Prepared by R.R. Donnelley Financial -- Share Pledge Agreement by 1328158 Ontario Inc.
Exhibit 4.25
SHARE PLEDGE AGREEMENT
THIS SHARE PLEDGE AGREEMENT (together with all amendments,
modifications, supplements, restatements or replacements thereof from time to time, this “Pledge Agreement”), dated as of August 1, 2002, made by 1328158 Ontario Inc., a corporation existing under the laws of Ontario (the
“Pledgor”), in favour of CONGRESS FINANCIAL CORPORATION (CANADA) an Ontario corporation, as Collateral Agent (together with its successors and assigns, the “Collateral Agent”) on behalf of the Lender (as defined below) under the
Loan Agreement (as defined below).
WITNESSETH:
WHEREAS Lender has entered into certain financing arrangements pursuant to the Loan Agreement (as defined below) with Borrower pursuant to which Lender has made, and may
make, loans and provide other financial accommodations to Borrower;
AND WHEREAS Pledgor has guaranteed the
obligations of Borrower to Lender under the Loan Agreement, pursuant to a Guarantee (as defined below) executed by Pledgor and delivered to Collateral Agent, as security for the obligations of Borrower to Lender under the Loan Agreement;
AND WHEREAS pursuant to the terms of the Loan Agreement, Borrower has agreed not to, and not to permit any
Obligor to, form or acquire any subsidiaries or to sell any of its assets to any other Person, without the prior written consent of Lender;
AND WHEREAS Pledgor is an Obligor, and Pledgor intends to create a new subsidiary under the laws of Hong Kong and to transfer the assets of Mad Catz (Asia) Limited to such new subsidiary (the
“Transaction”), subject to the consent of Lender;
AND WHEREAS Lender has agreed to consent to the
Transaction provided that Pledgor executes and delivers the Guarantee, in form satisfactory to Lender, and this Pledge Agreement to secure the Obligations of Pledgor to Lender under the Guarantee;
NOW THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree, as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 Certain Terms. The following terms (whether or not underscored) when used in this Pledge Agreement, including its preamble and recitals, shall have
the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):
“BIA” means the Bankruptcy and Insolvency Act (Canada).
“Borrower” shall mean Mad Catz, Inc., a Delaware corporation, and its successors and assigns.
“Business Day” shall mean a day (other than a Saturday,
Sunday or statutory holiday in Ontario, Illinois or New York) on which Collateral Agent’s Toronto office and banks in Chicago and New York City are open for business in the normal course.
“CCAA” means the Companies’ Creditors Arrangement Act (Canada).
“Collateral” is defined in Section 2.1.
“Discharge Event” means the indefeasible payment in full of all Obligations.
“Distributions” means all stock dividends, liquidating dividends, shares of stock resulting from (or in connection with the exercise of) stock splits, reclassifications, warrants, options,
non-cash dividends, amalgamations, mergers, consolidations, and all other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Pledged Shares or other shares of capital stock constituting Collateral, but shall not
include Dividends.
“Dividends” means cash dividends and cash distributions with respect
to any Pledged Shares made in the ordinary course of business and not a liquidating dividend.
“Event of Default” shall mean the occurrence or existence of any Event of Default under the Loan Agreement.
“Financing Agreements” shall mean, collectively, the Loan Agreement, this Pledge Agreement, the Guarantee and all notes, guarantees, security agreements and other agreements, documents and
instruments now or at any time hereafter executed and/or delivered by Borrower, Pledgor or any other Person in connection with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplements, extended, renewed, restated
or replaced.
“Guarantee” shall mean the guarantee dated as of the date hereof, pursuant
to which Pledgor guaranteed in favour of Lender all of the debts, liabilities and obligations of Borrower.
“Lender” shall mean Congress Financial Corporation (Central), an Illinois corporation, and its successors and assigns.
“Loan Agreement” shall mean the First Amended and Restated Loan Agreement dated September 5, 2001, between Lender, as lender and as US Collateral Agent (as defined therein), and Borrower,
together with all amendments, supplements, restatements and replacements thereof from time to time.
“Obligations” shall mean any and all obligations, liabilities and indebtedness of every kind, nature and description owing by Pledgor to Collateral Agent, Lender and/or any of their respective affiliates, including
principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under the Loan Agreement, this Pledge Agreement, any guarantee (including the Guarantee) or
otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of this Agreement or after the commencement of any proceeding with respect to Pledgor under the BIA, the CCAA or any
similar statute in any jurisdiction (including, the payment of interest and other amounts which would accrue and become due but for the commencement of such proceeding, whether or not such amounts are allowed or allowable in whole or in part in such
proceeding), whether direct or indirect, absolute or contingent, joint or
2
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