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EXHIBIT 99.C
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this "Agreement") is made as of August 25, 1993, by
XXXXXXX X. XXXXXX, an individual resident in the State of Illinois ("Xxxxxx"),
in favor of NATIONAL WESTMINSTER BANK USA, a national banking association
having an office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Bank").
WITNESSETH:
WHEREAS, Xxxxxx directly or indirectly, is the legal and beneficial owner
of certain issued and outstanding shares of the Class B Common Stock of Fruit
of the Loom, Inc., a Delaware corporation (the "Company");
WHEREAS, pursuant to an Assignment of Accounts agreement by and between
Xxxxxx and the Bank made as of April 10, 1987 (the "Assignment Agreement"),
Xxxxxx pledged to the Bank, and granted to the Bank a first priority security
interest in, a certificate of deposit in the original principal amount of
$13,200,000;
WHEREAS, the Assignment Agreement was made in connection with a certain
guaranty executed by Xxxxxx on April 10, 1987 (the "Guaranty") in favor of the
Bank pursuant to which Xxxxxx provided an unlimited guaranty to the Bank of
VBQ's (as hereinafter defined) obligations under the Reimbursement Agreement
(as hereinafter defined) and as collateral security for the due payment and
performance of all indebtedness and other liabilities and obligations of Condec
Corporation ("Condec"), now VBQ, Inc. ("VBQ"), arising out of or in any way
connected with a Letter of Credit Reimbursement Agreement (the "Reimbursement
Agreement") made as of April 15, 1987 pursuant to which VBQ (then Condec) made
certain agreements with the Bank in consideration for the Bank's issuance of a
letter of credit (the "Letter of Credit")(the obligations under the
Reimbursement Agreement and Xxxxxx'x obligations under the Guaranty
collectively, the "Obligations");
WHEREAS, Xxxxxx has requested the release and substitution of $4,500,000
(the "Base Amount") of the cash collateral currently held by the Bank pursuant
to the Assignment Agreement with 282,353 shares of Class B Common Stock of the
Company, the equal number of shares of Class A Common Stock of the Company in
which such Class B shares can be converted have a market value equal to at
least two times the Base Amount, or $9,000,000.
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NOW, THEREFORE, in consideration of the Bank's release of the Base Amount
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Xxxxxx hereby agrees with the Bank as follows:
SECTION 1. Definitions. Capitalized terms used herein shall have the
meanings ascribed to them in the Reimbursement Agreement, unless otherwise
defined herein. Unless otherwise defined herein or in the Reimbursement
Agreement, terms defined in Article 9 of the UCC are used herein as therein
defined. "UCC" means the Uniform Commercial Code as in effect in the State of
New York on the date such law is applied; provided; however, that, in the event
that, by reason of mandatory provisions of law, any or all of the attachment,
perfection or priority of the Bank's security interest in the Pledged
Collateral (as such term is hereinafter defined) is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New
York, the term "UCC" means the Uniform Commercial Code as in effect in such
other jurisdiction for purposes of the provisions thereof relating to such
attachment, perfection or priority and for purposes of definitions related to
such provisions.
SECTION 2. Pledge. Xxxxxx hereby pledges to the Bank, and otherwise grants
to the Bank a first priority security interest in, the following (collectively,
the "Pledged Collateral"):
(a) 282,353 shares of Class B Common Stock of the Company owned by
Xxxxxx, the shares of Class A Common Stock equivalent of which have a
market value of at least Nine Million United States Dollars $9,000,000 as
of the close of business of the day prior to the date hereof (the "Pledged
Shares");
(b) all certificates or instruments representing or evidencing any of
the Pledged Shares;
(c) all additional shares of stock of the Company or any successor in
interest thereto from time to time delivered to the Bank pursuant to this
Agreement in any manner (which shares shall be deemed to be part of the
Pledged Shares), and the certificates or instruments representing or
evidencing such additional shares; and
(d) all dividends, cash, securities (including shares of Class A
Common Stock of the Company), instruments and other property and proceeds
from time to time received, receivable or otherwise distributed in respect
of, in substitution for, in addition to or in exchange for any of
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the foregoing and all certificates or instruments representing or
evidencing the same.
SECTION 3. Security for Obligations. This Agreement secures, and the
Pledged Collateral is security for, the payment in full when due, whether at
stated maturity, by acceleration or otherwise, and satisfaction of, all of the
Obligations and the reasonable costs of collection of such Obligations and the
expenses under this Agreement (the "Secured Obligations").
SECTION 4. Delivery of Pledged Collateral
(a) Xxxxxx shall deliver to the Bank any and all certificates or
instruments representing or evidencing the Pledged Collateral, and such
certificates and instruments shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer
or assignment in blank, together with all applicable stock transfers tax
stamps affixed thereto, all in form and substance satisfactory to the Bank.
Such certificates and instruments shall be held by or on behalf of the Bank
pursuant to this Agreement. The Bank shall have the right, at any time in
its discretion and without notice to Xxxxxx, to appoint one or more agents
for the purpose of retaining physical possession of the certificates or
instruments representing or evidencing the Pledged Shares and other Pledged
Collateral and for the purpose of administering this Agreement. In
addition, the Bank shall have the right at any time to exchange
certificates or instruments representing or evidencing the Pledged
Collateral for certificates or instruments of different denominations.
(b) With the delivery of the Pledged Shares, Xxxxxx shall provide to
the Bank the following:
(i) a copy of the resolutions of the Board of Directors of the
Company certified by the Secretary thereof authorizing the
filing of the Registration Statement on Form S-3 covering
the Pledged Shares (the "Registration Statement") and the
execution and delivery of the Registration Rights Agreement
related thereto;
(ii) an originally signed copy of the Registration Statement; and
(iii) The Registration Rights Agreement covering the Pledged
Shares in form and substance satisfactory to the Bank.
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SECTION 5. Increases to and Releases of Pledged Shares.
(a) If the average of the closing prices of the Company's publicly
traded Class A Common Stock for the ten (10) trading days preceding the end
of any calendar quarter (or the giving of notice thereof from the Bank to
Xxxxxx) declines such that the ratio of the market value of the Pledged
Collateral to the Base Amount as that Base Amount may be increased or
decreased under this Agreement, (the "Security Ratio") is less than 1.75,
within ten (10) days following the end of the quarter or the receipt of
notice, as the case may be, Xxxxxx shall:
(i) by execution and delivery of a written amendment to the
Assignment Agreement, or by execution and delivery of a new
document in form and substance satisfactory to the Bank,
pledge such additional cash to the Bank (the amount of which
shall reduce the Base Amount) as shall be necessary to
adjust the Security Ratio to 2.00; or
(ii) pledge hereunder, by execution and delivery of a written
supplement hereto, that number of additional shares of Class
B Common Stock or shares of Class A Common Stock owned by
him as shall be necessary to adjust the Security Ratio to
2.00.
If by the tenth day Xxxxxx shall have failed to so adjust the Security Ratio by
pledging additional cash or shares to the Bank pursuant to subsections (i) or
(ii) above, then on or after the tenth day, the Bank shall foreclose on and
sell that amount of Pledged Collateral (the proceeds of which shall be
deposited to reduce the Base Amount) necessary to adjust the Security Ratio to
2.00.
(b) If the average of the closing prices of the Company's publicly
traded Class A Common Stock for the ten (10) trading days preceding the end
of any calendar quarter (or the giving of notice thereof from the Bank
to Xxxxxx) increases such that the Security Ratio exceeds 2.25, then within
ten (10) days notice received from Xxxxxx, the Bank shall release to Xxxxxx
or his designate such number of Pledged Shares as shall be necessary to
adjust the Security Ratio to 2.00.
(c) For purposes of this Section 5, the average of closing prices of
the Company's publicly traded Class A Common Stock and the Security Ratio
shall be determined
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solely by the Bank, and such determinations shall be conclusive for all
purposes hereunder.
(d) At any time during the term of this Agreement, Xxxxxx may, upon
written approval by the Bank (which approval shall not be unreasonably
withheld) and by documents in form and substance satisfactory to the Bank,
pledge to the Bank such additional shares of Class A Common Stock or shares
of Class B Common Stock to release and substitute real property (the
"Property") previously mortgaged by Xxxxxx to the Bank to secure the
Obligations, provided however, that the value of such additional shares of
Class A Common Stock or shares of Class B Common Stock proposed to be
pledged shall be equal to twice the higher of (i) the value of Property
sought to be released and substituted as set forth in Exhibit A attached
hereto; or (ii) the current fair market value of the Property sought to be
released and substituted as determined by an independent appraiser
satisfactory to the Bank. The value of such Property so determined shall be
added to the Base Amount.
(e) In the event Xxxxxx shall pledge shares of Class A Common Stock of
the Company to the Bank pursuant to this Agreement, those shares shall be,
or prior to the pledge thereof, Xxxxxx shall cause such shares to be,
registered under applicable federal and state securities laws, freely
transferable and salable in the public market, and free of any and all
security interests, liens, pledges, set-off rights, charges, claims or
encumbrances of any kind except for the security interest to be created by
this Agreement and encumbrances resulting from the Amended and Restated
Voting Agreement dated December 30, 1992 executed by and between Xxxxxx and
Xxxxxx Inc., a Delaware corporation (the "Xxxxxx Inc. Encumbrances").
(f) In the event Xxxxxx shall pledge additional shares of Class B
Common Stock of the Company to the Bank pursuant to this Agreement, Xxxxxx
shall have caused to be registered under the Securities Act of 1933, as
amended, and qualified for sale under applicable federal and state
securities laws, that number of shares of Class A Common Stock of the
Company into which such additional shares of Class B Common Stock may be
converted upon a foreclosure by the Bank on the Pledged Collateral.
(g) At any time, Xxxxxx shall have the right to deposit with and
pledge to the Bank, in form and substance satisfactory to the Bank,
additional cash collateral (the "Additional Cash Collateral") which shall
reduce the Base Amount on a dollar for dollar basis. In such event, the
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Bank shall release to Xxxxxx that amount of Pledged Shares or Pledged
Collateral the market value of which (as determined by the Bank in its sole
and absolute discretion) is equal to twice the value of the Additional Cash
Collateral deposited with and pledged to the Bank.
SECTION 6. Representations and Warranties. Xxxxxx represents and warrants
to the Bank as follows:
(a) The Shares. The authorized capital stock of the Company consists
of, in part, 30,000,000 shares of Class B Common Stock having a par value
of one cent ($.01), with supervoting rights, of which approximately
6,700,000 shares are validly issued and outstanding. Xxxxxx and Xxxxxx Inc.
directly or indirectly, are the legal and beneficial owners of all of the
issued and outstanding shares of the Company's Class B Common Stock. The
Pledged Shares have been duly authorized and are validly issued, fully paid
and non-assessable. There are no existing options, warrants, calls,
commitments or other agreements of any character relating to the Pledged
Shares except for the security interest to be created by this Agreement and
the Xxxxxx Inc. Encumbrances.
(b) Conversion of Shares. Xxxxxx'x pledge to the Bank of the shares of
Class B Common Stock hereunder does and shall not result in a conversion of
any of the Pledged Shares into shares of Class A Common Stock pursuant to
Article IV, Part B, Section 5 of the Restated Certificate of Incorporation
of the Company.
(c) Owner of Shares. Xxxxxx is, and at the time of delivery of the
Pledged Collateral to the Bank pursuant to Section 4 hereof, will be, the
legal and beneficial owner of the Pledged Collateral free and clear of any
security interest, lien, pledge, set-off right, charge, claim or
encumbrance of any kind except for the security interest created by this
Agreement and the Xxxxxx Inc. Encumbrances.
(d) Power to Pledge. Xxxxxx has full power, authority and legal right
to sell the Pledge Collateral and to pledge and grant the security interest
in the Pledged Collateral in the manner and on the terms contemplated in
this Agreement.
(e) Validity of Agreement. This Agreement has been duly executed and
delivered by Xxxxxx and constitutes the legal, valid and binding obligation
of Xxxxxx enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, or other similar
laws
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affecting the rights of creditors generally or by the application of general
equity principles.
(f) Governmental and Creditor Approval. No consent, authorization, or
approval of, or other action by, and no notice to or filing with any Person
(including, without limitation, creditors of Xxxxxx and any governmental
authority) is required either (i) for the pledge by Xxxxxx of the Pledged
Collateral or the creation of the security interest pursuant to this
Agreement or for the execution, delivery or performance of this Agreement
by Xxxxxx or (ii) for the exercise by the Bank of the rights or remedies
provided for in this Agreement in respect of the Pledged Collateral
pursuant to this Agreement, except as may be required in connection with
the disposition of the Pledged Collateral by laws affecting the offering
and sale of securities generally.
(g) Validity of Guaranty. The pledge of the Pledged Collateral
hereunder does not in any way affect the Guaranty or Xxxxxx'x obligations
thereunder which shall remain in full force and effect.
(h) Registration of Pledged Shares. Xxxxxx has caused to be registered
under the Securities Act of 1933, as amended, and has qualified for sale
under applicable federal and state securities laws, three hundred forty
thousand, five hundred (340,500) shares of Class A Common Stock of the
Company into which the Pledged Shares may be converted upon any foreclosure
by the Bank on the Pledged Collateral.
(i) No other Liens on Pledged Collateral. The Pledged Collateral are
and shall continue to be free and clear of any security interest, lien,
pledge, set-off right, charge, claim or encumbrance of any kind except for
the security interest created by this Agreement and the Xxxxxx Inc.
Encumbrances.
(j) First Priority Security Interest. Upon delivery of the Pledged
Collateral pursuant to Sections 4 or 5 hereof, the pledge of the Pledged
Shares in accordance with the terms of this Agreement shall create a valid
and perfected first priority security interest in the Pledged Collateral
superior and prior to any other interest, securing payment and satisfaction
of the Secured Obligations.
(k) Ownership of Xxxxxx Inc. Xxxxxx directly holds and shall continue
to hold approximately 99% of the common
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stock of Xxxxxx Inc. As such, Xxxxxx controls and shall continue to control
Xxxxxx Inc.
SECTION 7. Security Interest Absolute. All rights and security interests of
the Bank, and all obligations of Xxxxxx hereunder, shall be absolute and
unconditional, irrespective of:
(a) any lack of validity or enforceability of the Obligations or
obligations under any other agreement or instrument relating to them; or
(b) any change in the time, manner or place of payment, or any other
term of any of the Obligations; or
(c) any exchange, release or non-perfection of any other collateral
securing the Obligations.
SECTION 8. Further Assurances. Xxxxxx agrees that at any time and from time
to time, at the expense of Xxxxxx, Xxxxxx shall promptly execute and deliver
all further instruments and documents, and take all further action, that may be
necessary or desirable in the reasonable opinion of the Bank, or that the Bank
may reasonably request, in order to effect the pledge hereunder or perfect and
protect any security interest granted hereunder or to enable the Bank to
exercise and enforce its rights and remedies hereunder with respect to any
Pledged Collateral.
SECTION 9. Voting Rights; Dividends, Etc.
(a) Except as set forth in Section 9(b) hereof, Xxxxxx shall be
entitled to receive and retain any and all dividends paid in respect of the
Pledged Collateral, other than any and all:
(i) (A) dividends paid or payable other than in cash in respect
of, and (B) instruments and other property received,
receivable or otherwise distributed in respect of, in
substitution for, in addition to or in exchange for any
Pledged Collateral;
(ii) dividends, extraordinary dividends and other distributions
paid or payable in cash in respect of any Pledged Collateral
in connection with a partial or total liquidation or
dissolution, in connection
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with a reduction of capital or any payment other than a
normal course dividend; and
(iii) cash paid, payable or otherwise distributed in redemption or
prepayment of, or in exchange for, any Pledged Collateral,
all of which shall be, and all of which shall be forthwith delivered by
Xxxxxx to the Bank to hold as, Pledged Collateral and shall, if received by
Xxxxxx, be received in trust for the benefit of the Bank, be segregated
from the other property or funds of Xxxxxx and be forthwith delivered to
the Bank as Pledged Collateral in the same form as so received (with any
necessary endorsement).
(b) Upon the occurrence and during the continuance of an Event of
Default (as defined in Section 14 hereof) and upon written notice thereof
from the Bank to Xxxxxx, the Bank shall be entitled to receive and retain
as Pledged Collateral all dividends paid and other distributions made in
respect of the Pledged Collateral, whether so paid or made before or after
any Event of Default. Any such dividends shall, if received by Xxxxxx, be
received in trust for the benefit of the Bank, be segregated from the other
property or funds of Xxxxxx, and be forthwith delivered to the Bank as
Pledged Collateral in the same form as so received (with any necessary
endorsement).
(c) Xxxxxx shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Pledged Collateral or any part thereof
for any purpose not inconsistent with the terms of this Agreement or the
Reimbursement Agreement.
SECTION 10. Other Covenants. Xxxxxx agrees with the Bank that:
(a) He shall not (i) sell, transfer or otherwise dispose of, or grant
any option or warrant with respect to, any of the Pledged Collateral or
(ii) create or permit to exist any lien, upon or with respect to any of the
Pledged Collateral, except for the security interest created under this
Agreement;
(b) He shall duly observe and and comply, or cause to be duly observed
and complied, with (i) all requirements of any governmental authority
imposed upon Xxxxxx applicable to any of the Pledged Collateral
(including all securities laws), (ii) all agreements, covenants, terms and
conditions under or upon which the Bank holds the Pledged Collateral or
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any part thereof, and (iii) all terms, conditions and agreements contained
in the Registration Rights Agreement;
(c) He shall not, and he shall cause Xxxxxx Inc. not to, whether
before or after an Event of Default, exercise any of his rights as owner of
the Pledged Collateral, including without limitation his rights to vote in
respect of the Pledged Shares or otherwise to give consents or waivers in
respect of the Pledged Collateral, in a manner that would adversely affect
(i) the interests of the Bank in the Pledged Collateral, (ii) the rights of
the Bank under this Agreement or (iii) the interests and rights of the Bank
in and under the Reimbursement Agreement or the Guaranty;
(d) He shall take or shall cause to be taken all actions necessary to
register or to maintain the registration under the Securities Act of 1933,
as amended, and the qualification for sale under applicable federal and
state securities laws, that number of shares of Class A Common Stock of the
Company into which the total number of Pledged Shares shall be converted
pursuant to a foreclosure by the Bank on the Pledged Collateral, for so
long as this Agreement shall be in effect;
(e) He shall not amend or permit the amendment of the Registration
Rights Agreement without the written consent of the Bank;
(f) He shall not amend or permit the amendment of the Registration
Statement in a manner that would adversely affect the rights or interests
of the Bank hereunder unless such amendment is a result of compliance by
the Company with the Securities Exchange Act of 1934;
(g) He shall notify the Bank promptly any time he has notice of the
use or intended use of the Registration Statement by any person or entity
other than the Bank;
(h) He shall promptly provide the Bank with copies of all SEC filings
of the Company; and
(i) He shall cause Xxxxxx Inc. to take no action inconsistent with the
purpose of this Agreement or the Bank's rights or remedies hereunder.
SECTION 11. The Bank Appointed Attorneys-in-Fact. Xxxxxx hereby appoints
the Bank as Xxxxxx'x attorney-in-fact, with full authority in the place and
stead of Xxxxxx and in the name of Xxxxxx or otherwise, to take any action and
to execute any instrument which the Bank may deem necessary or advisable in
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order to accomplish the purpose of this Agreement, including, without
limitation, to receive, endorse and collect any instrument made payable to
Xxxxxx representing any dividend or other distribution in respect of the
Pledged Collateral or any part thereof and to give full discharge for the same.
This power, being coupled with an interest, is irrevocable.
Section 12. The Bank May Perform. If Xxxxxx fails to perform any
agreement contained herein, the Bank may itself perform or cause performance
of, such agreement, and the expenses of the Bank incurred in connection
therewith shall be payable by Xxxxxx under Section 16 hereof.
Section 13. No Responsibility for Certain Actions. The Bank shall have no
responsibility for (i) ascertaining or taking action with respect to calls,
conversions, exchanges, tenders or other matters related to any Pledged
Collateral, whether or not the Bank have or are deemed to have knowledge of
such matters, or (ii) taking any necessary steps to preserve rights against any
Persons with respect to any Pledged Collateral.
Section 14. Events of Default and Remedies Upon Default.
(a) For the purposes of this Agreement, an Event of Default shall
mean:
(i) any of the Events of Default as defined in paragraph 5 of the
Reimbursement Agreement except as those items apply to VBQ and except
for Sub-paragraph (j) of paragraph 5 of the Reimbursement Agreement;
or
(ii) if any of the following shall occur and not be
cured by Xxxxxx within five (5) days:
(A) a representation or warranty made by Xxxxxx
hereunder shall prove to be incorrect in any
material respect when made, when deemed made or
any time during the term of this Agreement,
with the exception of the representations and
warranties set forth in sub-paragraphs (a), (b)
and (h) of Section 6 which may hereafter change
in the ordinary course of business;
(B) the breach of any covenant or agreement of
Xxxxxx made in this Agreement; or
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(C) the invalidity, lack of effectiveness of, or the failure to
include the Pledged Shares in, the Registration Statement or
the Registration Rights Agreement.
(b) If any Event of Default shall have occurred and be continuing,
upon written notice thereof to Xxxxxx the Bank may exercise in respect of
the Pledged Collateral, in addition to other rights and remedies provided
for herein or otherwise available to it, all the rights and remedies
provided a secured party upon the default of a debtor under the UCC at that
time, and the Bank may also, without notice except as specified below, sell
the Pledged Collateral or any part thereof in one or more parcels at public
or private sale, at any exchange, broker's board or at any of the Bank's
respective offices or elsewhere, for cash, on credit or for future
delivery, upon such terms as the Bank may determine to be commercially
reasonable and the Bank may be the purchaser of any or all of the Pledged
Collateral so sold and thereafter hold the same, absolutely, free from any
right or claim of whatsoever kind. Xxxxxx agrees that, to the extent notice
of sale shall be required by law, at least five days' notice to Xxxxxx 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 Bank shall
not be obligated to make any sale of Pledged Collateral regardless of
notice of sale having been given. The Bank 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. The Bank shall incur no liability
as a result of the sale of the Pledged Collateral, or any part thereof, at
any sale into the public market or by private sale. Xxxxxx hereby waives
any claims against the Bank arising by reason of the fact that the price at
which any Pledged Collateral may have been sold at such a private sale was
less than the price which might have been obtained at a public sale, even
if the Bank accepts the first offer received and does not offer such
Pledged Collateral to more than one offeree.
SECTION 15. Application of Proceeds. Any proceeds received by the Bank from
the exercise of the remedies set forth in Section 14 shall be applied first to
the payment of the Bank's expenses in connection with such exercise of its
remedies, including reasonable attorney's fees and legal expenses, brokers or
underwriting fees or similar expenses and then to the payment in full of
outstanding Obligations in such order as the Bank in its sole discretion
elects. Any surplus of such proceeds after payment in full of outstanding
Obligations shall be paid over to
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Xxxxxx, or to whomever may be lawfully entitled to receive such surplus.
SECTION 16. Expenses. Xxxxxx will upon demand pay to the Bank the amount of
any and all expenses, including the fees and expenses of their counsel, which
they may incur, or which are required to be paid, in connection with (i) the
administration of this Agreement, (ii) the custody or preservation of, or the
sale of, collection from, or other realization upon, any of the Pledged
Collateral, (iii) the exercise or enforcement of any of the rights of the Bank
hereunder or determination of such rights or (iv) the failure by Xxxxxx to
perform or observe any of the provisions hereof.
SECTION 17. Amendments, Etc. No amendment or waiver of any provision of this
Agreement nor consent to any departure by Xxxxxx herefrom, shall in any event
be effective unless the same shall be in writing and signed by the parties
hereto, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
SECTION 18. No Waiver. No failure on the part of the Bank to exercise, and
no course of dealing with respect to, and no delay in exercising, any right,
power or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise by the Bank of any rights, power or remedy hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. The remedies herein provided are to the fullest extent
permitted by law cumulative and are not exclusive of any remedies provided by
law.
SECTION 19. Termination. This Agreement shall terminate when all of the
Secured Obligations have been fully paid and performed. Within thirty (30) days
from the date of such termination, the Bank shall release and redeliver to
Xxxxxx, against receipt, the Pledged Collateral held by it hereunder and a
notice to Fruit of the Loom, Inc. of its relinquishment of registration rights.
SECTION 20. Addresses for Notices. All notices and other communications
hereunder shall be delivered by certified mail or recognized courier to the
parties at the following addresses:
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To Xxxxxx:
Xxxxxxx X. Xxxxxx
Xxxxxx Inc.
000 Xxxxx Xxxxxx Xxxxx
6300 Sears Tower
Xxxxxxx, Xxxxxxxx 00000
With a copy to
Xxxxxxx Xxxxxxxxx, Esq.
Xxxxxx Inc.
000 Xxxxx Xxxxxx Xxxxx
6300 Sears Tower
Xxxxxxx, Xxxxxxxx 00000
To the Bank:
NATIONAL WESTMINSTER BANK USA
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxx
SECTION 21. Continuing Lien. This Agreement shall create a continuing lien
on the Pledged Collateral and shall (i) remain in full force and effect until
terminated in accordance with Section 19, (ii) be binding upon Xxxxxx, his
heirs, successors and assigns, and (iii) inure to the benefit of the Bank and
each of its successors, transferees and assigns.
SECTION 22. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York (excluding its
conflicts of laws rules).
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
XXXXXXX XXXXXX
X. Xxxxxx
------------------------------
NATIONAL WESTMINSTER BANK USA
By: Xxxxxxx Xxxxx
---------------------------
Its: Vice President
--------------------------
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EXHIBIT A
Amount Basis
------ -----
00 Xxxx'x Xxxxx
Xxxxxxxxx, XX $ 1,160,000 Market Value
00 Xxxx'x Xxxxx
Xxxxxxxxx, XX $ l,400,000 Market Value
Sea Fields Condominiums
(two units)
Kennebunk, ME $ 280,000 Market Value
Wood Run Subdivision
Unit IV, Xxx 0
Xxxx X, Xxx 000
Xxxxxxxx Xxxxxxx, XX $ 1,731,433 Fair Value less
$1,567,000 first
mortgage
-----------
Total $ 4,571,433
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