EXHIBIT 10.62
AMENDED AND RESTATED STOCK PLEDGE AGREEMENT
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This AMENDED AND RESTATED STOCK PLEDGE AGREEMENT is made as of June 11,
1998, by and between SalesLink Corporation, a Delaware corporation (the
"Company"), and BankBoston, N.A. (f/k/a The First National Bank of Boston), a
national banking association, as agent (hereinafter, in such capacity, the
"Agent") for itself and the other banking institutions (hereinafter,
collectively, the "Banks") which are or may become parties to an Amended and
Restated Revolving Credit and Term Loan Agreement dated as of June 11, 1998 (as
amended and in effect from time to time, the "Credit Agreement"), among the
Company, InSolutions Incorporated ("InSolutions" and, collectively with the
Company, the "Borrowers"), Pacific Direct Marketing Corp., the Banks and the
Agent.
WHEREAS, SalesLink as well as certain other parties entered into a
Revolving Credit and Term Loan Agrement dated as of October 24, 1996 (such
agreement as heretofore amended and in effect from time to time, the "Original
Loan Agreement"); and
WHEREAS, in connection with the Original Loan Agreement, SalesLink entered
into a Stock Pledge Agreement dated as of July 17, 1997 (such agreement as
heretofore amended and in effect form time to time, the "Original Stock Pledge
Agreement") in favor of BankBoston, N.A. as agent for the lending institutions
party to the Original Loan Agreement; and
WHEREAS, each of the Borrower is expected to receive substantial direct and
indirect benefits from the extensions of credit by the Banks to the Borrowers
pursuant to the Credit Agreement; and
WHEREAS, the Original Loan Agreement will be superseded by the Credit
Agreement on the Closing Date (as defined in the Credit Agreement); and
WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement that the Company execute and deliver to the Agent, for the benefit of
the Banks and the Agent, a stock pledge agreement in substantially the form
hereof; and
WHEREAS, the Company desires to amend and restate all of its rights and
obligations under the Original Stock Pledge Agreement and grant security
interests in favor of and as provided herein;
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NOW, THEREFORE, in consideration of the promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. PLEDGE OF STOCK, ETC.
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1.1 PLEDGE OF STOCK. The Company hereby pledges, assigns, grants a
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security interest in, and delivers to the Agent, for the benefit of the
Banks and the Agent, all of the shares of capital stock of the Subsidiaries
of every class, as more fully described on Annex A hereto, to be held by
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the Agent, for the benefit of the Banks and the Agent, subject to the terms
and conditions hereinafter set forth. The certificates for such shares,
accompanied by stock powers or other appropriate instruments of assignment
thereof duly executed in blank by the Company, have been delivered to the
Agent.
1.2 ADDITIONAL STOCK. In case the Company shall acquire any
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additional shares of the capital stock of any Subsidiary or corporation
which is the successor of any Subsidiary, or any securities exchangeable
for or convertible into shares of such capital stock of any class of any
Subsidiary, by purchase, stock dividend, stock split or otherwise, then the
Company shall forthwith deliver to and pledge such shares or other
securities to the Agent, for the benefit of the Banks and the Agent, under
this Agreement and shall deliver to the Agent forthwith any certificates
therefor, accompanied by stock powers or other appropriate instruments of
assignment duly executed by the Company in blank. The Company agrees that
the Agent may from time to time attach as Annex A hereto an updated list of
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the shares of capital stock or securities at the time pledged with the
Agent hereunder.
1.3 PLEDGE OF CASH COLLATERAL ACCOUNT. The Company also hereby
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pledges, assigns, grants a security interest in, and delivers to the Agent,
for the benefit of the Banks and the Agent, the Cash Collateral Account and
all of the Cash Collateral as such terms are hereinafter defined.
2. DEFINITIONS. The term "Obligations" and all other capitalized terms
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used herein without definition shall have the respective meanings provided
therefor in the Credit Agreement. Terms used herein and not defined in the
Credit Agreement or otherwise defined herein that are defined in the Uniform
Commercial Code of the Commonwealth of Massachusetts have such defined meanings
herein, unless the context otherwise indicated or requires, and the following
terms shall have the following meanings:
Cash Collateral. See (S)4.
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Cash Collateral Account. See (S)4.
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Stock. Includes the shares of stock described in Annex A attached hereto
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and any additional shares of stock at the time pledged with the Agent hereunder.
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Stock Collateral. The property at any time pledged to the Agent hereunder
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(whether described herein or not) and all income therefrom, increases therein
and proceeds thereof, including without limitation that included in Cash
Collateral, but excluding from the definition of "Stock Collateral" any income,
increases or proceeds received by the Company to the extent expressly permitted
by (S)6.
Time Deposits. See (S)4.
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3. SECURITY FOR OBLIGATIONS. This Agreement and the security interest in
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and pledge of the Stock Collateral hereunder are made with and granted to the
Agent, for the benefit of the Banks and the Agent, as security for the payment
and performance in full of all the Obligations.
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4. LIQUIDATION, RECAPITALIZATION, ETC.
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4.1 DISTRIBUTIONS PAID TO AGENT. Any sums or other property paid
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or distributed upon or with respect to any of the Stock, whether by
dividend or redemption or upon the liquidation or dissolution of the issuer
thereof or otherwise, shall, except to the limited extent provided in (S)6,
be paid over and delivered to the Agent to be held by the Agent, for the
benefit of the Banks and the Agent, as security for the payment and
performance in full of all of the Obligations. In case, pursuant to the
recapitalization or reclassification of the capital of the issuer thereof
or pursuant to the reorganization thereof, any distribution of capital
shall be made on or in respect of any of the Stock or any property shall be
distributed upon or with respect to any of the Stock, the property so
distributed shall be delivered to the Agent, for the benefit of the Banks
and the Agent, to be held by it as security for the Obligations. Except to
the limited extent provided in (S)6, all sums of money and property paid or
distributed in respect of the Stock, whether as a dividend or upon such a
liquidation, dissolution, recapitalization or reclassification or
otherwise, that are received by the Company shall, until paid or delivered
to the Agent, be held in trust for the Agent, for the benefit of the Banks
and the Agent, as security for the payment and performance in full of all
of the Obligations.
4.2 CASH COLLATERAL ACCOUNT. All sums of money that are delivered
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to the Agent pursuant to this (S)4 shall be deposited into an interest
bearing account with the Agent (the "Cash Collateral Account"). Some or all
of the funds from time to time in the Cash Collateral Account may be
invested in time deposits, including, without limitation, certificates of
deposit issued by the Agent (such certificates of deposit or other time
deposits being hereinafter referred to, collectively, as "Time Deposits"),
that are satisfactory to the Agent after consultation with the Company,
provided, that, in each such case, arrangements satisfactory to the Agent
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are made and are in place to perfect and to insure the first priority of
the Agent's security interest therein. Interest earned on the Cash
Collateral Account and on the Time Deposits, and the principal of the Time
Deposits at maturity that is not invested in new Time Deposits, shall be
deposited in the Cash Collateral Account. The Cash Collateral Account, all
sums from time to time standing to the credit of the Cash Collateral
Account, any and all Time Deposits, any and all instruments or other
writings evidencing Time Deposits and any and all proceeds or any thereof
are hereinafter referred to as the "Cash Collateral."
4.3 COMPANY'S RIGHTS TO CASH COLLATERAL, ETC. Except as otherwise
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expressly provided in (S)15, the Company shall have no right to withdraw
sums from the Cash Collateral Account, to receive any of the Cash
Collateral or to require the Agent to part with the Agent's possession of
any instruments or other writings evidencing any Time Deposits.
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5. WARRANTY OF TITLE; AUTHORITY. The Company hereby represents and
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warrants that: (a) the Company has good and marketable title to, and is the sole
record and beneficial owner of, the Stock described in (S)1, subject to no
pledges, liens, security interests, charges, options, restrictions or other
encumbrances except the pledge and security interest created by this Agreement,
(b) all of the Stock described in (S)1 is validly issued, fully paid and non-
assessable, (c) the Company has full power, authority and legal right to
execute, deliver and perform its obligations under this Agreement and to pledge
and grant a security interest in all of the Stock Collateral pursuant to this
Agreement, and the execution, delivery and performance hereof and the pledge of
and granting of a security interest in the Stock Collateral hereunder have been
duly authorized by all necessary corporate or other action and do not contravene
any law, rule or regulation or any provision of the Company's charter documents
or by-laws or of any judgment, decree or order of any tribunal or of any
agreement or instrument to which the Company is a party or by which it or any of
its property is bound or affected or constitute a default thereunder, and (d)
the information set forth in Annex A hereto relating to the Stock is true,
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correct and complete in all respects. The Company covenants that it will defend
the rights of the Banks and the Agent and security interest of the Agent, for
the benefit of the Banks and the Agent, in such Stock against the claims and
demands of all other persons whomsoever. The Company further covenants that it
will have the like title to and right to pledge and grant a security interest in
the Stock Collateral hereafter pledged or in which a security interest is
granted to the Agent hereunder and will likewise defend the rights, pledge and
security interest thereof and therein of the Banks and the Agent.
6. DIVIDENDS, VOTING, ETC., PRIOR TO MATURITY. So long as no Event of
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Default shall have occurred and be continuing, the Company shall be entitled to
receive all cash dividends paid in respect of the Stock, to vote the Stock and
to give consents, waivers and ratifications in respect of the Stock; provided,
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however, that no vote shall be cast or consent, waiver or ratification given by
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the Company if the effect thereof would in the reasonable judgment of the
Majority Banks impair any of the Stock Collateral or be inconsistent with or
result in any violation of any of the provisions of the Credit Agreement, the
Notes or any of the other Loan Documents. All such rights of the Company to
receive cash dividends shall cease in case an Event of Default shall have
occurred and be continuing. All such rights of the Company to vote and give
consents, waivers and ratifications with respect to the Stock shall, at the
Agent's option, as evidenced by the Agent's notifying the Company of such
election, cease in case an Event of Default shall have occurred and be
continuing.
7. REMEDIES.
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7.1 IN GENERAL. If an Event of Default shall have occurred and be
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continuing, the Agent shall thereafter have the following rights and
remedies (to the extent permitted by applicable law) in addition to the
rights and remedies of a secured party under the Uniform Commercial Code of
the Commonwealth of Massachusetts, all such rights and remedies being
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cumulative, not exclusive, and enforceable alternatively, successively or
concurrently, at such time or times as the Agent deems expedient:
(a) if the Agent so elects and gives notice of such election to
the Company, the Agent may vote any or all shares of the Stock
(whether or not the same shall have been transferred into its name or
the name of its nominee or nominees) for any lawful purpose,
including, without limitation, if the Agent so elects, for the
liquidation of the assets of the issuer thereof, and give all
consents, waivers and ratifications in respect of the Stock and
otherwise act with respect thereto as though it were the outright
owner thereof (the Company hereby irrevocably constituting and
appointing the Agent the proxy and attorney-in-fact of the Company,
with full power of substitution, to do so);
(b) the Agent may demand, xxx for, collect or make any
compromise or settlement the Agent deems suitable in respect of any
Stock Collateral;
(c) the Agent may sell, resell, assign and deliver, or otherwise
dispose of any or all of the Stock Collateral, for cash or credit or
both and upon such terms at such place or places, at such time or
times and to such entities or other persons as the Agent thinks
expedient, all without demand for performance by the Company or any
notice or advertisement whatsoever except as expressly provided herein
or as may otherwise be required by law;
(d) the Agent may cause all or any part of the Stock held by it
to be transferred into its name or the name of its nominee or
nominees; and
(e) the Agent may set off against the Obligations any and all
sums deposited with it or held by it, including without limitation,
any sums standing to the credit of the Cash Collateral Account and any
Time Deposits issued by the Agent.
7.2 SALE OF STOCK COLLATERAL. In the event of any disposition of the
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Stock Collateral as provided in clause (c) of (S)7.1, the Agent shall give
to the Company at least ten (10) Business Days prior written notice of the
time and place of any public sale of the Stock Collateral or of the time
after which any private sale or any other intended disposition is to be
made. The Company hereby acknowledges that ten (10) Business Days prior
written notice of such sale or sales shall be reasonable notice. The Agent
may enforce its rights hereunder without any other notice and without
compliance with any other condition precedent now or hereunder imposed by
statute, rule of law or otherwise (all of which are hereby expressly waived
by the Company, to the fullest extent permitted by law). The Agent may buy
any part or all of the Stock Collateral at any public sale and if any part
or all of the Stock
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Collateral is of a type customarily sold in a recognized market or is of
the type which is the subject of widely-distributed standard price
quotations, the Agent may buy at private sale and may make payments thereof
by any means. The Agent may apply the cash proceeds actually received from
any sale or other disposition to the reasonable expenses of retaking,
holding, preparing for sale, selling and the like, to reasonable attorneys'
fees, travel and all other expenses which may be incurred by the Agent in
attempting to collect the Obligations or to enforce this Agreement or in
the prosecution or defense of any action or proceeding related to the
subject matter of this Agreement, and then to the Obligations pursuant to
the Credit Agreement or in the order set forth in such order or preference
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as the Agent may determine after proper allowance for Obligations not then
due. Only after such applications, and after payment by the Agent of any
amount required by (S)9-504(1)(c) of the Uniform Commercial Code of the
Commonwealth of Massachusetts, need the Agent account to the Company for
any surplus. To the extent that any of the Obligations are to be paid or
performed by a person other than the Company, the Company waives and agrees
not to assert any rights or privileges which it may have under (S)9-112 of
the Uniform Commercial Code of the Commonwealth of Massachusetts.
7.3 PRIVATE SALES. The Company recognizes that the Agent may be
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unable to effect a public sale of the Stock by reason of certain
prohibitions contained in the Securities Act, federal banking laws, and
other applicable laws, but may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers. The Company
agrees that any such private sales may be at prices and other terms less
favorable to the seller than if sold at public sales and that such private
sales shall not by reason thereof be deemed not to have been made in a
commercially reasonable manner. The Agent shall be under no obligation to
delay a sale of any of the Stock for the period of time necessary to permit
the issuer of such securities to register such securities for public sale
under the Securities Act, or such other federal banking or other applicable
laws, even if the issuer would agree to do so. Subject to the foregoing,
the Agent agrees that any sale of the Stock shall be made in a commercially
reasonable manner, and the Company agrees to use its best efforts to cause
the issuer or issuers of the Stock contemplated to be sold, to execute and
deliver, and cause the directors and officers of such issuer to execute and
deliver, all at the Company's expense, all such instruments and documents,
and to do or cause to be done all such other acts and things as may be
necessary or, in the reasonable opinion of the Agent, advisable to exempt
such Stock from registration under the provisions of the Securities Act,
and to make all amendments to such instruments and documents which, in the
opinion of the 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 Company further
agrees to use its best efforts to cause such issuer or issuers to comply
with the provisions of the securities or "Blue Sky" laws of any
jurisdiction which the Agent shall
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designate and, if required, to cause such issuer or issuers 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 11(a) of the Securities Act.
7.4 COMPANY'S AGREEMENTS, ETC. The Company further agrees to do or
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cause to be done all such other acts and things as may be reasonably
necessary to make any sales of any portion or all of the Stock pursuant to
this (S)7 valid and binding and in compliance with any and all applicable
laws, regulations, orders, writs, injunctions, decrees or awards of any and
all courts, arbitrators or governmental instrumentalities, domestic or
foreign, having jurisdiction over any such sale or sales, all at the
Company's expense. The Company further agrees that a breach of any of the
covenants contained in this (S)7 will cause irreparable injury to the Agent
and the Banks, that the Agent and the Banks have no adequate remedy at law
in respect of such breach and, as a consequence, agrees that each and every
covenant contained in this (S)7 shall be specifically enforceable against
the Company by the Agent and the Company hereby waives and agrees not to
assert any defenses against an action for specific performance of such
covenants.
8. MARSHALLING. Neither the Agent nor any Bank shall be required to
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marshal any present or future collateral security for (including but not limited
to this Agreement and the Stock Collateral), or other assurances of payment of,
the Obligations or any of them, or to resort to such collateral security or
other assurances of payment in any particular order. All of the Agent's rights
hereunder and of the Banks and the Agent in respect of such collateral security
and other assurances of payment shall be cumulative and in addition to all other
rights, however existing or arising. To the extent that it lawfully may, the
Company hereby agrees that it will not invoke any law relating to the
marshalling of collateral that might cause delay in or impede the enforcement of
the Agent's rights under this Agreement or under any other instrument evidencing
any of the Obligations or under which any of the Obligations is outstanding or
by which any of the Obligations is secured or payment thereof is otherwise
assured, and to the extent that it lawfully may the Company hereby irrevocably
waives the benefits of all such laws.
9. COMPANY'S OBLIGATIONS NOT AFFECTED. The obligations of the Company
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hereunder shall remain in full force and effect without regard to, and shall not
be impaired by (a) any exercise or nonexercise, or any waiver, by the Agent or
any Bank of any right, remedy, power or privilege under or in respect of any of
the Obligations or any security thereof (including this Agreement); (b) any
amendment to or modification of the Credit Agreement, the Note, the other Loan
Documents or any of the Obligations; (c) any amendment to or modification of any
instrument (other than this Agreement) securing any of the Obligations,
including, without limitation, any of the Security Documents; or (d) the taking
of additional security for, or any other assurances of payment of, any of the
Obligations or the release or discharge or termination of any security or other
assurances of payment or
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performance for any of the Obligations; whether or not the Company shall have
notice or knowledge of any of the foregoing.
10. TRANSFER, ETC., BY COMPANY. Without the prior written consent of the
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Agent, the Company will not sell, assign, transfer or otherwise dispose of,
grant any option with respect to, or pledge or grant any security interest in or
otherwise encumber or restrict any of the Stock Collateral or any interest
therein, except for the pledge thereof and security interest therein provided
for in this Agreement.
11. FURTHER ASSURANCES. The Company will do all such acts, and will
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furnish to the Agent all such financing statements, certificates, legal opinions
and other documents and will obtain all such governmental consents and corporate
approvals and will do or cause to be done all such other things as the Agent may
reasonably request from time to time in order to give full effect to this
Agreement and to secure the rights of the Banks and the Agent hereunder, all
without any cost or expense to the Agent or any Bank. If the Agent so elects, a
photocopy of this Agreement may at any time and from time to time be filed by
the Agent as a financing statement in any recording office in any jurisdiction.
12. AGENT'S EXONERATION. Under no circumstances shall the Agent be deemed
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to assume any responsibility for or obligation or duty with respect to any part
or all of the Stock Collateral of any nature or kind or any matter or
proceedings arising out of or relating thereto, other than (i) to exercise
reasonable care in the physical custody of the Stock Collateral and (ii) after
an Event of Default shall have occurred and be continuing to act in a
commercially reasonable manner. Neither the Agent nor any Bank shall be required
to take any action of any kind to collect, preserve or protect its or the
Company's rights in the Stock Collateral or against other parties thereto. The
Agent's prior recourse to any part or all of the Stock Collateral shall not
constitute a condition of any demand, suit or proceeding for payment or
collection of any of the Obligations.
13. NO WAIVER, ETC. Neither this Agreement nor any term hereof may be
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changed, waived, discharged or terminated except by a written instrument
expressly referring to this Agreement and to the provisions so modified or
limited, and executed by the Agent, with the consent of the Majority Banks, and
the Company. No act, failure or delay by the Agent shall constitute a waiver of
its rights and remedies hereunder or otherwise. No single or partial waiver by
the Agent of any default or right or remedy that it may have shall operate as a
waiver of any other default, right or remedy or of the same default, right or
remedy on a future occasion. The Company hereby waives presentment, notice of
dishonor and protest of all instruments, included in or evidencing any of the
Obligations or the Stock Collateral, and any and all other notices and demands
whatsoever (except as expressly provided herein or in the Credit Agreement).
14. NOTICE, ETC. All notices, requests and other communications hereunder
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shall be made in the manner set forth in (S)14 of the Credit Agreement.
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15. TERMINATION. Upon final payment and performance in full of the
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Obligations, this Agreement shall terminate and the Agent shall, at the
Company's request and expense, return such Stock Collateral in the possession or
control of the Agent as has not theretofore been disposed of pursuant to the
provisions hereof, together with any moneys and other property at the time held
by the Agent hereunder.
16. OVERDUE AMOUNTS. Until paid, all amounts due and payable by the
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Company hereunder shall be a debt secured by the Stock Collateral and shall
bear, whether before or after judgment, interest at the rate of interest for
overdue principal set forth in the Credit Agreement.
17. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT IS INTENDED TO
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TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. The Company
agrees that any suit for the enforcement of this Agreement may be brought in the
courts of the Commonwealth of Massachusetts or any federal court sitting therein
and consents to the non-exclusive jurisdiction of such court and to service of
process in any such suit being made upon the Company by mail at the address
specified in signature page of the Credit Agreement. The Company hereby waives
any objection that it may now or hereafter have to the venue of any such suit or
any such court or that such suit is brought in an inconvenient court.
18. WAIVER OF JURY TRIAL. THE COMPANY WAIVES ITS RIGHT TO A JURY TRIAL
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WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION
WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF
ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, the Company waives
any right which it may have to claim or recover in any litigation referred to in
the preceding sentence any special, exemplary, punitive or consequential damages
or any damages other than, or in addition to, actual damages. The Company (a)
certifies that neither the Agent or any Bank nor any representative, agent or
attorney of the Agent or any Bank has represented, expressly or otherwise, that
the Agent or any Bank would not, in the event of litigation, seek to enforce the
foregoing waivers and (b) acknowledges that, in entering into the Credit
Agreement and the other Loan Documents to which the Agent is a party, the Agent
and the Banks are relying upon, among other things, the waivers and
certifications contained in this (S)18.
19. MISCELLANEOUS. The headings of each section of this Agreement are for
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convenience only and shall not define or limit the provisions thereof. This
Agreement and all rights and obligations hereunder shall be binding upon the
Company and its respective successors and assigns, and shall inure to the
benefit of the Agent and the Banks and their respective successors and assigns.
If any term of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity of all other terms hereof shall be in no way
affected thereby, and this Agreement shall be construed and be enforceable as if
such invalid, illegal or unenforceable term had
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not been included herein. The Company acknowledges receipt of a copy of this
Agreement.
IN WITNESS WHEREOF, intending to be legally bound, the Company and the
Agent have caused this Agreement to be executed as of the date first above
written.
SALESLINK CORPORATION
By: _______________________________
Title:
BANKBOSTON, N.A. (f/k/a The First
National Bank of Boston), as Agent
By: _______________________________
Title:
The undersigned Subsidiaries hereby join in the above Agreement for the
sole purpose of consenting to and being bound by the provisions of (S)(S)4.1, 6
and 7 thereof, the undersigned hereby agreeing to cooperate fully and in good
faith with the Agent and the Company in carrying out such provisions.
PACIFIC DIRECT MARKETING CORP.
By: _______________________________
Title:
ANNEX A TO PLEDGE AGREEMENT
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None of the issuers has any authorized, issued or outstanding shares of its
capital stock of any class or any commitments to issue any shares of its capital
stock of any class or any securities convertible into or exchangeable for any
shares of its capital stock of any class except as otherwise stated in this
Annex A.
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Number of Number of Number of Par or
Record Class of Authorized Issued Outstanding Liquidation
Issuer Owner Shares Shares Shares Shares Value
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Pacific SalesLink
Direct Corporation
Marketing
Corp.
