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Pledge Agreement

This is an actual contract between Remington Arms and Wachovia Bank, National Association.

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Sectors: Consumer Products (Durables), Banking
Governing Law: New York, View New York State Laws
Effective Date: January 24, 2003
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Exhibit 10.22
PLEDGE AGREEMENT


THIS PLEDGE AGREEMENT, dated January 24, 2003, is made by RA BRANDS, L.L.C., a Delaware limited liability company (the "Pledgor"), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as collateral and administrative agent (in such capacity, the "Agent") for the several banks and other financial institutions (collectively, the "Lenders") from time to time parties to the Credit Agreement, dated January 24, 2003 (as the same may be amended, supplemented, waived or otherwise modified from time to time, the "Credit Agreement"), among Remington Arms Company, Inc., a Delaware corporation ("Remington"), and RA Factors, Inc., a Delaware corporation ("Factors"; Remington and Factors are hereinafter referred to collectively as the "Borrowers"), Fleet Capital Corporation, as syndication agent, National City Commercial Finance, Inc., as documentation agent, the Agent, and the Lenders.


W I T N E S S E T H :


WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make loans and other extensions of credit to the Borrowers upon the terms and subject to the conditions set forth in the Credit Agreement;


WHEREAS, the Pledgor is the legal and beneficial owner of Pledged Equity Interests (as hereinafter defined) issued by the Issuers (as hereinafter defined); and


WHEREAS, it is a condition precedent to the obligations of the Lenders to make Revolver Loans and provide other financial accommodations to the Borrowers under the Credit Agreement that Pledgor shall have executed and delivered this Agreement to the Agent for the ratable benefit of the Lenders;


WHEREAS, Pledgor has agreed to execute and deliver this Pledge Agreement to the Agent, for the ratable benefit of the Lenders;


NOW, THEREFORE, in consideration of the premises the Pledgor hereby agrees with the Agent, for the ratable benefit of the Lenders, as follows:


1. Defined Terms.


(a) Unless otherwise defined herein, capitalized terms defined in the Credit Agreement are used herein as defined therein.


(b) The following terms shall have the following meanings:


"Additional Pledged Equity Interests": as defined in Section 5(a).


"Agreement": this Pledge Agreement, as the same may be amended,
supplemented, waived or otherwise modified from time to time.


"Code": the Uniform Commercial Code (or any successor statute) as
adopted and in force in the State of New York or, when the laws of any
other state govern the method or manner of the perfection or enforcement
of any security interest in any of the Collateral, the Uniform Commercial
Code (or any successor statute) of such state.


"Collateral": all of the Pledgor's right, title and interest in and
to the Pledged Equity Interests and all Proceeds thereof.


"Issuers": the collective reference to the companies identified on
Schedule 1 attached hereto as the issuers of the Pledged Equity Interests;
individually, an "Issuer."


"Obligations": (a) all indebtedness, liabilities and obligations of
Pledgor to Agent and Lenders of every kind and description, whether direct
or indirect, joint or several, absolute or contingent, due or to become
due, now existing or hereafter arising under any of the Credit Documents
and (b) all indebtedness, liabilities and obligations now or hereafter
owing by the Borrowers under any of the Credit Documents.


"Pledged Equity Interests": the Equity Interests listed on Schedule 1
hereto, together with all certificates, options or similar rights of any
nature whatsoever or any investment property (as defined in the Code) in
the Issuers, in each case that may be issued to or held by the Pledgor
while this Agreement is in effect, including Additional Pledged Equity
Interests; provided that in no event shall more than 65% of the issued and
outstanding shares of capital stock of any Foreign Subsidiary be Pledged
Equity Interests.


"Proceeds": all "proceeds" as such term is defined in Section
9-102(64) of the Code and, in any event, shall include, without
limitation, all dividends or other income from the Pledged Equity
Interests, collections thereon or distributions with respect thereto.


"Securities Act": the Securities Act of 1933, as amended.


(c) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and paragraph references are to this Agreement unless otherwise specified.


(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


2. Pledge; Grant of Security Interest. The Pledgor hereby grants to Agent, for the ratable benefit of the Lenders, a security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, and hereby agrees that it will deliver or cause to be delivered to the Agent, for the ratable benefit of the Lenders, all certificates representing the Pledged Equity Interests no later than the date hereof, except for any certificates representing Additional Pledged Equity Interests, which shall be forthwith delivered to Agent upon the Pledgor's receipt thereof.


3. Stock Powers. Concurrently with the delivery to the Agent of each certificate representing any Pledged Equity Interest pursuant to paragraph 2 above, the Pledgor shall deliver an undated stock power or other instrument of transfer covering such certificate, duly executed in blank by the Pledgor with, if the Agent so requests, signature guaranteed.


4. Representations and Warranties. The Pledgor represents and warrants that:


(a) The Pledged Equity Interests constitute 100% of the issued and
outstanding Equity Interests of the Issuer held by the Pledgor on the date
hereof.


(b) All the Pledged Equity Interests have been (or, with respect to
Additional Pledged Equity Interests, when pledged to the Agent, will be)
duly and validly issued and are (or, with respect to Additional Pledged
Equity Interests, when pledged to the Agent, will be) fully paid and
nonassessable.


(c) The Pledgor is (or, with respect to Additional Pledged Equity
Interests, when pledged to the Agent, will be) the record and beneficial
owner of, and has (or, with respect to Additional Pledged Equity
Interests, when pledged to the Agent will have) good and marketable title
to, the Pledged Equity Interests, free of any and all Liens or options in
favor of, or material adverse claims on any of the Pledged Equity
Interests by, any other Person, except the security interest created by
this Agreement or any other Credit Document, Liens arising by operation of
law and, with respect to the Pledged Equity Interests of Remington
Licensing Corporation, a Delaware corporation ("RLC"), the rights of RLC
and Remington Products, Inc. ("RPI") pursuant to the Trademark Settlement
Agreement, dated effective as of December 5, 1986, between Pledgor and RPI
(the


"Trademark Settlement Agreement").


(d) Except with respect to the Pledged Equity Interests of RLC, there are
no contractual or charter restrictions upon the voting rights or upon the
transfer of any of the Collateral for which the consent from the applicable
party has not been obtained previously.


(e) The Pledgor has the right to vote, pledge and grant a security
interest in or otherwise transfer the Collateral without the consent of
any other party that has not been obtained previously and free of any
Liens (other than Liens permitted under the Credit Documents), and, except
with respect to the Pledged Equity Interests of RLC, without any
restriction under the Organization Documents of the Pledgor or any Issuer
or any agreement among the Pledgor's or any Issuer's equity holders.


(f) This Agreement has been duly authorized, executed and delivered
by the Pledgor and constitutes a legal, valid and binding obligation of
the Pledgor, enforceable in accordance with its terms except as affected
by bankruptcy, insolvency, fraudulent conveyance,
reorganization,moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of
good faith and fair dealing.


(g) The execution, delivery and performance by the Pledgor of this
Agreement and the exercise by the Agent of its rights and remedies
hereunder do not and will not result in the violation of (i) the
Organization Documents of the Pledgor, (ii) any agreement, indenture or
instrument by which the Pledgor or any Issuer is bound to the extent that
any such violation could reasonably be expected to have a Material Adverse
Effect or (iii) Applicable Law to which the Pledgor or any Issuer is
subject (except the Pledgor makes no representation or warranty about
Lender's prospective compliance with any federal or state laws or
regulations governing the sale or exchange of securities);


(h) No Pledged Equity Interest is now or will hereafter be held or
maintained in the form of a securities entitlement or credited to any
securities account.


(i) All of the Pledged Equity Interests are now and will hereafter
be evidenced by certificates.


(k) Upon delivery to the Agent of all certificates evidencing any
Pledged Equity Interests, the security interest created by this Agreement,
assuming the continuing possession of the Pledged Equity Interests by the
Agent, will constitute a valid and perfected first priority security
interest in the Collateral to the extent provided in the Code, enforceable
in accordance with its terms against all creditors of the Pledgor and any
Persons purporting to purchase any Collateral from the Pledgor, except as
affected by bankruptcy, insolvency, fraudulent conveyance,
reorganization,moratorium and other


similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at
law) and an implied covenant of good faith and fair dealing; provided,
however, that the above representation and warranty does not apply to any
Lien arising by operation of law and entitled to a priority over the
security interest created by this Agreement.


5. Covenants. The Pledgor covenants and agrees with the Agent and the Lenders that, from and after the date of this Agreement for so long as there are Revolver Commitments outstanding under the Credit Agreement and thereafter until payment in full of the Obligations (except for contingent obligations of any Obligor under indemnifications that survive termination of the Revolver Commitments):


(a) If the Pledgor shall, as a result of its ownership of the
Pledged Equity Interests, become entitled to receive or shall receive any
certificate (including, without limitation, any certificate representing a
dividend payable in the form of an Equity Interest or a distribution in
connection with any reclassification, increase or reduction of capital or
any certificate issued in connection with any reorganization), stock
option or similar rights, whether in addition to, in substitution of, as a
conversion of, or in exchange for any Pledged Equity Interest, or
otherwise in respect thereof (collectively, the "Additional Pledged Equity
Interests"), the Pledgor shall accept the same as the agent of the Agent
and the Lenders, hold the same in trust for the Agent and the Lenders and
deliver the same forthwith to the Agent in the exact form received, duly
indorsed by the Pledgor to the Agent, if required, together with an
undated stock power covering such certificate duly executed in blank by
the Pledgor and with, if the Agent so requests, signature guaranteed, to
be held by the Agent, subject to the terms hereof, as additional
collateral security for the Obligations. Any sums paid upon or in respect
of the Pledged Equity Interests upon the liquidation or dissolution of any
Issuer (other than pursuant to a transaction permitted under Sections
10.2.1 or 10.2.9 of the Credit Agreement) shall be paid over to the Agent
to be held by it hereunder as additional collateral security for the
Obligations, and in case any property shall be distributed upon or with
respect to the Pledged Equity Interests pursuant to the recapitalization
or reclassification of the capital of any Issuer or pursuant to the
reorganization thereof (other than pursuant to a transaction permitted
under Sections 10.2.1 or 10.2.9 of the Credit Agreement), the property so
distributed shall be delivered to the Agent to be held by it hereunder as
additional collateral security for the Obligations. If any such sums of
money or property so paid or distributed in respect of the
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