PLEDGE AGREEMENT
----------------
THIS PLEDGE AGREEMENT (this "AGREEMENT") dated as of
February 27, 1998 by DEFLECTA-SHIELD CORPORATION, a Delaware
corporation, DFM CORP., an Iowa corporation, and XXXX
INTERNATIONAL HOLDINGS, INC., a Delaware corporation
(collectively, in their capacity as pledgors under the terms of
this Agreement, "PLEDGORS" and each, individually, "PLEDGOR"), in
favor of XXXXXX FINANCIAL, INC., a Delaware corporation, as agent
(the "AGENT") for the benefit of Lenders (defined below).
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, each Pledgor legally and beneficially owns all of
the issued and outstanding shares of capital stock of each of the
Persons respectively identified on Schedule I hereto
----------
(collectively, the "SUBSIDIARIES"), all of which shares of stock
are described on Schedule I;
----------
WHEREAS, each Pledgor is entering into that certain Credit
Agreement dated as of the date hereof with Xxxx Industries,
Incorporated, Xxxx Acquisition Corp., Belmor Autotron Corp., BAC
Acquisition Co., Trailmaster Products, Inc., Delta III, Inc., the
Lenders named therein (collectively, "LENDERS") and Xxxxxx
Financial, Inc., as Agent and a Lender (as it may be amended,
restated, supplemented or otherwise modified and in effect from
time to time, the "CREDIT AGREEMENT") providing for loans and
other financial accommodations to be made by Lenders;
WHEREAS, each Pledgor and certain other affiliates thereof
have executed the Corporate Guaranty (the "GUARANTY") of even
date herewith in favor of Agent for the benefit of Lenders;
WHEREAS, each Pledgor is part of the same affiliated
enterprise and as such, Pledgors will derive direct and indirect
economic benefits from the making of loans and other financial
accommodations under the Credit Agreement;
WHEREAS, it is a condition precedent to the making of loans
and the availability of other financial accommodations under the
Credit Agreement that each Pledgor shall have, among other
things, pledged to Agent, on behalf of Lenders, all of the
present and future capital stock of Subsidiaries organized under
the laws of the United States of America or any State,
Commonwealth or territory thereof (each, a "DOMESTIC SUBSIDIARY")
and 65% of all of the present and future capital stock of
Subsidiaries organized under the laws of any jurisdiction other
than the United States of America or any State thereof (except
for Xxxx International FSC, Inc., a St. Xxxxxx corporation)
(each, a "FOREIGN SUBSIDIARY") now or hereafter owned by such
Pledgor;
NOW, THEREFORE, in consideration of the premises and in
order to induce Lenders to make loans and provide other financial
accommodations under the Credit Agreement, each Pledgor hereby
agrees with Agent for its benefit and the benefit of Lenders as
follows:
Section 1. Defined Terms. Unless otherwise defined
-------------
herein, all capitalized terms used herein shall have the
respective meanings ascribed thereto in the Credit Agreement.
Terms defined in the UCC which are not otherwise defined in this
Agreement or in the Credit Agreement are used in this Agreement
as defined in the UCC as in effect on the date hereof.
Section 2. Pledge. Each Pledgor hereby pledges, assigns,
------
hypothecates, transfers, delivers and grants to Agent, on behalf
of Lenders, a first lien on and first security interest in all of
the capital stock of each Domestic Subsidiary and 65% of the
capital stock of each Foreign Subsidiary owned by such Pledgor
(collectively the "PLEDGED SHARES"), all other property hereafter
delivered to, or in the possession or in the custody of, such
Pledgor in substitution for or in addition to the Pledged Shares
and in all proceeds thereof, as collateral security for (i) the
prompt and complete payment when due (whether at the stated
maturity, by acceleration or otherwise) and performance of all
Obligations, regardless of whether the Credit Agreement or any
other Loan Documents shall have terminated, and (ii) the due and
punctual payment and performance by such Pledgors of their
obligations and liabilities under, arising out of or in
connection with this Agreement, the Credit Agreement and all
other Loan Documents to which any Pledgor is a party (all of the
foregoing being referred to hereinafter collectively as the
"LIABILITIES"). All of the capital stock of Subsidiaries are
presently represented by the stock certificates listed on
Schedule I hereto, which stock certificates, with undated stock
----------
powers duly executed in blank by the applicable Pledgor, are
being delivered simultaneously herewith to Agent. Agent shall
maintain possession and custody of the certificates representing
the Pledged Shares.
Section 3. Representations and Warranties of Pledgors.
------------------------------------------
Each Pledgor represents and warrants to Agent and Lenders that:
(a) Schedule I sets forth with respect to each Pledgor
----------
(i) the authorized capital stock of each Subsidiary, (ii) the
number of shares of capital stock of each Subsidiary that are
issued and outstanding as of the date hereof, and (iii) the
number of shares of capital stock of each Subsidiary held in its
treasury. Each Pledgor is the record and beneficial owner of,
and has good and marketable title to, its Pledged Shares, and
such shares are and will remain free and clear of all pledges,
liens, security interests and other encumbrances and restrictions
whatsoever, except the liens and security interests created by
this Agreement;
(b) Each Pledgor has full power, authority and legal
right to execute the pledge provided for herein and to pledge its
Pledged Shares to Agent, on behalf of Lenders;
(c) This Agreement has been duly authorized, executed
and delivered by each Pledgor and constitutes a legal, valid and
binding obligation of Pledgors enforceable in accordance with its
terms;
(d) There are no outstanding options, warrants or
other agreements with respect to the Pledged Shares and there are
no outstanding options, warrants or other agreements with respect
to any other shares of capital stock of any Subsidiary except, in
each case, as set forth on Schedule 5.4(B) of the Credit
---------------
Agreement;
(e) The Pledged Shares have been duly and validly
authorized and issued, are fully paid and non-assessable and
represent all of the issued and outstanding shares of the capital
stock of each Domestic Subsidiary or 65% of the issued and
outstanding shares of the capital stock of each Foreign
Subsidiary, as the case may be;
(f) No consent, approval or authorization of or
designation or filing with any governmental authority on the part
of any Pledgor is required in connection with the pledge and
security interest granted under this Agreement except as set
forth on Schedule 3(f) hereto;
-------------
(g) The execution, delivery and performance of this
Agreement will not violate any provision of any applicable law or
regulation or of any order, judgment, writ, award or decree of
any court, arbitrator or governmental authority, domestic or
foreign, or of the charter or by-laws of each Pledgor or any
Subsidiary or of any securities issued by each Pledgor or any
Subsidiaries or of any mortgage, indenture, lease, contract, or
other material agreement, instrument or undertaking to which any
Pledgor or any Subsidiary is a party or which purports to be
binding upon any Pledgor or any Subsidiary or upon any of its
respective assets, and will not result in the creation or
imposition of any lien, charge or encumbrance on or security
interest in any of the assets of any Pledgor or any Subsidiary
except as contemplated by this Agreement;
(h) The pledge, assignment and delivery to Agent, on
behalf of Lenders, of the Pledged Shares pursuant to this
Agreement creates a valid first lien on and a first perfected
security interest in the Pledged Shares and the proceeds thereof
in favor of Agent, on behalf of Lenders, subject to no prior
pledge, lien, mortgage, hypothecation, security interest, charge,
option or encumbrance or to any agreement purporting to grant to
any third party a security interest in the property or assets of
any Pledgor which would include the Pledged Shares. Each Pledgor
covenants and agrees that it will defend Agent's right, title and
security interest in and to the Pledged Shares and the proceeds
thereof against the claims and demands of all persons whomsoever;
and
(i) All information heretofore, herein or hereafter
supplied to Agent by or on behalf of any Pledgor with respect to
the Pledged Shares is and will be accurate and complete in all
material respects, taking into account any amendments to
Schedules as a result of any disclosures made by any Pledgor to
Agent after the Closing Date and approved by Agent.
Section 4. Stock Dividends, Distributions, etc. If, while
-----------------------------------
this Agreement is in effect, any Pledgor shall become entitled to
receive or shall receive any stock certificate (including,
without limitation, any certificate representing a stock dividend
or a stock distribution in connection with any reclassification,
increase or reduction of capital, or issued in connection with
any reorganization), or any options or rights, whether as an
addition to, in substitution for, or in exchange for any of the
Pledged Shares, or otherwise, such Pledgor agrees to accept the
same as Agent's agent and to hold the same in trust for Agent, on
behalf of Lenders, and to deliver the same forthwith to Agent on
behalf of Agent, as the case may be, in the exact form received,
with the endorsement of such Pledgor when necessary and/or
appropriate undated stock powers duly executed in blank, to be
held by Agent, on behalf of Lenders, subject to the terms hereof
as additional collateral security for the Liabilities; provided,
--------
however, that Pledgors shall not be required to deliver any such
-------
stock certificate to the extent that Agent would, as a
consequence thereof, hold stock certificates evidencing more than
65% of the issued and outstanding shares of capital stock of any
Foreign Subsidiary. Subject to Section 3.5 of the Credit
-----------
Agreement, in case any distribution of capital shall be made on
or in respect of the Pledged Shares or any property shall be
distributed upon or with respect to the Pledged Shares pursuant
to the recapitalization or reclassification of the capital of the
issuer thereof or pursuant to the reorganization thereof, the
property so distributed shall be delivered to Pledgor and all
such sums of money and property so paid or distributed in respect
of the Pledged Shares which are received by any Pledgor shall be
applied as provided in Section 3.5 of this Agreement.
-----------
Section 5. Administration of Security. The following
--------------------------
provisions shall govern the administration of the Pledged Shares:
(a) So long as no Event of Default has occurred and is
continuing, Pledgors shall be entitled (subject to the other
provisions hereof, including, without limitation, Section 8
below) to (i) vote or consent with respect to the Pledged Shares
in any manner not inconsistent with this Agreement, the Credit
Agreement, any other Loan Document, or any note, document or
instrument delivered or to be delivered pursuant to or in
connection with the transactions contemplated by the foregoing,
and, (ii) subject to Section 3.5 of the Credit Agreement receive
-----------
cash dividends or other distributions made in respect of the
Pledged Shares. Each Pledgor hereby grants to Agent or its
nominee, on behalf of Lenders, an irrevocable proxy to exercise
all voting and corporate rights relating to the Pledged Shares in
any instance effective upon the occurrence and during the
continuance of an Event of Default. After the occurrence and
during the continuance of an Event of Default and upon the
request of Agent, each Pledgor agrees to deliver to Agent, on
behalf of Lenders, such further evidence of such irrevocable
proxy or such further irrevocable proxies to vote the Pledged
Shares as Agent may request.
(b) Upon the occurrence and during the continuance of
an Event of Default, in the event that any Pledgor, as record and
beneficial owner of the Pledged Shares, shall have received or
shall have become entitled to receive, any cash dividends or
other distributions in the ordinary course, such Pledgor shall
deliver to Agent, on behalf of Lenders, and Agent shall be
entitled to receive and retain, all such cash or other
distributions as additional security for the Liabilities.
(c) Subject to any sale or other disposition by Agent
of the Pledged Shares or other property pursuant to this
Agreement, the Pledged Shares and any other property then held as
part of the Pledged Shares in accordance with the provisions of
this Agreement shall be delivered to Pledgors upon indefeasible
full payment, satisfaction and termination of all of the
Liabilities, the termination of the lien and security interest
hereby granted pursuant to Section 14 hereof and the termination
of the Commitments under the Credit Agreement.
Section 6. Rights of Agent. Neither Agent nor Lenders
---------------
shall be liable for failure to collect or realize upon the
Obligations or any collateral security or guaranty therefor, or
any part thereof, or for any delay in so doing, nor shall Agent
or Lenders be under any obligation to take any action whatsoever
with regard thereto. Any or all of the Pledged Shares held by
Agent hereunder may, if an Event of Default has occurred and is
continuing, with reasonably prompt subsequent notice to Pledgors,
be registered in the name of Agent or its nominee, on behalf of
Lenders, and Agent or its nominee, on behalf of Lenders, may
thereafter, without notice, exercise all voting and corporate
rights at any meeting with respect to Subsidiaries and exercise
any and all rights of conversion, exchange, subscription or any
other rights, privileges or options pertaining to any of the
Pledged Shares as if it were the absolute owner thereof,
including, without limitation, the right to vote in favor of, and
to exchange at its discretion any and all of the Pledged Shares
upon, the merger, consolidation, reorganization, recapitalization
or other readjustment with respect to Subsidiaries or upon the
exercise by any Pledgor or Agent, on behalf of Lenders, of any
right, privilege or option pertaining to any of the Pledged
Shares, and in connection therewith, to deposit and deliver any
and all of the Pledged Shares with any committee, depositary,
transfer agent, registrar or other designated agency upon such
terms and conditions as Agent may determine, all without
liability except to account for property actually received by
Agent, on behalf of Lenders, but Agent shall have no duty to
exercise any of the aforesaid rights, privileges or options and
shall not be responsible for any failure to do so or delay in so
doing.
Section 7. Remedies. Upon the occurrence and during the
--------
continuance of an Event of Default, Agent without demand of
performance or other demand, advertisement or notice of any kind
(except the notice specified below of time and place of public or
private sale) to or upon Pledgors or any other person (all and
each of which demands, advertisements and/or notices are hereby
expressly waived), may forthwith collect, receive, appropriate
and realize upon the Pledged Shares, or any part thereof, and/or
may forthwith sell, assign, give an option or options to
purchase, contract to sell or otherwise dispose of (including the
disposition by merger) and deliver said Pledged Shares, or any
part thereof, in one or more portions at public or private sale
or sales or transactions, at any exchange, broker's board or at
any of Agent's offices or elsewhere upon such terms and
conditions as Agent may deem advisable and at such prices as it
may deem best, for any combination of cash and/or securities or
other property or on credit or for future delivery without
assumption of any credit risk, with the right to Agent upon any
such sale or sales, public or private, to purchase the whole or
any part of said Pledged Shares so sold, free of any right or
equity of redemption in any Pledgor, which right or equity is
hereby expressly waived or released. Agent shall apply the net
proceeds of any such collection, recovery, receipt,
appropriation, realization, sale or disposition, after deducting
all reasonable costs and expenses of every kind incurred therein
or incidental to the safekeeping of any and all of the Pledged
Shares or in any way relating to the rights of Agent or Lenders
hereunder, including reasonable attorneys' fees and legal
expenses, to the payment, in whole or in part, of the Obligations
incurred under or pursuant to the Credit Agreement and the other
Loan Documents in such order as is in accordance with the terms
of the Credit Agreement and Security Agreement or, if no such
order shall be specified, in such order as Agent may elect.
Pledgors shall remain liable for any deficiency remaining unpaid
after such application. Only after so paying over such net
proceeds and after the payment by Agent of any other amount
required by any provision of law, including, without limitation,
Section 9-504(1)(c) of the UCC, need Agent account for the
surplus, if any, to Pledgors. Each Pledgor agrees that Agent
need not give more than ten days' notice of the time and place of
any public sale or of the time after which a private sale or
other intended disposition is to take place and that such notice
is reasonable notification of such matters. No notification need
be given to Pledgors if Pledgors have signed after the occurrence
of an Event of Default under the Credit Agreement a statement
renouncing or modifying any right to notification of sale or
other intended disposition. In addition to the rights and
remedies granted to Agent in this Agreement and in any other
instrument or agreement securing, evidencing or relating to any
of the Liabilities, Agent and Lenders shall have all the rights
and remedies of a secured party under the UCC and under any other
applicable law. Each Pledgor further agrees to waive and agrees
not to assert any rights or privileges which it may acquire under
Section 9-112 of the UCC (other than the right to receive
surplus, if any, in accordance with the foregoing terms of this
subsection 7) and Pledgors shall be liable for the deficiency if
the proceeds of any sale or other disposition of the Pledged
Shares are insufficient to pay all amounts to which Agent and
Lenders are entitled, and the fees of any attorneys employed by
Agent and Lenders to collect such deficiency and any other costs
and expenses incurred in connection therewith.
Section 8. No Disposition, etc. Without the prior written
--------------------
consent of Agent, each Pledgor agrees not to sell, assign,
transfer, exchange, or otherwise dispose of (except as expressly
permitted by the Credit Agreement), or grant any option with
respect to, the Pledged Shares, nor will any Pledgor create,
incur or permit to exist any pledge, lien, mortgage,
hypothecation, security interest, charge, option or any other
encumbrance with respect to any of the Pledged Shares, or any
interest therein, or any proceeds thereof, except for the lien
and security interest provided for by this Agreement. Without
the prior written consent of Agent, except as expressly specified
in accordance with the terms and conditions of the Credit
Agreement, each Pledgor agrees not to vote to enable, and not to
otherwise permit, Subsidiaries to (i) issue any stock or other
securities of any nature in addition to or in exchange or
substitution for the Pledged Shares, or (ii) dissolve, liquidate,
retire any of their capital stock, reduce their capital or merge
or consolidate with any other Person.
Section 9. Sale of Pledged Shares.
----------------------
(a) Each Pledgor recognizes that Agent may be unable
to effect a public sale or disposition of any or all the Pledged
Shares by reason of certain prohibitions contained in the
Securities Act of 1933, as amended (the "ACT"), and applicable
state securities laws, but may be compelled to resort to one or
more private sales or dispositions thereof to a restricted group
of purchasers who will be obliged to agree, among other things,
to acquire such securities for their own account for investment
and not with a view to the distribution or resale thereof. Each
Pledgor acknowledges and agrees that any such private sale or
disposition may result in prices and other terms (including the
terms of any securities or other property received in connection
therewith) less favorable to the seller than if such sale or
disposition were a public sale or disposition and,
notwithstanding such circumstances, and agrees that any such
private sale or disposition shall be deemed to be reasonable and
affected in a commercially reasonable manner. Agent and Lenders
shall be under no obligation to delay a sale or disposition of
any of the Pledged Shares in order to permit Pledgors or
Subsidiaries to register such securities for public sale under
the Act, or under applicable state securities laws, even if
Pledgors or Subsidiaries would agree to do so.
(b) Each Pledgor further agrees to do or cause to be
done all such other acts and things as may be reasonably
necessary to make such sale or sales or dispositions of any
portion or all of the Pledged Shares 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 or
dispositions, all at Pledgors' expense. Each Pledgor further
agrees that a breach of any of the covenants contained in
Sections 2, 4, 5(b), 8, 9 or 10 hereof will cause irreparable
injury to Agent and Lenders, that Agent and Lenders have no
adequate remedy at law in respect of such breach and, as a
consequence, agrees, without limiting the right of Agent to seek
and obtain specific performance of other obligations of Pledgors
contained in this Agreement, that each and every covenant
referenced above shall be specifically enforceable against
Pledgors, and each Pledgor hereby waives and agrees not to assert
any defenses against an action for specific performance of such
covenants except for a defense that no Event of Default has
occurred under the Credit Agreement.
(c) Each Pledgor jointly and severally further agrees
to indemnify and hold harmless Agent, each of its respective
successors and assigns, officers, directors, employees and
agents, and any Person in control of any thereof, from and
against any loss, liability, claim, damage and expense,
including, without limitation, reasonable counsel fees (in this
Section 9(c) collectively called the "INDEMNIFIED LIABILITIES"),
under federal and state securities laws or otherwise insofar as
such loss, liability, claim, damage or expense (i) arises out of
or is based upon any untrue statement or alleged untrue statement
of a material fact contained in any registration statement,
prospectus or offering memorandum or in any preliminary
prospectus or preliminary offering memorandum or in any amendment
or supplement to any of the foregoing or in any other writing
prepared in connection with the offer, sale or resale of all or
any portion of the Pledged Shares or other Collateral unless such
untrue statement of material fact was provided by Agent
specifically for inclusion therein, or (ii) arises out of or is
based upon any omission or alleged omission to state therein a
material fact required to be stated or necessary to make the
statements therein not misleading, such indemnification to remain
operative regardless of any investigation made by or on behalf of
Agent or any successor thereof, or any Person in control of any
thereof. In connection with a public sale or other distribution,
Pledgors will provide customary indemnification to any
underwriters, their respective successors and assigns, their
respective officers and directors and each Person who controls
any such underwriter (within the meaning of the Act). If and to
the extent that the foregoing undertakings in this Section 9(c)
may be unenforceable for any reason, each Pledgor agrees to make
maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities which is permissible under applicable
law. The obligations of Pledgors under this Section 9(c) shall
survive any termination of this Agreement.
(d) Each Pledgor further agrees to waive any and all
rights of subrogation any of them may have against Subsidiaries
upon the sale or sales or dispositions by Agent of any portion
of, or all of, the Pledged Shares.
Section 10. Further Assurances. Each Pledgor agrees that
------------------
at any time and from time to time, upon the written request of
Agent, each Pledgor shall execute and deliver all stock powers,
irrevocable proxies, financing statements and such further
documents and do such further acts and things as Agent may
reasonably request consistent with the provisions hereof in order
to effect the purposes of this Agreement.
Section 11. Severability. Any provision of this
------------
Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability, and any such
prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
Section 12. No Waiver; Cumulative Remedies. Agent shall
------------------------------
not by any act, delay, omission or otherwise be deemed to have
waived any of its remedies hereunder, and no waiver by Agent
shall be valid unless in writing and signed by Agent and then
only to the extent therein set forth. A waiver by Agent of any
right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which Agent would
otherwise have on any further occasion. No course of dealing
between any Pledgor and Agent and no failure to exercise, nor any
delay in exercising on the part of Agent any right, power or
privilege hereunder or under the Loan Documents shall impair such
right or remedy or operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege
hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and
remedies herein provided are cumulative and may be exercised
singly or concurrently, and are not exclusive of any rights or
remedies provided by law.
Section 13. Successors. This Agreement and all obligations
----------
of Pledgors hereunder shall be binding upon the successors and
assigns of Pledgors, and shall, together with the rights and
remedies of Agent and Lenders hereunder, inure to the benefit of
Pledgors, Lenders and Agent and their successors and assigns,
except that no Pledgor shall have any right to assign its rights
or obligations under this Agreement or any interest herein
without the prior written consent of Agent.
Section 14. Termination. This Agreement and the liens and
-----------
security interests granted hereunder shall terminate upon full
and complete performance, indefeasible payment in full and
satisfaction of the Liabilities and termination of the
Commitments under the Credit Agreement, and with reasonable
promptness, upon such full and complete performance, satisfaction
and termination, Agent shall surrender the certificates
evidencing the Pledged Shares to Pledgors and take such other
action as Pledgors may reasonably request to evidence the
termination of this Agreement, all at the sole cost and expense
of Pledgors.
Section 15. Possession of Pledged Shares. Beyond the
----------------------------
exercise of reasonable care to assure the safe custody of the
Pledged Shares in the physical possession of Agent pursuant
hereto, neither Agent nor any nominee of Agent shall have any
duty or liability to collect any sums due in respect thereof or
to protect, preserve or exercise any rights pertaining thereto,
and shall be relieved of all responsibility for the Pledged
Shares upon surrendering them to the applicable Pledgor.
Section 16. Survival of Representations. All
---------------------------
representations and warranties of Pledgors contained in this
Agreement shall survive the execution and delivery of this
Agreement.
Section 17. Taxes and Expenses. Pledgors will upon demand
------------------
pay to Agent all fees, costs and expenses (including reasonable
attorneys' fees, reasonably allocated costs of internal counsel
and fees of accountants and other professionals retained by
Agent) incurred by Agent in connection with (i) the review,
negotiation, preparation, documentation, execution and admin-
istration hereof, and (ii) the custody or preservation of, or the
sale of, collection from, or other realization upon, any of the
Pledged Shares. Pledgors will upon demand pay to Agent all fees,
costs and expenses (including attorneys' fees, allocated costs of
internal counsel and fees of accountants and other professionals
retained by Agent) incurred by Agent in connection with (i) the
exercise or enforcement of any of the rights of Agent hereunder,
and (ii) the failure of any Pledgor to perform or observe any of
the provisions hereof.
Section 18. Agent Appointed Attorney-In-Fact. Each Pledgor
--------------------------------
hereby irrevocably appoints Agent as its attorney-in-fact,
effective upon the occurrence and during the continuance of an
Event of Default, with full authority in the place and stead of
such Pledgor and in the name of such Pledgor or otherwise, from
time to time in Agent's discretion, to take any action and to
execute any instrument that Agent deems reasonably necessary or
advisable to accomplish the purposes of this Agreement,
including, without limitation, to receive, endorse and collect
all instruments made payable to such Pledgor representing any
dividend, interest payment or other distribution in respect of
the Pledged Shares or any part thereof and to give full discharge
for the same, when and to the extent permitted by this Agreement.
Section 19. Notices. Unless otherwise provided
-------
specifically herein, all notices, approvals, requests, demands
and other communications hereunder shall be given in writing
addressed to the respective party in accordance with the terms of
the Credit Agreement.
Section 20. Applicable Law. THIS AGREEMENT SHALL BE
--------------
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.
Section 21. Consent to Jurisdiction and Service of Process.
----------------------------------------------
EACH PLEDGOR AGREES THAT, SUBJECT TO AGENT'S ELECTION, ANY ACTION
OR PROCEEDING TO ENFORCE OR ARISING OUT OF THIS AGREEMENT MAY BE
COMMENCED IN ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY
OF NEW YORK, STATE OF NEW YORK, AND EACH PLEDGOR WAIVES PERSONAL
SERVICE OF PROCESS AND AGREES THAT A SUMMONS AND COMPLAINT
COMMENCING AN ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE
PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED
BY MESSENGER OR REGISTERED MAIL TO IT AND, IF BY REGISTERED MAIL,
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FOUR (4) BUSINESS
DAYS AFTER THE SAME SHALL HAVE BEEN POSTED, OR AS OTHERWISE
PROVIDED BY THE LAWS OF NEW YORK OR THE UNITED STATES.
Section 22. Waiver of Jury Trial. EACH PLEDGOR, AGENT AND
--------------------
EACH LENDER ACKNOWLEDGES THAT THE TIME AND EXPENSE REQUIRED FOR
TRIAL BY JURY EXCEED THE TIME AND EXPENSE REQUIRED FOR A BENCH
TRIAL AND HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY
JURY. EACH PLEDGOR HEREBY WAIVES ANY OBJECTION BASED ON FORUM
-----
NON CONVENIENS, ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED
--- ----------
HEREUNDER, AND WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH
BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF AGENT OR
LENDERS.
Section 23. Changes in Writing. No amendment,
------------------
modification, termination or waiver of any provision of this
Agreement or consent to any departure by any Pledgor therefrom,
shall in any event be effective without the written agreement of
Agent and Pledgors, and then only to the extent specifically set
forth in such writing.
Section 24. Headings. Section and subsection headings in
--------
this Agreement are included herein for convenience of reference
only and shall not constitute a part of this Agreement for any
other purpose or be given any substantive effect.
Section 25. Counterparts. This Agreement may be executed
------------
in any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties
hereto may execute this Agreement by signing any such
counterpart.
Section 26. Entire Agreement. This Agreement embodies the
----------------
entire agreement and understanding between Pledgors and Agent
with respect to the subject matter hereof and supersedes all
prior oral and written agreements and understandings between
Pledgors and Agent relating to the subject matter hereof.
[Signature page to follow]
IN WITNESS WHEREOF, each of the undersigned has caused this
Pledge Agreement to be duly executed and delivered by their duly
authorized officers as of the date first above written.
XXXX INTERNATIONAL HOLDINGS, INC.
By: /s/ Xxx X. Xxxxxxxx
--------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
DEFLECTA-SHIELD CORPORATION
By: /s/ Xxx X. Xxxxxxxx
--------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
DFM CORP.
By: /s/ Xxx X. Xxxxxxxx
--------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
Agreed to and Acknowledged:
XXXXXX FINANCIAL, INC.,
as Agent
By:/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
STATE OF NEW YORK )
) SS
COUNTY OF NEW YORK )
I, Xxxxxx Xxxxxx , a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that Xxx X. Xxxxxxxx,
personally known to me to be the Chairman of the Board of Directors
of each of XXXX INTERNATIONAL HOLDINGS, INC., a Delaware
corporation, DEFLECTA-SHIELD CORPORATION, a Delaware corporation,
and DFM CORP., an Iowa corporation, the person who executed the
foregoing instrument, who being by me duly sworn, did depose and
say he is the Chairman of the Board of Directors of each such
corporations described in and which executed the foregoing
instrument; that said instrument is signed on behalf of each such
corporation by order its respective Board of Directors; and that
he acknowledged said instrument to be the free act and deed of
each such corporations.
GIVEN under my hand and notarial seal this 24th day of
----
February, 1998.
/s/ Xxxxxxx Xxxxxx
------------------------------------
Notary Public
My commission expires: 9/22/98
-------------------------------------
STATE OF NEW YORK )
) SS
COUNTY OF NEW YORK )
I, Xxxxxxxx X. XxXxxxx , a Notary Public in and for
-----------------------
said County, in the State aforesaid, DO HEREBY CERTIFY that
Xxxxxx X. Xxxxxxxxx, personally known to me to be the
-------------------
Senior Vice President of Xxxxxx Financial, Inc., the person
------------------------
who executed the foregoing instrument, who being by me duly
sworn, did depose and say he is the officer of such corporation
described in and which executed the foregoing instrument; that
said instrument is signed on behalf of such corporation by order
of its Board of Directors; and that he acknowledged said
instrument to be the free act and deed of such corporation.
GIVEN under my hand and notarial seal this 23rd day of
-----
February, 1998.
/s/ Xxxxxxxx X. XxXxxxx
-------------------------------------
Notary Public
My commission expires: 12/31/99
-------------------------------------
SCHEDULE I
----------
PLEDGED SHARES
--------------
ISSUED AND
AUTHORIZED OUTSTANDING
PLEDGED ENTITY CAPITAL STOCK SHARES OF STOCK
Deflecta-Shield 20,000,000 Common 100 Common
Corporation 2,500,000 Preferred
Xxxx Acquisition Corp. 1,000 Common 1,000 Common
Xxxx Industries, 10,000 Common 2,000 Common
Incorporated
Xxxx FSC, Inc. 2,500 Common 1,000 Common
DFM Corp. 1,000 Common 100 Common
100,000 Preferred
Belmor Autotron Corp. 1,000 Common 100 Common
Delta III, Inc. 1,000 Common 100 Common
Trailmaster Products, 1,000 Common 100 Common
Inc.
BAC Acquisition Co. 1,000 Common 100 Common
STOCK NO. OF
CERTIFI TREASURY
PLEDGED ENTITY XXXXX SHARES PLEDGOR
Deflecta-Shield Corporation 1 0 Xxxx International
Holdings, Inc.
Xxxx Acquisition Corp. 1 0 Xxxx International
Holdings, Inc.
STOCK NO. OF
CERTIFI TREASURY
PLEDGED ENTITY XXXXX SHARES PLEDGOR
Xxxx Industries, 1 0 Xxxx International
Incorporated Holdings, Inc.
Xxxx FSC, Inc. 2 0 Xxxx International
Holdings, Inc.
DFM Corp. 30 0 Deflecta-Shield
Corporation
Belmor Autotron Corp. 1 0 Deflecta-Shield
Corporation
Delta III, Inc. 1 0 DFM Corp.
Trailmaster Products, Inc. 1 0 DFM Corp.
BAC Acquisition Co. 1 0 DFM Corp.
