PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of September 19, 1996 (as amended, modified
or supplemented from time to time, this "Agreement"), made by each of the
undersigned Pledgors (each, a "Pledgor" and, together with each other entity
that is required to sign a counterpart hereof pursuant to Section 23 hereof,
the "Pledgors"), in favor of BANKERS TRUST COMPANY, as Collateral Agent (the
"Pledgee"), for the benefit of the Secured Creditors (as defined below).
Except as otherwise defined herein, terms used herein and defined in the
Credit Agreement (as defined below) shall be used herein as therein defined.
W I T N E S S E T H:
WHEREAS, Maple Leaf Aerospace, Inc. ("Parent"), Aerospace Acquisition
Corp. ("Holdings"), Tri-Star Aerospace, Inc. (as successor by merger to
Aerospace Merger Sub I, Inc.) ("Tri-Star Holdings"), Tri-Star Aerospace Co.
(the "Borrower"), various financial institutions from time to time party
thereto (the "Banks"), and Bankers Trust Company, as Agent (the "Agent", and
together with the Banks and the Pledgee, the "Bank Creditors"), have entered
into a Credit Agreement, dated as of September 19, 1996, providing for the
making of Loans to the Borrower and the issuance of, and participation in,
Letters of Credit for the account of the Borrower as contemplated therein (as
used herein, the term "Credit Agreement" means the Credit Agreement described
above in this paragraph as amended, modified, extended, renewed, replaced,
restated, supplemented, restructured or refinanced from time to time, and
including any agreement extending the maturity of, refinancing or
restructuring (including, but not limited to, the inclusion of additional
borrowers thereunder or any increase in the amount borrowed) all, or any
portion of, the Indebtedness under such agreement or any successor agreements;
WHEREAS, any Pledgor may from time to time enter into, or guaranty the
obligations of any other Pledgor under, one or more (i) interest rate
protection agreements (including, without limitation, interest rate swaps,
caps, floors, collars and similar agreements), (ii) foreign exchange
contracts, currency swap agreements or other similar agreements or
arrangements designed to protect against the fluctuations in currency values
and/or (iii) other types of hedging agreements from time to time (each such
agreement or arrangement with an Other
Creditor (as hereinafter defined), an "Interest Rate Protection Agreement or
Other Hedging Agreement"), with any Bank, any affiliate thereof or a
syndicate of financial institutions organized by any such Bank or affiliate
(any such Bank or affiliate (even if any such Bank subsequently ceases to be
a Bank under the Credit Agreement for any reason) and any such other
institution that participates in such Interest Rate Protection Agreements or
Other Hedging Agreements, and their subsequent successors and assigns,
collectively, the "Other Creditors", and together with the Bank Creditors,
the "Secured Creditors");
WHEREAS, pursuant to Section 14 of the Credit Agreement, Parent,
Holdings and Tri-Star Holdings have provided a joint and several guaranty of
the payment when due of all obligations and liabilities of the Borrower under
and in connection with the Credit Documents and each Interest Rate Protection
Agreement or Other Hedging Agreement entered into with one or more Other
Creditors;
WHEREAS, pursuant to the Subsidiaries Guaranty, the Subsidiary
Guarantors have jointly and severally guaranteed the payment when due of all
obligations and liabilities of the Borrower under or with respect to the
Credit Documents and each Interest Rate Protection Agreement or Other Hedging
Agreement entered into with one or more Other Creditors;
WHEREAS, it is a condition precedent to the making of Loans to the
Borrower and the issuance of, and participation in, Letters of Credit for the
account of the Borrower under the Credit Agreement and to the Other Creditors
entering into Interest Rate Protection Agreements or Other Hedging Agreements
that each Pledgor shall have executed and delivered to the Pledgee this
Agreement; and
WHEREAS, each Pledgor desires to execute this Agreement to satisfy the
conditions described in the preceding paragraph;
NOW, THEREFORE, in consideration of the benefits accruing to each
Pledgor, the receipt and sufficiency of which are hereby acknowledged, each
Pledgor hereby makes the following representations and warranties to the
Pledgee and hereby covenants and agrees with the Pledgee as follows:
1. SECURITY FOR OBLIGATIONS. This Agreement is made by each Pledgor
for the benefit of the Secured Creditors to secure:
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(i) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations and liabilities
(including, without limitation, indemnities, fees and interest thereon) of
such Pledgor owing to the Bank Creditors, now existing or hereafter
incurred under, arising out of or in connection with any Credit Document
to which such Pledgor is a party (including all such obligations and
liabilities under any Guaranty to which such Pledgor is a party) and the
due performance and compliance by such Pledgor with the terms, conditions
and agreements contained in each such Credit Document (all such
obligations and liabilities under this clause (i), except to the extent
consisting of obligations or indebtedness with respect to Interest Rate
Protection Agreements or Other Hedging Agreements, being herein
collectively called the "Credit Document Obligations");
(ii) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations and liabilities
(including, without limitation, indemnities, fees and interest thereon) of
such Pledgor owing to the Other Creditors, now existing or hereafter
incurred under, arising out of or in connection with any Interest Rate
Protection Agreement or Other Hedging Agreement, whether such Interest
Rate Protection Agreement or Other Hedging Agreement is now in existence
or hereafter arising, including all such obligations and liabilities under
any Guaranty to which such Pledgor is a party, in each case in respect of
Interest Rate Protection Agreements or Other Hedging Agreements, and the
due performance and compliance by such Pledgor with all of the terms,
conditions and agreements contained in each such Interest Rate Protection
Agreement or Other Hedging Agreement (all such obligations and liabilities
under this clause (ii) being herein collectively called the "Other
Obligations");
(iii) any and all sums advanced by the Pledgee in order to preserve
the Collateral (as hereinafter defined) or preserve its security interest
in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement
of any indebtedness, obligations or liabilities referred to in clauses
(i), (ii) and (iii) above, after an Event of Default (such term, as used
in this Agreement, shall mean any Event of Default under, and as defined
in, the Credit Agreement or any payment default under any Interest Rate
Protection Agreement or Other Hedging Agreement and shall in any event
include,
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without limitation, any payment default (after the expiration of any
applicable grace period) on any of the Obligations (as hereinafter
defined)) shall have occurred and be continuing, the reasonable expenses
of retaking, holding, preparing for sale or lease, selling or otherwise
disposing or realizing on the Collateral, or of any exercise by the
Pledgee of its rights hereunder, together with reasonable attorneys' fees
and court costs; and
(v) all amounts paid by any Indemnitee to which such Indemnitee has
the right to reimbursement under Section II of this Agreement;
all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) of this Section I being herein collectively called the
"Obligations"; it being acknowledged and agreed that the "Obligations" shall
include extensions of credit of the types described above, whether
outstanding on the date of this Agreement or extended from time to time after
the date of this Agreement.
2. DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used herein: (i)
the term "Stock" shall mean (x) with respect to corporations incorporated
under the laws of the United States or any State or territory thereof (each,
a "Domestic Corporation), all of the issued and outstanding shares of capital
stock of any Domestic Corporation at any time owned by each Pledgor and all
certificates and instruments evidencing the same and (y) with respect to
corporations not Domestic Corporations (each, a "Foreign Corporation"), all
of the issued and outstanding shares of capital stock of any Foreign
Corporation at any time owned by each Pledgor and all certificates and
instruments evidencing the same, PROVIDED that, except as provided in the
last sentence of this Section 2, such Pledgor shall not be required to pledge
hereunder more than 65% of the total combined voting power of all classes of
capital stock of any Foreign Corporation entitled to vote; (ii) the term
"Notes" shall mean (x) all Intercompany Notes at any time issued to each
Pledgor and (y) all other promissory notes from time to time issued to, or
held by, each Pledgor; and (iii) the term "Securities" shall mean all of the
Stock and Notes. Each Pledgor represents and warrants that on the date hereof
(i) each Subsidiary of such Pledgor, and the direct ownership thereof, is
listed on Annex A hereto; (ii) the Stock held by such Pledgor consists of the
number and type of shares of the stock of the corporations as described in
Annex B hereto; (iii) such Stock constitutes that percentage of the issued
and outstanding capital stock of the issuing corporation as is set forth in
Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory
notes described in Annex C hereto where such Pledgor is listed as the lender;
(v) such Pledgor is the holder of record and sole beneficial owner of the
Stock and Notes held by such Pledgor and there exist no options or preemptive
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rights in respect of any such Stock; and (vi) on the date hereof, such
Pledgor owns no other Securities. To the extent provided in the Credit
Agreement, the 65% limitation set forth in clause (i)(y) of this Section 2
and in Section 3.2 hereof shall no longer be applicable and such Pledgor
shall duly pledge and deliver to the Pledgee such of the Securities not
theretofore required to be pledged hereunder.
3. PLEDGE OF SECURITIES, ETC.
3.1. PLEDGE. To secure the Obligations and for the purposes set forth
in Section 1 hereof, each Pledgor hereby: (i) grants to the Pledgee a
security interest in all of the Collateral owned by the Pledgor; (ii) pledges
and deposits as security with the Pledgee the Securities owned by such
Pledgor on the date hereof, and delivers to the Pledgee certificates or
instruments therefor, duly endorsed in blank in the case of Notes and
accompanied by undated stock powers duly executed in blank by such Pledgor in
the case of Stock, or such other instruments of transfer as are acceptable to
the Pledgee; and (iii) assigns, transfers, hypothecates, mortgages, charges
and sets over to the Pledgee all of such Pledgor's right, title and interest
in and to such Securities (and in and to all certificates or instruments
evidencing such Securities), to be held by the Pledgee, and, at the Pledgee's
request, to be registered in the name of the Pledgee or in the name of its
nominee or nominees upon the terms and conditions set forth in this Agreement.
3.2. SUBSEQUENTLY ACQUIRED SECURITIES. If any Pledgor shall acquire (by
purchase, stock dividend or otherwise) any additional Securities at any time
or from time to time after the date hereof, such Pledgor will forthwith
pledge and deposit such Securities (or certificates or instruments
representing such Securities) as security with the Pledgee and deliver to the
Pledgee certificates therefor or instruments thereof, duly endorsed in blank
in the case of Notes and accompanied by undated stock powers duly executed in
blank in the case of Stock, or such other instruments of transfer as are
acceptable to the Pledgee, and will promptly thereafter deliver to the
Pledgee a certificate executed by any of the Chairman of the Board, the Chief
Financial Officer, the President, a Vice Chairman, any Vice President or the
Treasurer of such Pledgor describing such Securities and certifying that the
same have been duly pledged with the Pledgee hereunder. Subject to the last
sentence of Section 2 hereof, no Pledgor shall be required at any time to
pledge hereunder any Stock which is more than 65% of the total combined
voting power of all classes of capital stock of any Foreign Corporation
entitled to vote.
3.3. UNCERTIFICATED SECURITIES. Notwithstanding anything to the
contrary contained in Sections 3.1 and 3.2 hereof, if any Securities (whether
or not
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now owned or hereafter acquired) are uncertificated securities, the
respective Pledgor shall promptly notify the Pledgee thereof, and shall
promptly take all actions required to perfect the security interest of the
Pledgee under applicable law (including, in any event, under Sections 8-313
and 8-321 of the New York UCC, if applicable). Each Pledgor further agrees to
take such actions as the Pledgee deems necessary or desirable to effect the
foregoing and to permit the Pledgee to exercise any of its rights and
remedies hereunder, and agrees to provide an opinion of counsel reasonably
satisfactory to the Pledgee with respect to any such pledge of uncertificated
Securities promptly upon request of the Pledgee.
3.4. DEFINITION OF PLEDGED STOCK, PLEDGED NOTES, PLEDGED SECURITIES AND
COLLATERAL. All Stock at any time pledged or required to be pledged hereunder
is hereinafter called the "Pledged Stock", all Notes at any time pledged or
required to be pledged hereunder are hereinafter called the "Pledged Notes",
all of the Pledged Stock and Pledged Notes together are hereinafter called
the "Pledged Securities", which together with all proceeds thereof, including
any securities and moneys received and at the time held by the Pledgee
hereunder, is hereinafter called the "Collateral".
4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee shall have
the right to appoint one or more sub-agents for the purpose of retaining
physical possession of the Pledged Securities, which may be held (in the
discretion of the Pledgee) in the name of the Pledgor, endorsed or assigned
in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee
or a sub-agent appointed by the Pledgee.
5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until an Event of
Default shall have occurred and be continuing, each Pledgor shall be entitled
to exercise any and all voting and other consensual rights pertaining to the
Pledged Securities and to give consents, waivers or ratifications in respect
thereof; PROVIDED, that no vote shall be cast or any consent, waiver or
ratification given or any action taken which would violate or be inconsistent
with any of the terms of this Agreement, any other Credit Document or any
Interest Rate Protection Agreement or Other Hedging Agreement (collectively,
the "Secured Debt Agreements"), or which would have the effect of impairing
the position or interests of the Pledgee or any other Secured Creditor. All
such rights of such Pledgor to vote and to give consents, waivers and
ratifications shall cease in case an Event of Default shall occur and be
continuing, and Section 7 hereof shall become applicable.
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6. DIVIDENDS AND OTHER DISTRIBUTIONS Unless an Event of Default shall
have occurred and be continuing, all cash dividends payable in respect of the
Pledged Stock and all payments in respect of the Pledged Notes shall be paid
to the respective Pledgor; PROVIDED, that all cash dividends payable in
respect of the Pledged Stock which are determined by the Pledgee to represent
in whole or in part an extraordinary, liquidating or other distribution in
return of capital shall be paid, to the extent so determined to represent an
extraordinary, liquidating or other distribution in return of capital, to the
Pledgee and retained by it as part of the Collateral. The Pledgee shall also
be entitled to receive directly, and to retain as part of the Collateral:
(i) all other or additional stock or other securities or property
(other than cash) paid or distributed by way of dividend or otherwise in
respect of the Pledged Stock;
(ii) all other or additional stock or other securities or property
(including cash) paid or distributed in respect of the Pledged Stock by
way of stock-split, spin-off, split-up, reclassification, combination of
shares or similar rearrangement; and
(iii) all other or additional stock or other securities or property
(including cash) which may be paid in respect of the Collateral by reason
of any consolidation, merger, exchange of stock, conveyance of assets,
liquidation or similar corporate reorganization.
Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgee's right to receive proceeds of the Collateral in any form in
accordance with Section 3 of this Agreement. All dividends, distributions or
other payments which are received by any Pledgor contrary to the provisions
of this Section 6 and Section 7 hereof shall be received in trust for the
benefit of the Pledgee, shall be segregated from other property or funds of
such Pledgor and shall be forthwith paid over to the Pledgee as Collateral in
the same form as so received (with any necessary endorsement).
7. REMEDIES IN CASE OF EVENT OF DEFAULT. In case an Event of Default
shall have occurred and be continuing, the Pledgee shall be entitled to
exercise all of the rights, powers and remedies (whether vested in it by this
Agreement or by any other Secured Debt Agreement or by law) for the
protection and enforcement of its rights in respect of the Collateral, and
the Pledgee shall be
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entitled, without limitation, to exercise the following rights, which each
Pledgor hereby agrees to be commercially reasonable:
(i) to receive all amounts payable in respect of the Collateral
payable to such Pledgor under Section 6 hereof;
(ii) to transfer all or any part of the Pledged Securities into the
Pledgee's name or the name of its nominee or nominees if not previously so
transferred;
(iii) to accelerate any Pledged Note which may be accelerated in
accordance with its terms, and take any other action to collect upon any
Pledged Note (including, without limitation, to make any demand for
payment thereon);
(iv) to vote all or any part of the Pledged Stock (whether or not
transferred into the name of the Pledgee) and give all consents, waivers
and ratifications in respect of the Collateral and otherwise act with
respect thereto as though it were the outright owner thereof (each Pledgor
hereby irrevocably constituting and appointing the Pledgee the proxy and
attorney-in-fact of such Pledgor, with full power of substitution to do
so); and
(v) at any time or from time to time to sell, assign and deliver, or
grant options to purchase, all or any part of the Collateral, or any
interest therein, at any public or private sale, without demand of
performance, advertisement or notice of intention to sell (except as set
forth in the proviso below) or of the time or place of sale or adjournment
thereof or to redeem or otherwise (all of which are hereby waived by each
Pledgor), for cash. on credit or for other property, for immediate or
future delivery without any assumption of credit risk, and for such price
or prices and on such terms as the Pledgee in its absolute discretion may
determine; PROVIDED, that at least 10 days' notice of the time and place of
any such sale shall be given to such Pledgor.
Each purchaser at any such sale shall hold the property so sold absolutely
free from any claim or right on the part of each Pledgor, acid each Pledgor
hereby waives and releases to the fullest extent permitted by law any right
or equity of redemption with respect to the Collateral, whether before or
after sale hereunder, and all rights, if any, of marshalling the Collateral
and any other security for the Obligations or otherwise. At any such sale,
unless prohibited by applicable law, the Pledgee on
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behalf of the Secured Creditors may bid for and purchase all or any part of
the Collateral so sold free from any such right or equity of redemption.
Neither the Pledgee nor any other Secured Creditor shall be liable for
failure to collect or realize upon any or all of the Collateral or for any
delay in so doing nor shall any of them be under any obligation to take any
action whatsoever with regard thereto. Notwithstanding anything to the
contrary contained herein, the Pledgee shall give to the respective Pledgor
three Business Days' prior notice or such greater period as is required by
applicable law of any foreclosure effected on any Pledged Securities of such
Pledgor pursuant to the terms of this Agreement.
8. REMEDIES, ETC., CUMULATIVE. Each right, power and remedy of the
Pledgee provided for in this Agreement or any other Secured Debt Agreement or
now or hereafter existing at law or in equity or by statute shall be
cumulative and concurrent and shall be in addition to every other such right,
power or remedy. The exercise or beginning of the exercise by the Pledgee or
any other Secured Creditor of any one or more of the rights, powers or
remedies provided for in this Agreement or any other Secured Debt Agreement
or now or hereafter existing at law or in equity or by statute or otherwise
shall not preclude the simultaneous or later exercise by the Pledgee or any
other Secured Creditor of all such other rights, powers or remedies, and no
failure or delay on the part of the Pledgee or any other Secured Creditor to
exercise any such right, power or remedy shall operate as a waiver thereof.
No notice to or demand on any Pledgor in any case shall entitle such Pledgor
to any other or further notice or demand in similar other circumstances or
constitute a waiver of any of the rights of the Pledgee or any other Secured
Creditor to any other or further action in any circumstances without demand
or notice.
9. APPLICATION OF PROCEEDS. (a) All moneys collected by the Pledgee upon
any sale or other disposition of the Collateral pursuant to the terms of this
Agreement, together with all other moneys received by the Pledgee hereunder,
shall be applied to the payment of the Obligations in the manner provided in
Section 7.4 of the Security Agreement
(b) It is understood and agreed that the Pledgors shall remain
jointly and severally liable to the extent of any deficiency between the
amount of the proceeds of the Collateral hereunder and the aggregate amount
of the Obligations.
10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the
Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgee or the
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officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall
not be obligated to see to the application of any part of the purchase money
paid over to the Pledgee or such officer or be answerable in any way for the
misapplication or nonapplication thereof.
11. INDEMNITY. Each Pledgor jointly and severally agrees (i) to
indemnify and hold harmless the Pledgee, each other Secured Creditor and
their respective successors, assigns, employees and agents (hereunder
referred to individually as, an "Indemnitee" and, collectively, as
"Indemnities") from and against any and all claims, demands, losses,
judgments and liabilities of whatsoever kind or nature, and (ii) to reimburse
each Indemnitee for all costs and expenses, including attorneys' fees,
growing out of or resulting from this Agreement or the exercise by any
Indemnitee of any right or remedy granted to it hereunder or under any other
Secured Debt Agreement except, with respect to clauses (i) and (ii) above,
for those arising from such Indemnitee's gross negligence or willful
misconduct. In no event shall any Indemnitee hereunder be liable, in the
absence of gross negligence or willful misconduct on its part, for any matter
or thing in connection with this Agreement other than to account for moneys
actually received by it in accordance with the terms hereof. If and to the
extent that the obligations of any Pledgor under this Section II are
unenforceable for any reason, such Pledgor hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is
permissible under applicable law. The indemnity obligations of each Pledgor
contained in this Section II shall continue in full force and effect
notwithstanding the full payment of all the Notes issued under the Credit
Agreement, the termination of all Interest Rate Protection Agreements or
Other Hedging Agreements and Letters of Credit and the payment of all other
Obligations and notwithstanding the discharge thereof.
12. FURTHER ASSURANCES; POWER OF ATTORNEY. (a) Each Pledgor agrees that
it will join with the Pledgee in executing and, at such Pledgor's own
expense, file and refile under the UCC such financing statements,
continuation statements and other documents in such offices as the Pledgee
may deem necessary or appropriate and wherever required or permitted by law
in order to perfect and preserve the Pledgee's security interest in the
Collateral and hereby authorizes the Pledgee to file financing statements and
amendments thereto relative to all or any part of the Collateral without the
signature of such Pledgor where permitted by law, and agrees to do such
further acts and things and to execute and deliver to the Pledgee such
additional conveyances, assignments, agreements and instruments as the
Pledgee may reasonably require or deem advisable to carry into
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effect the purposes of this Agreement or to further assure and confirm unto
the Pledgee its rights, powers and remedies hereunder.
(b) Each Pledgor hereby appoints the Pledgee, such Pledgor's attorney-
in-fact, with full authority in the place and stead of such Pledgor and in the
name of such Pledgor or otherwise, from time to time after the occurrence and
during the continuance of an Event of Default, in the Pledgee's discretion to
take such actions and to execute any instrument which the Pledgee may deem
necessary or advisable to accomplish the purposes of this Agreement.
13. THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in accordance
with this Agreement all items of the Collateral at any time received under this
Agreement. It is expressly understood and agreed that the obligations of the
Pledgee as holder of the Collateral and interests therein and with respect to
the disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in this Agreement. The Pledgee shall act hereunder on the
terms and conditions set forth herein and in Section 12 of the Credit
Agreement.
14. TRANSFER BY PLEDGORS. Except for sales of Collateral permitted (i)
prior to the date all Credit Document Obligations have been paid in full and
all Commitments under the Credit Agreement have been terminated, pursuant to
the Credit Agreement, and (ii) thereafter, pursuant to the other Secured Debt
Agreements, no Pledgor will sell or otherwise dispose of, grant any option with
respect to, or mortgage, pledge or otherwise encumber any of the Collateral or
any interest therein (except in accordance with the terms of this Agreement).
15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) Each
Pledgor represents, warrants and covenants that:
(i) it is the legal, record and beneficial owner of, and has good and
marketable title to, all Securities pledged by it hereunder, subject to no
pledge, lien, mortgage, hypothecation security interest, charge, option or
other encumbrance whatsoever, except the liens and security interests
created by this Agreement;
(ii) it has full power, authority and legal right to pledge all the
Securities pledged by it pursuant to this Agreement;
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(iii) this Agreement has been duly authorized, executed and delivered
by such Pledgor and constitutes a legal, valid and binding obligation of
such Pledgor enforceable in accordance with its terms;
(iv) no consent of any other party (including, without limitation,
any stockholder, member, limited or general partner or creditor of such
Pledgor or any of its Subsidiaries) other than the approval of the board
of directors or shareholders of the Pledgor for the transfer of the
securities to the Pledgee hereunder, which approval has already been
obtained, and no consent, license, permit, approval or authorization of,
exemption by, notice or report to, or registration, filing or declaration
with, any governmental authority is required to be obtained by such
Pledgor in connection with (a) the execution, delivery or performance of
this Agreement, (b) the validity or enforceability of this Agreement, (c)
the perfection or enforceability of the Pledgee's security interest in the
Collateral or (d) except for compliance with or as may be required by
applicable securities laws, the exercise by the Pledgee of any of its
rights or remedies provided herein;
(v) the execution, delivery and performance of this Agreement does
not violate any provision of any applicable law or regulation or of any
order, judgment, writ, award or decree of any court, arbitrator or
domestic or foreign governmental authority, or of the certificate of
incorporation, certificate of formation or by-laws, as the case may be, of
such Pledgor or of any securities issued by such Pledgor or any of its
Subsidiaries, or of any indenture, mortgage, lease, deed of trust, credit
agreement, loan agreement, agreement or other instrument to which such
Pledgor or any of its Subsidiaries is a party or which purports to be
binding upon such Pledgor or any of its Subsidiaries or upon any of their
respective assets and will not result in the creation or imposition of any
lien or encumbrance on any of the assets of such Pledgor or any of its
Subsidiaries except as contemplated by this Agreement;
(vi) all the shares of Stock have been duly and validly issued, are
fully paid and nonassessable and are subject to no options to purchase or
similar rights;
(vii) each of the Pledged Notes constitute, or, when executed by the
obligor thereof, will constitute, the legal, valid and binding obligation
of such obligor, enforceable in accordance with its terms; and
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(viii) the pledge, assignment and delivery to the Pledgee of the
Securities pursuant to this Agreement, creates a valid and perfected first
security interest in such Securities and the proceeds thereof, subject to
no prior lien or encumbrance or to any agreement purporting to grant to
any third party a lien or encumbrance on the property or assets of such
Pledgor which would include the Securities.
(b) Each Pledgor covenants and agrees that it will defend the
Pledgee's right, title and security interest in and to the Securities and the
proceeds thereof against the claims and demands of all persons whomsoever; and
such Pledgor covenants and agrees that it will have like title to and right to
pledge any other property at any time hereafter pledged to the Pledgee as
Collateral hereunder and will likewise defend the right thereto and security
interest therein of the Pledgee and the Secured Creditors.
(c) Each Pledgor covenants and agrees that it will take no
action which would violate any of the terms of any Secured Debt Agreement.
16. PLEDGORS' OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor
under this Agreement shall be absolute and unconditional and shall remain in
full force and effect (subject to the provisions of Section 18 hereof) without
regard to, and shall not be released, suspended, discharged, terminated or
otherwise affected by, any circumstance or occurrence whatsoever, including,
without limitation: (i) any renewal, extension, amendment or modification of or
addition or supplement to or deletion from any Secured Debt Agreement or any
other instrument or agreement referred to therein, or any assignment or
transfer of any thereof; (ii) any waiver, consent, extension, indulgence or
other action or inaction under or in respect of any such agreement or
instrument or this Agreement; (iii) any furnishing of any additional security
to the Pledgee or its assignee or any acceptance thereof or any release of any
security by the Pledgee or its assignee; (iv) any limitation on any party's
liability or obligations under any such instrument or agreement or any
invalidity or unenforceability, in whole or in part, of any such instrument or
agreement or any term thereof; or (v) any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or other like
proceeding relating to such Pledgor or any Subsidiary of such Pledgor, or any
action taken with respect to this Agreement by any trustee or receiver, or by
any court, in any such proceeding, whether or not such Pledgor shall have
notice or knowledge of any of the foregoing.
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17. REGISTRATION, ETC. (a) If an Event of Default shall have occurred and
be continuing and any Pledgor shall have received from the Pledgee a written
request or requests that such Pledgor cause any registration, qualification or
compliance under any Federal or state securities law or laws to be effected
with respect to all or any part of the Pledged Stock, such Pledgor as soon as
practicable and at its expense will use its best efforts to cause such
registration to be effected (and be kept effective) and will use its best
efforts to cause such qualification and compliance to be effected (and be kept
effective) as may be so requested and as would permit or facilitate the sale
and distribution of such Pledged Stock, including, without limitation,
registration under the Securities Act of 1933 as then in effect (or any
similar statute then in effect), appropriate qualifications under applicable
blue sky or other state securities laws and appropriate compliance with any
other government requirements; PROVIDED, that the Pledgee shall furnish to such
Pledgor such information regarding the Pledgee as such Pledgor may request in
writing and as shall be required in connection with any such registration,
qualification or compliance. Such Pledgor will cause the Pledgee to be kept
reasonably advised in writing as to the progress of each such registration,
qualification or compliance and as to the completion thereof, will furnish to
the Pledgee such number of prospectuses, offering circulars or other documents
incident thereto as the Pledgee from time to time may reasonably request, and
will indemnify the Pledgee and all others participating in the distribution of
the Pledged Stock against all claims, losses, damages and liabilities caused by
any untrue statement (or alleged untrue statement) of a material fact contained
therein (or in any related registration statement, notification or the like) or
by any omission (or alleged omission) to state therein (or in any related
registration statement, notification or the like) a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as the same may have been caused by an untrue statement or
omission based upon information furnished in writing to such Pledgor by the
Pledgee expressly for use therein.
(b) If at any time when the Pledgee shall determine to exercise its
right to sell all or any part of the Pledged Securities pursuant to Section 7,
and such Pledged Securities or the part thereof to be sold shall not, for any
reason whatsoever, be effectively registered under the Securities Act of 1933,
as then in effect, the Pledgee may, in its sole and absolute discretion, sell
such Pledged Securities or part thereof by private sale in such manner and
under such circumstances as the Pledgee may deem necessary or advisable in
order that such sale may legally be effected without such registration. Without
limiting the generality of the foregoing, in any such event the Pledgee, in its
sole and absolute discretion: (i) may proceed to make such private sale
notwithstanding that a registration statement for the
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purpose of registering such Pledged Securities or part thereof shall have
been filed under such Securities Act; (ii) may approach and negotiate with a
single possible purchaser to effect such sale; and (iii) may restrict such
sale to a purchaser who will represent and agree that such purchaser is
purchasing for its own account, for investment, and not with a view to the
distribution or sale of such Pledged Securities or part thereof. In the event
of any such sale, the Pledgee shall incur no responsibility or liability for
selling all or any part of the Pledged Securities at a price which the
Pledgee, in its sole and absolute discretion, may in good xxxxx xxxx
reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might be realized if the sale were deferred until
after registration as aforesaid.
18. TERMINATION, RELEASE. (a) After the Termination Date (as defined
below), this Agreement shall terminate (provided that all indemnities set forth
herein including, without limitation, in Section 11 hereof shall survive any
such termination) and the Pledgee, at the request and expense of the respective
Pledgor, will promptly execute and deliver to such Pledgor a proper instrument
or instruments acknowledging the satisfaction and termination of this
Agreement, and will duly assign, transfer and deliver to such Pledgor (without
recourse and without any representation or warranty) such of the Collateral as
may be in the possession of the Pledgee and as has not theretofore been sold or
otherwise applied or released pursuant to this Agreement. As used in this
Agreement "Termination Date" shall mean the date upon which the Total
Commitment and all Interest Rate Protection Agreements or Other Hedging
Agreements have been terminated, no Note under the Credit Agreement is
outstanding (and all Loans have been paid in full), all Letters of Credit have
been terminated, and all other Obligations then owing have been paid in full.
(b) In the event that any part of the Collateral is sold (x) at any time
prior to the time at which all Credit Document Obligations have been paid in
full and all Commitments under the Credit Agreement have been terminated, in
connection with a sale permitted by Section 9.02 of the Credit Agreement or is
otherwise released at the direction of the Required Banks (or all the Banks if
required by Section 13.12 of the Credit Agreement) or (y) at any time
thereafter, to the extent permitted by the other Secured Debt Agreements, and
in the case of clause (x) and (y), and the proceeds of such sale or sales or
from such release are applied in accordance with the terms of the Credit
Agreement or such other Secured Debt Agreement, as the case may be, to the
extent required to be so applied, the Pledgee, at the request and expense of
such Pledgor will duly assign, transfer and deliver to such Pledgor (without
recourse and without any representation or
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warranty) such of the Collateral as is then being (or has been) so sold or
released and as may be in possession of the Pledgee and has not theretofore
been released pursuant to this Agreement.
(c) At any time that a Pledgor desires that Collateral be released
as provided in the foregoing Section 18(a) or (b), it shall deliver to the
Pledgee a certificate signed by its chief financial officer or another senior
officer of such Pledgor stating that the release of the respective Collateral
is permitted pursuant to such Section 18(a) or (b). If requested by the
Pledgee (although the Pledgee shall have no obligation to make any such
request), the relevant Pledgor shall furnish appropriate legal opinions (from
counsel, which may be in-house counsel, reasonably acceptable to the Pledgee)
to the effect set forth in the immediately preceding sentence. The Pledgee
shall have no liability whatsoever to any Secured Creditor as the result of any
release of Collateral by it as permitted by this Section 18.
19. NOTICES, ETC. All notices and other communications hereunder shall be
in writing and shall be delivered or mailed by first class mail, postage
prepaid, addressed:
(a) if to any Pledgor, at its address set forth opposite its
signature below;
(b) if to the Pledgee, at:
Bankers Trust Company
Xxx Xxxxxxx Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxx Xxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
(c) if to any Bank (other than the Pledgee), at such address as such
Bank shall have specified in the Credit Agreement; and
(d) if to any Other Creditor, at such address as such Other Creditor
shall have specified in writing to each Pledgor and the Pledgee;
or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.
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20. WAIVER; AMENDMENT. None of the terms and conditions of this Agreement
may be changed, waived, modified or varied in any manner whatsoever unless in
writing duly signed by each Pledgor directly and adversely affected thereby and
the Pledgee (with the written consent of (x) the Required Banks (or all the
Banks if required by Section 13.12 of the Credit Agreement) at all times prior
to the time at which all Credit Document Obligations have been paid in full and
all Commitments under the Credit Agreement have been terminated, and (y) the
holders of at least a majority of the outstanding Other Obligations at all
times after the time on which all Credit Document Obligations have been paid in
full and all Commitments under the Credit Agreement have been terminated;
PROVIDED, that any change, waiver, modification or variance affecting the
rights and benefits of a single Class (as defined below) of Secured Creditors
(and not all Secured Creditors in a like or similar manner) shall require the
written consent of the Requisite Creditors (as defined below) of such Class.
For the purpose of this Agreement, the term "Class" shall mean each class of
Secured Creditors I.E., whether (i) the Bank Creditors as holders of the Credit
Document Obligations or (ii) the Other Creditors as holders of the Other
Obligations. For the purpose of this Agreement, the term "Requisite Creditors"
of any Class shall mean each of (i) with respect to the Credit Document
Obligations, the Required Banks and (ii) with respect to the Other Obligations,
the holders of at least a majority of all obligations outstanding from time to
time under the Interest Rate Protection Agreements or Other Hedging Agreements.
21. MISCELLANEOUS. This Agreement shall create a continuing security
interest in the Collateral and shall (i) remain in full force and effect,
subject to release and/or termination as set forth in Section 18 hereof, (ii)
be binding upon each Pledgor, its successors and assigns; PROVIDED, HOWEVER,
that no Pledgor shall assign any of its rights or obligations hereunder without
the prior written consent of the Pledgee (and the prior written consent of the
Required Banks or, to the extent required by Section 13.12 of the Credit
Agreement, each of the Banks), and (iii) inure, together with the rights and
remedies of the Pledgee hereunder, to the benefit of the Pledgee, the other
Secured Creditors and their respective successors, transferees and assigns.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK. The headings of the several sections and subsections in
this Agreement are for purposes of reference only and shall not limit or define
the meaning hereof. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument. In the event that any provision of this
Agreement shall prove to be invalid or unenforceable, such provision shall be
deemed to be severable from the other provisions of this Agreement which shall
remain binding on all parties hereto.
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22. RECOURSE. This Agreement is made with full recourse to the Pledgors
and pursuant to and upon all the representations, warranties, covenants and
agreements on the part of the Pledgors contained herein and in the other
Secured Debt Agreements and otherwise in writing in connection herewith or
therewith.
23. ADDITIONAL PLEDGORS. It is understood and agreed that any Subsidiary
of Parent that is required to execute a counterpart of this Agreement after the
date hereof pursuant to the Credit Agreement shall automatically become a
Pledgor hereunder by executing a counterpart hereof and delivering the same to
the Pledgee.
24. LIMITED OBLIGATIONS. It is the desire and intent of each Pledgor and
the other Secured Creditors that this Agreement shall be enforced against each
Pledgor to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought.
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IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused this
Agreement to be executed by their duly elected officers duly authorized as of
the date first above written.
Address:
00000 Xxxx Xxxx Xxxxxx MAPLE LEAF AEROSPACE, INC., as Pledgor
Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxxx
Tel: 000 000 0000
Fax: 000 000 0000 By /s/ Xxxxxxxx Xxxxx
-------------------------------------
Title: Vice President
AEROSPACE ACQUISITION CORP., as a
Pledgor
By /s/ Xxxxxxxx Xxxxx
-------------------------------------
Title: Vice President
TRI-STAR AEROSPACE, INC.
(as successor by merger to
AEROSPACE MERGER SUB I, INC.),
as a Pledgor
By /s/ Xxxxxxxx Xxxxx
-------------------------------------
Title: Vice President
TRI-STAR AEROSPACE CO., as a Pledgor
By /s/ Xxxxxxxx Xxxxx
-------------------------------------
Title: Vice President
TRI-STAR INVENTORY
MANAGEMENT SERVICE, INC., as a Pledgor
By /s/ Xxxxxxxx Xxxxx
-------------------------------------
Title: Vice President
BANKERS TRUST COMPANY,
as Collateral Agent, Pledgee
By /s/ Xxxx Xxx Xxxxx
-------------------------------------
Title: Managing Director
