1
EXHIBIT 99.10
ASSIGNMENT, PLEDGE AND SECURITY AGREEMENT
The undersigned, DECORA, INCORPORATED, a Delaware corporation
authorized to do business in the State of New York as DECORA MANUFACTURING with
an office and place of business at Xxx Xxxx Xxxxxx, Xxxx Xxxxxx, Xxx Xxxx 00000
("Assignor"), in consideration for loans and other credit accommodations
(collectively the "Loans") by FLEET BANK ("Assignee"), to Assignor, does hereby
deliver to the Assignee, and does hereby assign, pledge and grant a security
interest in favor of the Assignee, in all of the Assignor's right, title and
interest in and to that which is listed at Schedule A attached hereto and made a
part hereof plus all additions thereto and substitutions therefor, and all sums
due or hereafter due the Assignor therefrom, plus all proceeds and products
arising therefrom (all hereinafter called the "Collateral").
Upon Assignor's failure to pay all or any part of the principal or
interest on the Loans when due and payable after the expiration of any
applicable grace period provided therein, whether by acceleration or otherwise,
the Assignee has the authority to demand and receive all sums due from the
Collateral without demand on Assignor, advertisement or public or private sale,
all of which are hereby expressly waived. After deducting all expenses in
connection with the demand and receipt of the sums from the above mentioned
Collateral, Assignee may apply the balance of the proceeds to payment of the
principal and interest on the Loans, and to pay any other indebtedness of the
Assignor to the Assignee, and shall pay the excess, if any, to Assignor.
Assignor hereby waives to the extent permitted by law, all rights of redemption
and appraisement.
In the event that perfection of a security interest on the part of the
Assignee is required by law, in terms of filing Financing Statements in offices
of public record, the Assignor irrevocably authorizes Assignee to file at any
time Financing Statements without its execution thereof, indicating the
Assignee's security interest in the Collateral. In addition, in the event that
the Assignee must make demand and receive all sums due from the Collateral as a
result of Assignor's default as aforesaid, the expenses of pursuing, searching
for, retaking, receiving, holding, storing, safeguarding, insuring, accounting
for, advertising, preparing for sale or lease, selling, leasing, and the like,
plus attorney's fees for certified public accountants, fees for auctioneers,
fees for brokers and/or appraisers or any other cost of disbursements whatsoever
incurredby or contracted for by the Assignee in connection with the disposition
of the Collateral (including any of the foregoing incurred or contracted for by
the Assignee in connection with any bankruptcy or insolvency proceedings
involving the Assignor) - shall all be chargeable and constitute a lien on the
Collateral. Assignor shall be liable to Assignee and on demand shall pay to the
Assignee any deficiency which may remain under the Loans after such sale or
other
1
2
disposition; and Assignee agrees to remit to the Assignor any surplus resulting
therefrom after payment in full of the obligations and such expenses of sale.
It is expressly understood and agreed that, upon the payment of all
indebtedness of the Assignor to the Assignee pursuant to the terms of the Loans
in full, plus all accrued interest thereon, the COLLATERAL held pursuant to this
Agreement shall be promptly reassigned, transferred, delivered and released to
the Assignor.
It is further agreed by the Assignor that in the event any of the
Collateral is in the form of bank accounts or certificates of deposit, duly
executed Assignment of Bank Account as Collateral Forms for all COLLATERAL, true
copies of which are attached hereto at Schedule B will be delivered by the
Assignor to the Assignee herewith, and that all said Assignment of Bank Account
as Collateral Forms will be duly executed, with the corporate seal affixed.
It is further agreed by the Assignor that in the event that any of the
Collateral is transferable by stock or bond powers, that duly executed stock or
bond powers will be delivered by the Assignor to the Assignee, and that all said
stock or bond powers will be duly executed, with the corporate seal affixed if
executed by a corporation, and that the signatures will be guaranteed by a
commercial bank or a brokerage agency.
If any of the Collateral is an instrument or other document requiring
delivery to the Assignee for purposes of perfection, Assignor will deliver to
the Assignee said instrument or document simultaneously herewith.
Once the COLLATERAL is transformed or converted into an instrument or
other document requiring delivery to the Assignee for purposes of perfection,
Assignor will deliver to the Assignee said instrument or document within
twenty-four (24) hours of said transformation.
If any of the COLLATERAL requires a withdrawal slip or check or any
written instrument for the purposes of transferring sums of money into or from
the COLLATERAL, the Assignor hereby irrevocably authorizes the Assignee, and
grants the Assignee full power of attorney, to make withdrawals from and
deposits into the COLLATERAL in the name of the Assignor, including but not
limited to signed checks, checks and withdrawal statements on behalf of the
Assignor, and to endorse any check or instrument made payable to the Assignor
for deposit into the COLLATERAL.
If the undersigned are more than one, all obligations hereunder are
both joint and several.
IN WITNESS WHEREOF, the undersigned has caused this Instrument to be
executed as of the 26th day of September, 1997.
2
3
DECORA, INCORPORATED
d/b/a DECORA MANUFACTURING
By: ___________________________________
Name: _________________________________
Title: ________________________________
STATE OF NEW YORK )
)ss.:
COUNTY OF )
On this ____ day of September, 1997, before me, personally came
_____________________, to me personally known, who, being by me duly sworn, did
depose and say that _he resides at _____________________________________________
__________________________________, that _he is the __________ of DECORA,
INCORPORATED d/b/a DECORA MANUFACTURING, the corporation described in and which
executed the above Instrument; and that _he signed his/her name thereto by like
order of the Board of Directors of said corporation.
_________________________________________
Notary Public
3
4
SCHEDULE A
Promissory note from DECORA INDUSTRIES, INC. to DECORA, INCORPORATED
d/b/a DECORA MANUFACTURING in the principal amount of Fifteen Million Two
Hundred Seven Thousand and no/100 Dollars ($15,207,000.00) dated September 26,
1997, a copy of which is attached hereto as Exhibit A, and the original of which
has been surrendered by DECORA, INCORPORATED d/b/a DECORA MANUFACTURING to FLEET
BANK on even date herewith.
4
