Exhibit 10.3
PRIORITY LIEN DEBT
PLEDGE AND SECURITY AGREEMENT
dated as of December 21, 2007
between
EACH OF THE GRANTORS PARTY HERETO
and
THE BANK OF NEW YORK
as Priority Lien Collateral Trustee
TABLE OF CONTENTS
PAGE SECTION 1. DEFINITIONS; GRANT OF SECURITY.
1
1.1
General
Definitions
1
1.2
Definitions; Interpretation
9 SECTION 2. GRANT OF
SECURITY.
10
2.1
Grant of Security
10
2.2
Certain Limited
Exclusions
11
2.3
Intercreditor Agreement
11 SECTION 3. SECURITY FOR
OBLIGATIONS; GRANTORS REMAIN LIABLE.
11
3.1
Security for Obligations
11
3.2
Continuing Liability Under Collateral
12 SECTION 4.
REPRESENTATIONS AND WARRANTIES AND COVENANTS.
12
4.1
Generally.
12
4.2
Equipment and Inventory
15
4.3
Receivables
17
4.4
Investment Related Property.
19
4.5
Material Contracts
26
4.6
Letter of Credit Rights
27
4.7
Intellectual Property.
27
4.8
Commercial Tort Claims
32 SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER
ASSURANCES; ADDITIONAL GRANTORS
32
5.1
Access; Right of Inspection
32
5.2
Further Assurances
32
5.3
Additional Grantors
33 SECTION 6.
COLLATERAL TRUSTEE APPOINTED ATTORNEY-IN-FACT.
34
6.1
Power of Attorney
34
6.2
No Duty on the Part of Priority Lien Collateral Trustee or
Secured Parties
35 SECTION 7. REMEDIES.
35
7.1
Generally.
35
7.2
Application of Proceeds
36
7.3
Sales on Credit
37
7.4
Deposit
Accounts.
37
7.5
Investment Related Property.
37
7.6
Intellectual Property.
37 SECTION 8. COLLATERAL TRUSTEE.
39 SECTION 9.
CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.
40 SECTION 10. STANDARD OF
CARE; COLLATERAL TRUSTEE MAY PERFORM.
40
i
SECTION 11. MISCELLANEOUS.
41 SCHEDULE 4.1 - GENERAL INFORMATION
SCHEDULE
4.2 - LOCATION OF EQUIPMENT AND INVENTORY
SCHEDULE 4.4 - INVESTMENT RELATED
PROPERTY
SCHEDULE 4.5 - MATERIAL CONTRACTS
SCHEDULE 4.6 - DESCRIPTION OF
LETTERS OF CREDIT
SCHEDULE 4.7 - INTELLECTUAL PROPERTY - EXCEPTIONS
SCHEDULE
4.8 - COMMERCIAL TORT CLAIMS
EXHIBIT A - PLEDGE SUPPLEMENT
EXHIBIT B -
UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C - SECURITIES ACCOUNT
CONTROL AGREEMENT
EXHIBIT D - DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT E
- TRADEMARK SECURITY AGREEMENT
EXHIBIT F - COPYRIGHT SECURITY AGREEMENT
EXHIBIT G - PATENT SECURITY AGREEMENT
ii
This PRIORITY LIEN DEBT PLEDGE AND SECURITY AGREEMENT, dated as of December 21,
2007 (this "Agreement"), between EACH OF THE UNDERSIGNED, whether as an original
signatory hereto or as an Additional Grantor (as herein defined) (each, a
"Grantor"), and THE BANK OF NEW YORK, a New York banking corporation, as
collateral trustee for the Secured Parties (as herein defined) (in such capacity
as collateral trustee, the "Priority Lien Collateral Trustee").
RECITALS:
WHEREAS, reference is made to that certain Term Loan Credit and Guaranty
Agreement, dated as of the date hereof (as it may be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
by and among NEWPAGE CORPORATION, a Delaware corporation, as Borrower
("NewPageCo"), NEWPAGE HOLDING CORPORATION, a Delaware corporation
("NewPageHoldCo"), and CERTAIN SUBSIDIARIES OF NEWPAGECO, as Guarantors, the
various lenders party thereto from time to time (the "Lenders"), GOLDMAN SACHS
CREDIT PARTNERS, L.P. ("GSCP"), as Sole Lead Arranger, Sole Bookrunner, and as
Administrative Agent (in such capacity,