EXHIBIT 10.6
PLEDGE AGREEMENT
This PLEDGE AGREEMENT, dated as of June 30, 1999 (together with all
amendments, if any, from time to time hereto, this "Agreement") between
Transmedia Network Inc., a Delaware corporation ("Pledgor"), and The Chase
Manhattan Bank ("Lender").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of the date
hereof by and among Pledgor, as Borrower, and the Lender (including all annexes,
exhibits and schedules thereto, and as from time to time amended, restated,
supplemented or otherwise modified, the "Credit Agreement"), the Lender has
agreed to make Loans to Pledgor;
WHEREAS, Pledgor is the record and beneficial owner of the shares of
stock listed in Part A of Schedule I hereto (the "Pledged Shares"); and
WHEREAS, in connection with the making of the Loans and other
extensions of credit under the Credit Agreement and as security for the
obligations of Pledgor under the Credit Agreement, the Lender is requiring that
Pledgor shall have executed and delivered this Agreement and Pledgor has agreed
to pledge the Pledged Collateral (as defined below) to the Lender in accordance
herewith;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and to induce the Lender to make Loans under the Credit
Agreement, it is agreed as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings assigned to such terms in Annex X
attached to the Credit Agreement which Annex X is incorporated by
reference herein.
2. Pledge. Pledgor hereby pledges to the Lender, and grants to the Lender,
a first priority security interest in all of the following
(collectively, the "Pledged Collateral"):
2.1 the Pledged Shares owned by such Pledgor and the certificates
representing such Pledged Shares, and all dividends,
distributions, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of
such Pledged Shares; and
2.2 such portion, as determined by the Lender, of any additional
shares of stock of a Pledged Entity from time to time acquired
by such Pledgor in any manner (which shares shall be deemed to
be part of the Pledged Shares), and the certificates
representing such additional shares, and all dividends,
distributions, cash, instruments
(Page 202 of 252 Pages)
and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in
exchange for any or all of such Pledged Shares.
3. Security for Obligations. This Agreement secures, and the Pledged
Collateral is security for, the prompt payment in full when due,
whether at stated maturity, by acceleration or otherwise, and
performance of all Obligations of any kind under or in connection with
the Credit Agreement and the other Financing Agreements and all
obligations of Pledgor now or hereafter existing under this Agreement
including, without limitation, all reasonable fees, out-of-pocket costs
and expenses whether in connection with collection actions hereunder or
otherwise (collectively, the "Secured Obligations").
4. Delivery of Pledged Collateral. All certificates and instruments
evidencing the Pledged Collateral shall be delivered to and held by or
on behalf of the Lender pursuant hereto. All Pledged Shares shall be
accompanied by duly executed instruments of transfer or assignment in
blank, all in form and substance reasonably satisfactory to the Lender.
5. Representations and Warranties. Pledgor represents and warrants to the
Lender that:
5.1 Pledgor is, and at the time of delivery of the Pledged Shares
to the Lender will be, the sole holder of record and the sole
beneficial owner of such Pledged Collateral pledged by such
Pledgor free and clear of any Lien thereon or affecting the
title thereto, except for any Lien created by this Agreement;
5.2 All of the Pledged Shares have been duly authorized, validly
issued and are fully paid and non-assessable;
5.3 Pledgor has the right to pledge, assign, transfer, deliver,
deposit and set over the Pledged Collateral pledged by such
Pledgor to the Lender as provided herein;
5.4 None of the Pledged Shares has been issued or transferred in
violation of the securities registration, securities
disclosure or similar laws of any jurisdiction to which such
issuance or transfer may be subject;
5.5 All of the Pledged Shares are presently owned by Pledgor and
are presently represented by the certificates listed on Part A
of Schedule I hereto. As of the date hereof, there are no
existing options, warrants, calls or commitments of any
character whatsoever relating to the Pledged Shares;
5.6 No consent, approval, authorization or other order or other
action by, and no notice to or filing with, any Governmental
Authority or any other Person is required (a) for the pledge
by Pledgor of the Pledged Collateral pursuant to this
Agreement or for the execution, delivery or performance of
this Agreement by Pledgor, or (b) to be obtained, given, made
or taken by the Borrower for the exercise by the Lender of the
(Page 203 of 252 Pages)
voting or other rights provided for in this Agreement or the
remedies in respect of the Pledged Collateral pursuant to this
Agreement, except as may be required in connection with such
disposition by laws affecting the offering and sale of
securities generally;
5.7 The pledge, assignment and delivery of the Pledged Collateral
pursuant to this Agreement will create a valid first priority
Lien on and a first priority perfected security interest in
favor of the Lender in the Pledged Collateral and the proceeds
thereof, securing the payment of the Secured Obligations,
subject to no other Lien;
5.8 This Agreement has been duly authorized by all necessary or
proper corporate action, including the consent of stockholders
where required, executed and delivered by Pledgor and
constitutes a legal, valid and binding obligation of Pledgor
enforceable against Pledgor in accordance with its terms;
5.9 The Pledged Shares constitute 100% of the issued and
outstanding shares of stock of each Pledged Entity; and
5.10 The representations and warranties set forth in this Section 5
shall survive the execution and delivery of this Agreement.
6. Covenants. Pledgor covenants and agrees that until the payment in full
of the Secured Obligations and the termination of the Credit Agreement
(the "Termination Date"):
6.1 Without the prior written consent of the Lender, Pledgor will
not sell, assign, transfer, pledge, or otherwise encumber any
of its rights in or to the Pledged Collateral, or any unpaid
dividends, interest or other distributions or payments with
respect to the Pledged Collateral or xxxxx x Xxxx in the
Pledged Collateral, unless otherwise expressly permitted by
the Credit Agreement;
6.2 Pledgor will, at his or her expense, promptly execute,
acknowledge and deliver all such instruments and take all such
actions as the Lender from time to time may reasonably request
in order to ensure to the Lender the benefits of the Liens in
and to the Pledged Collateral intended to be created by this
Agreement, including the filing of any necessary UCC financing
statements, which may be filed by the Lender with or (to the
extent permitted by law) without the signature of Pledgor, and
will cooperate with the Lender, at Pledgor's expense, in
obtaining all necessary approvals and making all necessary
filings under federal, state, local or foreign law in
connection with such Liens or any sale or transfer of the
Pledged Collateral;
6.3 Pledgor has and will defend the title to the Pledged
Collateral and the Liens of the Lender in the Pledged
Collateral against the claim of any Person and will maintain
and preserve such Liens; and
(Page 204 of 252 Pages)
6.4 Pledgor will, upon obtaining ownership of any additional stock
of a Pledged Entity or stock otherwise required to be pledged
to the Lender pursuant to any of the Financing Agreements,
which stock is not already Pledged Collateral, promptly (and
in any event within three (3) Business Days) deliver to the
Lender a Pledge Amendment, duly executed by Pledgor, in
substantially the form of Schedule II hereto (a "Pledge
Amendment") in respect of any such additional stock, pursuant
to which Pledgor shall pledge to the Lender all of such
additional stock. Pledgor hereby authorizes the Lender to
attach each Pledge Amendment to this Agreement and agrees that
all Pledged Shares listed on any Pledge Amendment delivered to
the Lender shall for all purposes hereunder be considered
Pledged Collateral.
7. Pledgor's Rights. As long as no Default or Event of Default shall have
occurred and be continuing and until written notice shall be given to
Pledgor in accordance with Section 8 hereof:
7.1 Pledgor shall have the right, from time to time, to vote and
give consents with respect to the Pledged Collateral, or any
part thereof for all purposes not inconsistent with the
provisions of this Agreement, the Credit Agreement or any
other Financing Agreement; provided, however, that no vote
shall be cast, and no consent shall be given or action taken,
which would have the effect of impairing the position or
interest of the Lender in respect of the Pledged Collateral or
which would authorize, effect or consent to (unless and to the
extent expressly permitted by the Credit Agreement):
(a) the dissolution or liquidation, in whole or in part,
of a Pledged Entity;
(b) the consolidation or merger of a Pledged Entity with
any other Person;
(c) the sale, disposition or encumbrance of all or
substantially all of the assets of a Pledged Entity,
except for Liens in favor of the Lender;
(d) any change in the authorized number of shares, the
stated capital or the authorized share capital of a
Pledged Entity or the issuance of any additional
shares of its stock; or
(e) the alteration of the voting rights with respect to
the stock of a Pledged Entity; and
7.2 Pledgor shall be entitled, from time to time, to collect and
receive for his or her own use all cash dividends and interest
paid in respect of the Pledged Shares to the extent not in
violation of the Credit Agreement other than any and all: (a)
dividends and interest paid or payable other than in cash in
respect of any Pledged Collateral, and instruments and other
property received, receivable or otherwise distributed in
(Page 205 of 252 Pages)
respect of, or in exchange for, any Pledged Collateral; (b)
dividends and other distributions paid or payable in cash in
respect of any Pledged Shares in connection with a partial or
total liquidation or dissolution or in connection with a
reduction of capital, capital surplus or paid-in capital of a
Pledged Entity; and (c) cash paid, payable or otherwise
distributed, in respect of principal of, or in redemption of,
or in exchange for, any Pledged Collateral; provided, however,
that until actually paid, all rights to such distributions
shall remain subject to the Lien created by this Agreement;
and
7.3 All dividends and interest (other than such cash dividends and
interest as are permitted to be paid to Pledgor in accordance
with Section 7.2 above) and all other distributions in respect
of any of the Pledged Shares, whenever paid or made, shall be
delivered to the Lender to hold as Pledged Collateral and
shall, if received by Pledgor, be received in trust for the
benefit of the Lender, be segregated from the other property
or funds of Pledgor, and be forthwith delivered to the Lender
as Pledged Collateral in the same form as so received (with
any necessary indorsement).
8. Defaults and Remedies; Proxy.
8.1 Upon the occurrence of an Event of Default and during the
continuation of such Event of Default, and concurrently with
written notice to Pledgor, the Lender (personally or through
an agent) is hereby authorized and empowered to transfer and
register in its name or in the name of its nominee the whole
or any part of the Pledged Collateral, to exchange
certificates or instruments representing or evidencing Pledged
Collateral for certificates or instruments of smaller or
larger denominations, to exercise the voting and all other
rights as a holder with respect thereto, to collect and
receive all cash dividends, interest, principal and other
distributions made thereon, to sell in one or more sales after
ten (10) days' notice of the time and place of any public sale
or of the time at which a private sale is to take place (which
notice Pledgor agrees is commercially reasonable) the whole or
any part of the Pledged Collateral and to otherwise act with
respect to the Pledged Collateral as though the Lender was the
outright owner thereof. Any sale shall be made at a public or
private sale at the Lender's place of business, or at any
place to be named in the notice of sale, either for cash or
upon credit or for future delivery at such price as the Lender
may deem fair, and the Lender may be the purchaser of the
whole or any part of the Pledged Collateral so sold and hold
the same thereafter in its own right free from any claim of
Pledgor or any right of redemption. Each sale shall be made to
the highest bidder, but the Lender reserves the right to
reject any and all bids at such sale which, in its discretion,
it shall deem inadequate. Demands of performance, except as
otherwise herein specifically provided for, notices of sale,
advertisements and the presence of property at sale are hereby
waived and any sale hereunder may be conducted by an
auctioneer or any officer or agent of the Lender.
(Page 206 of 252 Pages)
8.2 PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE
LENDER AS THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR WITH
RESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO
VOTE THE PLEDGED SHARES, WITH FULL POWER OF SUBSTITUTION TO
DO SO. THE APPOINTMENT OF THE LENDER AS PROXY AND
ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE UNTIL THE TERMINATION DATE. IN ADDITION TO THE
RIGHT TO VOTE THE PLEDGED SHARES, THE APPOINTMENT OF THE
LENDER AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE
RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND
REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE
ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS
OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS
AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE,
AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION
(INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES ON THE
RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON
(INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER
OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT. THE LENDER AGREES THAT
IT SHALL NOT EXERCISE ANY POWER OF AUTHORITY GRANTED TO IT
AS PROXY AND ATTORNEY-IN-FACT OF PLEDGOR UNLESS AN EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING.
NOTWITHSTANDING THE FOREGOING, THE LENDER SHALL NOT HAVE
ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME
AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY
DELAY IN DOING SO.
8.3 If, at the original time or times appointed for the sale of
the whole or any part of the Pledged Collateral, the highest
bid, if there be but one sale, shall be inadequate to
discharge in full all the Secured Obligations, or if the
Pledged Collateral be offered for sale in lots, if at any of
such sales, the highest bid for the lot offered for sale would
indicate to the Lender, in its discretion, that the proceeds
of the sales of the whole of the Pledged Collateral would be
unlikely to be sufficient to discharge all the Secured
Obligations, the Lender may, on one or more occasions and in
its discretion, postpone any of said sales by public
announcement at the time of sale or the time of previous
postponement of sale, and no other notice of such postponement
or postponements of sale need be given, any other notice being
hereby waived; provided, however, that any sale or sales made
after such postponement shall be after ten (10) days' notice
to Pledgor.
8.4 If, at any time when the Lender shall determine to exercise
its right to sell the whole or any part of the Pledged
Collateral hereunder, such Pledged Collateral or the part
(Page 207 of 252 Pages)
thereof to be sold shall not, for any reason whatsoever, be
effectively registered under the Securities Act of 1933, as
amended (the "Act"), the Lender may, in its discretion
(subject only to applicable requirements of law), sell such
Pledged Collateral or part thereof by private sale in such
manner and under such circumstances as the Lender may deem
necessary or advisable, but subject to the other requirements
of this Section 8, and shall not be required to effect such
registration or to cause the same to be effected. Without
limiting the generality of the foregoing, in any such event,
the Lender in its discretion (x) may, in accordance with
applicable securities laws, proceed to make such private sale
notwithstanding that a registration statement for the purpose
of registering such Pledged Collateral or part thereof could
be or shall have been filed under said Act (or similar
statute), (y) may approach and negotiate with a single
possible purchaser to effect such sale, and (z) may restrict
such sale to a purchaser who is an accredited investor under
the Act and who will represent and agree that such purchaser
is purchasing for its own account, for investment and not with
a view to the distribution or sale of such Pledged Collateral
or any part thereof. In addition to a private sale as provided
above in this Section 8, if any of the Pledged Collateral
shall not be freely distributable to the public without
registration under the Act (or similar statute) at the time of
any proposed sale pursuant to this Section 8, then the Lender
shall not be required to effect such registration or cause the
same to be effected but, in its discretion (subject only to
applicable requirements of law), may require that any sale
hereunder (including a sale at auction) be conducted subject
to restrictions:
(a) as to the financial sophistication and ability of any
Person permitted to bid or purchase at any such sale;
(b) as to the content of legends to be placed upon any
certificates representing the Pledged Collateral sold
in such sale, including restrictions on future
transfer thereof;
(c) as to the representations required to be made by each
Person bidding or purchasing at such sale relating to
that Person's access to financial information about
Pledgor and such Person's intentions as to the
holding of the Pledged Collateral so sold for
investment for its own account and not with a view to
the distribution thereof; and
(d) as to such other matters as the Lender may, in its
discretion, deem necessary or appropriate in order
that such sale (notwithstanding any failure so to
register) may be effected in compliance with the
Bankruptcy Code and other laws affecting the
enforcement of creditors' rights and the Act and all
applicable state securities laws.
(Page 208 of 252 Pages)
8.5 Pledgor recognizes that the Lender may be unable to effect a
public sale of any or all the Pledged Collateral and may be
compelled to resort to one or more private sales thereof in
accordance with Section 8.4 above. Pledgor also acknowledges
that any such private sale may result in prices and other
terms less favorable to the seller than if such sale were a
public sale and, notwithstanding such circumstances, agrees
that any such private sale shall not be deemed to have been
made in a commercially unreasonable manner solely by virtue of
such sale being private. The Lender shall be under no
obligation to delay a sale of any of the Pledged Collateral
for the period of time necessary to permit the Pledged Entity
to register such securities for public sale under the Act, or
under applicable state securities laws, even if Pledgor and a
Pledged Entity would agree to do so.
8.6 Pledgor agrees to the maximum extent permitted by applicable
law that following the occurrence and during the continuance
of an Event of Default it will not at any time plead, claim or
take the benefit of any appraisal, valuation, stay, extension,
moratorium or redemption law now or hereafter in force in
order to prevent or delay the enforcement of this Agreement,
or the absolute sale of the whole or any part of the Pledged
Collateral or the possession thereof by any purchaser at any
sale hereunder, and Pledgor waives the benefit of all such
laws to the extent it lawfully may do so. Pledgor agrees that
it will not interfere with any right, power and remedy of the
Lender provided for in this Agreement or now or hereafter
existing at law or in equity or by statute or otherwise, or
the exercise or beginning of the exercise by the Lender of any
one or more of such rights, powers or remedies. No failure or
delay on the part of the Lender to exercise any such right,
power or remedy and no notice or demand which may be given to
or made upon Pledgor by the Lender with respect to any such
remedies shall operate as a waiver thereof, or limit or impair
the Lender's right to take any action or to exercise any power
or remedy hereunder, without notice or demand, or prejudice
its rights as against Pledgor in any respect.
8.7 Pledgor further agrees that a breach of any of the covenants
contained in this Section 8 will cause irreparable injury to
the Lender, that the Lender shall have no adequate remedy at
law in respect of such breach and, as a consequence, agrees
that each and every covenant contained in this Section 8 shall
be specifically enforceable against Pledgor, and Pledgor
hereby waives and agrees not to assert any defenses against an
action for specific performance of such covenants except for a
defense that the Secured Obligations are not then due and
payable in accordance with the agreements and instruments
governing and evidencing such obligations.
9. Waiver. No delay on the Lender's part in exercising any power of sale,
Lien, option or other right hereunder, and no notice or demand which
may be given to or made upon Pledgor by the Lender with respect to any
power of sale, Lien, option or other right hereunder, shall constitute
a waiver thereof, or limit or impair the Lender's right to take any
action or to
(Page 209 of 252 Pages)
exercise any power of sale, Lien, option, or any other right hereunder,
without notice or demand, or prejudice the Lender's rights as against
Pledgor in any respect.
10. Assignment. The Lender may assign, indorse or transfer any instrument
evidencing all or any part of the Secured Obligations as provided in,
and in accordance with, the Credit Agreement, and the holder of such
instrument shall be entitled to the benefits of this Agreement.
11. Termination. Immediately following the Termination Date, the Lender
shall deliver to Pledgor the Pledged Collateral pledged by Pledgor at
the time subject to this Agreement and all instruments of assignment
executed in connection therewith, free and clear of the Liens hereof
and, except as otherwise provided herein, all of Pledgor's obligations
hereunder shall at such time terminate.
12. Lien Absolute. All rights of the Lender hereunder, and all obligations
of Pledgor hereunder, shall be absolute and unconditional irrespective
of:
(a) any lack of validity or enforceability of the Credit
Agreement, any other Financing Agreement or any other
agreement or instrument governing or evidencing any
Secured Obligations;
(b) any change in the time, manner or place of payment
of, or in any other term of, all or any part of the
Secured Obligations, or any other amendment or waiver
of or any consent to any departure from the Credit
Agreement, any other Financing Agreement or any other
agreement or instrument governing or evidencing any
Secured Obligations;
(c) 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;
(d) the insolvency of the Borrower or any of its
Subsidiaries; or
(e) any other circumstance which might otherwise
constitute a defense available to, or a discharge of,
Pledgor.
13. Release. Pledgor consents and agrees that the Lender may at any time,
or from time to time, in its discretion:
(a) renew, extend or change the time of payment, and/or
the manner, place or terms of payment of all or any
part of the Secured Obligations; and
(Page 210 of 252 Pages)
(b) exchange, release and/or surrender all or any of the
Collateral (including the Pledged Collateral), or any
part thereof, by whomsoever deposited, which is now
or may hereafter be held by the Lender in connection
with all or any of the Secured Obligations;
all in such manner and upon such terms as the Lender may deem proper, and
without notice to or further assent from Pledgor, it being hereby agreed that
Pledgor shall be and remain bound upon this Agreement, irrespective of the value
or condition of any of the Collateral, and notwithstanding any such change,
exchange, settlement, compromise, surrender, release, renewal or extension, and
notwithstanding also that the Secured Obligations may, at any time, exceed the
aggregate principal amount thereof set forth in the Credit Agreement, or any
other agreement governing any Secured Obligations.
Pledgor hereby waives notice of acceptance of this Agreement, and also
presentment, demand, protest and notice of dishonor of any and all of the
Secured Obligations, and promptness in commencing suit against any party hereto
or liable hereon, and in giving any notice to or of making any claim or demand
hereunder upon Pledgor. No act or omission of any kind on Lender's part shall in
any event affect or impair this Agreement.
14. Reinstatement. This Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against any
Pledged Entity for liquidation or reorganization, should Pledgor or any
Pledged Entity become insolvent or make an assignment for the benefit
of creditors or should a receiver or trustee be appointed for all or
any significant part of Pledgor's or a Pledged Entity's assets, and
shall continue to be effective or be reinstated, as the case may be, if
at any time payment and performance of the Secured Obligations, or any
part thereof, is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee of the
Secured Obligations, whether as a "voidable preference", "fraudulent
conveyance", or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof,
is rescinded, reduced, restored or returned, the Secured Obligations
shall be reinstated and deemed reduced only by such amount paid and not
so rescinded, reduced, restored or returned.
15. Miscellaneous.
15.1 The Lender may execute any of its duties hereunder by or
through agents or employees and shall be entitled to advice of
counsel concerning all matters pertaining to its duties
hereunder.
15.2 Pledgor agrees to promptly reimburse the Lender for actual
out-of-pocket expenses, including, without limitation,
reasonable counsel fees, incurred by the Lender in connection
with the administration and enforcement of this Agreement.
(Page 211 of 252 Pages)
15.3 Neither the Lender, nor any of its respective officers,
directors, employees, agents or counsel shall be liable for
any action lawfully taken or omitted to be taken by it or them
hereunder or in connection herewith, except for its or their
own gross negligence or willful misconduct as finally
determined by a court of competent jurisdiction.
16. CHOICE OF LAW. THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND
ITS SUCCESSORS AND ASSIGNS, SHALL INURE TO THE BENEFIT OF, AND BE
ENFORCEABLE BY, THE LENDER AND ITS SUCCESSORS AND ASSIGNS, AND
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND PERFORMED IN THAT STATE (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND NONE
OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED,
ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR
AND ON BEHALF OF THE LENDER AND PLEDGOR.
17. Severability. If for any reason any provision or provisions hereof are
determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or effect those
portions of this Agreement which are valid.
18. Notices. Except as otherwise provided herein, whenever it is provided
herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of
the parties by any other party, or whenever any of the parties desires
to give or serve upon any other a communication with respect to this
Agreement, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and either shall
be delivered in person or sent by registered or certified mail, return
receipt requested, with proper postage prepaid, or by facsimile
transmission and confirmed by delivery of a copy by personal delivery
or United States Mail as otherwise provided herein:
If to the Lender, at:
Chase Securities Inc.
Global Client Management
00 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxxx
Telecopy: (000) 000-0000
(Page 212 of 252 Pages)
with a copy to:
Chase Securities Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxxxx Xxxxx
Telecopy: (000) 000-0000
If to Pledgor, at:
Transmedia Network Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000-0000
Attention: Xxxxx Xxxxx
Telecopy: (000) 000-0000
with a copy to:
Xxxxxx Xxxxx & Xxxxxxx, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Telecopy: 000-000-0000
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration or other communication hereunder shall be deemed
to have been duly served, given or delivered (a) upon the earlier of actual
receipt and three (3) Business Days after deposit in the United States Mail,
registered or certified mail, return receipt requested, with proper postage
prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile
transmission (with such telecopy or facsimile promptly confirmed by delivery of
a copy by personal delivery or United States Mail as otherwise provided in this
Section 18, (c) one (1) Business Day after deposit with a reputable overnight
courier with all charges prepaid, or (d) when delivered, if hand-delivered by
messenger. Failure or delay in delivering copies of any notice, demand, request,
consent, approval, declaration or other communication to the persons designated
above to receive copies shall in no way adversely affect the effectiveness of
such notice, demand, request, consent, approval, declaration or other
communication.
19. Section Titles. The Section titles contained in this Agreement are and
shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.
(Page 213 of 252 Pages)
20. Counterparts. This Agreement may be executed in any number of
counterparts, which shall, collectively and separately, constitute one
agreement.
21. Benefit of Lender. All security interests granted or contemplated
hereby shall be for the benefit of the Lender, and all proceeds or
payments realized from the Pledged Collateral in accordance herewith
shall be applied to the Obligations in accordance with the terms of the
Credit Agreement.
[signature page follows]
(Page 214 of 252 Pages)
IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be duly executed as of the date first written above.
TRANSMEDIA NETWORK INC.,
as Pledgor
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
THE CHASE MANHATTAN BANK,
as Lender
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Its: Duly Authorized Signatory
(Page 215 of 252 Pages)
SCHEDULE II
PLEDGE AMENDMENT
This Pledge Amendment, dated ________________, ___ is
delivered pursuant to Section 6.4 of the Pledge Agreement referred to below. All
defined terms used herein shall have the meanings ascribed thereto or
incorporated by reference in the Pledge Agreement. The undersigned hereby
certifies that the representations and warranties in Section 5 of the Pledge
Agreement are and continue to be true and correct, both as to the shares pledged
prior to this Pledge Amendment and as to the shares pledged pursuant to this
Pledge Amendment. The undersigned further agrees that this Pledge Amendment may
be attached to that certain Pledge Agreement, dated as of June 30, 1999,
between undersigned, as Pledgor, and The Chase Manhattan Bank, as Lender (the
"Pledge Agreement") and that the Pledged Shares listed on this Pledge Amendment
shall be and become a part of the Pledged Collateral referred to in said Pledge
Agreement and shall secure all Secured Obligations referred to in said Pledge
Agreement. The undersigned acknowledges that any shares not included in the
Pledged Collateral at the discretion of the Lender may not otherwise be pledged
by Pledgor to any other Person or otherwise used as security for any obligations
other than the Secured Obligations.
--------------------------------------
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Class Certificate Number
Pledged Entity of Stock Number(s) of Shares % Outstanding
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(Page 216 of 252 Pages)
