Exhibit 10.13


 


Execution Copy


 




 







DIRECT
PARENT STOCK PLEDGE AGREEMENT


 


made
by


 


VCR
USA HOLDINGS II INC.


 


in
favor of


 


GOLDMAN
SACHS CREDIT PARTNERS L.P..,


as
Administrative Agent


 


dated
as of June 14, 2006


 





 

















 


 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  SECTION 1.
  DEFINED TERMS

  	
  1

  
	
   

  	
  1.1

  	
  Definitions

  	
  1

  
	
   

  	
  1.2

  	
  Other
  Definitional Provisions

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.
  GRANT OF SECURITY INTEREST

  	
  3

  
	
   

  	
  2.1

  	
  Grant

  	
  3

  
	
   

  	
  2.2

  	
  Amendments,
  etc. with respect to the Obligations

  	
  4

  
	
   

  	
  2.3

  	
  Parent’s
  Obligation Absolute and Unconditional

  	
  4

  
	
   

  	
  2.4

  	
  Reinstatement

  	
  5

  
	
   

  	
  2.5

  	
  Limitation
  on Liability

  	
  5

  
	
   

  	
  2.6

  	
  Waiver
  of Rights of Reimbursement, Contribution and Subrogation

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.
  REPRESENTATIONS AND WARRANTIES

  	
  6

  
	
   

  	
  3.1

  	
  Corporate
  Existence; Compliance with Law

  	
  6

  
	
   

  	
  3.2

  	
  Corporate
  Power; Authorization; Enforceable Obligations

  	
  7

  
	
   

  	
  3.3

  	
  Title;
  No Other Liens

  	
  7

  
	
   

  	
  3.4

  	
  Perfected
  First Priority Liens

  	
  7

  
	
   

  	
  3.5

  	
  Jurisdiction
  of Organization; Chief Executive Office

  	
  7

  
	
   

  	
  3.6

  	
  Pledged
  Securities

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.
  COVENANTS

  	
  8

  
	
   

  	
  4.1

  	
  Covenants
  in Credit Agreement

  	
  8

  
	
   

  	
  4.2

  	
  Delivery
  of Instruments and Chattel Paper

  	
  8

  
	
   

  	
  4.3

  	
  Payment
  of Obligations

  	
  8

  
	
   

  	
  4.4

  	
  Maintenance
  of Perfected Security Interest; Further Documentation

  	
  8

  
	
   

  	
  4.5

  	
  Changes
  in Name, etc

  	
  8

  
	
   

  	
  4.6

  	
  Notices

  	
  9

  
	
   

  	
  4.7

  	
  Pledged
  Stocks

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.
  REMEDIAL PROVISIONS

  	
  10

  
	
   

  	
  5.1

  	
  Pledged
  Stocks

  	
  10

  
	
   

  	
  5.2

  	
  Proceeds
  to be Turned Over To Administrative Agent

  	
  11

  
	
   

  	
  5.3

  	
  Application
  of Proceeds

  	
  11

  
	
   

  	
  5.4

  	
  Code
  and Other Remedies

  	
  11

  
	
   

  	
  5.5

  	
  Registration
  Rights

  	
  12

  
	
   

  	
  5.6

  	
  Deficiency

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.
  THE ADMINISTRATIVE AGENT

  	
  13

  
	
   

  	
  6.1

  	
  Administrative
  Agent’s Appointment as Attorney-in-Fact, etc

  	
  13

  
	
   

  	
  6.2

  	
  Duty
  of Administrative Agent

  	
  14

  
	
   

  	
  6.3

  	
  Filing
  of Financing Statements

  	
  15

  
	
   

  	
  6.4

  	
  Authority
  of Administrative Agent

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.
  MISCELLANEOUS

  	
  15

  
	
   

  	
  7.1

  	
  Amendments
  in Writing

  	
  15

  
	
   

  	
  7.2

  	
  Notices

  	
  15

  
	
   

  	
  7.3

  	
  No
  Waiver by Course of Conduct; Cumulative Remedies

  	
  15

  
					



 


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  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  7.4

  	
  Enforcement
  Expenses; Indemnification

  	
  15

  
	
   

  	
  7.5

  	
  Successors
  and Assigns

  	
  16

  
	
   

  	
  7.6

  	
  Set-Off

  	
  16

  
	
   

  	
  7.7

  	
  Counterparts

  	
  16

  
	
   

  	
  7.8

  	
  Severability

  	
  16

  
	
   

  	
  7.9

  	
  Section Headings

  	
  17

  
	
   

  	
  7.10

  	
  Integration

  	
  17

  
	
   

  	
  7.11

  	
  GOVERNING LAW

  	
  17

  
	
   

  	
  7.12

  	
  Submission
  To Jurisdiction; Waivers

  	
  17

  
	
   

  	
  7.13

  	
  Acknowledgements

  	
  17

  
	
   

  	
  7.14

  	
  Releases

  	
  18

  
	
   

  	
  7.15

  	
  WAIVER OF JURY TRIAL

  	
  18

  



 


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Schedules


 


Schedule 1                             Notice Address of Pledgor


Schedule 2                             Description of Pledged Securities


Schedule 3                              Jurisdiction of Organization, Identification Number and Location of
Chief Executive Office


 


iii

















 


DIRECT PARENT STOCK PLEDGE AGREEMENT, dated as of June 14, 2006,
made by VCR USA HOLDINGS II INC., a Delaware corporation (the “Pledgor”)
in favor of GOLDMAN SACHS CREDIT PARTNERS L.P., (“GSCP”) as
Administrative Agent (in such capacity together with its successors and
permitted assigns in such capacity, the “Administrative Agent”) for the
banks and other financial institutions (the “Lenders”) from time to time
parties to the Credit Agreement, dated as of June 14, 2006 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Vanguard Car Rental USA Holdings Inc., a Delaware corporation (the “US
Borrower”), National Car Rental (Canada) Inc., an Canada corporation (the “Canadian
Borrower”), the Administrative Agent, the Lenders, GSCP, J.P. Morgan
Securities Inc. and Lehman Brothers Inc., as Sole Joint Lead Arrangers and
Joint Bookrunners, GSCP and JP Morgan Chase Bank, N.A., as Co-Syndication
Agents, Lehman Commercial Paper Inc., Bank of Montreal and Wachovia Bank,
National Association, as Co-Documentation Agents, and Bank of Montreal, as
Canadian Agent. Capitalized terms used herein shall have the meanings set forth
in Section 1 hereof.


 


W I  T  N  E  S
S  E  T  H:


 


WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make extensions of credit to the US Borrower and the Canadian
Borrower upon the terms and subject to the conditions set forth therein;


 


WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective extensions of credit to the US Borrower and the
Canadian Borrower under the Credit Agreement that the Pledgor shall have
executed and delivered this Agreement to the Administrative Agent;


 


NOW, THEREFORE, in consideration of these premises and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the US
Borrower and the Canadian Borrower thereunder, the Pledgor hereby agrees with
the Administrative Agent, for the benefit of the Secured Parties as follows:


 


SECTION 1. DEFINED TERMS


 


1.1                                 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 and the following terms are used herein as defined in the New York
UCC: Accounts, Certificated Security, Chattel Paper, General Intangibles,
Instruments and Supporting Obligations.


 


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


 


“Agreement”: this Parent Stock Pledge
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time.


 


“Borrower Obligations”: the collective
reference to the Obligations (as defined in the Credit Agreement).


 


“Collateral Account”: any collateral
account established by the Administrative Agent as provided in Section 5.2


 


“Guarantor Obligations”: with respect
to any Guarantor, the collective reference to all obligations and liabilities
of such Guarantor which may arise under or in connection with the


 


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Guarantee and Collateral Agreement (including, Section 2 thereof)
or any other Loan Document to which such Guarantor is a party, in each case
whether on account of guarantee obligations, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, all reasonable fees and
disbursements of counsel to the Administrative Agent or to any Secured Party
that are required to be paid by such Guarantor pursuant to the terms of the
Guarantee and Collateral Agreement or any other Loan Document).


 


“Intercompany Note”: any promissory
note evidencing loans made by the Pledgor to US Borrower or any of its
Subsidiaries.


 


“New York UCC”: the Uniform Commercial
Code as from time to time in effect in the State of New York.


 


“Obligations”: the collective
reference to the Borrower Obligations and the Guarantor Obligations.


 


“Parent”: VCR USA Holdings II Inc., a
Delaware corporation. 


 


“Pledgor”: as defined in the preamble.



 


“Pledged Collateral”: as defined in Section 2.


 


“Pledged Debt”: shall mean all
intercompany loans and advances and other forms of indebtedness owed to the
Pledgor by the US Borrower or any of its Subsidiaries, whether or not evidenced
by an instrument or represented by a security, including, without limitation,
all indebtedness described on Schedule 2 under the heading “Pledged Debt”
(as such schedule may be amended or supplemented from time to time),
issued by the obligors named therein, the instruments (if any) evidencing such
indebtedness, and all interest, 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 indebtedness.


 


“Pledged Securities”: the collective
reference to the Pledged Debt and the Pledged Stocks.


 


“Pledged Stocks”: all equity interests
of Capital Stock held by the Pledgor in the US Borrower, as specified on Schedule 2
(as such schedule may be amended or modified from time to time) and the
certificates, if any, representing such equity interests and any interest of
the Pledgor on the books and records of the US Borrower or on the books and
records of any securities intermediary pertaining to such interest and all
dividends, distributions, cash, warrants, rights, options, instruments,
securities 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 equity interest that may be issued or granted to, or held by, the
Pledgor while this Agreement is in effect.


 


“Proceeds”: all “proceeds” as such
term is defined in Section 9-102(a)(64) of the New York UCC and, in any
event, including, all dividends or other income from the Pledged Securities,
collections thereon or distributions or payments with respect thereto.


 


“Secured Parties”: the collective
reference to the Agents and the Lenders under the Credit Agreement (including
any Issuing Lender in its capacity as Issuing Lender) and any Qualified
Counterparties and shall include all former Agents, Lenders and Qualified
Counterparties to the extent that any Obligations owing to such Persons were
incurred while such


 


2

















 


Persons were Agents, Lenders or Qualified Counterparties and such
Obligations have not been paid or satisfied in full.


 


“Securities Act”: the Securities Act of 1933, as amended.


 


“Uniform Commercial Code”: the Uniform Commercial Code as in
effect from time to time in any applicable jurisdiction.


 


1.2                                 Other Definitional Provisions. The words “hereof,” “herein,” “hereto” 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 Schedule references are to this Agreement unless
otherwise specified.


 


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


 


(b)                                 References to “Sections,” “Exhibits” and “Schedules”
shall be to Sections, Exhibits and Schedules, as the case may be, of this
Agreement unless otherwise specifically provided. Section headings in this
Agreement are included herein for convenience of reference only and shall not constitute
a part of this Agreement for any other purpose or be given any substantive
effect.


 


(c)                                  The use herein of the word “include” or “including”,
when following any general statement, term or matter, shall not be construed to
limit such statement, term or matter to the specific items or matters set forth
immediately following such word or to similar items or matters, but rather
shall be deemed to refer to all other items or matters that fall within the
broadest possible scope of such general statement, term or matter.


 


(d)                                 If any conflict or inconsistency exists
between this Agreement and the Credit Agreement, the Credit Agreement shall
govern.


 


(e)                                  All references herein to provisions of the
New York UCC shall include all successor provisions under any subsequent
version or amendment to any Article of the New York UCC.


 


(f)                                    Where the context requires, terms relating to
the Pledged Collateral or any part thereof, when used in relation to the
Pledgor, shall refer to the Pledgor’s Pledged Collateral or the relevant part
thereof.


 


SECTION 2. GRANT OF SECURITY INTEREST


 


2.1                                 Grant. The Pledgor hereby collaterally assigns, transfers and grants to the
Administrative Agent, for the ratable benefit of the Secured Parties, a
security interest in, all of the following property now owned or at any time
hereafter acquired by the Pledgor or in which the Pledgor now has or at any
time in the future may acquire any right, title or interest (collectively, the “Pledged
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:


 


(a)                                  all Pledged Stocks;


 


(b)                                 all Pledged Debt; and


 


3

















 


(c)                                  to the extent not otherwise included, all
Proceeds and products of any and all of the foregoing, all Supporting
Obligations in respect of any of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the foregoing.


 


2.2                                 Amendments, etc. with respect to the
Obligations. The Parent
shall remain obligated hereunder notwithstanding that, without any reservation
of rights against the US Borrower and without notice to or further assent by
the Parent, any demand for payment of any of the Obligations made by the
Administrative Agent or any Secured Party may be rescinded by the
Administrative Agent or such Secured Party and any of the Obligations
continued, and the Obligations, or the liability of any other Person upon or
for any part thereof, or any collateral security or guarantee therefor or right
of offset with respect thereto, may, from time to time, in whole or in part, be
renewed, increased, extended, amended, modified, accelerated, compromised,
waived, surrendered or released by the Administrative Agent or any Secured
Party, and the Specified Hedge Agreements, the Credit Agreement and the other
Loan Documents and any other documents executed and delivered in connection
therewith may be amended, modified, supplemented or terminated, in whole or in
part, as the Administrative Agent (or the Required Lenders or all Lenders, as
the case may be) may deem advisable from time to time, and any collateral security,
guarantee or right of offset at any time held by the Administrative Agent or
any Secured Party for the payment of the Obligations may be sold, exchanged,
waived, surrendered or released. Neither the Administrative Agent nor any
Secured Party shall, except to the extent set forth in, and for the benefit of the
parties to, the agreements and instruments governing such Lien have any
obligation to protect, secure, perfect or insure any Lien at any time held by
it as security for the Obligations or for the pledge contained in this Section 2
or any property subject thereto.


 


2.3                                 Parent’s Obligation Absolute and
Unconditional. The Parent
waives any and all notice of the creation, renewal, extension or accrual of any
of the Obligations and notice of or proof of reliance by the Administrative
Agent or any Secured Party upon the pledge contained in this Section 2
or acceptance of the pledge contained in this Section 2; the
Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in reliance
upon the pledge contained in this Section 2, and all dealings
between the US Borrower and the Parent, on the one hand, and the Administrative
Agent and the Secured Parties, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon the
obligation contained in this Section 2. The Parent waives
diligence, presentment, protest and notice of default or nonpayment to or upon
the US Borrower or any of the Guarantors with respect to the Obligations. The Parent
understands and agrees that the pledge contained in this Section 2
shall be construed as a continuing, absolute and unconditional obligation
without regard to (a) the validity or enforceability of the Credit
Agreement or any other Loan Document, any of the Obligations or any collateral
security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Administrative Agent or any Secured
Party, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted by
the US Borrower or any other Person against the Administrative Agent or any
Secured Party, or (c) any other circumstance whatsoever (with or without
notice to or knowledge of the US Borrower, any Guarantor or the Parent) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the US Borrower for the US Obligations or of such Guarantor under
the guarantee of such Guarantor contained in Section 2 of the
Guarantee and Collateral Agreement or of the Parent for its obligations
contained in this Section 2, in bankruptcy or in any other instance.
When making any demand hereunder or otherwise pursuing its rights and remedies
hereunder against the Parent, the Administrative Agent or any Secured Party
may, but shall be under no obligation to, make a similar demand on or otherwise
pursue such rights and remedies as it may have against the US Borrower, any
Guarantor or any other Person or against any collateral security or guarantee
for the Obligations or any right of offset with respect thereto, and any
failure by the Administrative Agent or any Secured Party to make any such
demand, to pursue such other rights or


 


4

















 


remedies
or to collect any payments from the US Borrower, any Guarantor or any other
Person or to realize upon any such collateral security or guarantee or to
exercise any such right of offset, or any release of the US Borrower, any
Guarantor or any other Person or any such collateral security, guarantee or
right of offset, shall not relieve the Parent of any obligation or liability
under this Section 2, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of law, of the
Administrative Agent or any Secured Party against the Parent. For the purposes
hereof “demand” shall include the commencement and continuance of any legal
proceedings.


 


2.4                                 Reinstatement. The pledge contained in this Section 2
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Obligations is rescinded or
must otherwise be restored or returned by the Administrative Agent or any Secured
Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the US Borrower, any Guarantor or the Parent, or upon or as a
result of the appointment of a receiver, intervener or conservator of, or
trustee or similar officer for, the US Borrower, any Guarantor or the Parent or
any substantial part of their respective property, or otherwise, all as though
such payments had not been made.


 


2.5                                 Limitation on Liability. Notwithstanding anything to the contrary in
the Credit Agreement, the Notes, this Agreement or the other Security
Documents, the following shall apply:


 


(a)                                  Except to the extent provided in
subparagraphs (b), (c), (d) and (e) below, the Pledgor shall not be
personally liable for repayment of the Notes or any other sums due under the
Credit Agreement, the Notes or the Security Documents or for the payment of any
deficiency established following a judicial foreclosure or a non-judicial
foreclosure under this Agreement or under any of the other Security Documents,
except to the extent of the Pledgor’s interest in the Pledged Collateral and
all other collateral given as security for the payment and/or performance by
the Pledgor of its obligation under the Credit Agreement, the Notes and the
Security Documents, and the sole recourse of the Administrative Agent against
the Pledgor for any Event of Default shall be by judicial or non-judicial foreclosure
or other remedies set forth in this Agreement or otherwise available at law or
in equity;


 


(b)                                 The limitation of liability set forth in
subparagraph (a) above shall be deemed void and shall have no force or
effect in the event the Pledgor shall claim that this Agreement, the Credit Agreement,
the Notes or any other Security Document is invalid or unenforceable to an
extent that would preclude a foreclosure (whether judicial or non-judicial) of
the Pledged Collateral or otherwise prevent the Secured Parties from realizing
on the Pledged Collateral or any portion thereof by any remedies set forth in
the Credit Agreement, the Notes or the Security Documents.


 


(c)                                  The limitation of liability set forth in
subparagraph (a) above shall not prejudice the rights of the Secured
Parties to:


 


(w)                               Name the Pledgor as a party defendant in any
action, proceeding, reference or arbitration, in each case, however, subject to
the limitations of subparagraph (a) above;


 


(x)                                   Assert any unpaid amounts due under the Credit
Agreement, the Notes and the Security Documents as a defense or offset to or
against any claim or cause of action made or alleged against the Secured
Parties by the Pledgor; or


 


(y)                                 Exercise self-help remedies such as setoff or
foreclosure against the Pledged Collateral, or any portion thereof, or any
other collateral given as security for the payment and performance obligations
of the Pledgor under the Credit Agreement, the Notes and the Security
Documents.


 


5

















 


(d)                                 The limitation of liability set forth in
subparagraph (a) above does not apply to and the Pledgor shall be subject
to full personal liability for any and all losses, liabilities, damages, injuries,
costs, expenses and claims of any kind whatsoever, incurred or suffered by the
Secured Parties or its assignees as a result of any of the following:


 


(w)                               the Pledgor’s fraud or intentional
misrepresentation by the Pledgor in connection with this Agreement or the
Pledged Collateral or other collateral given as security for the payment and
performance obligations of the Pledgor under the Credit Agreement, the Notes
and the Security Documents;


 


(x)                                   negligent administration by the Pledgor of
Proceeds received after the occurrence of an Event of Default or the failure of
the Pledgor to apply said Proceeds to the obligations owing by the Pledgor
under this Agreement or to the normal operating expenses of the Pledged
Collateral, but only to the extent of the amount of such Proceeds; or


 


(y)                                 failure of the Pledgor to return or deliver
to the Secured Parties or its assignees, promptly, and in any event not later
than 15 days following their request, and following foreclosure of the Pledged
Collateral, any tangible personal property, including, books, records and files
relating to the maintenance of the Pledged Collateral taken from the Pledged
Collateral or kept elsewhere by the Pledgor and either in the Pledgor’s
possession or which the Pledgor may readily obtain.


 


(e)                                  The limitation of liability set forth in subparagraph
(a) above also does not affect the rights of the Secured Parties to
enforce any other agreement of the Pledgor or any other Person which
specifically states that is not subject to the limitation of liability
contained in subparagraph (a) above.


 


Nothing
contained in the limitation of liability set forth in subparagraph (a) above
shall impair the validity of any Security Document or any Lien which it may
create or perfect.


 


2.6                                 Waiver of Rights of Reimbursement,
Contribution and Subrogation.
The Pledgor subordinates any right of reimbursement, contribution or
subrogation arising under, based upon or relating to this Agreement.


 


SECTION 3. REPRESENTATIONS AND WARRANTIES


 


To induce the Agents and the Lenders to enter into the Credit Agreement
and to induce the Lenders to make their respective extensions of credit to the
US Borrower thereunder, the Pledgor hereby represents and warrants to the
Administrative Agent and each Lender that:


 


3.1                                 Corporate Existence; Compliance with Law. The Pledgor (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the corporate power and authority to own the Pledged
Collateral, and to conduct the business in which it is currently engaged, (c) is
duly qualified as a foreign corporation or other organization and in good
standing under the laws of each jurisdiction where its ownership of Pledged
Collateral or the conduct of its business requires such qualification and which
is necessary for the conduct of its operations and (d) is in compliance
with all Requirements of Law except to the extent that the failure to comply
therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.


 


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3.2                                 Corporate Power; Authorization; Enforceable
Obligations. The Pledgor has
the corporate power and authority, and the legal right, to make, deliver and
perform this Agreement. The Pledgor has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement. No consent
or authorization of, filing with, notice to or other act by or in respect of,
any Governmental Authority or any other Person is required in connection with
the execution, delivery, performance, validity or enforceability of this
Agreement. This Agreement has been duly executed and delivered on behalf of the
Pledgor. This Agreement constitutes a legal, valid and binding obligation of
the Pledgor, enforceable against the Pledgor in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).


 


3.3                                 Title; No Other Liens. Except for the security interest granted to
the Administrative Agent for the ratable benefit of the Secured Parties
pursuant to this Agreement, the Pledgor owns each item of the Pledged
Collateral free and clear of any and all Liens or claims of others. No
effective financing statement or other public notice with respect to all or any
part of the Pledged Collateral is on file or of record in any public office,
except such as have been filed in favor of the Administrative Agent for the
ratable benefit of the Secured Parties pursuant to this Agreement.


 


3.4                                 Perfected First Priority Liens. The security interests granted pursuant to
this Agreement (a) constitute valid perfected security interests in all of
the Pledged Collateral in favor of the Administrative Agent, for the ratable
benefit of the Secured Parties, as collateral security for the Obligations,
enforceable in accordance with the terms hereof against all creditors of the
Pledgor and any Persons purporting to purchase any Pledged Collateral from the
Pledgor and (b) are prior to all other Liens on the Pledged Collateral in
existence on the date hereof.


 


3.5                                 Jurisdiction of Organization; Chief Executive
Office. On the date hereof,
the Pledgor’s jurisdiction of organization, identification number from the
jurisdiction of organization (if any), and the location of the Pledgor’s chief
executive office or sole place of business or principal residence, as the case
may be, are specified on Schedule 3. The Pledgor has furnished to
the Administrative Agent a certified charter, certificate of incorporation or
other organization document and long-form good standing certificate as of a
date which is recent to the date hereof (it being agreed that a certified
charter, certificate of incorporation or other organization document and
long-form good standing certificates dated within 30 days of the date hereof
shall be sufficiently recent).


 


3.6                                 Pledged Securities. The Pledged Stocks pledged by the Pledgor
hereunder constitute all the issued and outstanding shares or interests of all
classes of the equity interests of the US Borrower owned by the Pledgor.


 


(a)                                  All the shares or equity interests of the
Pledged Stocks have been duly and validly issued and are fully paid and
nonassessable.


 


(b)                                 The Pledged Debt constitutes the legal, valid
and binding obligation of the obligor with respect thereto, enforceable in
accordance with its terms, subject to the effects of 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.


 


(c)                                  The Pledgor is the record and beneficial
owner of, and has good and marketable title to, the Pledged Stocks pledged by
it hereunder, free of any and all Liens or options in favor of, or claims of,
any other Person, except the security interest created by this Agreement.


 


7

















 


SECTION 4. COVENANTS


 


The Pledgor covenants and agrees with the Administrative Agent and the
Secured Parties that, from and after the date of this Agreement until the
Obligations (other than Obligations in respect of Specified Hedge Agreements)
shall have been paid in full, no Letter of Credit shall be outstanding and the
Commitments shall have terminated:


 


4.1                                 Covenants in Credit Agreement. The Pledgor shall take, or shall refrain
from taking, as the case may be, each action that is necessary to be taken or
not taken, as the case may be, so that no Default or Event of Default is caused
by the failure to take such action or to refrain from taking such action by the
Pledgor.


 


4.2                                 Delivery of Instruments and Chattel Paper. If any amount payable under or in connection
with any of the Pledged Collateral shall be or become evidenced by any
Instrument, Certificated Security or Chattel Paper, such Instrument,
Certificated Security or Chattel Paper shall be promptly (but in any event
within 5 Business Days the acquisition thereof) delivered to the Administrative
Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to
be held as Pledged Collateral pursuant to this Agreement; provided, that
the Pledgor shall not be obligated to deliver to the Administrative Agent any
Instruments or Chattel Paper held by the Pledgor at any time to the extent that
the aggregate face amount of all such Instruments and Chattel Paper held by the
Pledgor at such time does not exceed $500,000.


 


4.3                                 Payment of Obligations. The Pledgor will pay and discharge or
otherwise satisfy at or before maturity or before they become delinquent, as
the case may be, all taxes, assessments and governmental charges or levies imposed
upon the Pledged Collateral or in respect of income or profits therefrom, as
well as all claims of any kind (including, claims for labor, materials and
supplies) against or with respect to the Pledged Collateral, except that no
such charge need be paid if the amount or validity thereof is currently being
contested in good faith by appropriate proceedings, reserves in conformity with
GAAP with respect thereto have been provided on the books of the Pledgor and
such proceedings could not reasonably be expected to result in the sale,
forfeiture or loss of any material portion of the Pledged Collateral or any
interest therein.


 


4.4                                 Maintenance of Perfected Security Interest;
Further Documentation. The
Pledgor shall maintain the security interest created by this Agreement as a
perfected security interest having at least the priority described in Section 3.4
and shall defend such security interest against the claims and demands of all
Persons whomsoever. The Pledgor will furnish to the Administrative Agent and
the Lenders from time to time statements and schedules further identifying and
describing the assets and property of the Pledgor and such other reports in
connection with the Pledged Collateral as the Administrative Agent may
reasonably request, all in reasonable detail. At any time and from time to
time, upon the reasonable written request of the Administrative Agent, and at
the sole expense of the Pledgor, the Pledgor will promptly and duly execute and
deliver, and have recorded, such further instruments and documents and take
such further actions as the Administrative Agent may reasonably request for the
purpose of obtaining or preserving the full benefits of this Agreement and of
the rights and powers herein granted, including, the filing of any financing or
continuation statements under the Uniform Commercial Code (or other similar
laws) with respect to the security interests created hereby.


 


4.5                                 Changes in Name, etc. The Pledgor will not, except upon 5
Business Days’ prior written notice to the Administrative Agent and delivery to
the Administrative Agent of all other documents reasonably requested by the
Administrative Agent to maintain the validity, perfection and priority of the
security interests provided for herein:


 


8

















 


(a)                                  change its jurisdiction of organization or
the location of its chief executive office or sole place of business or
principal residence from that referred to in Section 3.5; or


 


(b)                                 change its name.


 


4.6                                 Notices. The Pledgor will advise the Administrative Agent and the Lenders promptly,
after a Responsible Officer knows or has reason to know, in reasonable detail,
of:


 


(a)                                  any Lien (other than security interests
created hereby) on any of the Pledged Collateral which would adversely affect
the ability of the Administrative Agent to exercise any of its remedies
hereunder; and


 


(b)                                 the occurrence of any other event which could
reasonably be expected to have a material adverse effect on the aggregate value
of the Pledged Collateral taken as a whole or on the security interests created
hereby.


 


4.7                                 Pledged Stocks. If the Pledgor shall become entitled to
receive or shall receive any certificate (including, any certificate
representing a dividend or a distribution in connection with any reclassification,
increase or reduction of capital or any certificate issued in connection with
any reorganization), option or rights in respect of the Pledged Stock of the US
Borrower, whether in addition to, in substitution of, as a conversion of, or in
exchange for, any shares of the Pledged Stock, or otherwise in respect thereof,
the Pledgor shall accept the same as the agent of the Administrative Agent and
the Secured Parties, hold the same in trust for the Administrative Agent and
the Secured Parties and deliver the same forthwith to the Administrative Agent
in the exact form received, duly indorsed by the Pledgor to the Administrative
Agent, if required, together with an undated stock power covering such
certificate duly executed in blank by the Pledgor to be held by the
Administrative Agent, subject to the terms hereof, as additional collateral
security for the Obligations. Any sums paid upon or in respect of the Pledged Stocks
upon the liquidation or dissolution of the US Borrower shall be paid over to
the Administrative Agent to be held by it hereunder as additional collateral
security for the Obligations, and in case any distribution of capital shall be
made on or in respect of the Pledged Stocks, or any property shall be distributed
upon or with respect to the Pledged Stocks pursuant to the recapitalization or
reclassification of the capital of the US Borrower or pursuant to the
reorganization thereof, the property so distributed shall, unless otherwise
subject to a perfected security interest in favor of the Administrative Agent,
be delivered to the Administrative Agent to be held by it hereunder as
additional collateral security for the Obligations. If any sums of money or
property so paid or distributed in respect of the Pledged Stocks shall be
received by the Pledgor, the Pledgor shall, until such money or property is
paid or delivered to the Administrative Agent, hold such money or property in
trust for the Secured Parties, segregated from other funds of the Pledgor, as
additional collateral security for the Obligations. Notwithstanding the foregoing,
the Pledgor shall not be required to pay over to the Administrative Agent or
deliver to the Administrative Agent as Pledged Collateral any proceeds of any
liquidation or dissolution of the US Borrower, or any distribution of capital
or property in respect of any Pledged Stocks, to the extent that (i) such
liquidation, dissolution or distribution, if treated as a Disposition of the US
Borrower, would be permitted by the Credit Agreement and (ii) the proceeds
thereof are applied toward prepayment of Loans and reduction of Commitments to
the extent required by the Credit Agreement.


 


(a)                                  Without the prior written consent of the
Administrative Agent, which shall not be unreasonably withheld, conditioned or
delayed, the Pledgor will not (i) vote to enable, or take any other action
to permit, the US Borrower to issue any stock or other equity securities of any
nature or to issue any other securities convertible into or granting the right
to purchase or exchange for any stock or other equity securities of any nature
of the US Borrower, unless such securities are delivered to the Administrative
Agent, concurrently with the issuance thereof, to be held by the Administrative
Agent as


 


9

















 


Pledged
Collateral except pursuant to a transaction that would not cause a Change of
Control, (ii) sell, assign, transfer, exchange, or otherwise dispose of,
or grant any option with respect to, the Pledged Stocks or Proceeds thereof
except pursuant to a transaction not otherwise prohibited by the Credit
Agreement, (iii) create, incur or permit to exist any Lien or option in
favor of, or any claim of any Person with respect to, any of the Pledged Stocks
or Proceeds thereof, or any interest therein, except for the security interests
created by this Agreement or (iv) enter into any agreement or undertaking
restricting the right or ability of the Pledgor or the Administrative Agent to
sell, assign or transfer any of the Pledged Stocks or Proceeds thereof.


 


SECTION 5. REMEDIAL PROVISIONS


 


5.1                                 Pledged Securities. Unless an Event of Default shall have
occurred and be continuing and the Administrative Agent shall have given notice
to the Pledgor of the Administrative Agent’s intent to exercise its corresponding
rights pursuant to Section 5.l(b), the Pledgor shall be permitted
to receive all cash dividends paid in respect of the Pledged Stock and all
payments made in respect of the Pledged Debt, in each case paid in the normal
course of business of the US Borrower and consistent with past practice, to the
extent permitted in the Credit Agreement, and to exercise all voting and
corporate rights with respect to the Pledged Securities; provided, however,
that no vote shall be cast or corporate right exercised or other action taken
which, in the Administrative Agent’s reasonable judgment, would impair the
Pledged Collateral or which would be inconsistent with or result in any
violation of any provision of the Credit Agreement, this Agreement or any other
Loan Document.


 


(a)                                  If an Event of Default shall occur and be
continuing and the Administrative Agent shall give notice of its intent to
exercise such rights to the Pledgor, (i) the Administrative Agent shall
have the right to receive any and all cash dividends, payments or other
Proceeds paid in respect of the Pledged Securities and make application thereof
to the Obligations in the order set forth in Section 5.3, and (ii) any
or all of the Pledged Securities shall be registered in the name of the Administrative
Agent or its nominee, and the Administrative Agent or its nominee may
thereafter exercise (x) all voting, corporate and other rights pertaining to
such Pledged Securities at any meeting of shareholders of the US Borrower or
otherwise and (y) any and all rights of conversion, exchange and subscription
and any other rights, privileges or options pertaining to such Pledged
Securities as if it were the absolute owner thereof (including, the right to
exchange at its discretion any and all of the Pledged Securities upon the
merger, consolidation, reorganization, recapitalization or other fundamental
change in the corporate structure of the US Borrower, or upon the exercise by
the Pledgor or the Administrative Agent of any right, privilege or option
pertaining to such Pledged Securities, and in connection therewith, the right
to deposit and deliver any and all of the Pledged Securities with any
committee, depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as the Administrative Agent may determine), all
without liability except to account for property actually received by it, but
the Administrative Agent shall have no duty to the Pledgor to exercise any such
right, privilege or option and shall not be responsible for any failure to do
so or delay in so doing.


 


(b)                                 The Pledgor hereby authorizes and instructs
the US Borrower of any Pledged Securities pledged by the Pledgor hereunder to (i) comply
with any instruction received by it from the Administrative Agent in writing that
(x) states that an Event of Default has occurred and is continuing and (y) is
otherwise in accordance with the terms of this Agreement, without any other or
further instructions from the Pledgor, and the Pledgor agrees that the US
Borrower shall be fully protected in so complying,


 


10

















 


advisable
and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk. The Administrative Agent or any
Secured Party shall have the right upon any such public sale or sales, and, to
the extent permitted by law, upon any such private sale or sales, to purchase
the whole or any part of the Pledged Collateral so sold, free of any right or
equity of redemption in the Pledgor, which right or equity is hereby waived and
released. The Pledgor further agrees, at the Administrative Agent’s request, to
assemble the Pledged Collateral and make it available to the Administrative
Agent at places which the Administrative Agent shall reasonably select, whether
at the Pledgor’s premises or elsewhere. The Administrative Agent shall apply
the net proceeds of any action taken by it pursuant to this Section 5.4
with respect to the Pledged Collateral, after deducting all reasonable costs
and expenses of every kind incurred in connection therewith or incidental to
the care or safekeeping of any of the Pledged Collateral or in any way relating
to the Pledged Collateral or the rights of the Administrative Agent and the
Secured Parties hereunder with respect thereto, including, reasonable attorneys’
fees and disbursements, to the payment in whole or in part of the Obligations,
in the order specified in Section 5.3, and only after such
application and after the payment by the Administrative Agent of any other
amount required by any provision of law, including, Section 9-615(a)(3) of
the New York UCC, need the Administrative Agent account for the surplus, if
any, to the Pledgor. To the extent permitted by applicable law, the Pledgor
waives all claims, damages and demands it may acquire against the
Administrative Agent or any Secured Party arising out of the exercise by them
of any rights hereunder. If any notice of a proposed sale or other disposition
of Pledged Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least 10 days before such sale or other
disposition.


 


5.5                                 Registration Rights. If the Administrative Agent shall determine
to exercise its right to sell any or all of the Pledged Stock pursuant to Section 5.4,
and if in the opinion of the Administrative Agent it is necessary or advisable
to have the Pledged Stock, or that portion thereof to be sold, registered under
the provisions of the Securities Act, the Pledgor will cause the US Borrower to
(i) execute and deliver, and cause the directors and officers of the US
Borrower to execute and deliver, all such instruments and documents, and do or
cause to be done all such other acts as may be, in the opinion of the
Administrative Agent, necessary or advisable to register the Pledged Stock, or
that portion thereof to be sold, under the provisions of the Securities Act, (ii) use
its best efforts to cause the registration statement relating thereto to become
effective and to remain effective for a period of one year from the date of the
first public offering of the Pledged Stock, or that portion thereof to be sold,
and (iii) make all amendments thereto and/or to the related prospectus
which, in the opinion of the Administrative Agent, are necessary or advisable,
all in conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto. The
Pledgor agrees to cause the US Borrower to comply with the provisions of the
securities or “Blue Sky” laws of any and all jurisdictions which the
Administrative Agent shall designate and to make available to its security
holders, as soon as practicable, an earnings statement (which need not be
audited) which will satisfy the provisions of Section 1l(a) of the
Securities Act.


 


(a)                                  The Pledgor recognizes that the
Administrative Agent may be unable to effect a public sale of any or all the
Pledged Stock, by reason of certain prohibitions contained in the Securities
Act and applicable state securities laws or otherwise, and may be compelled to
resort to one or more private sales thereof to a restricted group of purchasers
which will be obliged to agree, among other things, to acquire such securities
for their own account for investment and not with a view to the distribution or
resale thereof. The Pledgor acknowledges and agrees that any such private sale
may result in prices and other terms less favorable than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable
manner. The Administrative Agent shall be under no obligation to delay a sale
of any of the Pledged Stock for the period of time necessary to permit the US
Borrower to register such securities for


 


12

















 


public
sale under the Securities Act, or under applicable state securities laws, even
if the US Borrower would agree to do so.


 


(b)                                 The Pledgor agrees to use its best efforts to
do or cause to be done all such other acts as may be necessary to make such
sale or sales of all or any portion of the Pledged Stock pursuant to this Section 5.5
valid and binding and in compliance with any and all other applicable
Requirements of Law. The Pledgor further agrees that a breach of any of the
covenants contained in this Section 5.5 will cause irreparable
injury to the Administrative Agent and the Secured Parties, that the
Administrative Agent and the Secured Parties have no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant
contained in this Section 5.5 shall be specifically enforceable
against the Pledgor, and the Pledgor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except
for a defense that no Event of Default has occurred under the Credit Agreement.


 


5.6                                 Deficiency. The Pledgor shall remain liable for any deficiency if the proceeds of
any sale or other disposition of the Pledged Collateral are insufficient to pay
the Obligations and the fees and disbursements of any attorneys employed by the
Administrative Agent or any Secured Party to collect such deficiency.


 


SECTION 6. THE ADMINISTRATIVE AGENT


 


6.1                                 Administrative Agent’s Appointment as
Attorney-in-Fact, etc. The
Pledgor hereby irrevocably constitutes and appoints the Administrative Agent
and any officer or agent thereof, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the
place and stead of the Pledgor and in the name of the Pledgor or in its own
name, for the purpose of carrying out the terms of this Agreement, to take any
and all appropriate action and to execute any and all documents and instruments
which may be necessary or desirable to accomplish the purposes of this
Agreement, and, without limiting the generality of the foregoing, the Pledgor
hereby gives the Administrative Agent the power and right, on behalf of the
Pledgor, without notice to or assent by the Pledgor, to do any or all of the
following:


 


(a)                                  in the name of the Pledgor or its own name,
or otherwise, take possession of and indorse and collect any checks, drafts,
notes, acceptances or other instruments for the payment of moneys due under any
Pledged Collateral and file any claim or take any other action or proceeding in
any court of law or equity or otherwise deemed appropriate by the
Administrative Agent for the purpose of collecting any and all such moneys due
under any Pledged Collateral whenever payable;


 


(b)                                 pay or discharge taxes and Liens levied or
placed on or threatened against the Pledged Collateral, effect any repairs or
any insurance called for by the terms of this Agreement and pay all or any part
of the premiums therefor and the costs thereof;


 


(c)                                  execute, in connection with any sale provided
for in Section 5.4 or Section 5.5, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the
Pledged Collateral; and


 


(d)                                 (1) direct any party liable for any
payment under any of the Pledged Collateral to make payment of any and all
moneys due or to become due thereunder directly to the Administrative Agent or
as the Administrative Agent shall direct; (2) ask or demand for, collect,
and receive payment of and receipt for, any and all moneys, claims and other
amounts due or to become due at any time in respect of or arising out of any
Pledged Collateral; (3) sign and indorse any invoices, freight or express
bills, bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications, notices and


 


13

















 


other
documents in connection with any of the Pledged Collateral; (4) commence
and prosecute any suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect the Pledged Collateral or any
portion thereof and to enforce any other right in respect of any Pledged
Collateral; (5) defend any suit, action or proceeding brought against the
Pledgor with respect to any Pledged Collateral; (6) settle, compromise or
adjust any such suit, action or proceeding and, in connection therewith, give
such discharges or releases as the Administrative Agent may deem appropriate;
and (7) generally, sell, transfer, pledge and make any agreement with
respect to or otherwise deal with any of the Pledged Collateral as fully and
completely as though the Administrative Agent were the absolute owner thereof
for all purposes, and do, at the Administrative Agent’s option and the Pledgor’s
expense, at any time, or from time to time, all acts and things which the
Administrative Agent deems necessary to protect, preserve or realize upon the
Pledged Collateral and the Administrative Agent’s and the Secured Parties’
security interests therein and to effect the intent of this Agreement, all as
fully and effectively as the Pledgor might do.


 


Anything in this Section 6.1 to the contrary
notwithstanding, the Administrative Agent agrees that it will not exercise any
rights under the power of attorney provided for in this Section 6.1
unless an Event of Default shall have occurred and be continuing.


 


(e)                                  If the Pledgor fails to perform or comply
with any of its agreements contained herein, the Administrative Agent, at its
option, but without any obligation so to do, may perform or comply, or
otherwise cause performance or compliance, with such agreement; provided,
however, that unless an Event of Default has occurred and is continuing
or time is of the essence, the Administrative Agent shall not exercise this
power without first making demand on the Pledgor and the Pledgor failing to comply
therewith promptly.


 


(f)                                    The expenses of the Administrative Agent
incurred in connection with actions undertaken as provided in this Section 6.1,
together with interest thereon at a rate per annum equal to the rate per annum
at which interest would then be payable on past due Base Rate Loans under the
Credit Agreement, from the date of payment by the Administrative Agent to the
date reimbursed by the Pledgor, shall be payable by the Pledgor to the
Administrative Agent on demand.


 


(g)                                 The Pledgor hereby ratifies all that said
attorneys shall lawfully do or cause to be done by virtue hereof. All powers,
authorizations and agencies contained in this Agreement are coupled with an
interest and are irrevocable until this Agreement is terminated and the
security interests created hereby are released.


 


6.2                                 Duty of Administrative Agent. The Administrative Agent’s sole duty with
respect to the custody, safekeeping and physical preservation of the Pledged
Collateral in its possession, under Section 9-207 of the New York UCC or
otherwise, shall be to deal with it in the same manner as the Administrative
Agent deals with similar property for its own account. Neither the Administrative
Agent, any Secured Party nor any of their respective officers, directors,
employees or agents shall be liable for failure to demand, collect or realize
upon any of the Pledged Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Pledged Collateral
upon the request of the Pledgor or any other Person or to take any other action
whatsoever with regard to the Pledged Collateral or any part thereof. The
powers conferred on the Administrative Agent and the Secured Parties hereunder
are solely to protect the Administrative Agent’s and the Secured Parties’
interests in the Pledged Collateral and shall not impose any duty upon the
Administrative Agent or any Secured Party to exercise any such powers. The
Administrative Agent and the Secured Parties shall be accountable only for
amounts that they actually receive as a result of the exercise of such powers,
and neither they nor any of their officers, directors, employees or agents
shall be responsible to the Pledgor for any act or failure to act hereunder,
except for their own bad faith, gross negligence or willful misconduct.


 


14

















 


6.3                                 Filing of Financing Statements. Pursuant to any applicable law, the Pledgor
authorizes the Administrative Agent to file or record financing statements and
other filing or recording documents or instruments with respect to the Pledged
Collateral in such form and in such offices as the Administrative Agent
determines appropriate to perfect the security interests of the Administrative
Agent under this Agreement. The Pledgor hereby ratifies and authorizes the
filing by the Administrative Agent of any financing statement with respect to
the Pledged Collateral made prior to the date hereof.


 


6.4                                 Authority of Administrative Agent. The Pledgor acknowledges that the rights
and responsibilities of the Administrative Agent under this Agreement with
respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Agreement shall, as between the Administrative Agent and the
Secured Parties, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Administrative Agent and the Pledgor, the Administrative Agent
shall be conclusively presumed to be acting as agent for the Secured Parties
with full and valid authority so to act or refrain from acting, and the Pledgor
shall not be under any obligation, or entitlement, to make any inquiry
respecting such authority. Notwithstanding any other provision herein or in any
Loan Document, the only duty or responsibility of the Administrative Agent to
any Qualified Counterparty under this Agreement is the duty to remit to such
Qualified Counterparty any amounts to which it is entitled pursuant to Section 5.3.


 


SECTION 7. MISCELLANEOUS


 


7.1                                 Amendments in Writing. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except by
a written instrument executed by the Pledgor and the Administrative Agent, provided
that any provision of this Agreement imposing obligations on the Pledgor may be
waived by the Administrative Agent in a written instrument executed by the
Administrative Agent. No consent of any Qualified Counterparty shall be
required for any waiver, amendment, supplement or other modification to this
Agreement.


 


7.2                                 Notices. All notices, requests and demands to or upon the Administrative Agent
or the Pledgor hereunder shall be effected in the manner provided for in Section 10.2
of the Credit Agreement; provided that any such notice, request or
demand to or upon the Pledgor shall be addressed to the Pledgor at its notice
address set forth on Schedule 1.


 


7.3                                 No Waiver by Course of Conduct; Cumulative
Remedies. Neither the Agents
nor any Secured Party shall by any act (except by a written instrument pursuant
to Section 7.1), delay, indulgence, omission or otherwise be deemed
to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Agents or any Secured Party, any right, power or
privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Agents or any Secured Party of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Agents or such Secured Party would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.


 


7.4                                 Enforcement Expenses; Indemnification. The Pledgor agrees to pay, or reimburse each
Secured Party and the Administrative Agent for, all its costs and out of pocket
expenses incurred in enforcing or preserving any rights under this Agreement
and the other Loan Documents to which the


 


15

















 


Pledgor
is a party, including, the reasonable fees and disbursements of counsel to each
Secured Party and of counsel to the Administrative Agent.


 


(a)                                  The Pledgor agrees to pay, and to save the
Administrative Agent and the Secured Parties harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Pledged Collateral or in connection with any
of the transactions contemplated by this Agreement.


 


(b)                                 The Pledgor agrees to pay, and to save the
Agents and the Secured Parties harmless from, any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement to the extent the US Borrower would be required to do so pursuant to Section 10.5
of the Credit Agreement.


 


(c)                                  The agreements in this Section shall
survive repayment of the Obligations and all other amounts payable under the
Credit Agreement and the other Loan Documents.


 


7.5                                 Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of the Pledgor and shall inure to the benefit of the
Agents and the Secured Parties and their successors and assigns; provided
that the Pledgor may not assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Administrative
Agent.


 


7.6                                 Set-Off. (a) The Pledgor hereby irrevocably authorizes the Administrative
Agent and each Secured Party at any time and from time to time while an Event
of Default shall have occurred and be continuing or following acceleration of
the maturity of the Loans, without notice to the Pledgor, any such notice being
expressly waived by the Pledgor, to set-off and appropriate and apply any and
all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by the Administrative Agent or such
Secured Party to or for the credit or the account of the Pledgor, or any part
thereof in such amounts as the Administrative Agent or such Secured Party may
elect, against and on account of the obligations and liabilities of the Pledgor
to the Administrative Agent or such Secured Party hereunder and claims of every
nature and description of the Administrative Agent or such Secured Party
against the Pledgor, in any currency, whether arising hereunder, under the
Credit Agreement, any other Loan Document or otherwise, as the Administrative
Agent or such Secured Party may elect, whether or not the Administrative Agent
or any Secured Party has made any demand for payment and although such
obligations, liabilities and claims may be contingent or unmatured. The
Administrative Agent and each Secured Party shall notify the Pledgor promptly
of any such set-off and the application made by the Administrative Agent or
such Secured Party of the proceeds thereof, provided that the failure to
give such notice shall not affect the validity of such set-off and application.
The rights of the Administrative Agent and each Secured Party under this Section are
in addition to other rights and remedies (including, other rights of set-off)
which the Administrative Agent or such Secured Party may have.


 


7.7                                 Counterparts. This Agreement may be executed and
delivered by one or more of the parties to this Agreement on any number of
separate counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


 


7.8                                 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such


 


16

















 


prohibition
or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


7.9                                 Section Headings. The Section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.


 


7.10                           Integration. This Agreement and the other Loan Documents represent the agreement
of the Pledgor, the Administrative Agent, the Secured Parties with respect to
the subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by any Agent or any Secured Party relative to the
subject matter hereof and thereof not expressly set forth or referred to herein
or in the other Loan Documents.


 


7.11                           GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.


 


7.12                           Submission To Jurisdiction; Waivers. The Pledgor, and by its acceptance hereof, the
Administrative Agent and Secured Party, hereby irrevocably and unconditionally:


 


(a)                                  submits for itself and its property in any
legal action or proceeding relating to this Agreement and the other Loan
Documents to which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof;


 


(b)                                 consents that any such action or proceeding
may be brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court
or that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;


 


(c)                                  agrees that service of process in any such
action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to
it at its address referred to in Section 7.2 or in Section 10.2
of the Credit Agreement or at such other address of which the parties hereto
shall have been notified pursuant thereto;


 


(d)                                 agrees that nothing herein shall affect the
right to effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction; and


 


(e)                                  waives, to the maximum extent not prohibited by
law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section any special, exemplary, punitive or
consequential damages.


 


7.13                           Acknowledgements. The Pledgor hereby acknowledges that:


 


(a)                                  it has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the other Loan
Documents to which it is a party;


 


(b)                                 none of the Agents or any Secured Party has
any fiduciary relationship with or duty to the Pledgor arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Pledgor on the one hand, and the Agents and Secured Parties,
on the other hand, in connection herewith or therewith is solely that of debtor
and creditor; and


 


17

















 


(c)                                  no joint venture is created hereby or by the
other Loan Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Secured Parties or among the Pledgor and the
Secured Parties.


 


7.14                           Releases. At such time as the Loans, the Obligations (other than Obligations in
respect of Specified Hedge Agreements) shall have been paid in full, the
Commitments have been terminated and no Letters of Credit shall be outstanding
(or if outstanding are cash collateralized in an amount satisfactory to the
issuer thereof, which shall not in any event exceed 105% of the face value thereof),
the Pledged Collateral shall be released from the Liens created hereby, and
this Agreement and all obligations (other than those expressly stated to
survive such termination) of the Agents and the Pledgor hereunder shall
terminate, all without delivery of any instrument or performance of any act by any
party, and all rights to the Pledged Collateral shall revert to the Pledgor. At
the request and sole expense of the Pledgor following any such termination, the
Administrative Agent shall deliver to the Pledgor any Pledged Collateral held
by the Administrative Agent hereunder, and execute and deliver to the Pledgor
such documents as the Pledgor shall reasonably request to evidence such
termination.


 


(a)                                  If any of the Pledged Collateral shall be
sold, transferred or otherwise disposed of by the Pledgor in a transaction
permitted by the Credit Agreement, then the Administrative Agent, at the request
and sole expense of the Pledgor, shall execute and deliver to the Pledgor all
releases or other documents reasonably necessary or desirable for the release
of the Liens created hereby on such Pledged Collateral, compliance with the
Credit Agreement and the other Loan Documents.


 


(b)                                 No consent of any Qualified Counterparty
shall be required for any release of Pledged Collateral pursuant to this
Section.


 


7.15                           WAIVER OF JURY TRIAL. THE PLEDGOR, AND, BY ACCEPTANCE
OF THE BENEFITS HEREOF, EACH AGENT AND EACH SECURED PARTY, HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.


 


18

















 


IN WITNESS
WHEREOF, each of the undersigned has caused this Direct Parent Stock Pledge
Agreement to be duly executed and delivered as of the date first above written.


 


 


	
   

  	
  VCR USA HOLDINGS II
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas C. Kennedy

  	
   

  
	
   

  	
  Name: 

  	
  Thomas C. Kennedy

  	
   

  
	
   

  	
  Title: 

  	
  Executive Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
						



 


 


Direct Parent Stock Pledge Agreement


 

















 


	
   

  	
  GOLDMAN SACHS CREDIT PARTNERS L.P.,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  Authorized
  Signatory:

  	
  /s/ William W. Archer

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  William
  W. Archer

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 


 


Parent Pledge
Agreement