DEMAND DEPOSIT ACCOUNT
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT dated this 15th day of May, 1997 between AMERICAN
UNITED GLOBAL, INC., a Delaware corporation having an address at 00000 X.X. 00xx
Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx, 00000 ("Pledgor") and North Fork Bank, a
New York banking corporation having an address at 000 Xxxx Xxxx, Xxxxxxxxx, Xxx
Xxxx 00000 ("Pledgee") (Pledgor and Pledgee are collectively referred to herein
as the "Parties").
WHEREAS, the Parties have simultaneously herewith entered into a certain
loan transaction (the "Loan") evidenced, in part, by a certain secured standby
letter of credit in the principal amount of $4,400,000 and a certain revolving
credit loan note in the principal amount of $10,000,000; and
WHEREAS, the Pledgor has assumed under the terms of said loan transaction
certain obligations (the "Obligations") including, but not limited to, the
payment of all sums due to Pledgee under the terms of the Loan;
WHEREAS, the Pledgor has agreed to secure the performance of the
Obligations, in part, by the Pledge set forth herein;
NOW, THEREFORE, in consideration of the Loan and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
Parties agree as follows:
1. Pledgor hereby pledges, assigns and delivers to Pledgee all sums
maintained or to be maintained by the Borrower in that certain Demand Deposit
Account in the name of the borrower at the Bank, account number ________,
together with a continuing valid and binding first security interest in same
(collectively referred to herein as the "Collateral").
2. In connection with the Pledge evidenced hereby, Pledgor warrants and
represents to Pledgee as follows:
a) Pledgor is the owner and holder of the Collateral and has
not previously hereto pledged, assigned or delivered any interest in the
Collateral to any person or entity for any purpose or reaso
c) The Pledge evidenced hereby is not prohibited or in any way
limited by the terms of the Collateral nor by any other instrument or document,
nor is any consent required in connection with same.
d) The Collateral is freely transferable by the Pledgor and
are not subject to any restriction of any type of kind that would prohibit this
pledge or the liquidation, sale and/or transfer thereof by the Pledgee pursuant
to the terms hereof.
3. Notwithstanding the effective and immediate Pledge evidenced hereby,
the Pledgor may, absent a default under the Loan, continue to collect and
receive all interest, dividends and/or payments payable to the Pledgor under the
Collateral.
4. The Pledgee is hereby authorized to cause the Collateral to be
identified as subject to this Pledge in such manner as the Pledgee may
determine, and this shall be full authority for the Pledgee to make such
identification or transfer.
5. Upon default under the Loan, the Pledgee may immediately thereafter
undertake to collect and receive all of the Collateral.
6. The Pledgee is hereby appointed and constituted as attorney-in-fact for
the Pledgor for all purposes relative to the within Pledge Agreement.
7. Notwithstanding anything to the contrary set forth herein, the Bank
may, upon five (5) days prior written notice to the Pledgor liquidate, sell
and/or transfer the Collateral at then current value, in the event an Event of
Default occurs under the Loan.
8. Upon written request therefor, the Pledgor shall provide to the Pledgee
all documentation and/or information necessary to further evidence or effectuate
the within Pledge Agreement.
9. Upon collection or receipt of any monies by the Pledgee from the
transfer, sale and/or other disposition of the Collateral, the Pledgee shall
thereafter apply the net proceeds of same (after the payment of all costs and
expenses, including reasonable legal fees of the Pledgee) first to any accrued
but unpaid late charges or interest under the Loan and then to the outstanding
principal balance thereof.
10. No failure or delay on the part of the Pledgee to exercise the rights
and entitlements granted to it herein shall operate as a waiver thereof. The
remedies provided herein are cumulative and are not exclusive of any remedies
provided by law or by any other written agreement. Neither this Pledge Agreement
nor the provisions hereof can be modified, waived or terminated except by a
written instrument executed by the Parties. The Pledgee shall have no liability
to the Pledgor hereunder for any action or actions taken by the Pledgee
hereunder, provided such action or actions
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taken by the Pledgee hereunder are undertaken pursuant to the terms of this
agreement and in a commercially reasonable manner. This Agreement shall be
binding upon and shall inure to the benefit of the Parties and their respective
successors, legal representatives and assigns and shall be governed by and
construed in accordance with the laws of the State of New York.
11. Any event of default under those documents evidencing tand delivered
this Agreement on the date first above written.
AMERICAN UNITED GLOBAL, INC.
By:
------------------------------------
XXXXXX XXXXX
Chairman, CEO
NORTH FORK BANK
By:
------------------------------------
Xxxxx Xxxxxxx
Assistant Vice President
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STATE OF NEW YORK )
) SS:
COUNTY OF SUFFOLK )
On the 15th day of May, 1997, before me personally came XXXXXX XXXXX, to
me known, who being by me duly sworn, did depose and say that he resides at 00
Xxxxxxxx Xxxxxxxxx, Xxx Xxxxx, Xxx Xxxx 00000; that he is the Chairman, CEO of
AMERICAN UNITED GLOBAL, INC. which corporation executed the foregoing instrument
and that he signed his name thereto by order of the Board of Directors of same.
-----------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
) SS:
COUNTY OF SUFFOLK )
On the 15th day of May, 1997, before me personally came Xxxxx Xxxxxxx, to
me known, who being by me duly sworn did depose and say that she has an address
at c/o 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx that she is an Assistant Vice
President of NORTH FORK BANK, the corporation described in and which executed
the foregoing instrument and that she signed her name thereto by order of the
Board of Directors of said corporation.
-----------------------------
NOTARY PUBLIC
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CUSTODIAL COLLATERAL ACCOUNT
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT dated this 15th day of May, 1997 between AMERICAN
UNITED GLOBAL, INC., a Delaware corporation having an office for the transaction
of business at 00000 X.X. 00xx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000
("Pledgor") and North Fork Bank, a New York banking corporation having an
address at 000 Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("Pledgee") (Pledgor and
Pledgee are collectively referred to herein as the "Parties").
WHEREAS, the Parties have simultaneously herewith entered into a certain
loan transaction (the "Loan") evidenced, in part, by a secured standby letter of
credit in the principal amount of $4,400,000 and a certain revolving credit loan
note in the principal amount of $10,000,000; and
WHEREAS, the Pledgor has assumed under the terms of said loan transaction
certain obligations (the "Obligations") including, but not limited to, the
payment of all sums due to Pledgee under the terms of the Loan;
WHEREAS, the Pledgor has agreed to secure the performance of the
Obligations, in part, by the Pledge set forth herein;
NOW, THEREFORE, in consideration of the Loan and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
Parties agree as follows:
1. Pledgor hereby pledges, assigns and delivers to Pledgee all sums
maintained or to be maintained by the Borrower in that certain Custodial
Collateral Account in the name of the Borrower at the Bank, account
________________________________ together with a continuing valid and binding
first security interest in same (collectively referred to herein as the
"Collateral").
2. In connection with the Pledge evidenced hereby, Pledgor warrants and
represents to Pledgee as follows:
a) Pledgor is the owner and holder of the Collateral and has not
previously hereto pledged, assigned or delivered any interest in the Collateral
to any person or entity for any purpose ($ /share);
c) The pledge evidenced hereby is not prohibited or in any way
limited by the terms of the Collateral nor by any other instrument or document,
nor is any consent required in connection with same.
d) The Collateral is freely transferable by the Pledgor and are not
subject to any restriction of any type of kind that would prohibit this pledge
or the liquidation, sale and/or transfer thereof by the Pledgee pursuant to the
terms hereof.
3. Notwithstanding the effective and immediate Pledge evidenced hereby,
the Pledgor may, absent a default under the Loan, continue to collect and
receive all interest, dividends and/or payments payable to the Pledgor under the
Collateral.
4. The Pledgee is hereby authorized to cause the Collateral to be
identified as subject to this Pledge in such manner as the Pledgee may
determine, and this shall be full authority for the Pledgee to make such
identification or transfer.
5. Upon default under the Loan, the Pledgee may immediately thereafter
undertake to collect and receive all of the Collateral.
6. The Pledgee is hereby appointed and constituted as attorney-in-fact for
the Pledgor for all purposes relative to the within Pledge Agreement.
7. Notwithstanding anything to the contrary set forth herein, the Bank
may, upon five (5) days prior written notice to the Pledgor liquidate, sell
and/or transfer the Collateral at then market value, in the event an Event of
Default occurs under the Loan.
8. Provided an Event of Default has not occurred, the Pledgor shall have
the right to receive all stock dividends, together with any new or additional
securities issued with respect to the Collateral, together with the right to
receive any distribution upon dissolution and liquidation of the issuer of the
Collateral. Securities maintained by the Borrower in the subject account shall
be high grade commercial paper with ratings of not less than P1 (Moodys) and A1
(Standard & Poors) or United States Treasury Securities. Commercial paper held
in said account shall have a maximum tenor of two hundred seventy (270) days.
During the term of the Loan, the Pledgee shall permit the purchase, sale or
transfer of certain of the Collateral at the direction of the Pledgor or its
designee provided that in any such event the Bank shall receive substitute
collateral acceptable to the Bank of equal or greater rating and value.
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9. Upon written request therefor, the Pledgor shall provide to the Pledgee
all documentation and/or information necessary to further evidence or effectuate
the within Pledge Agreement.
10. Upon collection or receipt of any monies by the Pledgee from the
transfer, sale and/or other disposition of the Collateral, the Pledgee shall
thereafter apply the net proceeds of same (after the payment of all costs and
expenses, including reasonable legal fees of the Pledgee) first to any accrued
but unpaid late charges or interest under the Loan and then to the outstanding
principal balance thereof.
11. No failure or delay on the part of the Pledgee to exercise the rights
and entitlements granted to it herein shall operate as a waiver thereof. The
remedies provided herein are cumulative and are not exclusive of any remedies
provided by law or by any other written agreement. Neither this Pledge Agreement
nor the provisions hereof can be modified, waived or terminated except by a
written instrument executed by the Parties. The Pledgee shall have no liability
to the Pledgor hereunder for any action or actions taken by the Pledgee
hereunder, provided such action or actions taken by the Pledgee hereunder are
undertaken pursuant to the terms of this agreement and in a commercially
reasonable manner. This Agreement shall be binding upon and shall inure to the
benefit of the Parties and their respective successors, legal representatives
and assigns and shall be governed by and construed in accordance with the laws
of the State of New York.
12. Any event of default under those documents evidencing the Loan shall
be an event of default hereunder.
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement
on the date first above written.
AMERICAN UNITED GLOBAL, INC.
By:
-------------------------------------
XXXXXX XXXXX
Chairman, CEO
NORTH FORK BANK
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By:____York 11746; that he is the Chairman, CEO of AMERICAN UNITED GLOBAL, INC.
which corporation executed the foregoing instrument and that he signed his name
thereto by order of the Board of Directors of same.
------------------------------------------
Notary Public
STATE OF NEW YORK )
) SS:
COUNTY OF SUFFOLK )
On the 15th day of May, 1997, before me personally came Xxxxx Xxxxxxx, to
me known, who being by me duly sworn did depose and say that she has an address
at c/o 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx that she is an Assistant Vice
President of NORTH FORK BANK, the corporation described in and which executed
the foregoing instrument and that she signed her name thereto by order of the
Board of Directors of said corporation.
---------------------------------
NOTARY PUBLIC
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