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EXHIBIT 10.4
PLEDGE AGREEMENT
PLEDGE AGREEMENT dated as of August 22, 1996 among Recreation
Vehicle Products, Inc., a Delaware corporation (the "Borrower"), RV Products
Holding Corp., a Delaware corporation ("Holdings") (the Borrower and Holdings
are each sometimes referred to herein as a "Grantor" and collectively as the
"Grantors") and The Chase Manhattan Bank, a New York banking corporation, as
agent (the "Agent") for (i) the lenders (the "Lenders") named in Schedules
2.01(a) and 2.01(b) of the Credit Agreement dated as of the date hereof, among
the Borrower, the Guarantors at any time party thereto, the Lenders and the
Agent (as amended, modified or supplemented from time to time in accordance with
its terms, the "Credit Agreement") and (ii) for itself as issuer of the Letters
of Credit and party to the Rate Agreements.
A. The Agent and the Lenders have agreed to extend Loans and certain
other financial accommodations including, without limitation, the issuance of
Letters of Credit to the Borrower pursuant to, and subject to the terms and
conditions of, the Credit Agreement. In addition, The Chase Manhattan Bank or
other financial institutions have agreed to extend certain financial
accommodations to the Borrower pursuant to the Rate Agreements. The obligation
of the Lenders to extend such Loans and of the Agent to issue Letters of Credit
under the Credit Agreement and of The Chase Manhattan Bank to extend such
financial accommodations under the Rate Agreements is conditioned on the
execution and delivery by the Grantors of a pledge agreement in the form hereof
to secure the following (collectively, the "Secured Obligations"): (i) all
Obligations (such Obligations to include, without limitation, the due and
punctual payment and performance of (a) all obligations at any time and from
time to time under the Rate Agreements, (b) the principal of and interest on the
Loans, when and as due, whether at maturity, by acceleration, upon one or more
dates set for prepayment or otherwise, (c) Indebtedness at any time and from
time to time under the Letters of Credit, (d) all obligations of the Grantors at
any time and from time to time under this Pledge Agreement and (e) all other
obligations of the Borrower and the Guarantors at any time and from time to time
under the Credit Agreement and the other Loan Documents); and (ii) all
obligations of Holdings at any time and from time to time under the Holdings
Guarantee.
B. Capitalized terms used herein and not defined herein shall have
the respective meanings assigned to such terms in the Credit Agreement.
Accordingly, the Grantors and the Agent hereby agree as follows:
1. Pledge. As security for the payment and performance in full of
the Secured Obligations, each Grantor hereby pledges unto and grants to the
Agent, for its own benefit and for the benefit of the Lenders, a security
interest in, (a) the shares of capital stock listed in Schedule I annexed hereto
next to such Grantor's name (the "Initial Pledged Stock") and any additional
shares of common stock of the issuers listed in Schedule I annexed hereto
obtained in the future by the Grantors (collectively, the
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Initial Pledged Stock together with all such additional shares pledged in the
future, the "Pledged Stock"), (b) all instruments of indebtedness (whether now
existing or hereinafter arising) by any of the issuers listed in Schedule I
annexed hereto which name any Grantor as payee thereunder (the "Pledged Debt")
and (c) subject to Section 5 below, all proceeds of the Pledged Stock and
Pledged Debt, including, without limitation, all cash, securities or other
property at any time and from time to time receivable or otherwise distributed
in respect of or in exchange for any of or all such Pledged Stock or Pledged
Debt (the items referred to in clauses (a) through (c) being collectively called
the "Collateral"). Upon delivery to the Agent, any securities now or hereafter
included in the Collateral including, without limitation, the Pledged Stock (the
"Pledged Securities") shall be accompanied by undated stock powers duly executed
in blank or other instruments of transfer satisfactory to the Agent and by such
other instruments and documents as the Agent may reasonably request. Each
delivery of Pledged Securities 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.
2. Delivery of Collateral. Each Grantor agrees to deliver promptly
or cause to be delivered to the Agent any and all Pledged Securities, and any
and all certi ficates or other instruments or documents representing any of the
Collateral (together with any necessary endorsement).
3. Representations, Warranties and Covenants. Each Grantor hereby
represents, warrants and covenants to and with the Agent that:
(a) except for the security interest granted to the Agent, each
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 Securities that it is pledging hereunder and is and will continue to be
the holder of the Pledged Debt that it is pledging hereunder except for the
delivery and endorsement over of such Pledged Debt to the Agent as contemplated
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, and the Pledged Stock is subject to no options to purchase or any
similar or other rights of any person, (iii) will make no assignment, pledge,
hypothecation or, subject to the provisions of the Credit Agreement, transfer
of, or create any security interest in, the Collateral 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 Collateral, whether for value paid by a Grantor or
otherwise, to be forthwith deposited with the Agent and pledged or assigned
hereunder;
(b) each Grantor (i) has good right and legal authority to pledge
the Collateral it is pledging hereunder in the manner hereby done or
contemplated, (ii) will not amend, modify or supplement any Pledged Security
(including, without limitation,
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any Pledged Debt) without the prior written consent of the Agent, nor forgive
any Indebtedness evidenced by any Pledged Security, and (iii) will defend its
title or interest thereto or therein against any and all attachments, Liens,
claims, encumbrances, security interests or other impediments of any nature,
however arising, of all persons whomsoever;
(c) no consent or approval of any governmental body or regulatory
authority or any securities exchange was or is necessary to the validity of the
pledge effected hereby;
(d) by virtue of the execution and delivery by each 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 and perfected first Lien upon and
security interest in such Collateral as security for the repayment of the
Secured Obligations, prior to all other Liens and encumbrances thereon and
security interests therein;
(e) the pledge effected hereby is effective to vest in the Agent the
rights of the Agent in the Collateral as set forth herein; and
(f) all of the Pledged Stock has been duly authorized and validly
issued and as at the date hereof, the Initial Pledged Stock constitutes all of
the issued and outstanding shares of capital stock of the issuers listed on
Schedule I annexed hereto.
All representations, warranties and covenants of the Grantors 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
Grantors) to transfer to or to register the Pledged Securities 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 Pledged Securities for
certificates of smaller or larger denominations for any purpose consistent with
this Agreement.
5. Voting Rights; Dividends; etc. (a) Unless and until an Event of
Default hereunder shall have occurred and be continuing:
(i) Each Grantor shall be entitled to exercise any and all voting
and/or consensual rights and powers accruing to an owner of Pledged Securities
or any part thereof for any purpose not inconsistent with the terms of this
Agreement and the Credit Agreement provided that such action would not adversely
affect the rights inuring to the Agent or the Lenders under this Agreement or
the Credit Agreement or adversely affect
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the rights and remedies of the Agent or the Lenders under this Agreement or the
Credit Agreement or the ability of the Agent or the Lenders to exercise the
same.
(ii) The Agent shall execute and deliver to the Grantors, or cause to
be executed and delivered to the Grantors, all such proxies, powers of attorney,
and other instruments as the Grantors may reasonably request for the purpose of
enabling the Grantors to exercise the voting and/or consensual rights and powers
which they are entitled to exercise pursuant to subparagraph (i) above.
(iii) The Grantors shall be entitled to receive and retain any and all
cash dividends paid on the Pledged Securities only to the extent that such cash
dividends are permitted by, and otherwise paid in accordance with the terms and
conditions of, Section 7.04 of the Credit Agreement and applicable laws. Any and
all
a. noncash dividends,
b. stock or dividends paid or payable in cash or otherwise in
connection with a partial or total liquidation or dissolution, and
c. instruments, securities, other distributions in property,
return of capital, capital surplus or paid-in surplus or other distributions
made on or in respect of Pledged Securities (other than dividends permitted by
this Section 5(a)(iii)), whether paid or payable in cash or otherwise, whether
resulting from a subdivision, combination or reclassification of the outstanding
capital stock of the issuer of any Pledged Securities or received in exchange
for Pledged Securities or any part thereof, or in redemption thereof, as a
result of any merger, consolidation, acquisition or other exchange of assets to
which such issuer may be a party or otherwise,
shall be and become part of the Collateral, and, if received by any Grantor,
shall not be commingled by such 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 the Lenders and shall be forthwith delivered to the
Agent in the same form as so received (with any necessary endorsement).
(b) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Grantor to receive any dividends which such 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 such
dividends. All dividends which are received by any 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 such 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 shall be retained by the Agent in an account to be established by the Agent
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upon receipt of such money or other property and shall be applied in accordance
with the provisions of Section 9 hereof.
(c) Upon the occurrence and during the continuance of an Event of
Default, all rights of any 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 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.
(d) As long as the Credit Agreement remains in effect and until all
of the Secured Obligations have been paid fully, any payments made in respect of
the Pledged Debt shall be and become part of the Collateral, and, if received by
any Grantor, shall not be commingled by such 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 the Lenders and shall be forthwith
delivered to the Agent in the same form as so received.
6. Issuance of Additional Stock. Each Grantor agrees that it will
cause each of its subsidiaries not to issue any stock or other securities,
whether in addition to, by stock dividend or other distribution upon, or in
substitution for, the Pledged Securities or otherwise, except as delivered to
the Agent as contemplated hereunder.
7. Supplemental Documentation. In connection with the execution and
delivery of this Agreement, each Grantor shall furnish or cause to be furnished
to the Agent on or prior to the Closing Date a certificate signed by a
Responsible Officer of such Grantor dated the Closing Date, certifying that, as
of the date of such certificate, all representations and warranties of such
Grantor in Section 3 hereof are true and correct and that such 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 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
any Grantor, and each Grantor hereby waives (to the extent permitted by law) all
rights of redemption, stay and appraisal which such 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 applicable Grantor 10 days' written notice
(which each Grantor agrees is reasonable notice within the meaning of Section
9-504(3) of the Uniform Commercial Code as in effect in New York) of the Agent's
intention to make any sale of 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
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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 (if any) 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 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 0, Xxx Xxxxx Xxxxxxxxx
Bank or any Lender may bid for or purchase, free (to the extent permitted by
law) from any right of redemption, stay or appraisal on the part of any 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 Chase Manhattan Bank or any such Lender may make payment on account thereof
by using any claim then due and payable to The Chase Manhattan Bank or any such
Lender from such Grantor as a credit against the purchase price, and The Chase
Manhattan Bank or any such Lender may, upon compliance with the terms of sale,
hold, retain and dispose of such property without further accountability to such
Grantor therefor. 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 and purchase pursuant to such agreement,
and no Grantor shall 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.
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;
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SECOND, to the payment of all reasonable costs and expenses incurred
by the Agent in connection with such 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 Grantors and any 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 (i) 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) and (ii) all unpaid monetary obligations of any Grantor to The Chase
Manhattan Bank under the Rate Agreements;
FIFTH, pro rata 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 their respective Commitments); and
SIXTH, to the Grantors, their successors or assigns, or as a court
of competent jurisdiction may otherwise direct.
10. Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints
the Agent its attorney-in-fact 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 and coupled with an interest. 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 such 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 to the applicable 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, The
Chase Manhattan Bank 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,
The Chase Manhattan Bank 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
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property covered thereby, and no action taken by the Agent, The Chase Manhattan
Bank 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
any 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 security interest in the Collateral and all obligations of the
Grantors hereunder, shall be absolute and unconditional irrespective of (i) any
lack of validity or enforceability of the Credit Agreement, any 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 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, any Grantor in respect of the Secured
Obligations or in respect of this Agreement.
13. Agent's Fees and Expenses. The Grantors shall be jointly and
severally obligated to, 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 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 any Grantor to perform or observe any of the provisions
hereof. In addition, the Grantors indemnify, jointly and severally, and hold the
Agent and the Lenders harmless from and against any and all liability incurred
by the Agent or the Lenders hereunder or in connection herewith, unless such
liability shall be due to the gross negligence or wilful misconduct of the Agent
or the Lenders, as the case may be. 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 paid in cash, (b) the Lenders have no
further
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commitment to make any Loans under the Credit Agreement, (c) the Agent shall
have no further obligation to issue any Letters of Credit, and (d) The Chase
Manhattan Bank has no further obligation to extend financial accommodations
under any Rate Agreement, at which time the Agent shall reassign and deliver to
the Grantors, or to such person or persons as the Grantors 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
Grantors 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 Grantors.
15. Notices. All communications and notices hereunder shall be in
writing and given as provided in the Credit Agreement.
16. Further Assurances. Each Grantor agrees 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 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
no Grantor shall 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.
18. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (EXCEPT CONFLICTS OF LAWS
PRINCIPLES THEREOF), EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND
EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.
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 two or more
counterparts, each of which shall constitute an original, but all of which, when
taken
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together, shall constitute but one instrument. This Agreement shall be effective
when a counterpart which bears the signature of the Grantors shall have been
delivered to the Agent.
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.
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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.
RECREATION VEHICLE PRODUCTS, INC.
By:
--------------------------------------------
Name:
Title:
RV PRODUCTS HOLDING CORP.
By:
--------------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as Agent
By:
--------------------------------------------
Name:
Title:
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SCHEDULE I
to Pledge Agreement
percentage
of
Class of Stock Number Outstanding
Owner Stock Issuer Stock Certificate No(s). Par Value of Shares Shares
----- ------------ ----- ------------------ --------- --------- ------
RV Products Holding Recreation Vehicle Common 5 $1.00 per 1,000 100%
Corp. Products, Inc. share
Recreation Vehicle RVP International Sales Common 1 1,000 65%
Products, Inc. Corporation
Description of Pledged Debt:
Obligation Issuer Description of Obligation Maturity Date Original Principal Amount
----------------- ------------------------- ------------- -------------------------
None
