Exhibit 4.25
SUBSIDIARY STOCK PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of January 2, 2002, made by RBC HOLDING,
INC., a Delaware corporation (the "Pledgor") in favor of JPMORGAN CHASE BANK, a
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New York banking corporation, as administrative agent (in such capacity, the
"Administrative Agent") for the several banks and other financial institutions
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(collectively, the "Lenders") from time to time parties to the Amended and
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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 Remington Arms Company, Inc. (the "Borrower"), Chase
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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 :
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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 Pledgor is the legal and beneficial owner of the shares
of Pledged Stock (as hereinafter defined) issued by the Issuers (as hereinafter
defined); and
WHEREAS, Pledgor has agreed to execute and deliver this Pledge
Agreement to the Administrative Agent, for the benefit of the Lenders;
NOW, THEREFORE, in consideration of the premises the Pledgor hereby
agrees with the Administrative Agent, for the benefit of the Lenders, as
follows:
1. Defined Terms. (a) Unless otherwise defined herein, capitalized
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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).
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"Agreement": this Pledge Agreement, as the same may be amended,
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supplemented, waived or otherwise modified from time to time.
"Code": the Uniform Commercial Code from time to time in effect in
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the State of New York.
"Collateral": all of the Borrower's right, title and interest in and
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to the Pledged Stock and all Proceeds thereof.
"Issuers": the collective reference to the companies identified on
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Schedule 1 attached hereto as the issuers of the Pledged Stock;
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individually, an "Issuer."
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"Obligations": the obligations and liabilities of the Pledgor under
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the Subsidiary Guarantee, the Subsidiary Security Agreement, and this
Subsidiary Stock Pledge Agreement;
"Pledged Stock": the membership units listed on Schedule 1 hereto,
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together with all unit 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
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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
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9-102(64) 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.
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(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 Pledgor hereby grants to
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the Administrative Agent, for the 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 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
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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 Pledgor represents and
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warrants that:
(a) The units of Pledged Stock constitute 100% of the issued and
outstanding units of all classes of the membership units of the Issuer held by
the Pledgor on the date hereof.
(b) All the units of the Pledged Stock issued by Subsidiaries of the
Pledgor 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 Pledgor 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, and Liens arising by operation of
law.
(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 Pledgor
and any Persons purporting to purchase any Collateral from the Pledgor, 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
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to any Lien arising by operation of law and entitled to a priority over the
security interest created by this Agreement.
5. Covenants. The Pledgor covenants and agrees with the
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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 Pledgor 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 Pledgor 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 Pledgor to the
Administrative Agent, if required, together with an undated stock power
covering such certificate duly executed in blank by the Pledgor 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 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 Pledgor, the Pledgor 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 Pledgor, as additional collateral security
for the Obligations.
(b) Without the prior written consent of the Administrative Agent,
the Pledgor will not 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 Pledgor, 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 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 Pledgor 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 Pledgor,
the Pledgor 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 Pledgor 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.
6. Cash Dividends; Voting Rights. Unless an Event of Default shall
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have occurred and be continuing and the Administrative Agent shall have given
notice to the Pledgor of the Administrative Agent's intent to exercise its
corresponding rights pursuant to paragraph 7 below, the Pledgor 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
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cast or corporate right exercised or other action taken which would materially
impair the Collateral (other than pursuant to a transaction, 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
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Agent. If an Event of Default shall occur and be continuing and the
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Administrative Agent shall give notice to the Pledgor 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
Pledgor 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 Pledgor 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
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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,
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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 Pledgor 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 Pledgor, 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 9-610 of the Code, need the Administrative Agent account for the
surplus, if any, to the Pledgor. To the extent permitted by applicable law, the
Pledgor waives all claims, damages and demands it may acquire against the
Administrative Agent, any Other 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 Pledgor 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
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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 Pledgor 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 Pledgor 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 Pledgor 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 Pledgor 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 Pledgor 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 Pledgor 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 Pledgor, and, to
the extent permitted by law, the Pledgor 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.
10. Irrevocable Authorization and Instruction to Issuers. The
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Pledgor 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 Pledgor, and
the Pledgor agrees that each Issuer shall be fully protected in so complying.
11. Administrative Agent's Appointment as Attorney-in-Fact.(a)The
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Pledgor 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 Pledgor and in the name of
the Pledgor 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 Pledgor hereby ratifies all that said attorneys shall
lawfully do or cause to be done pursuant to the power of attorney granted in
paragraph 11. 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
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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 Pledgor 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 any applicable
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law, the Pledgor authorizes the Administrative Agent to file or record
financing statements and other filing or recording documents or instruments
with respect to the Collateral without the signature of the Pledgor in such
form and in such offices as the Administrative Agent determines appropriate to
perfect the security interests of the Administrative Agent under this
Agreement.
14. Authority of Administrative Agent. The Pledgor acknowledges that
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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 Pledgor, 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 Pledgor nor any Issuer shall be under any
obligation to make any inquiry respecting such authority.
15. Notices. All notices, requests and demands under this Agreement
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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
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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 Pledgor
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 Pledgor. Upon request of the Pledgor following any such
termination, the Administrative Agent shall deliver (at the sole cost and
expense of the Pledgor) to the Pledgor any Collateral held by the
Administrative Agent hereunder, and execute and deliver (at the sole cost and
expense of the Pledgor) to the Pledgor such documents as the Pledgor shall
reasonably request to evidence such termination.
(b) If any of the Collateral shall be sold, transferred or otherwise
disposed of by the Pledgor in a transaction permitted by the Credit Agreement,
then the Administrative Agent shall execute and deliver to the Pledgor (at the
sole cost and expense of the Pledgor) 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 Pledgor, the
Pledgor (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
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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
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of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgor 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 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.
(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
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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
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successors and assigns of the Pledgor 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
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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.
RBC HOLDING, INC.
By____________________________
Title:
ACKNOWLEDGED AND AGREED AS OF
THE DATE HEREOF BY:
JPMORGAN CHASE BANK,
as Administrative Agent
By: ______________________________
Title:
SCHEDULE 1
TO PLEDGE AGREEMENT
DESCRIPTION OF PLEDGED STOCK
Unit
Class of Certificate No. of
Issuer Unit* No. Units
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RA Brands, L.L.C. 3 1
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* Units are common units unless otherwise indicated.
