EXECUTION COPY
PLEDGE AGREEMENT
AND IRREVOCABLE PROXY
PLEDGE AGREEMENT dated as of April 1, 1997 between SLM Trademark
Acquisition Canada Corporation, a New Brunswick corporation (the "Grantor"), and
The Chase Manhattan Bank, a New York banking corporation (the "Agent"). All
capitalized terms used herein and not defined herein shall have the meanings set
forth in the Credit Agreement hereinafter mentioned.
The Agent and the lenders (the "Lenders") referred to in the Credit
Agreement have agreed to extend Credits to or for the account of SLM
International, Inc., a Delaware corporation, #1 Apparel, Inc., a Delaware
corporation, and Maska U.S., Inc., a Vermont corporation (collectively, the
"Borrowers") pursuant to, and subject to the terms and conditions of the Credit
Agreement dated as of the date hereof, among the Borrowers, the Lenders and the
Agent, as agent for the Lenders (as amended, modified or supplemented from time
to time in accordance with its terms, the "Credit Agreement"). The obligation of
the Lenders to extend such Credits under the Credit Agreement is conditioned on
the execution and delivery by the Grantor of a pledge agreement in the form
hereof to secure the following (collectively, the "Secured Obligations"): all
Obligations (such Obligations to include, without limitation, the due and
punctual payment and performance of (a) the principal of and interest on the
Loans (including the payment of amounts that would become due but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11
U.S.C. ss.362(a), and interest that, but for the filing of a petition in
bankruptcy with respect to any Borrower, would accrue on such obligations,
whether or not a claim is allowed against such Borrower for such interest in the
related bankruptcy proceeding), when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (b)
Indebtedness at any time and from time to time under the Letters of Credit, (c)
all obligations of the Grantor at any time and from time to time under this
Pledge Agreement and (d) all other obligations of the Grantor and the Guarantors
at any time and from time to time under the Credit Agreement and the other Loan
Documents).
Accordingly, the Grantor and the Agent hereby agree as follows:
1. Pledge. As security for the payment and performance in full of the
Secured Obligations, the Grantor hereby pledges and delivers unto the Agent, and
hypothecates to the Agent, all of the Grantor's right, title and interest in and
to, (a) the 2,000 Class A shares in the capital of CCM Holdings (1983)
Inc./Gestion CCM (1983) Inc. ("CCM") owned by the Grantor (the "Initial Pledged
Stock") represented by certificate no. 5, and hereby hypothecates in favor of
the Agent any additional shares of the capital of, and all securities
convertible into and warrants, options and other rights
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to purchase or otherwise acquire, shares in the capital of CCM or any
corporation successor thereto pursuant to an amalgamation or other
reorganization, obtained in the future by the Grantor (collectively, the Initial
Pledged Stock together with all such additional shares and securities pledged in
the future, the "Pledged Stock") and (b) subject to Section 5 below, all
proceeds of the Pledged Stock, including, without limitation, all cash,
dividends, securities or other property at any time and from time to time
receivable or otherwise distributed in respect of or in exchange pursuant to a
purchase, redemption, conversion or cancellation or other transformation for any
of or all such Pledged Stock, and all accessions and substitutions thereto (the
items referred to in clauses (a) and (b) being collectively called the
"Collateral"). Upon delivery to the Agent, all securities now or hereafter
included in the Collateral including, without limitation, the Pledged Stock
shall be accompanied by an undated stock power, duly executed in blank or
another instrument of transfer satisfactory to the Agent and by such other
instruments and documents as the Agent may reasonably request. Each delivery of
Pledged Stock shall be accompanied by a schedule showing a description of the
securities theretofore and then being pledged hereunder, which schedule shall be
attached hereto as Schedule I and made a part hereof. Each schedule so delivered
shall supersede any prior schedules so delivered.
The amount of the hypothec granted hereby shall be $150,000,000 in lawful
money of Canada, with interest at the rate of 25% per annum.
2. Delivery of Collateral. The Grantor agrees to deliver promptly or cause
to be delivered promptly to the Agent any and all Pledged Stock, and any and all
certificates or other instruments or documents representing any of the
Collateral (together with any necessary stock power or endorsement).
3. Representations, Warranties and Covenants. The Grantor hereby
represents, warrants and covenants as to itself and the Collateral pledged by it
hereunder to and with the Agent that:
(a) except for the hypothecs and pledge granted to the Agent and Liens
permitted under the Credit Agreement, the Grantor (i) is and, subject to
the provisions of the Credit Agreement, will at all times continue to be
the direct owner, beneficially and of record, of the Pledged Stock that it
is pledging hereunder, (ii) holds the Collateral that it is pledging
hereunder free and clear of all Liens, charges, encumbrances and security
interests of every kind and nature, (iii) will make no as signment, pledge,
hypothecation or, subject to the provisions of the Credit Agreement,
transfer of, grant any option or similar right with respect to, or create
or suffer to exist any security interest in, the Collateral (or any part
thereof) that it is pledging hereunder including, without limitation, by
virtue of becoming bound by any agreement which restricts in any manner the
rights of any present or future holder of any Pledged Stock with respect
thereto, and (iv) subject to Section 5 below, will cause any and all
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Collateral, whether for value paid by the Grantor or otherwise, to be
forthwith deposited with the Agent and pledged hereunder;
(b) the Grantor (i) has the requisite power and authority to pledge
the Collateral it is pledging hereunder in the manner hereby done or
contemplated and (ii) will defend its title or interest thereto or therein
against any and all Liens, however arising, of all persons whomsoever
(other than the Liens permitted by the Credit Agreement);
(c) no consent or approval not obtained of any governmental body or
regulatory authority or any securities exchange was or is necessary to the
validity of the pledge and hypothec effected hereby;
(d) by virtue of the execution and delivery by the Grantor of this
Agreement, when the certificates, instruments or other documents
representing or evidencing the Collateral are delivered to the Agent in
accordance with this Agreement, the Agent will obtain a valid first ranking
hypothec in such Collateral as security for the repayment of the Secured
Obligations;
(e) the pledge effected hereby is effective to vest in the Agent the
rights of the Agent in the Collateral as set forth herein;
(f) all of the Pledged Stock has been duly authorized and validly
issued and as at the date hereof, the Initial Pledged Stock constitutes 50%
of the issued and outstanding shares of the capital of CCM;
(g) the Grantor shall pledge hereunder, immediately upon its
acquisition (directly of indirectly) thereof, any and all shares of the
capital of any person that, after the date of this Agreement, becomes, as a
result of any occurrence, a direct subsidiary of the Grantor.
All representations, warranties and covenants of the Grantor contained in this
Agreement shall survive the execution, delivery and performance of this
Agreement until the termination of this Agreement pursuant to Section 14 hereof.
4. Registration in Nominee Name; Denominations. Upon the occurrence and
during the continuance of an Event of Default, the Agent shall have the right
(in its sole and absolute discretion with subsequent notice to the Grantor) to
hold the Pledged Stock in its own name or the name of its nominee. In addition,
the Agent shall at all times have the right to exchange the certificates
representing any of the Pledged Stock for certificates of smaller or larger
denominations for any purpose consistent with this Agreement.
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5. Voting Rights; Dividends; Irrevocable Proxy; etc. (a) Unless and until
an Event of Default shall have occurred and be continuing:
(i) The Grantor shall be entitled to exercise any and all voting
and/or consensual rights and powers accruing to an owner of the Pledged
Stock or any part thereof for any purpose not inconsistent with the terms
of this Agreement, the Credit Agreement and the other Loan Documents,
provided that such action would not adversely affect the rights and
remedies inuring to the Agent under this Agreement or the Credit Agreement
or the ability of the Agent to exercise the same.
(ii) The Agent shall execute and deliver to the Grantor, or cause to
be executed and delivered to the Grantor, all such proxies, powers of
attorney, and other instruments as the Grantor may reasonably request for
the purpose of enabling the Grantor to exercise the voting and/or
consensual rights and powers which it is entitled to exercise pursuant to
subparagraph (i) above and to receive the cash dividends it is entitled to
receive pursuant to subparagraph (iii) below.
(iii) The Grantor shall be entitled to receive and retain any and all
cash dividends paid on the Pledged Stock only to the extent that such cash
dividends are permitted by, and otherwise paid in accordance with the terms
and conditions of the Credit Agreement, the other Loan Documents and
applicable laws. Any and all x. noncash dividends, y. return of capital,
capital surplus or paid-in surplus, dividends paid or payable in cash or
otherwise in connection with a partial or total liquidation or dissolution,
and z. other distributions made on or in respect of Pledged Stock (other
than distributions described in the initial sentence in (a)(iii) above),
whether paid or payable in cash or otherwise, whether resulting from a
subdivision, combination or reclassification of the outstanding share
capital of CCM or received in exchange for Pledged Stock or any part
thereof, or in redemption thereof, as a result of any merger,
consolidation, acquisition or other exchange of assets to which CCM may be
a party or otherwise, shall be and become part of the Collateral, and, if
received by the Grantor, shall not be commingled by the Grantor with any of
its other funds or property but shall be held separate and apart therefrom,
shall be held in trust for the benefit of the Agent and shall be forthwith
delivered to the Agent in the same form as so received (with any necessary
endorsement).
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(b) Upon the occurrence and during the continuance of an Event of Default,
all rights of the Grantor to receive any dividends, stock, instruments,
securities, and other distributions which the Grantor is authorized to receive
pursuant to paragraph (a)(iii) of this Section 5 shall cease, and all such
rights shall thereupon become vested in the Agent, which shall have the sole and
exclusive right and authority to receive and retain the dividends, shares,
instruments, securities and other distributions which the Grantor is authorized
to receive pursuant to paragraph (a)(iii) of this Section 5. All dividends,
shares, instruments, securities and other distributions which the Grantor is
authorized to receive pursuant to paragraph (a)(iii) of this Section 5 which are
received by the Grantor contrary to the provisions of this Section 5(b) shall be
received in trust for the benefit of the Agent, shall be segregated from other
property or funds of the Grantor and shall be forthwith delivered to the Agent
as Collateral in the same form as so received (with any necessary endorsement).
Any and all money and other property paid over to or received by the Agent
pursuant to the provisions of this Section 5(b) shall be retained by the Agent
in an account to be established by the Agent upon receipt of such money or other
property and shall be applied in accordance with the provisions of Section 9
hereof. After all Events of Default have been cured or waived, within five
Business Days after all such Events of Default have been cured or waived, the
Grantor shall again be entitled to receive dividends, shares, instruments,
securities and other distributions which the Grantor is entitled to receive
pursuant to paragraph (a)(iii) of this Section 5.
(c) Upon the occurrence and during the continuance of an Event of Default,
all rights of the Grantor to exercise the voting and consensual rights and
powers which it is entitled to exercise pursuant to Section 5(a)(i) shall cease,
and pursuant to the irrevocable proxy granted herein, all such rights shall
thereupon become vested in the Agent, which shall have the sole and exclusive
right and authority to exercise such voting and consensual rights and powers;
provided that, unless otherwise directed by the Required Lenders, the Agent
shall have the right from time to time following and during the continuance of
an Event of Default to permit the Grantor to exercise such rights. After all
Events of Default have been cured or waived, the Grantor shall have the right to
exercise the voting and consensual rights and powers that it would otherwise be
entitled to exercise pursuant to the terms of paragraph (a) (i) above and the
obligations of the Agent pursuant to the terms of paragraph (a) (ii) of this
Section 5 shall be reinstated.
(d) In order to permit the Agent to exercise the voting and other
consensual rights which it may be entitled to exercise pursuant to Section 5(c)
and to receive all dividends and other distributions which it may be entitled to
receive under Section 5(a)(iii) or Section 5(b), the Grantor shall promptly
execute and deliver (or cause to be executed and delivered) to the Agent all
such proxies, dividend payment orders and other instruments as the Agent may
from time to time reasonably request.
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Without limiting the effect of the foregoing, the Grantor does hereby
constitute and appoint the Agent as its proxy, and, upon the occurrence and
during the continuance of an Event of Default, the Agent shall have the right to
exercise all rights, benefits, privileges and powers accruing to the Grantor, as
owner of the Pledged Stock, including, without limitation, giving or withholding
consent, calling and attending shareholders meetings to be held from time to
time with full power to vote and act for and in the name, place and stead of the
Grantor and in the same manner, to the same extent, and with the same effect
that the Grantor would if personally present at such meetings, giving to the
Agent full power of substitution and revocation, which proxy shall be effective,
automatically and without the necessity of any action (including any transfer of
any Pledged Stock on the record books of CCM) by any person (including CCM or
any officer or agent thereof).
THIS PROXY IS IRREVOCABLE
Other than the proxies given by the Grantor to the Indenture Trustee, any
proxy of proxies heretofore given by any Grantor to any person or persons
whatsoever are hereby revoked. THIS PROXY SHALL CONTINUE IN FULL FORCE AND
EFFECT UNTIL SUCH TIME AS ALL SECURED OBLIGATIONS ARE PAID AND SATISFIED IN FULL
IN ACCORDANCE WITH THE TERMS OF THE CREDIT AGREEMENT.
6. Issuance of Additional Stock. Except as may be permitted by the Credit
Agreement, the Grantor agrees that it will cause each of its subsidiaries not to
issue any shares or other securities, whether in addition to, by stock dividend
or other distribution upon, or in substitution for, the Pledged Stock or
otherwise.
7. Supplemental Documentation. In connection with the execution and
delivery of this Agreement the Grantor shall furnish or cause to be furnished to
the Agent on or prior to the Closing Date a certificate, substantially in the
form of Annex A hereto, signed by a Responsible Officer of the Grantor dated the
Closing Date, certifying that, as of the date of such certificate, all
representations and warranties of the Grantor in Section 3 hereof are true and
correct and that the Grantor is in compliance with all conditions, agreements
and covenants to be observed or performed hereunder.
8. Remedies upon Event of Default. If an Event of Default shall have
occurred and be continuing, the Agent may, in addition to all other rights and
remedies provided for herein or otherwise available to it, including all the
rights and remedies of a hypothecary creditor under the Civil Code of Quebec,
sell or otherwise dispose of all or any part of the Collateral, at public or
private sale or at any broker's board or on any securities exchange, for cash,
upon credit or for future delivery as the Agent shall deem appropriate. Each
such purchaser at any such sale shall hold the property sold absolutely free
from any claim or right on the part of the Grantor, and the Grantor hereby
waives (to the extent permitted by law) all rights of redemption, stay and
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appraisal which the Grantor now has or may at any time in the future have under
any rule of law or statute now existing or hereafter enacted.
The Agent shall give the Grantor 10 days' written notice (which Grantor
agrees is reasonable notice for all purposes under applicable law) of the
Agent's intention to make any sale of the Grantor's Collateral. Such notice, in
the case of a public sale, shall state the time and place for such sale and, in
the case of a sale at a broker's board or on a securities exchange, shall state
the board or exchange at which such sale is to be made and the day on which the
Collateral, or portion thereof, will first be offered for sale at such board or
exchange. Any such public sale shall be held at such time or times within
ordinary business hours and at such place or places as the Agent may fix and
state in the notice of such sale. At any such sale, the Collateral, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Agent may (in its sole and absolute discretion) determine. The
Agent shall not be obligated to make any sale of any Collateral if it shall
determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given. The Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for sale, and such sale may,
without further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Collateral is made on
credit or for future delivery, the Collateral so sold may be retained by the
Agent until the sale price is paid in full by the purchaser or purchasers
thereof, but the Agent shall not incur any liability in case any such purchaser
or purchasers shall fail to take up and pay for the Collateral so sold and, in
case of any such failure, such Collateral may be sold again upon like notice. At
any public sale made pursuant to this Section 8, the Agent may bid for or
purchase, free (to the extent permitted by law) from any right of redemption,
stay or appraisal on the part of the Grantor (all said rights being also hereby
waived and released to the extent permitted by law), with respect to the
Collateral or any part thereof offered for sale and the Agent may make payment
on account thereof by using any claim then due and payable to the Agent or any
Lender from the Grantor as a credit against the purchase price, and the Agent
may, upon compliance with the terms of sale, hold, retain and dispose of such
property without further accountability to the Grantor therefor. The Grantor
shall remain liable for any deficiency. For purposes hereof, a written agreement
to purchase the Collateral or any portion thereof shall be treated as a sale
thereof; the Agent shall be free to carry out such sale pursuant to such
agreement, and the Grantor shall not be entitled to the return of the Collateral
or any portion thereof subject thereto, notwithstanding the fact that after the
Agent shall have entered into such an agreement all Events of Default shall have
been remedied and the Secured Obligations paid in full. As an alternative to
exercising the power of sale herein conferred upon it, the Agent may proceed by
a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver.
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9. Application of Proceeds of Sale. The proceeds of any sale of Collateral,
as well as any Collateral consisting of cash, shall be applied by the Agent as
follows:
FIRST, to the Agent to reimburse the Agent for that portion of the
payments, if any, made by it with respect to Letters of Credit for which a
Lender, as a participant in such Letter of Credit pursuant to Section 2.18 of
the Credit Agreement, failed to pay its pro rata share thereof as required
pursuant to such Section 2.18;
SECOND, to the payment of all reasonable costs and expenses incurred by the
Agent in connection with such collection or sale or otherwise in connection with
this Agreement or any of the Secured Obligations, including, but not limited to,
all court costs and the reasonable fees and expenses of its agents and legal
counsel, the repayment of all advances made by the Agent hereunder on behalf of
the Grantor and other reasonable costs or expenses incurred in connection with
the exercise of any right or remedy hereunder;
THIRD, to the Agent to be held as cash collateral to the extent of undrawn
amounts, if any, of outstanding Letters of Credit;
FOURTH, pro rata to the payment in full of principal and interest in
respect of any Loans outstanding (pro rata as among the Lenders in accordance
with the amounts of the Loans made by them pursuant to the Credit Agreement);
FIFTH, to the payment in full of all Secured Obligations (other than those
referred to above) owed to the Lenders (pro rata as among the Lenders in
accordance with the amounts of Secured Obligations owed to them on the date of
any such distribution); and
SIXTH, to the Indenture Trustee for the Senior Secured Notes, to the
Grantor, its successors or assigns, or to whosoever may be lawfully entitled to
receive the same or as a court of competent jurisdiction may otherwise direct.
10. Agent Appointed Attorney-in-Fact. The Grantor hereby appoints the Agent
the attorney-in-fact of the Grantor upon the occurrence and during the
continuance of an Event of Default solely for the purpose of carrying out the
provisions of this Agreement and taking any action and executing any instrument
which the Agent may deem necessary or advisable to accomplish the purposes
hereof, which appointment is irrevocable. Without limiting the generality of the
foregoing, the Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either in
the Agent's name or in the name of the Grantor, to ask for, demand, xxx for,
collect, receive receipt and give acquittance for any and all moneys due or to
become due and under and by virtue of any Collateral, to endorse checks, drafts,
orders and other instruments for the payment of money payable
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to the Grantor representing any interest or dividend, or other distribution
payable in respect of the Collateral or any part thereof or on account thereof
and to give full discharge for the same, to settle, compromise, prosecute or
defend any action, claim or proceeding with respect thereto, and to sell,
assign, endorse, pledge, transfer and make any agreement respecting, or
otherwise deal with, the same; provided, however, that nothing herein contained
shall be construed as requiring or obligating the Agent or the Lenders to make
any commitment or to make any inquiry as to the nature or sufficiency of any
payment received by the Agent or the Lenders, or to present or file any claim or
notice, or to take any action with respect to the Collateral or any part thereof
or the moneys due or to become due in respect thereof or any property covered
thereby, and no action taken by the Agent or the Lenders or omitted to be taken
with respect to the Collateral or any part thereof shall give rise to any
defense, counterclaim or offset in favor of the Grantor or to any claim or
action against the Agent or the Lenders in the absence of the gross negligence
or wilful misconduct of the Agent or the Lenders.
11. No Waiver. No failure on the part of the Agent to exercise, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy by the Agent preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law. The
Agent and the Lenders shall not be deemed to have waived any rights hereunder or
under any other agreement or instrument unless such waiver shall be in writing
and signed by such parties.
12. Security Interest Absolute. All rights of the Agent hereunder, the
grant of a hypothec and pledge in the Collateral and all obligations of the
Grantor hereunder, shall be absolute and unconditional irrespective of (i) any
lack of validity or enforceability of the Credit Agreement, any guarantee or
other agreement with respect to any of the Secured Obligations or any other
agreement or instrument relating to any of the foregoing, (ii) any change in
time, manner or place of payment of, or in any other term of, all or any of the
Secured Obligations, or any other amendment or waiver of or any consent to any
departure from the Credit Agreement or any other agreement or instrument, (iii)
any exchange, release or nonperfection of any Lien on other collateral, or any
release or amendment or waiver of or consent to or departure from any guarantee,
for all or any of the Secured Obligations or (iv) any other circumstance which
might otherwise constitute a defense available to, or a discharge of, the
Grantor in respect of the Secured Obligations or in respect of this Agreement
(other than the indefeasible payment in full of all of the Secured Obligations
and subject to Section 14 of this Agreement).
13. Agent's Fees and Expenses. The provisions of Section 11.04 of the
Credit Agreement with respect to the reimbursement of fees and expenses and
indemnification are hereby deemed incorporated herein in their entirety and
shall be
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binding upon the Grantor as if set forth herein, and the Grantor shall be
obligated to, (x) upon demand, pay to the Agent the amount of any and all
reasonable expenses, including the reasonable fees and expenses of its counsel
and of any experts or agents which the Agent may incur in connection with (i)
the administration of this Agreement, (ii) the custody or preservation of, or
the sale or other disposition of, collection from, or other realization upon,
any of the Collateral, (iii) the exercise or enforcement of any of the rights of
the Agent hereunder or (iv) the failure by the Grantor to perform or observe any
of the provisions hereof, and (y) indemnify the Agent and the Lenders, in each
case to the same extent set forth in Section 11.04 of the Credit Agreement. Any
such amounts payable as provided hereunder or thereunder shall be additional
Secured Obligations secured hereby and by the other Security Documents.
14. Termination. This Agreement shall terminate when (a) all the Secured
Obligations have been fully and indefeasibly paid in cash, (b) the Lenders have
no further commitment to make any Loans under the Credit Agreement, and (c) the
Agent shall have no further obligation to issue any Letters of Credit, at which
time the Agent shall reassign without any representations or warranties and
deliver, to the extent required by the Intercreditor Agreement, to the Indenture
Trustee, or otherwise to the Grantor, or to such person or persons as the
Grantor shall designate, against receipt, such of the Collateral (if any) as
shall not have been sold or otherwise still be held by it hereunder, together
with appropriate instruments of reassignment and release; provided, however,
that all indemnities of the Grantor contained in this Agreement shall survive,
and remain operative and in full force and effect regardless of, the termination
of this Agreement. Any such reassignment shall be without recourse to or
warranty by the Agent and at the expense of the Grantor. The security interest
hereunder shall automatically terminate in any Collateral that is permitted to
be sold or disposed of by the Credit Agreement or in the case of any sale that
is consented pursuant to Section 11.08 of the Credit Agreement. The Agent shall
promptly take such action, and execute such releases, termination statements or
other documents as may be reasonably requested by an interested party, at the
expense of the Grantor, to evidence the termination and releases contemplated
hereby.
15. Notices. All communications and notices hereunder shall be in writing
and shall be given (i) in the case of the Grantor, in care of SLM International,
Inc. at 7405 Trans Canada Highway, Suite 300, St. Laurent, Quebec H4T 1Z2,
Canada, Attention: Xxxxxxx Xxxxx, Vice President-Finance (Telecopy No. (514)
331-7061), with a copy to Xxxxxx, Xxxxx & Bockius, LLP, 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000-0000, Attention: Xxxxx X. Xxxxxx, Esq. (Telecopy No. (212)
309-6273), and (ii) in the case of the Agent, as provided in the Credit
Agreement.
16. Further Assurances. The Grantor agrees at its expense to do such
further acts and things, and to execute and deliver such additional conveyances,
assignments, agreements and instruments, as the Agent may at any time reasonably
request in connection with the administration and enforcement of this Agreement
or
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with respect to the Collateral or any part thereof or in order better to assure
and confirm unto the Agent its rights and remedies hereunder.
17. Binding Agreement; Assignments. This Agreement, and the terms,
covenants and conditions hereof, shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns, except that
the Grantor shall not be permitted to assign this Agreement or any interest
herein or in the Collateral, or any part thereof, or otherwise pledge, encumber
or grant any option with respect to the Collateral, or any part thereof, or any
cash or property held by the Agent as Collateral under this Agreement, except as
contemplated or permitted by this Agreement or the Credit Agreement. In the
event the Agent assigns or transfers the Secured Obligations, the Credit
Agreement or the Loan Documents, or any part thereof, to one or more assignees
or transferees, the Grantor agrees that the Agent may continue to hold the
Collateral for the benefit of itself and each such assignee or transferee as
security for the Secured Obligations and may take all actions and exercise all
powers with respect to this Agreement and the Collateral on behalf of each
assignee or transferee.
18. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE PROVINCE OF QUEBEC AND THE FEDERAL LAWS OF CANADA
APPLICABLE THEREIN.
19. Severability. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired.
20. Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute an original, but all of which, when taken together, shall
constitute but one instrument. This Agreement shall be effective when a
counterpart which bears the signature of the Grantor shall have been delivered
to the Agent, and the Agent shall have executed this Agreement.
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21. Section Headings. Section headings used herein are for convenience only
and are not to affect the construction of, or be taken into consideration in
interpreting, this Agreement.
22. English Language. The parties hereto confirm that it is their wish that
this Agreement as well as any other documents relating thereto, including
notices, have been and shall be drawn up in the English language only.
Les parties aux presentes confirment leur volonte que cette convention de
meme que tous les documents, y compris tous avis, s'y rattachant, solent rediges
en langue anglaise seulement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Pledge
Agreement as of the day and year first above written.
SLM TRADEMARK ACQUISITION
CANADA CORPORATION
By:
-----------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By:
-----------------------------
Name:
Title:
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SCHEDULE I
to Pledge Agreement
PART A - Description of Pledged Securities:
Percentage
Stock of
Certificate Par Number Outstanding
Grantor Stock Issuer Class of Stock No(s) Value of Shares Shares
------- ------------ -------------- ----- ----- --------- -----------
SLM Trademark CCM Holdings Class A 5 2,000 50%
Acquisition Canada (1983) Inc.
Corporation
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ANNEX A
OFFICER'S CERTIFICATE
The undersigned officer of SLM TRADEMARK ACQUISITION CANADA CORPORATION, a
New Brunswick corporation, (the "Corporation") hereby certifies on behalf of the
Corporation as follows:
1. The undersigned has read the Pledge Agreement dated as of April 1,
1997 (the "Pledge Agreement"), between the Corporation and The Chase
Manhattan Bank, a New York banking corporation.
2. The representations and warranties contained in Section 3 of the
Pledge Agreement are true and correct as of the date hereof.
3. The Corporation is in compliance with all conditions, agreements
and covenants to be observed or performed under the Pledge Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 11th
day of April, 1997.
SLM TRADEMARK ACQUISITION CANADA CORPORATION
By:
----------------------------------
Name:
Title:
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