PLEDGE AGREEMENT (Credit Parties)
This PLEDGE AGREEMENT, dated as of July 2, 2002 (together with all
amendments, if any, from time to time hereto, this "Agreement"), is made by and
among EACH OF THE PLEDGORS SIGNATORY HERETO AND EACH ADDITIONAL PARTY THAT
BECOMES A PLEDGOR HERETO PURSUANT TO SECTION 21 HEREOF (together with their
respective successors and assigns, collectively, "Pledgors" and each
individually, "Pledgor"), and GENERAL ELECTRIC CAPITAL CORPORATION, in its
capacity as Agent ("Agent") for itself and the lenders from time to time party
to the Credit Agreement referred to below ("Lenders").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement, dated as of the
date hereof, by and among Xxxxx International Enterprises Corp., a New York
corporation ("Xxxxx") and Blue Ridge Textile Manufacturing Inc., a Georgia
corporation ("Blue Ridge") (Xxxxx and Blue Ridge are sometimes collectively
referred to herein as the "Borrowers" and individually as a "Borrower"); the
other Credit Parties signatory thereto; General Electric Capital Corporation,
for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory
thereto from time to time (including all annexes, exhibits and schedules
thereto, as from time to time amended, restated, supplemented or otherwise
modified, the "Credit Agreement") the Lenders have agreed to make Loans to, and
incur the Letter of Credit Obligations for the benefit of, Borrowers;
WHEREAS, Pledgors are the respective record and beneficial owners of
the Pledged Shares listed in Part A of Schedule I hereto and the respective
owners of the Pledged Indebtedness listed in Part B of Schedule I;
WHEREAS, Pledgors directly or indirectly benefit from the credit
facilities made available to Borrowers under the Credit Agreement; and
WHEREAS, in order to induce Agent and Lenders to enter into the Credit
Agreement and the other Loan Documents and to induce Agent and Lenders to make
the Loans and to incur the Letter of Credit Obligations as provided for in the
Credit Agreement, Pledgors have agreed to pledge the Pledged Collateral to Agent
in accordance herewith;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and to induce Lenders to make the Loans and to incur the
Letter of Credit Obligations under the Credit Agreement, it is agreed as
follows:
1. Definitions. Unless otherwise defined herein, terms defined in the
Credit Agreement or in Annex A thereto are used herein (including the recitals
hereof) as therein defined, and the following shall have the following
respective meanings (such
meanings being equally applicable to both the singular and plural form of the
terms defined):
"Bankruptcy Code" means title 11, United States Code, as amended from
time to time, and any successor statute thereto.
"Operating Agreement" means each limited liability company agreement,
operating agreement or similar agreement identified on Part A of Schedule I
hereto relating to Pledged Shares consisting of a membership interest in a
limited liability company, in each case, as amended, supplemented or otherwise
modified from time to time.
"Pledged Collateral" has the meaning assigned to such term in Section 2
hereof.
"Pledged Entity" means an issuer of Pledged Shares or Pledged
Indebtedness.
"Pledged Indebtedness" means, with respect to any Pledgor or Pledgors,
the Indebtedness evidenced by promissory notes and instruments listed on Part B
of Schedule I hereto.
"Pledged Shares" means, with respect to any Pledgor or Pledgors, those
shares of Stock held by such Pledgor or Pledgors listed on Part A of Schedule I
hereto.
"Secured Obligations" has the meaning assigned to such term in Section
3 hereof.
2. Pledge. Each Pledgor hereby pledges to Agent, and grants to Agent
(i) for itself and the benefit of the holders of A Obligations, a first priority
security interest in all of the following and (ii) for the benefit of the
holders of B Obligations, a second priority security interest in all of the
following (collectively, the "Pledged Collateral"):
(a) such Pledgor's Pledged Shares and the certificates
representing such Pledged Shares, and all dividends, distributions, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed and to the extent applicable,
allocations of profit and losses in respect of or in exchange for any or
all of such Pledged Shares;
(b) any additional shares of Stock, or other right, title or
interest in, any Person from time to time acquired by such Pledgor in any
manner (which shares shall be deemed to be part of such Pledgor's Pledged
Shares), and any certificates representing such Stock, and all dividends,
distributions, cash,
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instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or
all of such Stock;
(c) such Pledgor's Pledged Indebtedness and the promissory notes or
instruments evidencing such Pledged Indebtedness, and all interest, cash,
instruments and other property and assets from time to time received,
receivable or otherwise distributed in respect of such Pledged
Indebtedness; and
(d) all additional Indebtedness arising after the date hereof and
owing to such Pledgor (which Indebtedness shall be deemed to be part of
such Pledgor's Pledged Indebtedness) and evidenced by promissory notes or
other instruments, together with such promissory notes and instruments, and
all interest, cash, instruments and other property and assets from time to
time received, receivable or otherwise distributed in respect of such
Pledged Indebtedness.
3. Security for Obligations; Delivery of Pledged Collateral.
(a) This Agreement secures, and the Pledged Collateral is security
for, the prompt payment in full when due, whether at stated maturity, by
acceleration or otherwise, and performance of all Obligations of any kind
under or in connection with the Credit Agreement and the other Loan
Documents and all obligations of Pledgors now or hereafter existing under
this Agreement including, without limitation, all fees, costs and expenses
whether in connection with collection actions hereunder or otherwise
(collectively, the "Secured Obligations").
(b) All certificates and all promissory notes and instruments
evidencing the Pledged Collateral shall be delivered to and held by or on
behalf of Agent, for itself and the benefit of Lenders, pursuant hereto.
All Pledged Shares evidenced by certificates shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to Agent and all promissory notes or other
instruments evidencing the Pledged Indebtedness shall be endorsed by the
applicable Pledgor, in form and substance reasonably satisfactory to Agent.
Each Pledgor has caused each such Pledged Entity to record on its books and
records the pledge created hereby and to execute and deliver the
Acknowledgment and Consent in the form of Schedule III hereto. Each Pledgor
hereby authorizes Agent to attach each Pledge Amendment to this Agreement
and agrees that all Pledged Shares and Pledged Indebtedness listed on any
Pledge Amendment delivered to Agent shall for all purposes hereunder be
considered Pledged Collateral.
4. Pledgor hereby authorizes and instructs each Pledged Entity listed
on Part A of Schedule I hereto to comply with any instruction received by it
from Agent
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without any further order or further consent or instructions from Pledgor and
Pledgor agrees that each Pledged Entity shall be fully protected in so
complying.
5. Representations and Warranties. Each Pledgor represents and warrants
to Agent that:
(a) Such Pledgor is, and at the time of its pledge of any Pledged
Collateral hereunder will be, the sole holder of record and the sole
beneficial owner of such Pledged Collateral free and clear of any Lien
thereon or affecting the title thereto, except for any Lien created by this
Agreement;
(b) All of the Pledged Shares have been duly authorized, validly
issued and are fully paid and non-assessable; the Pledged Indebtedness has
been duly authorized, authenticated or issued and delivered by, and is the
legal, valid and binding obligations of, the Pledged Entities, and no such
Pledged Entity is in default thereunder;
(c) Such Pledgor has the right and requisite authority to pledge,
assign, transfer, deliver, deposit and set over the Pledged Collateral
pledged by such Pledgor to Agent as provided herein;
(d) None of the Pledged Collateral has been issued or transferred in
violation of the securities registration, securities disclosure or similar
laws of any jurisdiction to which such issuance or transfer may be subject;
(e) All of the Pledged Shares are presently owned by such Pledgor
and are presently represented by the certificates as listed on Part A of
Schedule I hereto. As of the date hereof, there are no existing options,
warrants, calls, purchase rights or commitments of any character whatsoever
relating to the Pledged Shares;
(f) No consent, approval, authorization or other order or other
action by, and no notice to or filing with, any Governmental Authority or
any other Person is required (i) for the pledge by such Pledgor of its
Pledged Collateral pursuant to this Agreement or for the execution,
delivery or performance of this Agreement by such Pledgor, or (ii) for the
exercise by Agent of the voting or other rights provided for in this
Agreement or the remedies in respect of such Pledgor's Pledged Collateral
pursuant to this Agreement, except as may be required in connection with
such disposition by laws affecting the offering and sale of securities
generally;
(g) The pledge, assignment and delivery of such Pledgor's Pledged
Collateral pursuant to this Agreement will create (i) a valid first
priority Lien on and a first priority perfected security interest in favor
of the Agent for the benefit of Agent and holders of A Obligations in such
Pledged Collateral and (ii)
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a valid second priority Lien on and a second priority perfected security
interest in favor of the Agent for the benefit of the holder of B
Obligations the proceeds thereof, securing the payment of the Secured
Obligations, subject to no other Lien;
(h) This Agreement has been duly authorized, executed and delivered
by such Pledgor and constitutes a legal, valid and binding obligation of
such Pledgor enforceable against such Pledgor in accordance with its terms;
(i) Such Pledgor's Pledged Shares constitute 100% of the issued and
outstanding shares of Stock of each Pledged Entity; and
(j) None of such Pledgor's Pledged Indebtedness is subordinated in
right of payment to other Indebtedness (except for the Secured Obligations)
or subject to the terms of an indenture.
The representations and warranties set forth in this Section 5 shall
survive the execution and delivery of this Agreement.
6. Covenants. Each Pledgor covenants and agrees that until the
Termination Date:
(a) Without the prior written consent of Agent, no Pledgor will
sell, assign, transfer, pledge, or otherwise encumber any of its rights in
or to the Pledged Collateral, or any unpaid dividends, interest or other
distributions or payments with respect to the Pledged Collateral or xxxxx x
Xxxx in the Pledged Collateral, unless, in each case, otherwise expressly
permitted by the Credit Agreement;
(b) Each Pledgor will, at its expense, (a) promptly execute,
acknowledge and deliver all such instruments and take all such actions as
Agent from time to time may request in order to ensure to Agent and Lenders
the benefits of the Liens in and to the Pledged Collateral intended to be
created by this Agreement, including the filing of any necessary Code
financing statements, which may be filed by Agent with or (to the extent
permitted by law) without the signature of such Pledgor, and (b) will
cooperate with Agent, at such Pledgor's expense, in obtaining all necessary
approvals and making all necessary filings under federal, state, local or
foreign law in connection with such Liens or any sale or transfer of the
Pledged Collateral;
(c) Each Pledgor has and will defend the title to the Pledged
Collateral pledged by it and the Liens of Agent in such Pledged Collateral
against the claim of any Person and will maintain and preserve such Liens;
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(d) Each Pledgor will, upon obtaining ownership of any additional
Stock or promissory notes or instruments of any Person, which Stock, notes
or instruments are not already Pledged Collateral, promptly (and in any
event within three (3) Business Days) deliver to Agent a Pledge Amendment,
duly executed by such Pledgor, in substantially the form of Schedule II
hereto (a "Pledge Amendment") in respect of any such additional Stock,
notes or instruments, pursuant to which such Pledgor shall pledge to Agent
all of such additional Stock, notes and instruments. Each Pledgor hereby
authorizes Agent to attach each Pledge Amendment to this Agreement and
agrees that all Pledged Shares and Pledged Indebtedness listed on any
Pledge Amendment delivered to Agent shall for all purposes hereunder be
considered Pledged Collateral; and
(e) Pledgor shall not permit any amendments to the Pledged Entity's
certificate of incorporation, by-laws, operating agreements or other
organizational or governing documents without the prior written consent of
Agent.
7. Pledgors' Rights. As long as no Default or Event of Default shall
have occurred and be continuing and until written notice shall be given to
Pledgors in accordance with Section 8(a) hereof:
(a) Pledgors shall have the right, from time to time, to vote and
give consents with respect to the Pledged Collateral, or any part thereof
for all purposes not inconsistent with the provisions of this Agreement,
the Credit Agreement or any other Loan Document; provided, however, that no
vote shall be cast, and no consent shall be given or action taken, which
would have the effect of impairing the position or interest of Agent in
respect of the Pledged Collateral or which would authorize, effect or
consent to (unless and to the extent expressly permitted by the Credit
Agreement):
(i) the dissolution or liquidation, in whole or in part, of a
Pledged Entity;
(ii) the consolidation or merger of a Pledged Entity with any
other Person;
(iii) the sale, disposition or encumbrance of all or
substantially all of the assets of a Pledged Entity, except for Liens in
favor of Agent;
(iv) any change in the authorized number of shares, the stated
capital or the authorized share capital of a Pledged Entity or the issuance
of any additional shares of such Pledged Entity's Stock or the issuance of
any other interests convertible into or granting the right to purchase or
receive any additional shares of stock; or
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(v) the alteration of the voting rights with
respect to the Stock of a Pledged Entity;
(b)
(i) Pledgors shall be entitled, from time to time,
to collect and receive for its own use all cash dividends, other
distributions and interest paid in respect of the Pledged Collateral to the
extent not in violation of the Credit Agreement other than any and all: (A)
dividends, other distributions and interest paid or payable other than in
cash in respect of any Pledged Collateral, and instruments and other
property received, receivable or otherwise distributed in respect of, or in
exchange for, any Pledged Collateral; (B) dividends and other distributions
paid or payable in cash in respect of any Pledged Shares in connection with
a partial or total liquidation or dissolution or in connection with a
reduction of capital, capital surplus or paid-in capital of a Pledged
Entity; and (C) cash paid, payable or otherwise distributed, in respect of
principal of, or in redemption of, or in exchange for, any Pledged
Collateral; provided, however, that until actually paid all rights to such
distributions shall remain subject to the Lien created by this Agreement;
and
(ii) all dividends, other distributions and interest
(other than such cash dividends, other distributions and interest as are
permitted to be paid to Pledgors in accordance with clause (i) above) in
respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid
or made, shall be delivered to Agent to hold as Pledged Collateral and
shall, if received by any Pledgor, be received in trust for the benefit of
Agent, be segregated from the other property or funds of such Pledgor, and
be forthwith delivered to Agent as Pledged Collateral in the same form as
so received (with any necessary endorsement).
8. Defaults and Remedies; Proxy.
(a) Upon the occurrence of an Event of Default and during
the continuation of such Event of Default, and concurrently with written
notice to Pledgors, Agent (personally or through an agent) is hereby
authorized and empowered to transfer and register in its name or in the
name of its nominee the whole or any part of the Pledged Collateral, to
exchange certificates or instruments representing or evidencing Pledged
Collateral for certificates or instruments of smaller or larger
denominations, to exercise the voting and all other rights as a holder with
respect thereto, to collect and receive all cash dividends, interest,
principal and other distributions made thereon, to sell in one or more
sales after ten (10) days' notice of the time and place of any public sale
or of the time at which a private sale is to take place (which notice
Pledgors agree is commercially reasonable) the whole or any part of the
Pledged Collateral and to otherwise act with respect to the Pledged
Collateral as though Agent was the outright owner thereof. Any sale shall
be made at a public or private sale at
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Agent's place of business, or at any place to be named in the notice of
sale, either for cash or upon credit or for future delivery at such price
as Agent may deem fair, and Agent may be the purchaser of the whole or any
part of the Pledged Collateral so sold and hold the same thereafter in its
own right free from any claim of Pledgors or any right of redemption. Each
sale shall be made to the highest bidder, but Agent reserves the right to
reject any and all bids at such sale which, in its discretion, it shall
deem inadequate. Demands of performance, except as otherwise herein
specifically provided for, notices of sale, advertisements and the presence
of property at sale are hereby waived and any sale hereunder may be
conducted by an auctioneer or any officer or agent of Agent. EACH PLEDGOR
HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS THE PROXY AND
ATTORNEY-IN-FACT OF SUCH PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL,
INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES FOLLOWING THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WITH FULL POWER OF
SUBSTITUTION TO DO SO. THE APPOINTMENT OF AGENT AS PROXY AND
ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL
THE TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES,
THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE
RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO
WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR
WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS OR MEMBERS, CALLING SPECIAL
MEETINGS OF SHAREHOLDERS OR MEMBERS AND VOTING AT SUCH MEETINGS). SUCH
PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY
ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF
THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED
SHARES OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, AGENT
SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME
AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING
SO.
(b) If, at the original time or times appointed for the
sale of the whole or any part of the Pledged Collateral, the highest bid,
if there be but one sale, shall be inadequate to discharge in full all the
Secured Obligations, or if the Pledged Collateral be offered for sale in
lots, if at any of such sales, the highest bid for the lot offered for sale
would indicate to Agent, in its discretion, that the proceeds of the sales
of the whole of the Pledged Collateral would be unlikely to be sufficient
to discharge all the Secured Obligations, Agent may, on one or more
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occasions and in its discretion, postpone any of said sales by public
announcement at the time of sale or the time of previous postponement of
sale, and no other notice of such postponement or postponements of sale
need be given, any other notice being hereby waived; provided, however,
that any sale or sales made after such postponement shall be after ten (10)
days' notice to Pledgors.
(c) If, at any time when Agent in its sole discretion
determines, following the occurrence and during the continuance of an Event
of Default, that, in connection with any actual or contemplated exercise of
its rights (when permitted under this Section 8) to sell the whole or any
part of the Pledged Collateral hereunder, it is necessary or advisable to
effect a public registration of all or part of the Pledged Collateral
pursuant to the Securities Act of 1933, as amended (or any similar statute
then in effect) (the "Act"), Pledgors shall, in an expeditious manner,
cause the Pledged Entities listed on Part A and Part B of Schedule I to:
(i) Prepare and file with the Securities and
Exchange Commission (the "Commission") a registration statement with
respect to the Pledged Collateral and in good faith use commercially
reasonable efforts to cause such registration statement to become and
remain effective;
(ii) Prepare and file with the Commission such
amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions of the
Act with respect to the sale or other disposition of the Pledged Collateral
covered by such registration statement whenever Agent shall desire to sell
or otherwise dispose of the Pledged Collateral;
(iii) Furnish to Agent such numbers of copies of a
prospectus and a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as Agent may request in
order to facilitate the public sale or other disposition of the Pledged
Collateral by Agent;
(iv) Use commercially reasonable efforts to register
or qualify the Pledged Collateral covered by such registration statement
under such other securities or blue sky laws of such jurisdictions within
the United States and Puerto Rico as Agent shall request, and do such other
reasonable acts and things as may be required of it to enable Agent to
consummate the public sale or other disposition in such jurisdictions of
the Pledged Collateral by Agent;
(v) Furnish, at the request of Agent, on the date
that the Pledged Collateral is delivered to the underwriters for sale
pursuant to such registration or, if the security is not being sold through
underwriters, on the date that the registration statement with respect to
such Pledged Collateral becomes
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effective, (A) an opinion, dated such date, of the independent counsel
representing such registrant for the purposes of such registration,
addressed to the underwriters, if any, and in the event the Pledged
Collateral are not being sold through underwriters, then to Agent, in
customary form and covering matters of the type customarily covered in such
legal opinions; and (B) a comfort letter, dated such date, from the
independent certified public accountants of such registrant, addressed to
the underwriters, if any, and in the event the Pledged Collateral are not
being sold through underwriters, then to Agent, in a customary form and
covering matters of the type customarily covered by such comfort letters
and as the underwriters or Agent shall reasonably request. The opinion of
counsel referred to above shall additionally cover such other legal matters
with respect to the registration in respect of which such opinion is being
given as Agent may reasonably request. The letter referred to above from
the independent certified public accountants shall additionally cover such
other financial matters (including information as to the period ending not
more than five (5) Business Days prior to the date of such letter) with
respect to the registration in respect of which such letter is being given
as Agent may reasonably request; and
(vi) Otherwise use commercially reasonable efforts to
comply with all applicable rules and regulations of the Commission, and
make available to its security holders, as soon as reasonably practicable
but not later than 18 months after the effective date of the registration
statement, an earnings statement covering the period of at least 12 months
beginning with the first full month after the effective date of such
registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Act.
(d) All expenses incurred in complying with Section 8(c)
hereof, including, without limitation, all registration and filing fees
(including all expenses incident to filing with the National Association of
Securities Dealers, Inc.), printing expenses, fees and disbursements of
counsel for the registrant, the fees and expenses of counsel for Agent,
expenses of the independent certified public accountants (including any
special audits incident to or required by any such registration) and
expenses of complying with the securities or blue sky laws or any
jurisdictions, shall be paid by Pledgors.
(e) If, at any time when Agent shall determine to exercise
its right to sell the whole or any part of the Pledged Collateral
hereunder, such Pledged Collateral or the part thereof to be sold shall
not, for any reason whatsoever, be effectively registered under the Act,
Agent may, in its discretion (subject only to applicable requirements of
law), sell such Pledged Collateral or part thereof by private sale in such
manner and under such circumstances as Agent may deem necessary or
advisable, but subject to the other requirements of this Section 8, and
shall not be required to effect such registration or to cause the same to
be effected. Without limiting the generality of the foregoing, in any such
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event, Agent in its discretion (x) may, in accordance with applicable
securities laws, proceed to make such private sale notwithstanding that a
registration statement for the purpose of registering such Pledged
Collateral or part thereof could be or shall have been filed under said Act
(or similar statute), (y) may approach and negotiate with a single possible
purchaser to effect such sale, and (z) may restrict such sale to a
purchaser who is an accredited investor under the Act and who will
represent and agree that such purchaser is purchasing for its own account,
for investment and not with a view to the distribution or sale of such
Pledged Collateral or any part thereof. In addition to a private sale as
provided above in this Section 8, if any of the Pledged Collateral shall
not be freely distributable to the public without registration under the
Act (or similar statute) at the time of any proposed sale pursuant to this
Section 8, then Agent shall not be required to effect such registration or
cause the same to be effected but, in its discretion (subject only to
applicable requirements of law), may require that any sale hereunder
(including a sale at auction) be conducted subject to restrictions:
(i) as to the financial sophistication and ability
of any Person permitted to bid or purchase at any such sale;
(ii) as to the content of legends to be placed upon
any certificates representing the Pledged Collateral sold in such sale,
including restrictions on future transfer thereof;
(iii) as to the representations required to be made
by each Person bidding or purchasing at such sale relating to that Person's
access to financial information about any Pledgor and such Person's
intentions as to the holding of the Pledged Collateral so sold for
investment for its own account and not with a view to the distribution
thereof; and
(iv) as to such other matters as Agent may, in its
discretion, deem necessary or appropriate in order that such sale
(notwithstanding any failure so to register) may be effected in compliance
with the Bankruptcy Code and other laws affecting the enforcement of
creditors' rights and the Act and all applicable state securities laws.
(f) Pledgors recognize that Agent may be unable to effect a
public sale of any or all the Pledged Collateral and may be compelled to
resort to one or more private sales thereof in accordance with clause (e)
above. Pledgors also acknowledge that any such private sale may result in
prices and other terms less favorable to the seller than if such sale were
a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall not be deemed to have been made in a commercially
unreasonable manner solely by virtue of such sale being private. Agent
shall be under no obligation to delay a sale of any of the Pledged
Collateral for the period of time necessary to permit the Pledged Entity to
register such securities for public sale under the Act, or under
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applicable state securities laws, even if the applicable Pledgor and the
Pledged Entity would agree to do so.
(g) Each Pledgor agrees to the maximum extent permitted by
applicable law that following the occurrence and during the continuance of
an Event of Default it will not at any time plead, claim or take the
benefit of any appraisal, valuation, stay, extension, moratorium or
redemption law now or hereafter in force in order to prevent or delay the
enforcement of this Agreement, or the absolute sale of the whole or any
part of the Pledged Collateral or the possession thereof by any purchaser
at any sale hereunder, and each Pledgor waives the benefit of all such laws
to the extent it lawfully may do so. Each Pledgor agrees that it will not
interfere with any right, power and remedy of Agent provided for in this
Agreement or now or hereafter existing at law or in equity or by statute or
otherwise, or the exercise or beginning of the exercise by Agent of any one
or more of such rights, powers or remedies. No failure or delay on the part
of Agent to exercise any such right, power or remedy and no notice or
demand which may be given to or made upon any Pledgor by Agent with respect
to any such remedies shall operate as a waiver thereof, or limit or impair
Agent's right to take any action or to exercise any power or remedy
hereunder, without notice or demand, or prejudice its rights as against any
Pledgor in any respect.
(h) Each Pledgor further agrees that a breach of any of the
covenants contained in this Section 8 will cause irreparable injury to
Agent, that Agent shall have no adequate remedy at law in respect of such
breach and, as a consequence, agrees that each and every covenant contained
in this Section 8 shall be specifically enforceable against each Pledgor,
and each Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that the Secured Obligations are not then due and payable in
accordance with the agreements and instruments governing and evidencing
such obligations.
9. Waiver. No delay on Agent's part in exercising any power of
sale, Lien, option or other right hereunder, and no notice or demand which may
be given to or made upon any Pledgor by Agent with respect to any power of sale,
Lien, option or other right hereunder, shall constitute a waiver thereof, or
limit or impair Agent's right to take any action or to exercise any power of
sale, Lien, option, or any other right hereunder, without notice or demand, or
prejudice Agent's rights as against any Pledgor in any respect.
10. Assignment. Agent may assign, indorse or transfer any
instrument evidencing all or any part of the Secured Obligations as provided in,
and in accordance with, the Credit Agreement, and the holder of such instrument
shall be entitled to the benefits of this Agreement.
12
11. Termination. Immediately following the Termination Date,
Agent shall deliver to each Pledgor the Pledged Collateral pledged by such
Pledgor at the time subject to this Agreement and all instruments of assignment
executed in connection therewith, free and clear of the Liens hereof and, except
as otherwise provided herein, all of Pledgors' obligations hereunder shall at
such time terminate.
12. Lien Absolute. All rights of Agent hereunder, and all
obligations of Pledgors hereunder, shall be absolute and unconditional
irrespective of:
(a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document or any other agreement or instrument
governing or evidencing any Secured Obligations;
(b) any change in the time, manner or place of payment of, or
in any other term of, all or any part of the Secured Obligations, or
any other amendment or waiver of or any consent to any departure from
the Credit Agreement, any other Loan Document or any other agreement or
instrument governing or evidencing any Secured Obligations;
(c) any exchange, release or non-perfection of any other
Collateral, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the Secured Obligations;
(d) the insolvency of any Credit Party; or
(e) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, any Pledgor.
13. Release. Each Pledgor, in its capacity as Pledgor, consents
and agrees that Agent may at any time, or from time to time, in its discretion:
(a) renew, extend or change the time of payment, and/or the
manner, place or terms of payment of all or any part of the Secured
Obligations; and
(b) exchange, release and/or surrender all or any of the
Collateral (including the Pledged Collateral), or any part thereof, by
whomsoever deposited, which is now or may hereafter be held by Agent in
connection with all or any of the Secured Obligations; all in such
manner and upon such terms as Agent may deem proper, and without notice
to or further assent from Pledgors, it being hereby agreed that
Pledgors shall be and remain bound upon this Agreement, irrespective of
the value or condition of any of the Collateral, and notwithstanding
any such change, exchange, settlement, compromise, surrender, release,
renewal or extension, and notwithstanding also that the Secured
Obligations may, at any time, exceed the aggregate principal amount
thereof set
13
forth in the Credit Agreement, or any other agreement governing any
Secured Obligations. Pledgors hereby waive notice of acceptance of this
Agreement, and also presentment, demand, protest and notice of dishonor
of any and all of the Secured Obligations, and promptness in commencing
suit against any party hereto or liable hereon, and in giving any
notice to or of making any claim or demand hereunder upon Pledgors. No
act or omission of any kind on Agent's part shall in any event affect
or impair this Agreement.
14. Reinstatement. This Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against
any Credit Party, Pledgor or any Pledged Entity for liquidation or
reorganization, should any Credit Party, Pledgor or any Pledged Entity become
insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of any Credit
Party, Pledgor's or any Pledged Entity's assets, and shall continue to be
effective or be reinstated, as the case may be, if at any time payment and
performance of the Secured Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Secured Obligations, whether as a "voidable
preference", "fraudulent conveyance", or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Secured Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.
15. Miscellaneous.
(a) Agent may execute any of its duties hereunder by or
through agents or employees and shall be entitled to advice of counsel
concerning all matters pertaining to its duties hereunder.
(b) Pledgors jointly and severally agree to promptly
reimburse Agent for actual out-of-pocket expenses, including, without
limitation, reasonable counsel fees, incurred by Agent in connection
with the administration and enforcement of this Agreement.
(c) Neither Agent nor any Lender or any of its respective
officers, directors, employees, agents or counsel shall be liable for
any action lawfully taken or omitted to be taken by it or them
hereunder or in connection herewith, except for its or their own gross
negligence or willful misconduct as finally determined by a court of
competent jurisdiction.
(d) THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF EACH PLEDGOR AND AGENT AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS (INCLUDING IN THE CASE OF ANY PLEDGOR A DEBTOR-IN-POSSESSION ON
BEHALF OF SUCH PLEDGOR). NO PLEDGOR MAY ASSIGN, SELL, HYPOTHECATE OR
14
OTHERWISE TRANSFER ANY INTEREST IN OR OBLIGATION UNDER THIS AGREEMENT
WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF AGENT. NO SALES OF
PARTICIPATIONS, OTHER SALES, ASSIGNMENTS, TRANSFERS OR OTHER
DISPOSITIONS OF ANY AGREEMENT GOVERNING OR INSTRUMENT EVIDENCING THE
SECURED OBLIGATIONS OR ANY PORTION THEREIN OR INTEREST THEREON SHALL IN
ANY MANNER IMPAIR THE LIEN GRANTED TO AGENT FOR ITS AND LENDERS BENEFIT
HEREUNDER.
(e) THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS ARISING HEREUNDER SHALL
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA. EACH PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN XXX XXXX XXXXXX, XXXX XX XXX XXXX, XXX XXXX
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
DISPUTES BETWEEN PLEDGORS, AGENT AND LENDERS PERTAINING TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS; PROVIDED, THAT AGENT, LENDERS AND THE PLEDGORS ACKNOWLEDGE
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY X XXXXX
XXXXXXX XXXXXXX XX XXX XXXX XXXXXX; PROVIDED FURTHER, THAT NOTHING IN
THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR
TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH
PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PLEDGOR
HEREBY WAIVES ANY OBJECTION THAT SUCH PLEDGOR MAY HAVE BASED UPON LACK
OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND
HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
DEEMED APPROPRIATE BY SUCH COURT. EACH PLEDGOR HEREBY WAIVES PERSONAL
SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH
ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
SUCH PLEDGOR
15
AT THE ADDRESS SET FORTH IN ANNEX I OF THE CREDIT AGREEMENT AND THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH
PLEDGOR'S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE UNITED
STATES MAILS, PROPER POSTAGE PREPAID.
(f) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE
BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING
BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AMONG AGENT, LENDERS AND ANY PLEDGOR ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.
(g) Agent's or any Lender's failure, at any time or times, to
require strict performance by the Pledgors of any provision of this
Agreement shall not waive, affect or diminish any right of Agent
thereafter to demand strict compliance and performance herewith or
therewith. None of the undertakings, agreements, warranties, covenants
and representations of any Pledgor contained in this Agreement by any
Pledgor shall be deemed to have been suspended or waived by Agent,
unless such waiver or suspension is by an instrument in writing signed
by an officer of or other authorized employee of Agent, and directed to
Borrowers specifying such suspension or waiver.
16. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Agreement. This Agreement is
to be read, construed and applied together with the Credit Agreement and the
other Loan Documents which, taken together, set forth the complete understanding
and agreement of Agent, Lenders and Pledgors with respect to the matters
referred to herein and therein.
16
17. Notices. Whenever it is provided herein that any notice,
demand, request, consent, approval, declaration or other communication shall or
may be given to or served upon any of the parties by any other party, or
whenever any of the parties desires to give or serve upon another any such
communication with respect to this Agreement, each such notice, demand, request,
consent, approval, declaration or other communication shall be in writing and
shall be addressed to the party to be notified at the address set forth in Annex
I to the Credit Agreement (or such other address as may be substituted by notice
given in the manner required by Section 11.10 of the Credit Agreement), and
given in the manner required by Section 11.10 of the Credit Agreement.
18. Section Titles. The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.
19. Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement.
20. Benefit of Lenders. All security interests granted or
contemplated hereby shall be for the benefit of Agent and the other Lenders, and
all proceeds or payments realized from the Pledged Collateral in accordance
herewith shall be applied to the Obligations in accordance with the terms of the
Credit Agreement.
21. Additional Pledgors. The initial Pledgors hereunder shall be
the parties signatories hereto on the date hereof. From time to time subsequent
to the date hereof, additional Subsidiaries of any Pledgor may become parties
hereto, as additional Pledgors (each, an "Additional Pledgor"), by executing a
counterpart of this Agreement substantially in the form of Exhibit A attached
hereto. Upon delivery of any such counterpart to Agent, notice of which is
hereby waived by the Pledgors, each Additional Pledgor shall be a Pledgor and
shall be as fully a party hereto as if such Additional Pledgor were an original
signatory hereto. Each Pledgor expressly agrees that its obligations arising
hereunder shall not be affected or diminished by the addition or release of any
other Pledgor hereunder nor by any election of Agent not to cause any Subsidiary
of any Pledgor to become an Additional Pledgor hereunder. This Agreement shall
be fully effective as to any Pledgor that is or becomes a party hereto
regardless of whether any other Person becomes or fails to become or ceases to
be a Pledgor hereunder.
22. No Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement.
17
23. Further Assurances. Each Pledgor executing this Agreement
agrees that it shall and shall cause each other Pledgor to, at such Pledgor's
expense and upon request of Agent, duly execute and deliver, or cause to be duly
executed and delivered, to Agent such further instruments and do and cause to be
done such further acts as may be necessary or proper in the reasonable opinion
of Agent to carry out more effectively the provisions and purposes of this
Agreement or any other Loan Document.
24. Advice of Counsel. Each of the parties represents to each
other party hereto that it has discussed this Agreement and, specifically, the
provisions of Section 15(e) and (f), with its counsel.
25. Intercreditor Agreements. The Lenders have agreed, among
themselves, that the Lien created in favor of the holders of A Obligations shall
be prior and superior to any Lien or other interests created in favor of or held
by the holders of the B Obligations in respect of the Collateral, such priority
as between the holders of the A Obligations and the holders of the B
Obligations, shall give the holders of the A Obligations all the rights powers
and privileges of a first priority secured creditor under the Code, other
applicable law and otherwise in respect of the Collateral, with the rights,
powers and privileges of holders of the B Obligations in respect of the
Collateral being subject to and subordinate to the Lien for the benefit of the
holders of the A Obligations. The application and receipt of Proceeds of
Collateral are subject to the provisions of Section 1.18 of the Credit
Agreement. The Lien priorities provided herein and in the Collateral Documents
shall not be altered or otherwise affected by any modification, renewal,
restatement, extension or refinancing of any Obligations. The Lenders
acknowledge and consent to the granting of the Liens on the Collateral as
provided for herein and shall not (and hereby waive any right to) contest in any
proceeding the validity, priority or enforceability of the Lien on the
Collateral of the holders of A Obligations. The provisions of this Section 25
and the rights and benefits hereof shall inure solely to the benefit of the
Lenders and their respective successors and permitted assigns and no other
Person (including, without limitation, the Credit Parties) shall have or be
entitled to assert rights or benefits under this Section 25.
[SIGNATURE PAGE FOLLOWS]
18
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first written above.
PLEDGORS:
XXXXX INTERNATIONAL ENTERPRISES
CORP.
By:_________________________
Name:
Title:
BLUE RIDGE TEXTILE MANUFACTURING
INC.
By:_________________________
Name:
Title:
OHIO GARMENT RENTAL, INC.
By:_________________________
Name:
Title:
AGENT:
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent
By:_________________________
Name:
Its: Duly Authorized Signatory
SCHEDULE I
PART A
PLEDGED SHARES
--------------------------------------------------------------------------------------------
Class Number % of
of Stock Cert. of Outstanding
Pledgor Pledged Entity Stock No.(s) Shares Shares
------- -------------- ----- ------ ------ ------
--------------------------------------------------------------------------------------------
Xxxxx International Blue Ridge Textile Common V-2 100 100%
Enterprises Corp. Manufacturing, Inc. Voting
Common NV-2 10,000
Non-
Voting
--------------------------------------------------------------------------------------------
Xxxxx International Ohio Garment Rental, Common 45 25,000 100%
Enterprises Corp. Inc.
--------------------------------------------------------------------------------------------
PART B
PLEDGED INDEBTEDNESS
Each Intercompany Note evidencing intercompany Indebtedness owing to a Pledgor
from another Credit Party.
SCHEDULE II
PLEDGE AMENDMENT
This Pledge Amendment, dated ________________, ___ is delivered
pursuant to Section 6(d) of the Pledge Agreement referred to below. All defined
terms herein shall have the meanings ascribed thereto or incorporated by
reference in the Pledge Agreement. The undersigned hereby certifies that the
representations and warranties in Section 5 of the Pledge Agreement are and
continue to be true and correct, both as to the promissory notes, instruments,
Stock pledged prior to this Pledge Amendment and as to the promissory notes,
instruments, Stock pledged pursuant to this Pledge Amendment. The undersigned
further agrees that this Pledge Amendment may be attached to that certain Pledge
Agreement, dated as of July 2, 2002, among the signatories thereto, each as a
Pledgor, and General Electric Capital Corporation, as Agent, (the "Pledge
Agreement") and that the Pledged Collateral listed on this Pledge Amendment
shall be and become a part of the Pledged Collateral referred to in said Pledge
Agreement and shall secure all Secured Obligations referred to in said Pledge
Agreement. The undersigned acknowledges that any promissory notes, instruments,
Stock interests not included in the Pledged Collateral at the discretion of
Agent may not otherwise be pledged by the undersigned to any other Person or
otherwise used as security for any obligations other than the Secured
Obligations.
[NAME OF PLEDGOR]
By:__________________________
Name:
Title:
PLEDGED SHARES:
-------------------------------------------------------------------------------------
Name and Class Certificate Number
Address of Pledgor Pledged Entity of Stock Number(s) of Shares
------------------ -------------- -------- ---------- ---------
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
PLEDGED SHARES: MEMBERSHIP INTERESTS:
--------------------------------------------------------------------------------------
Description
of Pledged
Limited
Liability
Company
and Number % of
Operating Cert. of Outstanding
Pledgor Pledged Entity Agreement No.(s) Interests Interests
------- -------------- --------- ------ --------- ---------
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
PLEDGED INDEBTEDNESS
----------------------------------------------------------------------------------------------
Initial Issue Date Maturity Interest Rate
------- ---------- -------- -------------
Maker Principal Amount Date
----- ---------------- ----
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
SCHEDULE III
ACKNOWLEDGMENT AND CONSENT
General Electric Capital Corporation
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Account Manager
[Name of Pledged Entity] ("Company") hereby (i) acknowledges receipt of a
fully executed copy of the Pledge Agreement, dated as of July __, 2002 (the
"Agreement"; capitalized terms used herein without definition have the meanings
provided therein), made by [Name of Pledgor] ("Pledgor") and certain other
pledgors in favor of General Electric Capital Corporation, as Agent ("Agent");
(ii) consents and agrees to the pledge by Pledgor of the Pledged Collateral
pursuant to the Agreement and to all of the other terms and provisions of the
Agreement; (iii) agrees to comply with all instructions received by it from
Agent without further consent by Pledgor; [(iv) irrevocably waives any breach or
default under the Operating Agreement as a result of the execution, delivery and
performance by Pledgor and Agent of the Agreement; (v) advises Pledgor and Agent
that a pledge of the Pledged Stock consisting of membership interests in limited
liability companies set forth on Schedule I to the Agreement has been registered
on the books of Company and in the name of the Agent and agrees to so register
any additional Pledged Stock consisting of a membership interest in a limited
liability company; (vi) represents and warrants that, except for the pledge in
favor of Agent, there are no liens, restrictions or adverse claims to which the
Pledged Collateral is or may be subject as of the date hereof; (vii) except with
the prior written consent of Agent, agrees not to admit any new Members to
Company or any limited liability company to which Company is a Member;]/1/ and
(viii) [(iv)] consents and agrees to any transfer of the Pledged Collateral
pursuant to Section 8 of the Agreement.
IN WITNESS WHEREOF, a duly authorized officer of the undersigned has
executed and delivered this Acknowledgment and Consent as of this ___ day of
____, 200_
[NAME OF PLEDGED ENTITY]
By:___________________________
Name:
Title:
----------------------
/1/ Insert clauses (iv) to (vii) only for Pledged Entities which are limited
liability companies.
EXHIBIT A
TO
PLEDGE AGREEMENT
COUNTERPART TO PLEDGE AGREEMENT
This counterpart, dated _________, [200__], is delivered pursuant to
Section 21 of that certain Pledge Agreement dated as of July __, 2002 (as from
time to time amended, modified or supplemented, the "Pledge Agreement"; the
terms defined therein and not otherwise defined herein being used as therein
defined), among the signatories thereto, as Pledgors, and General Electric
Capital Corporation, as Agent. The undersigned hereby agrees (i) that this
counterpart may be attached to the Pledge Agreement, and (ii) that the
undersigned will comply with and be subject to, including representations and
warranties, all the terms and conditions of the Pledge Agreement as if it were
an original signatory thereto.
[NAME OF ADDITIONAL PLEDGOR]
By:_______________________
Name:
Title:
