Managing Director
140
FIFTH THIRD BANK, as Revolver Agent, a Lender, L/C Issuer and Swing Line Lender
By:
/s/ Elizabeth A. Di Cola
Name:
Elizabeth A. Di Cola
Title:
Vice President
141
KEYBANK NATIONAL ASSOCIATION, as a Lender
By:
/s/ J. T. Taylor
Name:
J. T. Taylor
Title:
SVP
142
EXHIBIT A
FORM OF COMMITTED LOAN NOTICE
Date:
,
To: Jefferies Finance LLC, as Administrative Agent
Fifth Third Bank, as Revolver Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of June 28, 2013
(as amended, restated, supplemented and/or otherwise modified from time to time,
the "Credit Agreement"), among Appvion, Inc., a Delaware corporation (the
"Borrower"),