Exhibit 4(c)
FORM OF SHARED PLEDGE AGREEMENT
This SHARED PLEDGE AGREEMENT, dated as of May 15, 2003 (together
with all amendments, if any, from time to time hereto, this "Agreement") among
BLOUNT INTERNATIONAL, INC., a Delaware corporation ("Holdings"), BLOUNT, INC.,
a Delaware corporation ("Blount, Inc."), each of the Subsidiaries of Blount,
Inc. signatory hereto and those additional entities that hereafter become
parties hereto by executing the form of Supplement attached hereto as Annex 1
(Holdings, Blount, Inc., and each such Subsidiary, collectively, "Pledgors"
and individually, a "Pledgor"), and GENERAL ELECTRIC CAPITAL CORPORATION, as
collateral agent (in such capacity, "Collateral Agent") for the holders from
time to time of the Secured Obligations (as defined below).
W I T N E S S E T H:
WHEREAS, Holdings, Blount, Inc. and, as applicable, the other Credit
Parties are parties to (a) the Credit Agreement, dated as of May 15, 2003 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Holdings, Blount, Inc., the other Credit Parties
thereto, the Canadian Credit Parties, the several banks and other financial
institutions or entities from time to time parties thereto as lenders (the
"Lenders"), General Electric Capital Canada Inc., as Canadian Agent, and
General Electric Capital Corporation, as Agent, and (b) the Indenture dated as
of June 18, 1998 (as amended, restated, supplemented or otherwise modified
from time to time, the "Existing Senior Notes Indenture") among Blount, Inc.,
Holdings and Lasalle National Bank, as Trustee (the "Indenture Trustee"); and
WHEREAS, pursuant to the provisions of the Existing Senior Notes
Indenture as it exists on the date hereof, Blount, Inc. and Holdings may not,
and may not permit any of their respective Subsidiaries to, secure the Credit
Agreement Obligations with a Mortgage on any Principal Property or any shares
of Capital Stock or Debt (as such terms are defined in the Existing Senior
Notes Indenture) of Holdings, Blount, Inc. or any of its Subsidiaries without
equally and ratably securing the Existing Senior Note Obligations (as defined
below); and
WHEREAS, Pledgors are members of an affiliated group of companies
and are engaged in related businesses, and each Pledgor will derive
substantial direct and indirect benefit from the extensions of credit made
available to Borrowers under the Credit Agreement; and
WHEREAS, each Pledgor is the record and beneficial owner of the
shares of Stock listed next to such Pledgor's name in Part A of Schedule I
hereto and the owner of the promissory notes and instruments listed next to
such Pledgor's name in Part B of Schedule I hereto;
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, each Pledgor has agreed to pledge the Pledged Collateral to Agent
in accordance herewith;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Definitions. Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement. As used in this Agreement, the capitalized terms defined
in the recitals hereto shall have the meanings specified therein, and the
following terms have the meanings specified below:
"Bankruptcy Code" means title 11, United States Code, as amended
from time to time, and any successor statute thereto.
"Credit Agreement Obligations" means (i) in the case of each
Borrower, Obligations, and (ii) in the case of each US Credit Party, its
Guaranteed Obligations as defined in the US Guaranty.
"Existing Senior Note Obligations" means the obligations (without
duplication) of Blount, Inc. and Holdings to pay the principal of, and
premium, if any, and interest on, the Existing Senior Notes; provided that the
"Existing Senior Note Obligations" shall not in any event include any
obligations in respect of debt securities issued under the Existing Senior
Notes Indenture after the date hereof.
"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 all now existing or hereafter arising
indebtedness for money borrowed of a Subsidiary of Holdings, including 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, provided that, with respect to any Stock of any Foreign Subsidiary
or a Canadian Subsidiary owned by a Pledgor, "Pledged Shares" shall mean no
more than 65% of the voting Stock of such Foreign Subsidiary or a Canadian
Subsidiary.
"Proceeds" means all "proceeds" as such term is defined in the Code
and, in any event, shall include, without limitation, all dividends or other
income from the Pledged Shares, collections thereon or distributions or
payments with respect thereto.
"Secured Obligations" means, without duplication, (i) the Credit
Agreement Obligations and (ii) the Existing Senior Note Obligations; provided
that the "Secured Obligations" shall not in any event include any obligations
in respect of debt securities issued under the Existing Senior Notes Indenture
after the date hereof.
"Secured Parties" means (i) the Lenders, (ii) the Swing Line Lender,
(iii) the Agent, (iv) the Canadian Agent, (v) the holders of the Existing
Senior Notes and (vi) the Indenture Trustee.
2. Pledge. Each Pledgor hereby pledges to Collateral Agent, and
grants to Collateral Agent for itself and the benefit of Secured Parties, 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, subject to Section 7(b) below, 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 provided in Section 6(d) below, of any
additional shares of stock of a Pledged Entity from time to time acquired by
such Pledgor in any manner (which shares 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, subject to Section 7(b) below, 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 such Pledgor and evidenced by promissory notes or other instruments,
together with such promissory notes and instruments, and, subject to Section
7(b) below, 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 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 Collateral Agent, for itself and the
benefit of Secured Parties, pursuant hereto. All Pledged Shares shall be duly
endorsed in blank or transfer or accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to
Collateral Agent and all promissory notes or other instruments evidencing the
Pledged Indebtedness shall be endorsed (without recourse) in blank by the
applicable Pledgor. The pledge of the applicable Pledged Shares (and any
related rights as set out in this Agreement) to the Collateral Agent, for
itself and the benefit of the Secured Parties shall be recorded by each
Pledged Entity on their respective share registers.
5. Representations and Warranties. Each Pledgor represents and
warrants to Collateral Agent that:
(a) Such Pledgor is, upon payment of the Prior Lender Obligations,
and at the time of delivery of the Pledged Shares to Collateral Agent
will be, the sole holder of record and the sole beneficial owner of such
Pledged Collateral pledged by such Pledgor free and clear of any Lien
thereon or affecting the title thereto, except for any Lien created by
this Agreement; such Pledgor is and at the time of delivery of the
Pledged Indebtedness to Collateral Agent will be, the sole owner of such
Pledged
Collateral free and clear of any Lien thereon or affecting title thereto,
except for any Lien created by this Agreement;
(b) All of the Pledged Shares have been duly authorized, validly
issued and are fully paid and non-assessable; the Pledged Indebtedness
has been duly authorized, authenticated or issued and delivered by, and
is the legal, valid and binding obligations of, the Pledged Entities,
enforceable in accordance with its terms, except as enforceability
thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws affecting
creditors' rights generally and general principles of equity (regardless
of whether such enforceability is considered in a proceeding at law or in
equity) and no such Pledged Entity is in default thereunder;
(c) Such Pledgor has the right and requisite authority to pledge,
assign, transfer, deliver, deposit and set over the Pledged Collateral
pledged by such Pledgor to Collateral Agent as provided herein;
(d) None of the Pledged Shares or Pledged Indebtedness has been
issued or transferred in violation of the securities registration or
qualification, securities disclosure or similar laws of any jurisdiction
to which such issuance or transfer may be subject;
(e) All of the Pledged Shares are presently owned by such Pledgor,
and are presently represented by the certificates 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;
(f) No consent, approval, authorization or other order or other
action by, and no notice to or filing with, any Governmental Authority or
any other Person is required (i) for the pledge and grant of a lien by
such Pledgor of the Pledged Collateral pursuant to this Agreement or for
the execution, delivery or performance of this Agreement by such Pledgor,
or (ii) for the exercise by Collateral Agent of the voting or other
rights provided for in this Agreement or the remedies in respect of the
Pledged Collateral pursuant to this Agreement, except as may be required
in connection with such disposition by laws affecting the offering and
sale of securities generally [and except for the approval of the board of
directors or shareholders of such Pledged Entity as required under the
corporate laws under which such Pledged Entity is incorporated, which
approval has been granted];
(g) 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 Collateral Agent
for the benefit of Collateral Agent and Secured Parties in the Pledged
Collateral and the proceeds thereof, securing the payment of the Secured
Obligations, subject to no other Lien;
(h) This Agreement has been duly authorized, executed and delivered
by Pledgor and constitutes a legal, valid and binding obligation of
Pledgor enforceable against Pledgor in accordance with its terms;
(i) The Pledged Shares constitute the percentage of the issued and
outstanding shares of Stock of each Pledged Entity as set forth on Part A
of Schedule I;
(j) 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; and
(k) [Blount, Inc., the managing member of BI, L.L.C., a Delaware
limited liability company ("BI L.L.C."), (i) unconditionally consents to
the Transfer (as defined in the Operating Agreement of BI, L.L.C.
effective as of March 1, 1997, the "Operating Agreement") of all of the
membership interests in BI, L.L.C. (the "Membership Interests") to
Collateral Agent pursuant to this Agreement and (ii) unconditionally
consents to any subsequent Transfer of the Membership Interests by
Collateral Agent pursuant to this Agreement. Each Member (as defined in
the Operating Agreement) agrees (w) that notwithstanding anything to the
contrary under the Operating Agreement (including, without limitation,
Article IX), any Transfer pursuant to clause (i) and (ii) in the
preceding sentence shall not be subject to any of the terms and
conditions of the Operating Agreement, (x) that any such Transfer shall
be given full force and effect for the purposes of the Operating
Agreement, (y) to waive any "right of first refusal" which may arise
pursuant to Section 11.5 of the Operating Agreement and (z) that this
Section 5(k) shall constitute an amendment to and waiver of the Operating
Agreement to the extent provided herein, and such amendment and waiver
shall continue in full force and effect for the term of this Agreement.]
The representations and warranties set forth in this Section 5 shall
survive the execution and delivery of this Agreement.
6. Covenants. Each Pledgor covenants and agrees that until the
Termination Date:
(a) Without the prior written consent of Collateral Agent, such
Pledgor will not sell, assign, transfer, exchange, 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 grant a Lien in the Pledged Collateral, unless
otherwise expressly permitted by the Credit Agreement and as set forth in
this Agreement;
(b) Such Pledgor will, at its expense, promptly execute, acknowledge
and deliver all such instruments and take all such actions as Collateral
Agent from time to time may request in order to ensure to Collateral
Agent and Secured Parties the benefits of the Liens in and to the Pledged
Collateral intended to be created by this Agreement, including the filing
of any necessary Uniform Commercial Code ("UCC") financing statements or
similar statements under appropriate laws, which may be filed by
Collateral Agent with or (to the extent permitted by law) without the
signature of such Pledgor, and will cooperate with Collateral Agent, at
such Pledgor's expense, in obtaining all necessary approvals and making
all necessary filings under federal (domestic or foreign), state,
provincial, local or foreign law in connection with such Liens or any
sale or transfer
of the Pledged Collateral and such Pledgor also hereby ratifies its
authorization for Collateral Agent to have filed in any jurisdiction any
financing statements or amendments thereto if filed prior to the date
hereof;
(c) Such Pledgor has and will defend the title to the Pledged
Collateral and the Liens of Collateral Agent in the Pledged Collateral
against the claim of any Person and will maintain and preserve such
Liens; and
(d) Such 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
Collateral 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 Collateral Agent a
Pledge Amendment, duly executed by the applicable Pledgor, in
substantially the form of Schedule II hereto (a "Pledge Amendment") in
respect of any such additional Stock(or, in the case of Stock of a
Foreign Subsidiary or a Canadian Subsidiary, 65% of such Stock), notes or
instruments, pursuant to which such Pledgor shall pledge to Collateral
Agent all of such additional Stock, notes and instruments. Each Pledgor
hereby authorizes Collateral 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 Collateral Agent
shall for all purposes hereunder be considered Pledged Collateral.
7. Pledgors' Rights. As long as no Default or Event of Default shall
have occurred and be continuing and until written notice shall be given to
Pledgors in accordance with Section 8(a) hereof:
(a) Pledgors shall have the right, from time to time, to vote and
give consents with respect to the Pledged Collateral, or any part thereof
for all purposes not inconsistent with the provisions of this Agreement,
the Credit Agreement or any other Loan Document; provided, however, that
no vote shall be cast, and no consent shall be given or action taken,
which would have the effect of impairing the position or interest of
Collateral 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, merger or amalgamation of a
Pledged Entity with any other Person;
(iii) the sale, disposition or encumbrance of all or
substantially all of the assets of a Pledged Entity, except for Liens in favor
of Collateral Agent;
(iv) any change in the authorized number of shares, the
stated capital or the authorized share capital of a Pledged Entity or the
issuance of any additional shares of its Stock; or
(v) the alteration of the voting rights with respect to
the Stock of a Pledged Entity; and
(b) (i) Pledgors shall be entitled, from time to time, to
collect and receive for their 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
interest paid or payable other than in cash in respect of any Pledged
Collateral, and instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any Pledged
Collateral; (B) dividends and other distributions paid or payable in cash in
respect of any Pledged Shares in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid,
payable or otherwise distributed, in respect of principal of, or in redemption
of, or in exchange for, any Pledged Collateral; provided, however, that until
actually paid all rights to such distributions shall remain subject to the
Lien created by this Agreement; and
(ii) all dividends and interest (other than such cash dividends
and interest as are permitted to be paid to any Pledgor in accordance with
Section 7(b)(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 Collateral Agent to hold as Pledged Collateral and shall, if
received by any Pledgor, be received in trust for the benefit of Collateral
Agent, be segregated from the other property or funds of such Pledgor, and be
forthwith delivered to Collateral 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 Pledgors, Collateral 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,
subject to applicable securities laws 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 each 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 Collateral Agent was the outright owner thereof. Any sale shall be
made at a public or private sale at Collateral 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 Collateral Agent may
deem fair, and Collateral 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 any Pledgor or any right of
redemption. Each sale shall be made to the highest bidder, but Collateral
Agent reserves the right to reject any and all bids at
such sale which, in its discretion, it shall deem inadequate. Demands of
performance, except as otherwise herein specifically provided for,
notices of sale, advertisements and the presence of property at sale are
hereby waived and any sale hereunder may be conducted by an auctioneer or
any officer or agent of Collateral Agent. EACH PLEDGOR HEREBY IRREVOCABLY
CONSTITUTES AND APPOINTS COLLATERAL AGENT AS THE PROXY AND
ATTORNEY-IN-FACT OF SUCH PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL,
INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, WITH FULL POWER OF
SUBSTITUTION TO DO SO. THE APPOINTMENT OF COLLATERAL 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 COLLATERAL 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 COLLATERAL AGENT THEREOF), UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING,
COLLATERAL 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 Collateral 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, Collateral 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 Pledgors.
(c) If, at any time when Collateral Agent in its sole discretion
determines, following the occurrence and during the continuance of an
Event of Default, that, in connection with any actual or contemplated
exercise of its rights (when permitted under this Section 8) to sell the
whole or any part of the Pledged Shares hereunder, it is necessary or
advisable to effect a public registration of all or part of the Pledged
Collateral pursuant to the Securities Act of 1933, as amended (or any
similar statute then
in effect including similar statutes or laws in any other applicable
jurisdiction) (the "Act"), the applicable Pledgor shall, in an
expeditious manner, cause the Pledged Entities to:
(i) Prepare and file with the Securities and Exchange
Commission or any other applicable securities regulatory authority
(the "Commission") a registration statement with respect to the
Pledged Shares and in good faith use commercially reasonable efforts
to cause such registration statement or propectus to become and
remain effective;
(ii) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used
in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions
of the Act with respect to the sale or other disposition of the
Pledged Shares covered by such registration statement or propectus
whenever Collateral Agent shall desire to sell or otherwise dispose
of the Pledged Shares;
(iii) Furnish to Collateral Agent such numbers of copies of a
prospectus and a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as Collateral
Agent may request in order to facilitate the public sale or other
disposition of the Pledged Shares by Collateral Agent;
(iv) Use commercially reasonable efforts to register or qualify
the Pledged Shares covered by such registration statement under such
other securities or blue sky laws of such jurisdictions within the
United States and Puerto Rico (or other applicable jurisdiction) as
Collateral Agent shall request, and do such other reasonable acts
and things as may be required of it to enable Collateral Agent to
consummate the public sale or other disposition in such
jurisdictions of the Pledged Shares by Collateral Agent;
(v) Furnish, at the request of Collateral Agent, on the date
that shares of the Pledged Collateral are delivered to the
underwriters for sale pursuant to such registration or qualification
or, if the security is not being sold through underwriters, on the
date that the registration statement with respect to such Pledged
Shares becomes effective, (A) an opinion, dated such date, of the
independent counsel representing such registrant for the purposes of
such registration, addressed to the underwriters, if any, and in the
event the Pledged Shares are not being sold through underwriters,
then to Collateral Agent, in customary form and covering matters of
the type customarily covered in such legal opinions; and (B) a
comfort letter, dated such date, from the independent certified
public accountants of such registrant, addressed to the
underwriters, if any, and in the event the Pledged Shares are not
being sold through underwriters, then to Collateral Agent, in a
customary form and covering matters of the type customarily covered
by such comfort letters and as the underwriters or Collateral Agent
shall reasonably request. The opinion of counsel referred to above
shall additionally cover such other legal matters with respect to
the registration or qualification in respect of which such opinion
is being given as Collateral Agent may reasonably request. The
letter referred to above from the independent certified public
accountants shall additionally
cover such other financial matters (including information as to the
period ending not more than five (5) Business Days prior to the date
of such letter) with respect to the registration in respect of which
such letter is being given as Collateral Agent may reasonably
request; and
(vi) Otherwise use commercially reasonable efforts to comply
with all applicable rules and regulations of the Commission, and
make available to its security holders, as soon as reasonably
practicable but not later than eighteen (18) months after the
effective date of the registration statement, an earnings statement
covering the period of at least twelve (12) months beginning with
the first full month after the effective date of such registration
statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Act.
(d) All expenses incurred in complying with Section 8(c) hereof,
including, without limitation, all registration and filing fees
(including all expenses incident to filing with the National Association
of Securities Dealers, Inc.), printing expenses, fees and disbursements
of counsel for the registrant, the fees and expenses of counsel for
Collateral Agent, expenses of the independent certified public
accountants (including any special audits incident to or required by any
such registration) and expenses of complying with the securities or blue
sky laws or any jurisdictions, shall be paid by the applicable Pledgor.
(e) If, at any time when Collateral Agent shall determine to
exercise its right to sell the whole or any part of the Pledged
Collateral hereunder, such Pledged Collateral or the part thereof to be
sold shall not, for any reason whatsoever, be effectively registered
under the Act, Collateral 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
Collateral 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 qualification or to cause the same to be effected.
Without limiting the generality of the foregoing, in any such event,
Collateral Agent in its discretion (x) may, in accordance with applicable
securities laws, proceed to make such private sale notwithstanding that a
registration statement or prospectus for the purpose of registering or
qualifying such Pledged Collateral or part thereof could be or shall have
been filed under said Act (or similar statute), (y) may approach and
negotiate with a single possible purchaser to effect such sale, and (z)
may restrict such sale to a purchaser who is an accredited investor under
the Act and who will represent and agree that such purchaser is
purchasing for its own account, for investment and not with a view to the
distribution or sale of such Pledged Collateral or any part thereof. In
addition to a private sale as provided above in this Section 8, if any of
the Pledged Collateral shall not be freely distributable to the public
without registration or qualification under the Act (or similar statute)
at the time of any proposed sale pursuant to this Section 8, then
Collateral Agent shall not be required to effect such registration or
cause the same to be effected but, in its discretion (subject only to
applicable requirements of law), may require that any sale hereunder
(including a sale at auction) be conducted subject to restrictions:
(i) as to the financial sophistication and ability of any Person
permitted to bid or purchase at any such sale;
(ii) as to the content of legends to be placed upon any
certificates representing the Pledged Collateral sold in such sale, including
restrictions on future transfer thereof;
(iii) as to the representations required to be made by each Person
bidding or purchasing at such sale relating to that Person's access to
financial information about any Pledged Entity 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 Collateral 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 or
provincial securities laws.
(f) Each Pledgor recognizes that Collateral Agent may be unable to
effect a public sale of any or all the Pledged Collateral and may be
compelled to resort to one or more private sales thereof in accordance
with clause (e) above. Each 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. Collateral 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 or
any other applicable requirement or law, even if any Pledgor and the
Pledged Entity would agree to do so.
(g) Each Pledgor agrees to the maximum extent permitted by
applicable law that following the occurrence and during the continuance
of an Event of Default it will not at any time plead, claim or take the
benefit of any appraisal, valuation, stay, extension, moratorium or
redemption law now or hereafter in force in order to prevent or delay the
enforcement of this Agreement, or the absolute sale of the whole or any
part of the Pledged Collateral or the possession thereof by any purchaser
at any sale hereunder, and each Pledgor waives the benefit of all such
laws to the extent it lawfully may do so. Each Pledgor agrees that it
will not interfere with any right, power and remedy of Collateral 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 Collateral Agent of any one or more of such rights, powers or
remedies. No failure or delay on the part of Collateral Agent to exercise
any such right, power or remedy and no notice or demand which may be
given to or made upon any Pledgor by Collateral Agent with respect to any
such remedies shall operate as a waiver thereof, or limit or
impair Collateral 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
such Pledgor in any respect.
(h) Each Pledgor further agrees that a breach of any of the
covenants contained in this Section 8 will cause irreparable injury to
Collateral Agent, that Collateral 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 such Pledgor, and each Pledgor hereby waives and
agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that the Secured
Obligations are not then due and payable in accordance with the
agreements and instruments governing and evidencing such obligations.
(i) Collateral Agent shall apply the proceeds of any collection or
sale of the Collateral, as well as any Collateral consisting of cash, in
the manner set forth in the Collateral Agency Agreement; provided,
however, that if the Collateral Agency Agreement shall not be in effect,
such proceeds and cash shall be applied in the manner set forth in the
Credit Agreement.
9. Financing Statements. No Pledgor shall terminate, amend or file a
correction statement with respect to any UCC financing statement filed
pursuant to this Agreement without Collateral Agent's prior written consent.
10. Waiver. No delay on Collateral Agent's part in exercising any
power of sale, Lien, option or other right hereunder, and no notice or demand
which may be given to or made upon any Pledgor by Collateral Agent with
respect to any power of sale, Lien, option or other right hereunder, shall
constitute a waiver thereof, or limit or impair Collateral 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 Collateral Agent's
rights as against such Pledgor in any respect.
11. Intentionally Omitted.
12. Termination. This Agreement and the Liens created hereby (a)
shall cease to be effective with respect to the Existing Senior Note
Obligations on the earlier of the date (i) on which all of the Existing Senior
Note Obligations shall have been paid in full, (ii) that is 10 days after the
provisions of the Existing Senior Notes Indenture that require equal and
ratable sharing shall be held by a court of competent jurisdiction to be
invalid and (iii) on the Termination Date and (b) shall cease to be effective
with respect to the Credit Agreement Obligations on the Termination Date.
Immediately following the Termination Date, Collateral Agent shall deliver to
each Pledgor the Pledged Collateral pledged by such Pledgors at the time
subject to this Agreement and all instruments of assignment executed in
connection therewith, free and clear of the Liens hereof and, except as
otherwise provided herein, all of such Pledgor's obligations hereunder shall
at such time terminate.
13. Lien Absolute. All rights of Collateral Agent hereunder, and all
obligations of Pledgors hereunder, shall be absolute and unconditional
irrespective of:
(a) any lack of validity or enforceability of the Credit Agreement,
any other Loan Document or any other agreement or instrument governing or
evidencing any Secured Obligations;
(b) any change in the time, manner or place of payment of, or in any
other term of, all or any part of the Secured Obligations, or any other
amendment or waiver of or any consent to any departure from the Credit
Agreement, any other Loan Document or any other agreement or instrument
governing or evidencing any Secured Obligations;
(c) any exchange, release or non-perfection of any other Collateral,
or any release or amendment or waiver of or consent to departure from any
guaranty, for all or any of the Secured Obligations;
(d) the insolvency of any Credit Party; or
(e) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, any Pledgor.
14. Release. Each Pledgor consents and agrees that Collateral 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 Collateral Agent in
connection with all or any of the Secured Obligations; all in such manner
and upon such terms as Collateral Agent may deem proper, and without
notice to or further assent from such Pledgor, it being hereby agreed
that each 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. Each 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 such Pledgor. No act or omission of any kind on Collateral Agent's
part shall in any event affect or impair this Agreement.
15. Reinstatement. This Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against
any Pledgor or any Pledged Entity for liquidation or reorganization, should
any Pledgor or any Pledged Entity become insolvent or make an assignment for
the benefit of creditors or should a receiver, interim receiver, receiver and
manager or trustee be appointed for all or any significant part of any
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.
16. Miscellaneous.
(a) Collateral Agent may execute any of its duties hereunder by or
through agents or employees and shall be entitled to advice of counsel
concerning all matters pertaining to its duties hereunder.
(b) Each Pledgor agrees to promptly reimburse Collateral Agent for
actual out-of-pocket expenses, including, without limitation, reasonable
counsel fees, incurred by Collateral Agent in connection with the
administration and enforcement of this Agreement.
(c) Neither Collateral 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 EACH PLEDGOR AND ITS
RESPECTIVE SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON
BEHALF OF SUCH PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE
ENFORCEABLE BY, COLLATERAL 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 COLLATERAL AGENT AND PLEDGOR.
17. 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.
18. 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 any Pledgor, to Blount, Inc. at its address at: 4409 S.E.
International Way, Portland, Oregon 97222, Attention: General Counsel and
Chief Financial Officer, or at such other address as shall be designated
by it in a written notice to Collateral Agent.
(b) If to Collateral Agent, to it at its address at: 1100 Abernathy
Road, Suite 900, Atlanta, Georgia 30328, Attention: Blount, Inc. Account
Manager, with a copy to General Electric Capital Corporation, 201 High
Ridge Road, Stamford, Connecticut 06927, Attention: Corporate Counsel -
Commercial Finance, with a copy to Paul, Hastings, Janofsky & Walker LLP,
600 Peachtree Street, N.E., Suite 2400, Atlanta, GA 30308-2222,
Attention: Jesse H. Austin III, Esq., or at such other address as shall
be designated by it in a written notice to Blount, Inc. and the Secured
Parties.
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
18, (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.
19. 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.
20. Counterparts. This Agreement may be executed in any number of
counterparts, which shall, collectively and separately, constitute one
agreement. This Agreement may be authenticated by manual signature, facsimile
or, if approved in writing by Agent, electronic means, all of which shall be
equally valid.
21. Benefit of Secured Parties. All security interests granted or
contemplated hereby shall be for the benefit of Collateral Agent and its
successors and assigns and Secured Parties, and all proceeds or payments
realized from the Pledged Collateral in accordance herewith shall be applied
to the Secured Obligations as set forth in Section 8(i) of this Agreement.
22. Additional Pledgors. Pursuant to Section 5.13 of the Credit
Agreement, the Credit Parties may create wholly owned direct or indirect
Subsidiaries after the Closing Date (as defined in the Credit Agreement) so
long as at the time of the formation of any such direct or indirect Subsidiary
of any Credit Party, Credit Parties, or any of them, as appropriate, shall
cause such new United States domestic Subsidiary, to enter into this Agreement
by executing and delivering in favor of Collateral Agent an instrument in the
form of Annex 1 attached hereto. Upon the execution and delivery of Annex 1 by
such new United States domestic Subsidiary, such domestic Subsidiary shall
become a Pledgor hereunder with the same force and effect as if originally
named as a Pledgor herein. The execution and delivery of any instrument adding
an additional Pledgor as a party to this Agreement shall not require the
consent of any Pledgor hereunder. The rights and obligations of each Pledgor
hereunder shall remain in full force and effect notwithstanding the addition
of any new Pledgor hereunder.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.
PLEDGORS: BLOUNT INTERNATIONAL, INC.
By:
-----------------------------------
Name:
----------------------------------
Title:
----------------------------------
BLOUNT, INC.
By:
-----------------------------------
Name:
----------------------------------
Title:
----------------------------------
FABTEK CORPORATION
By:
-----------------------------------
Name:
----------------------------------
Title:
----------------------------------
GEAR PRODUCTS, INC.
By:
-----------------------------------
Name:
----------------------------------
Title:
----------------------------------
DIXON INDUSTRIES, INC.
By:
-----------------------------------
Name:
----------------------------------
Title:
----------------------------------
FREDERICK MANUFACTURING CORPORATION
By:
-----------------------------------
Name:
----------------------------------
Title:
----------------------------------
WINDSOR FORESTRY TOOLS LLC
By: Blount, Inc., its sole member
By:
-----------------------------------
Name:
----------------------------------
Title:
----------------------------------
4520 CORP., INC.
By:
-----------------------------------
Name:
----------------------------------
Title:
----------------------------------
OMARK PROPERTIES, INC.
By:
-----------------------------------
Name:
----------------------------------
Title:
----------------------------------
BI, L.L.C.
By: Blount, Inc., its managing member
By:
-----------------------------------
Name:
----------------------------------
Title:
----------------------------------
COLLATERAL AGENT: GENERAL ELECTRIC CAPITAL
CORPORATION
By:
-----------------------------------
Name:
----------------------------------
Its Duly Authorized Signatory
ANNEX 1
FORM OF SUPPLEMENT TO SHARED PLEDGE AGREEMENT
Supplement No. (this "Supplement") dated as of __________, 20__ the
Shared Pledge Agreement dated as of May 15, 2003 (as amended, restated,
supplemented or otherwise modified from time to time, the "Shared Pledge
Agreement") by and among BLOUNT INTERNATIONAL, INC., a Delaware corporation
("Holdings"), BLOUNT, INC., a Delaware corporation ("Blount, Inc."), each of
the Subsidiaries of Blount, Inc. signatory thereto and those additional
entities that thereafter become parties thereto (Holdings, Blount, Inc., each
such Subsidiary, collectively, "Pledgors" and individually, a "Pledgor"), and
GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent (in such capacity,
"Collateral Agent") for the holders from time to time of the Secured
Obligations (as defined below).
WITNESSETH:
WHEREAS, pursuant to that certain Credit Agreement dated as of May 15,
2003 by and among Blount, Inc., a Delaware corporation, the other Credit
Parties (as defined in the Credit Agreement) signatory thereto, Agent,
Canadian Agent and the other Persons signatory thereto from time to time as
lenders ("Lenders") (including all annexes, exhibits and schedules thereto, as
from time to time amended, restated, supplemented or otherwise modified, the
"Credit Agreement"), US Lenders have agreed to make the Loans (as defined in
the Credit Agreement) to, and to incur Letter of Credit Obligations (as
defined in the Credit Agreement) on behalf of US Borrowers (as defined in the
Credit Agreement), and Canadian Lenders have agreed to make Loans to Canadian
Borrowers;
WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Shared Pledge Agreement;
and
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, each Pledgor has agreed to pledge the Pledged Collateral to Agent
in accordance herewith;
WHEREAS, pursuant to provisions of Section 5.13 of the Credit Agreement,
Credit Parties may create new wholly owned direct or indirect Subsidiaries
after the Closing Date so long as at the time of the formation of any such
direct or indirect Subsidiary of any Credit Party, Credit Parties, or any of
them, as appropriate, shall cause such new United States domestic Subsidiary
to provide to Collateral Agent a supplement to the Shared Pledge Agreement,
and such other security documents reasonably requested by Collateral Agent in
its discretion and the execution of the Shared Pledge Agreement by the
undersigned new Pledgor or Pledgors (collectively, "New Pledgors") may be
accomplished by the execution of this Supplement in favor of Collateral Agent;
NOW, THEREFORE, for and in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. In accordance with Section 22 of the Shared Pledge Agreement, New
Pledgor, by its signature below, becomes a "Pledgor" under the Shared Pledge
Agreement with the same force and effect as if originally named therein as a
"Pledgor" and New Pledgor hereby (a) agrees to all of the terms and provisions
of the Shared Pledge Agreement applicable to it as a "Pledgor" thereunder and
(b) represents and warrants that the representations and warranties made by it
as a "Pledgor" thereunder are true and correct on and as of the date hereof.
In furtherance of the foregoing, New Pledgor, as security for, the prompt
payment in full when due, whether at stated maturity, by acceleration or
otherwise, and performance of all Secured Obligations (as defined in the
Shared Pledge Agreement), does hereby pledge to Collateral Agent, for itself
and the benefit of Secured Parties, a first priority security interest in all
the shares of Stock (hereafter collectively referred to as "Pledged Shares"),
of any Subsidiary or any now existing or hereafter arising indebtedness for
money borrowed (hereafter collectively referred to as "Pledged Indebtedness")
of New Pledgor listed on Exhibit A attached hereto and any Pledged Shares of
any Subsidiary or any Pledged Indebtedness of the New Pledgor obtained in the
future and, if applicable, the certificates representing all such Pledged
Shares (together with undated powers endorsed in blank). Exhibit A attached
hereto supplements Part A and Part B of Schedule I to the Shared Pledge
Agreement and shall be deemed a part thereof for all purposes of the Shared
Pledge Agreement. Each reference to a "Pledgor" in the Shared Pledge Agreement
shall be deemed to include the New Pledgor. The Shared Pledge Agreement is
incorporated herein by reference.
2. New Pledgor represents and warrants to the Collateral Agent and to
Secured Parties that this Supplement has been duly executed and delivered by
New Pledgor and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms.
3. This Supplement may be executed in any number of counterparts, each of
which shall collectively and separately constitute one and the same agreement.
This Supplement may be authenticated by manual signature, facsimile or, if
approved in writing by Collateral Agent, electronic means, all of which shall
be equally valid.
4. Except as expressly supplemented hereby, the Shared Pledge Agreement
shall remain in full force and effect.
5. THIS AGREEMENT SHALL BE BINDING UPON EACH PLEDGOR AND ITS RESPECTIVE
SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF SUCH
PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, COLLATERAL
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 COLLATERAL AGENT AND
PLEDGOR.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, New Pledgor and Collateral Agent have duly executed
this Supplement to the Shared Pledge Agreement as of the day and year first
above written.
NEW PLEDGOR: [Name of New Pledgor]
By:___________________________
Address:____________________ Name:_________________________
____________________ Title:________________________
____________________
COLLATERAL AGENT: GENERAL ELECTRIC CAPITAL
CORPORATION
By:__________________________
Name:________________________
Title: Duly Authorized Signatory
EXHIBIT A
PLEDGED SUBSIDIARIES
Percentage of
Class Certificate Number of Outstanding
Pledgor Pledged Entity of Stock Number(s) Shares Shares/Units
Initial
Principal
Pledgor Pledged Entity Amount Issue Date Maturity Date Interest Rate