EXHIBIT 10.8
EXECUTION COPY
35% PLEDGE AGREEMENT
PLEDGE AGREEMENT dated as of November 10, 1998 (the "PLEDGE
AGREEMENT"), by UCAR GLOBAL ENTERPRISES INC., a Delaware corporation (the
"BORROWER"), UCAR CARBON COMPANY INC., a Delaware corporation, UCAR
HOLDINGS INC., a Delaware, corporation and UCAR HOLDINGS II INC., a
Delaware corporation UCAR Holdings III Inc., a Delaware corporation, UCAR
International Inc., a Delaware corporation (each a "PLEDGOR" and,
collectively, the "PLEDGORS"), in favor of THE CHASE MANHATTAN BANK, a New
York banking corporation, as collateral agent for the Secured Parties.
Reference is made to (i) the Credit Agreement dated as of October 19,
1995, as amended and restated as of March 19, 1997 and November 10, 1998
(as the same may be amended, supplemented or otherwise modified from time
to time, the "EXISTING CREDIT AGREEMENT"), among UCAR International Inc.,
a Delaware corporation ("UCAR"), the Borrower, the Subsidiary Borrowers
party thereto, the Lenders party thereto, the Fronting Banks party thereto
and The Chase Manhattan Bank, as administrative agent and collateral
agent, (ii) the Credit Agreement dated as of November 10, 1998, among
UCAR, the Borrower, UCAR S.A., the Lenders party thereto, The Chase
Manhattan Bank, as administrative agent and collateral agent, Credit
Suisse First Boston, as syndication agent, and Xxxxxx Guaranty Trust
Company of New York, as syndication agent (as the same may be amended,
supplemented or otherwise modified from time to time, the "TRANCHE C
FACILITY CREDIT AGREEMENT" and together with the Existing Credit
Agreement, the "US CREDIT AGREEMENTS") and (iii) the Local Credit Facility
Agreements (the Local Credit Facility Agreements and US Credit Agreements,
the "CREDIT AGREEMENTS"). Capitalized terms used herein but not otherwise
defined have the meaning assigned to them in Article I of the Credit
Agreements.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreements, the Lenders have
severally agreed to make Loans and the Fronting Banks have agreed to issue
Letters of Credit, upon the terms and subject to the conditions set forth
therein;
WHEREAS, the Pledgors are the legal and beneficial owners of the
shares of Pledged Stock issued by the Issuers;
WHEREAS, it is a condition precedent to the obligations of the
Lenders to make the Loans and the Fronting Banks to issue the Letters of Credit
that the U.S. Subsidiaries guarantee payment and performance of the Credit
Parties' obligations under the Credit Agreements and the other Loan Documents,
that the Borrower guarantee payment and performance of the other Credit Parties'
obligations under the Credit Agreements and the other Loan Documents and that
UCAR guarantee payment and performance of the
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Borrower's obligations, including its obligations as a guarantor, under the
Credit Agreements and the other Loan Documents;
WHEREAS, in satisfaction of such condition, the Pledgors have
entered into certain Guarantee Agreements for the benefit of the Secured
Parties; and
WHEREAS, it is a further condition precedent to the obligations of
the Lenders to make the Loans and the Fronting Banks to issue the Letters of
Credit that the Pledgors shall have executed and delivered this Pledge Agreement
to the Collateral Agent for the ratable benefit of the Secured Parties, to
secure payment and performance of the Foreign Subsidiaries' respective
obligations under the Credit Agreements, the Guarantee Agreements and the other
Loan Documents to which they are party.
NOW, THEREFORE, in consideration of the premises and to induce the
Secured Parties to enter into the Credit Agreements and to induce the Lenders to
make their respective Loans and the Fronting Banks to issue their respective
Letters of Credit, each of the Pledgors hereby agrees with the Collateral Agent,
for the ratable benefit of the Secured Parties, as follows:
1. DEFINED TERMS. (a) Unless otherwise defined herein, terms defined
in the Credit Agreements and used herein shall have the meanings given in the
U.S. Credit Agreements.
(b) The following terms shall have the following meanings:
"AGREEMENT": this Pledge Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.
"CODE": the Uniform Commercial Code from time to time in
effect in the State of New York.
"COLLATERAL": the Pledged Stock, and all Proceeds
thereof.
"COLLATERAL ACCOUNT": any account established to hold
money Proceeds, maintained under the sole dominion and control of
and on terms and conditions reasonably satisfactory to the
Collateral Agent, subject to withdrawal by the Collateral Agent for
the account of the Secured Parties and the Pledgors, as provided in
Section 8(a) and Section 15.
"FOREIGN SUBSIDIARY": any Subsidiary incorporated or
otherwise organized outside the United States of America.
"INDEMNITEE": the Secured Parties and their respective
officers, directors, trustees, affiliates and controlling persons.
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"ISSUERS": the collective reference to the companies
identified on SCHEDULE I attached hereto as the issuers of the
Pledged Stock; each, individually, an "ISSUER."
"OBLIGATIONS": with respect to each Foreign Subsidiary,
the collective reference to its obligations as obligor or guarantor
in respect of (i) the unpaid principal of and premium, if any, and
interest (including interest accruing at the then applicable rate
provided in the Existing Credit Agreement after the maturity of the
Loans thereunder and interest accruing at the then applicable rate
provided in the Existing Credit Agreement after the filing of any
petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to any Credit Party
thereunder whether or not a claim for post- filing or post-petition
interest is allowed in such proceeding) on the Loans made under the
Existing Credit Agreement, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or
otherwise, (ii) the unpaid principal of and premium, if any, and
interest (including interest accruing at the then applicable rate
provided in the Tranche C Facility Credit Agreement after the
maturity of the Loans thereunder and interest accruing at the
applicable rate provided in the Tranche C Facility Credit Agreement
after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to
any Credit Party thereunder whether or not a claim for post- filing
or post-petition interest is allowed in such proceeding) on the
Loans made under the Tranche C Facility Credit Agreement, when and
as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise, (iii) each payment required to be
made by any Credit Party under the Existing Credit Agreement, when
and as due, including payments in respect of reimbursements of L/C
Disbursements, interest thereon and obligations to provide cash
collateral, (iv) each payment required to be made by any Credit
Party under the Tranche C Facility Credit Agreement, when and as
due, and (v) all other obligations and liabilities of every nature
of the Credit Parties under the Credit Agreements from time to time
owed to the Secured Parties or any of them, whether direct or
indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred (including monetary obligations
incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), which may arise under, out
of, or in connection with, the Existing Credit Agreement, the
Tranche C Facility Credit Agreement, any Guarantee Agreement, any
Security Document or any other Loan Document (including a Local
Facility Loan Document) and any obligation of the Borrower or any
Credit Party under the Credit Agreements to any Lender under the
Credit Agreement pursuant to an Interest/Exchange Rate Protection
Agreement or under any other document made, delivered or given in
connection with any of the foregoing, in each case whether on
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account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including all fees and
disbursements of counsel to the Collateral Agent or to the Secured
Parties that are required to be paid by the Borrower or any Credit
Party pursuant to the terms of the Existing Credit Agreement, the
Tranche C Facility Credit Agreement, any Guarantee Agreement, any
Security Document, any other Loan Document or any Interest/Exchange
Rate Protection Agreement with a Lender. For the avoidance of doubt,
Obligations as used in this Agreement shall never include an
obligation of UCAR, the Borrower or a U.S. Subsidiary.
"PLEDGED STOCK": the shares of Capital Stock listed on
SCHEDULE I hereto, together with all the stock certificates, options
or rights of any nature whatsoever that may be issued or granted by
any Issuer to any Pledgor while this Agreement is in effect that are
required to be pledged under Section 5 below.
"PROCEEDS": all "proceeds" (as such term is defined in
Section 9-306(1) of the Uniform Commercial Code in effect in the
State of New York on the date hereof) of the Pledged Stock and, in
any event, shall include all dividends or other income from the
Pledged Stock, collections thereon or distributions with respect
thereto.
"SECURED PARTIES": (a) the lenders under the Local
Facility Credit Agreements, (b) the Lenders of Swiss Term Loans
under the Tranche C Facility Credit Agreement, (c) the Lenders
holding obligations of the foreign Credit Parties under the Existing
Credit Agreement (including, in the form of Revolving Loans or
Letter of Credit Exposure), (d) the Fronting Banks that have issued
Letters of Credit for the account of a foreign Credit Party under
the Existing Credit Agreement, (e) the respective Administrative
Agent under each Credit Agreement and (f) the Collateral Agent.
"SECURITIES ACT": the Securities Act of 1933, as
amended.
"US SUBSIDIARY": any Subsidiary that is incorporated or
otherwise organized in the United States of America.
(c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section
references are to this Agreement unless otherwise specified. The words
"include", "includes" and "including" shall be deemed to be followed by the
phrase "without limitation".
(d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
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2. PLEDGE; GRANT OF SECURITY INTEREST. Each Pledgor hereby pledges
and delivers to the Collateral Agent, for the ratable benefit of the Secured
Parties, all the Pledged Stock owned by such Pledgor and hereby grants to the
Collateral Agent, for the ratable benefit of the Secured Parties, a first
priority security interest in all the Collateral owned by such Pledgor from time
to time, as collateral security for the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration, upon one
or more dates of prepayment or otherwise) of the Obligations. Each Pledgor will
cause any shares of Capital Stock of any Subsidiary required to be pledged
hereunder to be evidenced by duly executed certificates that are pledged and
delivered to the Collateral Agent pursuant to the terms hereof.
3. STOCK POWERS. Concurrently with the delivery to the Collateral
Agent of each certificate representing one or more shares of Pledged Stock to
the Collateral Agent, the applicable Pledgor shall deliver an undated stock
power covering such certificate, duly executed in blank by such Pledgor with, if
the Collateral Agent so requests, signature guaranteed.
4. REPRESENTATIONS AND WARRANTIES. Each Pledgor represents and
warrants, as to itself and the Pledged Stock and Collateral pledged by it
hereunder, that:
(a) The shares of Pledged Stock constitute the portion of the issued
and outstanding shares of all classes of the Capital Stock of the
applicable Issuer set forth on Schedule I.
(b) All the shares of the Pledged Stock have been duly and validly
issued and are fully paid and nonassessable.
(c) Subject to Section 21(b), each Pledgor is the legal, record and
beneficial owner of the Pledged Stock, free of any and all Liens or
options in favor of, or claims of, any other person, except the security
interest created by this Agreement.
(d) All Capital Stock or other ownership interests in the
Subsidiaries will at all times constitute certificated securities for
purposes of Articles 8 and 9 of the Uniform Commercial Code as in effect
in the State of New York or its equivalent in other jurisdictions.
(e) This Agreement is effective to create in favor of the Collateral
Agent, for the ratable benefit of the Secured Parties, a legal, valid and
enforceable security interest in the Collateral and, when the Pledged
Stock is delivered to the Collateral Agent (or, as applicable in the case
of Capital Stock of foreign Subsidiaries, the requisite filings or
registrations are made), this Agreement will constitute a duly perfected
first priority Lien on, and security interest in, all right, title and
interest of the Pledgors thereunder in such Pledged Stock, in each case
prior and superior in
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rights to any other person, subject to the agreements listed in
Schedule 3.08.
5. COVENANTS. Each Pledgor, as to itself and the Collateral pledged
by it hereunder, covenants and agrees with the Secured Parties that, from and
after the date of this Agreement until this Agreement is terminated and the
security interest created hereby is released, subject to Section 21(b):
(a) If such Pledgor shall, as a result of its ownership of Pledged
Stock, become entitled to receive or shall receive any stock certificate
(including any certificate representing a stock dividend or a distribution
in connection with any reclassification, increase or reduction of capital
or any certificate issued in connection with any reorganization), option
or rights, whether in addition to, in substitution of, as a conversion of,
or in exchange for any shares of the Pledged Stock, or otherwise in
respect thereof, such Pledgor shall accept the same as the agent of the
Secured Parties, hold the same in trust for the Secured Parties and
deliver the same forthwith to the Collateral Agent in the exact form
received, duly indorsed by such Pledgor to the Collateral Agent, if
required, together with an undated stock power covering such certificate
duly executed in blank by such Pledgor and with, if the Collateral Agent,
so requests, signature guaranteed, to be held by the Collateral Agent,
subject to the terms hereof, as additional collateral security for the
Obligations; PROVIDED that the applicable Pledgor shall pledge only such
portion of such Capital Stock that it is not required to pledge pursuant
to the Domestic Pledge Agreement. Without prejudice to the terms and
conditions of the Credit Agreements, any sums paid upon or in respect of
the Pledged Stock upon the liquidation or dissolution (other than any
liquidation or dissolution permitted by Section 5.01(a) of the US Credit
Agreements) of any Issuer shall be subject to Section 2.12(d) of the US
Credit Agreements, or upon and during the continuance of an Event of
Default shall upon the written request of the Collateral Agent be paid
over to the Collateral Agent to be held and applied by it hereunder as
provided in Section 8(a) and Section 15, and in case any distribution of
capital shall be made on or in respect of the Pledged Stock or any
property shall be distributed upon or with respect to the Pledged Stock
pursuant to the recapitalization or reclassification of capital of any
Issuer or pursuant to the reorganization thereof, the property so
distributed shall be subject to Section 2.12(d) of the US Credit
Agreements or, upon and during continuance of an Event of Default upon the
written request of the Collateral Agent, be delivered to the Collateral
Agent to be held and applied by it hereunder as provided in Section 8(a)
and Section 15. If any sums of money or property so paid or distributed in
respect of the Pledged Stock shall be received by such Pledgor, such
Pledgor shall apply such amount in accordance with Section 2.12(d) of the
US Credit Agreements, or upon and during the continuance of an Event of
Default, shall, upon the written request of the Collateral Agent, until
such money or property is paid or
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delivered to the Collateral Agent, hold such money or property in trust
for the Secured Parties, segregated from other funds of such Pledgor, for
application in accordance with Section 8(a) and Section 15.
(b) Without the prior written consent of the Collateral Agent, such
Pledgor will not (i) vote to enable, or take any other action to permit,
any Issuer to issue any stock or other equity securities of any nature or
to issue any other securities convertible into or granting the right to
purchase or exchange for any stock or other equity securities of any
nature of any Issuer, except to the extent the same are permitted to be
issued under the US Credit Agreements, (ii) sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to,
the Collateral owned by it, except as not prohibited under the terms of
the Credit Agreements, (iii) create, incur or permit to exist any Lien or
option in favor of, or any claim of any person with respect to, any of
such Collateral, or any interest therein, except as not prohibited under
the terms of the Credit Agreements and for the security interest created
by this Agreement or (iv) enter into any agreement or undertaking
restricting the right or ability of such Pledgor or the Collateral Agent
to sell, assign or transfer any of such Collateral, except as not
prohibited under the terms of the Credit Agreements.
(c) Such Pledgor shall maintain the security interest created by it
under this Agreement as a first priority, perfected security interest and
shall defend such security interest against claims and demands of all
persons whomsoever. At any time and from time to time, upon the written
request of the Collateral Agent, and at the sole expense of such Pledgor,
such Pledgor shall promptly and duly execute and deliver such further
instruments and documents and take such further actions as the Collateral
Agent may reasonably request for the purposes of obtaining or preserving
the full benefits of this Agreement and of the rights and powers herein
granted. If any amount payable under or in connection with any of the
Collateral owned by such Pledgor shall be or become evidenced by any
promissory note, other instrument or chattel paper, such note, instrument
or chattel paper shall, if so requested by the Collateral Agent, be
immediately delivered to the Collateral Agent duly endorsed in a manner
reasonably satisfactory to the Collateral Agent, to be held as Collateral
pursuant to this Agreement, provided that the use of the Proceeds of such
Collateral shall nonetheless be governed by Sections 6 and 7.
(d) If such Pledgor shall at any time own or acquire any shares of
Capital Stock of a Subsidiary that was not in existence or not a
Subsidiary on the date hereof (a "NEW SUBSIDIARY") and such Capital Stock
is not required to be pledged pursuant to the Domestic Pledge Agreement,
such Pledgor shall (i) immediately deliver such shares of Capital Stock,
and all stock certificates evidencing the same, to the Collateral Agent to
be held as collateral hereunder,
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(ii) promptly deliver a supplement to this Pledge Agreement, substantially
in the form of Exhibit A-1 to this Agreement (each, a "PLEDGE AGREEMENT
SUPPLEMENT") adding such shares of Capital Stock to Schedule I hereto and
(iii) promptly cause such New Subsidiary to execute and deliver an
Acknowledgment and Consent substantially in the form appended to Annex I
to the Pledge Agreement Supplement. The execution and delivery of any such
instrument shall not require the consent of any Pledgor hereunder. The
rights and obligations of each Pledgor hereunder shall remain in full
force and effect notwithstanding the addition of any new Pledgor as a
party to this Agreement.
6. CASH DIVIDENDS; VOTING RIGHTS; PROCEEDS. (a) Unless an Event of
Default shall have occurred and be continuing and the Collateral Agent shall
have given notice to the Pledgors of the Collateral Agent's intent to exercise
its corresponding rights pursuant to Section 7 below, the Pledgors shall be
permitted to receive, retain and use all cash dividends paid in accordance with
the terms and conditions of the US Credit Agreements in respect of the Pledged
Stock and to exercise all voting and corporate rights with respect to the
Pledged Stock, PROVIDED, HOWEVER, that no vote shall be cast or corporate right
exercised or other action taken (regardless of whether an Event of Default has
occurred and is continuing) which would materially and adversely affect the
rights of the Collateral Agent or the Secured Parties or their ability to
exercise same or result in any violation of any provision of the Credit
Agreements, this Agreement or any other Loan Document.
(b) Unless an Event of Default shall have occurred and be continuing
and the Collateral Agent shall have given notice to the Pledgors of the
Collateral Agent's intent to exercise its corresponding rights pursuant to
Section 7 below, the Pledgors shall be permitted to receive, retain and use all
other Proceeds (in addition to cash dividends as provided under Section 6(a)
above) from the Collateral.
7. RIGHTS OF THE SECURED PARTIES AND THE COLLATERAL AGENT. If an
Event of Default shall occur and be continuing and the Collateral Agent shall
give notice of its intent to exercise such rights to the Pledgors, (i) the
Collateral Agent shall have the right to receive any and all Proceeds paid in
respect of the Pledged Stock and any and all Proceeds of Proceeds and make
application thereof to the Obligations in the manner provided in Section 8(a)
and Section 15 and (ii) all shares of the Pledged Stock shall be registered in
the name of the Collateral Agent or its nominee, and the Collateral Agent or its
nominee may thereafter exercise (1) all voting, corporate and other rights
pertaining to such shares of the Pledged Stock at any meeting of shareholders of
any Issuer or otherwise and (2) any and all rights of, conversion, exchange,
subscription and any other rights, privileges or options pertaining to such
shares of the Pledged Stock as if it were the absolute owner thereof (including
the right to exchange at its discretion any and all the Pledged Stock upon the
merger, consolidation, reorganization, recapitalization or other fundamental
change in the corporate structure of any
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Issuer, or upon the exercise by a Pledgor or the Collateral Agent of any right,
privilege or option pertaining to such shares of the Pledged Stock and in
connection therewith, the right to deposit and deliver any and all the Pledged
Stock with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as the Collateral Agent may
reasonably determine), all without liability except to account for property
actually received by it, but the Collateral Agent shall have no duty to any
Pledgor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing. All Proceeds that are
received by any Pledgor contrary to the provisions of this Section 7 shall be
received in trust for the benefit of the Collateral Agent, shall be segregated
from other property or funds of such Pledgor and shall be forthwith delivered to
the Collateral Agent in the same form as so received (with any necessary
endorsement). Any and all money and other property paid over to or received by
the Collateral Agent pursuant to the provisions of this Section 7 shall be
retained by the Collateral Agent in a Collateral Account to be established by
the Collateral Agent upon receipt of such money or other property and shall be
applied in accordance with the provisions of Section 8(a) and Section 15. After
all Events of Default under the Credit Agreements have been cured or waived, the
Collateral Agent shall, within five Business Days after all such Events of
Default have been cured or waived, repay to each Pledgor all cash dividends,
interest or principal that such Pledgor would otherwise be permitted to retain
pursuant to the terms of Section 6 above, but only to the extent such Proceeds
remain in such Collateral Account.
8. REMEDIES. (a) If an Event of Default shall have occurred and be
continuing the Collateral Agent shall apply all or any part of the Proceeds held
in any Collateral Account in accordance with Section 15.
(b) If an Event of Default shall have occurred and be continuing,
the Collateral Agent, on behalf of the Secured Parties, may exercise, in
addition to all other rights and remedies granted in this Agreement and in any
other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the Code. Without
limiting the generality of the foregoing, the Collateral Agent, without demand
of performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice, required by law referred to below) to or upon the
Pledgors or any other person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, assign, give option or options to
purchase or otherwise dispose of and deliver the Collateral or any part thereof
(or contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange, broker's
board or office of the Collateral Agent or any Secured Party or elsewhere upon
such terms and conditions as it may reasonably deem advisable and at such prices
as it may reasonably deem best, for cash or on credit or for future delivery
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without assumption of any risk. The Collateral Agent or any Secured Party shall
have the right upon any such public sale or sales, and, to the extent permitted
by law, upon any such private sale or sales, to purchase the whole or any part
of the Collateral so sold, free of (to the extent permitted by law) any right or
equity of redemption in a Pledgor which right or equity is, to the extent
permitted by law, hereby waived or released. The Collateral Agent shall apply
any Proceeds from time to time held by it and the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses incurred in respect thereof or
incidental to the care or safekeeping of any of the Collateral or reasonably
relating to the Collateral or the any or the rights of the Collateral Agent and
the Secured Parties hereunder, including reasonable attorney's fees and
disbursements of counsel to the Collateral Agent, to the payment in whole or in
part of the Obligations, in the order set forth in Section 15. If any notice of
a proposed sale or other disposition of Collateral shall be required by law,
such notice shall be in writing and deemed reasonable and proper if given at
least 10 days before such sale or other disposition. The Pledgors shall remain
liable for any deficiency if the proceeds of any sale or other disposition of
Collateral are insufficient to pay in the case of each Pledgor, its Obligations
and the reasonable fees and disbursements of any attorneys employed by the
Collateral Agent or any Secured Party to collect such deficiency in its
Obligations.
9. REGISTRATION RIGHTS; PRIVATE SALES. (a) If the Collateral Agent
shall determine to exercise its right to sell any or all of the Pledged Stock
pursuant to Section 8 hereof, and if in the opinion of the Collateral Agent it
is necessary or advisable to have the Pledged Stock, or that portion thereof to
be sold, registered under the provisions of the Securities Act, the Pledgor who
owns such Pledged Stock will cause the Issuer thereof to (i) execute and
deliver, and cause the directors and officers of such Issuer to execute and
deliver, all such instruments and documents, and do or cause to be done all such
other acts as may be, in the reasonable opinion of the Collateral Agent,
necessary or advisable to register the Pledged Stock, or that portion thereof to
be sold, under the provisions of the Securities Act, (ii) use its best efforts
to cause the registration statement relating thereto to become effective and to
remain effective for a period expiring on the earlier of (A) one year from the
date of the first public offering of the Pledged Stock and (B) such time that
all of the Pledged Stock, or that portion thereof to be sold, is sold and (iii)
to make all amendments thereto and/or to the related prospectus which, in the
reasonable opinion of the Collateral Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto. The
Pledgor who owns such Pledged Stock agrees to cause such Issuer to comply with
the provisions of the securities or "Blue Sky" laws of any and all jurisdictions
which the Collateral Agent shall reasonably designate and to make available to
its security holders, as soon as practicable, an earnings statement (which need
not be audited) which will satisfy the provisions of Section 11(a) of the
Securities Act. Each Pledgor jointly and
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severally agrees to (x) indemnify, defend and hold harmless Collateral Agent and
the other Indemnitees from and against all losses, liabilities, expenses, costs
(including the reasonable fees and expenses of legal counsel to the Collateral
Agent) and claims (including the costs of investigation) that they may incur
insofar as any such loss, liability, expense, cost or claim arises out of or is
based upon any alleged untrue statement of a material fact contained in any
prospectus, offering circular or similar document (or any amendment or
supplement thereto), or arises out of or is based upon any alleged omission to
state a material fact required to be stated therein or necessary to make the
statements in any writing thereof not misleading, except insofar as the same may
have been caused by any untrue statement or omission based upon information
furnished in writing to any Pledgor or the Issuer of such Pledged Stock by the
Collateral Agent or any other Secured Party expressly for use therein, and (y)
enter into an indemnification agreement with any underwriter of or placement
agent for any Pledged Stock, on its standard form, to substantially the same
effect. The Pledgors will jointly and severally bear all costs and expenses of
carrying out their obligations under this Section 9.
(b) The Pledgors recognize that the Collateral Agent may be unable
to effect a public sale of any or all the Pledged Stock, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. Each
Pledgor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Collateral
Agent shall be under no obligation to delay a sale of any of the Pledged Stock
for the period of time necessary to permit the Issuer thereof to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree do so.
(c) Each Pledgor further agrees to use its best efforts to do or
cause to be done all such other acts as may be reasonably necessary to make such
sale or sales of all or any portion of the Pledged Stock owned by it pursuant to
this Section valid and binding and in compliance with any and all other
applicable requirements of the laws of any jurisdiction. Each Pledgor further
agrees that a breach of any of the covenants contained in this Section will
cause irreparable injury to the Collateral Agent and the Secured Parties, that
the Collateral Agent and the Secured Parties have no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant
contained in the Section shall be specifically enforceable against such Pledgor.
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10. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO ISSUER. Each
Pledgor hereby authorizes and instructs each Issuer that has issued Pledged
Stock pledged by such Pledgor pursuant to Section 2 hereof to comply with any
instruction received by it from the Collateral Agent in writing that (a) states
that an Event of Default has occurred and (b) is otherwise in accordance with
the terms of this Agreement, without any other or further instructions from such
Pledgor, and agrees that each such Issuer shall be fully protected in so
complying.
11. COLLATERAL AGENT'S APPOINTMENT AS ATTORNEY-IN- FACT. (a) Each
Pledgor hereby irrevocably constitutes, and appoints the Collateral Agent and
any officer or agent of the Collateral Agent, with full irrevocable power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of such Pledgor and in the name of
such Pledgor or in the Collateral Agent's own name, from time to time in the
Collateral Agent's discretion upon and during the continuance of an Event of
Default, for the purpose of carrying out the terms of this Agreement, to take
any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Agreement, including without limitation, any financing statements,
endorsements, assignments or other instruments of transfer.
(b) Each Pledgor hereby ratifies all that said attorneys shall
lawfully do or cause to be done pursuant to the power of attorney granted in
Section 11(a). All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and are irrevocable until this Agreement
is terminated and the security interests created hereby are released.
12. DUTY OF COLLATERAL AGENT. The Collateral Agent's sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral
in its possession, under Section 9- 207 of the Code or otherwise, shall be to
deal with it in the same manner as the Collateral Agent deals with similar
securities and property for its own account, PROVIDED that investments shall be
made at the option and sole discretion of the Collateral Agent, and PROVIDED
FURTHER that the Collateral Agent shall use reasonable efforts to make such
investments. Neither the Collateral Agent, any Secured Party nor any of their
respective directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of the Pledgors or any other person or to take any
other action whatsoever with regard to the Collateral or any part thereof.
13. EXECUTION OF FINANCING STATEMENTS. Pursuant to Section 9-402 of
the Code, each Pledgor authorizes the Collateral Agent to file financing
statements with respect to the Collateral owned by it without the signature of
such Pledgor in such form and in such filing offices as the Collateral Agent
reasonably determines appropriate to perfect the security interests of the
13
Collateral Agent under this Agreement. A carbon, photographic or other
reproduction of this Agreement shall be sufficient as a financing statement for
filing in any jurisdiction.
14. AUTHORITY OF COLLATERAL AGENT. Each Pledgor acknowledges that
the rights and responsibilities of the Collateral Agent under this Agreement
with respect to any action taken by the Collateral Agent or the exercise or
non-exercise by the Collateral Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out this Agreement shall, as between the Collateral Agent and the Secured
Parties, be governed by the Credit Agreements and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Collateral Agent and such Pledgor, the Collateral Agent shall be conclusively
presumed to be acting as agent for the Secured Parties with full and valid
authority so to act or refrain from acting.
15. APPLICATION OF PROCEEDS. The proceeds of any sale of Collateral
pursuant to Section 8(b), as well as any Collateral consisting of cash under
Section 8(a), shall be applied by the Collateral Agent as follows:
FIRST, to the payment of the reasonable costs and expenses of the
Collateral Agent as set forth in Section 8(b);
SECOND, to the payment of all amounts of the Obligations owed to the
Secured Parties, pro rata as among the Secured Parties in accordance with
the amount of such Obligations owed them; and
THIRD, after payment in full of all Obligations, to the applicable
Pledgor, or the successors or assigns thereof, or to whomsoever may be
lawfully entitled to receive the same or as a court of competent
jurisdiction may direct, any Collateral then remaining.
The Collateral Agent shall have absolute discretion as to the time
of application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of the Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof.
16. SECURITY INTEREST ABSOLUTE. All rights of the Collateral Agent
hereunder, the security interests granted hereunder and all obligations of the
Pledgors hereunder shall be absolute and unconditional.
14
17. SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by any Pledgor herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Secured Parties and shall survive the making by the
Lenders of the Loans, the execution and delivery to the Lenders of the Loan
Documents and the issuance by the Fronting Banks of the Letters of Credit,
regardless of any investigation made by the Secured Parties, or on their behalf,
and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or L/C Disbursement, or any Fee or any other amount
payable under or in respect of this Agreement or any other Loan Document is
outstanding and unpaid and so long as the Commitments have not been terminated.
18. COLLATERAL AGENT'S LIABILITIES AND EXPENSES; INDEMNIFICATION.
(a) Notwithstanding anything to the contrary provided herein, the Collateral
Agent assumes no liabilities with respect to any claims regarding each Pledgor's
ownership (or purported ownership) of, or rights or obligations (or purported
rights or obligations) arising from, the Collateral or any use (or actual or
alleged misuse) whether arising out of any past, current or future event,
circumstance, act or omission or otherwise, or any claim, suit, loss, damage,
expense or liability of any kind or nature arising out of or in connection with
the Collateral. All of such liabilities shall, as between the Collateral Agent
and the Pledgors, be borne exclusively by the Pledgors.
(b) Each Pledgor hereby agrees to pay all reasonable expenses of the
Collateral Agent and to indemnify the Collateral Agent with respect to any and
all losses, claims, damages, liabilities and related expenses in respect of this
Agreement or the Collateral in each case to the extent the Borrower is required
to do so pursuant to Section 9.05 of the US Credit Agreements.
(c) Any amounts payable by a Pledgor as provided hereunder shall be
additional Obligations of it secured hereby and by its other Security Documents.
Without prejudice to the survival of any other agreements contained herein, all
indemnification and reimbursement obligations contained herein shall survive the
payment in full of the principal and interest under the Credit Agreements, the
expiration of the Letters of Credit and the termination of the Commitments or
this Agreement.
19. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.
15
20. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) Each Pledgor
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or Federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the other Loan Documents, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any Loan Party or any
Secured Party may otherwise have to bring any action or proceeding relating to
this Agreement or the other Loan Documents against any Pledgor or any Secured
Party or its properties in the courts of any jurisdiction.
(b) Each Pledgor and each Secured Party hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.
(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 22 hereof. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.
21. TERMINATION AND RELEASE. (a) This Agreement and the security
interest created hereunder shall terminate when all the Obligations have been
fully and indefeasibly paid and when the Secured Parties have no further
Commitments and no Letters of Credit are outstanding, at which time the
Collateral Agent shall reassign and deliver to each Pledgor, or to such person
or persons as each Pledgor shall reasonably designate, against receipt, such of
the Collateral owned by such Pledgor as shall have not been sold or otherwise
applied by the Collateral Agent pursuant to the terms hereof and shall still be
held by it hereunder, together with appropriate instructions of reassignment and
release. Any such reassignment shall be without recourse to or any warranty by
the Collateral Agent and at the expense of such Pledgor.
(b) All Collateral sold, transferred or otherwise disposed of, in
accordance with the terms of the Credit Agreements (including pursuant to a
waiver or amendment of the terms thereof), shall be sold, transferred or
otherwise disposed of free and clear of the Lien and the security interest
created hereunder. In connection with the foregoing, (i) the Collateral Agent
shall
16
execute and deliver to each Pledgor with respect to the Collateral owned by such
Pledgor, or to such person or persons as such Pledgor shall reasonably
designate, against receipt, such Collateral sold, transferred or otherwise
disposed together with appropriate instructions of reassignment and release,
(ii) any representation, warranty or covenant contained herein relating to the
Collateral shall no longer be deemed to be made with respect to such sold,
transferred or otherwise disposed Collateral and (iii) all schedules hereto
shall be amended to delete the name of the Issuer. Any such reassignment shall
be without recourse or to any warranty by the Collateral Agent and at the
expense of such Pledgor.
22. NOTICES. All notices, requests and demands to or upon the
Secured Parties or the Pledgors under this Agreement shall be given or made in
accordance with Section 9.01 of the US Credit Agreements and addressed as
follows:
(a) if to any Secured Party, UCAR, or any Credit Party,
at its address for notices provided in Section 9.01 of US the Credit
Agreements;
(b) if to any Subsidiary that is not a Credit Party, at
its address set forth under its signature below.
23. SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition of enforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions, the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
24. AMENDMENTS IN WRITING; NO WAIVER; CUMULATIVE REMEDIES. (a) None
of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgors and the Collateral Agent, PROVIDED that any provision of this
Agreement may be waived by the Required Secured Parties pursuant to a letter or
agreement executed by the Collateral Agent or by telecopy transmission from the
Collateral Agent.
(b) Neither the Collateral Agent nor any Secured Party shall by any
act (except by a written instrument pursuant in Section 24(a) hereof) or delay
be deemed to have waived any right or remedy hereunder or to have acquiesced in
any Default or Event of Default or in any breach of any of the terms and
conditions hereof. No failure to exercise, nor any delay in exercising, on the
part of any Secured Party, any right, power or privilege hereunder shall operate
as a waiver thereof. No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise of any other
right, power or privilege. A waiver by any Secured Party of any right or remedy
17
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which such Secured Party would otherwise have on any future occasion.
(c) The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.
25. SECTION HEADINGS. The section headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.
26. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
successors and assigns of the Pledgors and shall inure to the benefit of the
Pledgors, the Collateral Agent and the Secured Parties and their successors and
assigns, PROVIDED that this Agreement may not be assigned by the Pledgors
without the prior written consent of the Collateral Agent and the Secured
Parties.
27. COUNTERPARTS. This Agreement may be executed in two or more
original counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract.
28. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
18
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed and delivered as of the date first above written.
UCAR GLOBAL ENTERPRISES INC.
by /s/ Xxxxxxx X. XxXxxxxxxx
------------------------------------------
Name: Xxxxxxx X. XxXxxxxxxx
Title: Controller
UCAR CARBON COMPANY INC.
by /s/ Xxxxxxx X. XxXxxxxxxx
------------------------------------------
Name: Xxxxxxx X. XxXxxxxxxx
Title: Controller
UCAR HOLDINGS INC.
by /s/ Xxxxxxx X. XxXxxxxxxx
------------------------------------------
Name: Xxxxxxx X. XxXxxxxxxx
Title: Controller
UCAR HOLDINGS II INC.
by /s/ Xxxxxxx X. XxXxxxxxxx
------------------------------------------
Name: Xxxxxxx X. XxXxxxxxxx
Title: Controller
19
UCAR HOLDINGS III INC.
by /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
UCAR INTERNATIONAL INC.
by /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
SCHEDULE I
PLEDGED STOCK
PERCENTAGE
PLEDGOR ISSUER PLEDGED STOCK PLEDGED
UCAR Global UCAR Carbon S.A. No Certificates 30.26%
Enterprises Inc.
UCAR S.A. 61,247 Shares, 34.9%
Certificate No. 4
UCAR Holdings S.A. No Certificates .1%
UCAR Carbon Unicarbon Comercial No Certificates 34.9%
Company Inc. Ltda.
UCAR Limited 5,249,999 shares 34.9%
Certificate No.9
UCAR Foreign Sales 35 shares 35%
Corporation
EMSA (Pty.) Ltd. 2,187,500 shares 35%
Certificate No. 37
Carbographite Limited 1,394 shares 34.8%
Certificate No. 43
UCAR Holdings S.A. No Certificates *
UCAR Electrodos S.L. No Certificates .1%
UCAR S.p.A. No Certificates .1%
UCAR Mexicana S.A. de 1 Share .1%
C.V. Certificate No. 02
UCAR Holdings Inc. UCAR Mexicana S.A. de 145,291,474 Shares 34.9%
C.V. Certificates No.
03, 04, 07, and 08
UCAR S.p.A. No Certificates 34.9%
UCAR Holdings II UCAR Inc. 350 shares 35%
Inc. Certificate No. 4
UCAR Electrodos S.L. No Certificates 34.9%
UCAR Holdings S.A. No Certificates 34.9%
UCAR Holdings III UCAR Holdings S.A. No Certificates *
Inc.
UCAR International UCAR Holdings S.A. No Certificates *
Inc.
===================== ========================= ==================== ===========
* less than .1%
EXHIBIT A-1 TO
PLEDGE AGREEMENT
[FORM OF]
PLEDGE AGREEMENT SUPPLEMENT
PLEDGE AGREEMENT SUPPLEMENT, dated as of [ ] (this
"SUPPLEMENT"), made by , a [ ] corporation (the "PLEDGOR"), in
favor of THE CHASE MANHATTAN BANK, a New York banking
corporation, as collateral agent for the Secured Parties.
Reference is made to (i) the Credit Agreement dated as of
October 19, 1995, as amended and restated as of March 19, 1997
and November 10, 1998 (as the same may be amended,
supplemented or otherwise modified from time to time, the
"EXISTING CREDIT AGREEMENT"), among UCAR International Inc., a
Delaware corporation ("UCAR"), UCAR Global Enterprises Inc., a
Delaware corporation (the "BORROWER"), the Subsidiary
Borrowers party thereto, the Lenders party thereto, the
Fronting Banks party thereto and The Chase Manhattan Bank, as
administrative agent and collateral agent, (ii) the Credit
Agreement dated as of November 10, 1998, among UCAR, the
Borrower, UCAR S.A., the Lenders party thereto, The Chase
Manhattan Bank, as administrative agent and collateral agent,
Credit Suisse First Boston, as syndication agent, and Xxxxxx
Guaranty Trust Company of New York, as syndication agent (as
the same may be amended, supplemented or otherwise modified
from time to time, the "TRANCHE C FACILITY CREDIT AGREEMENT"
and together with the Existing Credit Agreement, the "US
CREDIT AGREEMENTS") and (iii) the Local Credit Facility
Agreements (the Local Credit Facility Agreements and US Credit
Agreements, the "CREDIT AGREEMENTS"). Capitalized terms used
herein but not otherwise defined have the meaning assigned to
them in Article I of the Credit Agreements.
1. Reference is hereby made to that certain Pledge Agreement, dated
as of November 10, 1998 (as amended, supplemented or otherwise modified as of
the date hereof, the "PLEDGE AGREEMENT"), made by UCAR, the Borrower and certain
U.S. Subsidiaries in favor of the Collateral Agent.
2. The Pledgor hereby confirms and reaffirms the security interest
in the Collateral granted to the Collateral Agent for the benefit of the Secured
Parties under the Pledge Agreement, and, as additional collateral security for
the prompt and complete payment when due (whether at stated maturity, by
acceleration or otherwise) of the Obligations and in order to induce the Secured
Parties to make Loans and extend Letters of Credit under the Credit Agreements
and the other Loan Documents, the Pledgor hereby delivers to the Collateral
Agent, for the benefit of the Secured Parties, all of the issued and outstanding
shares of Capital Stock of [INSERT NAME OF NEW SUBSIDIARY] (the "NEW ISSUER")
listed in SCHEDULE 1 hereto, together with all stock certificates, options, or
rights of any nature whatsoever which may be issued or granted by the New Issuer
in respect of such stock while the Pledge Agreement, as supplemented hereby, is
in force (the "ADDITIONAL PLEDGED STOCK"; as used in the Pledge Agreement as
supplemented by this Supplement, "PLEDGED STOCK" shall be deemed to include the
Additional Pledged Stock) and hereby grants to the Collateral Agent, for
2
the benefit of the Secured Parties, a first security interest in the Additional
Pledged Stock and all Proceeds thereof.
3. The Pledgor hereby represents and warrants that the
representations and warranties contained in Section 4 of the Pledge Agreement
are true and correct on the date of this Supplement with references therein to
the "PLEDGED STOCK" to include the Additional Pledged Stock, with references
therein to the "ISSUERS" to include the New Issuer, and with references to the
"PLEDGE AGREEMENT" to mean the Pledge Agreement as supplemented by this
Supplement.
4. This Supplement is supplemental to the Pledge Agreement, forms a
part thereof and is subject to the terms thereof and the Pledge Agreement is
hereby supplemented as provided herein. Without limiting the foregoing, SCHEDULE
I to the Pledge Agreement shall hereby be deemed to include each item listed on
SCHEDULE I to this Supplement and all references in the Pledge Agreement (other
than in Section 4 therein) to (a) "PLEDGED STOCK" shall be deemed to, and shall,
include the Additional Pledged Stock and (b) "ISSUERS" shall be deemed to, and
shall, include the New Issuer.
IN WITNESS WHEREOF, the Pledgor and the Collateral Agent have caused
this Supplement to be duly executed and delivered on the date first set forth
above.
[PLEDGOR]
by ____________________
Name:
Title:
THE CHASE MANHATTAN BANK, as Collateral Agent
by ____________________
Name:
Title:
SCHEDULE I
TO PLEDGE AGREEMENT SUPPLEMENT
PLEDGED STOCK
OWNERSHIP
PLEDGOR ISSUER PLEDGED STOCK INTEREST
================== ================== ================== ==================
Annex I TO
PLEDGE AGREEMENT SUPPLEMENT
ACKNOWLEDGMENT AND CONSENT
The undersigned hereby acknowledges receipt of a copy of the
foregoing Supplement and the Pledge Agreement referred to therein (the "PLEDGE
AGREEMENT"). The undersigned agrees for the benefit of the Secured Parties as
follows:
1. The undersigned will be bound by the terms of the Pledge
Agreement and will comply with such terms insofar as such terms are applicable
to the undersigned.
2. The undersigned will notify the Agent promptly in writing of the
occurrence of any of the events described in Section 5(a) of the Pledge
Agreement.
3. The terms of Section 9(c) of the Pledge Agreement shall apply to
it, MUTATIS MUTANDIS, with respect to all actions that may be required of it
under or pursuant to or arising out of Section 9 of the Pledge Agreement.
[NAME OF ISSUER]
By ___________________________
Name:
Title :
Address for Notices:
------------------------------
------------------------------
Telecopy: _______________
