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Exhibit 4.5
HOLDING STOCK PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of April 28, 2000, made by RACI
HOLDING, INC., a Delaware corporation (the "Pledgor") in favor of THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent (in such
capacity, the "Administrative Agent") for the several banks and other financial
institutions (collectively, the "Lenders") from time to time parties to the
Amended and Restated Credit Agreement, dated as of April 28, 2000 (as the same
may be amended, supplemented, waived or otherwise modified from time to time,
the "Credit Agreement"), among Remington Arms Company, Inc., a Delaware
corporation (the "Borrower"), the Administrative Agent, Chase Securities Inc.
and Banc of America Securities LLC, as joint lead arrangers, Bank of America,
N.A., as syndication agent, Xxxxxxx Xxxxx Credit Partners, L.P., as
documentation agent (collectively the "Other Representatives") and the Lenders.
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make Extensions of Credit (as defined in the Credit
Agreement) to the Borrower upon the terms and subject to the conditions set
forth in the Credit Agreement;
WHEREAS, the Pledgor is the legal and beneficial owner of the
shares of Pledged Stock (as hereinafter defined) issued by the Borrower; and
WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective initial Extensions of Credit to the Borrower
under the Credit Agreement that the Pledgor shall have executed and delivered
this Pledge Agreement to the Administrative Agent, for the ratable benefit of
the Lenders;
NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent, the Other Representatives and the Lenders to enter
into the Credit Agreement and to induce the Lenders to make their respective
Extensions of Credit to the Borrower, the Pledgor hereby agrees with the
Administrative Agent, for the ratable benefit of the
Lenders, as follows:
1. Defined Terms. (a) Unless otherwise defined herein,
capitalized terms defined in the Credit Agreement are used herein as defined
therein.
(b) The following terms shall have the following
meanings:
"Additional Pledged Stock": as defined in Section 5(a).
"Agreement": this Pledge Agreement, as the same may be
amended, supplemented, waived or otherwise modified from time to time.
"Code": the Uniform Commercial Code from time to time in
effect in the State of New York.
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"Collateral": the Pledged Stock and all Proceeds thereof.
"Obligations": the collective reference to the unpaid
principal of and interest on (including, without limitation, interest
accruing after the maturity of the Loans and Reimbursement Obligations
and interest accruing after the filing of any petition in bankruptcy,
or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding)
the Loans, the Reimbursement Obligations and all other obligations and
liabilities of the Borrower or the Pledgor to the Administrative Agent,
the Other Representatives and the Lenders, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection
with, the Credit Agreement, the Notes, the Letters of Credit, the other
Loan Documents, any Interest Rate Agreement entered into with any
Lender, any Guarantee Obligations of the Borrower referred to in
Section 8.4(b) of the Credit Agreement as to which any Lender is a
beneficiary, and any other document made, delivered or given in
connection with any of the foregoing, in each case whether on account
of principal, interest, reimbursement obligations, amounts payable in
connection with a termination of any transaction entered into pursuant
to an Interest Rate Agreement entered into with any Lender, amounts
payable to any Lender in connection with any such Guarantee Obligation,
fees, indemnities, costs, expenses or otherwise (including, without
limitation, all reasonable fees and disbursements of counsel to the
Administrative Agent, any Other Representative or any Lender that are
required to be paid by the Borrower pursuant to the terms of the Credit
Agreement or any other Loan Document).
"Pledged Stock": the shares of capital stock listed on
Schedule 1 hereto, together with all stock certificates, stock options
or similar rights of any nature whatsoever or any investment property
(as defined in the Code) in the Borrower that may be issued or granted
by the Borrower to the Pledgor while this Agreement is in effect,
including the Additional Pledged Stock.
"Proceeds": all "proceeds" as such term is defined in Section
9-306(1) of the Code and, in any event, shall include, without
limitation, all dividends or other income from the Pledged Stock,
collections thereon or distributions with respect thereto.
"Securities Act": the Securities Act of 1933, as amended.
(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 and paragraph references are to this Agreement unless otherwise
specified.
(d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.
2. Pledge; Grant of Security Interest. The Pledgor
hereby grants to the Administrative Agent, for the ratable benefit of the
Lenders, a security interest in the Collateral, as collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations, and hereby agrees
that it will deliver or cause to be delivered to the Administrative Agent, for
the ratable benefit of the Lenders, all certificates representing the Pledged
Stock on the Effective Date.
3. Stock Powers. Concurrently with the delivery to the
Administrative Agent of each certificate representing any Pledged Stock pursuant
to Section 2 above, the Pledgor shall deliver an undated stock power covering
such certificate, duly executed in blank by the Pledgor with, if the
Administrative Agent so requests, signature guaranteed.
4. Representations and Warranties. The Pledgor
represents and warrants that:
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(a) The Pledged Stock constitutes all the issued and
outstanding shares of all classes of the capital stock of the Borrower
held by the Pledgor.
(b) All the Pledged Stock has been (or, with respect to
Additional Pledged Stock, when pledged to the Administrative Agent will
be) duly and validly issued and are (or, with respect to Additional
Pledged Stock, when pledged to the Administrative Agent, will be) fully
paid and nonassessable.
(c) The Pledgor is (or, with respect to Additional
Pledged Stock, when pledged to the Administrative Agent, will be) the
record and beneficial owner of, and has (or, with respect to Additional
Pledged Stock, when pledged to the Administrative Agent, will have)
good and marketable title to, the Pledged Stock, free of any and all
Liens or options in favor of, or material adverse claims on any of the
Pledged Stock by, any other Person, except the security interest
created by this Agreement and Liens arising by operation of law.
(d) Upon delivery to the Administrative Agent of all
stock certificates evidencing any Pledged Stock, the security interest
created by this Agreement, assuming the continuing possession of the
Pledged Stock by the Administrative Agent, will constitute a valid and
perfected first priority security interest in the Collateral to the
extent provided in the Code, enforceable in accordance with its terms
against all creditors of the Pledgor and any Persons purporting to
purchase any Collateral from the Pledgor, except as affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors'
rights generally, general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith
and fair dealing; provided, however, that the above representation and
warranty does not apply to any Lien arising by operation of law and
entitled to a priority over the security interest created by this
Agreement.
5. Covenants. The Pledgor covenants and agrees with the
Administrative Agent and the Lenders that, from and after the date of this
Agreement until payment in full of the Notes, the Reimbursement Obligations and
the other Obligations then due and owing, the termination of the Commitments and
the expiration, termination or return to the Issuing Lender of the Letters of
Credit:
(a) If the Pledgor shall, as a result of its ownership of
the Pledged Stock, become entitled to receive or shall receive any
stock certificate (including, without limitation, 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), stock option or similar
rights, whether in addition to, in substitution of, as a conversion of,
or in exchange for any Pledged Stock, or otherwise in respect thereof
(collectively, the "Additional Pledged Stock"), the Pledgor shall
accept the same as the agent of the Administrative Agent, the Other
Representatives and the Lenders, hold the same in trust for the
Administrative Agent and the Lenders and deliver the same forthwith to
the Administrative Agent in the exact form received, duly indorsed by
the Pledgor to the Administrative Agent, if required, together with an
undated stock power covering such certificate duly executed in blank by
the Pledgor and with, if the Administrative Agent so requests,
signature guaranteed, to be held by the Administrative Agent, subject
to the terms hereof, as additional collateral security for the
Obligations. Any sums paid upon or in respect of the Pledged Stock upon
the liquidation or dissolution of the Borrower shall be paid over to
the Administrative Agent to be held by it hereunder as additional
collateral security for the Obligations, and in case any property shall
be distributed upon or with respect to the Pledged Stock pursuant to
the recapitalization or reclassification of the capital of the Borrower
or pursuant to the reorganization thereof, the property so distributed
shall be delivered to the Administrative Agent to be held by it
hereunder as additional collateral security for the Obligations. If any
such sums of money or property so paid or distributed in respect of the
Pledged Stock shall be received by the Pledgor, the Pledgor shall,
until such money or property is paid or delivered to the Administrative
Agent, hold such money or property in trust
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for the Administrative Agent the Other Representatives and the Lenders,
segregated from other funds of the Pledgor, as additional collateral
security for the Obligations.
(b) Without the prior written consent of the
Administrative Agent, the Pledgor will not (1) vote to enable, or take
any other action to permit, the Borrower 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 the Borrower, to any
Person other than the Pledgor, (2) sell, assign, transfer, exchange, or
otherwise dispose of, or grant any option with respect to, the
Collateral, or (3) create, incur or permit to exist any Lien or option
in favor of, or any material adverse claim of any Person with respect
to, any of the Collateral, or any interest therein, except for the
security interests created by this Agreement and Liens arising by
operation of law.
(c) The Pledgor shall defend the security interest
created by this Agreement as a perfected security interest against
claims and demands of all Persons whomsoever. At any time and from time
to time, upon the written request of the Administrative Agent, and at
the sole expense of the Pledgor, the Pledgor will promptly and duly
execute and deliver such further instruments and documents and take
such further actions as the Administrative 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. In the event
that an Event of Default has occurred and is continuing, if any amount
payable under or in connection with any of the Collateral shall be or
become evidenced by any instrument (including any promissory note) or
chattel paper (in each case as defined in the Code), such instrument or
chattel paper shall be immediately delivered to the Administrative
Agent, duly endorsed in a manner satisfactory to the Administrative
Agent, to be held as Collateral pursuant to this Agreement. Prior to
such delivery, the Pledgor shall hold all such instruments or chattel
paper in trust for the Administrative Agent, for the ratable benefit of
the Lenders, and shall not commingle any of the foregoing with any
assets of the Pledgor.
(d) The Pledgor shall pay, and save the Administrative
Agent, the Other Representatives and the Lenders harmless from, any and
all liabilities with respect to, or resulting from any delay in paying,
any and all stamp, excise, sales or other similar taxes which may be
payable or determined to be payable with respect to any of the
Collateral or in connection with any of the transactions contemplated
by this Agreement.
6. Cash Dividends; Voting Rights. Unless an Event of
Default shall have occurred and be continuing and the Administrative Agent shall
have given notice to the Pledgor of the Administrative Agent's intent to
exercise its corresponding rights pursuant to Section 7 below, the Pledgor shall
be permitted to receive all dividends and distributions paid or made in respect
of the Pledged Stock and to exercise all voting and corporate and other rights
with respect to the Pledged Stock; provided, however, that no vote shall be cast
or corporate right exercised or other action taken which would materially impair
the Collateral (other than pursuant to a transaction permitted under the Credit
Agreement) or result in any violation of any provision of the Credit Agreement,
the Notes, this Agreement or any other Loan Document.
7. Rights of the Lenders, the Other Representatives and
the Administrative Agent. If an Event of Default shall occur and be continuing
and the Administrative Agent shall give notice to the Pledgor of its intent to
exercise such rights, (i) the Administrative Agent shall have the right to
receive any and all cash dividends paid in respect of the Pledged Stock and make
application thereof to the Obligations in such order as the Administrative Agent
may determine and (ii) the Administrative Agent shall have the right to cause
all of the Pledged Stock to be registered in the name of the Administrative
Agent or its nominee, and the Administrative Agent or its nominee may thereafter
exercise (A) all voting, corporate and other rights pertaining to such Pledged
Stock at any meeting of shareholders of the Borrower or otherwise and (B) any
and all rights of conversion, exchange, subscription and any other rights,
privileges or options pertaining to such Pledged Stock as if it were the
absolute owner thereof (including, without limitation, the right to exchange at
its discretion any and all of the Pledged Stock upon the
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merger, consolidation, reorganization, recapitalization or other fundamental
change in the corporate structure of the Issuer, or upon the exercise by the
Pledgor or the Administrative Agent of any right, privilege or option pertaining
to such Pledged Stock, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Stock with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may determine), all without liability
(other than for its gross negligence or willful misconduct) except to account
for property actually received by it, but the Administrative Agent shall have no
duty to the 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; provided that
the Administrative Agent shall not exercise any voting or other consensual
rights pertaining to the Pledged Stock in any way that would constitute an
exercise of the remedies described in Section 8 other than in accordance with
such Section 8.
8. Remedies. If an Event of Default shall occur and be
continuing, the Administrative Agent, on behalf of the Lenders, may exercise all
rights and remedies of a secured party under the Code, and, to the extent
permitted by law, all other rights and remedies granted in this Agreement and in
any other instrument or agreement securing, evidencing or relating to the
Obligations. Without limiting the generality of the foregoing, the
Administrative 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 Pledgor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived), may in such circumstances, to the extent permitted by law, 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 Administrative Agent, any Other Representative or any
Lender or elsewhere upon such terms and conditions as it may deem advisable and
at such prices as it may deem best, for cash or on credit or for future delivery
without assumption of any credit risk. The Administrative Agent, any Other
Representative or any Lender shall have the right, to the extent permitted by
law, upon any such sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in the Pledgor,
which right or equity is hereby waived or released. The Administrative 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 of every kind incurred in
respect thereof or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the
Administrative Agent, the Other Representatives and the Lenders hereunder,
including, without limitation, reasonable attorneys' fees and disbursements of
counsel to the Administrative Agent, to the payment in whole or in part of the
Obligations, in such order as the Administrative Agent may elect, and only after
such application and after the payment by the Administrative Agent of any other
amount required by any provision of law, including, without limitation, Section
9-504(1)(c) of the Code, need the Administrative Agent account for the surplus,
if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor
waives all claims, damages and demands it may acquire against the Administrative
Agent, any Other Representative or any Lender arising out of the repossession,
retention or sale of the Collateral, other than any such claims, damages and
demands that may arise from the gross negligence or willful misconduct of any of
them. If any notice of a proposed sale or other disposition of Collateral shall
be required by law, such notice shall be deemed reasonable and proper if given
at least 10 days before such sale or other disposition. The Pledgor waives and
agrees not to assert any rights or privileges which it may acquire under Section
9-112 of the Code. The Pledgor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of Collateral are insufficient to pay
the then outstanding Obligations and the fees and disbursements of any attorneys
employed by the Administrative Agent or any Lender to collect such deficiency.
9. Registration Rights; Private Sales. (a) If the
Administrative 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 reasonable opinion
of the Administrative Agent it is necessary or reasonably advisable to have the
Pledged Stock, or that portion thereof to be sold, registered under the
provisions of the Securities Act, the Pledgor will use its best efforts to cause
the Borrower (i) to execute and deliver, and cause the directors and officers of
the Borrower to execute and deliver, all such
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instruments and documents, and do or cause to be done all such other acts as may
be, in the reasonable opinion of the Administrative Agent, necessary or
reasonably advisable to register the Pledged Stock to be sold, or that portion
thereof to be sold under the provisions of the Securities Act, (ii) to use its
best efforts to cause the registration statement relating thereto to become
effective and to remain effective for a period of not more than one year from
the date of the first public offering of the Pledged Stock, or that portion
thereof to be sold, ending when all such Pledged Stock is sold, and (iii) to
make all amendments thereto and/or to the related prospectus which, in the
reasonable opinion of the Administrative Agent, are necessary or reasonably
advisable, all in conformity with the requirements of the Securities Act and the
rules and regulations of the Securities and Exchange Commission applicable
thereto. If the Administrative 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
reasonable opinion of the Administrative Agent it is necessary or reasonably
advisable to comply with the provisions of the securities or "Blue Sky" laws of
any jurisdiction, the Pledgor agrees to use its best efforts to cause the
Borrower to comply with the provisions of the securities or "Blue Sky" laws of
any and all jurisdictions which the Administrative 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.
(b) The Pledgor recognizes that the Administrative 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. The
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 Administrative
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 Borrower to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if the Borrower would agree to do so.
(c) The Pledgor further agrees to use its best efforts to
do or cause to be done all such other acts as may be necessary to make such sale
or sales of all or any portion of the Pledged Stock pursuant to this Section 9
valid and binding and in compliance with any and all other applicable
Requirements of Law. The Pledgor further agrees that a breach of any of the
covenants contained in this Section will cause irreparable injury to the
Administrative Agent, the Other Representatives and the Lenders, that the
Administrative Agent, the Other Representatives and the Lenders have no adequate
remedy at law in respect of such breach and, as a consequence, that each and
every covenant contained in this Section shall be specifically enforceable
against the Pledgor, and, to the extent permitted by law, the Pledgor hereby
waives and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of Default has
occurred and is continuing under the Credit Agreement.
10. Irrevocable Authorization and Instruction to the
Borrower. The Pledgor hereby authorizes and instructs the Borrower to comply
with any instruction received by it from the Administrative Agent in writing
that (a) states that an Event of Default has occurred and is continuing and (b)
is otherwise in accordance with the terms of this Agreement, without any other
or further instructions from the Pledgor, and the Pledgor agrees that the
Borrower shall be fully protected in so complying.
11. Administrative Agent's Appointment as
Attorney-in-Fact. (a) The Pledgor hereby irrevocably constitutes and appoints
the Administrative Agent and any officer or agent of the Administrative Agent,
with full power of substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of the Pledgor and
in the name of the Pledgor or in the Administrative Agent's own name, from time
to time in the Administrative Agent's discretion, in the event that an Event of
Default has occurred and is continuing, and to the extent permitted by law, to
take any and all appropriate action and to execute any and all documents and
instruments which may be necessary or reasonably desirable to accomplish the
purposes of this
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Agreement, including, without limitation, any financing statements,
endorsements, assignments or other instruments of transfer.
(b) The 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 with respect to the Collateral are powers coupled with an interest and
are irrevocable until payment in full of the Notes, the Reimbursement
Obligations and the other Obligations then due and owing, the termination of the
Commitments and the expiration, termination or return to the Issuing Lender of
the Letters of Credit.
12. Duty of Administrative Agent. The Administrative
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
Administrative Agent deals with similar securities and property for its own
account. None of the Administrative Agent, any Other Representative, any Lender
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 Pledgor 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, the Pledgor authorizes the Administrative Agent to
file financing statements with respect to the Collateral without the signature
of the Pledgor in such form and in such filing offices as the Administrative
Agent reasonably determines appropriate to perfect the security interests of the
Administrative Agent under this Agreement. A carbon, photostatic or other
reproduction of this Agreement shall be sufficient as a financing statement for
filing in any jurisdiction.
14. Authority of Administrative Agent. The Pledgor
acknowledges that the rights and responsibilities of the Administrative Agent
under this Agreement with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Administrative
Agent, the Other Representatives and the Lenders, be governed by the Credit
Agreement and by such other agreements with respect thereto as may exist from
time to time among them, but, as between the Administrative Agent and the
Pledgor, the Administrative Agent shall be conclusively presumed to be acting as
agent for the Lenders with full and valid authority so to act or refrain from
acting, and neither the Pledgor nor the Borrower shall be under any obligation
to make any inquiry respecting such authority.
15. Notices. All notices, requests and demands under this
Agreement shall be given in accordance with Section 11.2 of the Credit
Agreement, except that notice to the Pledgor shall be given at the address set
forth under its signature below.
16. Release of Collateral and Termination. (a) At such
time as the payment in full of the Notes, the Reimbursement Obligations and the
other Obligations then due and owing shall have occurred, the Commitments have
been terminated and the Letters of Credit have expired, terminated or been
returned to the Issuing Lender, the Collateral shall be released from the Liens
created hereby, and this Agreement and all obligations (other than those
expressly stated to survive such termination) of the Administrative Agent and
the Pledgor hereunder shall terminate, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall
revert to the Pledgor. Upon request of the Pledgor following any such
termination, the Administrative Agent shall deliver (at the sole cost and
expense of the Pledgor) to the Pledgor any Collateral held by the Administrative
Agent hereunder, and execute and deliver (at the sole cost and expense of the
Pledgor) to the Pledgor such documents as the Pledgor shall reasonably request
to evidence such termination.
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(b) If any of the Collateral shall be sold, transferred
or otherwise disposed of by the Pledgor in a transaction permitted by the Credit
Agreement, then the Administrative Agent shall execute and deliver to the
Pledgor (at the sole cost and expense of the Pledgor) all releases or other
documents necessary or reasonably desirable for the release of the Liens created
hereby on such Collateral.
17. 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 or
unenforceability 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.
18. 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 Pledgor and the Administrative Agent in accordance with Section
11.1 of the Credit Agreement.
(b) Neither the Administrative Agent, any Other
Representative nor any Lender shall by any act (except by a written instrument
pursuant to paragraph 18(a) hereof), delay, indulgence, omission or otherwise 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 the
Administrative Agent, any Other Representative or any Lender, 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 thereof or the exercise of any other right, power or privilege.
A waiver by the Administrative Agent, any Other Representative or any Lender of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Administrative Agent, such Other
Representative or such Lender 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.
19. Section Headings. The section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or to be taken into consideration in the interpretation
hereof.
20. Successors and Assigns. This Agreement shall be
binding upon the successors and assigns of the Pledgor and shall inure to the
benefit of the Administrative Agent, the Other Representatives and the Lenders
and their successors and assigns.
21. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
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IN WITNESS WHEREOF, the undersigned has caused this Agreement
to be duly executed and delivered as of the date first above written.
RACI HOLDING, INC.
By:
--------------------------------
Title:
Address for Notices
000 Xxxxxxxxx Xxxxx
X.X. Xxx 000
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
Telecopy: (000) 000-0000
AGREED TO AND ACCEPTED
AS OF THE DATE HEREOF BY:
THE CHASE MANHATTAN BANK, as Administrative Agent
By:
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Title:
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ACKNOWLEDGEMENT AND CONSENT
The undersigned hereby acknowledges receipt of a copy of the
Holding Stock Pledge Agreement (as the same may be amended, supplemented, waived
or otherwise modified from time to time, the "Pledge Agreement") dated as of
April 28, 2000 made by RACI Holding Inc. in favor of The Chase Manhattan Bank,
as administrative agent (in such capacity, the "Administrative Agent") for the
several banks and other financial institutions (collectively, the "Lenders")
from time to time parties to the Amended and Restated Credit Agreement dated as
of April 12, 2000 among the undersigned, the Lenders, Chase Securities Inc. and
Banc of America Securities LLC, as joint lead arrangers, Bank of America, N.A.,
as syndication agent, Xxxxxxx Xxxxx Credit Partners, L.P., as documentation
agent (collectively the "Other Representatives") and the Administrative Agent.
The undersigned agrees for the benefit of the Administrative Agent, the Other
Representatives and the Lenders 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 Administrative Agent
promptly in writing of the occurrence of any of the events described in
paragraph 5(a) of the Pledge Agreement.
3. The terms of paragraph 9 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.
REMINGTON ARMS COMPANY, INC.
By:
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Title:
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Address for Notices:
000 Xxxxxxxxx Xxxxx
X.X. Xxx 000
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
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SCHEDULE 1
TO PLEDGE AGREEMENT
DESCRIPTION OF PLEDGED STOCK
Stock
Class of Certificate No. of
Issuer Stock* No. Shares
------ -------- ---------- ------
Remington Arms Company, Inc. 1,
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* Stock is common stock unless otherwise indicated.
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