Exhibit 10.2
Execution Version
Notwithstanding anything herein to the contrary, the liens and security
interests granted to the Administrative Agent pursuant to this Agreement and the
exercise of any right or remedy by the Administrative 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 Administrative
Agent, the ABL Administrative 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
Administrative Agent, the ABL Administrative 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.
TERM LOAN SECURITY AND PLEDGE AGREEMENT
THIS TERM LOAN SECURITY AND PLEDGE AGREEMENT (this "Agreement") is entered into
as of July 30, 2014 among WAUSAU PAPER CORP., a Wisconsin corporation (the
"Borrower"), 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 Borrower, each individually a "Grantor", and
collectively, the "Grantors") and BANK OF AMERICA, N.A., in its capacity as
administrative agent (in such capacity, the "Administrative 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 Borrower, the Guarantors,
the Lenders party thereto and the Administrative 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 the singular and
plural forms of the terms defined, (ii) whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms,
(iii) the words "include", "includes" and "including" shall be deemed to be
followed by the phrase "without limitation", (iv) the word "will" shall be
construed to have the same meaning and