Exhibit 28
EXECUTION COPY
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (together with all amendments, supplements and
other modifications, if any, from time to time made hereto, this "Pledge
Agreement"), dated as of June 7, 2005, made between Mafco Consolidated Group
Inc., a corporation incorporated under the laws of Delaware (the "Pledgor")
and Bank of America, N.A. as Administrative Agent under the Credit Agreement
(the "Pledgee").
W I T N E S S E T H:
WHEREAS, as a condition to the Pledgee's entering into the Credit
Agreement, dated as of the date hereof among MacAndrews Finance LLC, as
Borrower, the guarantors party thereto, the lenders party thereto and the
Pledgee, as administrative agent for such lenders (together with all
amendments, supplements and other modifications, if any, from time to time
thereafter made thereto, the "Credit Agreement"), the Pledgor is required to
execute and deliver this Pledge Agreement;
WHEREAS, the Pledgor has duly authorized the execution, delivery and
performance of this Pledge Agreement; and
WHEREAS, it is in the best interests of the Pledgor to execute this
Pledge Agreement inasmuch as the Pledgor will derive substantial benefits from
the transactions contemplated by the Credit Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Terms. The following terms when used in this
Pledge Agreement, including the preamble and recitals hereto, shall have the
following meanings (such definitions to be equally applicable to the singular
and plural forms thereof):
"Certificated Security": The meaning specified in Section 8-102(a)(4)
of the UCC.
"Collateral": The meaning specified in Section 2.1.
"Collateral Account": The securities account number P62-012645
established by the Pledgor at Banc of America Services, Inc. and identified by
the name "Bank of America, N.A. Collateral Account of Mafco Consolidated
Group, Inc."
"Collateral Securities": (a) 300,000 (three hundred thousand) shares
of common stock of M & F Worldwide Corp., a Delaware corporation, evidenced by
share certificate number PC 1687, (b) 409,400 (four hundred nine thousand four
hundred) shares of common stock of M & F Worldwide Corp., a Delaware
corporation, evidenced by share certificate number PC 2507, (c) 5,939,400
(five million nine hundred thirty-nine thousand four hundred) shares of common
stock of M & F Worldwide Corp., a Delaware corporation, evidenced by share
certificate number TPC 2691 and (d) all shares of M & F Worldwide Corp., a
Delaware corporation, held in the Collateral Account.
"Credit Agreement": The meaning specified in the preamble.
"Deliver" or "Delivered": The taking of the following steps:
(i) in the case of each Certificated Security in registered form,
causing the delivery of such Certificated Security to the Pledgee
registered in the name of the Pledgee or its affiliated nominee or
endorsed to the Pledgee or in blank, or accompanied by appropriate
undated stock powers duly executed in blank;
(ii) in the case of each Uncertificated Security, either causing such
Uncertificated Security to be continuously registered on the books of the
issuer thereof to the Pledgee, or causing the issuer thereof to agree
with the Pledgor that it will comply with instructions originated by the
Pledgee without further consent of the Pledgor; and
(iii) in any other case, taking such steps as are specified by the
Pledgee in order to ensure that the security interest Granted pursuant to
this Pledge Agreement is at all times valid, perfected and prior to any
other claims therein.
"Grant": To grant, bargain, sell, warrant, alienate, remise, demise,
release, convey, assign, transfer, mortgage, pledge, create and grant a
security interest in and right of setoff against, deposit, set over and
confirm. A Grant of the Collateral Securities, or of any other instrument,
shall include all rights, powers and options (but none of the obligations) of
the granting party thereunder, including the right, subject to the terms of
this Pledge Agreement, to claim for, collect, receive and receipt for
principal and interest payments in respect of such Collateral, and all other
monies payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights
and options, to bring proceedings in the name of the granting party or
otherwise, and generally to do and receive anything that the granting party is
or may be entitled to do or receive thereunder or with respect thereto.
"Obligations": The meaning specified in Section 2.2.
"Pledge Agreement": The meaning specified in the preamble.
"Pledgee": The meaning specified in the preamble.
"Pledgor": The meaning specified in the preamble.
"Proceeds": The meaning specified in Section 9-102(a)(64) of the UCC,
including without limitation all dividends and other payments and
distributions of cash or other property with respect to the Collateral, and
all rights, privileges and other securities of every kind distributed with
respect thereto or in exchange or substitution therefor, upon conversion or
otherwise.
"Registration Rights Agreement": The Registration Rights Agreement,
dated as of June 15, 1995, between M & F Worldwide Corp. (formerly known as
Power Control Technologies Inc.) and the Pledgor (as amended by letter
agreements dated June 26, 1995, February 5, 1996, July 30, 1997, April 28,
1998, November 3, 1998, and June 6, 2005).
"UCC": The Uniform Commercial Code as in effect from time to time in
the State of New York.
"Uncertificated Security": The meaning specified in Section
8-102(a)(18) of the UCC.
SECTION 1.2. Additional Definitions. Capitalized terms used but not
otherwise defined in this Pledge Agreement have the respective meanings
specified in the Credit Agreement.
SECTION 1.3. UCC Definitions. Unless otherwise defined herein or the
context otherwise requires, terms defined in the UCC are used in this Pledge
Agreement as defined therein.
ARTICLE II
PLEDGE
SECTION 2.1. Grant of Security Interest. (a) As collateral security
for the prompt payment in full when due of the Obligations, the Pledgor hereby
pledges, hypothecates, assigns, charges, mortgages, delivers, and transfers
the Collateral to the Pledgee, including without limitation a continuing
security interest in favor of the Pledgee in all of the Pledgor's right, title
and interest in (i) the Collateral Securities, and all replacements and
substitutions therefor (ii) the Collateral Account and (iii) all Proceeds of
any of the foregoing (the "Collateral"). (b) Without limiting the foregoing,
the Pledgor does hereby presently assign to the Pledgee all of the Pledgor's
rights pursuant to the Registration Rights Agreement, the exercise of which by
the Pledgee shall be governed by Section 5.2(v) of this Pledge Agreement. For
the avoidance of doubt, the Pledgee shall not effect either a Demand
Registration or a Piggy-back Registration (as such terms are defined in the
Registration Rights Agreement) unless and until an Event of Default shall have
occurred and be continuing and the Pledgee shall have given notice to the
Pledgor of the Pledgee's intent to exercise its corresponding rights pursuant
to Section 5.2.
SECTION 2.2. Security for Obligations. The security interest in the
Collateral granted by the Pledgor hereunder secures the payment in full of all
the Loan Parties' obligations to the Pledgee under the Loan Documents, whether
now existing or hereafter arising (the "Obligations").
SECTION 2.3. Delivery and Other Perfection. In furtherance of the
Grant by the Pledgor of the security interest in the Collateral in favor of
the Pledgee contained herein, the Pledgor shall have Delivered to the Pledgee
the Collateral Securities, as Collateral hereunder on or prior to the date
hereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Pledgor hereby represents and warrants to the Pledgee as follows:
SECTION 3.1. Ownership, No Liens, etc.
(a) The Pledgor is the owner of the Collateral Securities free and
clear of any Liens of any nature, except such as may have been Granted in
favor of the Pledgee pursuant to this Pledge Agreement. No effective
financing statement or other instrument similar in effect covering all or
any part of the Collateral is on file in any recording office of any
jurisdiction except such as may have been filed in favor of the Pledgee
relating to this Pledge Agreement.
(b) The Pledgor has acquired its ownership of the Collateral
Securities in good faith without notice of any adverse claim.
(c) The Pledgor has not assigned, pledged or otherwise encumbered any
interest in any Collateral other than interests Granted pursuant to this
Pledge Agreement.
(d) The Pledgor has full right to Grant a security interest in and
assign and pledge the Collateral to the Pledgee.
(e) The Grant by the Pledgor of the security interest hereunder and
the Delivery of the Collateral Securities to the Pledgee are effective to
create a valid, perfected, first priority security interest in such
Collateral Securities and all Proceeds thereof, securing the Obligations.
SECTION 3.2. Authorization, Approval, etc. No authorization,
approval, or other action by, and no notice to or filing with, any
governmental authority, regulatory body or any other Person that has not been
obtained is required either for the pledge by the Pledgor of the Collateral
pursuant to this Pledge Agreement or for the exercise by the Pledgee of the
rights provided for in this Pledge Agreement or the remedies in respect of the
Collateral pursuant to this Pledge Agreement, the UCC or other applicable law.
SECTION 3.3. Compliance with Laws. The Pledgor is in compliance with
the requirements of all applicable laws, rules, regulations and orders of
every governmental authority or regulatory body, the non-compliance with which
might materially adversely affect the value of the Collateral as collateral
security.
SECTION 3.4. Office of Pledgor. The Pledgor represents and warrants
that its sole place of business and chief executive office and the office
where it keeps its records concerning the Collateral is located at its address
at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Pledgor has no trade
name. The Pledgor has not been known by any legal name different from the one
set forth on the signature page hereto other than as set forth on Schedule I
attached hereto.
SECTION 3.5. Pledgor Information. Schedule I attached hereto and made
a part hereof sets forth the Pledgor's name as it appears in its official
filings in its state of organization, the type of entity of Pledgor, the
organizational number issued by the Pledgor's state of organization (or a
statement that no such number has been issued) and the Pledgor's state of
organization.
ARTICLE IV
RIGHTS OF PLEDGOR
SECTION 4.1. Votes, Consents, etc. Unless and until an Event of
Default shall have occurred and be continuing and the Pledgee shall have given
notice to the Pledgor of the Pledgee's intent to exercise its corresponding
rights pursuant to Section 5.2, the Pledgor shall have the right to vote any
and all of the Pledged Securities and to give consents, waivers and
ratifications in respect of the Pledged Securities. Whenever an Event of
Default shall have occurred and be continuing and the Pledgee shall have given
notice to the Pledgor of the Pledgee's intent to exercise its corresponding
rights pursuant to Section 5.2, the Pledgee may, to the extent that it has not
previously done so, transfer into its name, or into the name of its nominee or
nominees, any or all of the Pledged Securities and may vote any or all of the
Pledged Securities (whether or not so transferred) and may give all consents,
waivers and ratifications in respect thereof and may otherwise act with
respect thereto as though it were the outright owner thereof, and the Pledgor
hereby irrevocably constitutes and appoints the Pledgee as the proxy and
attorney-in-fact of the Pledgor, with full power of substitution, to do so.
SECTION 4.2. Dividends and Distributions on Pledged Securities.
Except as otherwise provided in Section 5.2, all cash dividends or
distributions in respect of the Pledged Securities shall be paid to the
Pledgor. All such dividends in respect of any of the Pledged Securities to be
paid to the Pledgee as provided in Section 5.2 shall be delivered to the
Pledgee and held by it as part of the Collateral subject to the security
interest Granted herein and on the terms set forth herein until the relevant
Event of Default shall have been cured. All other dividends and distributions
in respect of the Pledged Securities that are made in connection with the
dissolution of the issuer thereof or a liquidation of all or substantially all
of the assets of the issuer thereof shall be paid to the Pledgee and held by
it as part of the Collateral subject to the security interest Granted herein
and on the terms set forth herein, and if any such dividend or distribution is
paid to or received by the Pledgor, the Pledgor shall hold the same in trust
for the Pledgee and promptly deliver the same to the Pledgee in the exact form
received, together with any necessary endorsement.
ARTICLE V
COVENANTS; REMEDIES
SECTION 5.1. Covenants. The Pledgor will not, without the prior
written consent of the Pledgee:
(i) sell, transfer, exchange or otherwise dispose of, or pledge,
mortgage, hypothecate or otherwise encumber (or permit such to occur or
suffer such to exist), any part of the Collateral;
(ii) cancel or terminate any Collateral or consent to or accept any
cancellation or termination thereof;
(iii) materially amend or otherwise materially modify any Collateral
or give any consent, waiver or approval thereunder;
(iv) waive any default under or breach with respect to the
Collateral; or
(v) take any other action in connection with any Collateral which
would materially impair the value of the interest or rights of the
Pledgor thereunder or which would materially impair the interest or
rights of the Pledgee.
SECTION 5.2. Remedies, etc. During the period in which an Event of
Default shall have occurred and be continuing:
(a) The Pledgee may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party under the
UCC (whether or not the UCC applies to the affected Collateral) and also
may, without notice except as specified below, sell the Collateral or any
part thereof in one or more parcels at public or private sale, at any of
the Pledgee's offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as the Pledgee may deem commercially
reasonable, and may bid for and purchase any or all of the Collateral at
any such sale. The Pledgor agrees that, to the extent notice of sale
shall be required by law, at least ten days' prior notice to the Pledgor
of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification. The
Pledgee shall not be obligated to make any sale of the Collateral
regardless of notice of sale having been given. The Pledgee may adjourn
any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.
(b) The Pledgee may:
(i) transfer all or any part of the Collateral Securities into the
name of the Pledgee or its nominee or nominees;
(ii) collect and receive all of the dividends and other distributions
in respect of the Collateral Securities, and apply such dividends and
other distributions, at its discretion, as provided in Section 5.6;
(iii) vote all or any part of the Collateral Securities (whether or
not transferred into the name of the Pledgee) and give all consents,
waivers and ratifications and exercise all rights in respect thereof as
though it were the outright owner thereof;
(iv) execute (in the name, place and stead of any of the Pledgor)
endorsements, assignments, stock powers and other instruments of
conveyance or transfer with respect to all or any of the Collateral
Securities; and
(v) exercise all or any of the rights of the Pledgor pursuant to the
Registration Rights Agreement, as the assignee of such rights pursuant to
the assignment of such rights contained in Section 2.1 of this Pledge
Agreement.
SECTION 5.3. Compliance with Restrictions. The Pledgor agrees that in
any sale of any of the Collateral whenever an Event of Default shall have
occurred and be continuing, the Pledgee is hereby authorized to comply with
any limitation or restriction in connection with such sale as it may be
advised by counsel is necessary in order to avoid any violation of applicable
law (including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications, and restrict such prospective bidders
and purchasers to persons who will represent and agree that they are
purchasing for their own account for investment and not with a view to the
distribution or resale of such Collateral), or in order to obtain any required
approval of the sale or of the purchaser by any governmental regulatory
authority or official, and the Pledgor further agrees that such compliance
shall not result in such sale being considered or deemed not to have been made
in a commercially reasonable manner, nor shall the Pledgee be liable nor
accountable to the Pledgor for any discount allowed by the reason of the fact
that such Collateral is sold in compliance with any such limitation or
restriction.
SECTION 5.4. Change of Particulars. Without the prior consent of the
Pledgee, the Pledgor shall not change its name, its type of entity, and its
state of organization, in each case from that set forth on Schedule I hereto.
SECTION 5.5. Private Sale. The Pledgee shall incur no liability as a
result of a sale of the Collateral, or any part thereof, at any private sale
pursuant to Section 5.2 conducted in a commercially reasonable manner. The
Pledgor hereby waives any claims against the Pledgee arising by reason of the
fact that the price at which the Collateral may have been sold at such a
private sale was less than the price which might have been obtained at a
public sale.
SECTION 5.6. Application of Proceeds. Except as otherwise herein
expressly provided, the proceeds of any collection, sale or other realization
on all or any part of the Collateral pursuant hereto, shall be applied by the
Pledgee toward payment of the Obligations in such order and manner as the
Pledgee, in its discretion, may deem advisable. Any surplus remaining shall be
delivered to the Pledgor or as a court of competent jurisdiction may direct.
As used in this Section, "proceeds" of the Collateral shall mean
cash, securities and other property realized in respect of, and distributions
in kind of, the Collateral, including any thereof received under any
reorganization, liquidation or adjustment of debt of the Pledgor or any issuer
of or obligor on any of the Collateral.
SECTION 5.7. Indemnity and Expenses. The Pledgor hereby indemnifies
and holds harmless the Pledgee from and against any and all claims, losses,
and liabilities arising out of or resulting from this Pledge Agreement
(including enforcement of this Pledge Agreement), except claims, losses, or
liabilities resulting from the Pledgee's gross negligence or willful
misconduct. Upon demand, the Pledgor will pay to the Pledgee the amount of any
and all reasonable out-of-pocket expenses, including the reasonable fees and
disbursements of its counsel and of any experts and agents, which the Pledgee
may incur in connection with:
(a) the administration of this Pledge Agreement, and any document
related thereto;
(b) the custody, preservation, use, or operation of, or the sale of,
collection from, or other realization upon, any of the Collateral;
(c) the exercise of any of the rights of the Pledgee hereunder or
under the Registration Rights Agreement (in accordance with this Pledge
Agreement); or
(d) the failure by the Pledgor to perform or observe any of the
provisions hereof.
SECTION 5.8. Further Assurances. The Pledgor covenants and agrees
that, from time to time upon the written request of the Pledgee, the Pledgor
will execute and deliver such further documents and do such other acts and
things as the Pledgee may reasonably request in order fully to effect the
purposes of this Pledge Agreement and to protect and preserve the priority and
validity of the security interest granted hereunder or to enable the Pledgee
to exercise and enforce its rights and remedies hereunder (or under the
Registration Rights Agreement (in accordance with this Pledge Agreement)) with
respect to any Collateral. Without limiting the generality of the foregoing,
the Pledgor will
(a) if any Collateral shall be evidenced by a promissory note or
other instrument, negotiable document or chattel paper, deliver and
pledge to the Pledgee hereunder such promissory note or instrument,
negotiable document or chattel paper duly endorsed and accompanied by
duly executed instruments of transfer or assignment, all in form and
substance satisfactory to the Pledgee; and
(b) execute and file such financing or continuation statements, or
amendments thereto, and such other instruments or notices, as may be
necessary or desirable, or as the Pledgee may request, in order to
perfect and preserve the assignment and security interest granted or
purported to be granted hereby.
With respect to the foregoing and the grant of the security interest
hereunder, the Pledgor hereby authorizes the Pledgee to file one or more
financing or continuation statements, and amendments thereto, relative to all
or any part of the Collateral without the signature of the Pledgor where
permitted by law; and the Pledgee agrees to notify the Pledgor of any such
action taken by it. Such financing statements may describe the Collateral in
the same manner as described in this Pledge Agreement or may contain an
indication of collateral that describes such property in any other manner as
the Pledgee may determine, in its sole discretion, is necessary, advisable or
prudent to ensure the perfection of the security interest in the Collateral
Granted to the Pledgee pursuant hereto, including, without limitation,
describing such property as "all shares" in the applicable entity. A carbon,
photographic or other reproduction of this Pledge Agreement or any financing
statement covering the Collateral or any part thereof shall be sufficient as a
financing statement where permitted by law.
ARTICLE VI
THE PLEDGEE
SECTION 6.1. Pledgee Appointed Attorney-in-Fact. The Pledgor hereby
appoints the Pledgee as the Pledgor's attorney-in-fact, with full authority in
the place and stead of the Pledgor and in the name of the Pledgor, from time
to time in the Pledgee's discretion, after the occurrence and during the
continuation of an Event of Default, to take any action and to execute any
instrument which the Pledgee may deem necessary or advisable to accomplish the
purposes of this Pledge Agreement, including without limitation:
(a) to ask, demand, collect, xxx for, recover, compromise, receive
and give acquittance and receipts for moneys due and to become due under
or in respect of any of the Collateral;
(b) to receive, endorse and collect any drafts or other instruments
and documents, in connection with clause (a) above; and
(c) to file any claims or take any action or institute any
proceedings which the Pledgee may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights of
the Pledgee with respect to any of the Collateral.
The Pledgor hereby acknowledges, consents and agrees that the power of
attorney granted pursuant to this Section is irrevocable during the term of
this Agreement and is coupled with an interest.
SECTION 6.2. Pledgee May Perform. The Pledgee may from time to time,
at its option, perform any act which the Pledgor agrees hereunder to perform
and which the Pledgor shall fail to perform after being requested in writing
so to perform (it being understood that no such request need be given after
the occurrence and during the continuance of an Event of Default) and the
Pledgee may from time to time take any other action which the Pledgee
reasonably deems necessary for the maintenance, preservation or protection of
any of the Collateral or of its security interest therein.
SECTION 6.3. Pledgee Has No Duty. The powers conferred on the Pledgee
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty on it to exercise any such powers. Except for reasonable care
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Pledgee shall have no duty as to any Collateral
or responsibility for:
(a) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not the Pledgee has or is deemed to have knowledge
of such matters, or
(b) taking any necessary steps to preserve rights against prior
parties or any other rights pertaining to any Collateral.
Notwithstanding anything herein to the contrary, the Pledgee shall
have no duties, obligations or responsibilities except as expressly set forth
in this Pledge Agreement. The Pledgee shall have no liability whatsoever for
any action taken or omitted by it or in connection herewith unless caused
solely by its gross negligence or willful misconduct. The Pledgee shall have
no fiduciary duty, obligation or responsibility in respect of the Pledgor or
any indirect beneficiary of this Pledge Agreement or the Collateral.
SECTION 6.4. Reasonable Care. The Pledgee is required to exercise
reasonable care in the custody and preservation of any of the Collateral in
its possession; provided, however, the Pledgee shall be deemed to have
exercised reasonable care in the custody and preservation of any of the
Collateral, if it acts in a manner consistent with practices and procedures
followed by the Pledgee with respect to assets similar to the Collateral that
the Pledgee manages or holds for its own account as for the account of others.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 7.1. Waivers, Amendments, etc. The provisions of this Pledge
Agreement may from time to time be amended, modified or waived only by a
written instrument executed by the Pledgor and the Pledgee. No failure or
delay on the part of the Pledgee in exercising any power or right under this
Pledge Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Pledgor in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by the Pledgee under
this Pledge Agreement shall, except as may be otherwise stated in such waiver
or approval, be applicable to subsequent transactions. No waiver or approval
shall require any similar or dissimilar waiver or approval thereafter to be
granted hereunder.
SECTION 7.2. Notices. All notices and other communications provided
for hereunder shall be in writing (including telecopy communication)
telecopied or delivered:
(a) if to the Pledgor, care of MacAndrews & Forbes Holdings Inc., 00
Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, attention: Xxxx X. Xxxxxxx, Chief
Financial Officer, telephone number 000-000-0000, telecopier number
212-572-5965; and
(b) if to the Pledgee, to its address at 000 Xxxxx Xxxxxx, Xxxxx 00X,
Xxx Xxxx, Xxx Xxxx 00000, attention: Xxxx Xxxxxx, telephone number
000-000-0000, telecopier number 000-000-0000.
or, as to each party, at such other address as shall be designated by such
party in a written notice to the other party. All such notices and
communications shall, when delivered or telecopied, be effective when
delivered or transmitted by telecopier, respectively.
SECTION 7.3. Headings. The various headings of this Pledge Agreement
are inserted for convenience only and shall not affect the meaning or
interpretation of this Pledge Agreement or any provisions hereof.
SECTION 7.4. Severability. To the fullest extent permitted by law,
any provision of this Pledge Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such provision and such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Pledge Agreement or affecting
the validity or enforceability of such provision in any other jurisdiction.
SECTION 7.5. Execution in Counterparts. This Pledge Agreement may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one
and the same agreement.
SECTION 7.6. Governing Law; Submission to Jurisdiction, Etc.. This
Pledge Agreement shall be governed by, and construed in accordance with, the
law of the State of New York. Each party hereto hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York state court sitting in the county of
New York for the purposes of all legal proceedings arising out of or relating
to this Pledge Agreement or the transactions contemplated hereby. Each party
hereto irrevocably waives, to the fullest extent permitted by applicable law,
any objection that it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
SECTION 7.7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS PLEDGE AGREEMENT, THE SECURITY INTEREST GRANTED HEREBY OR THE
ACTIONS OF THE PLEDGEE IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR
ENFORCEMENT HEREOF.
SECTION 7.8. Successors and Assigns. This Pledge Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that the Pledgor may not
assign or transfer its rights or obligations hereunder, and any attempted
assignment or transfer shall be null and void.
SECTION 7.9. Termination. Upon the termination of the Commitments and
the payment in full of all Obligations, the security interest granted herein
shall terminate and all rights to the Collateral shall revert to the Pledgor.
Upon any such termination, the Pledgee will, at the Pledgor's sole expense,
deliver to the Pledgor, without any representations, warranties or recourse of
any kind whatsoever, all certificates and instruments representing or
evidencing all of the Collateral held by the Pledgee hereunder, and execute
and deliver to the Pledgor (or such other person as the Pledgor shall request)
such documents as the Pledgor shall reasonably request to evidence such
termination.
THE REMAINDER OF THIS PAGE HAS
BEEN INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be duly executed as of the day and year first above written.
MAFCO CONSOLIDATED GROUP INC.
as Pledgor
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
BANK OF AMERICA, N.A., as
Administrative Agent as Pledgee
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
SCHEDULE I
PLEDGOR INFORMATION
1) Pledgor's official name: Mafco Consolidated Group Inc.
2) Type of entity (e.g., corporation, partnership, business trust,
limited partnership, limited liability company): Corporation
3) Organizational identification number issued by Pledgor's state of
organization (or a statement that no such number has been issued):
2162426
4) State of Organization: Delaware
5) Other legal names by which Pledgor has been known:
x. Xxxxxx Investments, Inc.
b. Abex Inc.
