EXHIBIT 10.32 (A)
PLEDGE AGREEMENT
AGREEMENT dated as of March 11, 1997 between IOMEGA CORPORATION (with its
successors, the Borrower, and, together with any other Person which becomes
a Grantor pursuant to Section 3(B), the Grantors and each a Grantor),
and CITICORP USA, INC., as Security Agent (with its successors in such
capacity, the Security Agent).
W I T N E S S E T H :
WHEREAS, the Borrower, certain banks (the Banks), Citibank, N.A., as
Administrative Agent (the Administrative Agent) and Xxxxxx Guaranty Trust
Company of New York, as Documentation Agent (together with the Administrative
Agent, the Bank Agents), are parties to a Credit Agreement of even date
herewith (as the same may be amended from time to time, the Credit Agreement);
WHEREAS, in order to induce said Banks and Bank Agents to enter into the
Credit Agreement, each Grantor has agreed to grant a continuing security
interest in and to the Collateral (as hereafter defined) to secure the
obligations of the Borrower under the Credit Agreement and the Notes issued
pursuant thereto;
WHEREAS, the Banks and the Bank Agents have appointed Citicorp USA, Inc.,
their Security Agent hereunder;
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
SECTION 1. Definitions.
Terms defined in the Credit Agreement and not otherwise defined herein have,
as used herein, the respective meanings provided for therein. The following
additional terms, as used herein, have the following respective meanings:
Collateral has the meaning assigned to such term in Section 3(A).
Domestic Subsidiary means any Subsidiary which is either incorporated under
the laws of, or has a principal place of business in, the United States or any
State, the District of Columbia or any territory or possession of the United
States.
Foreign Subsidiary means any Subsidiary which is not a Domestic Subsidiary.
Issuer means Iomega International S.A. and any other Subsidiary which owns
trade receivables which, in accordance with GAAP, would be included in trade
receivables on the consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries; provided that the Borrower may, by notice to the
Security Agent, exclude from this definition any Subsidiary so long as such
Subsidiary, together with all other Subsidiaries so excluded, at no time owns
more than 5% of the consolidated trade receivables, less allowance for
doubtful accounts, of the Borrower and its Consolidated Subsidiaries.
Pledged Stock means (i) the Subsidiary Shares and (ii) any other capital stock
required to be pledged to the Security Agent pursuant to Section 3(B).
Secured Obligations means (i) all principal of and interest on any loan under,
or any Note issued pursuant to, the Credit Agreement, (ii) all other amounts
payable by any Grantor hereunder or under the Credit Agreement and (iii) any
renewals or extensions of any of the foregoing. The Secured Obligations shall
include, without limitation, any interest, costs, fees and expenses which
accrue on or with respect to any of the foregoing, whether before or after
the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of any Grantor; provided that, for
the purposes of payments and allocations pursuant to Section 13 after the
commencement of any case, action or other proceeding relating to the
bankruptcy, insolvency or reorganization of the Borrower, each Secured
Obligation shall be deemed to include interest accrued thereon after the
commencement of such proceeding only to the extent that such interest is
allowed in such proceeding (pursuant to Section 506(b) of the United States
Bankruptcy Code or otherwise).
Secured Parties means the Security Agent, the Bank Agents and the Banks.
Security Interests means the security interests in the Collateral granted
hereunder securing the Secured Obligations.
Subsidiary Shares means the capital stock of the Issuers listed in Schedule
I.
Unless otherwise defined herein, or unless the context otherwise requires, all
terms used herein which are defined in the New York Uniform Commercial Code as
in effect on the date hereof shall have the meanings therein stated.
SECTION 2. Representations and Warranties.
Each Grantor represents and warrants as follows:
(A) Title to Pledged Stock. The Grantors own all of the Pledged Stock, free
and clear of any Liens other than the Security Interests. The Pledged Stock
includes all of the issued and outstanding capital stock of each Issuer which
is a Domestic Subsidiary and at least 66% of the issued and outstanding
capital stock of each Issuer which is a Foreign Subsidiary. All of the Pledged
Stock has been duly authorized and validly issued, and is fully paid and non-
assessable, and is subject to no options to purchase or similar rights of any
Person. No Grantor is or will become a party to or otherwise bound by any
agreement, other than this Agreement, which restricts in any manner the rights
of any present or future holder of any of the Pledged Stock with respect
thereto.
(B) Validity, Perfection and Priority of Security Interests. Upon the
delivery of the certificates representing the Pledged Stock to the Security
Agent in accordance with Section 4 hereof, the Security Agent will have valid
and perfected security interests in the Collateral subject to no prior Lien.
No registration, recordation or filing with any governmental body, agency or
official is required in connection with the execution or delivery of this
Agreement or necessary for the validity or enforceability hereof or for the
perfection or enforcement of the Security Interests. Neither the Borrower nor
any of its Subsidiaries has performed or will perform any acts which might
prevent the Security Agent from enforcing any of the terms and conditions of
this Agreement or which would limit the Security Agent in any such
enforcement.
(C) UCC Filing Locations. The chief executive office of the Borrower is
located at its address set forth on the signature pages of the Credit
Agreement. Under the Uniform Commercial Code as in effect in the State in
which such office is located, no local filing is required to perfect a
security interest in collateral consisting of general intangibles.
SECTION 3. The Security Interests.
In order to secure the full and punctual payment of the Secured Obligations in
accordance with the terms thereof, and to secure the performance of all the
obligations of the Grantors hereunder:
(A) Each Grantor hereby assigns and pledges to and with the Security Agent for
the benefit of the Secured Parties and grants to the Security Agent for the
benefit of the Secured Parties security interests in the Pledged Stock, and
all of its rights and privileges with respect to the Pledged Stock, and all
dividends and other payments and distributions with respect thereto, and all
proceeds of the foregoing (the Collateral). Contemporaneously with the
execution and delivery hereof, the Borrower is delivering the certificates
representing the Subsidiary Shares in pledge hereunder.
(B) In the event that any Subsidiary becomes an Issuer, or any Issuer at any
time issues any shares of capital stock of any class to a Grantor or any other
Subsidiary, including, without limitation, any additional or substitute
shares, such Grantor will, or will cause such Subsidiary to take appropriate
steps to become a Grantor hereunder (including, in connection therewith, the
delivery by such Subsidiary Grantor of appropriate limited recourse guaranties
of the Borrower=s obligations under the Credit Agreement and legal opinions
and the making of appropriate representations and warranties) and to,
immediately pledge and deposit with the Security Agent certificates
representing all (or, if such Issuer is a Foreign Subsidiary, at least 66%
of) such shares as additional security for the Secured Obligations. All such
shares constitute Pledged Stock and are subject to all provisions of this
Agreement.
(C) The Security Interests are granted as security only and shall not subject
any Secured Party to, or transfer or in any way affect or modify, any
obligation or liability of the Borrower or any of its Subsidiaries with
respect to any of the Collateral or any transaction in connection therewith.
SECTION 4. Delivery of Pledged Stock.
All certificates representing Pledged Stock delivered to the Security Agent
by the Grantors pursuant hereto shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer
or assignment in blank, with signatures appropriately guaranteed, and
accompanied by any required transfer tax stamps, all in form and substance
satisfactory to the Security Agent.
SECTION 5. Further Assurances.
(A) Each Grantor agrees that it will, at its expense and in such manner and
form as the Security Agent may require, execute, deliver, file and record
any financing statement, specific assignment or other paper and take any
other action that may be necessary or desirable, or that the Security Agent
may request, in order to create, preserve, perfect or validate any Security
Interest or to enable the Security Agent to exercise and enforce its rights
hereunder with respect to any of the Collateral. To the extent permitted by
applicable law, each Grantor hereby authorizes the Security Agent to execute
and file, in the name of the Borrower or otherwise, Uniform Commercial Code
financing statements (which may be carbon, photographic, photostatic or
other reproductions of this Agreement or of a financing statement relating to
this Agreement) which the Security Agent in its sole discretion may deem
necessary or appropriate to further perfect the Security Interests.
(B) Each Grantor agrees that it will not change (i) its name, identity or
corporate structure in any manner or (ii) the location of its chief executive
office unless it shall have given the Security Agent not less than 30 days'
prior notice thereof.
SECTION 6. Record Ownership of Pledged Stock.
The Security Agent may at any time during the continuance of a Default, in
its sole discretion, cause any or all of the Pledged Stock to be transferred
of record into the name of the Security Agent or its nominee. Each Grantor
will promptly give to the Security Agent copies of any notices or other
communications received by it with respect to Pledged Stock registered in its
name and the Security Agent will promptly give to the Borrower copies of any
notices and communications received by the Security Agent with respect to
Pledged Stock registered in the name of the Security Agent or its nominee.
SECTION 7. Right to Receive Distributions on Collateral.
The Security Agent shall have the right to receive and, during the continuance
of any Default, to retain as Collateral hereunder all dividends and other
payments and distributions made upon or with respect to the Collateral, and
each Grantor shall take all such action as the Security Agent may deem
necessary or appropriate to give effect to such right. All such dividends
and other payments and distributions which are received by a Grantor shall be
received in trust for the benefit of the Secured Parties and, if the Security
Agent so directs during the continuance of a Default, shall be segregated from
other funds of such Grantor and shall, forthwith upon demand by the Security
Agent during the continuance of a Default, be paid over to the Security Agent
as Collateral in the same form as received (with any necessary endorsement).
After all Defaults have been cured, the Security Agent's right to retain
dividends and other payments and distributions under this Section 7 shall
cease and the Security Agent shall pay over to such Grantor any such
Collateral retained by it during the continuance of a Default. It is
understood that prior to the occurrence of a Default, all dividends and other
payments and distributions made upon or with respect to the Collateral shall
be distributable to the Grantors.
SECTION 8. Right to Vote Pledged Stock.
Unless a Default shall have occurred and be continuing, each Grantor shall
have the right, from time to time, to vote and to give consents, ratifications
and waivers with respect to its Pledged Stock, and the Security Agent shall,
upon receiving a written request from such Grantor accompanied by a
certificate signed by the principal financial officer of the Borrower stating
that no Default has occurred and is continuing, deliver to such Grantor or as
specified in such request such proxies, powers of attorney, consents,
ratifications and waivers in respect of any of the Pledged Stock which is
registered in the name of the Security Agent or its nominee as shall be
specified in such request and be in form and substance satisfactory to the
Security Agent.
If a Default shall have occurred and be continuing, the Security Agent shall
have the right to the extent permitted by law and each Grantor shall take all
such action as may be necessary or appropriate to give effect to such right,
to vote and to give consents, ratifications and waivers, and take any other
action with respect to any or all of the Pledged Stock with the same force and
effect as if the Security Agent were the absolute and sole owner thereof.
SECTION 9. General Authority.
Each Grantor hereby irrevocably appoints the Security Agent its true and
lawful attorney, with full power of substitution, in the name of the Grantors,
the Security Agent, the Bank Agents, the Banks or otherwise, for the sole use
and benefit of the Secured Parties, but at the expense of such Grantor, to
the extent permitted by law to exercise, at any time and from time to time
while an Event of Default has occurred and is continuing, all or any of the
following powers with respect to all or any of the Collateral:
(i) to demand, xxx for, collect, receive and give acquittance for any
and all monies due or to become due upon or by virtue thereof,
(ii) to settle, compromise, compound, prosecute or defend any action or
proceeding with respect thereto,
(iii) to sell, transfer, assign or otherwise deal in or with the same or
the proceeds or avails thereof, as fully and effectually as if the
Security Agent were the absolute owner thereof, and
(iv) to extend the time of payment of any or all thereof and to make any
allowance and other adjustments with reference thereto;
provided that the Security Agent shall give the relevant Grantor not less than
ten days' prior notice of the time and place of any sale or other intended
disposition of any of the Collateral except any Collateral which threatens to
decline speedily in value or is of a type customarily sold on a recognized
market. The Security Agent and the Grantors agree that such notice
constitutes reasonable notification within the meaning of Section 9-504(3)
of the Uniform Commercial Code.
SECTION 10. Remedies upon Event of Default.
If any Event of Default shall have occurred and be continuing, the Security
Agent may exercise on behalf of the Secured Parties all the rights of a
secured party under the Uniform Commercial Code (whether or not in effect in
the jurisdiction where such rights are exercised) and, in addition, the
Security Agent may, without being required to give any notice, except as
herein provided or as may be required by mandatory provisions of law, (i)
apply the cash, if any, then held by it as Collateral as specified in Section
13 and (ii) if there shall be no such cash or if such cash shall be
insufficient to pay all the Secured Obligations in full, sell the Collateral
or any part thereof at public or private sale or at any broker's board or on
any securities exchange, for cash, upon credit or for future delivery, and
at such price or prices as the Security Agent may deem satisfactory. Any
Bank may be the purchaser of any or all of the Collateral so sold at any
public sale (or, if the Collateral is of a type customarily sold in a
recognized market or is of a type which is the subject of widely distributed
standard price quotations, at any private sale). The Security Agent is
authorized, in connection with any such sale, if it deems it advisable so to
do, (i) to restrict the prospective bidders on or purchasers of any of the
Pledged Stock to a limited number of sophisticated investors who will
represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or sale of any of such
Pledged Stock, (ii) to cause to be placed on certificates for any or all of
the Pledged Stock or on any other securities pledged hereunder a legend to
the effect that such security has not been registered under the Securities
Act of 1933 and may not be disposed of in violation of the provision of said
Act, and (iii) to impose such other limitations or conditions in connection
with any such sale as the Security Agent deems necessary or advisable in
order to comply with said Act or any other law. Each Grantor will execute
and deliver such documents and take such other action as the Security Agent
deems necessary or advisable in order that any such sale may be made in
compliance with law. Upon any such sale the Security Agent shall have the
right to deliver, assign and transfer to the purchaser thereof the Collateral
so sold. Each purchaser at any such sale shall hold the Collateral so sold
absolutely and free from any claim or right of whatsoever kind, including
any equity or right of redemption of the Grantors which may be waived, and
each Grantor, to the extent permitted by law, hereby specifically waives all
rights of redemption, stay or appraisal which it has or may have under any
law now existing or hereafter adopted. The notice (if any) of such sale
required by Section 9 shall (1) in the case of a public sale, state the time
and place fixed for such sale, (2) in the case of a sale at a broker's board
or on a securities exchange, state the board or exchange at which such sale
is to be made and the day on which the Collateral, or the portion thereof
so being sold, will first be offered for sale at such board or exchange, and
(3) in the case of a private sale, state the day after which such sale may
be consummated. Any such public sale shall be held at such time or times
within ordinary business hours and at such place or places as the Security
Agent may fix in the notice of such sale. At any such sale the Collateral
may be sold in one lot as an entirety or in separate parcels, as the Security
Agent may determine. The Security Agent shall not be obligated to make any
such sale pursuant to any such notice. The Security 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 the sale, and such sale may be made at any time or place to which
the same may be so adjourned. In the case of any sale of all or any part of
the Collateral on credit or for future delivery, the Collateral so sold may
be retained by the Security Agent until the selling price is paid by the
purchaser thereof, but the Security Agent shall not incur any liability in
the case of the failure of such purchaser to take up and pay for the
Collateral so sold and, in the case of any such failure, such Collateral may
again be sold upon like notice. The Security Agent, instead of exercising
the power of sale herein conferred upon it, may proceed by a suit or suits
at law or in equity to foreclose the Security Interests and sell the
Collateral, or any portion thereof, under a judgment or decree of a court
or courts of competent jurisdiction.
SECTION 11. Expenses.
The Grantors jointly and severally agree that they will forthwith upon demand
pay to the Security Agent:
(i) the amount of any taxes which the Security Agent may have been
required to pay by reason of the Security Interests or to free any of the
Collateral from any Lien thereon, and
(ii) the amount of any and all out-of-pocket expenses, including the
fees and disbursements of counsel and of any other experts, which the Security
Agent may incur in connection with (w) the administration or enforcement of
this Agreement, including such expenses as are incurred to preserve the value
of the Collateral and the validity, perfection, rank and value of any Security
Interest, (x) the collection, sale or other disposition of any of the
Collateral, (y) the exercise by the Security Agent of any of the rights
conferred upon it hereunder or (z) any Default or Event of Default.
Any such amount not paid on demand shall bear interest at the rate applicable
to Base Rate Borrowings plus 2% and shall be an additional Secured Obligation
hereunder.
SECTION 12. Limitation on Duty of Security Agent in Respect of Collateral.
Beyond the exercise of reasonable care in the custody thereof, the Security
Agent all have no duty as to any Collateral in its possession or control or
in the possession or control of any agent or as to the preservation of rights
against prior parties or any other rights pertaining thereto. The Security
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which it accords its own property, and
shall not be liable or responsible for any loss or damage to any of the
Collateral, or for any diminution in the value thereof, by reason of the act
or omission of any agent selected by the Security Agent in good faith.
SECTION 13. Application of Proceeds.
Upon the occurrence and during the continuance of an Event of Default, the
proceeds of any sale of, or other realization upon, all or any part of the
Collateral and any cash held shall be applied by the Security Agent in the
following order of priorities:
first, to payment of the expenses of such sale or other realization,
including reasonable compensation to agents and counsel for the Security
Agent, and all expenses, liabilities and advances incurred or made by the
Security Agent in connection therewith, and any other unreimbursed expenses
for which any Secured Party is to be reimbursed pursuant to Section 9.03 of
the Credit Agreement or Section 11 hereof and unpaid fees owing to the Bank
Agents under the Credit Agreement;
second, to the ratable payment of unpaid principal of the Secured
Obligations;
third, to the ratable payment of accrued but unpaid interest on the
Secured Obligations in accordance with the provisions of the Credit
Agreement;
fourth, to the ratable payment of all other Secured Obligations, until
all Secured Obligations shall have been paid in full; and
finally, to payment to the Grantors or their successors or assigns, or
as a court of competent jurisdiction may direct, of any surplus then
remaining from such proceeds.
The Security Agent may make distributions hereunder in cash or in kind or,
on a ratable basis, in any combination thereof.
SECTION 14. Concerning the Security Agent.
(A) The Security Agent is authorized to take all such action as is provided
to be taken by it as Security Agent hereunder and all other action reasonably
incidental thereto. As to any matters not expressly provided for herein
(including, without limitation, the timing and methods of realization upon
the Collateral) the Security Agent shall act or refrain from acting in
accordance with written instructions from the Required Banks or, in the
absence of such instructions, in accordance with its discretion.
(B) Citicorp USA, Inc. and its affiliates may accept deposits from, lend money
to, and generally engage in any kind of business with the Borrower or any
Subsidiary or affiliate of the Borrower as if it were not the Security Agent
hereunder.
(C) The obligations of the Security Agent hereunder are only those expressly
set forth herein. Without limiting the generality of the foregoing, the
Security Agent shall not be required to take any action with respect to any
Default or Event of Default, except as expressly provided herein.
(D) The Security Agent may consult with legal counsel, independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with
the advice of such counsel, accountants or experts.
(E) Neither the Security Agent nor any director, officer, agent, or employee
of the Security Agent shall be liable for any action taken or not taken by it
in connection herewith (i) with the consent or at the request of the Required
Banks or (ii) in the absence of its own gross negligence or willful
misconduct. Neither the Security Agent, nor any of its affiliates, nor any
of their respective directors, officers, agents or employees, shall be
responsible for or have any duty to ascertain, inquire into or verify (i) any
statement, warranty or representation made in connection with this Agreement;
(ii) the performance or observance of any of the covenants or agreements of
the Grantors, or (iii) the validity, effectiveness or genuineness of this
Agreement or any instrument or writing furnished in connection herewith. The
Security Agent shall not incur any liability by acting in reliance upon any
notice, consent, certificate, statement, or other writing (which may be a
bank wire, telex or similar writing) believed by it to be genuine or to be
signed by the proper party or parties. The Security Agent shall not be
responsible for the existence, genuineness or value of any of the Collateral
or for the validity, perfection, priority or enforceability of the Security
Interests in any of the Collateral, whether impaired by operation of law or
by reason of any action or omission to act on its part hereunder. The
Security Agent shall have no duty to ascertain or inquire as to the
performance or observance of any of the terms of this Agreement by the
Grantors.
(F) Each Bank shall, ratably in accordance with the amount of its Secured
Obligations, indemnify the Security Agent (to the extent not reimbursed by
the Grantors) against any cost, expense (including counsel fees and
disbursements), claim, demand, action, loss or liability (except such as
result from the Security Agent's gross negligence or willful misconduct)
that the Security Agent may suffer or incur in connection with this
Agreement or any action taken or omitted by the Security Agent hereunder or
thereunder.
(G) The Security Agent may resign at any time by giving written notice of
its resignation to the other Secured Parties and the Borrower. Upon any such
resignation, the Required Banks shall have the right to appoint a successor
Security Agent (a Successor Agent). If no Successor Agent shall have been
so appointed by the Required Banks, and shall have accepted such appointment,
within 30 days after the retiring Security Agent's giving of notice of
resignation, then the retiring Security Agent may, on behalf of the other
Secured Parties, appoint a Successor Agent, which shall be a commercial
bank organized under the laws of the United States of America or of any
State thereof and having a combined capital and surplus of at least
$100,000,000. Upon the acceptance of its appointment as Security Agent
hereunder by a Successor Agent, such Successor Agent shall thereupon succeed
to and become vested with all the rights and duties of the retiring Security
Agent, and the retiring Security Agent shall be discharged from its duties
and obligations hereunder. After any retiring Security Agent's resignation
hereunder as Security Agent, the provisions of this Section shall inure to
its benefit as to any actions taken or omitted to be taken by it while it
was Security Agent.
SECTION 15. Appointment of Co-Agents.
At any time or times, in order to comply with any legal requirement in any
jurisdiction, the Security Agent may appoint another bank or trust company or
one or more other persons, either to act as co-agent or co-agents, jointly
with the Security Agent, or to act as separate agent or agents on behalf of
the Secured Parties with such power and authority as may be necessary for
the effectual operation of the provisions hereof and may be specified in the
instrument of appointment (which may, in the discretion of the Security
Agent, include provisions for the protection of such co-agent or separate
agent similar to the provisions of Section 14).
SECTION 16. Termination of Security Interests; Release of Collateral.
Upon the repayment in full of all Secured Obligations and the termination of
the Commitments under the Credit Agreement, the Security Interests shall
terminate and all rights to the Collateral shall revert to the Grantors. At
any time and from time to time prior to such termination of the Security
Interests, the Security Agent may release any of the Collateral with the
prior written consent of the Required Banks; provided that prior to such
termination, the Security Agent may release all or substantially all of the
Collateral (as defined in the Credit Agreement) only with the consent of all
Banks. Upon any such termination of the Security Interests or release of
Collateral, the Security Agent will, at the expense of the Grantors, execute
and deliver to the Grantors such documents as the Grantors shall reasonably
request to evidence the termination of the Security Interests or the release
of such Collateral, as the case may be.
SECTION 17. Notices.
All notices hereunder shall be in writing (including telex, facsimile or
similar writing) and shall be given to the parties hereto at their respective
addresses, facsimile numbers or telex numbers set forth on the signature
pages hereof or at such other addresses, facsimile numbers or telex numbers
as the addressees may hereafter specify for such purpose by notice to the
other parties hereto. Each such notice, request or other communication
shall be effective (i) if given by telex, when transmitted to the telex
number referred to in this Section and the appropriate answerback is
received, (ii) if given by facsimile, when transmitted to the facsimile
number referred to in this Section and confirmation of receipt is received,
(iii) if given by mail, 72 hours after such communication is deposited in
the mails with first class postage prepaid, addressed as aforesaid or (iv)
if given by any other means, when delivered at the address referred to in
this Section.
SECTION 18. Waivers, Non-Exclusive Remedies.
No failure on the part of any Secured Party to exercise, and no delay in
exercising and no course of dealing with respect to, any right under this
Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise by such party of any right under the Credit Agreement or this
Agreement preclude any other or further exercise thereof or the exercise of
any other right. The rights in this Agreement and the other Loan Documents
are cumulative and are not exclusive of any other remedies provided by law.
SECTION 19. Successors and Assigns.
This Agreement is for the benefit of the Secured Parties and their successors
and assigns, and in the event of an assignment of all or any of the Secured
Obligations, the rights hereunder, to the extent applicable to the
indebtedness so assigned, may be transferred with such indebtedness. This
Agreement shall be binding on the Grantors and their successors and assigns.
SECTION 20. Changes in Writing.
Neither this Agreement nor any provision hereof may be changed, waived,
discharged or terminated orally, but only in writing signed by the Grantors
and the Security Agent with the consent of the Required Banks.
SECTION 21. New York Law.
This Agreement shall be construed in accordance with and governed by the laws
of the State of New York, except as otherwise required by mandatory provisions
of law and except to the extent that remedies provided by the laws of any
jurisdiction other than New York are governed by the laws of such
jurisdiction.
SECTION 22. Severability.
If any provision hereof is invalid or unenforceable in any jurisdiction, then,
to the fullest extent permitted by law, (i) the other provisions hereof shall
remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Security Agent and the other Secured Parties in
order to carry out the intentions of the parties hereto as nearly as may be
possible; and (ii) the invalidity or unenforceability of any provision hereof
in any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
IOMEGA CORPORATION
By /S/ XXXXXX X. XXXXXXX
Name: XXXXXX X. XXXXXXX
Title: TREASURER
Address:1821 XXXX XXXXXX XXX, XXX, XX 00000
Facsimile:
CITICORP USA, INC., as Security Agent
By /S/ XXXXXXX X. XXX
Name: XXXXXXX X. XXX
Title: ATTORNEY-IN-FACT
Address: 000 XXXX XXXXXX, XX, XX 00000
Facsimile:
Schedule I
Subsidiary Shares
Issuer Shares of Capital Stock
Iomega International S.A. Capital Stock
