Exhibit 1.7
FORM OF
SUBSIDIARY STOCK PLEDGE AGREEMENT
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THIS SUBSIDIARY STOCK PLEDGE AGREEMENT (this
"Agreement"), dated as of August 22, 1997, is executed by and
between [PLEDGOR], a corporation organized under the laws of the
_________ of ___________ (the "Pledgor"), and Union Bank of
California, N.A., as "Agent" for itself and for the other
"Secured Parties" under the "Credit Agreement" (as such terms are
defined below).
W I T N E S S E T H:
WHEREAS, American Eco Funding Corp. (the "Borrower")
has entered into a certain Credit and Guaranty Agreement dated as
of August 22, 1997 with American Eco Corporation, as guarantor of
the Borrower's obligations thereunder, the institutions from time
to time party thereto as lenders (the "Lenders"), the
institutions from time to time party thereto as issuing banks
(the "Issuing Banks"), and Union Bank of California, N.A., as
agent (in such capacity, the "Agent") for the Lenders and the
Issuing Banks (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the "Credit Agreement";
unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to them in the Credit
Agreement), pursuant to which the Lenders have agreed, subject to
certain conditions precedent, to make Loans to the Borrower from
time to time and the Issuing Banks have agreed, subject to
certain conditions precedent, to issue Letters of Credit for the
account of the Borrower from time to time;
WHEREAS, the Pledgor and the Borrower are each directly
or indirectly owned by American Eco Corporation;
WHEREAS, the Pledgor will benefit from the credit
extended to the Borrower pursuant to the Credit Agreement because
it will be used, among other things, to repay indebtedness of the
Pledgor and to finance certain of the Pledgor's ongoing
operations;
WHEREAS, the Pledgor has entered into one or more
Guaranty and Security Agreements, each of even date herewith
(collectively, as amended, supplemented or otherwise modified
from time to time, the "Pledgor's Guaranties"), pursuant to which
the Pledgor has agreed to guaranty the obligations of the
Borrower under the Credit Agreement;
WHEREAS, the Pledgor owns all or substantially all of
the issued and outstanding capital stock of the Persons
identified on Exhibit A attached hereto (collectively, the
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"Corporations"); and
WHEREAS, the Agent and the Lenders have required, as a
condition to their entering into the Credit Agreement and
extending credit to the Pledgor under the terms of the Credit
Agreement, that the Pledgor execute and deliver this Agreement to
the Agent in order to secure the Pledgor's obligations under the
Pledgor's Guaranties;
NOW, THEREFORE, for and in consideration of the
foregoing and of each extension of credit now or hereafter made,
given or granted to or for the direct or indirect benefit of the
Borrower by the Agent, the Lenders or the Issuing Banks, or any
of them, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Pledgor and the Agent hereby agree as follows:
1. Pledge. The Pledgor hereby pledges to the Agent,
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for the benefit of the Agent and the Secured Parties, and grants
to the Agent, for the benefit of the Agent and the Secured
Parties, a security interest in, the following (collectively, the
"Pledged Collateral"):
(a) the shares of the capital stock of each of the
Corporations, now or at any time or times hereafter owned by
the Pledgor, and the certificates representing the shares of
such capital stock (as identified on Exhibit A attached
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hereto and made a part hereof), all options and warrants for
the purchase of shares of the stock of each of the
Corporations now or hereafter held in the name of the
Pledgor (all of said capital stock, options and warrants and
all capital stock held in the name of the Pledgor as a
result of the exercise of such options or warrants being
hereinafter collectively referred to as the "Pledged
Stock"), herewith delivered to the Agent accompanied by
stock powers in the form of Exhibit B attached hereto and
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made a part hereof (the "Powers") duly executed in blank,
and all dividends, cash, instruments and other property from
time to time received, receivable or otherwise distributed
in respect of, or in exchange for, any or all of the Pledged
Stock;
(b) all additional shares of stock of each of the
Corporations from time to time acquired by the Pledgor in
any manner, and the certificates representing such
additional shares (any such additional shares shall
constitute part of the Pledged Stock), and all options,
warrants, dividends, cash, instruments and other rights and
options from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of
such shares;
(c) the property and interests in property described
in Section 2 below; and
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(d) all proceeds of the foregoing,
to secure the prompt payment, performance and observance of the
Obligations.
2. Pledged Collateral Adjustments. If, during the
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term of this Agreement,
(a) any stock dividend, reclassification, readjustment
or other change is declared or made in the capital structure
of any of the Corporations, or any option included within
the Pledged Collateral is exercised, or both, or
(b) any subscription warrant(s) or any other right(s)
or option(s) shall be issued in connection with the Pledged
Collateral,
then all new, substituted and additional shares, warrants,
rights, options and other securities issued by reason of any of
the foregoing shall be immediately delivered to and held by the
Agent under the terms of this Agreement and shall constitute
Pledged Collateral hereunder; provided, however, that nothing
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contained in this Section 2 shall be deemed to permit any stock
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dividend, issuance of additional stock, warrants, rights or
options, reclassification, readjustment or other change in the
capital structure of any of the Corporations which is not
expressly permitted in the Credit Agreement and further provided
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that the Pledgor's failure to so deliver such property to the
Agent shall in no way affect the security interest granted
therein as hereinabove provided.
3. Uncertificated Securities; Pledged Collateral not
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Capable of Being Delivered. (a) If any of the Pledged Collateral
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(whether now owned or hereafter acquired) constitutes
"uncertificated securities" under the Uniform Commercial Code,
the Pledgor shall promptly notify the Agent thereof and shall
promptly take all actions required to take control of and
otherwise perfect the security interest of the Agent in such
Pledged Collateral under applicable law (including, without
limitation, under Sections 8-106 and 9-115 of the Uniform
Commercial Code). The Pledgor further agrees to take such
actions as the Agent deems necessary or desirable to effect the
foregoing and to permit the Agent to exercise any of its rights
and remedies hereunder, and agrees to provide an opinion of
counsel satisfactory to the Agent with respect to any such pledge
of uncertificated securities promptly upon the request of the
Agent. Without limiting the generality of the foregoing, the
Pledgor shall, promptly upon the request of the Agent, (i)
procure the issuance of security certificates to represent such
Pledged Collateral and endorse and deliver such certificates to
the Agent to be held under the terms of this Agreement, (ii)
cause the issuer thereof to register the Agent as the registered
owner of such securities or (iii) cause the issuer thereof to
enter into an agreement, in form and substance satisfactory to
the Agent, among the Agent, the registered owner of such
securities and the issuer thereof to the effect that the issuer
will comply with instructions originated by the Agent without
further consent by the registered owner.
(b) If any Pledged Collateral is not securities and is
not capable of being delivered, the Pledgor shall deliver to the
Agent such financing statements or other instruments as are
deemed necessary by the Agent to enable it to perfect its
security interest in such Pledged Collateral under applicable
law.
4. Subsequent Changes Affecting Pledged Collateral.
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The Pledgor represents and warrants that it has made its own
arrangements for keeping itself informed of changes and potential
changes affecting the Pledged Collateral (including, but not
limited to, rights to convert, rights to subscribe, payment of
dividends, reorganization and other exchanges, tender offers and
voting rights), and the Pledgor agrees that neither the Agent nor
any of the Secured Parties shall have any obligation to inform
the Pledgor of any such changes or potential changes or to take
any action or omit to take any action with respect thereto. The
Agent may, after the occurrence of an Event of Default, without
notice and at its option, transfer or register the Pledged
Collateral or any part thereof into its or its nominee's name
with or without any indication that such Pledged Collateral is
subject to the security interest hereunder. In addition, the
Agent may at any time exchange certificates or instruments
representing or evidencing the Pledged Stock for certificates or
instruments of smaller or larger denominations.
5. Representations and Warranties. The Pledgor
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represents and warrants as follows:
(a) The Pledgor is the sole legal and beneficial owner
of the Pledged Collateral (including, without limitation,
the percentage of the issued and outstanding capital stock
of each Corporation which is set forth opposite the name of
such Corporation on Exhibit A), free and clear of any Lien
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except for the security interest created by this Agreement.
(b) All of the Pledged Stock has been duly authorized,
validly issued and is fully paid and non-assessable.
(c) The Pledgor has full corporate power and authority
to enter into this Agreement.
(d) There are no restrictions upon the voting rights
associated with, or upon the transfer of, any of the Pledged
Collateral (except as may be required in connection with
such disposition by laws affecting the offering and sale of
securities generally).
(e) The Pledgor has the right to vote, pledge and
grant a security interest in or otherwise transfer the
Pledged Collateral free of any Liens.
(f) No authorization, approval, or other action by,
and no notice to or filing with, any governmental authority
or regulatory body is required for the pledge of the Pledged
Collateral pursuant to this Agreement or for the execution,
delivery or performance of this Agreement by the Pledgor.
(g) The pledge of the Pledged Collateral pursuant to
this Agreement creates a valid and perfected first priority
security interest in the Pledged Collateral, in favor of the
Agent for the benefit of the Agent and the Secured Parties,
securing the payment and performance of the Obligations.
(h) The Powers are duly executed and give the Agent
the authority they purport to confer.
The representations and warranties set forth in this
Section 5 shall survive the execution and delivery of this
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Agreement.
6. Voting Rights. During the term of this Agreement,
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and except as provided in the next sentence of this Section 6,
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the Pledgor shall have the right to vote the Pledged Stock on all
corporate questions in a manner not inconsistent with the terms
of this Agreement, the Credit Agreement and any other agreement,
instrument or document executed pursuant thereto or in connection
therewith. After the occurrence of an Event of Default, the
Agent may, at the Agent's option and following written notice
from the Agent to the Pledgor, exercise all voting powers
pertaining to the Pledged Collateral, including the right to take
shareholder action by written consent, and the Pledgor hereby
irrevocably constitutes and appoints the Agent as the Pledgor's
proxy and attorney-in-fact, with full power of substitution, to
do so. This proxy shall be irrevocable and shall continue until
the termination of this Agreement in accordance with Section 12.
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7. Dividends and Other Distributions. (a) So long as
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no Event of Default shall have occurred or would result
therefrom:
(i) subject to Section 2 hereof, the Pledgor shall be
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entitled to receive and retain all dividends and interest paid in
respect of the Pledged Collateral unless any such dividend or
interest is not permitted to be paid under the terms of the
Credit Agreement; and
(ii) the Agent shall execute and deliver (or cause to
be executed and delivered) to the Pledgor all such proxies and
other instruments as the Pledgor may reasonably request for the
purpose of enabling the Pledgor to receive the dividends or
interest payments which it is authorized to receive and retain
pursuant to clause (i) above.
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(b) After the occurrence of an Event of Default, or if
any of the following would result in an Event of Default if paid
to the Pledgor:
(i) all rights of the Pledgor to receive dividends and
interest payments in respect of the Pledged Collateral shall
cease, and all such rights shall thereupon become vested in the
Agent, for the benefit of the Agent and the Secured Parties,
which shall thereupon have the sole right to receive and hold as
Pledged Collateral such dividends and interest payments; and
(ii) all dividends and interest payments which are
received by the Pledgor contrary to the provisions of clause (i)
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of this Section 7(b) shall be received in trust for the Agent,
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for the benefit of the Agent and the Secured Parties, shall be
segregated from other funds of the Pledgor and shall be paid over
immediately to the Agent as Pledged Collateral in the same form
as so received (with any necessary indorsements).
8. Transfers and Other Liens. The Pledgor agrees that
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it will not (a) sell or otherwise dispose of, or grant any option
with respect to, any of the Pledged Collateral without the prior
written consent of the Agent, unless such sale, disposition or
option is expressly authorized under the Credit Agreement, or (b)
create or permit to exist any Lien upon or with respect to any of
the Pledged Collateral, except for the security interest under
this Agreement.
9. Remedies. (a) The Agent shall have, in addition
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to any other rights given under this Agreement or by law, all of
the rights and remedies with respect to the Pledged Collateral of
a secured party under the Uniform Commercial Code as in effect in
the State of New York or any other relevant jurisdiction. In
addition, after the occurrence of an Event of Default, the Agent
shall have such powers of sale and other powers as may be
conferred by applicable law. With respect to the Pledged
Collateral or any part thereof which shall then be in or shall
thereafter come into the possession or custody of the Agent or
which the Agent shall otherwise have the ability to transfer
under applicable law, the Agent may, in its sole discretion,
without notice except as specified below, after the occurrence of
an Event of Default, sell or cause the same to be sold at any
exchange, broker's board or at public or private sale, in one or
more sales or lots, at such price as the Agent may deem best, for
cash or on credit or for future delivery, without assumption of
any credit risk, and the purchaser of any or all of the Pledged
Collateral so sold shall thereafter own the same, absolutely free
from any claim, encumbrance or right of any kind whatsoever. The
Agent and each of the Secured Parties may, in its own name or in
the name of a designee or nominee, buy the Pledged Collateral at
any public sale and, if permitted by applicable law, buy the
Pledged Collateral at any private sale. The Pledgor will pay to
the Agent all reasonable expenses (including, without limitation,
court costs and reasonable attorneys' and paralegals' fees and
expenses) of, or incident to, the enforcement of any of the
provisions hereof. The Agent agrees to distribute any proceeds
of the sale of the Pledged Collateral or any other realization
upon the Pledged Collateral in accordance with the Credit
Agreement and the Pledgor shall remain liable for any deficiency
following the sale of the Pledged Collateral or any other
realization upon the Pledged Collateral.
(b) Unless any of the Pledged Collateral threatens to
decline speedily in value or is or becomes of a type sold on a
recognized market, the Agent will give the Pledgor reasonable
notice of the time and place of any public sale thereof, or of
the time after which any private sale or other intended
disposition is to be made. Any sale of the Pledged Collateral
conducted in conformity with reasonable commercial practices of
banks, commercial finance companies, insurance companies or other
financial institutions disposing of property similar to the
Pledged Collateral shall be deemed to be commercially reasonable.
Notwithstanding any provision to the contrary contained herein,
any requirements of reasonable notice shall be met if such notice
is received by the Pledgor as provided in Section 19 below at
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least five (5) business days before the time of the sale or
disposition. Any other requirement of notice, demand or
advertisement for sale is waived, to the extent permitted by law.
(c) If, at the original time or times appointed for
the sale of the whole or any part of the Pledged Collateral, the
highest bid, if there be but one sale, shall be inadequate to
discharge in full all the Obligations, or if the Pledged
Collateral be offered for sale in lots, if at any of such sales,
the highest bid for the lot offered for sale would indicate to
the Agent, in its discretion, the unlikelihood of the proceeds of
the sales of the whole of the Pledged Collateral being sufficient
to discharge all the Obligations, or if applicable law would
permit postponement or postponements of sale for any other
reason, then the Agent may, on one or more occasions and in its
discretion, postpone any of said sales by public announcement at
the time of sale or the time of previous postponement of sale,
and no other notice of such postponement or postponements of sale
need be given, any other notice being hereby waived; provided,
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however, that any sale or sales made after such postponement
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shall be after five (5) business days' notice to the Pledgor.
(d) (i) The Pledgor shall, upon the request of the
Agent, at Pledgor's expense, execute and deliver, and cause each
Corporation and its respective officers and directors to execute
and deliver, all such instruments and documents, and do or cause
to be done all such other acts and things, as may be necessary
or, in the opinion of the Agent, the Pledgor or its or their
counsel, advisable to register the applicable Pledged Collateral
under the provisions of the Securities Act of 1933, as amended
(the "Securities Act") and to exercise its best efforts to cause
the registration statement relating thereto to become effective
and to remain effective for such period as prospectuses are
required by law to be furnished, and to make all amendments and
supplements thereto and to the related prospectus which, in the
opinion of the Agent, the Pledgor or its or their counsel, 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;
(ii) The Pledgor shall, upon the request of the Agent,
at the Pledgor's expense, use its best efforts to qualify the
Pledged Collateral under state securities or "Blue Sky" laws and
to obtain all necessary governmental approvals for the sale of
the Pledged Collateral, as requested by the Agent;
(iii) The Pledgor shall, upon the request of the
Agent, at the Pledgor's expense, cause the Corporations (or any
of them) to make available to the holders of its securities, as
soon as practicable, earnings statements which will satisfy the
provisions of Section 11(a) the Securities Act; and
(iv) The Pledgor shall, upon the request of the Agent,
at the Pledgor's expense, do or cause to be done all such other
acts and things as may be necessary to make such sale of the
Pledged Collateral or any part thereof valid and binding and in
compliance with applicable law.
The Pledgor will reimburse the Agent for all expenses incurred by
the Agent, including, without limitation, reasonable attorneys'
and accountants' fees and expenses in connection with the
foregoing. Upon or at any time after the occurrence of an Event
of Default, if the Agent determines that, prior to any [public
offering] of any securities constituting part of the Pledged
Collateral, such securities should be registered under the
Securities Act and/or registered or qualified under any other
federal or state law and such registration and/or qualification
is not practicable, then the Pledgor agrees that it will be
commercially reasonable if a private sale is arranged so as to
avoid a public offering, even though the sales price established
and/or obtained at such private sale may be substantially less
than prices which could have been obtained for such security on
any market or exchange or in any other public sale. In so doing,
the Agent may restrict the bidders and prospective purchasers to
those who are qualified and will represent and agree that they
are purchasing for investment only and not for distribution, and
the Agent may solicit offers to buy the Pledged Collateral, or
any part of it, from a limited number of investors deemed by the
Agent, in its reasonable judgment, to be financially responsible
parties who might be interested in so purchasing the Pledged
Collateral. If the Agent solicits such offers from not less than
four (4) such investors, then the acceptance by the Agent of the
highest offer obtained therefrom shall be deemed to be a
commercially reasonable method of disposing of such Pledged
Collateral. The Agent shall be under no obligation to delay a
sale of any of the Pledged Collateral for the period of time
necessary to permit the registrant to register such securities
for public sale under the Securities Act, or under applicable
state securities laws, even if the Pledgor or the issuer of the
Pledged Collateral would agree to do so.
(e) In addition to a private sale as provided above in
clause (d) of this Section 9, if any of the Pledged Collateral
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shall not be freely distributable to the public without
registration under the Securities Act (or similar statute) at the
time of any proposed sale pursuant to this Section 9, then the
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Agent shall not be required to effect such registration or cause
the same to be effected but, in its discretion (subject only to
applicable requirements of law), may require that any sale
hereunder (including a sale at auction) be conducted subject to
restrictions (i) as to the financial sophistication and ability
of any Person permitted to bid or purchase at any such sale, (ii)
as to the content of legends to be placed upon any certificates
representing the Pledged Collateral sold in such sale, including
restrictions on future transfer thereof, (iii) as to the
representations required to be made by each Person bidding or
purchasing at such sale relating to that Person's access to
financial information about the pertinent Corporation(s) and such
Person's intentions as to the holding of the Pledged Collateral
so sold for investment, for its own account, and not with a view
of the distribution thereof, and (iv) as to such other matters as
the Agent may, in its discretion, deem necessary or appropriate
in order that such sale (notwithstanding any failure so to
register) may be effected in compliance with the Uniform
Commercial Code as in effect in the State of New York or any
other relevant jurisdiction and other laws affecting the
enforcement of creditors' rights and the Securities Act and all
applicable state securities laws.
(f) The Pledgor agrees that following the occurrence
of an Event of Default it will not at any time plead, claim or
take the benefit of any appraisal, valuation, stay, extension,
moratorium or redemption law now or hereafter in force in order
to prevent or delay the enforcement of this Agreement, or the
absolute sale of the whole or any part of the Pledged Collateral
or the possession thereof by any purchaser at any sale hereunder,
and the Pledgor waives the benefit of all such laws to the extent
it lawfully may do so. The Pledgor agrees that it will not
interfere with any right, power and remedy of the Agent provided
for in this Agreement or now or hereafter existing at law or in
equity or by statute or otherwise, or the exercise or beginning
of the exercise by the Agent or any one or more of such rights,
powers, or remedies. No failure or delay on the part of the
Agent to exercise any such right, power or remedy and no notice
or demand which may be given to or made upon the Pledgor by the
Agent with respect to any such remedies shall operate as a waiver
thereof, or limit or impair the Agent's right to take any action
or to exercise any power or remedy hereunder, without notice or
demand, or prejudice its rights as against the Pledgor in any
respect.
(g) The Pledgor further agrees that a breach of any of
the covenants contained in this Agreement will cause irreparable
injury to the Agent and the Secured Parties, that the Agent and
the Secured Parties have no adequate remedy at law in respect of
such breach and, as a consequence, agrees that each and every
covenant contained in this Agreement shall be specifically
enforceable against the Pledgor, and the Pledgor hereby waives
and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that
the Obligations are not then due and payable in accordance with
the agreements and instruments governing and evidencing such
obligations.
(h) Agent Appointed Attorney-in-Fact. The Pledgor
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hereby appoints the Agent its attorney-in-fact, with full
authority, in the name of the Pledgor or otherwise, from time to
time in the Agent's sole discretion, to take any action and to
execute any instrument which the Agent may deem necessary or
advisable to accomplish the purposes of this Agreement,
including, without limitation, after the occurrence of an Event
of Default, to receive, indorse and collect all instruments made
payable to the Pledgor representing any dividend, interest
payment or other distribution in respect of the Pledged
Collateral or any part thereof and to give full discharge for the
same, to arrange for the transfer of all or any part of the
Pledged Collateral on the books of each of the Corporations to
the name of the Agent or the Agent's nominee, to exercise all
voting powers pertaining to the Pledged Collateral and to execute
proxies enabling the Agent and its representatives to exercise
such powers and execute written consents and waivers in
connection with the taking of any shareholder action. This
appointment shall be irrevocable and shall continue until the
termination of this Agreement in accordance with Section 12. The
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Agent may exercise any of its rights and execute any of its
duties hereunder by or through agents or employees and shall be
entitled to advice of counsel concerning all matters pertaining
to its rights and duties hereunder.
10. Waivers. The Pledgor waives presentment and
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demand for payment of any of the Obligations, protest and notice
of dishonor or Event of Default with respect to any of the
Obligations and all other notices to which the Pledgor might
otherwise be entitled, except as otherwise expressly provided
herein or in the Credit Agreement.
11. Term. This Agreement shall remain in full force
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and effect until the Obligations have been fully and indefeasibly
paid (in cash) and satisfied and the Credit Agreement has
terminated pursuant to its terms. Upon the termination of this
Agreement as provided above (other than as a result of the sale
of the Pledged Collateral), the Agent will release the security
interest created hereunder and will deliver the Pledged
Collateral to the Pledgor.
12. Reinstatement. This Agreement shall remain in
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full force and effect and continue to be effective should any
petition be filed by or against the Pledgor for liquidation or
reorganization, should the Pledgor become insolvent or make an
assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of the
Pledgor's assets, and shall continue to be effective or be
reinstated, as the case may be, if at any time payment and
performance of the Obligations, or any part thereof, is, pursuant
to applicable law, rescinded or reduced in amount, whether as a
"voidable preference", "fraudulent conveyance", or otherwise, all
as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Obligations shall be
reinstated and deemed reduced only by any amount paid and not so
rescinded, reduced, restored or returned.
13. Definitions. The singular shall include the
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plural and vice versa and any gender shall include any other
gender as the context may require.
14. Successors and Assigns. This Agreement shall be
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binding upon and inure to the benefit of the Pledgor, the Agent,
for the benefit of the Agent and the Secured Parties, and their
respective successors and assigns. The Pledgor's successors and
assigns shall include, without limitation, a receiver, trustee
and debtor-in-possession of or for the Pledgor.
15. Applicable Law; Severability. This Agreement
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shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York (without
reference to choice-of-law principles). Whenever possible, each
provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but, if any
provision of this Agreement shall be held to be prohibited or
invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining
provisions of this Agreement.
16. Further Assurances. The Pledgor agrees that it
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will cooperate with the Agent and will execute and deliver, or
cause to be executed and delivered, all such other certificates,
stock powers, proxies, instruments and documents, and will take
all such other actions, including, without limitation, the
execution and filing of financing statements, as the Agent may
reasonably request from time to time in order to carry out the
provisions and purposes of this Agreement.
17. The Agent's Duty of Care. The Agent shall not be
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liable for any acts, omissions, errors of judgment or mistakes of
fact or law including, without limitation, acts, omissions,
errors or mistakes with respect to the Pledged Collateral, except
for those arising out of or in connection with the Agent's (a)
gross negligence or willful misconduct, or (b) failure to use
reasonable care with respect to the safe custody of the Pledged
Collateral in the Agent's possession. Without limiting the
generality of the foregoing, the Agent shall be under no
obligation to take any steps necessary to preserve rights in the
Pledged Collateral against any other parties but may do so at its
option. All expenses incurred in connection therewith shall be
for the sole account of the Pledgor, and shall constitute part of
the Obligations secured hereby.
18. Notices. All notices and other communications
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provided for hereunder shall be given (a) to the Agent, in the
manner and to the address set forth in the Credit Agreement,
except that any notice hereunder shall be effective only upon
receipt thereof by the Agent and (b) to the Pledgor, in the
manner set forth in the Credit Agreement and to the address set
forth on the signature pages hereto.
19. Amendments, Waivers and Consents. No amendment or
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waiver of any provision of this Agreement nor consent to any
departure by the Pledgor herefrom shall in any event be effective
unless the same shall be in writing and signed by the Agent
pursuant to the terms of the Credit Agreement, and then such
amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
20. Section Headings. The section headings herein are
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for convenience of reference only, and shall not affect in any
way the interpretation of any of the provisions hereof.
21. Execution in Counterparts. This Agreement and any
-------------------------
amendments, waivers, consents or supplements hereto may be
executed in any number of counterparts, each of which shall be an
original, but all of which shall together constitute one and the
same agreement.
IN WITNESS WHEREOF, the Pledgor and the Agent have
executed this Subsidiary Stock Pledge Agreement as of the date
set forth above.
[PLEDGOR]
By:__________________________
Name:________________________
Title:_______________________
UNION BANK OF CALIFORNIA, N.A., as
Agent
By:__________________________
Name:________________________
Title:_______________________
By:__________________________
Name:________________________
Title:_______________________
ACKNOWLEDGMENT
Each of the undersigned hereby acknowledges receipt of
a copy of the foregoing Subsidiary Stock Pledge Agreement, agrees
promptly to note on its books and records the security interests
granted under such Subsidiary Stock Pledge Agreement, and waives
any rights or requirement at any time hereafter to receive a copy
of such Subsidiary Stock Pledge Agreement in connection with the
registration of any Pledged Collateral in the name of the Agent
or its nominee or the exercise of voting rights by the Agent.
[SUBSIDIARY]
By:__________________________
Name:________________________
Title:_______________________
[SUBSIDIARY]
By:__________________________
Name:________________________
Title:_______________________
[SUBSIDIARY]
By:__________________________
Name:________________________
Title:_______________________
[SUBSIDIARY]
By:__________________________
Name:________________________
Title:_______________________
EXHIBIT A
to
Subsidiary Stock Pledge Agreement
dated as of _______, 1997
Pledged Stock Certificates
--------------------------
Percentage of Shares of Capital
Issued and Outstanding Stock owned by
Capital Stock owned the Pledgor Subject
Name by the Pledgor to Pledge
---- ---------------------- ------------------
[SUBSIDIARY] 100 % ______
[SUBSIDIARY] 100 % ______
[SUBSIDIARY] 100% ______
EXHIBIT B
to
Subsidiary Stock Pledge Agreement
dated as of _______, 1997
Form of Stock Power
-------------------
Attached.
STOCK POWER
-----------
FOR VALUE RECEIVED, the undersigned does hereby sell,
assign and transfer to ________________________________________
_____ shares of capital stock of ______________________________,
a _____________ corporation, represented by Certificate No. ____
(the "Stock"), standing in the name of the undersigned on the
books of said corporation and does hereby irrevocably constitute
and appoint _______________________________________________ as
the undersigned's true and lawful attorney, for it and in its
name and stead, to sell, assign and transfer all or any of the
Stock, and for that purpose to make and execute all necessary
acts of assignment and transfer thereof; and to substitute one or
more persons with like full power, hereby ratifying and
confirming all that said attorney or substitute or substitutes
shall lawfully do by virtue hereof.
Dated: _______________
[PLEDGOR]
By:__________________________
Name:________________________
Title:_______________________
Attest:
By __________________________
Title:
