Exhibit 10.6
AMENDMENT NO. 2 TO
PLEDGE AGREEMENT
RIVER HILLS WILSONS, INC.
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This Amendment No. 2 to PLEDGE AGREEMENT RIVER HILLS WILSONS, INC.
(this "Amendment") is entered into as of this 31st day of July, 1997 between
RIVER HILLS WILSONS, INC., a Minnesota corporation ("Pledgor") and GENERAL
ELECTRIC CAPITAL CORPORATION, a New York corporation, individually and as agent
(in such capacity, "Agent") for the lenders ("Lenders") signatory to the Credit
Agreement (as hereinafter defined). Unless otherwise specified herein,
capitalized terms used in this Agreement shall have the meanings ascribed to
them by the Credit Agreement (as hereinafter defined).
RECITALS
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WHEREAS, Pledgor, Borrower (and certain Affiliates of Borrower), Agent
and Lenders have entered into that certain Credit Agreement dated as of May 25,
1996, as heretofore amended and as further amended, supplemented, restated or
otherwise modified from time to time (the "Credit Agreement");
WHEREAS, Pledgor and Agent have entered into that certain Pledge
Agreement dated as of May 25, 1996, as amended by that certain Amendment No. 1
to Pledge Agreement dated as of September 18, 1996 (as further amended,
supplemented, restated or otherwise modified from time to time, the "Pledge
Agreement"); and
WHEREAS, Pledgor and Agent desire to enter into certain amendments to
the Pledge Agreement in order to satisfy the condition set forth in Section 5.11
to the Credit Agreement, and as more fully set forth herein;
NOW THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. Schedule I to the Pledge Agreement is hereby amended by inserting
the following entry to the table contained therein:
Stock Minority
Name and Address Class of Certificate Number of Shares
of Pledgor Stock Issuer Stock Number(s) Shares Outstanding
---------- ------------ ----- --------- ------ -----------
River Hills Wilsons Common 1 100
Wilsons, Inc. International
0000 Xxxxx Xxx.
Xxxxxx Xxxxx
Xxxxxxxx Xxxx,
XX 00000
2. This Amendment may be executed in counterparts with each such
counterpart being considered an original and all such counterparts constituting
one and the same document. THE TERMS OF THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS (EXCLUSIVE OF ANY RULES AND AS TO CONFLICT OF LAWS) AND THE LAWS OF THE
UNITED STATES APPLICABLE THEREIN.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first written above.
RIVER HILLS WILSONS, INC., Pledgor
By /s/ Xxxxx X. Xxxxxx
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Its President
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Accepted and Acknowledged by:
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent
By /s/ Xxxxxx Xxxxx
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Its Duly Authorized Signatory
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