EXHIBIT 10.41
EXHIBIT H
PARENT PLEDGE AGREEMENT
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THIS PARENT PLEDGE AGREEMENT (this "Agreement") is made as of
________________, 1996, by Kevco, Inc., a Texas corporation ("Pledgor"), in
favor of NationsBank of Texas, N.A., a national banking association, as
Administrative Lender ("Administrative Lender") for NationsBank of Texas, N.A.,
and each other lender a party to the Credit Agreement described below (singly, a
"Secured Party" and collectively, the "Secured Parties").
A. AGREEMENT
1. Pledge. Upon the terms hereof, for value received, Pledgor hereby
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irrevocably and unconditionally pledges, grants, assigns, hypothecates and
transfers to the Administrative Lender, for the ratable benefit of the
Administrative Lender and Secured Parties to secure the Obligation (as defined
herein), a first and prior pledge and security interest in (a) all shares of
stock of the Borrower (as defined herein), whether common, preferred or
otherwise, whether now or hereafter owned beneficially or of record by Pledgor,
including, but not limited to, the stock interests described on Exhibit A
attached hereto (collectively, the "Pledged Stock"), (b) all rights to acquire
any such shares, whether by purchase, exercise of any type of option, conversion
of debt or otherwise, and (c) all proceeds thereof, and all distributions,
dividends, increases and profits received therefrom (collectively, the
"Collateral"). Unless otherwise defined in this Agreement, terms used herein
shall have the meanings set forth in the Credit Agreement, dated as of June 30,
1995, among Kevco Delaware, Inc. a Delaware corporation (the "Borrower"), the
Administrative Lender, and the Secured Parties (as amended, modified,
supplemented, renewed, extended or restated from time to time, the "Credit
Agreement").
B. OBLIGATION
1. Description of Obligation. The following obligations (collectively,
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the "Obligation") are secured by this Agreement:
a. All debt, obligations, liabilities and agreements of any nature of
Pledgor and the Borrower to the Secured Parties or any Secured Party,
whether matured or unmatured, fixed or contingent, including all future
advances, now or hereafter existing, in each case arising pursuant to or in
connection with (i) this Agreement; (ii) the Credit Agreement; (iii) all
other Loan Documents; and (iv) all amendments, modifications, renewals,
extensions, increases, substitutions or rearrangements of any of the
foregoing.
b. All reasonable out-of-pocket costs incurred by the Administrative
Lender or any Secured Party necessary to obtain, preserve, perfect and
enforce this Agreement, the other Loan Documents, and the pledge and
security interest granted hereby, collect the Obligation, and maintain,
preserve, collect and enforce the Collateral, including without limitation
taxes, assessments, reasonable attorneys' fees and reasonable legal
expenses, and reasonable expenses of sale.
c. Interest on the above amounts as agreed between the Borrower and
the Secured Parties, including, without limitation, interest, reasonable
fees and other charges that would accrue or become owing both prior to and
subsequent to and but for the commencement of any proceeding against or
with respect to Borrower under any chapter of the Bankruptcy Code of 1978,
11 U.S.C. (S) 101 et seq. whether or not a claim is allowed for the same in
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any such proceeding.
C. COVENANTS, REPRESENTATIONS AND WARRANTIES
1. Representations and Warranties. Pledgor represents and warrants that
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(a) it has full power, authority and legal right to execute, deliver and perform
this Agreement; (b) the Pledged Stock described on Exhibit A constitutes 100% of
the issued and outstanding stock of the Borrower; (c) the Pledged Stock was duly
authorized, validly issued and fully paid and is nonassessable; (d) the pledge,
assignment and delivery of the Collateral create a valid, and so long as the
Administrative Lender retains physical possession of the Collateral, first and
prior perfected security interest in the Collateral, and no other security
agreement covering the Collateral, or any part thereof, has been made, and no
pledge or security interest, other than the one herein created, has attached or
been perfected in the Collateral or in any part thereof; and (e) no dispute,
right of setoff, counterclaim or defense exists with respect to any part of the
Collateral. The delivery at any time by the Pledgor to the Administrative
Lender of Collateral shall constitute a representation and warranty by the
Pledgor under this Agreement that, with respect to such Collateral, and each
item thereof, the Pledgor is the sole legal and beneficial owner of, with good
title to, the Collateral; and the matters warranted in this paragraph are true
and correct.
2. Covenants.
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a. Affirmative Covenants. Pledgor covenants and agrees (i) promptly
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to deliver to the Administrative Lender all instruments, certificates,
documents or agreements evidencing any of the Collateral; (ii) from time to
time promptly to execute and deliver to the Administrative Lender all such
other assignments, certificates, supplemental writings and financing
statements, and do all other acts or things, as the Administrative Lender
or any Secured Party may reasonably request in order more fully to evidence
and perfect the security interest and pledge herein created or to effect
the purposes of this Agreement; and (iii) promptly to notify the
Administrative Lender of any claim, action or proceeding materially
adversely affecting title to the Collateral, or any part thereof, or the
security interest therein.
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b. Negative Covenants. Pledgor covenants and agrees that each Pledgor
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will not (i) sell, assign or transfer any of Pledgor's rights in the
Collateral; (ii) create any other security interest or pledge in, mortgage
or otherwise encumber the Collateral or any part thereof; (iii) cause or
permit the Borrower to issue any stock or rights to acquire any such stock
to Pledgor that are not concurrently delivered to the Administrative
Lender; or (iv) agree to amend or modify the certificate of incorporation,
by-laws, or other agreement or document for the Borrower (or otherwise
agree or obligate Pledgor) in such a manner as to reduce the percentage of
shareholder interests of the Borrower owned by Pledgor or otherwise
adversely affect the rights of the Administrative Lender and the Lenders in
the Collateral.
D. RIGHTS OF SECURED PARTIES
1. Rights to Dividends, Distributions, and Payments. With respect to
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such instruments which are certificates, bonds or other securities, the
Administrative Lender may demand of the Borrower, and may receive and receipt
for, any and all dividends and other distributions (other than cash dividends)
payable in respect thereof, whether ordinary or extraordinary, other than those
distributions permitted by the Credit Agreement. The Administrative Lender
shall have the authority, following the occurrence and during the continuance of
an Event of Default and upon written notice to Pledgor to do so, to have such
certificates, bonds or other securities registered either in the Administrative
Lender's name or in the name of a nominee. If, while this Agreement is in
effect, Pledgor shall become entitled to receive or shall receive any
certificate (including, without limitation, any certificate representing a
dividend or a distribution in connection with any reclassification, increase or
reduction of capital, or issued in connection with any reorganization), option
or rights, whether as an addition to, in substitution of, as a conversion of or
in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept
the same as the Administrative Lender's agent and to hold the same in trust on
behalf of and for the benefit of the Administrative Lender, and to deliver the
same forthwith to the Administrative Lender in the exact form received, with
appropriate undated stock powers, duly executed in blank, to be held by the
Administrative Lender, subject to the terms hereof, as additional collateral
security for the Obligation. Until an Event of Default shall have occurred and
is continuing, Pledgor shall be entitled to receive all cash distributions paid
in respect of the Collateral. After the occurrence and during the continuance
of an Event of Default, the Administrative Lender shall be entitled to all cash
distributions, and to any sums paid upon or in respect of the Collateral upon
the liquidation, dissolution or reorganization of the issuer thereof which shall
be paid to the Administrative Lender to be held by it as additional collateral
security for the Obligation. In case any distribution shall be made on or in
respect of the Collateral pursuant to the reorganization, liquidation or
dissolution of the issuer thereof, the property so distributed shall be
delivered to the Administrative Lender to be held by it as additional collateral
security for the Obligation. After the occurrence and during the continuance of
an Event of Default, all sums of money and property so paid or distributed in
respect of the Collateral (other than proceeds of any liquidation or similar
proceeding) which are received by Pledgor shall, until paid or delivered to the
Administrative Lender, be held by Pledgor in trust as additional Collateral for
the Obligation.
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2. Preservation of Collateral. Neither the Administrative Lender nor any
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Secured Party shall have any duty to fix or preserve rights against prior
parties to the Collateral, nor be liable for any delay in the collection of, or
failure to use diligence to collect on, the Obligation or any amount payable in
respect of the Collateral.
3. Performance by the Administrative Lender. Should any covenant, duty
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or agreement of Pledgor fail to be performed in accordance with its terms
hereunder, the Administrative Lender may, but shall never be obligated to,
perform or attempt to perform such covenant, duty or agreement on behalf of
Pledgor, and any reasonable amount expended by the Administrative Lender in such
performance or attempted performance shall become a part of the Obligation,
shall be payable upon demand and shall bear interest at a per annum rate equal
to the lesser of the Highest Lawful Rate and the sum of the Prime Rate Basis
plus two percent.
4. Voting Rights. It is expressly understood and agreed that Pledgor
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shall retain all voting rights to the Collateral until the occurrence and during
the continuance of an Event of Default, at which time such voting rights shall
transfer to the Administrative Lender, at its sole but reasonable discretion.
5. Power of Attorney. PLEDGOR HEREBY IRREVOCABLY GRANTS TO THE
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ADMINISTRATIVE LENDER PLEDGOR'S PROXY (EXERCISABLE FROM AND AFTER THE OCCURRENCE
OF AN EVENT OF DEFAULT WHICH IS CONTINUING) TO VOTE ANY COLLATERAL AND APPOINTS
THE ADMINISTRATIVE LENDER PLEDGOR'S ATTORNEY-IN-FACT (EXERCISABLE FROM AND AFTER
THE OCCURRENCE OF AN EVENT OF DEFAULT WHICH IS CONTINUING) TO PERFORM ALL
OBLIGATIONS OF PLEDGOR UNDER THIS AGREEMENT AND TO EXERCISE ALL OF THE
ADMINISTRATIVE LENDER'S RIGHTS HEREUNDER. THE PROXY AND POWER OF ATTORNEY
HEREIN GRANTED, AND EACH STOCK POWER AND SIMILAR POWER NOW OR HEREAFTER GRANTED
(INCLUDING ANY EVIDENCED BY A SEPARATE WRITING) ARE COUPLED WITH AN INTEREST AND
ARE IRREVOCABLE PRIOR TO FINAL PAYMENT IN FULL OF THE OBLIGATION.
E. DEFAULT
1. Rights and Remedies. Upon the occurrence and during the continuance
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of an Event of Default, in addition to any and all other rights and remedies
which the Administrative Lender or any Secured Party may then have hereunder,
under any other Loan Documents, under Applicable Law or otherwise, the
Administrative Lender at its option may, subject to any limitation or
restriction imposed by any applicable bankruptcy, insolvency or other law
relating to the relief of debtors, (a) obtain from any Person information
regarding Pledgor, any issuer of the Collateral, or any of their businesses,
which information any such Person may furnish without liability to Pledgor; (b)
require Pledgor to give possession or control of any of the Collateral to the
Administrative Lender; (c) unless earlier permitted hereunder, take control of
funds generated by the Collateral and any other proceeds (except any
distribution permitted
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under the Credit Agreement) and exercise all other rights which an owner of such
Collateral may exercise; (d) declare the entire unpaid balance of principal and
interest on the Obligation immediately due and payable, without notice, demand
or presentment, which are hereby expressly waived; (e) reduce its claim to
judgment, foreclose or otherwise enforce its security interest in all or any
part of the Collateral by any available judicial procedure; (f) after
notification, if any, provided for in this Agreement or any other Loan
Documents, sell or otherwise dispose of, at the office of the Administrative
Lender, all or any part of the Collateral, and any such sale or other
disposition shall be in accordance with Applicable Law, and may be as a unit or
in parcels, by public or private proceedings, and by way of one or more
contracts (it being agreed that the sale of any part of the Collateral shall not
exhaust the Administrative Lender's power of sale, but sales may be made from
time to time until all of the Collateral has been sold or until the Obligation
has been paid in full), and at any such sale it shall not be necessary to
exhibit the Collateral; (g) at its discretion, retain the Collateral in
satisfaction of the Obligation whenever the circumstances are such that the
Administrative Lender is entitled to do so under Applicable Law; (h) apply by
appropriate judicial proceedings for appointment of a receiver for the
Collateral, or any part thereof, and Pledgor hereby consents to any appointment;
(i) buy the Collateral at any public sale; and (j) buy the Collateral at any
private sale, subject to any restrictions imposed by Applicable Law. Any
Secured Party may buy the Collateral at any public sale and buy the Collateral
at any private sale, subject to the restrictions imposed by Applicable Law and
this Agreement. Pledgor agrees that, if notice is required to be given by
Applicable Law, 10 days' advance written notice shall constitute reasonable
notice. The Administrative Lender shall apply the proceeds of any collection,
sale, disposition or other realization upon any Collateral as follows:
First, to the payment of the reasonable out-of-pocket costs and
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expenses of such collection, sale, disposition, or other realization,
including reasonable out-of-pocket costs and expenses of the Administrative
Lender and the reasonable fees and expenses of its agents and counsel;
Next, to the payment of the Obligation, equally and ratably to each
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Secured Party in accordance with the respective amounts thereof due and
owing to each Secured Party; and
Finally, to the payment to Pledgor, or their respective successors or
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assigns, or as a court of competent jurisdiction may direct, of any surplus
then remaining.
If the proceeds of collection, sale, disposition, or other realization are
insufficient to cover the costs and expenses of such realization and the payment
in full of the Obligation, Pledgor shall remain liable for any deficiency.
2. Transfer
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a. Pledgor recognizes that the Administrative Lender may be unable to
effect a public sale of any or all of the Collateral by reason of certain
prohibitions contained
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in the Securities Act of 1933, as amended (the "Securities Act") and
applicable state securities laws, but may be compelled to resort to one or
more private sales thereof to a restricted group of purchasers who will be
obliged to agree, among other things, to acquire such Collateral for their
own account for investment and not with a view to the distribution or
resale thereof. Pledgor acknowledges and agrees that any such private sale
conducted in the manner described herein may result in prices and other
terms less favorable to the seller than if such sale were a public sale
and, notwithstanding such circumstances, agrees that any private sale shall
be made in a commercially reasonable manner. The Administrative Lender
shall be under no obligation to delay a sale of any of the Collateral for
the period of time necessary to permit the issuer of the Collateral to
register such Collateral for public sale under the Securities Act, or under
applicable state securities laws, even if the issuer of the Collateral
would agree to do so.
b. Pledgor agrees (i) that in the event the Administrative Lender
shall, upon any Event of Default which is continuing, sell the Collateral
or any portion thereof, at a private sale or sales, the Administrative
Lender shall have the right to rely upon the reasonable advice and opinion
of a member of a nationally recognized investment banking firm acceptable
to the Administrative Lender, as to the best price reasonably obtainable
upon such a private sale thereof, and (ii) in the absence of fraud, wilful
misconduct and gross negligence, that such reliance shall be conclusive
evidence that the Administrative Lender handled such matter in a
commercially reasonable manner under the UCC.
c. If Administrative Lender shall determine to exercise its right to
sell any or all of the Collateral, and if in the opinion of counsel for
Administrative Lender it is necessary, or if in the opinion of
Administrative Lender it is advisable, to have the Collateral or that
portion thereof to be sold, registered under the provisions of the
Securities Act, Pledgor will execute and deliver, and cause the directors
and officers of the Borrower, all at Pledgor's expense, and to do or cause
to be done all such other acts and things, as may be necessary or, in the
reasonable opinion of Administrative Lender, advisable to register the
Collateral or that portion thereof to be sold, under the provisions of the
Securities Act and to cause a registration statement of the Borrower
relating thereto to become effective and to remain effective for such
period as Administrative Lender may reasonably deem appropriate to
facilitate the sale or other disposition of such Collateral from the date
of the first public offering of the Collateral or that portion thereof to
be sold, and to cause the Borrower to make all amendments thereto and/or to
the related prospectus which, in the reasonable opinion of Administrative
Lender, are necessary or advisable, all in conformity with the requirements
of the Securities Act. Pledgor will cause the Borrower to comply with the
provisions of the securities or "blue sky" laws of any jurisdiction which
Administrative Lender shall designate and will cause the Borrower to make
available to its security holders, as soon as practicable, an earnings
statement which will satisfy the provisions of the Securities Act and
applicable "blue sky" laws.
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3. Notice. Notification of the time and place of any public sale of the
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Collateral, or reasonable notification of the time after which any private sale
or other intended disposition of the Collateral is to be made, shall be sent to
Pledgor and to any other Person entitled under Applicable Law to notice.
F. GENERAL
1. Administrative Lender's Duties. The Secured Parties hereby appoint
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NationsBank of Texas, N.A. as Administrative Lender to act as their agent as
provided herein. In the event the Administrative Lender is replaced pursuant to
Section 10.1(b) of the Credit Agreement, the successor Administrative Lender
appointed in accordance with Section 10.1(b) of the Credit Agreement shall be
the Administrative Lender hereunder. The powers conferred on the Administrative
Lender hereunder are solely to protect the Secured Parties' interest in the
Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the safe custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Administrative
Lender shall have no duty as to any Collateral, as to ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders, or
other matters relative to any Collateral, whether or not the Administrative
Lender or any Secured Party has or is deemed to have knowledge of such matters,
or as to the taking of any necessary steps to preserve rights against prior
parties or any other rights pertaining to any reasonable care in the custody and
preservation of any Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which the Administrative Lender accords
its own property. Except as set forth herein, the Administrative Lender shall
not have any duty or liability to protect or preserve any Collateral or to
preserve rights pertaining thereto. Nothing contained in this Agreement shall
be construed as requiring or obligating the Administrative Lender, and the
Administrative Lender shall not be required or obligated, (a) to present or file
any claim or notice or take any action, with respect to any Collateral or in
connection therewith or (b) to notify Pledgor of any decline in the value of any
Collateral.
2. Cumulative Rights. All rights and remedies of the Administrative
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Lender and the Secured Parties hereunder are cumulative of each other and of
every other right or remedy which the Administrative Lender or the Secured
Parties may otherwise have at law or in equity or under any other contract or
other writing for the enforcement of the security interest herein or the
collection of the Obligation, and the exercise of one or more rights or remedies
shall not prejudice or impair the concurrent or subsequent exercise of other
rights or remedies.
3. Waiver. Should any part of the Obligation be payable in installments,
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the acceptance by any Secured Party at any time and from time to time of partial
payment of the aggregate amount of all installments then matured shall not be
deemed as a waiver of any Event of Default then existing. No waiver by the
Administrative Lender or any Secured Party of any Event of Default shall be
deemed to be a waiver of any other subsequent Event of Default, nor shall any
such waiver by the Administrative Lender or any Secured Party be deemed to be a
continuing waiver. No delay or omission by the Administrative Lender or any
Secured Party in exercising any right or power hereunder, or under any other
Loan Documents, shall impair
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any such right or power or be construed as a waiver thereof or an acquiescence
therein, nor shall any single or partial exercise of any such right or power
preclude other or further exercise thereof, or the exercise of any other right
or power of the Administrative Lender or any Secured Party hereunder or under
such other writings.
4. Interest; Limitation of Law. No provision herein or in any Loan
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Documents shall require the payment or permit the collection of interest in
excess of the maximum permitted by Applicable Law. If, in any contingency
whatsoever, the Administrative Lender or any Secured Party shall receive
anything of value from Pledgor deemed interest under Applicable Law which would
exceed the maximum amount of interest permissible under Applicable Law, the
provisions of the Credit Agreement shall govern to the same extent as if Pledgor
were deemed to be the Borrower thereunder.
5. Parties Bound. This Agreement shall be binding on Pledgor and its
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successors, assigns, administrators and legal representatives, and shall inure
to the benefit of the Administrative Lender and the Secured Parties, and their
successors, permitted assigns and legal representatives; provided, however, that
Pledgor may not assign its rights or obligations hereunder without the prior
written consent of the Administrative Lender. The rights, powers and interests
held by the Administrative Lender hereunder may be transferred and assigned by
the Administrative Lender, in whole or in part, at such time and upon such terms
as permitted by the Credit Agreement.
6. Notice; Waivers by Pledgor. All notices and other communications
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provided for hereunder shall be in writing and mailed, telecopied or delivered
by reputable overnight delivery service or by hand, addressed to Pledgor at its
address specified on the signature pages hereof, if to the Administrative
Lender, addressed to it at his address specified in the Credit Agreement, or, as
to each party at such other address as shall be designated by such party in a
written notice to the other party complying as to delivery with the terms of
this Section 6. All such notices and other communications shall, when mailed,
telecopied, or delivered, be effective three days after being deposited in the
mails, when telecopied with confirmation of receipt, or when delivered by
reputable overnight delivery service or by hand to the addressee or its agent,
respectively. To the extent permitted by Applicable Law, Pledgor waives notices
of the creation, advance, increase, existence, extension or renewal of, and of
any indulgence with respect to, the Obligation; waives presentment, demand,
notice of dishonor and protest; waives notice of the amount of the Obligation
outstanding at any time, notice of any change in financial condition of any
Person liable for the Obligation or any part thereof, notice of any Event of
Default and all other notices respecting the Obligation; waives all rights of
redemption, appraisal, or valuation; and agrees that maturity of the Obligation
and any part thereof may be accelerated, increased, extended or renewed one or
more times by the Secured Parties in their discretion, without notice to
Pledgor.
7. Modifications. No provision hereof shall be modified or limited
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except by a written agreement expressly referring hereto and to the provisions
so modified or limited and signed by the Administrative Lender and Pledgor.
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8. Control. Notwithstanding anything herein to the contrary, this
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Agreement and the transactions contemplated hereby do not and will not
constitute, create, or have the effect of constituting or creating, directly or
indirectly, actual or practical ownership of the issuer of the Collateral by the
Administrative Lender, or control, affirmative or negative, direct or indirect,
by the Administrative Lender or the Secured Parties, over the management or any
aspect of the day-to-day operation of the issuer of the Collateral, which
control remains in Pledgor and the issuer of the Collateral.
9. Obligations Not Affected. To the fullest extent permitted by
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Applicable Law, the pledge, assignment and security interest granted herein and
obligations of Pledgor under this Agreement shall remain in full force and
effect without regard to, and shall not be impaired or affected by:
a. any amendment or modification or addition or supplement to any
Loan Document, any instrument delivered in connection therewith or any
assignment or transfer thereof, including but not limited to any increase
in the Commitments;
b. any exercise, non-exercise, or waiver by the Administrative Lender
or any Secured Party of any right, remedy, power or privilege under or in
respect of, or any release of any guaranty, any collateral or the
Collateral or any part thereof provided pursuant to, this Agreement or any
other Loan Document;
c. any waiver, consent, extension, indulgence or other action or
inaction in respect of this Agreement or any other Loan Document or any
assignment or transfer of any thereof; or
d. any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of the Borrower or any
other Person, whether or not Pledgor shall have notice or knowledge of any
of the foregoing.
10. Release of Collateral. Upon payment of the Obligation and termination
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of the Commitments under the Credit Agreement, the Administrative Lender shall,
upon the request of Pledgor and at Pledgor's sole cost and expense, release its
security interest in the Collateral granted hereunder and deliver the Collateral
to Pledgor. The Administrative Lender agrees that it will execute any documents
or instruments reasonably necessary to effect the release of the Collateral
under this Section 10.
11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW) AND THE UNITED STATES OF AMERICA. WITHOUT EXCLUDING ANY OTHER
JURISDICTION, PLEDGOR AGREES THAT THE STATE AND FEDERAL COURTS OF TEXAS LOCATED
IN DALLAS, TEXAS SHALL HAVE JURISDICTION OVER PROCEEDINGS IN CONNECTION
HEREWITH.
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12. WAIVER OF JURY TRIAL. PLEDGOR AND THE ADMINISTRATIVE LENDER HEREBY
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KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND INTENTIONALLY WAIVE, TO THE MAXIMUM
EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED THEREBY. THIS PROVISION IS A MATERIAL
INDUCEMENT TO EACH LENDER ENTERING INTO THE CREDIT AGREEMENT.
13. ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
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DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
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IN WITNESS WHEREOF, Pledgor have executed this Pledge Agreement as of
_________________, 1996.
KEVCO, INC.
Address of Pledgor:
University Centre I By:_____________________________
0000 Xxxxx Xxxxxxxxxx, Xxxxx 000 Name:________________________
Xxxx Xxxxx, Xxxxx 00000 Title:_______________________
Attn: Xxxxx X. Xxxxxx
NATIONSBANK OF TEXAS, N.A., as
Administrative Lender
By:___________________________
Name:______________________
Title:_____________________
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Exhibit A to Pledge Agreement
Stockholder Issuer Number of Shares
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Kevco, Inc. Kevco Delaware, Inc. 1,000
