EXHIBIT 10.50
PLEDGE AGREEMENT
This PLEDGE AGREEMENT, dated as of May 30, 2002 (together with all
amendments, if any, from time to time hereto, this "AGREEMENT") between ROLLER
BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the "PLEDGOR"), and
GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as Agent for Lenders
("Agent").
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 Pledgor, the Persons named therein as Credit Parties,
Agent and the Persons signatory thereto from time to time as Lenders (including
all annexes, exhibits and schedules thereto, and as from time to time amended,
restated, supplemented or otherwise modified (the "CREDIT AGREEMENT") the
Lenders have agreed to make Loans to, and incur Letter of Credit Obligations for
the benefit of, Borrower;
WHEREAS, Pledgor is the record and beneficial owner of the shares of
Stock listed in Part A of SCHEDULE I hereto and the owner of the promissory
notes and instruments listed in Part B of SCHEDULE I hereto;
WHEREAS, Pledgor benefits from the credit facilities made available to
Borrower under the Credit Agreement;
WHEREAS, in order to induce Agent and Lenders to make the Loans and to
incur the Letter of Credit Obligations as provided for in the Credit Agreement,
Pledgor has 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 Loans and to incur 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 are used herein as therein defined, and the following shall
have (unless otherwise provided elsewhere in this Agreement) 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.
"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 the Indebtedness evidenced by promissory
notes and instruments listed on Part B of SCHEDULE I hereto;
"PLEDGED SHARES" means those shares of Stock listed on Part A of
SCHEDULE I hereto.
"SECURED OBLIGATIONS" has the meaning assigned to such term in SECTION
3 hereof.
2. PLEDGE. Pledgor hereby pledges to Agent, and grants to Agent for
itself and the ratable benefit of Lenders, a first priority security interest in
all of the following (collectively, the "PLEDGED COLLATERAL"):
a. the Pledged Shares and the certificates representing the Pledged
Shares, and all dividends, distributions, cash, 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 the Pledged Shares; and
b. such portion, as determined by Agent as provided in SECTION 6(d)
below, of any additional shares of Stock of a Pledged Entity from time to time
acquired by Pledgor in any manner (which shares of Stock shall be deemed to be
part of the Pledged Shares), and the certificates representing such additional
shares, and all dividends, distributions, cash, 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; and
c. the Pledged Indebtedness and the promissory notes or instruments
evidencing the Pledged Indebtedness, and all interest, cash, instruments and
other property and assets from time to time received, receivable or otherwise
distributed in respect of the Pledged Indebtedness; and
d. all additional Indebtedness arising after the date hereof and
owing to Pledgor 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 that Pledged Indebtedness.
3. SECURITY FOR OBLIGATIONS. 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 (collectively, the "SECURED OBLIGATIONS").
4. DELIVERY OF PLEDGED COLLATERAL. 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 ratable benefit of
Lenders, pursuant hereto. All Pledged Shares 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 Pledgor.
5. REPRESENTATIONS AND WARRANTIES. Pledgor represents and warrants to
Agent that:
a. Pledgor is, and at the time of delivery of the Pledged Shares to
Agent will be, the sole holder of record and the sole beneficial owner of such
Stock free and clear of any Lien thereon or affecting the title thereto, except
for any Lien created by the Loan Documents; Pledgor is and at the time of
delivery of the Pledged Indebtedness to Agent will be, the sole
2
owner of such Pledged Indebtedness free and clear of any Lien thereon or
affecting title thereto, except for any Lien created by the Loan Documents;
b. All of the Pledged Shares have been duly authorized, validly
issued and are fully paid and non-assessable; the Pledge Indebtedness has been
duly authorized, authenticated or issued and delivered by, and is the legal,
valid and binding obligations of, the Pledged Entity issuing such Pledged
Indebtedness, and no such Pledged Entity is in default thereunder.
c. Pledgor has the power and requisite authority to pledge, assign,
transfer, deliver, deposit and set over the Pledged as provided herein.
d. All of the Pledged Shares are presently owned by Pledgor, and are
presently represented by the certificates listed on Part A of SCHEDULE I hereto.
As of the date hereof, there are no existing options, warrants, calls or
commitments of any character whatsoever relating to the Pledged Shares;
e. 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 Pledgor of the Pledged Collateral
pursuant to this Agreement or for the execution, delivery or performance of this
Agreement by Pledgor, or (ii) for the exercise by Agent of (A) the voting or
other rights provided for in this Agreement or (B) the remedies in respect of
the Pledged Collateral pursuant to this Agreement, except as may be required by
the Code or laws affecting the offering and sale of securities generally;
f. The pledge, assignment and delivery of the Pledged Collateral
pursuant to this Agreement will create a valid first priority Lien on and a
first priority perfected security interest in favor of the Agent for its benefit
and the ratable benefit of Lenders in the Pledged Collateral in accordance with
Section 2, securing the payment of the Secured Obligations, subject to no other
Lien;
g. This Agreement has been duly authorized, executed and delivered
by Pledgor and constitutes a legal, valid and binding obligation of Pledgor
enforceable against Pledgor in accordance with its terms;
h. The Pledged Shares constitute 100% of the issued and outstanding
shares of Stock of the Pledgor's Domestic Subsidiaries and [100%/66%] of the
Stock of RBC Schaublin Holding S.A. and RBC Mexico S. DE ▇.▇. DE C.V..
i. Except as disclosed on Part B of SCHEDULE I, none of the 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. Pledgor covenants and agrees that until the Termination
Date:
3
a. Without the prior written consent of Agent, Pledgor will not
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 ▇▇▇▇▇ ▇ ▇▇▇▇ in the
Pledged Collateral, unless otherwise expressly permitted by the Credit
Agreement;
b. Pledgor will, at its expense, promptly execute, acknowledge and
deliver all such instruments and take all such actions as Agent from time to
time may reasonably 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 Pledgor, and will cooperate with Agent, at 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 in accordance with Section 8;
c. Pledgor has and will defend the title to the Pledged Collateral
and the Liens of Agent in the Pledged Collateral against the claim of any Person
and will maintain and preserve such Liens; and
d. Pledgor will, upon obtaining ownership of any additional Stock or
promissory notes or instruments of a Pledged Entity or Stock or promissory notes
or instruments otherwise required to be pledged to Agent pursuant to any of the
Loan Documents, 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 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 Pledgor shall pledge to Agent all
of such additional Stock, notes and instruments. 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.
7. PLEDGOR'S RIGHTS. As long as no Default or Event of Default shall
have occurred and be continuing and until written notice shall be given to
Pledgor in accordance with SECTION 8(a) hereof:
a. Pledgor shall have the right, from time to time, to vote and give
consents with respect to the Pledged Collateral, or any part thereof; 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;
4
(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) the issuance of any additional shares of its Stock to any
Person other than Pledgor (and if to Pledgor, only so long
as such additional shares are upon issuance promptly
pledged to Agent); or
(v) the alteration of the voting rights with respect to the
Stock of a Pledged Entity; and
b. (i) Pledgor shall be entitled, from time to time, to collect
and receive for its own use all cash dividends and interest paid in respect of
the Pledged Shares and Pledged Indebtedness to the extent not in violation of
the Credit Agreement OTHER THAN any and all: (A) 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 (B) 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 and other payments (other than such cash
dividends and interest as are permitted to be paid to Pledgor in accordance with
CLAUSE (i) above) and all other distributions 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 Pledgor, be
received in trust for the benefit of Agent, be segregated from the other
property or funds of Pledgor, and be forthwith delivered to Agent as Pledged
Collateral in the same form as so received (with any necessary indorsement).
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
Pledgor, 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 Pledgor agrees 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 public
or private sale at 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 Pledgor 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
5
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. PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND
APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR WITH RESPECT TO THE
PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, 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, CALLING SPECIAL MEETINGS OF SHAREHOLDERS 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 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 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 Pledgor.
c. 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 Securities Act of 1933, as amended (or any
similar statute then in effect) (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 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
6
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 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.
d. Pledgor recognizes 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 (c) above. Pledgor also
acknowledges 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 applicable state securities laws, even if Pledgor and the Pledged Entity
would agree to do so.
e. 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
7
possession thereof by any purchaser at any sale hereunder, and Pledgor waives
the benefit of all such laws to the extent it lawfully may do so. 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 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 Pledgor in any respect.
f. 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 Pledgor, and 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 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 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.
11. TERMINATION. Immediately following the Termination Date, Agent shall
deliver to Pledgor the Pledged Collateral pledged by 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 or therein, all of Pledgor's Obligations hereunder or under the other
Loan Documents shall at such time terminate.
12. LIEN ABSOLUTE. All rights of Agent hereunder, and all Obligations of
Pledgor 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;
8
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, Pledgor.
13. RELEASE. 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 Pledgor, it
being hereby agreed that Pledgor 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
forth in the Credit Agreement, or any other agreement governing any Secured
Obligations. Pledgor hereby waives 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 Pledgor. 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 Pledgor
or any Pledged Entity for liquidation or reorganization, should 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 Pledgor's or a 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.
9
b. Pledgor agrees 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 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 PLEDGOR AND ITS SUCCESSORS
AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF PLEDGOR), AND SHALL
INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, AGENT AND ITS SUCCESSORS AND
ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT
MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR
AND ON BEHALF OF AGENT AND PLEDGOR.
16. SEVERABILITY. If for any reason any provision or provisions hereof are
determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or effect those portions of this
Agreement which are valid.
17. NOTICES. Except as otherwise provided herein, 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 any
other a communication with respect to this Agreement, each such notice, demand,
request, consent, approval, declaration or other communication shall be in
writing and either shall be delivered in person or sent by registered or
certified mail, return receipt requested, with proper postage prepaid, or by
facsimile transmission and confirmed by delivery of a copy by personal delivery
or United States mail as otherwise provided herein:
a. If to Agent, at:
General Electric Capital Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With copies to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
10
and
General Electric Capital Corporation
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Pledgor, at:
Roller Bearing Company of America, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
With copies to:
▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: C. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration or other communication hereunder shall be deemed
to have been duly served, given or delivered (a) upon the earlier of actual
receipt and three (3) Business Days after deposit in the United States Mail,
registered or certified mail, return receipt requested, with proper postage
prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile
transmission (with such telecopy or facsimile promptly confirmed by delivery of
a copy by personal delivery or United States Mail as otherwise provided in this
SECTION 17, (c) one (1) Business Day after deposit with a reputable overnight
courier with all charges prepaid, or (d) when delivered, if hand-delivered by
messenger. Failure or delay in delivering copies of any notice, demand, request,
consent, approval, declaration or other communication to the persons designated
above to receive copies shall in no way adversely affect the effectiveness of
such notice, demand, request, consent, approval, declaration or other
communication.
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
counterparts, which shall, collectively and separately, constitute one
agreement.
11
20. BENEFIT OF LENDERS. All Security Interests granted or contemplated
hereby shall be for the benefit of Agent and 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.
[signature page follows]
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.
ROLLER BEARING COMPANY OF AMERICA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
Title: Chief Financial Officer
---------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Its Duly Authorized Signatory
13
SCHEDULE I
PART A
PLEDGED SHARES
------------------------------------------------------------------------------------------------------------------------------------
Pledged Entity Class Stock Certificate Number Percentage of
of Stock Number(s) of Shares Outstanding Shares
------------------------------------------------------------------------------------------------------------------------------------
RBC Oklahoma, Inc. 100%
------------------------------------------------------------------------------------------------------------------------------------
RBC Nice Bearings, Inc. 100%
------------------------------------------------------------------------------------------------------------------------------------
RBC Linear Precision Products, Inc. 100%
------------------------------------------------------------------------------------------------------------------------------------
Bremen Bearings, Inc. 100%
------------------------------------------------------------------------------------------------------------------------------------
Industrial Tectonics Bearings 100%
Corporation
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ Bearing Company, Inc. 100%
------------------------------------------------------------------------------------------------------------------------------------
Tyson Bearing Company, Inc. 100%
------------------------------------------------------------------------------------------------------------------------------------
RBC Schaublin Holding SA [100%] [66%]
------------------------------------------------------------------------------------------------------------------------------------
RBC Mexico, ▇.▇▇ ▇.▇. DE C.V. [100%] [66%]
------------------------------------------------------------------------------------------------------------------------------------
PART B
PLEDGED INDEBTEDNESS
14
------------------------------------------------------------------------------------------------------------------------------------
Pledged Entity Initial Issue Date Maturity Date Interest Rate
Principal Amount
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
-
15
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
and shares pledged prior to this Pledge Amendment and as to the promissory
notes, instruments and shares pledged pursuant to this Pledge Amendment. The
undersigned further agrees that this Pledge Amendment may be attached to that
certain
Pledge Agreement, dated May __, 2002, between undersigned, as Pledgor,
and General Electric Capital Corporation, as Agent for Lenders, (the "
Pledge
Agreement") and that the Pledged Shares and Pledged Indebtedness 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 or shares not included in the Pledged Collateral at the
discretion of Agent may not otherwise be pledged by Pledgor to any other Person
or otherwise used as security for any obligations other than the Secured
Obligations.
ROLLER BEARING COMPANY OF AMERICA, INC.
By:
Name:
----------------------------------
Title:
---------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Name and Class Certificate Number
Address of Pledgor Pledged Entity of Stock Number(s) of Shares
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Pledged Entity Initial
Principal Amount Issue Date Maturity Date Interest Rate
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
16