EXHIBIT 4.10
BORROWER STOCK PLEDGE AGREEMENT
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PLEDGE AGREEMENT, dated as of March 30, 1996, made by Remington Arms
Company, Inc. (formerly named RACI Acquisition Corporation), a Delaware
corporation (the "Borrower") in favor of CHEMICAL BANK, a New York banking
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corporation, as administrative agent (in such capacity, the "Administrative
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Agent") for the several banks and other financial institutions (collectively,
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the "Lenders") from time to time parties to the Credit Agreement, dated as of
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November 30, 1993 (as the same may be amended, supplemented, waived or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
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Administrative Agent, The Chase Manhattan Bank, N.A., Chemical Bank and Union
Bank of Switzerland, New York Branch, as co-agents (each, individually a "Co-
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Agent"; collectively, the "Co-Agents") and the Lenders.
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W I T N E S S E T H :
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WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make Extensions of Credit (as defined in the Credit Agreement) to the
Borrower upon the terms and subject to the conditions set forth in the Credit
Agreement;
WHEREAS, the Borrower is the legal and beneficial owner of the shares
of Pledged Stock (as hereinafter defined) issued by the Issuer (as hereinafter
defined); and
WHEREAS, Borrower has agreed pursuant to the Credit Agreement to
execute and deliver this Pledge Agreement to the Administrative Agent, for the
ratable benefit of the Lenders;
NOW, THEREFORE, in consideration of the premises the Borrower hereby
agrees with the Administrative Agent, for the ratable benefit of the Lenders, as
follows:
1. Defined Terms. (a) Unless otherwise defined herein, capitalized
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terms defined in the Credit Agreement are used herein as defined therein.
(b) The following terms shall have the following meanings:
"Additional Pledged Stock": as defined in Section 5(a).
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"Agreement": this Pledge Agreement, as the same may be amended,
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supplemented, waived or otherwise modified from time to time.
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"Code": the Uniform Commercial Code from time to time in effect in
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the State of New York.
"Collateral": all of the Borrower's right, title and interest in and
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to the Pledged Stock and all Proceeds thereof.
"Issuer": Remington International, Ltd., a Barbados corporation.
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"Obligations": the collective reference to the unpaid principal of
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and interest on (including, without limitation, interest accruing after the
maturity of the Loans and Reimbursement Obligations and interest accruing
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed
in such proceeding) the Loans, the Reimbursement Obligations and all other
obligations and liabilities of the Borrower to the Administrative Agent,
the Co-Agents and the Lenders, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred,
which may arise under, out of, or in connection with, the Credit Agreement,
the Notes, the Letters of Credit, the other Loan Documents, any Interest
Rate Agreement entered into with any Lender, any Guarantee Obligations of
the Borrower referred to in Section 8.4(b) of the Credit Agreement as to
which any Lender is a beneficiary and any other document made, delivered or
given in connection with any of the foregoing, in each case whether on
account of principal, interest, reimbursement obligations, amounts payable
in connection with a termination of any transaction entered into pursuant
to an Interest Rate Agreement entered into with any Lender, amounts payable
to any Lender in connection with any such Guarantee Obligation, fees,
indemnities, costs, expenses or otherwise (including, without limitation,
all reasonable fees and disbursements of counsel to the Administrative
Agent, any Co-Agent or any Lender that are required to be paid by the
Borrower pursuant to the terms of the Credit Agreement or any other Loan
Document).
"Pledged Stock": the shares of capital stock listed on Schedule 1
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hereto, together with all stock certificates, stock options or similar
rights of any nature whatsoever that may be issued or granted by the Issuer
to the Borrower while this Agreement is in effect, including Additional
Pledged Stock.
"Proceeds": all "proceeds" as such term is defined in Section 9-
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306(1) of the Code and, in any event, shall
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include, without limitation, all dividends or other income from the Pledged
Stock, collections thereon or distributions with respect thereto.
"Securities Act": the Securities Act of 1933, as amended.
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(c) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section and paragraph
references are to this Agreement unless otherwise specified.
(d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
2. Pledge; Grant of Security Interest. The Borrower hereby grants to
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the Administrative Agent, for the ratable benefit of the Lenders, a security
interest in the Collateral, as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations, and hereby agrees that it will
deliver or cause to be delivered to the Administrative Agent, for the ratable
benefit of the Lenders, all certificates representing the Pledged Stock no later
than the second Business Day following the date hereof.
3. Stock Powers; Acknowledgment and Consent. Concurrently with the
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delivery to the Administrative Agent of each certificate representing any
Pledged Stock pursuant to paragraph 2 above, the Borrower shall deliver (i) an
undated stock power covering such certificate, duly executed in blank by the
Borrower with, if the Administrative Agent so requests, signature guaranteed and
(ii) an Acknowledgment and Consent, substantially in the form attached hereto as
Exhibit A, duly executed by the Issuer.
4. Representations and Warranties. The Borrower represents and
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warrants that:
(a) The shares of Pledged Stock constitute 65% of the issued and
outstanding shares of all classes of the capital stock of the Issuer held
by the Borrower on the date hereof.
(b) All the shares of the Pledged Stock issued by the Issuer have
been (or, with respect to Additional Pledged Stock, when pledged to the
Administrative Agent, will be) duly and validly issued and are (or, with
respect to Additional Pledged Stock, when pledged to the Administrative
Agent, will be) fully paid and nonassessable.
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(c) The Borrower is (or, with respect to Additional Pledged Stock,
when pledged to the Administrative Agent, will be) the record and
beneficial owner of, and has (or, with respect to Additional Pledged Stock,
when pledged to the Administrative Agent will have) good and marketable
title to, the Pledged Stock, free of any and all Liens or options in favor
of, or material adverse claims on any of the Pledged Stock by, any other
Person, except the security interest created by this Agreement and Liens
arising by operation of law.
(d) Upon delivery to the Administrative Agent of all stock
certificates evidencing any Pledged Stock, the security interest created by
this Agreement, assuming the continuing possession of the Pledged Stock by
the Administrative Agent, will constitute a valid and perfected first
priority security interest in the Collateral to the extent provided in the
Code, enforceable in accordance with its terms against all creditors of the
Borrower and any Persons purporting to purchase any Collateral from the
Borrower, except as affected by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to
or affecting creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied
covenant of good faith and fair dealing; provided, however, that the above
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representation and warranty does not apply to any Lien arising by operation
of law and entitled to a priority over the security interest created by
this Agreement.
5. Covenants. The Borrower covenants and agrees with the
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Administrative Agent and the Lenders that, from and after the date of this
Agreement until payment in full of the Notes, the Reimbursement Obligations and
the other Obligations then due and owing, the termination of the Commitments and
the expiration, termination or return to the Issuing Lender of the Letters of
Credit:
(a) If the Borrower shall, as a result of its ownership of the
Pledged Stock, become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate representing a
stock dividend or a distribution in connection with any reclassification,
increase or reduction of capital or any certificate issued in connection
with any reorganization), stock option or similar rights, whether in
addition to, in substitution of, as a conversion of, or in exchange for any
Pledged Stock, or otherwise in respect thereof (collectively, the
"Additional Pledged Stock"), the Borrower shall accept the same as the
agent of the Administrative Agent and the Lenders, hold the same in trust
for the Administrative Agent, the Co-Agents
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and the Lenders and deliver the same forthwith to the Administrative Agent
in the exact form received, duly indorsed by the Borrower to the
Administrative Agent, if required, together with an undated stock power
covering such certificate duly executed in blank by the Borrower and with,
if the Administrative Agent so requests, signature guaranteed, to be held
by the Administrative Agent, subject to the terms hereof, as additional
collateral security for the Obligations; provided, however, that in no
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event shall the aggregate amount of Pledged Stock be greater than 65% of
the issued and outstanding shares of all classes of the Capital Stock of
the Issuer. Any sums paid upon or in respect of the Pledged Stock upon the
liquidation or dissolution of the Issuer (other than pursuant to a
transaction permitted under Section 8.5 or 8.6 of the Credit Agreement)
shall be paid over to the Administrative Agent to be held by it hereunder
as additional collateral security for the Obligations, and in case any
property shall be distributed upon or with respect to the Pledged Stock
pursuant to the recapitalization or reclassification of the capital of the
Issuer or pursuant to the reorganization thereof (other than pursuant to a
transaction permitted under Section 8.5 or 8.6 of the Credit Agreement),
the property so distributed shall be delivered to the Administrative Agent
to be held by it hereunder as additional collateral security for the
Obligations. If any such sums of money or property so paid or distributed
in respect of the Pledged Stock shall be received by the Borrower, the
Borrower shall, until such money or property is paid or delivered to the
Administrative Agent, hold such money or property in trust for the
Administrative Agent, the Co-Agents and the Lenders, segregated from other
funds of the Borrower, as additional collateral security for the
Obligations.
(b) Without the prior written consent of the Administrative Agent,
the Borrower will not (1) vote to enable, or take any other action to
permit, the Issuer to issue any stock or other equity securities of any
nature or to issue any other securities convertible into or granting the
right to purchase or exchange for any stock or other equity securities of
any nature of the Issuer, to any Person other than the Borrower, except as
permitted under the Credit Agreement, (2) sell, assign, transfer, exchange,
or otherwise dispose of, or grant any option with respect to, the
Collateral, except as permitted by Section 8.5 or 8.6 of the Credit
Agreement, or (3) create, incur or permit to exist any Lien or option in
favor of, or any material adverse claim of any Person with respect to, any
of the Collateral, or any interest therein, except for the security
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interests created by this Agreement and Liens arising by operation of law.
(c) The Borrower shall defend the security interest created by this
Agreement as a perfected security interest against claims and demands of
all Persons whomsoever. At any time and from time to time, upon the
written request of the Administrative Agent, and at the sole expense of the
Borrower, the Borrower will promptly and duly execute and deliver such
further instruments and documents and take such further actions as the
Administrative Agent may reasonably request for the purposes of obtaining
or preserving the full benefits of this Agreement and of the rights and
powers herein granted. In the event that an Event of Default has occurred
and is continuing, if any amount payable under or in connection with any of
the Collateral shall be or become evidenced by any instrument (including
any promissory note) or chattel paper (in each case as defined in the
Code), such instrument or chattel paper shall be immediately delivered to
the Administrative Agent, duly endorsed in a manner satisfactory to the
Administrative Agent, to be held as Collateral pursuant to this Agreement.
Prior to such delivery, the Pledgor shall hold all such instruments and
chattel paper in trust for the Administrative Agent, for the ratable
benefit of the Lenders, and shall not commingle any of the foregoing with
any assets of the Pledgor.
(d) The Borrower shall pay, and save the Administrative Agent, the
Co-Agents and the Lenders harmless from, any and all liabilities with
respect to, or resulting from any delay in paying, any and all stamp,
excise, sales or other similar taxes which may be payable or determined to
be payable with respect to any of the Collateral or in connection with any
of the transactions contemplated by this Agreement.
6. Cash Dividends; Voting Rights. Unless an Event of Default shall
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have occurred and be continuing and the Administrative Agent shall have given
notice to the Borrower of the Administrative Agent's intent to exercise its
corresponding rights pursuant to paragraph 7 below, the Borrower shall be
permitted to receive all dividends and distributions paid or made in respect of
the Pledged Stock and to exercise all voting and corporate and other rights with
respect to the Pledged Stock; provided, however, that no vote shall be cast or
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corporate right exercised or other action taken which would materially impair
the Collateral (other than pursuant to a transaction permitted under the Credit
Agreement) or result in any violation of any provision of the Credit Agreement,
the Notes, this Agreement or any other Loan Document.
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7. Rights of the Lenders, the Co-Agents and the Administrative Agent.
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If an Event of Default shall occur and be continuing and the Administrative
Agent shall give notice to the Borrower of its intent to exercise such rights,
(i) the Administrative Agent shall have the right to receive any and all cash
dividends paid in respect of the Pledged Stock and make application thereof to
the Obligations in such order as the Administrative Agent may determine and (ii)
the Administrative Agent shall have the right to cause all of the Pledged Stock
to be registered in the name of the Administrative Agent or its nominee, and the
Administrative Agent or its nominee may thereafter exercise (x) all voting,
corporate and other rights pertaining to such Pledged Stock at any meeting of
shareholders of the Issuer or otherwise and (y) any and all rights of
conversion, exchange, subscription and any other rights, privileges or options
pertaining to such Pledged Stock as if it were the absolute owner thereof
(including, without limitation, the right to exchange at its discretion any and
all of the Pledged Stock upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of the
Issuer, or upon the exercise by the Borrower or the Administrative Agent of any
right, privilege or option pertaining to such Pledged Stock, and in connection
therewith, the right to deposit and deliver any and all of the Pledged Stock
with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as the Administrative Agent may
determine), all without liability (other than for its gross negligence or
willful misconduct) except to account for property actually received by it, but
the Administrative Agent shall have no duty to the Borrower to exercise any such
right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing; provided that the Administrative Agent shall not exercise
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any voting or other consensual rights pertaining to the Pledged Stock in any way
that would constitute an exercise of the remedies described in paragraph 8 other
than in accordance with such paragraph 8.
8. Remedies. If an Event of Default shall occur and be continuing,
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the Administrative Agent, on behalf of the Lenders, may exercise all rights and
remedies of a secured party under the Code, and, to the extent permitted by law,
all other rights and remedies granted in this Agreement and in any other
instrument or agreement securing, evidencing or relating to the Obligations.
Without limiting the generality of the foregoing, the Administrative Agent,
without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Borrower or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances, to the extent permitted by law, forthwith
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collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, assign, give option or options to purchase
or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange, broker's
board or office of the Administrative Agent, any Co-Agent or any Lender or
elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Administrative Agent, any Co-Agent or any
Lender shall have the right, to the extent permitted by law, upon any such sale
or sales, to purchase the whole or any part of the Collateral so sold, free of
any right or equity of redemption in the Borrower, which right or equity is
hereby waived or released. The Administrative Agent shall apply any Proceeds
from time to time held by it and the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, after deducting all
reasonable costs and expenses of every kind incurred in respect thereof or
incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Administrative Agent, the Co-
Agents and the Lenders hereunder, including, without limitation, reasonable
attorneys' fees and disbursements of counsel to the Administrative Agent, to the
payment in whole or in part of the Obligations, in such order as the
Administrative Agent may elect, and only after such application and after the
payment by the Administrative Agent of any other amount required by any
provision of law, including, without limitation, Section 9-504(1)(c) of the
Code, need the Administrative Agent account for the surplus, if any, to the
Borrower. To the extent permitted by applicable law, the Borrower waives all
claims, damages and demands it may acquire against the Administrative Agent, any
Co-Agent or any Lender arising out of the repossession, retention or sale of the
Collateral, other than any such claims, damages and demands that may arise from
the gross negligence or willful misconduct of any of them. If any notice of a
proposed sale or other disposition of Collateral shall be required by law, such
notice shall be deemed reasonable and proper if given at least 10 days before
such sale or other disposition. The Borrower shall remain liable for any
deficiency if the proceeds of any sale or other disposition of Collateral are
insufficient to pay the then outstanding Obligations and the fees and
disbursements of any attorneys employed by the Administrative Agent, any Co-
Agent or any Lender to collect such deficiency.
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9. Registration Rights; Private Sales. (a) If the Administrative
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Agent shall determine to exercise its right to sell any or all of the Pledged
Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the
Administrative Agent it is necessary or reasonably advisable to have the Pledged
Stock, or that portion thereof to be sold, registered under the provisions of
the Securities Act, provided that such registration and sale are otherwise
permitted under applicable law, the Borrower will use its best efforts to cause
the Issuer thereof (i) to execute and deliver, and cause the directors and
officers of the Issuer to execute and deliver, all such instruments and
documents, and do or cause to be done all such other acts as may be, in the
reasonable opinion of the Administrative Agent, necessary or reasonably
advisable to register the Pledged Stock to be sold, or that portion thereof to
be sold under the provisions of the Securities Act, (ii) to use its best efforts
to cause the registration statement relating thereto to become effective and to
remain effective for a period of not more than one year from the date of the
first public offering of the Pledged Stock, or that portion thereof to be sold,
ending when all such Pledged Stock is sold, and (iii) to make all amendments
thereto and/or to the related prospectus which, in the reasonable opinion of the
Administrative Agent, are necessary or reasonably advisable, all in conformity
with the requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto. If the Administrative
Agent shall determine to exercise its right to sell any or all of the Pledged
Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the
Administrative Agent it is necessary or reasonably advisable to comply with the
provisions of the securities or "Blue Sky" laws of any jurisdiction, the
Borrower agrees to use its best efforts to cause the Issuer to comply with the
provisions of the securities or "Blue Sky" laws of any and all jurisdictions
which the Administrative Agent shall reasonably designate and to make available
to its security holders, as soon as practicable, an earnings statement (which
need not be audited) which will satisfy the provisions of Section 11(a) of the
Securities Act.
(b) The Borrower recognizes that the Administrative Agent may be
unable to effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof. The
Borrower acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private
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sale shall be deemed to have been made in a commercially reasonable manner. The
Administrative Agent shall be under no obligation to delay a sale of any of the
Pledged Stock for the period of time necessary to permit the Issuer thereof to
register such securities for public sale under the Securities Act, or under
applicable state securities laws, even if such Issuer would agree to do so.
(c) The Borrower further agrees to use its best efforts to do or
cause to be done all such other acts as may be necessary to make such sale or
sales of all or any portion of the Pledged Stock pursuant to this paragraph 9
valid and binding and in compliance with any and all other applicable
Requirements of Law. The Borrower further agrees that a breach of any of the
covenants contained in this Section will cause irreparable injury to the
Administrative Agent, the Co-Agents and the Lenders, that the Administrative
Agent and the Lenders have no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this Section
shall be specifically enforceable against the Borrower, and, to the extent
permitted by law, the Borrower hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except for
a defense that no Event of Default has occurred and is continuing under the
Credit Agreement.
10. Irrevocable Authorization and Instruction to the Issuer. The
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Borrower hereby authorizes and instructs the Issuer to comply with any
instruction received by it from the Administrative Agent in writing that (a)
states that an Event of Default has occurred and is continuing and (b) is
otherwise in accordance with the terms of this Agreement, without any other or
further instructions from the Borrower, and the Borrower agrees that the Issuer
shall be fully protected in so complying.
11. Administrative Agent's Appointment as Attorney-in-Fact. (a) The
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Borrower hereby irrevocably constitutes and appoints the Administrative Agent
and any officer or agent of the Administrative Agent, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of the Borrower and in the name of
the Borrower or in the Administrative Agent's own name, from time to time in the
Administrative Agent's discretion, in the event that an Event of Default has
occurred and is continuing, and to the extent permitted by law, to take any and
all appropriate action and to execute any and all documents and instruments
which may be necessary or reasonably desirable to accomplish the purposes of
this Agreement, including, without limitation, any financing statements,
endorsements, assignments or other instruments of transfer.
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(b) The Borrower hereby ratifies all that said attorneys shall
lawfully do or cause to be done pursuant to the power of attorney granted in
paragraph 11(a). All powers, authorizations and agencies contained in this
Agreement with respect to the Collateral are powers coupled with an interest and
are irrevocable until payment in full of the Notes, the Reimbursement
Obligations and the other Obligations then due and owing, the termination of the
Commitments and the expiration, termination or return to the Issuing Lender of
the Letters of Credit.
12. Duty of Administrative Agent. The Administrative Agent's sole
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duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the Code or otherwise,
shall be to deal with it in the same manner as the Administrative Agent deals
with similar securities and property for its own account. None of the
Administrative Agent, any Co-Agent, any Lender nor any of their respective
directors, officers, employees or agents shall be liable for failure to demand,
collect or realize upon any of the Collateral or for any delay in doing so or
shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of the Borrower or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.
13. Execution of Financing Statements. Pursuant to Section 9-402 of
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the Code, the Borrower authorizes the Administrative Agent to file financing
statements with respect to the Collateral without the signature of the Borrower
in such form and in such filing offices as the Administrative Agent reasonably
determines appropriate to perfect the security interests of the Administrative
Agent under this Agreement. A carbon, photostatic or other reproduction of this
Agreement shall be sufficient as a financing statement for filing in any
jurisdiction.
14. Authority of Administrative Agent. The Borrower acknowledges
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that the rights and responsibilities of the Administrative Agent under this
Agreement with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Administrative
Agent, the Co-Agents and the Lenders, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time to time among
them, but, as between the Administrative Agent and the Borrower, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the Lenders with full and valid authority so to act or refrain from acting, and
neither the Borrower nor the Issuer
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shall be under any obligation to make any inquiry respecting such authority.
15. Notices. All notices, requests and demands under this Agreement
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shall be given in accordance with Section 11.2 of the Credit Agreement, except
that notices to the Issuer shall be given at the address set forth under its
signature on Exhibit A attached hereto.
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16. Release of Collateral and Termination. (a) At such time as the
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payment in full of the Notes, the Reimbursement Obligations and the other
Obligations then due and owing shall have occurred, the Commitments have been
terminated and the Letters of Credit have expired, terminated or been returned
to the Issuing Lender, the Collateral shall be released from the Liens created
hereby, and this Agreement and all obligations (other than those expressly
stated to survive such termination) of the Administrative Agent and the Borrower
hereunder shall terminate, all without delivery of any instrument or performance
of any act by any party, and all rights to the Collateral shall revert to the
Borrower. Upon request of the Borrower following any such termination, the
Administrative Agent shall deliver (at the sole cost and expense of the
Borrower) to the Borrower any Collateral held by the Administrative Agent
hereunder, and execute and deliver (at the sole cost and expense of the
Borrower) to the Borrower such documents as the Borrower shall reasonably
request to evidence such termination.
(b) If any of the Collateral shall be sold, transferred or otherwise
disposed of by the Borrower in a transaction permitted by the Credit Agreement,
then the Administrative Agent shall execute and deliver to the Borrower (at the
sole cost and expense of the Borrower) all releases or other documents necessary
or reasonably desirable for the release of the Liens created hereby on such
Collateral.
17. Severability. Any provision of this Agreement which is
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prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
18. Amendments in Writing; No Waiver; Cumulative Remedies. (a)
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None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Borrower and the Administrative Agent in accordance with Section 11.1 of the
Credit Agreement.
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(b) Neither the Administrative Agent, any Co-Agent nor any Lender
shall by any act (except by a written instrument pursuant to paragraph 18(a)
hereof), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions hereof. No failure
to exercise, nor any delay in exercising, on the part of the Administrative
Agent, any Co-Agent or any Lender, any right, power or privilege hereunder shall
operate as a waiver thereof. No single or partial exercise of any right, power
or privilege hereunder shall preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. A waiver by the
Administrative Agent, any Co-Agent or any Lender of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Administrative Agent, such Co-Agent or such Lender would
otherwise have on any future occasion.
(c) The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.
19. Section Headings. The section headings used in this Agreement
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are for convenience of reference only and are not to affect the construction
hereof or to be taken into consideration in the interpretation hereof.
20. Successors and Assigns. This Agreement shall be binding upon the
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successors and assigns of the Borrower and shall inure to the benefit of the
Administrative Agent, the Co-Agents and the Lenders and their successors and
assigns.
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21. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed and delivered as of the date first above written.
REMINGTON ARMS COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Vice President & Controller
ACKNOWLEDGED AND AGREED AS OF
THE DATE HEREOF BY:
CHEMICAL BANK, as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Managing Director
SCHEDULE 1
TO PLEDGE AGREEMENT
DESCRIPTION OF PLEDGED STOCK
Stock
Class of Certificate No. of
Issuer Stock* No. Shares
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Remington International, Ltd. 650
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* Stock is common stock unless otherwise indicated.
ACKNOWLEDGMENT AND CONSENT
The undersigned is the Issuer referred to in the Pledge Agreement, dated
March 30, 1996, made by the Borrower (as defined therein) for the benefit of
Chemical Bank, as Administrative Agent (as amended, supplemented or otherwise
modified from time to time, the "Pledge Agreement") and the undersigned hereby
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acknowledges receipt of a copy of the Pledge Agreement. The undersigned agrees
for the benefit of the Administrative Agent and the Lenders as follows:
1. The undersigned will be bound by the terms of the Pledge Agreement and
will comply with such terms insofar as such terms are applicable to the
undersigned.
2. The undersigned will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in subsection 5(a) of
the Pledge Agreement.
3. (i) The terms of subsection 9(c) of the Pledge Agreement shall apply to
it, mutatis mutandis, with respect to all actions that may be required of it
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under or pursuant to or arising out of Section 9 of the Pledge Agreement.
(ii) Notwithstanding the foregoing, the undersigned (A) does not and shall
not hereby, directly or indirectly, guarantee, assume or in any other manner
become liable for any of the Obligations or any other Indebtedness of the
Borrower, and (B) shall not be bound hereby or obligated hereunder to the extent
that being so bound or obligated would cause the undersigned so to guarantee,
assume or become liable for any of such Obligations or Indebtedness.
REMINGTON INTERNATIONAL, LTD.
By: /s/ Xxxxxx X. Xxxxxx
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[Name] Xxxxxx X. Xxxxxx
[Title] Vice President
Address for Notices:
X.X. Xxx 000
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Xxxxxxx, X.X. 00000-0000
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Fax: (000) 000-0000
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