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EXHIBIT 10.6
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made and entered into
as of August 9, 1999 by and between CROWN CRAFTS, INC., a Georgia corporation
(together with its successors and assigns, the "Company"); and WACHOVIA BANK,
N.A., a national banking association, as Collateral Agent (the "Collateral
Agent") for each of the Secured Parties.
WITNESSETH:
WHEREAS, the Company, the Collateral Agent and the Secured Parties are
parties to that certain Intercreditor Agreement dated as of the date hereof (as
from time to time amended, modified, supplemented or restated, the
"Intercreditor Agreement"; all capitalized terms not defined herein shall have
the meaning set forth in the Intercreditor Agreement and the "Security
Agreement" defined therein) whereby the Collateral Agent has agreed to act on
behalf of the Secured Parties in connection therewith and pursuant to which such
parties have agreed that the Secured Obligations shall be equally and ratably
secured; and
WHEREAS, the Company is willing to pledge to the Collateral Agent, for
the benefit of the Secured Parties, to secure the payment and performance of the
Company's Obligations, all of its interest in all of the issued and outstanding
shares of common stock owned by the Company of each of its domestic subsidiaries
as identified on Schedule I hereto (collectively the "Pledged Stock");
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:
1. PLEDGE OF STOCK; OTHER COLLATERAL.
(a) As collateral security for the payment and performance of all
of the Secured Obligations, and subject to Section 10 hereof, the Company hereby
pledges and collaterally assigns to the Collateral Agent for the benefit of the
Secured Parties, and grants to the Collateral Agent for the benefit of the
Secured Parties pursuant to the Georgia Uniform Commercial Code (the "UCC") a
first priority security interest in the Pledged Stock and all of the following:
(A) all cash, securities, dividends, rights, and
other property at any time and from time to time declared or
distributed in respect of or in exchange for any or all of the Pledged
Stock, other than dividends permitted to be retained by the Company
under the Transaction Documents; and
(B) all other property hereafter delivered to
the Collateral Agent in substitution for or in addition to any of the
foregoing, all certificates and instruments representing or evidencing
such property, all security entitlements constituting any Pledged
Stock, all securities accounts to which may at any time be credited any
or all of the Pledged Stock and all cash, securities, interest,
dividends, rights, and other property at any time and
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from time to time declared or distributed in respect of or in exchange
for any or all of the Pledged Stock.
All such Pledged Stock, certificates, instruments, cash, securities, interest,
dividends, rights and other property referred to in this Section 1, other than
dividends issued in respect of such Pledged Stock that are permitted to be
retained by such Company under the Transaction Documents, are herein
collectively referred to as the "Collateral." All of the Pledged Stock is
currently owned by the Company and is represented by the stock certificates
listed on Schedule I hereto, which stock certificates, with stock powers duly
executed in blank by the Company, are being or have been delivered to the
Collateral Agent.
(b) The Company agrees to execute and deliver, or cause to be
executed and delivered by other Person's, at the Company's expense, all share
certificates, documents, instruments, agreements, financing statements (and
amendments thereto and continuations thereof), assignments, control agreements,
or other writings as the Collateral Agent may request from time to time to carry
out the terms of this Agreement or to protect or enforce the Collateral Agent's
Lien and security interest on the Collateral hereunder granted to the Collateral
Agent for the benefit of the Secured Parties and further agrees to do and cause
to be done upon the Collateral Agent's request, at the Company's expense, all
things determined by the Collateral Agent to be necessary or advisable to
perfect and keep in full force and effect the Lien in the Collateral hereunder
granted to the Collateral Agent for the benefit of the Secured Parties,
including the prompt payment of all out of pocket fees and expenses incurred in
connection with any filings made to perfect or continue the Lien and security
interest in the Collateral hereunder granted in favor of the Collateral Agent
for the benefit of the Secured Parties. The Company hereby irrevocably
authorizes the Collateral Agent to execute and file, with or, if permitted by
applicable law, without the signature of the Company, all such financing
statements and amendments thereto and continuations thereof reflecting the
Company as the "debtor" and the Collateral Agent as the "secured party", as the
Collateral Agent may at any time deem necessary or advisable to carry out the
purposes of this Agreement.
(c) All advances, charges, costs and expenses, including
reasonable attorneys' fees, incurred or paid by the Collateral Agent or any
Secured Party in exercising any right, power or remedy conferred by this
Agreement, or in the enforcement thereof, shall become a part of the Secured
Obligations secured hereunder and shall be paid to the Collateral Agent for the
benefit of the Secured Parties by the Company immediately upon demand therefor,
with interest thereon until paid in full.
2. STATUS OF PLEDGED STOCK. The Company hereby represents and
warrants to the Collateral Agent for the benefit of the Secured Parties that (a)
all of the shares of the Pledged Stock are validly issued and outstanding, fully
paid and nonassessable and constitute all the issued and outstanding shares of
voting stock of each of the domestic subsidiaries owned by the Company as set
forth on Schedule I hereto (b) the Company is the registered and record and
beneficial owner of the Pledged Stock, free and clear of all Liens, charges,
equities, encumbrances and restrictions on pledge or transfer (other than the
pledge hereunder and under the Transaction Documents and applicable restrictions
pursuant to federal and state securities laws), (c) at no time shall the Pledged
Stock (i) be held or maintained in the form of a security entitlement or
credited to any securities
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account or (ii) be maintained in the form of an uncertificated security, (d) it
has full corporate power, legal right and lawful authority to execute this
Agreement and to pledge, assign and transfer its Pledged Stock in the manner and
form hereof, and (e) the pledge, assignment and delivery of its Pledged Stock to
the Collateral Agent for the benefit of the Secured Parties pursuant to this
Agreement creates a valid and perfected first priority security interest in the
Pledged Stock, securing the payment of the Secured Obligations, assuming
continuous and uninterrupted possession thereof by the Collateral Agent. Except
as otherwise expressly provided herein or in the Transaction Documents, none of
the Pledged Stock (nor any interest therein or thereto) shall be sold,
transferred or assigned without the Collateral Agent's prior written consent,
which may be withheld for any reason. The Company covenants with the Collateral
Agent for the benefit of the Secured Parties that it shall at all times cause
the Pledged Stock to be represented by the certificates now and hereafter
delivered to the Collateral Agent in accordance with Section 1 hereof and that
it shall cause each of its subsidiaries not to issue any capital stock, or
securities convertible into capital stock, at any time during the term of this
Agreement other than to the Company who shall immediately pledge such additional
capital stock to the Collateral Agent on substantially identical terms as are
contained herein. The Company hereby agrees not to enter into any agreement
requiring that the voting rights associated with the Pledged Stock be exercised
in any particular manner nor grant any interest in or permit to exist any Lien,
charge, encumbrance or restriction with respect to the Pledged Stock (other than
applicable restrictions pursuant to federal and state securities laws).
3. PRESERVATION AND PROTECTION OF COLLATERAL.
(a) The Collateral Agent shall be under no duty or liability with
respect to the collection, protection or preservation of the Collateral, or
otherwise, beyond the use of reasonable care in the custody and preservation
thereof while in its possession.
(b) The Company agrees to pay when due all taxes, charges, Liens
and assessments against the Collateral, unless being contested in good faith by
appropriate proceedings diligently conducted and against which adequate reserves
have been established in accordance with GAAP applied on a consistent basis.
Upon the failure of the Company to so pay or contest such taxes, charges, Liens
or assessments, the Collateral Agent at its option may pay or contest any of
them (the Collateral Agent having the sole right to determine the legality or
validity and the amount necessary to discharge such taxes, charges, Liens or
assessments).
(c) The Company hereby irrevocably authorizes the Collateral Agent
to file (with, or to the extent permitted by applicable law, without the
signature of the Company appearing thereon) financing statements (including
amendments thereto and continuations and copies thereof) showing the Company as
the "debtor" at such time or times and in all filing offices as the Collateral
Agent may from time to time determine necessary or advisable to perfect or
protect the rights of the Collateral Agent and the Secured Parties hereunder, or
otherwise to give effect to the transactions herein contemplated.
4. DEFAULT. If any Actionable Default be in existence and while a
Remedies Demand has been made and not withdrawn, the Collateral Agent is given
full power and authority, then or at any time thereafter, to sell, assign and
deliver or collect the whole or any part of the Collateral, or
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any substitute therefor or any addition thereto, in one or more sales, with or
without any previous demands or demand of performance or, to the extent
permitted by law, notice or advertisement, in such order as the Collateral Agent
may elect; and any such sale may be made either at public or private sale at the
Collateral Agent's place of business or elsewhere, either for cash or upon
credit or for future delivery, at such price as the Collateral Agent may
reasonably deem fair; and the Collateral Agent may be the purchaser of any or
all Collateral so sold and hold the same thereafter in its own right free from
any claim of the Company or right of redemption. Demands of performance,
advertisements and presence of property and sale and notice of sale are hereby
waived to the extent permissible by law; provided, however, that the Collateral
Agent shall give to Company five days' notice prior to any sale permitted under
this Agreement, and the Company agrees that such notice shall constitute
commercially reasonable notice. Any sale hereunder may be conducted by an
auctioneer or any officer or agent of the Collateral Agent. The Company
recognizes that the Collateral Agent may be unable to effect a public sale of
the Collateral by reason of certain prohibitions contained in the Securities Act
of 1933, as amended (the "Securities Act"), and applicable state law, and may be
otherwise delayed or adversely affected in effecting any sale by reason of
present or future restrictions thereon imposed by governmental authorities, and
that as a consequence of such prohibitions and restrictions the Collateral Agent
may be compelled (i) to resort to one or more private sales to a restricted
group of purchasers who will be obliged to agree, among other things, to acquire
the stock for their own account, for investment and not with a view to the
distribution or resale thereof, or (ii) to seek regulatory approval of any
proposed sale or sales, or (iii) to limit the amount of Collateral sold to any
Person or group. The Company agrees and acknowledges that private sales so made
may be at prices and upon terms less favorable to the Company than if such
Collateral was sold either at public sales or at private sales not subject to
other regulatory restrictions, and that the Collateral Agent has no obligation
to delay the sale of any of the Collateral for the period of time necessary to
permit the issuer of such Collateral to register or otherwise qualify them, even
if such issuer would agree to register or otherwise qualify such Collateral for
public sale under the Securities Act or applicable state law. The Company
further agrees, to the extent permitted by applicable law, that the use of
private sales made under the foregoing circumstances to dispose of the
Collateral shall be deemed to be dispositions in a commercially reasonable
manner. The Company hereby acknowledges that a ready market may not exist for
the Pledged Stock if they are not traded on a national securities exchange or
quoted on an automated quotation system and agrees and acknowledges that in such
event the Pledged Stock may be sold for an amount less than a pro rata share of
the fair market value of the issuer's assets minus its liabilities. In addition
to the foregoing, the Secured Parties may exercise such other rights and
remedies as may be available under the Loan Documents, at law (including,
without limitation, the UCC) or in equity.
5. PROCEEDS OF SALE. The proceeds of the sale of any of the
Collateral and all sums received or collected from or on account of such
Collateral shall be applied to the payment of expenses incurred or paid by the
Collateral Agent in connection with any sale, transfer or delivery of the
Collateral, to the payment of any other costs, charges, reasonable attorneys'
fees or expenses mentioned herein, and to the payment of the Secured Obligations
or any part thereof, all in such order and manner as set forth in Section 7 of
the Intercreditor Agreement.
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6. PRESENTMENTS, ETC. The Collateral Agent shall not be under any
duty or obligation whatsoever to make or give any presentments, demands for
performances, notices of nonperformance, protests, notice of protest or notice
of dishonor in connection with any obligations or evidences of indebtedness held
thereby as collateral, or in connection with any obligations or evidences of
indebtedness which constitute in whole or in part the Secured Obligations
secured hereunder.
7. ATTORNEY-IN-FACT. The Company hereby appoints the Collateral
Agent as the Company's attorney-in-fact for the purposes of carrying out the
provisions of this Agreement and taking any action and executing any instrument
which the Collateral Agent may deem necessary or advisable to accomplish the
purposes hereof, which appointment is irrevocable and coupled with an interest;
provided, that the Collateral Agent shall have and may exercise rights under
this power of attorney only upon the occurrence of an Actionable Default and
otherwise in accordance with Section 6 of the Intercreditor Agreement. Without
limiting the generality of the foregoing, if the Collateral Agent is entitled to
exercise its rights under Section 4 hereof, then the Collateral Agent shall have
the right and power to receive, endorse and collect all checks and other orders
for the payment of money made payable to the Company representing any dividend,
interest payment, principal payment or other distribution payable or
distributable in respect to the Collateral or any part thereof and to give full
discharge for the same.
8. ABSOLUTE RIGHTS AND OBLIGATIONS. All rights of the Secured
Parties, and all obligations of the Company hereunder, shall be absolute and
unconditional irrespective of:
(a) any lack of validity or enforceability of the
Intercreditor Agreement, the Transaction Documents or any other
agreement or instrument relating to any of the Secured Obligations;
(b) any change in the time, manner or place of payment
of, or in any other term of, all or any of the Company Obligations, or
any other amendment or waiver of or any consent to any departure from
the Intercreditor Agreement, any other Transaction Document or any
other agreement or instrument relating to any of the Secured
Obligations;
(c) any exchange, release or non-perfection of any other
collateral, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the Secured Obligations;
or
(d) any other circumstances which might otherwise
constitute a defense available to, or a discharge of, the Company in
respect of the Secured Obligations or of this Agreement.
9. WAIVER BY A COMPANY. The Company waives (to the extent
permitted by applicable law) any right to require any Secured Party or any other
obligee of the Secured Obligations to (a) proceed against the Company, any
guarantor or any other Person or entity, (b) proceed against or exhaust any
Collateral as defined in the Intercreditor Agreement, or (c) pursue any other
remedy in its power; and waives (to the extent permitted by applicable law) any
defense
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arising by reason of any disability or other defense of the Company, any
guarantor or any other Person, or by reason of the cessation from any cause
whatsoever of the liability of the Company, any guarantor or any other Person or
entity. The Company shall not have the right of subrogation, and the Company
waives any right to enforce any remedy which any Secured Party or any other
obligee of the Secured Obligations now has or may hereafter have against any
other Person and waives (to the extent permitted by applicable law) any benefit
of and any right to participate in any collateral or security whatsoever now or
hereafter held by the Collateral Agent for the benefit of the Secured Parties.
The Company authorizes any Secured Party and any other obligee of the Secured
Obligations without notice (except notice required by applicable law) or demand
and without affecting its liability hereunder or under the Intercreditor
Agreement or the Transaction Documents from time to time to: (i) take and hold
security, other than the Collateral herein described, for the payment of such
Secured Obligations or any part thereof, and exchange, enforce, waive and
release the Collateral herein described or any part thereof or any such other
security; and (ii) apply such Collateral or other security and direct the order
or manner of sale thereof as such Secured Party or obligee in its discretion may
determine.
The Collateral Agent may at any time deliver (without representation,
recourse or warranty) the Collateral or any part thereof to the Company and the
receipt thereof by such Company shall be a complete and full acquittance for the
Collateral so delivered, and the Secured Parties shall thereafter be discharged
from any liability or responsibility therefor.
10. DIVIDENDS AND VOTING RIGHTS.
(a) All dividends and other distributions with respect to any of
the Pledged Stock shall be subject to the pledge hereunder except for dividends
permitted to be retained by the Company under the Transaction Documents. Any
such dividends may be retained by the Company free from any Liens hereunder
until an Actionable Default shall be in existence and a Remedies Demand shall
have been made, at which time all dividends shall be promptly delivered to the
Collateral Agent (together, if the Collateral Agent shall request, with stock
powers or instruments of assignment duly executed in blank affixed to any
capital stock or other negotiable document or instrument so distributed) to be
held, released or disposed of by it hereunder or, at the option of the
Collateral Agent, to be applied to the Secured Obligations hereby secured.
(b) So long as no Actionable Default shall have occurred and no
Remedies Demand shall have been made, the registration of the Collateral in the
name of the Company shall not be changed and the Company shall be entitled to
exercise all voting and other rights and powers pertaining to the Collateral for
all purposes not inconsistent with the terms hereof.
(c) Upon the occurrence of any Actionable Default and the making
of a Remedies Demand, at the option of the Collateral Agent, all rights of the
Company to exercise the voting or consensual rights and powers which it is
authorized to exercise pursuant to subsection (b) above shall cease and the
Collateral Agent may thereupon (but shall not be obligated to), at its request,
cause such Collateral to be registered in the name of the Collateral Agent or
its nominee or agent for the benefit of the Secured Parties and exercise such
voting or consensual rights and powers as appertain to ownership of such
Collateral, and to that end the Company hereby appoints the
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Collateral Agent as its proxy, with full power of substitution, to vote and
exercise all other rights as a shareholder with respect to the Pledged Stock
hereunder upon the occurrence of any Actionable Default, which proxy is coupled
with an interest and is irrevocable prior to termination of this Agreement, and
the Company hereby agrees to provide such further proxies as the Collateral
Agent may request; provided, however, that the Collateral Agent in its
discretion may from time to time refrain from exercising, and shall not be
obligated to exercise, any such voting or consensual rights or such proxy.
11. POWER OF SALE. The power of sale and other rights, powers and
remedies granted to the Collateral Agent for the benefit of the Secured Parties
hereunder shall continue to exist and may be exercised by the Collateral Agent
at any time and from time to time, upon the occurrence of an Actionable Default,
irrespective of the fact that any Secured Obligations or any part thereof may
have become barred by any statute of limitations or that the liability of the
Company may have ceased.
12. OTHER RIGHTS. The rights, powers and remedies given to the
Collateral Agent for the benefit of the Secured Parties by this Agreement shall
be in addition to all rights, powers and remedies given to any Secured Party by
virtue of any statute or rule of law. Any forbearance or failure or delay by the
Collateral Agent in exercising any right, power or remedy hereunder shall not be
deemed to be a waiver of such right, power or remedy, and any single or partial
exercise of any right, power or remedy hereunder shall not preclude the further
exercise thereof; and every right, power and remedy of the Secured Parties shall
continue in full force and effect until such right, power or remedy is
specifically waived by the Required Secured Parties by an instrument in writing.
13. FURTHER ASSURANCES. The Company agrees at its own expense to
do such further acts and things, and to execute and deliver such additional
conveyances, assignments, financing statements, agreements and instruments, as
the Collateral Agent may at any time reasonably request in connection with the
administration or enforcement of this Agreement or related to the Collateral or
any part thereof or in order better to assure and confirm unto the Collateral
Agent its rights, powers and remedies for the benefit of the Secured Parties
hereunder. The Company hereby consents and agrees that the issuers of or
obligors in respect of the Collateral shall be entitled to accept the provisions
hereof as conclusive evidence of the right of the Collateral Agent, on behalf of
the Secured Parties, to exercise its rights hereunder with respect to the
Collateral, notwithstanding any other notice or direction to the contrary
heretofore or hereafter given by the Company or any other Person to any of such
issuers or obligors.
14. BINDING AGREEMENT; ASSIGNMENT. This Agreement, and the terms,
covenants and conditions hereof, shall be binding upon and inure to the benefit
of the parties hereto, and to their respective successors and assigns, except
that the Company shall not be permitted to assign this Agreement or any interest
herein or in the Collateral, or any part thereof, or otherwise pledge, encumber
or grant any option with respect to the Collateral, or any part thereof, or any
cash or property held by the Collateral Agent as Collateral under this
Agreement. All references herein to the Collateral Agent shall include any
successor thereof, each Secured Party and any other obligees from time to time
of the Secured Obligations.
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15. SEVERABILITY. In case any Lien, security interest or other
right of any Secured Party or any provision hereof shall be held to be invalid,
illegal or unenforceable, such invalidity, illegality or unenforceability shall
not affect any other Lien, security interest or other right granted hereby or
provision hereof.
16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, and it
shall not be necessary in making proof of this Agreement to produce or account
for more than one such fully-executed counterpart.
17. INDEMNIFICATION. The Company hereby covenants and agrees to
pay, indemnify, and hold harmless the Collateral Agent and each Secured Party
from and against any and all other out-of-pocket liabilities, costs, expenses
or disbursements of any kind or nature whatsoever arising in connection with any
claim or litigation by any Person resulting from the execution, delivery,
enforcement, performance and administration of this Agreement or the Transaction
Documents, or the transactions contemplated hereby or thereby, or in any respect
relating to the Collateral or any transaction pursuant to which the Company has
incurred any Secured Obligation (all the foregoing, collectively, the
"Indemnified Liabilities"); provided, however, that the Company shall have no
obligation hereunder with respect to Indemnified Liabilities arising from the
willful misconduct or gross negligence of the Collateral Agent or any Secured
Party. The agreements in this subsection shall survive repayment of all Secured
Obligations and the termination or expiration of this Agreement.
18. NOTICES. Any notice required or permitted hereunder shall be
given, (a) with respect to the Company, at the address of the Company indicated
in Section 24 of the Intercreditor Agreement and (b) with respect to the
Collateral Agent or a Secured Party, at the Collateral Agent's address indicated
in Section 24 of the Intercreditor Agreement. All such notices shall be given
and shall be effective as provided in Section 24 of the Intercreditor Agreement.
19. GOVERNING LAW; WAIVERS.
(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
(b) EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY AGREES
AND CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY
BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF
FULTON, STATE OF GEORGIA, UNITED STATES OF AMERICA AND, BY THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, EXPRESSLY WAIVES ANY
OBJECTION THAT IT MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE
OR TO THE JURISDICTION OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND
IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO
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THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR
PROCEEDING.
(c) EACH PARTY AGREES THAT SERVICE OF PROCESS MAY BE MADE
BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER
LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED
OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF SUCH PARTY
PROVIDED IN SECTION 24 OF THE INTERCREDITOR AGREEMENT OR BY ANY OTHER
METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN
THE STATE OF GEORGIA.
(d) NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF
SHALL PRECLUDE ANY PARTY FROM BRINGING ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER TRANSACTION
DOCUMENTS IN THE COURTS OF ANY PLACE WHERE ANY OTHER PARTY OR ANY OF
SUCH PARTY'S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT
PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH PARTY
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND
EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING,
THE JURISDICTION OF ANY OTHER COURT OR COURTS WHICH NOW OR HEREAFTER,
BY REASON OF ITS PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE
AVAILABLE TO IT.
(e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS OR REMEDIES UNDER OR RELATED TO THIS AGREEMENT OR ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE
BE DELIVERED IN CONNECTION WITH THE FOREGOING, EACH PARTY HEREBY
AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION
OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND
EACH PARTY HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY HAVE THAT EACH ACTION OR PROCEEDING HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.
[SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement on
the day and year first written above.
COMPANY:
CROWN CRAFTS, INC.
By: /s/ Michael Bernstein
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Name: Michael Bernstein
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Title: President
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COLLATERAL AGENT:
WACHOVIA BANK, N. A., as Collateral
Agent for the Secured Parties
By: /s/ R.E.S. Bowen
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Name: R.E.S. Bowen
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Title: Assistant Vice President
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SCHEDULE 1
No. of No. of No. of No. of Certificate
Shares Shares Shares Shares Nos. for
Name of Subsidiary Class of Stock Authorized Issued Outstanding Pledged Pledged Shares
- ------------------ -------------- ---------- ------ ----------- ------- --------------
Churchill Weavers, Inc. Common/$100 par 2,000 306 306 306 16
Crown Crafts Designer, Inc. Common/$.001 par 10,000 100 100 100 1
Crown Crafts Home Common/no par 200 150 150 150 9
Furnishings, Inc.
Crown Crafts Home Common/$1 par 1,000 1,000 1,000 1,000 2
Furnishings of Illinois, Inc.
G.W. Stores, Inc. Common/no par 10,000 100 100 100 2
Hamco, Inc. Common/no par 1,000 1,000 1,000 1,000 4
Noel Joanna, Inc. Common/no par 7,500 182 182 182 11
The Red Calliope Common/$10 par 2,500 100 100 100 27
and Associates, Inc.