Exhibit 10.4
PLEDGE AGREEMENT
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PLEDGE AGREEMENT, dated as of November 10, 2003 (as amended,
modified or supplemented from time to time, this "Pledge Agreement"), made by
and among GENTEK INC., a Delaware corporation ("GenTek"), the Domestic
Subsidiaries listed on the signature pages hereto as "Pledgors" (together with
GenTek, each a "Pledgor" and, collectively, the "Pledgors") and BANK OF AMERICA,
N.A., in its capacity as agent (in such capacity, together with any successor
agent, the "Agent") for the financial institutions (the "Lenders") from time to
time party to the Credit Agreement referred to below (the Lenders, together with
the Agent, are collectively referred to herein as the "Secured Parties").
WHEREAS, pursuant to that certain Credit Agreement dated as of
the date hereof (as from time to time amended, restated, supplemented or
otherwise modified, the "Credit Agreement") by and among the Pledgors, Noma
Company, the Lenders, the Agent, Bank of America, N.A., as syndication agent,
Fleet Capital Corporation, as documentation agent, and Banc of America
Securities LLC, as sole book runner and lead arranger, the Lenders have agreed
to make Revolving Loans and issue or cause the issuance of Letters of Credit on
behalf of the Borrowers;
WHEREAS, as a condition to the Lenders making Revolving Loans
or issuing or causing the issuance of any Letters of Credit and Credit Support
under the Credit Agreement, the Secured Parties have required the execution and
delivery of this Pledge Agreement by the Pledgors;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Pledge. As collateral security for the prompt and
complete payment, performance and observance of (a) all present and future
Obligations, whether at stated maturity, by acceleration or otherwise
(including, without limitation, all interest thereon, whether accruing prior or
subsequent to the commencement of a bankruptcy or similar proceeding involving
any Pledgor as a debtor and whether or not such interest is an allowed claim in
any such proceeding) and (b) all present and future obligations of each of the
Pledgors under each of the Loan Documents, whether at stated maturity, by
acceleration or otherwise (all of the foregoing being herein referred to as the
"Secured Obligations"), each Pledgor hereby assigns, transfers and pledges to
the Agent for the benefit of the Secured Parties, and grants to the Agent for
the benefit of the Secured Parties, a security interest in the collateral of
such Pledgor described in paragraph 2 below (collectively, the "Pledged
Collateral"); provided, that with respect to shares of the Canadian Borrower,
the applicable Pledgor shall be deemed to have pledged and granted a security
interest in such shares, but, except on written notice from the Agent, not to
have transferred or assigned such shares to the Agent.
2. Description of Pledged Collateral. (a) The Pledged
Collateral is described as follows and on any separate schedules at any time
furnished by one or more of the Pledgors to the Agent (which schedules are
hereby deemed part of this Pledge Agreement):
(i) all right, title and interest of each
Pledgor (whether now or in the future) in and to the shares of
capital stock or other equity interests owned by such Pledgor,
which shares or other equity interests are listed on Schedule
I annexed hereto next to such Pledgor's name (collectively,
the "Pledged Equity Interests");
(ii) all right, title and interest of each
Pledgor in and to all present and future payments, proceeds,
dividends, distributions, instruments, compensation, property,
assets, interests and rights in connection with or related to
the Pledged Equity Interests of such Pledgor, and all monies
due or to become due and payable to such Pledgor in connection
with or related to the Pledged Equity Interests of such
Pledgor or otherwise paid, issued or distributed from time to
time in respect of or in exchange therefor, and any
certificate, instrument or other document evidencing or
representing the same (including, without limitation, all
proceeds of dissolution or liquidation);
(iii) all instruments of indebtedness (whether now
existing or hereafter arising) by any of the issuers listed in
Schedule I hereto which name any Pledgor as payee thereunder
(collectively, the "Pledged Notes"); and
(iv) all proceeds of every kind and nature,
including proceeds of proceeds, of any and all of the
foregoing (including, without limitation, proceeds which
constitute property of the type described above) and to the
extent not otherwise included, all money and cash. The
inclusion of "proceeds" of the Pledged Collateral under the
security interest granted herein shall not be deemed a consent
by the Agent or any other Secured Party to any sale or other
disposition of any Pledged Collateral of such Pledgor
provided, that the "Pledged Collateral" of a Pledgor shall not
include, and no Pledgor shall be deemed to have granted a security interest in
any of such Pledgor's rights or interests (a) in any of the outstanding capital
stock or other equity interests of any of the entities identified on Schedule II
annexed hereto and made a part hereof (each entity identified on Schedule II and
each Foreign Subsidiary created after the date hereof in accordance with, and
subject to the express provisions of, Section 7.22 of the Credit Agreement,
shall be referred to herein as a "Specified Foreign Subsidiary" and,
collectively as the "Specified Foreign Subsidiaries"), in excess of 65% of the
issued and outstanding shares of voting stock or other voting equity interests
of each such Specified Foreign Subsidiary; provided that immediately upon the
amendment of the Code to allow the pledge of a greater percentage of the voting
stock or other voting equity interests in any such Specified Foreign Subsidiary
without adverse tax consequences, the Pledged Collateral shall include, and the
security interest granted by each Grantor shall attach to, such greater
percentage of capital stock of each such Specified Foreign Subsidiary; provided,
further, that the Pledgors shall use their commercially reasonable efforts to
obtain the necessary consents to the Pledge of 65% of the shares of PrettleNoma
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GmbH hereunder, and upon the receipt thereof, shall take all necessary steps to
pledge such shares hereunder (and upon such pledge, PrettleNoma GmbH shall be a
"Specified Foreign Subsidiary" hereunder) or (b) in any of the outstanding
capital stock or other equity interests of any of the entities identified on
Schedule III annexed hereto and made a part hereof (each a "Specified Domestic
Holding Company" and, collectively, the "Specified Domestic Holding Companies"),
in excess of 65% of the issued and outstanding shares of voting stock or other
voting equity interests of each such Specified Domestic Holding Company;
provided, that immediately upon any change in circumstances that would cause
such Specified Domestic Holding Company to no longer qualify as a Foreign
Subsidiary Holding Company (as defined below), the Collateral shall include, and
the security interest granted by each Grantor shall attach to, the remaining 35%
of the issued and outstanding shares of voting stock or other voting equity
interests of such Specified Domestic Holding Company. For purposes of this
Pledge Agreement, a "Foreign Subsidiary Holding Company" means any Domestic
Subsidiary that, for federal income tax purposes, is treated as the owner of no
assets in excess of $100,000 other than the stock or other equity interests of
one or more Specified Foreign Subsidiaries or other Foreign Subsidiary Holding
Company and intercompany loans made by it to its Foreign Subsidiaries. The
Pledgors and the Agent agree that nothing in the Credit Agreement, the U.S.
Security Agreement or this Pledge Agreement will result in the direct or
indirect pledge of (x) the assets of a "controlled foreign corporation" or (y)
more than 65% of the total combined voting power of all classes of stock
entitled to vote of a "controlled foreign corporation."
(b) The shares of stock, certificates, instruments or other
documents evidencing or representing the foregoing shall be collectively
referred to herein as the "Pledged Securities".
3. Delivery of Certificates, Instruments, Etc.; Pledgors
Remain Liable.
(a) Each Pledgor shall deliver to the Agent:
(i) all original shares of stock, certificates,
instruments from any single having a value in excess of
$500,000 and other documents evidencing or representing the
initial Pledged Collateral of such Pledgor concurrently with
the execution and delivery of this Pledge Agreement, and
(ii) the original shares of stock, certificates,
instruments or other documents evidencing or representing all
other Pledged Collateral of such Pledgor (except for such
Pledged Collateral which this Pledge Agreement specifically
permits such Pledgor to retain) within one Business Day after
such Pledgor's receipt thereof. Each delivery of Pledged
Collateral shall be accompanied by a schedule showing a
description of the collateral theretofore and then being
pledged hereunder, which schedule shall be attached hereto as
Schedule I and made a part hereof. Each schedule so delivered
shall supersede any prior schedules so delivered.
(b) All Pledged Collateral which are "certificated securities"
within the meaning of the UCC shall be in bearer form or, if in registered form,
shall be issued in the name of the Agent or endorsed to the Agent or accompanied
by undated blank stock or equity interest powers, note power, endorsement
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or other necessary instruments of transfer, registration or assignment, duly
executed in blank and in form and substance reasonably satisfactory to the
Agent.
(c) If any Pledged Securities are "uncertificated securities"
within the meaning of the UCC or are otherwise not evidenced by any certificate
or instrument, the applicable Pledgor will promptly notify the Agent thereof and
will promptly take and cause to be taken, and will (if the issuer of such
uncertificated securities is a person other than a subsidiary of a Pledgor)
cause the issuer to take, all actions required under Articles 8 and 9 of the UCC
and any other applicable law, to enable the Agent to acquire "control" (within
the meaning of such term under Section 8-106 (or its successor provision) of the
UCC) of such uncertificated securities and as may be otherwise necessary or
deemed appropriate by the Agent to perfect the security interest of the Agent
therein. If any Pledged Securities represent interests in a limited partnership
or a limited liability company, the applicable Pledgor will cause the issuer
thereof not to take any action that would cause such Pledged Securities to
become a "security" within the meaning of Section 8-102 of the UCC unless such
Pledgor complies with the provisions of paragraph 3(a) above (in the case of
"certificated securities") or this paragraph 3(c) (in the case of
"uncertificated securities"), as the case maybe.
(d) Anything herein to the contrary notwithstanding, (i) each
Pledgor shall remain liable under the contracts and agreements included in the
Pledged Collateral of such Pledgor to the extent set forth therein to perform
all of its duties and obligations thereunder to the same extent as if this
Pledge Agreement had not been executed, (ii) the exercise by the Agent of any of
the rights hereunder shall not release any Pledgor from any of its duties or
obligations under the contracts and agreements included in the Pledged
Collateral of such Pledgor, except to the extent that such duties and
obligations may have been terminated by reason of a sale, transfer or other
disposition of such Pledged Collateral as provided in paragraph 11 hereof or as
otherwise expressly permitted under the Credit Agreement, and (iii) neither the
Agent nor any other Secured Party shall have any obligation or liability under
the contracts and agreements included in the Pledged Collateral by reason of
this Pledge Agreement, nor shall the Agent or any Secured Party be obligated to
perform any of the obligations or duties of any Pledgor thereunder or to take
any action to collect or enforce any claim for payment assigned hereunder.
4. Registration. At any time and from time to time for
so long as an Event of Default is continuing, the Agent may cause all or any of
the Pledged Securities of a Pledgor to be transferred to or registered in the
Agent's name or the name of its nominee or nominees.
5. Representations, Warranties and Covenants of the
Pledgor. Each Pledgor hereby represents, warrants and covenants that:
(a) Pledged Collateral. Set forth on Schedule I hereto is a
complete and accurate list and description of all of the Pledged Equity
Interests and Pledged Notes in which such Pledgor has granted a security
interest hereunder in favor of the Agent and such Pledgor is the sole holder of
record and the sole beneficial owner of such Pledged Equity Interests and
Pledged Notes and all other Pledged Collateral free and clear of any Lien
thereon, except the Lien created hereunder.
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(b) Intercompany Indebtedness. The Pledgors shall, within thirty
(30) days of the date hereof (or such longer period of time as approved by the
Agent), take all steps as may be necessary or deemed appropriate by the Agent to
perfect the Agent's first priority security interest in the intercompany
indebtedness of the Pledgors that is (i) in existence on the Closing Date
(including, without limitation, intercompany indebtedness from any Foreign
Subsidiary of a Pledgor) and (ii) represented by an instrument.
(c) Intentionally Omitted.
(d) Percentage of Outstanding Equity. The Pledged Equity Interests
in which such Pledgor has granted a security interest hereunder to the Agent
constitute, and until the indefeasible payment and performance in full in cash
of the Secured Obligations and the expiration or termination of the Commitments
and cancellation of all Letters of Credit will continue to constitute, the
percentage of the outstanding equity of each such issuer as indicated on
Schedule I hereto (as such schedule may be updated pursuant to paragraph
3(a)(ii) hereof).
(e) All of Such Pledgor's Interests. The Pledged Equity Interests
of such Pledgor constitute, and until the indefeasible payment and performance
in full in cash of the Secured Obligations and the expiration or termination of
the Commitments and cancellation and return of all Letters of Credit (or, to the
extent not so cancelled and returned, the deposit with the Agent of Supporting
Letters of Credit for such outstanding Letters of Credit (or related Credit
Support) in accordance with and as required by Section 1.3(g) of the Credit
Agreement) will continue to constitute all of the equity interests held by such
Pledgor in any of the issuers (including, without limitation, the Canadian
Borrower) listed on Schedule I hereto (as such schedule may be updated pursuant
to paragraph 3(a)(ii) hereof) or, subject to the provisions to paragraph 2(a)
hereof in the case of voting equity interests held by such Pledgor in any
Specified Foreign Subsidiary or Specified Domestic Holding Company, 65% of such
voting equity interests.
(f) Due Authorization, Etc., of Stock. The Pledged Equity
Interests listed on Schedule I next to the name of such Pledgor have been duly
authorized and validly issued and are fully paid and non-assessable and are not
subject to any options to purchase or similar rights of any Person.
(g) Required Consents. Except as may be required in connection
with any disposition of any portion of the Pledged Securities of such Pledgor by
laws affecting the offering and sale of securities generally, no consent of any
Person (including, without limitation, the shareholders or other equityholders,
partners or creditors of such Pledgor) and no license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing
(other than the filing of financing statements under the UCC in order to perfect
a security interest in that portion of the Pledged Collateral of such Pledgor
constituting general intangibles) or declaration with any governmental
instrumentality is required in connection with (i) the execution, delivery or
performance by or enforceability or validity of this Pledge Agreement, (ii) the
perfection or maintenance of the security interest created hereby (including the
first priority nature of such security interest) or (iii) the exercise by the
Agent of the voting or other rights provided for in this Pledge Agreement. By
its signature to this Pledge Agreement, such Pledgor consents to the other
Pledgors' pledge and assignment of their respective interests in the Pledged
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Collateral and agrees, notwithstanding anything contained in any agreement or
document with respect to any of the Pledged Collateral, that there shall be no
restriction on the Agent as to any transfer of any Pledged Collateral of such
Pledgor as a result of the exercise of any of its rights hereunder (and such
Pledgor hereby consents to any such transfer by the Agent). Such Pledgor further
agrees that it will not, directly or indirectly, amend, modify or waive any
provisions contained in any agreement or document with respect to any Pledged
Collateral of such Pledgor which would have the effect of restricting the
ability of the Agent to transfer such Pledged Collateral as a result of the
exercise of any of the Agent's rights hereunder.
(h) Nature of Security Interest. Upon the delivery of the Pledged
Collateral of such Pledgor to the Agent (in the case of capital stock,
instruments or certificated limited liability company or limited partnership
interests) or the filing of appropriate UCC financing statements, the pledge of
the Pledged Collateral of such Pledgor pursuant to this Pledge Agreement creates
a valid and perfected first priority, security interest in the Pledged
Collateral of such Pledgor in favor of the Agent, securing the prompt and
complete payment, performance and observance of the Secured Obligations.
(i) Modification of Agreements. Such Pledgor will not, without the
prior written consent of the Agent, (a) modify, amend or alter in any respect
the terms and conditions of any agreement included in the Pledged Collateral of
such Pledgor (including, without limitation, any Pledged Note), nor forgive any
indebtedness evidenced by any Pledged Collateral or (b) execute any document or
instrument or, without limitation of paragraph 6 hereof, take any other action
of any kind which may, in the judgment of the Agent, impair the value of the
Pledged Collateral of such Pledgor.
(j) Further Assurances. Such Pledgor will, at its sole cost and
expense, perform all acts and execute all documents requested by the Agent from
time to time to evidence, perfect, maintain or enforce the Agent's first
priority security interest granted herein or otherwise in furtherance of the
provisions of this Pledge Agreement. Such Pledgor authorizes the Agent to
execute any documents in the Pledgor's name and authorizes the Agent to file
such financing statements in any appropriate filing office to evidence, perfect,
maintain or enforce the Agent's first priority security interest granted herein
or otherwise in furtherance of the provisions of this Pledge Agreement.
6. Voting Rights and Certain Payments Prior to Default.
So long as no Event of Default shall have occurred and be continuing, each
Pledgor shall be entitled:
(a) to exercise, in a manner not inconsistent with the terms
hereof or of the other Loan Documents or the Secured Obligations, the voting
power with respect to the Pledged Securities of such Pledgor, and for that
purpose the Agent shall (if any Pledged Securities of such Pledgor shall be
registered in the name of the Agent or its nominee) execute or cause to be
executed from time to time, at the expense of such Pledgor, such proxies or
other instruments in favor of such Pledgor or its nominee, in such form and for
such purposes as shall be reasonably required by such Pledgor and shall be
specified in a written request therefor, to enable it to exercise such voting
power with respect to such Pledged Securities; provided, however, that such
Pledgor shall not exercise or shall refrain from exercising any such voting
power if it has been notified by the Agent that, in the Agent's judgment, such
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action would have an adverse effect on the value of the Pledged Collateral or
any part thereof (other than in connection with a voluntary liquidation
expressly permitted by the Credit Agreement); and
(b) except as otherwise provided in paragraphs 7 and 8 hereof, to
receive and retain for its own account any and all payments, proceeds,
dividends, distributions, monies, compensation, property, assets, instruments or
rights to the extent such are permitted pursuant to the terms of the Credit
Agreement, other than (i) stock or liquidating dividends or distributions or
returns of capital or (ii) extraordinary dividends or distributions and
dividends or distributions or other amounts payable under or in connection with
any recapitalization, restructuring or other non-ordinary course event (the
dividends, distributions and amounts in this clause (ii) being "Extraordinary
Payments"), paid, issued or distributed from time to time in respect of the
Pledged Collateral of such Pledgor.
7. Extraordinary Payments and Distributions. (a) In
case, upon the dissolution or liquidation (in whole or in part) of any issuer of
any Pledged Collateral, any sum shall be paid or payable as a liquidating
dividend or distribution or return of capital or otherwise upon or with respect
to any of the Pledged Securities of a Pledgor or, in the event any other
Extraordinary Payment is paid or payable, then and in any such event, such sum
shall be paid over to the Agent promptly, and in any event within one (1)
Business Day after receipt thereof, to be held by the Agent as additional
collateral hereunder or, if no Event of Default shall be continuing, to be
applied to the Revolving Loans.
(b) In case any stock dividend or distribution payable in
additional Pledged Collateral shall be declared with respect to any of the
Pledged Collateral, or any shares of stock or fractions thereof or other equity
interests shall be issued pursuant to any stock split or other transaction
involving any of the Pledged Collateral, or any distribution of capital shall be
made on any of the Pledged Collateral, or any shares, partnership interests,
obligations or other property shall be distributed upon or with respect to any
of the Pledged Collateral, in each case pursuant to a recapitalization or
reclassification of the capital of the issuer thereof, or pursuant to the
dissolution, liquidation (in whole or in part), bankruptcy or reorganization of
such issuer, or to the merger or consolidation of such issuer with or into
another entity, the shares, obligations or other property so distributed shall
be delivered to the Agent promptly, and in any event within one (1) Business Day
after receipt thereof, to be held by the Agent as additional collateral
hereunder subject to the terms of this Pledge Agreement, or, if no Event of
Default shall be continuing, to be applied to the Revolving Loans and all of the
same shall constitute Pledged Collateral for all purposes hereof.
8. Voting Rights and Certain Payments After an Event of
Default. (a) Upon the occurrence and for so long as an Event of Default is
continuing, all rights of any Pledgor to exercise or refrain from exercising the
voting, managerial and other consensual rights which it would otherwise be
entitled to exercise pursuant to paragraph 6(a) hereof and to receive the
payments, proceeds, dividends, distributions, monies, compensation, property,
assets, instruments or rights which it would otherwise be authorized to receive
and retain pursuant to paragraph 6(b) shall cease, and thereupon the Agent shall
be entitled to exercise all voting power and other rights, powers and privileges
with respect to the Pledged Securities and the other Pledged Collateral of such
Pledgor and to receive and retain, as additional collateral hereunder, any and
all payments, proceeds, dividends, distributions, monies,
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compensation, property, assets, instruments or rights at any time declared or
paid upon or in respect of any of the Pledged Collateral of such Pledgor. The
failure on the part of Agent to give any notice to a Pledgor prior to the
exercise of any voting power or other rights, powers or privileges under this
paragraph 8 or under any of the other Loan Documents with respect to the Pledged
Collateral of such Pledgor shall not affect the Agent's rights under this
paragraph 8.
(b) All payments, proceeds, dividends, distributions, monies,
property, assets, instruments or rights which are received by a Pledgor contrary
to the provisions of subparagraph (a) above shall be received and held in trust
for the benefit of the Agent, shall be segregated by such Pledgor from other
funds of such Pledgor and shall be forthwith paid over to the Agent as Pledged
Collateral in the same form as so received (with any necessary indorsement).
9. Application of Cash Collateral. (a) Subject to
paragraph 6(b) hereof, any payments made in respect of the Pledged Notes that do
not represent intercompany indebtedness shall be deposited into a Payment
Account subject to a Blocked Account Agreement. If an Event of Default shall
have occurred and be continuing, upon the request of the Agent, any payments
made in respect of the Pledged Notes that represent intercompany indebtedness
shall be delivered to the Agent promptly, and in any event within one (1)
Business Day after receipt thereof, to be held by the Agent as additional
collateral hereunder, and, if received by any Pledgor, shall not be commingled
by such Pledgor with any of its other funds or property but shall be held
separate and apart therefrom, shall be held in trust for the benefit of the
Agent and the Secured Parties and shall be forthwith delivered to the Agent in
the same form as so received.
(b) Any cash received and retained by the Agent as additional
collateral hereunder pursuant to the foregoing provisions may, at any time and
from time to time, be applied by the Agent to the payment of the Secured
Obligations as provided for in the Credit Agreement (or if not so provided for,
as the Agent shall determine in its sole discretion).
10. Expenses. The Pledgors will upon demand, jointly and
severally, pay the Agent or any other Secured Party for any and all reasonable
out-of-pocket costs, sums, and expenses which the Agent or such Secured Party
may pay or incur pursuant to the provisions of this Pledge Agreement or in
enforcing the Secured Obligations, the Pledged Collateral or the security
interest granted hereunder, including, but not limited to, all filing or
recording fees, court costs, collection charges, travel expenses, telephone
fees, duplicating costs and reasonable attorneys' fees and expenses. Such
expenses shall include, without limitation, any such costs paid or incurred by
the Agent or any other Secured Party in connection with any waivers, amendments,
modifications, extensions, renewals or renegotiations. All of the foregoing,
together with interest thereon as specified in paragraph 22 hereof, shall be
part of the Secured Obligations and be payable on demand.
11. Remedies. (a) Upon the occurrence and for so long as
an Event of Default is continuing, the Agent may exercise in respect of any of
the Pledged Collateral, in addition to other rights and remedies provided for
herein or otherwise available to it, all the rights and remedies of a secured
party on default under the UCC in effect in the State of New York at that time
(whether or not the UCC is applicable to the affected Pledged Collateral) and
may also, without obligation to resort to
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other security, at any time and from time to time sell, resell, assign and
deliver, in its sole discretion, all or any of the Pledged Collateral, in one or
more parcels at the same or different times, and all right, title and interest,
claim and demand therein and right of redemption thereof, on any securities
exchange on which any Pledged Collateral may be listed, or at public or private
sale, for cash, upon credit or for future delivery, and in connection therewith
the Agent may grant options, each Pledgor hereby waiving and releasing any and
all equity and right of redemption.
(b) If any of the Pledged Collateral is sold by the Agent pursuant
to paragraph 11(a) above upon credit or for future delivery, the Agent shall not
be liable for the failure of the purchaser to purchase or pay for the same and,
in the event of any such failure, the Agent may resell such Pledged Collateral.
In no event shall a Pledgor be credited with any part of the proceeds of sale of
any Pledged Collateral of such Pledgor until cash payment thereof has actually
been received by the Agent.
(c) In connection with any sale of the any of the Pledged
Collateral pursuant to paragraph 11(a) above, the Agent or any other Secured
Party may purchase any Pledged Collateral at any public sale and, if any Pledged
Collateral is of a type customarily sold in a recognized market or is of the
type which is the subject of widely distributed standard price quotations, the
Agent or any other Secured Party may purchase such Pledged Collateral at a
private sale, free from any right of redemption, which is hereby waived and
released to the extent permitted by applicable law, and in each case may make
payment therefor by any means, including, without limitation, by release or
discharge of Secured Obligations in lieu of cash payment.
(d) The Agent may apply the cash proceeds actually received from
any sale or other disposition of any of the Pledged Collateral of a Pledgor
pursuant to paragraph 11(a) above to the payment of the Secured Obligations as
provided in the Credit Agreement (or if not so provided for, as the Agent shall
determine in its sole discretion). The Pledgors, jointly and severally, shall
remain liable for any deficiency with respect to the Secured Obligations, which
shall bear interest and be payable at the interest rate applicable to such
Secured Obligations at such time as provided in paragraph 22. The right of a
Pledgor to receive any surplus, if any, shall be subject to any duty of the
Agent imposed by law to the holder of any subordinate security interest in the
Pledged Collateral of such Pledgor known to the Agent. Nothing contained herein
shall be construed as requiring the Agent to take any such action at any time.
(e) Each Pledgor recognizes that the Agent may be unable to effect
a public sale pursuant to paragraph 11(a) above of all or part of the Pledged
Collateral of such Pledgor consisting of securities by reason of certain
prohibitions contained in the Securities Act of 1933, or in applicable Blue Sky
or other state securities laws, as now or hereafter in effect, but may be
compelled to resort to one or more private sales to a restricted group of
purchasers who 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 agrees that any such Pledged
Collateral sold at any such private sale may be sold at a price and upon other
terms less favorable to the seller than if sold at public sale and that each
such private sale shall be deemed to have been made in a commercially reasonable
manner. The Agent shall have no obligation to delay sale of any such securities
for the period of time necessary to
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permit the issuer of such securities, even if such issuer would agree to
register such securities for public sale under the Securities Act of 1933. Each
Pledgor agrees that private sales made under the foregoing circumstances shall
be deemed to have been made in a commercially reasonable manner.
(f) No demand, advertisement or notice, all of which are hereby
expressly waived, shall be required in connection with any sale or other
disposition of any part of the Pledged Collateral pursuant to paragraph 11(a)
above which threatens to decline speedily in value or which is of a type
customarily sold on a recognized market; otherwise the Agent shall give the
applicable Pledgor at least ten days' prior notice of the time and place of any
public sale and of the time after which any private sale or other disposition is
to be made, which notice each Pledgor agrees is reasonable, all other demands,
advertisements and notices being hereby waived.
(g) The Agent shall not be obligated to make any sale of Pledged
Collateral pursuant to paragraph 11(a) above if it shall determine not to do so,
regardless of the fact that notice of sale may have been given. The Agent may,
without notice or publication, adjourn any public or private sale or cause the
same to be adjourned from time to time by announcement at the time and place
fixed for sale, and such sale may, without further notice, be made at the time
and place to which the same was so adjourned.
(h) The remedies provided herein in favor of the Agent shall not
be deemed exclusive, but shall be cumulative, and shall be in addition to all
other remedies in favor of the Agent existing at law or in equity.
12. Agent Appointed Attorney-in-Fact. (a) To effectuate
the terms and provisions hereof, each Pledgor hereby appoints the Agent as its
attorney-in-fact for the purpose, from and after the occurrence and for so long
as an Event of Default is continuing, of carrying out the provisions of this
Pledge Agreement and taking any action and executing any instrument which the
Agent may deem necessary or advisable to accomplish the purposes hereof. Without
limiting the generality of the foregoing, the Agent shall, from and after the
occurrence and for so long as an Event of Default is continuing, have the right
and power to:
(i) receive, endorse and collect all checks and
other orders for the payment of money made payable to a
Pledgor representing any interest or dividend or other
distribution or amount payable in respect of the Pledged
Collateral of such Pledgor or any part thereof and to give
full discharge for the same, and
(ii) execute endorsements, assignments or other
instruments of conveyance or transfer with respect to all or
any of the Pledged Collateral and to exercise all rights and
privileges of (or on behalf of) the owner of any Pledged
Collateral, including, without limitation, all voting rights
with respect to the Pledged Securities.
(b) All acts done under the foregoing authorization are hereby
ratified and approved by each Pledgor and neither the Agent, any other Secured
Party nor any designee or agent thereof shall be
10
liable for any acts of commission or omission, for any error of judgment or for
any mistake of fact or law except for their willful misconduct or gross
negligence.
(c) This power of attorney, being coupled with an interest, is
irrevocable until the Credit Agreement has been terminated and the Secured
Obligations have been fully satisfied in accordance with the terms thereof.
13. Agent's Duties; Reasonable Care. (a) The Agent shall
have the duty to exercise reasonable care in the custody and preservation of any
Pledged Collateral in its possession, which duty shall be fully satisfied if the
Agent maintains safe custody of such Pledged Collateral and, with respect to any
calls, conversions, exchanges, redemptions, offers, tenders or similar matters
relating to any such Pledged Collateral (herein called "events"),
(i) the Agent exercises reasonable care to
ascertain the occurrence and to give reasonable notice to the
applicable Pledgor of any events applicable to any Pledged
Securities of such Pledgor which are registered and held in
the name of the Agent or its nominee,
(ii) the Agent gives the applicable Pledgor
reasonable notice of the occurrence of any events, of which
the Agent has received actual knowledge, as to any securities
which are in bearer form or are not registered and held in the
name of the Agent or its nominee (such Pledgor agreeing to
give the Agent reasonable notice of the occurrence of any
events applicable to any securities in the possession of the
Agent of which such Pledgor has received knowledge), and
(iii) in the exercise of its sole discretion (x)
the Agent endeavors to take such action with respect to any of
the events as the applicable Pledgor may reasonably and
specifically request in writing in sufficient time for such
action to be evaluated and taken or (y) if the Agent
determines that the action requested may adversely affect the
value of the Pledged Collateral of such Pledgor as collateral,
the collection of the Secured Obligations, or otherwise
prejudice the interests of the Agent or any other Secured
Party, the Agent gives notice to such Pledgor that any such
requested action will not be taken and if the Agent makes such
determination or if such Pledgor fails to make such timely
request, the Agent takes such other action as it deems
advisable in the circumstances.
(b) Except as hereinabove specifically set forth, the Agent shall
have no further obligation to ascertain the occurrence of, or to notify any
Pledgor with respect to, any events and shall not be deemed to assume any such
further obligation as a result of the establishment by the Agent of any internal
procedures with respect to any securities in its possession, nor shall the Agent
be deemed to assume any other responsibility for, or obligation or duty with
respect to, any Pledged Collateral, or its use, of any nature or kind, or any
matter or proceedings arising out of or relating thereto, including, without
limitation, any obligation or duty to take any action to collect, preserve or
protect its or the
11
applicable Pledgor's rights in the Pledged Collateral of such Pledgor or against
any prior parties thereto, but the same shall be at such Pledgor's sole risk and
responsibility at all times.
(c) Each Pledgor hereby releases the Agent and the other Secured
Parties from any claims, causes of action and demands at any time arising out of
or with respect to this Pledge Agreement, the Pledged Collateral of such Pledgor
and/or any actions taken or omitted to be taken by the Agent or the other
Secured Parties with respect thereto (except such claims, causes of action and
demands arising from the gross negligence or willful misconduct of the Agent or
the other Secured Parties) and each Pledgor hereby agrees to hold the Agent and
the other Secured Parties harmless from and with respect to any and all such
claims, causes of action and demands (except such claims, causes of action and
demands arising from the gross negligence or willful misconduct of the Agent or
the other Secured Parties).
14. Rights and Remedies Not Waived. The Agent's prior
recourse to any Pledged Collateral shall not constitute a condition of any
demand, suit or proceeding for payment or collection of the Secured Obligations.
No act, omission or delay by the Agent or any other Secured Party shall
constitute a waiver of its rights and remedies hereunder or otherwise. No single
or partial waiver by the Agent of any default hereunder or right or remedy which
it may have shall operate as a waiver of any other default, right or remedy or
of the same default, right or remedy on a future occasion.
15. Agent May Perform. If any Pledgor fails to perform
any agreement contained herein, the Agent may itself perform, or cause
performance of, such agreement, and the expenses of the Agent incurred in
connection therewith shall be payable by the Pledgors pursuant to the terms of
paragraph 10 hereof.
16. SETOFF; WAIVER OF JURY TRIAL AND SETOFF; CONSENT TO
JURISDICTION, ETC. (a) IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO, IN
CONNECTION WITH, OR ARISING OUT OF THIS PLEDGE AGREEMENT, OR ANY INSTRUMENT OR
DOCUMENT DELIVERED PURSUANT TO THIS PLEDGE AGREEMENT, OR THE VALIDITY,
PROTECTION, INTER PRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER
CLAIM OR DISPUTE HOWSOEVER ARISING, BETWEEN ONE OR MORE PLEDGORS ON THE ONE HAND
AND ANY ONE OR MORE OF THE SECURED PARTIES ON THE OTHER HAND, EACH SUCH PLEDGOR
HEREBY, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, (i) WAIVES THE RIGHT TO
INTERPOSE ANY SETOFF, RECOUPMENT, COUNTERCLAIM OR CROSS-CLAIM IN CONNECTION WITH
ANY SUCH LEGAL ACTION OR PROCEEDING, IRRESPECTIVE OF THE NATURE OF SUCH SETOFF,
RECOUPMENT, COUNTERCLAIM OR CROSS-CLAIM, UNLESS SUCH SETOFF, RECOUPMENT,
COUNTERCLAIM OR CROSS-CLAIM COULD NOT, BY REASON OF ANY APPLICABLE FEDERAL OR
STATE PROCEDURAL LAWS, BE INTERPOSED, PLEADED OR ALLEGED IN ANY OTHER ACTION AND
(ii) WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LEGAL ACTION
OR
12
PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES (AND ONLY ACTUAL DAMAGES
IF AND TO THE EXTENT DETERMINED IN A FINAL NONAPPEALABLE JUDGMENT BY A COURT OF
COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH SECURED PARTY'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT).
(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS PLEDGE
AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY ITS EXECUTION AND DELIVERY
OF THIS PLEDGE AGREEMENT, EACH PLEDGOR CONSENTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PLEDGOR
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING:
(1) THE AGENT SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY
PLEDGOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION THE AGENT DEEMS
NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON ANY SECURITY FOR THE SECURED
OBLIGATIONS AND (2) EACH PLEDGOR ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS
DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE THOSE JURISDICTIONS.
(c) EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL (RETURN RECEIPT REQUEST ED) DIRECTED TO SUCH PLEDGOR AT ITS
ADDRESS SET FORTH IN SECTION 18 AND SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S.
MAILS. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE AGENT TO SERVE
LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.
(d) NO PROVISION OF THIS PLEDGE AGREEMENT SHALL LIMIT THE RIGHT OF
THE AGENT TO EXERCISE SELF-HELP REMEDIES SUCH AS SETOFF OR OBTAINING PROVISIONAL
OR ANCILLARY REMEDIES FROM A COURT OF COMPETENT JURISDICTION BEFORE, AFTER, OR
DURING THE PENDENCY OF ANY ARBITRATION OR OTHER PROCEEDING. THE EXERCISE OF A
REMEDY DOES NOT WAIVE THE RIGHT OF ANY PARTY TO RESORT TO ARBITRATION OR
REFERENCE.
13
(e) EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
PLEDGE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER WITH RESPECT
TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PLEDGOR HEREBY AGREES THAT
ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
JURY. WITHOUT LIMITING THE FOREGOING, EACH PLEDGOR HEREBY FURTHER AGREES THAT
ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY
ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS PLEDGE AGREEMENT OR ANY
PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS PLEDGE AGREEMENT.
(f) EACH PLEDGOR AGREES THAT THIS PARAGRAPH 16 IS A SPECIFIC AND
MATERIAL ASPECT OF THIS PLEDGE AGREEMENT AND ACKNOWLEDGES THAT THE SECURED
PARTIES WOULD NOT EXTEND TO THE BORROWERS ANY FINANCIAL ACCOMMODATIONS UNDER THE
LOAN AGREEMENT IF THIS PARAGRAPH 16 WERE NOT PART OF THIS PLEDGE AGREEMENT.
17. Admissibility of Pledge Agreement. Each Pledgor
agrees that any copy of this Pledge Agreement signed by such Pledgor and
transmitted by telecopier for delivery to the Agent shall be admissible in
evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence.
18. Address for Notices. All notices, requests, demands
and other communications provided for hereunder shall be in writing (unless
otherwise expressly provided herein) and shall be given in the manner, and
deemed received as provided for in the Credit Agreement.
19. Terms. All capitalized terms used but not otherwise
defined herein have the meaning given them in the Credit Agreement or in Annex A
thereto. All other undefined terms contained in this Pledge Agreement, unless
the context otherwise requires, have the meanings provided for by the UCC to the
extent the same are used or defined therein.
20. Amendments and Modification. No provision hereof
shall be modified, altered, waived or limited except by written instrument
expressly referring to this Pledge Agreement and to such provision, and executed
by the party to be charged.
21. Continuing Security Interest; Assignments. This
Pledge Agreement shall create a continuing security interest in the Pledged
Collateral and shall (i) remain in full force and effect until the later of (x)
the indefeasible payment and performance in full in cash of the Secured
Obligations, (y) the expiration or termination of the Commitments and (z) the
cancellation and return of all Letters of Credit (or, to the extent not so
cancelled and returned, the deposit with the Agent of Supporting Letters of
14
Credit for such outstanding Letters of Credit (or related Credit Support) in
accordance with and as required by Section 1.3(g) of the Credit Agreement), (ii)
be binding upon and inure to the benefit of, and be enforceable by, each Pledgor
and its successors and assigns, and (iii) be binding upon and inure to the
benefit of, and be enforceable by, the Agent and its successors, transferees and
assigns. Upon the later of (i) the indefeasible payment and performance in full
in cash of the Secured Obligations, (ii) the expiration or termination of the
Commitments and (iii) the cancellation and return of all Letters of Credit (or,
to the extent not so cancelled and returned, the deposit with the Agent of
Supporting Letters of Credit for such outstanding Letters of Credit (or related
Credit Support) in accordance with and as required by Section 1.3(g) of the
Credit Agreement), the security interest granted hereby shall terminate and all
rights to the Pledged Collateral shall revert to the applicable Pledgors. Upon
any such termination, the Agent will, at Pledgors' expense, execute and deliver
to the Pledgors such documents as the Pledgors shall reasonably request to
evidence such termination and will assign, transfer and deliver to the Pledgors,
without recourse and without representation or warranty, such of the Pledged
Collateral as may then be in possession of the Agent. Notwithstanding anything
in this Pledge Agreement to the contrary, upon any sale, transfer (including,
without limitation, by merger or consolidation) or other disposition by any
Pledgor of any Pledged Collateral in a transaction expressly permitted under the
Credit Agreement and the receipt by the Agent of the Net Proceeds of such sale
or other disposition as required by the Credit Agreement, the Lien and security
interest created by this Pledge Agreement in and upon such Pledged Collateral
shall be automatically released, and in connection with any such release, the
Agent, at the request and expense of the applicable Pledgor, will execute and
deliver to such Pledgor such documents and instruments evidencing such release
or termination as such Pledgor may reasonably request and will assign, transfer
and deliver to such Pledgor, without recourse and without representation or
warranty, such of the Pledged Collateral so being released as may then be in the
possession of the Agent.
22. Interest. All amounts payable from time to time by
the Pledgors hereunder shall constitute part of the Secured Obligations and
shall bear interest and be payable at the interest rate applicable to U.S. Base
Rate Revolving Loans at such time under Section 2.1 of the Credit Agreement.
23. Governance of Credit Agreement: The parties hereto
agree that to the extent any provisions herein conflict with the Credit
Agreement, the provisions of the Credit Agreement shall control.
24. Counterparts. This Pledge Agreement may be executed
by the parties hereto individually or in any combination, in one or more
counterparts, each of which shall be an original and all of which shall together
constitute one and the same agreement.
25. Captions; Separability. The captions of the various
sections and paragraphs of this Pledge Agreement have been inserted only for the
purposes of convenience; such captions are not a part of this Pledge Agreement
and shall not be deemed in any manner to modify, explain, enlarge or restrict
any of the provisions of this Pledge Agreement.
15
26. Security Interest Absolute. All rights of the Agent
and security interests hereunder, and all of the obligations of each Pledgor
hereunder, shall be absolute and unconditional, irrespective of:
(i) any lack of validity or enforceability of
any Loan Document, any Secured Obligations or any other
agreement or instrument relating thereto;
(ii) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Secured
Obligations, or any other amendment or waiver of or any
consent to any departure from any Loan Document;
(iii) any exchange, release or non-perfection of
any other collateral, or any release or amendment or waiver of
or consent to departure from any guaranty, for all or any of
the Secured Obligations; or
(iv) any other circumstance which might otherwise
constitute a defense available to, or a discharge of, any
Pledgor or a third party grantor of a security interest or
Lien.
27. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE
INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW.
28. Schedules. The Agent is authorized to annex hereto
any schedules referred to herein delivered to the Agent by a Pledgor.
29. Acknowledgment of Receipt. Each Pledgor acknowledges
receipt of a copy of this Pledge Agreement.
[Remainder of page intentionally left blank]
16
IN WITNESS WHEREOF, each Pledgor has duly executed or caused
this Pledge Agreement to be duly executed in the State of New York as of the
date first above set forth.
PLEDGORS:
GENTEK INC.
GENTEK HOLDING CORPORATION
(formerly known as General Chemical
Corporation)
GENERAL CHEMICAL PERFORMANCE
PRODUCTS LLC
NOMA HOLDING INC.
GENTEK TECHNOLOGIES MARKETING INC.
VIGILANT NETWORKS LLC
BIG T-2 COMPANY LLC
KRONE DIGITAL COMMUNICATIONS INC.
PRINTING DEVELOPMENTS, INC.
KRONE INTERNATIONAL HOLDING INC.
GENERAL CHEMICAL WEST LLC
GENERAL CHEMICAL LLC
FINI ENTERPRISES, INC.
XXXXXX, INC.
NOMA CORPORATION
NOMA DELAWARE INC.
BALCRANK PRODUCTS INC.
TOLEDO TECHNOLOGIES INC.
DEFIANCE, INC.
XXXXXX HOLDINGS INC.
NOMA O.P., INC.
NOMA TECHNOLOGIES LIMITED
PARTNERSHIP
TOLEDO TECHNOLOGIES MANAGEMENT LLC
DEFIANCE PRECISION PRODUCTS, INC.
HY-FORM PRODUCTS, INC.
DEFIANCE TESTING AND ENGINEERING
SERVICES, INC.
DEFIANCE PRECISION PRODUCTS
MANAGEMENT LLC
DEFIANCE PRECISION PRODUCTS
MANUFACTURING LLC
DEFIANCE KINEMATICS INC.
BINDERLINE DRAFTLINE, INC.
KRONE HOLDING INC.
KRONE USA INCORPORATED
KRONE INCORPORATED
By:
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
CON-X CORPORATION
KRONE OPTICAL SYSTEMS INC.
By:
--------------------------------
Name: Xxxxx X'Xxxxxx
Title: Vice President
TOLEDO TECHNOLOGIES MANUFACTURING
LLC
By:
--------------------------------
Name:
Title:
KRONE HOLDING LLC, By its Sole
Member and Manager Krone Holding
Inc.
By:
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
AGENT:
BANK OF AMERICA, N.A., as the Agent
By:
--------------------------------
Name:
Title:
Accepted and Agreed:
Bank of America, N.A., as Agent
By:
----------------------------
Name:
-----------------------
Title:
----------------------
Address for Notices:
Bank of America, N.A.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Business Credit - Account Executive
Telecopier No.: (000) 000-0000
Schedule I to Pledge Agreement
List and Description of Pledged Securities and other Equity Interests
Percentage Total
of Number
outstanding of Shares Jurisdiction of
Issuer of Class Shares or or other Organization/
Equity of Certificate other Equity Equity Incorporation
Pledgor Interest Equity No(s). Interests Interests of Issuer
------------------ ---------------- ------------ -------------- ----------------- -------------- -------------------
List and Description of Pledged Notes
Original Principal
Pledgor Debt Issuer Description of Debt Maturity Date Amount
------- ----------- ------------------- ------------- ------------------
Schedule II to Pledge Agreement
Specified Foreign Subsidiaries
------------------------------
Schedule III to Pledge Agreement
Specified Domestic Holding Companies
------------------------------------
