PROVIDING FOR THE PLEDGE TO THE PLEDGEES OF, AND THE
GRANT TO THE PLEDGEES OF A SECURITY INTEREST IN ALL RIGHT, TITLE AND INTEREST
IN: (I) THE PLEDGED SHARES TO EACH PLEDGEE AS SPECIFIED IN THE COLLATERAL
SCHEDULE ATTACHED HERETO, (II) THE CASH COLLATERAL AND THE CASH COLLATERAL
ACCOUNT TO EACH PLEDGEE AS SPECIFIED IN THE COLLATERAL SCHEDULE ATTACHED HERETO,
AND (III) THE SECURITIES ACCOUNTS UNDER THE AMENDED AND RESTATED SECURITIES
ACCOUNT CONTROL AGREEMENT (AS SUCH TERMS ARE DEFINED BELOW); AND
G.
THE PARTIES DESIRE TO AMEND AND RESTATE THE FEBRUARY PLEDGE
AGREEMENT TO REFLECT THE AFOREMENTIONED PLEDGE AND SECURITY INTEREST.
NOW, THEREFORE, in consideration of the premises and the agreements herein
contained and in order to induce the Pledgees to enter into the Securities
Purchase Agreement, the Pledgor hereby agrees with the Pledgees as follows:
SECTION 1.
DEFINITIONS.
ALL TERMS USED IN THIS AGREEMENT WHICH ARE
DEFINED IN THE SECURITIES PURCHASE AGREEMENT OR IN ARTICLE 8 OR ARTICLE 9 OF THE
UNIFORM COMMERCIAL CODE (THE "UCC") CURRENTLY IN EFFECT IN THE STATE OF NEW YORK
AND WHICH ARE NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANINGS HEREIN
AS SET FORTH THEREIN; PROVIDED, THAT TERMS USED HEREIN WHICH ARE DEFINED IN THE
UCC AS IN EFFECT IN THE STATE OF NEW YORK ON THE DATE HEREOF SHALL CONTINUE TO
HAVE THE SAME MEANING NOTWITHSTANDING ANY REPLACEMENT OR AMENDMENT OF SUCH
STATUTE EXCEPT AS THE PLEDGEES MAY OTHERWISE DETERMINE.
SECTION 2.
PLEDGE AND GRANT OF SECURITY INTEREST.
AS COLLATERAL
SECURITY FOR ALL OF THE OBLIGATIONS (AS DEFINED IN SECTION 3 HEREOF), THE
PLEDGOR HEREBY PLEDGES AND ASSIGNS TO EACH PLEDGEE, AND GRANTS TO EACH PLEDGEE A
CONTINUING SECURITY INTEREST IN, THE PLEDGOR'S RIGHT, TITLE AND INTEREST IN AND
TO SUCH PLEDGEE'S PLEDGED SHARES AND SUCH PLEDGEE'S CASH COLLATERAL, THE
CERTIFICATES REPRESENTING SUCH PLEDGED SHARES, ALL OPTIONS AND OTHER RIGHTS,
CONTRACTUAL OR OTHERWISE, IN RESPECT OF THE PLEDGED SHARES AND THE CASH
COLLATERAL AND ALL DIVIDENDS, INTEREST, DISTRIBUTIONS, CASH, INSTRUMENTS,
INVESTMENT PROPERTY AND OTHER PROPERTY (INCLUDING BUT NOT LIMITED TO, ANY STOCK
DIVIDEND AND ANY DISTRIBUTION IN CONNECTION WITH A STOCK SPLIT) FROM TIME TO
TIME RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF OR IN EXCHANGE
FOR ANY OR ALL OF THE PLEDGED SHARES AND CASH COLLATERAL, ALL RIGHT, TITLE AND
INTEREST IN THE ACCOUNTS (THE "SECURITIES ACCOUNTS", AND TOGETHER WITH THE CASH
COLLATERAL ACCOUNT, THE "ACCOUNTS") REFERRED TO IN THE AMENDED AND RESTATED
SECURITIES ACCOUNT CONTROL AGREEMENT (THE "AMENDED AND RESTATED SECURITIES
ACCOUNT CONTROL AGREEMENT"), DATED AS OF THE DATE HEREOF, AMONG THE PLEDGOR, THE
PLEDGEES AND MELLON INVESTORS SERVICES LLC, AS CUSTODIAN (THE "CUSTODIAN"), AND
THE CASH COLLATERAL ACCOUNT PURSUANT TO THE CASH COLLATERAL ACCOUNT CONTROL
AGREEMENT, ALL FINANCIAL ASSETS HELD THEREIN OR CREDITED THERETO AND ALL
SECURITY ENTITLEMENTS IN RESPECT THEREOF AND ALL PROCEEDS OF ANY OF THE
FOREGOING, WHETHER NOW OWNED OR EXISTING OR HEREAFTER ACQUIRED OR ARISING AND
WHEREVER LOCATED (COLLECTIVELY, THE "PLEDGED COLLATERAL").
2
SECTION 3.
SECURITY FOR OBLIGATIONS.
THE SECURITY INTEREST CREATED