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Exhibit 4.2
BORROWER STOCK PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of April 28, 2000, made by
REMINGTON ARMS COMPANY INC., a Delaware corporation (the "Borrower") in favor of
THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative
agent (in such capacity, the "Administrative Agent") for the several banks and
other financial institutions (collectively, the "Lenders") from time to time
parties to the Amended and Restated Credit Agreement, dated as of April 28, 2000
(as the same may be amended, supplemented, waived or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower, Chase Securities Inc
and Banc of America Securities LLC, as joint lead arrangers, Bank of America,
N.A., as syndication agent, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners, L.P., as
documentation agent (collectively the "Other Representatives"), the
Administrative Agent, and the Lenders.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make Extensions of Credit (as defined in the Credit
Agreement) to the Borrower upon the terms and subject to the conditions set
forth in the Credit Agreement;
WHEREAS, the Borrower is the legal and beneficial owner of the
shares of Pledged Stock (as hereinafter defined) issued by the Issuers (as
hereinafter defined); and
WHEREAS, Borrower has agreed pursuant to the Credit Agreement
to execute and deliver this Pledge Agreement to the Administrative Agent, for
the ratable benefit of the Lenders;
NOW, THEREFORE, in consideration of the premises the Borrower
hereby agrees with the Administrative Agent, for the ratable benefit of the
Lenders, as follows:
1. Defined Terms. (a) Unless otherwise defined herein,
capitalized terms defined in the Credit Agreement are used herein as defined
therein.
(b) The following terms shall have the following
meanings:
"Additional Pledged Stock": as defined in Section 5(a).
"Agreement": this Pledge Agreement, as the same may be
amended, supplemented, waived or otherwise modified from time to time.
"Code": the Uniform Commercial Code from time to time in
effect in the State of New York.
"Collateral": all of the Borrower's right, title and interest
in and to the Pledged Stock and all Proceeds thereof.
"Issuers": the collective reference to the companies
identified on Schedule 1 attached hereto as the issuers of the Pledged
Stock; individually, an "Issuer."
"Obligations": the collective reference to the unpaid
principal of and interest on (including, without limitation, interest
accruing after the maturity of the Loans and Reimbursement Obligations
and interest accruing after the filing of any petition in bankruptcy,
or the commencement of any insolvency,
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obligations and liabilities of the Borrower to the Administrative Agent, the
Other Representatives and the Lenders, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, the Credit Agreement, the Notes,
the Letters of Credit, the other Loan Documents, any Interest Rate Agreement
entered into with any Lender, any Guarantee Obligations of the Borrower referred
to in Section 8.4(b) of the Credit Agreement as to which any Lender is a
beneficiary and any other document made, delivered or given in connection with
any of the foregoing, in each case whether on account of principal, interest,
reimbursement obligations, amounts payable in connection with a termination of
any transaction entered into pursuant to an Interest Rate Agreement entered into
with any Lender, amounts payable to any Lender in connection with any such
Guarantee Obligation, fees, indemnities, costs, expenses or otherwise
(including, without limitation, all reasonable fees and disbursements of counsel
to the Administrative Agent, any Other Representative or any Lender that are
required to be paid by the Borrower pursuant to the terms of the Credit
Agreement or any other Loan Document).
"Pledged Stock": the shares of capital stock listed on
Schedule 1 hereto, together with all stock certificates, stock options
or similar rights of any nature whatsoever or any investment property
(as defined in the Code) that may be issued to or held by the Borrower
while this Agreement is in effect, including Additional Pledged Stock;
provided that in no event shall more than 65% of the issued and
outstanding shares of capital stock of any Foreign Subsidiary be
Pledged Stock.
"Proceeds": all "proceeds" as such term is defined in Section
9-306(1) of the Code and, in any event, shall include, without
limitation, all dividends or other income from the Pledged Stock,
collections thereon or distributions with respect thereto.
"Securities Act": the Securities Act of 1933, as amended.
(c) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section and
paragraph references are to this Agreement unless otherwise specified.
(d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.
2. Pledge; Grant of Security Interest. The Borrower hereby
grants to the Administrative Agent, for the ratable benefit of the Lenders, a
security interest in the Collateral, as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations, and hereby agrees that it will
deliver or cause to be delivered to the Administrative Agent, for the ratable
benefit of the Lenders, all certificates representing the Pledged Stock no later
than the second Business Day following the date hereof.
3. Stock Powers. Concurrently with the delivery to the
Administrative Agent of each certificate representing any Pledged Stock pursuant
to paragraph 2 above, the Borrower shall deliver an undated stock power covering
such certificate, duly executed in blank by the Borrower with, if the
Administrative Agent so requests, signature guaranteed.
4. Representations and Warranties. The Borrower represents and
warrants that:
(a) The shares of Pledged Stock constitute 65% of the issued
and outstanding shares of all classes of the capital stock of each
Issuer held by the Borrower on the date hereof.
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(b) All the shares of the Pledged Stock issued by Subsidiaries
of the Borrower have been (or, with respect to Additional Pledged
Stock, when pledged to the Administrative Agent, will be) duly and
validly issued and are (or, with respect to Additional Pledged Stock,
when pledged to the Administrative Agent, will be) fully paid and
nonassessable.
(c) The Borrower is (or, with respect to Additional Pledged
Stock, when pledged to the Administrative Agent, will be) the record
and beneficial owner of, and has (or, with respect to Additional
Pledged Stock, when pledged to the Administrative Agent will have) good
and marketable title to, the Pledged Stock, free of any and all Liens
or options in favor of, or material adverse claims on any of the
Pledged Stock by, any other Person, except the security interest
created by this Agreement, Liens arising by operation of law and the
rights of Remington Licensing Corporation ("RLC") and Remington
Products, Inc. ("RPI") with respect to Pledged Stock and Additional
Pledged Stock of RLC pursuant to the Trademark Settlement Agreement
effective as of December 5, 1986 between Remington Arms Company, Inc.
(the predecessor in interest to the Borrower) and RPI (the "Trademark
Settlement Agreement").
(d) Upon delivery to the Administrative Agent of all stock
certificates evidencing any Pledged Stock, the security interest
created by this Agreement, assuming the continuing possession of the
Pledged Stock by the Administrative Agent, will constitute a valid and
perfected first priority security interest in the Collateral to the
extent provided in the Code, enforceable in accordance with its terms
against all creditors of the Borrower and any Persons purporting to
purchase any Collateral from the Borrower, except as affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors'
rights generally, general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith
and fair dealing; provided, however, that the above representation and
warranty does not apply to any Lien arising by operation of law and
entitled to a priority over the security interest created by this
Agreement; provided, further, that the security interest created by
this Agreement in the Pledged Stock of the Mexican Company may not
constitute a valid and perfected security interest until it has been
registered in the shareholders' registry of the Mexican Company.
5. Covenants. The Borrower covenants and agrees with the
Administrative Agent and the Lenders that, from and after the date of this
Agreement until payment in full of the Notes, the Reimbursement Obligations and
the other Obligations then due and owing, the termination of the Commitments and
the expiration, termination or return to the Issuing Lender of the Letters of
Credit:
(a) If the Borrower shall, as a result of its ownership of the
Pledged Stock, become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate
issued in connection with any reorganization), stock option or similar
rights, whether in addition to, in substitution of, as a conversion of,
or in exchange for any Pledged Stock, or otherwise in respect thereof
(collectively, the "Additional Pledged Stock"), the Borrower shall
accept the same as the agent of the Administrative Agent and the
Lenders, hold the same in trust for the Administrative Agent, the Other
Representatives and the Lenders and deliver the same forthwith to the
Administrative Agent in the exact form received, duly indorsed by the
Borrower to the Administrative Agent, if required, together with an
undated stock power covering such certificate duly executed in blank by
the Borrower and with, if the Administrative Agent so requests,
signature guaranteed, to be held by the Administrative Agent, subject
to the terms hereof, as additional collateral security for the
Obligations. Any sums paid upon or in respect of the Pledged Stock upon
the liquidation or dissolution of any Issuer (other than pursuant to a
transaction permitted under Sections 8.5 or 8.6 of the Credit
Agreement) shall be paid over to the Administrative Agent to be held by
it hereunder as additional collateral security for the Obligations, and
in case any property shall be distributed upon or with respect to the
Pledged Stock pursuant to the recapitalization or
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reclassification of the capital of any Issuer or pursuant to the
reorganization thereof (other than pursuant to a transaction permitted
under Sections 8.5 or 8.6 of the Credit Agreement), the property so
distributed shall be delivered to the Administrative Agent to be held
by it hereunder as additional collateral security for the Obligations.
If any such sums of money or property so paid or distributed in
respect of the Pledged Stock shall be received by the Borrower, the
Borrower shall, until such money or property is paid or delivered to
the Administrative Agent, hold such money or property in trust for the
Administrative Agent, the Other Representatives and the Lenders,
segregated from other funds of the Borrower, as additional collateral
security for the Obligations.
(b) Without the prior written consent of the Administrative
Agent, the Borrower will not (1) vote to enable, or take any other
action to permit, any Issuer to issue any stock or other equity
securities of any nature or to issue any other securities convertible
into or granting the right to purchase or exchange for any stock or
other equity securities of any nature of any Issuer, to any Person
other than the Borrower, (2) sell, assign, transfer, exchange, or
otherwise dispose of, or grant any option with respect to, the
Collateral, except as permitted by Sections 8.5 or 8.6 of the Credit
Agreement, or (3) create, incur or permit to exist any Lien or option
in favor of, or any material adverse claim of any Person with respect
to, any of the Collateral, or any interest therein, except for the
security interests created by this Agreement and Liens arising by
operation of law.
(c) The Borrower shall defend the security interest created by
this Agreement as a perfected security interest against claims and
demands of all Persons whomsoever. At any time and from time to time,
upon the written request of the Administrative Agent, and at the sole
expense of the Borrower, the Borrower will promptly and duly execute
and deliver such further instruments and documents and take such
further actions as the Administrative Agent may reasonably request for
the purposes of obtaining or preserving the full benefits of this
Agreement and of the rights and powers herein granted. In the event
that an Event of Default has occurred and is continuing, if any amount
payable under or in connection with any of the Collateral shall be or
become evidenced by any instrument (including any promissory note) or
chattel paper (in each case as defined in the Code), such instrument or
chattel paper shall be immediately delivered to the Administrative
Agent, duly endorsed in a manner satisfactory to the Administrative
Agent, to be held as Collateral pursuant to this Agreement. Prior to
such delivery, the Pledgor shall hold all such instruments and chattel
paper in trust for the Administrative Agent, for the ratable benefit of
the Lenders, and shall not commingle any of the foregoing with any
assets of the Pledgor.
(d) The Borrower shall pay, and save the Administrative Agent,
the Other Representatives and the Lenders harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any
and all stamp, excise, sales or other similar taxes which may be
payable or determined to be payable with respect to any of the
Collateral or in connection with any of the transactions contemplated
by this Agreement.
(e) The Borrower shall use its best efforts to cause the
security interest created by this Agreement in the Pledged Stock of the
Mexican Company to be registered in the shareholders' registry of the
Mexican Company within ten days of the Effective Date, but in any event
as promptly as practicable.
6. Cash Dividends; Voting Rights. Unless an Event of Default
shall have occurred and be continuing and the Administrative Agent shall have
given notice to the Borrower of the Administrative Agent's intent to exercise
its corresponding rights pursuant to paragraph 7 below, the Borrower shall be
permitted to receive all dividends and distributions paid or made in respect of
the Pledged Stock and to exercise all voting and corporate and other rights with
respect to the Pledged Stock; provided, however, that no vote shall be cast or
corporate right exercised or other action taken which would materially impair
the Collateral (other than pursuant to a transaction,
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permitted under the Credit Agreement) or result in any violation of any
provision of the Credit Agreement, the Notes, this Agreement or any other Loan
Document.
7. Rights of the Lenders, the Co-Agents and the Administrative
Agent. If an Event of Default shall occur and be continuing and the
Administrative Agent shall give notice to the Borrower of its intent to exercise
such rights, (i) the Administrative Agent shall have the right to receive any
and all cash dividends paid in respect of the Pledged Stock and make application
thereof to the Obligations in such order as the Administrative Agent may
determine and (ii) the Administrative Agent shall have the right to cause all of
the Pledged Stock to be registered in the name of the Administrative Agent or
its nominee, and the Administrative Agent or its nominee may thereafter exercise
(x) all voting, corporate and other rights pertaining to such Pledged Stock at
any meeting of shareholders of any Issuer or otherwise and (y) any and all
rights of conversion, exchange, subscription and any other rights, privileges or
options pertaining to such Pledged Stock as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its discretion
any and all of the Pledged Stock upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of any
Issuer, or upon the exercise by the Borrower or the Administrative Agent of any
right, privilege or option pertaining to such Pledged Stock, and in connection
therewith, the right to deposit and deliver any and all of the Pledged Stock
with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as the Administrative Agent may
determine), all without liability (other than for its gross negligence or
willful misconduct) except to account for property actually received by it, but
the Administrative Agent shall have no duty to the Borrower to exercise any such
right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing; provided that the Administrative Agent shall not exercise
any voting or other consensual rights pertaining to the Pledged Stock in any way
that would constitute an exercise of the remedies described in paragraph 8 other
than in accordance with such paragraph 8.
8. Remedies. If an Event of Default shall occur and be
continuing, the Administrative Agent, on behalf of the Lenders, may exercise all
rights and remedies of a secured party under the Code, and, to the extent
permitted by law, all other rights and remedies granted in this Agreement and in
any other instrument or agreement securing, evidencing or relating to the
Obligations. Without limiting the generality of the foregoing, the
Administrative Agent, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon the Borrower or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived), may in such circumstances, to the extent permitted by law, forthwith
collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, assign, give option or options to purchase
or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange, broker's
board or office of the Administrative Agent, any Other Representative or any
Lender or elsewhere upon such terms and conditions as it may deem advisable and
at such prices as it may deem best, for cash or on credit or for future delivery
without assumption of any credit risk. The Administrative Agent, any Other
Representative or any Lender shall have the right, to the extent permitted by
law, upon any such sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in the Borrower,
which right or equity is hereby waived or released. The Administrative Agent
shall apply any Proceeds from time to time held by it and the net proceeds of
any such collection, recovery, receipt, appropriation, realization or sale,
after deducting all reasonable costs and expenses of every kind incurred in
respect thereof or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the
Administrative Agent, the Other Representatives and the Lenders hereunder,
including, without limitation, reasonable attorneys' fees and disbursements of
counsel to the Administrative Agent, to the payment in whole or in part of the
Obligations, in such order as the Administrative Agent may elect, and only after
such application and after the payment by the Administrative Agent of any other
amount required by any provision of law, including, without limitation, Section
9-504(1)(c) of the Code, need the Administrative Agent account for the surplus,
if any, to the Borrower. To the extent permitted by applicable law, the Borrower
waives all claims, damages and demands it may acquire against the Administrative
Agent, any Other
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Representative or any Lender arising out of the repossession, retention or sale
of the Collateral, other than any such claims, damages and demands that may
arise from the gross negligence or willful misconduct of any of them. If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition. The Borrower shall remain liable
for any deficiency if the proceeds of any sale or other disposition of
Collateral are insufficient to pay the then outstanding Obligations and the
fees and disbursements of any attorneys employed by the Administrative Agent,
any Other Representative or any Lender to collect such deficiency.
9. Registration Rights; Private Sales. (a) If the
Administrative Agent shall determine to exercise its right to sell any or all of
the Pledged Stock pursuant to paragraph 8 hereof, and if in the reasonable
opinion of the Administrative Agent it is necessary or reasonably advisable to
have the Pledged Stock, or that portion thereof to be sold, registered under the
provisions of the Securities Act, the Borrower will use its best efforts to
cause each Issuer thereof (i) to execute and deliver, and cause the directors
and officers of such Issuer to execute and deliver, all such instruments and
documents, and do or cause to be done all such other acts as may be, in the
reasonable opinion of the Administrative Agent, necessary or reasonably
advisable to register the Pledged Stock to be sold, or that portion thereof to
be sold under the provisions of the Securities Act, (ii) to use its best efforts
to cause the registration statement relating thereto to become effective and to
remain effective for a period of not more than one year from the date of the
first public offering of the Pledged Stock, or that portion thereof to be sold,
ending when all such Pledged Stock is sold, and (iii) to make all amendments
thereto and/or to the related prospectus which, in the reasonable opinion of the
Administrative Agent, are necessary or reasonably advisable, all in conformity
with the requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto. If the Administrative
Agent shall determine to exercise its right to sell any or all of the Pledged
Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the
Administrative Agent it is necessary or reasonably advisable to comply with the
provisions of the securities or "Blue Sky" laws of any jurisdiction, the
Borrower agrees to use its best efforts to cause each such Issuer to comply with
the provisions of the securities or "Blue Sky" laws of any and all jurisdictions
which the Administrative Agent shall reasonably designate and to make available
to its security holders, as soon as practicable, an earnings statement (which
need not be audited) which will satisfy the provisions of Section 11(a) of the
Securities Act.
(b) The Borrower recognizes that the Administrative Agent may
be unable to effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof. The
Borrower acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Administrative
Agent shall be under no obligation to delay a sale of any of the Pledged Stock
for the period of time necessary to permit the Issuer thereof to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so.
(c) The Borrower further agrees to use its best efforts to do
or cause to be done all such other acts as may be necessary to make such sale or
sales of all or any portion of the Pledged Stock pursuant to this paragraph 9
valid and binding and in compliance with any and all other applicable
Requirements of Law. The Borrower further agrees that a breach of any of the
covenants contained in this Section will cause irreparable injury to the
Administrative Agent, the Other Representatives and the Lenders, that the
Administrative Agent and the Lenders have no adequate remedy at law in respect
of such breach and, as a consequence, that each and every covenant contained in
this Section shall be specifically enforceable against the Borrower, and, to the
extent permitted by law, the Borrower hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except for
a defense that no Event of Default has occurred and is continuing under the
Credit Agreement.
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10. Irrevocable Authorization and Instruction to Issuers. The
Borrower hereby authorizes and instructs each Issuer to comply with any
instruction received by it from the Administrative Agent in writing that (a)
states that an Event of Default has occurred and is continuing and (b) is
otherwise in accordance with the terms of this Agreement, without any other or
further instructions from the Borrower, and the Borrower agrees that each Issuer
shall be fully protected in so complying.
11. Administrative Agent's Appointment as Attorney-in-Fact.
(a) The Borrower hereby irrevocably constitutes and appoints the Administrative
Agent and any officer or agent of the Administrative Agent, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of the Borrower and in the name of
the Borrower or in the Administrative Agent's own name, from time to time in the
Administrative Agent's discretion, in the event that an Event of Default has
occurred and is continuing, and to the extent permitted by law, to take any and
all appropriate action and to execute any and all documents and instruments
which may be necessary or reasonably desirable to accomplish the purposes of
this Agreement, including, without limitation, any financing statements,
endorsements, assignments or other instruments of transfer.
(b) The Borrower hereby ratifies all that said attorneys shall
lawfully do or cause to be done pursuant to the power of attorney granted in
paragraph 11(a). All powers, authorizations and agencies contained in this
Agreement with respect to the Collateral are powers coupled with an interest and
are irrevocable until payment in full of the Notes, the Reimbursement
Obligations and the other Obligations then due and owing, the termination of the
Commitments and the expiration, termination or return to the Issuing Lender of
the Letters of Credit.
12. Duty of Administrative Agent. The Administrative Agent's
sole duty with respect to the custody, safekeeping and physical preservation of
the Collateral in its possession, under Section 9-207 of the Code or otherwise,
shall be to deal with it in the same manner as the Administrative Agent deals
with similar securities and property for its own account. None of the
Administrative Agent, any Other Representative, any Lender nor any of their
respective directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of the Borrower or any other Person or to take any
other action whatsoever with regard to the Collateral or any part thereof.
13. Execution of Financing Statements. Pursuant to Section
9-402 of the Code, the Borrower authorizes the Administrative Agent to file
financing statements with respect to the Collateral without the signature of the
Borrower in such form and in such filing offices as the Administrative Agent
reasonably determines appropriate to perfect the security interests of the
Administrative Agent under this Agreement. A carbon, photostatic or other
reproduction of this Agreement shall be sufficient as a financing statement for
filing in any jurisdiction.
14. Authority of Administrative Agent. The Borrower
acknowledges that the rights and responsibilities of the Administrative Agent
under this Agreement with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Administrative
Agent, the Other Representatives and the Lenders, be governed by the Credit
Agreement and by such other agreements with respect thereto as may exist from
time to time among them, but, as between the Administrative Agent and the
Borrower, the Administrative Agent shall be conclusively presumed to be acting
as agent for the Lenders with full and valid authority so to act or refrain from
acting, and neither the Borrower nor any Issuer shall be under any obligation to
make any inquiry respecting such authority.
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15. Notices. All notices, requests and demands under this
Agreement shall be given in accordance with Section 11.2 of the Credit
Agreement, except that notices to the Issuers shall be given at the addresses
set forth under their signatures below.
16. Release of Collateral and Termination. (a) At such time as
the payment in full of the Notes, the Reimbursement Obligations and the other
Obligations then due and owing shall have occurred, the Commitments have been
terminated and the Letters of Credit have expired, terminated or been returned
to the Issuing Lender, the Collateral shall be released from the Liens created
hereby, and this Agreement and all obligations (other than those expressly
stated to survive such termination) of the Administrative Agent and the Borrower
hereunder shall terminate, all without delivery of any instrument or performance
of any act by any party, and all rights to the Collateral shall revert to the
Borrower. Upon request of the Borrower following any such termination, the
Administrative Agent shall deliver (at the sole cost and expense of the
Borrower) to the Borrower any Collateral held by the Administrative Agent
hereunder, and execute and deliver (at the sole cost and expense of the
Borrower) to the Borrower such documents as the Borrower shall reasonably
request to evidence such termination.
(b) If any of the Collateral shall be sold, transferred or
otherwise disposed of by the Borrower in a transaction permitted by the Credit
Agreement, then the Administrative Agent shall execute and deliver to the
Borrower (at the sole cost and expense of the Borrower) all releases or other
documents necessary or reasonably desirable for the release of the Liens created
hereby on such Collateral.
(c) The Administrative Agent, on behalf of the Lenders, hereby
acknowledges that, notwithstanding the provisions of this Agreement, if certain
bankruptcy or insolvency-related events occur with respect to the Borrower, the
Borrower (or the Administrative Agent and the Lenders, if the Administrative
Agent has exercised its rights under paragraph 8 hereof) may be contractually
required under Section 4(a) of Article II of the Trademark Settlement Agreement
to sell any Pledged Stock of RLC (free of any Liens created by this Agreement)
to RLC or to RPI, at their option, at such shares' book value, or, under certain
circumstances, at their fair market value. The Administrative Agent, on behalf
of the Lenders, agrees to be bound by the foregoing provisions of the Trademark
Settlement Agreement and to release the Lien of this Agreement on the Pledged
Stock of RLC whenever and if so required.
17. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
18. Amendments in Writing; No Waiver; Cumulative Remedies. (a)
None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Borrower and the Administrative Agent in accordance with Section 11.1 of the
Credit Agreement.
(b) Neither the Administrative Agent, any Other Representative
nor any Lender shall by any act (except by a written instrument pursuant to
paragraph 18(a) hereof), delay, indulgence, omission or otherwise be deemed to
have waived any right or remedy hereunder or to have acquiesced in any Default
or Event of Default or in any breach of any of the terms and conditions hereof.
No failure to exercise, nor any delay in exercising, on the part of the
Administrative Agent, any Other Representative or any Lender, any right, power
or privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the Administrative Agent, any Other Representative or any Lender of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Administrative Agent, such Other
Representative or such Lender would otherwise have on any future occasion.
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(c) The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.
19. Section Headings. The section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or to be taken into consideration in the interpretation
hereof.
20. Successors and Assigns. This Agreement shall be binding
upon the successors and assigns of the Borrower and shall inure to the benefit
of the Administrative Agent, the Other Representatives and the Lenders and their
successors and assigns.
21. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
IN WITNESS WHEREOF, the undersigned has caused this Agreement
to be duly executed and delivered as of the date first above written.
REMINGTON ARMS COMPANY, INC.
By:
-------------------------------------
Title:
ACKNOWLEDGED AND AGREED AS OF
THE DATE HEREOF BY:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:
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Title:
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SCHEDULE 1
TO PLEDGE AGREEMENT
DESCRIPTION OF PLEDGED STOCK
Stock
Class of Certificate No. of
Issuer Stock* No. Shares
--------------------------------- -------- ----------- ------
Remington International, Ltd. 650
Industrias Tecnos, S.A. de C.V. Class I-B 260,000
Class II-B 99,740,0000
Remington Licensing Corporation
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* Stock is common stock unless otherwise indicated.