SECURITIES PLEDGE AGREEMENT
THIS SECURITIES PLEDGE AGREEMENT (this "Agreement"), dated as of
"-----------" 2005, is made by KEYSTONE CONSOLIDATED INDUSTRIES, INC., a
Delaware corporation (the "Pledgor"), in favor of
[____________________________________________________] (the "Pledgee"), in its
capacity as trustee for the Holders of the Class A6 Claims under the Third
Amended Joint Plan of Reorganization of the Reorganized Debtors, DeSoto
Environmental Management, Inc., a Delaware corporation, X.X. Xxxxxxxx Company, a
New Jersey corporation, Xxxxxxx Wire Company (f/k/a DeSoto, Inc.), a Delaware
corporation and Xxxxxxx Wire of Xxxxxxxx, Inc., a Nevada corporation (the
"Plan"), confirmed by the Court in the Chapter 11 Cases of the Reorganized
Debtors and certain affiliated debtors. Capitalized terms used and not defined
herein shall have the respective meanings assigned to them in that Promissory
Note of even date herewith, in the original principal amount of $4,800,000.00,
from the Reorganized Debtors to the Trustee (the "Note") or in the Plan.
References herein to the Note shall be deemed to include the Supplemental Note
(as hereafter defined).
WITNESSETH
WHEREAS, contemporaneously herewith, the Reorganized Debtors have issued
and delivered to the Trustee the Note and have agreed to issue and deliver to
the Trustee a supplemental promissory note (the "Supplemental Note") to the
extent required by the Plan and the Lock-Up Agreement in order to evidence the
full amount of the New Secured Note Distribution; and
WHEREAS, the Plan and the Lock-Up Agreement provide that the Note shall be
secured by a junior lien on the Pledgor's equity interests in Engineered Wire
Products, Inc., an Ohio corporation ("EWP") and the proceeds thereof; and
WHEREAS, the Pledgor and the Pledgee desire to provide for the grant of
such junior lien on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the Pledgor and
Pledgee hereby agree as follows:
1. Pledge. The Pledgor hereby pledges to the Pledgee, and grants to the
Pledgee a security interest in and lien on, the following property (the "Pledged
Collateral"):
(a) all of the shares of capital stock of EWP presently issued and
outstanding and owned by Pledgor, as described in Schedule 1 attached hereto and
by this reference made a part hereof, together with any and all shares of
capital stock or other equity interests of EWP hereafter issued to the Pledgor
(collectively, the "Pledged Shares"), and any and all certificates representing
the Pledged Shares, and all dividends, cash, securities, instruments, rights and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of such Pledged Shares; and
(b) all other property hereafter delivered to the Pledgee in substitution
for, as proceeds of, or as additions to any of the foregoing, together with all
certificates, instruments and documents representing or evidencing such
property, and all cash, securities, interest, dividends, rights and other
property at any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all thereof.
2. Security for Liabilities. The Pledged Collateral shall secure the
payment of the Indebtedness and the performance of the Obligations under and
pursuant to the Note (collectively, the "Liabilities").
3. Delivery of Pledged Shares. All certificates, instruments or documents,
if any, representing or evidencing the Pledged Shares shall be delivered to and
held by or on behalf of the Pledgee pursuant hereto, shall be in suitable form
for transfer by delivery, and shall be accompanied by duly executed instruments
of transfer or assignment in blank, all in form and substance satisfactory to
the Pledgee. In the event any or all of the Pledged Shares are evidenced by a
book entry, the Pledgor shall execute and deliver or cause to be executed and
delivered to the Pledgee such control agreements, documents and agreements as
are required by the Pledgee to create and perfect a security interest in such
non-certificated Pledged Shares. In addition, the Pledgee shall have the right
at any time to exchange certificates or instruments representing or evidencing
any Pledged Shares for certificates or instruments of smaller or larger
denominations.
4. Representations and Warranties. The Pledgor represents and warrants as
follows:
(a) The Pledged Shares constitute all of the issued and outstanding capital
stock and equity interests of EWP and have been duly authorized and are validly
issued and fully paid and non-assessable.
(b) The Pledgor is, or at the time of any future delivery, pledge,
assignment or transfer will be, the legal and beneficial owner of the Pledged
Collateral, free and clear of any lien, security interest, pledge, warrant,
option, purchase agreement, shareholders' agreement, restriction, redemption
agreement or other charge, encumbrance or restriction of any nature on the
Pledged Collateral, except for the lien created by this Agreement and any senior
lien securing the Exit Financing (including any refinancing thereof and any
other secured indebtedness incurred by the Pledgor pursuant to approval of the
New Board (as defined in the Lock-Up Agreement)), with full right to pledge,
assign and transfer the Pledged Collateral to the Pledgee on the terms hereof.
(c) The pledge of the Pledged Collateral pursuant to this Agreement creates
a valid and perfected security interest in the Pledged Collateral, securing the
payment of the Liabilities.
(d) No authorization, approval, or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required either
(i) for the pledge by the Pledgor of the Pledged Collateral pursuant to this
Agreement or for the execution, delivery or performance of this Agreement by the
Pledgor, or (ii) for the exercise by the Pledgee of the voting or other rights
provided for in this Agreement or the remedies in respect of the Pledged
Collateral pursuant to this Agreement (except as limited by the Exit Financing
Documents and any post Effective Date indebtedness incurred by the Pledgor
pursuant to the approval of the New Board (the "Other Approved Indebtedness"),
and as may be required in connection with a disposition of any Pledged Shares by
laws affecting the offering and sale of securities generally).
(e) The Pledgor has full power and authority to enter into this Agreement
and has the right to vote, pledge and grant a security interest in the Pledged
Collateral as provided by this Agreement.
(f) None of the Pledged Shares have been issued in violation of any
federal, state or other law, regulation or rule pertaining to the issuance of
securities, or in violation of any rights, pre-emptive or otherwise, of any
present or past stockholder of EWP.
5. Further Assistance.
(a) Except as prohibited, restricted or limited by the Exit Financing
Documents and the terms of any Other Approved Indebtedness, the Pledgor agrees
that at any time and from time to time, at the expense of the Pledgor, the
Pledgor will promptly execute and deliver, or cause to be executed and
delivered, all certificates, if any, representing the Pledged Shares, stock
and/or bond powers, proxies, assignments, instruments and documents; will take
all steps necessary to properly register the transfer of the security interest
hereunder on the books of EWP of any noncertificated securities included in the
Pledged Shares; and will take all further action that may be necessary or
reasonably desirable, or that the Pledgee may reasonably request in its sole
discretion, in order to perfect and protect the security interest granted
hereby, to enable the Pledgee to exercise and enforce its rights and remedies
hereunder with respect to any Pledged Collateral, and to perform and carry out
the provisions of this Agreement.
(b) Pursuant to any applicable law, the Pledgor authorizes the Pledgee to
file or record financing statements and other filings or recording documents or
instruments with respect to the Pledged Shares without the signatures of such
Pledgor in such form and in such offices as the Pledgee determines appropriate
to perfect the security interest of the Pledgee under this Agreement. The
Pledgor hereby ratifies and authorizes the filing by the Pledgee of any
financing statement with respect to the Pledged Shares made prior to the date
hereof.
6. Voting Rights; Dividends; Etc.
(a) So long as no Triggering Default (as defined in the Note) shall have
occurred:
(i) The Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Pledged Shares or any part thereof for any
purpose not inconsistent with the terms of this Agreement or the Note.
(ii) The Pledgor shall be entitled to receive and retain any and all
dividends paid in respect of the Pledged Collateral, provided, however, that any
and all of the following shall be and become Pledged Collateral:
(A) dividends paid or payable other than in cash in respect of, and
instruments and other property received, receivable or otherwise
distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in
respect of any Pledged Collateral in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid-insurplus, and
(C) cash paid, payable or otherwise distributed in respect of
principal of, or in redemption of, or in exchange for, any Pledged
Collateral.
Except as prohibited, restricted or limited by the Exit Financing Documents
or the terms of Other Approved Indebtedness, the foregoing shall be forthwith
delivered to the Pledgee to hold as Pledged Collateral and, if received by the
Pledgor, shall be received in trust for the benefit of the Pledgee, segregated
from the other property or funds of the Pledgor, and forthwith delivered to the
Pledgee as Pledged Collateral in the same form as so received (with any
necessary endorsement).
(b) Upon the occurrence and during the continuance of a Triggering Default:
(i) All rights of the Pledgor to exercise the voting and other consensual
rights which it would otherwise be entitled to exercise pursuant to Section
6(a)(i) and to receive the dividends which it would otherwise be authorized to
receive and retain pursuant to Section 6(a)(ii) shall cease, and, subject to and
except as prohibited, restricted or limited by the Exit Financing Documents or
the terms of Other Approved Indebtedness, all such rights shall thereupon become
vested in the Pledgee which shall thereupon have the right to exercise such
voting and other consensual rights and to receive and hold as Pledged Collateral
such dividends and interest payments; and
(ii) Subject to and except as prohibited, restricted or limited by the Exit
Financing Documents or the terms of Other Approved Indebtedness, all dividends
that are received by the Pledgor contrary to the provisions of paragraph (i) of
this Section 6(b) shall be received in trust for the benefit of the Pledgee,
shall be segregated from other funds of the Pledgor and shall be forthwith paid
over to the Pledgee as Pledged Collateral in the same form as so received (with
any necessary endorsements).
7. Transfers and Other Liens; Additional Shares. Except pursuant to the
Exit Financing Documents or the terms of Other Approved Indebtedness, the
Pledgor agrees that it will not sell, assign, transfer, convey, exchange, pledge
or otherwise dispose of, or grant any option, warrant, right, contract or
commitment with respect to, any of the Pledged Collateral without the prior
written consent of the Pledgee.
8. Application of Proceeds of Sale or Cash Held as Collateral. Subject to
and except as prohibited, restricted or limited by the Exit Financing Documents
or the terms of Other Approved Indebtedness, the proceeds of a sale of Pledged
Collateral sold pursuant to this Agreement and/or the cash held as Pledged
Collateral hereunder shall be (a) retained by the Pledgee as security for the
Liabilities, or (b) at the election of the Pledgee, applied by the Pledgee as
follows:
First: to payment of the Costs of Collection (as defined in the Note)
and any unreimbursed advances made by the Pledgee for the account of the Pledgor
hereunder;
Second: to the payment of the outstanding Liabilities, including,
without limitation, accrued and unpaid interest on the Indebtedness; and
Third: the balance, if any, of such proceeds shall be paid to the
Pledgor, or its successors or assigns, or as a court of competent jurisdiction
may direct.
9. The Pledgee Appointed Attorney-in-Fact. Subject to and only effective
upon the occurrence of a Triggering Default, and except has prohibited,
restricted or limited by the Exit Financing Documents or the terms of Other
Approved Indebtedness, the Pledgor appoints the Pledgee as the Pledgor's
attorney-in-fact, with full authority in the place and instead of the Pledgor
and in the name of the Pledgor or otherwise, from time to time in the Pledgee's
discretion to take any action and to execute any instrument which the Pledgee
may reasonably deem necessary or advisable to perform the terms of this
Agreement, including, without limitation, to receive, endorse and collect all
instruments made payable to the Pledgor representing any dividend, interest
payment or other distribution in respect of the Pledged Collateral or any part
thereof and to give full discharge for the same.
10. The Pledgee May Perform. If the Pledgor fails to perform any agreement
contained herein, the Pledgee may itself perform, or cause performance of, such
agreement, and the expenses of the Pledgee incurred in connection therewith
shall be payable by the Pledgor under Section 18 of this Agreement.
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.
12. Reasonable Care. The Pledgee shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if the Pledged Collateral is accorded treatment substantially equal
to that which the Pledgee accords its own property, it being understood that the
Pledgee shall not have any responsibility for (i) ascertaining or taking action
with respect to calls, conversions, exchanges, maturities, tenders or other
matters relative to any Pledged Collateral, whether or not the Pledgee has or is
deemed to have knowledge of such matters, or (ii) taking any necessary steps to
preserve rights against any parties with respect to any Pledged Collateral;
provided, however, that upon the Pledgor's instruction, the Pledgee shall use
reasonable efforts to take such action as the Pledgor directs the Pledgee to
take with respect to calls, conversions, exchanges, maturities, tenders, rights
against other parties or other similar matters relative to the Pledged
Collateral, but failure of the Pledgee to comply with any such request shall not
of itself be deemed a failure to exercise reasonable care, and no failure of the
Pledgee to preserve or protect any rights with respect to the Pledged Collateral
against prior parties, or to do any act with respect to preservation of the
Pledged Collateral not so requested by the Pledgor, shall be deemed a failure to
exercise reasonable care in the custody or preservation of the Pledged
Collateral.
13. Subsequent Changes Affecting Collateral. The Pledgor represents to the
Pledgee that the Pledgor has made its own arrangements for keeping informed of
changes or potential changes affecting the Pledged Collateral (including, but
not limited to, rights to convert, rights to subscribe, payment of dividends,
reorganization or other exchanges, tender offers and voting rights), and the
Pledgor agrees that the Pledgee shall have no responsibility or liability for
informing the Pledgor of any such changes or potential changes or for taking any
action or omitting to take any action with respect thereto.
14. Events of Default; Remedies upon a Triggering Default.
(a) The occurrence and continuation of an Event of Default under the Note
shall constitute an Event of Default hereunder, it being understood and agreed,
however, that the remedies of the Pledgee provided herein and under applicable
law and equity shall be exercisable only upon the occurrence and during the
continuation of a Triggering Default.
(b) Upon the occurrence and during the continuation of a Triggering
Default, the Pledgee shall have, in addition to all other rights afforded by law
or by this Agreement, the Note or otherwise, but subject to and except as
prohibited, restricted or limited by the Exit Financing Documents or the terms
of Other Approved Indebtedness, all of the rights and remedies with respect to
the Pledged Collateral of a secured party under the Uniform Commercial Code
("Code") in effect in the State of Illinois at that time and the Pledgee may,
without notice and at its option, transfer or register the Pledged Collateral or
any part thereof on the books of EWP thereof into the name of the Pledgee or the
Pledgee's nominee(s), with or without any indication that such Pledged
Collateral is subject to the security interest hereunder. In addition, with
respect to any Pledged Collateral which shall then be in or shall thereafter
come into the possession or custody of the Pledgee, but subject to and except as
prohibited, restricted or limited by the Exit Financing Documents or the terms
of Other Approved Indebtedness, the Pledgee may sell or cause the same to be
sold at any broker's board or at a public or private sale, in one or more sales
or lots, at such price or prices as the Pledgee may deem best, for cash or on
credit or for future delivery, without assumption of any credit risk. The
purchaser of any or all Pledged Collateral so sold shall thereafter hold the
same absolutely free from any claim, encumbrance or right of any kind
whatsoever, except for claims, encumbrances or rights that may arise without the
knowledge or consent of the Pledgor. Unless any of the Pledged Collateral
threatens to decline speedily in value or is or becomes of a type sold on a
recognized market, the Pledgee will give the Pledgor reasonable notice of the
time and place of any public sale thereof, or of the time after which any
private sale or other intended disposition is to be made. Any sale of the
Pledged Collateral conducted in conformity with reasonable commercial practices
of banks, insurance companies, commercial finance companies, or other financial
institutions disposing of property similar to the Pledged Collateral shall be
deemed to be commercially reasonable. Any requirements of notice shall deemed to
be a reasonable authenticated notice of disposition if it is mailed to the
Pledgor as provided in Section 21 below, at least five (5) days before the time
of the sale or disposition and such notice shall (i) describe the Pledgor and
the Pledgee, (ii) describe the Pledged Collateral that is the subject of the
intended disposition, (iii) state the method of intended disposition, (iv) state
that the Pledgor is entitled to an accounting of the Liabilities and state the
charge, if any, for an accounting and (v) state the time and place of any public
disposition or the time after which any private sale is to be made. Any other
requirement of notice, demand or advertisement for sale is, to the extent
permitted by law, waived. The Pledgee may disclaim any warranties that might
arise in connection with the sale or other disposition of the Pledged Collateral
and the Pledgee has no obligation to provide any warranties at such time. The
Pledgee may, in its own name or in the name of a designee or nominee, buy any of
the Pledged Collateral at any public sale and, if permitted by applicable law,
at any private sale. All expenses (including court costs and reasonable
attorneys' fees and expenses) of, or incident to, the enforcement of any of the
provisions hereof shall be recoverable from the proceeds of the sale or other
disposition of Pledged Collateral. In view of the fact that federal and state
securities laws may impose certain restrictions on the method by which a sale of
the Pledged Collateral may be effected after a Triggering Default, the Pledgor
agrees that upon the occurrence of a Triggering Default, but subject to and
except as prohibited, restricted or limited by the Exit Financing Documents or
the terms of Other Approved Indebtedness, the Pledgee may, from time to time,
attempt to sell all or any part of the Pledged Collateral by means of a private
placement, restricting the prospective purchasers to those who can make the
representations and agreements required of purchasers of securities in private
placements. The Pledgor agrees that the Pledgee need not give more than ten (10)
days' notice 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 the Pledgor if the Pledgor has
signed, after the occurrence and during the continuance of a Triggering Default,
a statement renouncing or modifying any right to notification of sale or other
intended disposition.
In addition, upon the occurrence of a Triggering Default, but subject to
and except as prohibited, restricted or limited by the Exit Financing Documents
or the terms of Other Approved Indebtedness, all rights of the Pledgor to
exercise the voting and other rights which it would otherwise be entitled to
exercise and to receive dividends in respect of the Pledged Collateral, shall
cease, and all such rights shall thereupon become vested in the Pledgee as
provided in Section 6.
15. Authority of the Pledgee. The Pledgee shall have and be entitled to
exercise all such powers hereunder as are specifically delegated to the Pledgee
by the terms hereof, together with such powers as are incidental thereto. The
Pledgee may execute any of its duties hereunder by or through agents or
employees. Neither the Pledgee, nor any director, manager, officer, agent or
employee of the Pledgee, shall be liable for any action taken or omitted to be
taken by it or them hereunder or in connection herewith, except for its or their
own gross negligence or willful misconduct. The Pledgor hereby agrees to
indemnify and hold harmless the Pledgee and/or any such director, manager,
officer, agent or employee from and against any and all liability incurred by
any of them, hereunder or in connection herewith, unless such liability shall be
due to its or their own gross negligence or willful misconduct.
16. Termination. This Agreement and the security interest and lien granted
hereunder shall terminate when all the Indebtedness has been paid in full in
cash, at which time the Pledgee shall reassign and redeliver (or cause to be
reassigned and redelivered) to the Pledgor, or to such person or persons as the
Pledgor shall designate, against receipt, such of the Pledged Collateral (if
any) as shall not have been sold or otherwise applied by the Pledgee pursuant to
the terms hereof and shall still be held by it hereunder, together with
appropriate instruments of reassignment and release. Any such reassignment shall
be without recourse upon or warranty by the Pledgee and at the expense of the
Pledgor.
17. Survival of Representations. All representations and warranties of the
Pledgor contained in this Agreement shall survive the execution and delivery of
this Agreement.
18. Expenses. The Pledgor agrees to reimburse the Pledgee, on demand for
any and all reasonable costs and expenses, including reasonable attorneys' fees
and expenses, that the Pledgee actually incurs in connection with (i) the
enforcement of this Agreement and any of the rights granted hereunder, (ii) the
custody, preservation or registration of the Pledged Collateral, or (iii) the
failure by the Pledgor to perform or observe any of the provisions hereof.
19. Security Interest Absolute. All rights of the Pledgee and the security
interest granted hereunder, and all obligations of the Pledgor hereunder, shall
be absolute and unconditional irrespective of
(i) any invalidity or unenforceability of the Note or any other
agreement or instrument relating thereto;
(ii) any change in the time, manner, place or other term of payment of
any of the Liabilities, or any other amendment or waiver of or any consent
to any departure from the terms of the Note;
(iii) any exchange, surrender, release or non-perfection of any other
collateral, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the Liabilities; or
(iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, the Pledgor in respect of the Liabilities
or of this Agreement.
20. Amendments, Waivers and Consents. No amendment or waiver of any
provision of this Agreement nor consent to any departure by the Pledgor from the
terms hereof, shall in any event be effective unless the same shall be in
writing and signed by the Pledgee, and then such amendment, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.
21. Notices. Any notice required or desired to be served, given or
delivered hereunder shall be in writing (including facsimile transmission), and
shall be deemed to have been validly served, given or delivered upon the earlier
of (a) personal delivery to the address set forth below (b) in the case of
mailed notice, three (3) days after deposit in the United States mails, with
proper postage for certified mail, return receipt requested, prepaid, or in the
case of notice by Federal Express or other reputable overnight courier service,
one (1) business day after delivery to such courier service, and (c) in the case
of facsimile transmission, upon transmission with confirmation of receipt,
addressed to the party to be notified as follows:
If to the Pledgor:
Keystone Consolidated Industries, Inc.
0000 XX Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxx
Keystone Consolidated Industries, Inc.
0000 XXX Xxxxxxx, Xxx. 0000
Xxxxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Attn: Xxxx X. Xxxxxxx, Xx.
with a copy to:
Xxxxxxxx & Xxxxx LLP 000
Xxxx Xxxxxxxx Xx. Xxxxxxx,
Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxx
Xxxx X. Xxxxx
If to the Trustee:
[_______________1
[__________________1
Attn:
Facsimile: (________)
with a copy to:
Jenner & Block LLP
Xxx XXX Xxxxx Xxxxxxx,
Xxxxxxxx 00000 Attention:
Xxxx Xxxxxx Facsimile:
000-000-0000
or to such other address as any of the parties may hereafter designate for
itself by written notice to the other parties in the manner herein prescribed.
22. Continuing Security Interest. This Agreement shall create a continuing
security interest in the Pledged Collateral and (i) shall remain in full force
and effect until payment of the Indebtedness in full in cash, (ii) shall be
binding upon the Pledgor, its successors and assigns, and (iii) shall inure to
the benefit of the Pledgee.
23. Waivers. The Pledgor waives presentment and demand for payment of any
of the Liabilities, protests and notices of dishonor or default with respect to
any of the Liabilities, and all other notices to which the Pledgor might
otherwise be entitled, except as otherwise expressly provided herein or in the
Note.
24. CONSENT TO JURISDICTION. THE PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT
SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT, AND THE PLEDGOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE PLEDGEE TO BRING
PROCEEDINGS AGAINST THE PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY
JUDICIAL PROCEEDING BY THE PLEDGOR AGAINST THE PLEDGEE OR ANY LENDER OR ANY
AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN
CHICAGO, ILLINOIS.
25. WAIVER OF JURY TRIAL. THE PLEDGOR AND THE PLEDGEE HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON,
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY
OF THE PARTIES AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS,
TORT CLAIMS OR OTHERWISE. THE PLEDGOR AND THE PLEDGEE EACH AGREE THAT ANY SUCH
CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO
A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY AND ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISIONS HEREOF. THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT.
26. Governing Law; Terms. This Agreement shall be governed by and construed
in accordance with the internal laws and decisions of the State of Illinois
(without regard to the conflicts of laws rules or provisions of such State).
Unless otherwise defined herein, terms defined in Articles 8 and 9 of the
Illinois Uniform Commercial Code are used herein as therein defined. Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but, if any provision of this
Agreement shall be interpreted in such manner as to be ineffective or invalid
under applicable law, such provisions shall be ineffective or invalid only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.
27. Successors. This Agreement and all obligations of the Pledgor hereunder
shall be binding upon the successors and assigns of the Pledgor and, together
with the rights and remedies of the Pledgee hereunder, shall inure to the
benefit of the Pledgee and its successors and assigns, Notwithstanding the
foregoing, the Pledgor shall not have any right to assign its obligations under
this Agreement or any interest herein without the prior written consent of the
Pledgee.
28. 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.
29. Section Headings. The section headings herein are for convenience of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.
IN WITNESS WHEREOF, the Pledgor and the Pledgee have caused this Agreement
to be duly executed and delivered by their respective authorized officers as of
the date first set forth above.
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By:
Name: [_____________
Its: [______________
[______________], as Trustee
By:
Name: [______________
Its: [_______________
SCHEDULE I
Description of Pledged Shares
ISSUER
Engineered Wire Products, Inc.
Common stock, no par value
