EXHIBIT 10.12(b)
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FIRST AMENDED AND RESTATED
XXXXXXXX FAMILY PLEDGE AGREEMENT
THIS FIRST AMENDED AND RESTATED XXXXXXXX FAMILY PLEDGE AGREEMENT (this
"Agreement"), dated as of December 12, 1996, is executed by CINEMARK USA, INC.,
a Texas corporation (the "Company") and the undersigned pledgors (each a
"Pledgor" and collectively, the "Pledgors") for the benefit of BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION as agent (in such capacity herein called
the "Administrative Agent") for itself and each Bank (as hereinafter defined) in
its capacity as a lender under the Credit Agreement referred to below and as a
counterparty under any Swap Contract (the Administrative Agent and each Bank in
such capacities are referred to herein collectively as the "Secured Parties"),
and amends and restates the Pledge Agreement dated as of February 14, 1996
executed by the Pledgors in favor of the Administrative Agent.
RECITALS
A. Concurrently herewith, the Company, the banks signatories thereto
(such banks, and other banks from time to time signatory thereto and banks from
time to time purchasing a participation in a signatory bank's interest therein,
together with any Affiliate of any bank in its capacity as a counterparty under
any Swap Contract, collectively, the "Banks" and individually a "Bank") and the
Administrative Agent are entering into a First Amended and Restated Credit
Agreement dated as of even date herewith (as amended, supplemented, restated or
otherwise modified from time to time, the "Credit Agreement"), subject to and
upon the condition among others, that the Pledgors execute this Agreement in
favor of the Secured Parties. The Credit Agreement amends and restates the
Existing Credit Facility.
B. From time to time a Bank, in its capacity as a
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counterparty, may enter into one or more Swap Contracts with the Company, and
the parties hereto desire that the obligations of the Company under any such
Swap Contracts be secured hereby.
C. It is a condition precedent to the making of the Credit Extensions
by the Banks under the Credit Agreement that the Pledgors shall have granted the
security interest contemplated by this Agreement and the Secured Parties are
relying on the undertakings of the Pledgors and the Company contained herein.
D. Terms defined and the rules of construction in the
Credit Agreement have, unless the context otherwise requires, the
same meanings in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Security Interest.
(a) As security for the payment or performance when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations to any Secured
Party, now existing or hereafter arising, each Pledgor hereby pledges, assigns
and transfers to the Administrative Agent for purposes of security and for the
equal benefit of the Secured Parties, and hereby grants to the Administrative
Agent for the equal benefit of the Secured Parties, a lien on, and security
interest in, all of such Pledgor's right, title and interest in, to and under
the following, whether now or hereafter existing and whether now owned or
hereafter acquired (collectively, the "Collateral"):
(i) all shares opposite such Pledgor's name, as set
forth on Schedule 1 (collectively, the "Pledged Shares");
(ii) all additional shares of stock of the Company from
time to time acquired by such Pledgor in any manner;
(iii) the certificates representing the shares referred
to in paragraphs (i) and (ii) above; and
(iv) all dividends, cash, instruments and other
property or proceeds from time to time received, receivable
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or otherwise distributed in respect of or in exchange for any or all of the
shares referred to in paragraphs (i) and (ii) above (all of the foregoing
being the "Proceeds"); provided, however, that so long as no Event of
Default has occurred and is continuing, each Pledgor may receive free and
clear of any security interest under this Agreement any cash dividends paid
in respect of the Pledged Shares.
(b) All certificates or instruments representing or evidencing the
Collateral shall be delivered to and held by or on behalf of the Administrative
Agent pursuant hereto and shall be in suitable form for transfer by delivery, or
shall be accompanied by duly executed undated instruments of transfer or
assignment in blank, all in form and substance satisfactory to the
Administrative Agent. If an Event of Default has occurred and is continuing, the
Administrative Agent shall have the right, at any time in its discretion and
without notice to any Pledgor, to transfer to or to register in its name or any
of its nominees any or all of the Collateral, subject only to the revocable
rights specified in Section 6(a). In addition, if an Event of Default has
occurred and is continuing, the Administrative Agent shall have the right at any
time to exchange certificates or instruments representing or evidencing
Collateral for certificates or instruments of smaller or larger denominations.
(c) Notwithstanding anything contained in this Agreement to the
contrary, and except for the obligation of each Pledgor to deliver the
Collateral owned by such Pledgor to the Secured Parties pursuant to the
provisions hereof, in no event shall any Pledgor have any personal liability
with respect to the Obligations or any obligations, debt or other liabilities
that may arise under this Agreement and Secured Parties recourse against such
Pledgor shall be limited solely to the Collateral owned by such Pledgor.
2. Security for Obligations. This Agreement secures, in accordance
with the provisions hereof, the payment by the Company of all of the Obligations
to any Secured Party under any Loan Document, including under any Swap Contract,
and all obligations of the Company and each Pledgor under this Agreement, in
each case now existing or hereafter arising. The Collateral shall secure the
Obligations owing to the Secured Parties equally and ratably.
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3. Representations and Warranties. The Company and
each Pledgor severally represents and warrants as to himself or
itself as follows:
(a) The chief place of business and chief executive office of such
Pledgor and the office where such Pledgor keeps its records concerning the
Collateral (hereinafter, "Records") is located at the address for notices for
such Pledgor as provided in Section 19(g).
(b) The Pledged Shares owned by such Pledgor have been duly authorized
and validly issued and are fully paid and nonassessable.
(c) To the knowledge of Pledgor the Pledged Shares constitute at least
the percentage of the issued and outstanding shares of stock or equity interests
of the Company as of the Closing Date as disclosed on Schedule 1 attached
hereto. There are no existing options, warrants, shareholder agreements, calls
or commitments of any character whatsoever relating to any of the Pledged Shares
owned by such Pledgor except as listed on Schedule 3.
(d) No effective financing statement or other instrument similar in
effect covering all or any part of the Collateral owned by such Pledgor is on
file in any recording office, except as may have been filed pursuant to this
Agreement.
(e) Such Pledgor is lawfully possessed of ownership of the Collateral
owned by such Pledgor which exists on the date hereof, and has full power and
lawful authority to grant the Liens in and on the Collateral hereunder.
(f) This Agreement creates in favor of the Administrative Agent, for
the equal benefit of the Secured Parties, a valid and enforceable Lien on the
Pledged Shares owned by such Pledgor, subject to no Liens, securing the payment
and performance of the Obligations, and all filings and other actions necessary
to perfect such Lien with the priority described herein and in Section 5.13(a)
of the Credit Agreement have been duly made or taken.
(g) The Company and any such Pledgor which is a
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corporation is duly organized and existing under the laws of the state of its
incorporation, and is properly licensed and in good standing in, and where
necessary to maintain its rights and privileges has complied with the fictitious
name statute of, every jurisdiction in which it is doing business, except where
the failure to be licensed or be in good standing or comply with any such
statute will not have a material adverse effect on the ability of the Company or
such Pledgor to perform its obligations hereunder or under any instrument or
agreement required hereunder.
(h) If such Pledgor is a trust (a "Trust"), it is evidenced by those
certain trust agreement(s) described on Schedule 4 relating to such Trust, and a
true and correct copy of such trust agreement, and all amendments thereto, has
been delivered to the Administrative Agent. Such Trust is irrevocable. The
trustee of such trust is duly authorized under the terms of such trust agreement
to from time to time execute and deliver, reaffirm and/or renew, this Agreement.
This Agreement is being executed and delivered for a proper trust purpose.
(i) The execution, delivery and performance of this Agreement and any
instrument or agreement required hereunder are within the corporate or trust
power of the Company and such Pledgor, as the case may be, have been duly
authorized by, and are not in conflict with the terms of any charter, by-laws,
trust instrument or other organization papers, as applicable, of, the Company
and such Pledgor.
(j) No approval, consent, exemption or other action by, or notice to
or filing with, any governmental authority is necessary in connection with the
execution, delivery, performance or enforcement by the Company or such Pledgor
of this Agreement or any instrument or agreement required hereunder, except as
may have been obtained and certified copies of which have been delivered to
Administrative Agent.
(k) There is no law, rule or regulation, nor is there any judgment,
decree or order of any court or governmental authority binding on the Company or
such Pledgor, which would be contravened by the execution, delivery, performance
or enforcement by the Company or such Pledgor of this Agreement or
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any instrument or agreement required hereunder.
(l) This Agreement is a legal, valid and binding agreement of the
Company and such Pledgor, enforceable against the Company and such Pledgor in
accordance with its terms, and any instrument or agreement required hereunder,
when executed and delivered, will be similarly legal, valid, binding and
enforceable, except where enforceability thereof may be limited by applicable
law relating to bankruptcy, insolvency, moratorium or other similar laws
affecting creditors' rights generally or by the application of general
principles of equity.
(m) There is no action, suit or proceeding pending against, or to the
knowledge of the Company or such Pledgor, threatened against or affecting the
Company or such Pledgor, before any court or arbitrator or any governmental
body, agency or official which in any manner draws into question the validity or
enforceability of this Agreement.
(n) The execution, delivery and performance by the Company and such
Pledgor of this Agreement do not and would not be expected to conflict with or
result in any breach or contravention of, or the creation of any Lien under, any
document evidencing any Contractual Obligation to which the Company or such
Pledgor is a party.
4. Further Assurances; Supplements.
(a) The Company and each Pledgor agree that from time to time, at the
expense of such Person, it will promptly execute and deliver all further
instruments and documents, and take all further action that may be necessary or
desirable, or that the Administrative Agent may reasonably request, in order to
perfect the Liens granted or purported to be granted hereby or to enable the
Administrative Agent to exercise and enforce its rights and remedies hereunder.
Without limiting the generality of the foregoing, the Company and each Pledgor
will execute and deliver to Administrative Agent such financing or continuation
statements, or amendments thereto, and such other instruments, endorsements or
notices, as may be necessary or desirable, or as the Administrative Agent may
reasonably request, in order to perfect and preserve the Liens granted or
purported to be granted hereby.
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(b) The Company and each Pledgor hereby authorize the Administrative
Agent to file one or more financing or continuation statements, and amendments
thereto, relative to all or any part of the Collateral without the signature of
such Pledgor where permitted by law.
(c) The Company or each Pledgor shall pay all filing, registration and
recording fees or refiling, re-registration and re-recording fees, and all
expenses, incident to its execution and acknowledgement of this Agreement, any
agreement supplemental hereto and any instruments of further assurance, and all
federal, state, county and municipal stamp taxes and other taxes, duties,
imposts, assessments and charges arising out of or in connection with its
execution and delivery of this Agreement, any agreement supplemental hereto and
any instruments of further assurance.
(d) Each Pledgor shall warrant and defend title to the Collateral
against the claims and demands of all Persons (other than the Secured Parties or
any Person claiming by or through any Secured Party) whomsoever.
(e) Each Pledgor shall, upon obtaining any additional shares of the
Company or any other securities constituting Collateral, and the Company shall,
when required to do so by Section 18 hereof, cause the owner of such shares of
the Company to, promptly deliver to the Administrative Agent a duly executed
Pledge Agreement Supplement in substantially the form of Schedule 2 hereto (a
"Pledge Agreement Supplement") identifying the additional shares which are being
pledged. Each Pledgor hereby authorizes the Administrative Agent to attach each
Pledge Agreement Supplement to this Agreement and agrees that all shares listed
on any Pledge Agreement Supplement delivered to the Administrative Agent shall
for all purposes hereunder constitute Collateral. Upon any person pledging
shares hereunder, such person shall be deemed a Pledgor hereunder.
5. Covenants of Pledgors and Company.
(a) Each Pledgor shall pay, before any fine, penalty, interest or cost
attaches thereto, all taxes, assessments and other governmental or
non-governmental charges or levies now or hereafter assessed or levied against
its Pledged Shares or upon the Liens provided for herein as well as pay, or
cause to be
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paid, all claims for labor, materials or supplies which, if unpaid, might by law
become a Lien (other than a Permitted Lien) thereon, and will retain copies of,
and, upon request, permit the Administrative Agent or any other Secured Party to
examine, receipts showing payment of any of the foregoing; provided, that no
Pledgor shall be required to pay any such tax, assessment, charge or levy, the
validity of which is being contested in good faith by appropriate proceedings.
(b) Each Pledgor shall give the Administrative Agent at least 30 days'
prior written notice before it changes the location of its chief executive
office or the office where it keeps the Records and shall at the expense of such
Pledgor execute and deliver such instruments and documents as required to
maintain a prior perfected security interest and as reasonably requested by the
Administrative Agent. Each Pledgor will hold and preserve all Records and will,
upon reasonable request by the Administrative Agent or any Secured party at any
time during normal business hours, permit the Administrative Agent or any
Secured Party to inspect and make abstracts from such Records.
(c) No Pledgor shall sell, assign (by operation of law or otherwise)
or otherwise dispose of any of the Collateral.
(d) No Pledgor shall create or suffer to exist any Lien upon or with
respect to any of the Collateral except for the security interest created by
this Agreement or the Credit Agreement, and will defend the right, title and
interest of the Administrative Agent in and to such Pledgor's rights to the
Collateral against the claims and demands of all Persons whatsoever.
(e) Each Pledgor will, upon becoming aware of such event, notify the
Administrative Agent promptly, in reasonable detail, (i) of any material claim
made or asserted against the Collateral by any Person; (ii) of any event which
could reasonably be expected to have a material adverse effect on the value of
the Collateral; (iii) of any event which could reasonably be expected to have a
material adverse effect on the ability of the Administrative Agent to dispose of
the Collateral or the rights and remedies of the Administrative Agent; and (iv)
of the occurrence of any other event which would have a material adverse effect
on the Collateral or on the security interest
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created hereunder.
(f) Each Pledgor agrees that it will use its best efforts to cause the
Company not to issue any stock or other securities in addition to or in
substitution for the Pledged Shares except: (i) to a Pledgor, (ii) any stock
options issued to employees of the Company and any shares of capital stock of
the Company issuable upon the exercise of such options, and (iii) shares of
common stock of the Company not exceeding 15% of the shares of common stock of
the Company outstanding on the date of issuance after giving effect to such
issuance.
(g) Each Pledgor which is a trust agrees to immediately notify the
Administrative Agent if: (a) its Trust is revoked or terminated; (b) its Trust
is amended, in which case such Pledgor agrees to also provide the Administrative
Agent with correct copies of the amendment(s); or (c) one or more trustee(s)
change, in which case such Pledgor also agrees to provide the Administrative
Agent with signature exemplars of any new trustee(s).
(h) The Company will not issue any Voting Stock except in compliance
with Section 18.
6. Voting Rights, Dividends, Etc.
(a) So long as no Event of Default shall have occurred and be
continuing (and, in the case of paragraph (i) below, so long as written notice
has not been given by the Administrative Agent to any Pledgor):
(i) each Pledgor shall be entitled to exercise any and all voting
and other consensual rights pertaining to the Collateral or any part
thereof for any purpose not inconsistent with the terms of this Agreement
or any Loan Documents;
(ii) each Pledgor shall be entitled to receive and retain free
and clear of any security interest under this Agreement any and all
dividends paid in respect of the Collateral, other than any and all:
(A) instruments and other property received,
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receivable or otherwise distributed in exchange for, any
Collateral,
(B) dividends and other distributions paid or payable in cash in
respect of any Collateral in connection with a partial or total liquidation
or dissolution or in connection with a reduction of capital, capital
surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in redemption of,
or in exchange for, any Collateral all of which shall be, and all of which
shall be forthwith delivered to the Administrative Agent to hold as,
Collateral and shall, if received by each Pledgor, be received in trust for
the benefit of the Administrative Agent, be segregated from the other
property or funds of each Pledgor, and be forthwith delivered to the
Administrative Agent as Collateral in the same form as so received (with
any necessary endorsement).
(iii) The Administrative Agent shall execute and deliver (or
cause to be executed and delivered) to each Pledgor all such proxies and
other instruments as each Pledgor may reasonably request for the purpose of
enabling each Pledgor to exercise the voting and other rights which it is
entitled to exercise pursuant to paragraph (i) above and to receive the
dividends which it is authorized to receive and retain pursuant to
paragraph (ii) above.
(b) If an Event of Default has occurred and is
continuing:
(i) All rights of each Pledgor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise pursuant
to Section 6(a)(i) above shall cease upon written notice thereof from the
Administrative Agent, and all such rights shall thereupon become vested in
the Administrative Agent who shall thereupon have the sole right to
exercise such voting and other consensual rights.
(ii) All rights of each Pledgor to receive the
dividends which it would otherwise be authorized to receive
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and retain pursuant to Section 6(a)(ii) above shall cease, and all such
rights shall thereupon become vested in the Administrative Agent who shall
thereupon have the sole right to receive and hold as Collateral such
dividends.
(iii) All dividends which are received by any Pledgor contrary to
the provisions of Section 6(a)(ii) shall be received in trust for the
benefit of the Administrative Agent, shall be segregated from other funds
of each Pledgor and shall be forthwith paid over to the Administrative
Agent as Collateral in the same form as so received (with any necessary
endorsement).
(c) In order to permit the Administrative Agent to exercise the voting
and other rights which it may be entitled to exercise pursuant to Section
6(a)(i) above, and to receive all dividends and distributions which it may be
entitled to receive under Section 6(a)(ii) above, each Pledgor shall, if
necessary, upon written notice from the Administrative Agent, from time to time
during the continuance of an Event of Default execute and deliver to the
Administrative Agent appropriate dividend payment orders and other instruments
as the Administrative Agent may reasonably request.
7. Administrative Agent Appointed Attorney-in-Fact. The Company and
each Pledgor hereby irrevocably appoints the Administrative Agent the Company's
and such Pledgor's attorney-in-fact (which appointment as attorney-in-fact shall
be coupled with an interest), with full authority to act in the place and stead
of the Company and such Pledgor and in the name of the Company and such Pledgor
or otherwise, from time to time if an Event of Default has occurred and is
continuing or to the extent contemplated by Section 8 hereof in the
Administrative Agent's discretion to take any action and to execute any
instrument which the Administrative Agent may deem necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation, to
ask, demand, collect, xxx for, recover, compound, receive and give acquittance
and receipts for moneys due and to become due under or in connection with the
Collateral, to receive, enforce Section 18, indorse and collect any drafts or
other instruments, documents and chattel paper in connection therewith, and to
file any claims or take any action or institute any proceedings which the
Administrative Agent may deem to be
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necessary or desirable for the collection thereof or to enforce compliance with
the terms and conditions of the Assigned Agreements or this Agreement.
Notwithstanding the foregoing, the Administrative Agent shall not be obligated
to exercise any right or duty as attorney-in-fact, and shall have no duties to
the Assignor in connection therewith.
8. Administrative Agent May Perform.
(a) If the Company or any Pledgor fails to perform or comply with any
of its agreements contained herein, the Administrative Agent may, as provided
for by the terms of this Agreement, itself perform or comply, or otherwise cause
performance or compliance, with such Agreement. The reasonable expenses of the
Administrative Agent incurred in connection with such performance or compliance
shall be payable by the Company and each Pledgor to the Administrative Agent and
shall constitute Obligations secured hereby; provided, that the payment to the
Administrative Agent shall be made solely through the application of proceeds in
accordance with Section 9(a) hereof. The Administrative Agent agrees to notify
the Company and the Pledgors promptly after incurring any expenses pursuant to
this Section 8; provided, however, that the failure to provide such notice shall
not affect the Administrative Agent's right to reimbursement from the Company
and each Pledgor.
(b) The Administrative Agent shall use reasonable care with respect to
the Collateral in its possession or under its control. Except as set forth in
the preceding sentence, the Administrative Agent shall not have any duty as to
any Collateral in its possession or control or in the possession or control of
any agent or nominee of it or as to any income thereon or as to the preservation
of rights against parties or any other rights pertaining thereto.
9. Rights and Remedies.
(a) If (i) an Event of Default shall have occurred and be continuing
and (ii) any of the Obligations shall have been declared to be, or shall have
become, due and payable, then, in addition to any other rights and remedies
provided for herein or which may otherwise be available, the Administrative
Agent may, without any further demand, advertisement or notice (except as
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expressly provided for below in this Section 9(a)), exercise all the rights and
remedies of a secured party under the Uniform Commercial Code of the State of
New York (the "UCC") (whether or not the UCC applies to the affected
Collateral), and in addition: (i) may apply the moneys, if any, then held by it
as part of the Collateral, for the following purposes and in the following
order:
(1) first, to the payment of (A) all costs and expenses relating to
the sale of the Collateral and collection of amounts owing hereunder,
including reasonable attorneys' fees and disbursements and the just
compensation of the Administrative Agent for services rendered in
connection therewith or in connection with any proceeding to sell if a sale
is not completed, and (B) all charges, expenses and advances incurred or
made by the Administrative Agent in order to protect the Lien of this
Agreement or the security afforded hereby, together with interest at the
rate specified in Section 2.10(c) of the Credit Agreement;
(2) second, to the payment in full of all of the Obligations owed to
the Secured Parties hereunder or under any Loan Document (to be paid to the
Secured Parties in accordance with the aggregate outstanding amounts of
such Obligations owed to each Secured Party); and
(3) third, the balance, if any, shall be paid to each Pledgor or to
such other Person as shall be lawfully entitled to receive such surplus (as
determined by a court of competent jurisdiction, if such procedure is
available under applicable law);
and (ii) if there shall be no such moneys or the moneys so applied shall be
insufficient to satisfy in full all Obligations, may sell the Collateral, or any
part thereof, as hereinafter provided in this Section 9(a) and otherwise to the
fullest extent permitted by law. The Collateral may be sold in one or more
sales, at public or private sale, conducted by any officer or agent of, or
auctioneer or attorney for, the Administrative Agent, at the Administrative
Agent's place of business or elsewhere, for cash, upon credit or for other
property, for immediate or future delivery, and at such price or prices and on
such terms as the Administrative Agent shall deem appropriate.
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The Administrative Agent or any other Secured Party may be the purchaser of any
or all of the Collateral so sold at a public sale and, to the extent permitted
by law, at a private sale and thereafter hold the same, absolutely free from any
right or claim of whatsoever kind, and, the obligations of each Pledgor to such
purchaser may be applied as a credit against the purchase price. The
Administrative Agent, may, in its sole discretion (in the case of Collateral
consisting of securities) or if commercially reasonable (in the case of all
other Collateral), at any such sale restrict the prospective bidders or
purchasers as to their number, nature of business and investment intention. Upon
any public or private sale the Administrative Agent shall have the right to
deliver, assign and transfer to the purchaser thereof the Collateral so sold.
Each purchaser (including the Administrative Agent or any other Secured Party)
at any such sale shall hold the Collateral so sold, absolutely free from any
claim or right of whatsoever kind, including any equity or right of redemption,
of each Pledgor, and each Pledgor hereby specifically waives, to the full extent
it may lawfully do so, all rights of redemption, stay or appraisal which it has
or may have under any rule of law or statute now existing or hereafter adopted.
The Administrative Agent shall give each Pledgor at least ten days' notice
(which each Pledgor agrees is reasonable notification within the meaning of
Section 9-504(3) of the UCC) of any such public or private sale. Any public sale
shall be held at such time or times within ordinary business hours as the
Administrative Agent shall fix in the notice of such sale. At any such sale the
Collateral may be sold in one lot as an entirety or in separate parcels. The
Administrative Agent shall not be obligated to make any sale pursuant to any
such notice. The Administrative Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for such sale, and any such
sale may be made at any time or place to which the same may be so adjourned
without further notice or publication. In case of any sale of all or any part of
the Collateral on credit or for future delivery, the Collateral so sold may be
retained by the Administrative Agent until the full selling price is paid by the
purchaser thereof, but neither the Administrative Agent nor any other Secured
Party shall incur any liability in case of the failure of such purchaser to take
up and pay for the Collateral so sold, and, in case of any such failure, such
Collateral may again be sold pursuant to the
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provisions hereof.
(b) Instead of exercising the power of sale provided in Section 9(a)
hereof, the Administrative Agent may proceed by a suit or suits at law or in
equity to foreclose the security interest under this Agreement and sell the
Collateral or any portion thereof under a judgment or decree of a court or
courts of competent jurisdiction.
(c) The Administrative Agent as attorney-in-fact pursuant to Section 7
hereof may, in the name and stead of the Company and each Pledgor, make and
execute all conveyances, assignments and transfers of the Collateral sold
pursuant to Section 9(a) or Section 9(b) hereof, and the Company hereby ratifies
and confirms all that the Administrative Agent, as said attorney-in-fact, shall
do by virtue hereof. Nevertheless, the Company and each Pledgor shall, if so
requested by the Administrative Agent, ratify and confirm any sale or sales by
executing and delivering to the Administrative Agent, or to such purchaser or
purchasers, all such instruments as may, in the reasonable judgment of the
Administrative Agent, be advisable for the purpose.
(d) The receipt by the Administrative Agent of the purchase money paid
at any sale made by it shall be a sufficient discharge therefor to any purchaser
of the Collateral, or any portion thereof, sold as aforesaid; and no such
purchaser (or the representatives or assigns of such purchaser), after paying
such purchase money and receiving such receipt, shall be bound to see to the
application of such purchase money or any part thereof or in any manner
whatsoever be answerable for any loss, misapplication or nonapplication of any
such purchase money, or any part thereof, or be bound to inquire as to the
authorization, necessity, expediency or regularity of any such sale.
(e) The Administrative Agent shall incur no liability as a result of
the sale of the Collateral, or any part thereof, at any private sale conducted
in a commercially reasonable manner. The Company and each Pledgor hereby waives,
to the full extent permitted by applicable law, any claims against the
Administrative Agent and/or any Secured Party arising by reason of the fact that
the price at which the Collateral, or any part thereof, may have been sold at a
private sale was less than the
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price which might have been obtained at a public sale or was less than the
aggregate amount of the Obligations, even if the Administrative Agent accepts
the first offer received which the Administrative Agent in good xxxxx xxxxx to
be commercially reasonable under the circumstances and does not offer the
Collateral to more than one offeree. To the fullest extent permitted by law, the
Company and each Pledgor shall have the burden of proving that any such sale of
the Collateral was conducted in a commercially unreasonable manner.
(f) Each and every right and remedy of the Administrative Agent shall,
to the extent permitted by law, be cumulative and shall be in addition to any
other remedy given hereunder or under the Credit Agreement or now or hereafter
existing at law or in equity or by statute.
(g) The Administrative Agent may participate in any recapitalization,
reclassification, reorganization, consolidation, redemption, stock split,
merger, or liquidation of the Company, and in connection therewith deposit or
surrender control of the Collateral, accept money or other property in exchange
for the Collateral, and take such action as deemed proper by the Administrative
Agent in connection therewith, and any other money or property received in
exchange for the Collateral shall be applied to satisfy the Obligations or held
by the Administrative Agent thereafter as Collateral pursuant to the provisions
hereof.
10. Sales of Pledged Shares.
(a) If, at any time during the continuance of an Event of Default, the
Administrative Agent in its sole discretion determines that in connection with
any actual or contemplated exercise of its rights to sell the whole or any part
of the Collateral hereunder, it is necessary or advisable to effect a public
registration of all or part of the Collateral pursuant to the Securities Act of
1933, as from time to time amended (or any similar statute then in effect) (the
"Securities Act"), the Company shall:
(i) prepare and file with the Securities and Exchange Commission (the
"SEC") a registration statement with respect to the Collateral and use its
reasonable best efforts to
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cause such registration statement to become and remain
effective;
(ii) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective and to
comply with the provisions of the Securities Act with respect to the sale
or other disposition of the Collateral covered by such registration
statement whenever the Administrative Agent shall desire to sell or
otherwise dispose of the Collateral;
(iii) furnish to the Administrative Agent such numbers of copies of a
prospectus and a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as the
Administrative Agent may request in order to facilitate the public sale or
other disposition of the Collateral by the Administrative Agent;
(iv) use its reasonable best efforts to register or qualify the
Collateral covered by such registration statement under such other
securities or blue sky laws of such jurisdictions within the United States
of America as the Administrative Agent shall request, and do such other
reasonable acts and things as may be required of it to enable the
Administrative Agent to consummate the public sale or other disposition in
such jurisdictions of the Collateral by the Administrative Agent;
(v) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable an earnings statement
which shall satisfy the provisions of the Securities Act; and
(vi) do or cause to be done all such other acts as may be necessary to
make such sale of the Collateral or any part thereof valid and binding and
in compliance with applicable law.
(b) The Company and each Pledgor recognizes that, by
reason of the aforementioned requirements and certain
153
prohibitions contained in the Securities Act and applicable state securities
laws, the Administrative Agent may, at its option, elect not to require the
Company and each Pledgor to register all or any part of the Collateral and may
therefore be compelled, with respect to any sale of all or any part of the
Collateral, to limit purchasers to those who will 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 Company and each Pledgor
acknowledges and agrees that any such sale may result in prices and other terms
less favorable to the seller than if such sale were a public sale without such
restrictions and, notwithstanding such circumstances, agrees that any such sale
conducted in good faith shall be deemed to have been made in a commercially
reasonable manner. The Administrative Agent shall be under no obligation to
delay the sale of any of the Pledged Shares for the period of time necessary to
permit the Company or any Pledgor to register such securities for public sale
under the Securities Act, or under applicable state securities laws, even if the
Company or such Pledgor would agree to do so.
(c) If the Administrative Agent determines to exercise its right to
sell any or all of the Collateral, upon written request, the Company and each
Pledgor shall and shall cause, each of its Subsidiaries to, from time to time,
furnish to the Administrative Agent all such information as the Administrative
Agent may request in order to determine the number of shares and other
instruments included in the Collateral which may be sold by the Administrative
Agent as exempt transactions under the Securities Act and rules of the SEC
thereunder, as the same are from time to time in effect.
11. Continuing Assignment and Security Interest;
Transfer of Notes. This Agreement shall create a continuing
assignment of and security interest in the Collateral and shall
(a) remain in full force and effect until payment in full of the
Obligations and all other amounts owing to each Secured Party
under any Loan Documents and the termination or expiration of the
Commitments, (b) be binding upon the Company and each Pledgor,
its successors and assigns and (c) inure, together with the
rights and remedies of the Administrative Agent hereunder, to the
benefit of the Administrative Agent and the Secured Parties and
their respective successors, transferees and assigns. Without
154
limiting the generality of the foregoing, any Bank may assign or otherwise
transfer its rights and obligations under any Loan Document to any other Person
or entity, and such other Person or entity shall thereupon become vested with
all the benefits in respect thereof granted to such Bank herein or otherwise,
all as provided in, and to the extent set forth in, the Loan Documents. Neither
the Company nor any Pledgor may assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of the
Administrative Agent. Upon the payment in full of the Obligations and
termination of the commitments (exclusive of future, contingent or unliquidated
amounts arising under indemnity agreements), the security interest granted
hereby shall terminate and all rights to the Collateral shall revert to each
Pledgor. Upon any such termination, the Administrative Agent will, at each
Pledgor's expense, execute and deliver to each Pledgor such documents as each
Pledgor shall reasonably request to evidence such termination.
12. No Notices, etc. No Secured Party shall be under any duty or
obligation whatsoever (a) to make or give any presentments, demands for
performances, notices of nonperformance, protests, notices of protest or notices
of dishonor in connection with any Obligations or evidences of Obligations held
by Secured Parties as Collateral, or in connection with any Obligation or
evidences of Obligations which constitute in whole or in part the Obligations
secured hereunder, or (b) to give the Company or any Pledgor notice of, or to
exercise any subscription rights or privileges, any rights or privileges to
exchange, convert or redeem or any other rights or privileges relating to or
affecting any Collateral held by Secured Parties.
13. Delivery of Collateral. Secured Parties may at any time cause the
Administrative Agent to deliver the Collateral or any part thereof to Pledgors
and the receipt of Pledgors shall be a complete and full acquittance for the
Collateral so delivered, and Secured Parties shall thereafter be discharged from
any liability or responsibility therefor.
14. Primary Obligation. The Company and each Pledgor
acknowledges and agrees that each is directly and primarily
liable to the Secured Parties with respect to its obligations
under this Agreement, that its obligations under this Agreement
155
are independent of Company's obligations under the Credit Agreement, and that a
separate action or actions may be brought and prosecuted against the Company or
any Pledgor to enforce this Agreement, whether or not action is brought against
Company or any other Pledgor or whether or not the Company or any other Pledgor
is joined in any such action or actions. The Company and each Pledgor
acknowledges and agrees that any release which may be given by the Secured
Parties to the Company or any other Pledgor shall not release the Company or any
Pledgor from its obligations under this Agreement.
15. Waivers. The obligations of the Company and each Pledgor under
this Agreement shall not be affected, modified or impaired as a result of the
occurrence from time to time of any of the following, whether or not with notice
to or the consent of the Company or any Pledgor; (a) the compromise, settlement,
change, modification, amendment (whether material or otherwise) or partial
termination of any or all of the Obligations under any Loan Document; (b) the
failure to give notice to the Company or any Pledgor of the occurrence of any
default under the terms and provisions of any Loan Document; (c) the waiver of
the payment, performance or observance of any of Company's Obligations under any
Loan Document; (d) the taking or omitting to take any actions referred to in any
Loan Document; (e) any failure, omission or delay on the part of the Secured
Parties to enforce, assert or exercise any right, power or remedy conferred in
this Agreement, any Loan Document or any other indulgence or similar act on the
part of the Secured Parties in compliance with applicable law; or (f) the
voluntary or involuntary liquidation, dissolution, sale or other disposition of
all or substantially all of the assets, marshalling or assets, receivership,
insolvency, bankruptcy, assignment for the benefit of creditors or readjustment
of, or other similar proceedings which affect, Company or any of the assets of
the Company, or any allegation of invalidity or contest of the validity of this
Agreement in any such proceeding. The Company and each Pledgor waives any right
to require any Secured Party to (a) proceed against any person, (b) proceed
against or exhaust any Collateral, (c) pursue any other remedy in such Secured
Party's power. The Company and each Pledgor hereby waives: (i) any and all
rights to require the Secured Parties to prosecute or to seek to enforce any
remedies against Company or any other party liable to the Secured Parties with
respect to Company's obligations under any Loan Document or to otherwise
156
mitigate the Company's or any Pledgors's obligations under this Agreement; (ii)
any right to assert against the Secured Parties with respect to the Company's or
Pledgors's obligations under this Agreement any defense (legal or equitable),
set-off, counterclaim, or claim which Pledgors may now or at any time hereafter
have against the Secured Parties, Company or any other party liable to the
Secured Parties in any way or manner under any Loan Document; (iii) all
defenses, counterclaims and off-sets of any kind or nature, arising directly or
indirectly from the present or future lack of perfection, sufficiency, validity
or enforceability of any Loan Document; and (iv) all presentments, demands for
performance, notices of nonperformance, protests, notices of protest, notices of
dishonor, and notices of default in connection with any Loan Document, notice of
acceptance of this Agreement and notice of the existence, creation or incurring
of new or additional Obligations under any Loan Document, and all other notices
or formalities to which Pledgors may be entitled with respect to any Loan
Document.
16. No Subrogation. Each Pledgor hereby agrees that unless and until
all Obligations (exclusive of future, contingent or unliquidated amounts arising
under indemnity agreements) have been paid in full to the Secured Parties, it
shall not have any rights of subrogation, reimbursement or contribution against
Company arising as a result of the performance of this Agreement, and shall not
seek to assert or enforce any such rights. Each Pledgor acknowledges that the
exercise by the Secured Parties of certain rights and remedies contained in any
Loan Document may affect or eliminate such Pledgors's right of subrogation, if
any, against Company arising as a result of its performance of this Agreement
and that such Pledgor may therefore incur a partially or totally nonreimbursable
liability hereunder, and each Pledgor hereby agrees that the Secured Parties may
in its sole discretion exercise any such right or remedy.
17. Attorneys Fees.
(a) The Company agrees to pay to each Secured Party the amount of
any and all expenses, including expenses incurred by the Administrative Agent,
and the reasonable fees and expenses of its counsel (including, without
limitation, the allocated cost of in-house counsel) and of any experts, which
such Secured Party may incur in connection with (i) the custody
157
or preservation of, or the sale of, collection from, or other realization upon,
any of the Collateral; (ii) the exercise or enforcement of any of the rights of
any Secured Party hereunder; or (iii) the failure by the Company or any Pledgor
to perform or observe any of the provisions hereof; provided that the payment of
such sums shall be made to the Secured Parties solely through the application of
proceeds in accordance with Section 9(a) hereof.
(b) The Company agrees to indemnify and hold each Secured Party
harmless from and against any taxes, liabilities, claims and damages, including
attorney's fees and disbursements (including, without limitation, the allocated
cost of in-house counsel), and other expenses incurred or arising by reason of
the taking or the failure to take action by any Secured Party in respect of any
transaction effected under this Agreement or in connection with the Lien
provided for herein, including, without limitation, any taxes payable with
respect to the Collateral or in connection with any transaction contemplated by
this Agreement and any and all costs, losses, liabilities, claims, damages or
expenses incurred by any Secured Party arising out of any investigation,
litigation or other proceeding related to this Agreement or any transaction
contemplated hereby, except for the gross negligence and willful misconduct of
such Secured Party; provided, that such indemnification shall be made to the
Secured Parties solely through the application of proceeds in accordance with
Section 9(a) hereof.
(c) The obligations of the Company under this Section 17(a) shall
survive the termination of this Agreement.
18. Future Voting Stock. If (i) The Peble Corp. or The Pebble Group,
Ltd., converts any of its Class B Common Stock into Voting Stock, and at such
time that certain Voting Proxy defined in Section 5.13(c) of the Credit
Agreement is no longer in effect, or (ii) any other shareholder converts any of
its Class B Common Stock into Voting Stock, the Xxxxxxxx Family shall, within 30
days, in the aggregate, convert a sufficient number of its shares of Class B
Common Stock into Voting Stock so as to hold not less than a majority of the
Voting Stock pledged hereunder. The Pledgors represent and warrant that there
are no restrictions on the Xxxxxxxx Family converting its Class B Common Stock
into Voting Stock at any time, and covenant not to agree,
158
directly or indirectly, to any such restrictions.
19. Miscellaneous.
(a) Headings used in this Agreement are for convenience of
reference only and do not constitute part of this Agreement for any purpose.
(b) No failure on the part of the Administrative Agent or any of
its agents to exercise, and no course of dealing with respect to, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Administrative Agent or
any of its agents of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.
(c) If any provision hereof is invalid and unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, the other provisions
hereof shall remain in full force and effect in such jurisdiction and shall be
liberally construed in favor of the Administrative Agent and the Banks in order
to carry out the intentions of the parties hereto as nearly as may be possible
and the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction.
(d) The Administrative Agent may employ agents and
attorneys-in-fact in connection herewith and shall not be responsible for the
negligence or misconduct of any such agents or attorneys-in-fact selected by it
in good faith.
(e) The agreements of the parties hereto are solely for the
benefit of the Secured Parties, and no Person (other than the parties hereto and
the Secured Parties) shall have any rights hereunder.
(f) No amendment or waiver of any provision of this Agreement nor
consent to any departure by the Company or any Pledgor herefrom shall in any
event be effective unless the same shall be in writing and signed by the
Administrative Agent, the
159
Company and each Pledgor, and then such waiver or consent shall be effective
only in the specific instance and for the specified purpose for which given.
(g) All notices, requests, demands, waivers or other
communications to or upon the respective parties hereto shall be in writing
delivered in person, by mail postage prepaid, by nationally recognized overnight
courier or by telecopy and shall be deemed to have been duly given or made when
received, if mailed or delivered by courier, or when personally delivered or
transmitted by telecopy, addressed to the party to which such notice, request,
demand, waiver or other communication is required or permitted to be given or
made hereunder at, if to the Pledgors or the Company, the address for the
Company set forth in Schedule 10.2 to the Credit Agreement and if to the
Administrative Agent, the address set forth for the Administrative Agent in the
Credit Agreement, or such other address of which such party shall have notified
in writing the party giving such notice.
20. Governing Law; Terms. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, AND EXCEPT TO
THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER,
OR REMEDIES HEREUNDER, ARE GOVERNED BY THE LAW OF ANY JURISDICTION OTHER THAN
THE STATE OF NEW YORK. TERMS USED IN ARTICLE 9 OF THE UCC ARE USED HEREIN AS
THEREIN DEFINED.
21. Waiver of Jury Trial. EACH PARTY HERETO WAIVES THEIR RESPECTIVE
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN
ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM
OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO
A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
160
MODIFICATIONS
TO THIS AGREEMENT.
22. Consent to Amendment and Restatement. The Pledgors hereby consent
to the amendment and restatement of the Existing Credit Facility on the terms
and conditions of the Credit Agreement and represent and warrant to the
Administrative Agent and the Banks that there is no defense, counterclaim or
offset of any type or nature under this Agreement, and that this Agreement is in
full force and effect as to them after giving effect hereto and thereto.
161
IN WITNESS WHEREOF, the parties hereto, by their officers duly
authorized, have caused this Agreement to be duly executed and delivered as of
the day and year first above written.
CINEMARK USA, INC.
By:
Title:
PLEDGORS:
XXX XXX XXXXXXXX
XXXXX XXXXXXXX, SPOUSE OF
XXX XXX XXXXXXXX
XXXXXXXX SPECIAL TRUST
XXXXXXXX GRANDCHILDREN
TRUST FOR XXXXXXX XXX
XXXXXXX
XXXXXXXX GRANDCHILDREN
TRUST FOR CASSIE XXX
XXXXXXX
XXXXXXXX GRANDCHILDREN
TRUST FOR XXXXX XXXXX XXX
XXXXXXXX GRANDCHILDREN
TRUST FOR XXXXXX XXX XXX
XXXXXXXX GRANDCHILDREN
TRUST FOR SKYLER XXXX
XXXXXXXX
By:
Trustee
By:
Trustee
Agreed to:
000
XXXX XX XXXXXXX NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Administrative Agent
By:
Xxxxx Xxxxx
Vice President
163
SCHEDULE 1
TO
FIRST AMENDED AND RESTATED XXXXXXXX PLEDGE AGREEMENT
Attached to and forming a part of that certain First Amended and Restated
Xxxxxxxx Family Pledge Agreement dated as of December 12, 1996 made by the
Company and the Pledgors named therein to Bank of America National Trust and
Savings Association, as Administrative Agent
% of Total
Outstanding
No. of Capital Stock
Pledgors Cert. No. Class Shares in Class
Xxx Xxx Xxxxxxxx 38 A 1,500 .835%
Xxx Xxx Xxxxxxxx 31 B 3,854 2.145%
Xxxxxxxx Special Trust 32 B 14,667 8.165%
Xxxxxxxx Grandchildren
Trust for Xxxxxxx Xxx
Xxxxxxx 33 B 254 .141%
Xxxxxxxx Grandchildren
Trust for Cassie Xxx
Xxxxxxx 34 B 254 .141%
Xxxxxxxx Grandchildren
Trust for Lasey Xxxxx Xxx 35 B 254 .141%
Xxxxxxxx Grandchildren
Trust for Ashley Xxx Xxx 36 B 254 .141%
Xxxxxxxx Grandchildren
Trust for Skyler Xxxx
Xxxxxxxx 37 B 254 .141%
Xxx Xxx Xxxxxxxx 43 B 73,833 41.101%
164
TOTAL CLASS A COMMON STOCK PLEDGED: 1,500
TOTAL CLASS B COMMON STOCK PLEDGED: 93,624
165
SCHEDULE 2
TO
FIRST AMENDED AND RESTATED XXXXXXXX FAMILY PLEDGE AGREEMENT
PLEDGE AGREEMENT SUPPLEMENT
This Pledge Agreement Supplement, dated as of , is delivered pursuant
to Section 4 of the Pledge Agreement
referred to below. The undersigned hereby agrees that this Pledge Agreement
Supplement may be attached to the First Amended and Restated Xxxxxxxx Family
Pledge Agreement, dated as of December 12, 1996 (the "Pledge Agreement", the
terms defined therein and not otherwise defined herein being used as therein
defined), made by the Company and the Pledgors to Bank of America National Trust
and Savings Association as Administrative Agent for its benefit and the benefit
of the Secured Parties and that the shares listed on this Pledge Agreement
Supplement shall be and become part of the Collateral referred to in the Pledge
Agreement and shall secure all Obligations.
The undersigned agrees that the securities listed below shall for all
purposes constitute Collateral and shall be subject to the security interest
created by the Pledge Agreement.
The undersigned hereby certifies that the representations and
warranties set forth in Section 3 of the Pledge Agreement are true and correct
as to the Collateral listed herein on and as of the date hereof.
[For new Pledgors only : The undersigned agrees to become a party to
the Pledge Agreement as a Pledgor thereunder and agrees to be bound thereby as
if a signatory thereto. The notice address for new Pledgors is set forth
underneath the signature below.]
[PLEDGOR]
By:
Title:
Address (new Pledgors only):
166
Class Stock Percentage Number
Stock of Certificate of Par of
Issuer Stock No(s). Ownership Value Shares
167
SCHEDULE 3
TO
FIRST AMENDED AND RESTATED XXXXXXXX PLEDGE AGREEMENT
Attached to and forming a part of that certain First Amended and Restated
Xxxxxxxx Family Pledge Agreement dated as of December 12, 1996 made by the
Company and the Pledgors named therein to Bank of America National Trust and
Savings Association, as Administrative Agent
1. Shareholders' Agreement dated March 12, 1996 among the
Company, the Pledgor, Cypress Merchant Banking Partners,
L.P. and Cypress Pictures Ltd.
168
SCHEDULE 4
TO
FIRST AMENDED AND RESTATED XXXXXXXX PLEDGE AGREEMENT
Attached to and forming a part of that certain First Amended and Restated
Xxxxxxxx Family Pledge Agreement dated as of December 12, 1996 made by the
Company and the Pledgors named therein to Bank of America National Trust and
Savings Association, as Administrative Agent
TRUST AGREEMENTS
1. The Xxxxxxxx Special Trust
2. The Xxxxxxxx Grandchildren's Trust for Xxxxxxx Xxx Xxxxxxx
3. The Xxxxxxxx Grandchildren's Trust for Cassie Xxx Xxxxxxx
4. The Xxxxxxxx Grandchildren's Trust for Lasey Xxxxx Xxx
5. The Xxxxxxxx Grandchildren's Trust for Ashley Xxx Xxx
6. The Xxxxxxxx Grandchildren's Trust for Skyler Xxxx Xxxxxxxx
169
