THE INTERCREDITOR AGREEMENTS ON ITS
BEHALF, AND (III) AGREES THAT ANY ACTION TAKEN BY AGENT PURSUANT TO THE
INTERCREDITOR AGREEMENTS SHALL BE BINDING UPON SUCH LENDER.
(b)
THE PROVISIONS OF THIS SECTION 13.19 ARE NOT INTENDED TO SUMMARIZE OR FULLY
DESCRIBE THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS.
REFERENCE MUST BE MADE
TO THE APPLICABLE INTERCREDITOR AGREEMENTS THEMSELVES TO UNDERSTAND ALL TERMS
AND CONDITIONS THEREOF.
EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS
AND REVIEW OF THE INTERCREDITOR AGREEMENTS AND THE TERMS AND PROVISIONS THEREOF,
AND NO AGENT OR ANY OF AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO
THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR
AGREEMENTS.
A COPY OF THE INTERCREDITOR AGREEMENTS MAY BE OBTAINED FROM AGENT.
(c)
THE INTERCREDITOR AGREEMENTS IS AN AGREEMENT SOLELY AMONGST THE SECURED PARTIES
(AS DEFINED IN THE INTERCREDITOR AGREEMENTS) AND THEIR RESPECTIVE AGENTS
(INCLUDING, IN EACH CASE, THEIR SUCCESSORS AND ASSIGNS) AND IS ACKNOWLEDGED AND
AGREED TO BY THE LOAN PARTIES AS PARTY THERETO.
AS MORE FULLY PROVIDED THEREIN,
THE INTERCREDITOR AGREEMENTS CAN ONLY BE AMENDED BY THE PARTIES THERETO IN
ACCORDANCE WITH THE PROVISIONS THEREOF.
[Remainder of page intentionally left blank; signatures begin on following page]
109
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the
date set forth above.
LOAN PARTIES:
WAUSAU PAPER CORP.,
as a Borrower and Borrower Agent
By: /s/ MICHAEL C. BURANDT
Name:
Michael C. Burandt
Title:
Chairman and CEO
Address:
100 Paper Place
Mosinee, WI
54455
Attn:
Sherri L. Lemmer, Senior Vice President
Telecopy: Fax:
715-692-2083
WAUSAU TIMBERLAND COMPANY, LLC,
as a Borrower
By:
/s/SHERRI L. LEMMER
Name:
Sherri L. Lemmer
Title:
Senior Vice President and
Chief Financial Officer
WAUSAU PAPER MILLS, LLC,
as a Borrower
By:
/s/SHERRI L. LEMMER
Name:
Sherri L. Lemmer
Title:
Senior Vice President and
Chief Financial Officer
[Signature page to Credit Agreement]
WAUSAU PAPER TOWEL & TISSUE, LLC,
as a Borrower
By:
/s/SHERRI L. LEMMER
Name:
Sherri L. Lemmer
Title:
Senior Vice President and
Chief Financial Officer
THE SORG PAPER COMPANY,
as a Borrower
By: /s/ MICHAEL C. BURANDT
Name:
Michael C. Burandt
Title:
Chairman and CEO
THE MIDDLETOWN HYDRAULIC COMPANY,
as a Borrower
By:
/s/SHERRI L. LEMMER
Name:
Sherri L. Lemmer
Title:
Chief Financial Officer
[Signature page to Credit Agreement]
AGENT AND LENDERS:
BANK OF AMERICA, N.A.,
as Agent and Lender
By:
/s/MICHAEL FINE
Name:
Micheal Fine
Title:
Senior Vice President
Address:
135 South LaSalle Street
Chicago, IL
60603
Attn:
Michael Fine
[Signature page to Credit Agreement]
BMO HARRIS BANK, N.A.,
as Lender
By: /s/ TERRENCE MCKENNA
Name:
Terrence McKenna
Title:
Vice President
Address:
BMO Harris Bank N.A.
111 West Monroe St.
Chicago, IL
60603
Attn:
Asset Based Lending 20 East
Telecopy: (312) 765-1641
[Signature page to Credit Agreement]
EXHIBIT A
to
Credit Agreement
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Credit Agreement dated as of July 30, 2014, as amended
("Credit Agreement"), among WAUSAU PAPER CORP., a Wisconsin corporation ("Wausau
Paper"), WAUSAU TIMBERLAND COMPANY,