Exhibit 10.3
Execution Version
AMENDED AND RESTATED
COLLATERAL AGREEMENT
Dated as of August 1, 2014
(originally dated as of May 11, 2012)
among
VERSO PAPER HOLDINGS LLC,
as Company,
each other PLEDGOR identified herein,
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Collateral Agent
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, (I) THE LIENS AND SECURITY
INTERESTS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THIS AGREEMENT ARE
EXPRESSLY SUBJECT AND SUBORDINATE TO THE LIENS AND SECURITY INTERESTS GRANTED TO
ANY AGENT OR TRUSTEE FOR ANY SENIOR LENDER (AS DEFINED IN THE INTERCREDITOR
AGREEMENT REFERRED TO BELOW), AND (II) THE EXERCISE OF ANY RIGHT OR REMEDY BY
THE COLLATERAL AGENT HEREUNDER IS SUBJECT TO THE LIMITATIONS AND PROVISIONS OF
THE INTERCREDITOR AGREEMENT DATED AS OF MAY 11, 2012 (AS FURTHER AMENDED,
RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"INTERCREDITOR AGREEMENT"), BY AND AMONG CITIBANK, N.A., AS INTERCREDITOR AGENT
AND AS ADMINISTRATIVE AGENT UNDER THE ABL CREDIT AGREEMENT, CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT UNDER THE CASH FLOW CREDIT
AGREEMENT, WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE UNDER THE 2019
FIRST-LIEN NOTES INDENTURE, WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE
UNDER THE 1-1/2 LIEN NOTES INDENTURE, VERSO PAPER FINANCE HOLDINGS LLC, VERSO
PAPER HOLDINGS, LLC AND THE SUBSIDIARIES PARTY THERETO. IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THE TERMS OF THIS
AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN.
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS
2
Section 1.01.
Indenture
2
Section 1.02.
Other Defined Terms
2
ARTICLE 2 RESERVED
9
ARTICLE 3 PLEDGE OF SECURITIES
9
Section 3.01.
Pledge
9
Section 3.02.
Delivery of the Pledged Collateral
11
Section 3.03.
Representations, Warranties and Covenants
12
Section 3.04.
Registration in Nominee Name; Denominations
14
Section 3.05.
Voting Rights; Dividends and Interest, Etc
14
ARTICLE 4 SECURITY INTERESTS IN OTHER PERSONAL PROPERTY
16
Section 4.01.
Security Interest
16
Section 4.02.
Representations and Warranties
19
Section 4.03.
Covenants
22
Section 4.04.
Other Actions
24
Section 4.05.
Covenants Regarding Patent, Trademark and Copyright Collateral
25
ARTICLE 5 REMEDIES
27
Section 5.01.
Remedies Upon Default
27
Section 5.02.
Application of Proceeds
29
Section 5.03.
Securities Act, Etc
30
ARTICLE 6 RESERVED
30
ARTICLE 7 MISCELLANEOUS
30
Section 7.01.
Notices
30
Section 7.02.
Security Interest Absolute
31
Section 7.03.
Limitation by Law
31
i
Section 7.04.
Binding Effect; Several Agreement
31
Section 7.05.
Successors and Assigns
31
Section 7.06.
Collateral Agent's Fees and Expenses; Indemnification
32
Section 7.07.
Collateral Agent Appointed Attorney-in-Fact
33
Section 7.08.
GOVERNING LAW
33
Section 7.09.
Waivers; Amendment
33
Section 7.10.
WAIVER OF JURY TRIAL
34
Section 7.11.
Severability
34
Section 7.12.
Counterparts
34
Section 7.13.
Headings
35
Section 7.14.
Jurisdiction; Consent to Service Of Process
35
Section 7.15.
Termination or Release
35
Section 7.16.
Additional Subsidiaries
36
Section 7.17.
Right of Set-off
36
Section 7.18.
Intercreditor Agreements
36
Section 7.19.
Other Senior Documents
37
Section 7.20.
Other Pari Passu Obligations
37
Schedules
Schedule I
Subsidiary Parties Schedule II
Equity and Debt