and (d) the due and
punctual payment and performance of all monetary obligations of each Loan Party
in respect of overdrafts and related liabilities owed to any of the Lenders (or
any Affiliates thereof) or Wachovia Bank, National Association (or any
Affiliates thereof) arising from treasury, depositary and cash management
services or in connection with any automated clearinghouse transfers of funds
(all the monetary and other obligations referred to in the preceding clauses (a)
through (d) being referred to collectively as the "Obligations").
2
ACCORDINGLY, each of the Pledgors and the Collateral Agent, on behalf of itself
and each Secured Party (and each of their respective successors or assigns),
hereby agrees that capitalized terms used herein and not defined herein shall
have meaning assigned to such terms in the Credit Agreement and agrees to amend
and restate the Prior Pledge Agreement in its entirety as follows:
SECTION 1.
PLEDGE. AS SECURITY FOR THE PAYMENT AND PERFORMANCE, AS THE
CASE MAY BE, IN FULL OF THE OBLIGATIONS, EACH PLEDGOR HEREBY TRANSFERS, GRANTS,
BARGAINS, SELLS, CONVEYS, HYPOTHECATES, PLEDGES, SETS OVER AND DELIVERS, UNTO
THE COLLATERAL AGENT, ITS SUCCESSORS AND ASSIGNS, AND HEREBY GRANTS TO THE
COLLATERAL AGENT, ITS SUCCESSORS AND ASSIGNS, FOR THE RATABLE BENEFIT OF THE
SECURED PARTIES, A SECURITY INTEREST IN ALL OF THE PLEDGOR'S RIGHT, TITLE AND
INTEREST IN, TO AND UNDER (A) THE SHARES OF CAPITAL STOCK AND OTHER EQUITY
INTERESTS OWNED BY IT AND LISTED ON SCHEDULE II HERETO AND ANY EQUITY INTERESTS
OBTAINED IN THE FUTURE BY THE PLEDGOR AND THE CERTIFICATES REPRESENTING ALL SUCH
SHARES (THE "PLEDGED STOCK"); (B)(I) THE DEBT SECURITIES LISTED OPPOSITE THE
NAME OF THE PLEDGOR ON SCHEDULE II HERETO, (II) ANY DEBT SECURITIES IN THE
FUTURE ISSUED TO THE PLEDGOR AND (III) THE PROMISSORY NOTES AND ANY OTHER
INSTRUMENTS EVIDENCING SUCH DEBT SECURITIES (THE "PLEDGED DEBT SECURITIES");
(C) SUBJECT TO SECTION 5, ALL PAYMENTS OF PRINCIPAL OR INTEREST, DIVIDENDS,
CASH, INSTRUMENTS AND OTHER PROPERTY FROM TIME TO TIME RECEIVED, RECEIVABLE OR
OTHERWISE DISTRIBUTED, IN RESPECT OF, IN EXCHANGE FOR OR UPON THE CONVERSION OF
THE SECURITIES REFERRED TO IN CLAUSES (A) AND (B) ABOVE; (D) SUBJECT TO
SECTION 5, ALL RIGHTS AND PRIVILEGES OF THE PLEDGOR WITH RESPECT TO THE
SECURITIES AND OTHER PROPERTY REFERRED TO IN CLAUSES (A), (B), (C) AND (D)
ABOVE, INCLUDING ANY INTEREST OF SUCH PLEDGOR IN THE ENTRIES ON THE BOOKS OF THE
ISSUER OF THE PLEDGED STOCK OR ANY FINANCIAL INTERMEDIARY PERTAINING TO THE
PLEDGED SHARES; AND (E) ALL PROCEEDS OF ANY OF THE FOREGOING (THE ITEMS REFERRED
TO IN CLAUSES (A) THROUGH (E) ABOVE BEING COLLECTIVELY REFERRED TO AS THE
"COLLATERAL"). NOTWITHSTANDING ANY OF THE FOREGOING, THE PLEDGED STOCK SHALL NOT
INCLUDE (I) MORE THAN 65% OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK
OF ANY FOREIGN SUBSIDIARY THAT IS NOT A LOAN PARTY OR (II) TO THE EXTENT THAT
APPLICABLE LAW REQUIRES THAT A SUBSIDIARY OF THE PLEDGOR ISSUE DIRECTORS' OR
NOMINEE'S QUALIFYING SHARES, SUCH QUALIFYING SHARES.
Upon delivery to the