EXECUTION COPY
PLEDGE AGREEMENT
between
Aegis Consumer Finance, Inc.,
as Pledgor
AND
III Finance, Ltd.
and
III Global, Ltd.,
as Lenders
Dated as of March 14, 1997
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (the
"Pledge Agreement"), dated as of March 14, 1997,
is executed by and among AEGIS CONSUMER
FINANCE, INC., a Delaware corporation (the
"Pledgor"), III FINANCE, LTD., a Cayman
Islands corporation ("Finance") and III GLOBAL,
LTD., a Cayman Islands Corporation ("Global"
and together with Finance, the "Lenders" and each
individually a "Lender"). Capitalized terms used
herein and not otherwise defined herein shall have
the respective meanings ascribed to such terms in
the "Loan and Security Agreement" (as defined
below).
WITNESSETH:
WHEREAS, Aegis Auto Finance,
Inc., a Delaware corporation (the "Borrower") and
the Lenders have entered into a certain Loan and
Security Agreement of even date herewith (as
amended, restated, supplemented or otherwise
modified from time to time, the "Loan and
Security Agreement"), pursuant to which the
Lenders have agreed, subject to certain conditions
precedent, to make loans and other financial
accommodations to the Borrower from time to
time;
WHEREAS, the Pledgor directly
owns 100% of the issued and outstanding capital
stock of Aegis Acceptance Corp. and Aegis Auto
Finance, Inc. (such direct subsidiaries and any
other subsidiary acquired or formed by the
Pledgor, the "Direct Subsidiaries") and will derive
direct and indirect economic benefit from the
loans and other financial accommodations made to
the Borrower under the Loan and Security
Agreement; and
WHEREAS, the Lenders have
required, as a condition to their entering into the
Loan and Security Agreement, that the Pledgor
execute and deliver this Pledge Agreement;
NOW, THEREFORE, for and in
consideration of the foregoing and of any financial
accommodations or extensions of credit (including,
without limitation, any loan or advance by
renewal, refinancing or extension of the
agreements described hereinabove or otherwise)
heretofore, now or hereafter made to or for the
benefit of the Borrower pursuant to the Loan and
Security Agreement or any other agreement,
instrument or document executed pursuant to or in
connection therewith, and for other good and
valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Pledgor
and the Lenders hereby agree as follows:
1. Pledge. The Pledgor hereby
pledges to the Lenders, and grants to the Lenders
a security interest in, the following (collectively,
the "Pledged Collateral"):
(a) The shares of the capital stock
of each Direct Subsidiary, now or at any
time or times hereafter owned by the
Pledgor, and the certificates representing
the shares of such capital stock (such
now-owned shares being identified on
Exhibit A next to each Direct Subsidiary),
all options and warrants for the purchase of
shares of the stock of any Direct
Subsidiary now or hereafter held in the
name of the Pledgor (all of said capital
stock, options and warrants and all capital
stock held in the name of the Pledgor as a
result of the exercise of such options or
warrants being hereinafter collectively
referred to as the "Pledged Stock"),
herewith delivered to the Lenders
accompanied by stock powers in the form
of Exhibit B attached hereto and made a
part hereof (the "Powers") duly executed in
blank, and all dividends, cash, instruments
and other property from time to time
received, receivable or otherwise
distributed in respect of, or in exchange
for, any or all of the Pledged Stock;
(b) All additional shares of stock
of any Direct Subsidiary from time to time
acquired by the Pledgor in any manner,
and the certificates representing such
additional shares (any such additional
shares shall constitute part of the Pledged
Stock and the Lenders are irrevocably
authorized to amend Exhibit A from time
to time to reflect such additional shares),
and all options, warrants, dividends, cash,
instruments and other rights and options
from time to time received, receivable or
otherwise distributed in respect of or in
exchange for any or all of such shares;
(c) The property and interests in
property described in Section 3 below; and
(d) All proceeds of the foregoing.
2. Security for Liabilities. The
Pledged Collateral secures the prompt payment,
performance and observance of (i) the Borrower's
obligations and liabilities under the Loan and
Security Agreement and each agreement,
document or instrument executed pursuant to or in
connection with the Loan and Security Agreement
and (ii) the Pledgor's obligations and liabilities
under this Pledge Agreement and each agreement,
document or instrument executed pursuant to or in
connection with this Pledge Agreement (all such
obligations and liabilities of the Pledgor and the
Borrower now or hereafter existing being
hereinafter referred to as the "Liabilities").
3. Pledged Collateral Adjustments.
If, during the term of this Pledge Agreement:
(a) Any stock dividend,
reclassification, readjustment or other
change is declared or made in the capital
structure of any Direct Subsidiary, or any
option included within the Pledged
Collateral is exercised, or both, or
(b) Any subscription warrants or
any other rights or options shall be issued
in connection with the Pledged Collateral,
then all new, substituted and additional shares,
warrants, rights, options or other securities, issued
by reason of any of the foregoing, shall be
immediately delivered to and held by the Lenders
under the terms of this Pledge Agreement and
shall constitute Pledged Collateral hereunder;
provided, however, that nothing contained in this
Section 3 shall be deemed to permit any stock
dividend, issuance of additional stock, warrants,
rights or options, reclassification, readjustment or
other change in the capital structure of a Direct
Subsidiary which is not permitted in the Loan and
Security Agreement.
4. Subsequent Changes Affecting
Pledged Collateral. The Pledgor represents and
warrants that it has made its own arrangements for
keeping itself 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
Lenders shall have no obligation to inform the
Pledgor of any such changes or potential changes
or to take any action or omit to take any action
with respect thereto. The Lenders may, after the
occurrence of an Event of Default, without notice
and at their option, transfer or register the Pledged
Collateral or any part thereof into their respective
or their respective nominee's name with or
without any indication that such Pledged Collateral
is subject to the security interest hereunder. In
addition, the Lenders may at any time exchange
certificates or instruments representing or
evidencing Pledged Shares for certificates or
instruments of smaller or larger denominations.
5. Representations and Warranties.
The Pledgor represents and warrants as follows:
(a) The Pledgor is the legal and
beneficial owner of the Pledged Stock, which
represents 100% of the issued and outstanding
common stock of each Direct Subsidiary identified
on Exhibit A, free and clear of any Lien except
for the security interest created by this Pledge
Agreement and the Pledgor owns no other stock
other than that identified on Exhibit A;
(b) The Pledgor has full corporate
power and authority to enter into this Pledge
Agreement;
(c) There are no restrictions upon
the voting rights associated with, or upon the
transfer of, any of the Pledged Collateral;
(d) The Pledgor has the right to
vote, pledge and grant a security interest in or
otherwise transfer such Pledged Collateral free of
any Liens;
(e) 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 of the Pledged
Collateral pursuant to this Pledge Agreement or
for the execution, delivery or performance of this
Pledge Agreement by the Pledgor or (ii) for the
exercise by the Lenders of the voting or other
rights provided for in this Pledge Agreement or
the remedies in respect of the Pledged Collateral
pursuant to this Pledge Agreement (except as may
be required in connection with such disposition by
laws affecting the offering and sale of securities
generally);
(f) The pledge of the Pledged
Collateral pursuant to this Pledge Agreement
creates a valid and perfected first priority security
interest in the Pledged Collateral, in favor of the
Lenders, securing the payment and performance of
the Liabilities; and
(g) The Powers are duly executed
and give the Lenders the authority they purport to
confer.
6. Voting Rights. During the term
of this Pledge Agreement, and except as provided
in this Section 7(b) below, the Pledgor shall have
the right to vote the Pledged Stock on all
corporate questions in a manner not inconsistent
with the terms of this Pledge Agreement, the Loan
and Security Agreement and any other agreement,
instrument or document executed pursuant thereto
or in connection therewith. After the occurrence
of an Event of Default, the Lenders or either of
the Lenders' nominees may, at the Lenders' or
such nominee's option and following written
notice from the Lenders to the Pledgor, exercise
all voting powers pertaining to the Pledged
Collateral, including the right to take action by
shareholder consent. Such authorization shall
constitute an irrevocable voting proxy from the
Pledgor to the Lenders or, at the Lenders' option,
to the Lenders' nominees.
7. Dividends and Other
Distributions. (a) So long as no Event of Default
or Default shall have occurred:
(i) The Pledgor shall be entitled to
receive and retain any and all dividends and
interest paid in respect of the Pledged Collateral,
provided, however, that any and all
(A) dividends and interest paid or
payable other than in cash with respect to,
and instruments and other property
received, receivable or otherwise
distributed with respect to, or in exchange
for, any of the Pledged Collateral;
(B) dividends and other
distributions paid or payable in cash with
respect to any of the Pledged Collateral on
account of a partial or total liquidation or
dissolution or in connection with a
reduction of capital, capital surplus or
paid-in surplus; and
(C) cash paid, payable or otherwise
distributed with respect to principal of, or
in redemption of, or in exchange for, any
of the Pledged Collateral;
shall be Pledged Collateral, and shall be forthwith
delivered to the Lenders to hold as Pledged
Collateral and shall, if received by the Pledgor, be
received in trust for the Lenders, be segregated
from the other property or funds of the Pledgor,
and be delivered immediately to the Lenders as
Pledged Collateral in the same form as so received
(with any necessary endorsement); and
(ii) The Lenders shall execute and
deliver (or cause to be executed and delivered) to
the Pledgor all such proxies and other instruments
as the Pledgor may reasonably request for the
purpose of enabling the Pledgor to receive the
dividends or interest payments which it is
authorized to receive and retain pursuant to clause
(i) above.
(b) After the occurrence of an
Event of Default:
(i) All rights of the Pledgor to
receive the dividends and interest payments which
it would otherwise be authorized to receive and
retain pursuant to Section 7(a)(i) hereof shall
cease, and all such rights shall thereupon become
vested in the Lenders, which shall thereupon have
the sole right to receive and hold as Pledged
Collateral such dividends and interest payments;
(ii) All dividends and interest
payments which are received by the Pledgor
contrary to the provisions of clause (i) of this
Section 7(b) shall be received in trust for the
Lenders, shall be segregated from other funds of
the Pledgor and shall be paid over immediately to
the Lenders as Pledged Collateral in the same
form as so received (with any necessary
endorsements);
(iii) The Pledgor shall, upon the
request of the Lenders, at Pledgor's expense, use
its best efforts to obtain all necessary
governmental approvals for the sale of the Pledged
Collateral, as requested by the Lenders;
(iv) The Pledgor shall, upon the
request of the Lenders, at the Pledgor's expense,
do or cause to be done all such other acts and
things as may be necessary to make such sale of
the Pledged Collateral or any part thereof valid
and binding and in compliance with applicable
law.
The Pledgor will reimburse the Lenders for all
expenses incurred by the Lenders, including,
without limitation, reasonable attorneys' and
accountants' fees and expenses in connection with
the foregoing. The Pledgor agrees that, in light of
the fact that federal and state securities laws
impose certain restrictions on the method by
which the Pledged Collateral may be sold, it will
be commercially reasonable if a private sale, upon
at least ten (10) days' notice to the Pledgor, is
arranged so as to avoid a public offering, even
though the sales price established and/or obtained
at such private sale may be substantially less than
prices which could have been obtained for such
security on any market or exchange or in any
other public sale.
8. Transfers and Other Liens. The
Pledgor agrees that it will not (i) sell or otherwise
dispose of, or grant any option with respect to,
any of the Pledged Collateral without the prior
written consent of the Lenders, or (ii) create or
permit to exist any Lien upon or with respect to
any of the Pledged Collateral, except for the
security interest under this Pledge Agreement.
9. Remedies. (a) The Lenders
shall have, in addition to any other rights given
under this Pledge Agreement or by law, all of the
rights and remedies with respect to the Pledged
Collateral of a secured party under the Uniform
Commercial Code as in effect in the State of New
York. After the occurrence of an Event of
Default and following written notice to the
Pledgor, the Lenders (personally or through an
agent) are hereby authorized and empowered to
transfer and register in their name or in the name
of their nominee the whole or any part of the
Pledged Collateral, to exercise all voting rights
with respect thereto, to collect and receive all cash
dividends and other distributions made thereon,
and to otherwise act with respect to the Pledged
Collateral as though the Lenders were the outright
owners thereof. The Pledgor hereby irrevocably
constitutes and appoints each Lender as the proxy
and attorney-in-fact of the Pledgor, with full
power of substitution to do so, such proxy
becoming effective upon the occurrence of an
Event of Default and following written notice
thereof; provided, however, that the Lenders shall
have no duty to exercise any such right or to
preserve the same and shall not be liable for any
failure to do so or for any delay in doing so. In
addition, after the occurrence of an Event of
Default, the Lenders shall have such powers of
sale and other powers as may be conferred by
applicable law. With respect to the Pledged
Collateral or any part thereof which shall then be
in or shall thereafter come into the possession or
custody of the Lenders or which the Lenders shall
otherwise have the ability to transfer under
applicable law, each Lender may, in its sole
discretion, without notice except as specified
below, after the occurrence of an Event of
Default, sell or cause the same to be sold at any
exchange, broker's board or at public or private
sale, in one or more sales or lots, at such price as
such Lender may deem best, for cash or on credit
or for future delivery, without assumption of any
credit risk, and the purchaser of any or all of the
Pledged Collateral so sold shall thereafter own the
same, absolutely free from any claim,
encumbrance or right of any kind whatsoever.
The Lenders may, in their own name, or in the
name of a designee or nominee, buy the Pledged
Collateral at any public sale and, if permitted by
applicable law, buy the Pledged Collateral at any
private sale. The Pledgor will pay to the Lenders
all reasonable expenses (including, without
limitation, court costs and reasonable attorneys'
and paralegals' fees and expenses) of, or
incidental to, the enforcement of any of the
provisions hereof. The Lenders agree to distribute
any proceeds of the sale of the Pledged Collateral
in accordance with the Loan and Security
Agreement and the Pledgor shall remain liable for
any deficiency following the sale of the Pledged
Collateral.
(b) 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 Lenders 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, commercial
finance companies, insurance companies or other
financial institutions disposing of property similar
to the Pledged Collateral shall be deemed to be
commercially reasonable. Notwithstanding any
provision to the contrary contained herein, the
Pledgor agrees that any requirements of reasonable
notice shall be met if such notice is received by
the Pledgor as provided in Section 25 below at
least ten (10) days before the time of the sale or
disposition; provided, however, that the Lenders
may give any shorter notice that is commercially
reasonable under the circumstances. Any other
requirement of notice, demand or advertisement
for sale is waived, to the extent permitted by law.
(c) 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 an Event
of Default, the Pledgor agrees that after the
occurrence of an Event of Default, the Lenders
may, from time to time, attempt to sell all or any
part of the Pledged Collateral by means of a
private placement restricting the bidders and
prospective purchasers to those who are qualified
and will represent and agree that they are
purchasing for investment only and not for
distribution. In so doing, the Lenders may solicit
offers to buy the Pledged Collateral, or any part of
it, from a limited number of investors deemed by
the Lenders, in their reasonable judgment, to be
financially responsible parties who might be
interested in purchasing the Pledged Collateral. If
the Lenders solicit such offers from not less than
three (3) such investors, then the acceptance by
the Lenders of the highest offer obtained
therefrom shall be deemed to be a commercially
reasonable method of disposing of such Pledged
Collateral; provided, however, that this Section
does not impose a requirement that the Lenders
solicit offers from three or more investors in order
for the sale to be commercially reasonable.
10. Security Interest Absolute. All
rights of the Lenders and security interests
hereunder, and all obligations of the Pledgor
hereunder, shall be absolute and unconditional
irrespective of:
(a) Any lack of validity or
enforceability of the Loan and Security
Agreement or any other agreement or
instrument relating thereto;
(b) Any change in the time,
manner or place of payment of, or in any
other term of, all or any part of the
Liabilities, or any other amendment or
waiver of or any consent to any departure
from the Loan and Security Agreement;
(c) Any exchange, 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 part of the Liabilities; or
(d) 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
Pledge Agreement.
11. Lenders Appointed
Attorney-in-Fact. The Pledgor hereby appoints
each Lender its attorney-in-fact, with full
authority, in the name of the Pledgor or otherwise,
after the occurrence of an Event of Default, from
time to time in such Lender's sole discretion, to
take any action and to execute any instrument
which such Lender may deem necessary or
advisable to accomplish the purposes of this
Pledge 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 and
to arrange for the transfer of all or any part of the
Pledged Collateral on the books of a Direct
Subsidiary to the name of the Lenders or their
nominees.
12. Waivers. (a) The Pledgor
waives presentment and demand for payment of
any of the Liabilities, protest and notice of
dishonor or Event of 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 Loan
and Security Agreement.
(b) The Pledgor agrees that all of
its obligations under this Pledge Agreement shall
remain in full force and effect without defense,
offset or counterclaim of any kind,
notwithstanding that the Pledgor's rights against
the Borrower may be impaired, destroyed or
otherwise affected by reason of any action or
inaction on the part of the Lenders.
(c) The Pledgor hereby expressly
waives the benefits of any laws purporting to
allow a guarantor or pledgor to revoke a
continuing guaranty or pledge with respect to any
transactions occurring after the date of the
guaranty or pledge.
13. Term. This Pledge Agreement
shall remain in full force and effect until the
Liabilities have been fully and indefeasibly paid in
cash, all commitments to lend under the Loan and
Security Agreement have expired and the Loan
and Security Agreement has been terminated
pursuant to its terms. Upon the termination of this
Pledge Agreement as provided above (other than
as a result of the sale of the Pledged Collateral),
the Lenders will release the security interest
created hereunder and, if they then have
possession of the Pledged Stock, will deliver the
Pledged Stock and the Powers to the Pledgor.
14. Definitions. The singular shall
include the plural and vice versa and any gender
shall include any other gender as the context may
require.
15. Successors and Assigns. This
Pledge Agreement shall be binding upon and inure
to the benefit of the Pledgor, the Lenders and their
respective successors and assigns. The Pledgor's
successors and assigns shall include, without
limitation, a receiver, trustee or
debtor-in-possession of or for the Pledgor.
16. GOVERNING LAW. THIS
PLEDGE AGREEMENT HAS BEEN
EXECUTED AND DELIVERED BY THE
PARTIES HERETO IN NEW YORK, NEW
YORK. ANY DISPUTE BETWEEN THE
LENDERS AND THE PLEDGOR ARISING
OUT OF OR RELATED TO THE
RELATIONSHIP ESTABLISHED BETWEEN
THEM IN CONNECTION WITH THIS PLEDGE
AGREEMENT, AND WHETHER ARISING IN
CONTRACT, TORT, EQUITY, OR
OTHERWISE, SHALL BE RESOLVED IN
ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAWS BUT OTHERWISE
WITHOUT REGARD TO CONFLICTS OF
LAWS PROVISIONS.
17. Consent to Jurisdiction;
Counterclaims; Forum Non Conveniens. (a)
Exclusive Jurisdiction. Except as provided in
subsection (b) of this Section 17, the Lenders and
the Pledgor agree that all disputes between them
arising out of or related to the relationship
established between them in connection with this
Pledge Agreement, whether arising in contract,
tort, equity, or otherwise, shall be resolved only
by state or federal courts located in New York,
New York, but the parties acknowledge that any
appeals from those courts may have to be heard
by a court located outside of New York, New
York.
(b) Other Jurisdictions. The
Lenders shall have the right to proceed against the
Pledgor or its property in a court in any location
to enable the Lenders to obtain personal
jurisdiction over the Pledgor, to realize on the
Pledged Collateral or any other security for the
Liabilities or to enforce a judgment or other court
order entered in favor of the Lenders. The
Pledgor shall not assert any permissive
counterclaims in any proceeding brought by the
Lenders arising out of or relating to this Pledge
Agreement.
(c) Venue; Forum Non
Conveniens. Each of the Pledgor and each of the
Lenders waives any objection that it may have
(including, without limitation, any objection to the
laying of venue or based on forum non
conveniens) to the location of the court in which
any proceeding is commenced in accordance with
this Section 17.
18. WAIVER OF JURY TRIAL.
EACH OF THE PLEDGOR AND THE
LENDERS WAIVES ANY RIGHT TO TRIAL
BY JURY IN ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR
OTHERWISE, BETWEEN THE LENDERS AND
THE PLEDGOR ARISING OUT OF OR
RELATED TO THE TRANSACTIONS
CONTEMPLATED BY THIS PLEDGE
AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN
CONNECTION HEREWITH. EITHER THE
PLEDGOR OR A LENDER MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF
THIS PLEDGE AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE PARTIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL
BY JURY.
19. Waiver of Bond. The Pledgor
waives the posting of any bond otherwise required
of the Lenders in connection with any judicial
process or proceeding to realize on the Collateral
or any other security for the Liabilities, to enforce
any judgment or other court order entered in favor
of the Lenders, or to enforce by specific
performance, temporary restraining order, or
preliminary or permanent injunction, this Pledge
Agreement or any other agreement or document
between the Lenders and the Pledgor.
20. Advice of Counsel. The
Pledgor represents and warrants to the Lenders
that it has consulted with its legal counsel
regarding all waivers under this Pledge
Agreement, including without limitation those
under Section 12 and Sections 16 through 19
hereof, that it believes that it fully understands all
rights that it is waiving and the effect of such
waivers, that it assumes the risk of any
misunderstanding that it may have regarding any
of the foregoing, and that it intends that such
waivers shall be a material inducement to the
Lenders to extend the indebtedness secured
hereby.
21. Severability. Whenever
possible, each provision of this Pledge Agreement
shall be interpreted in such manner as to be
effective and valid under applicable law, but, if
any provision of this Pledge Agreement shall be
held to be prohibited or invalid under applicable
law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the
remaining provisions of this Pledge Agreement.
22. Further Assurances. The
Pledgor agrees that it will cooperate with the
Lenders and will execute and deliver, or cause to
be executed and delivered, all such other stock
powers, proxies, instruments and documents, and
will take all such other actions, including, without
limitation, the execution and filing of financing
statements, as the Lenders may reasonably request
from time to time in order to carry out the
provisions and purposes of this Pledge Agreement.
23. The Lenders' Duty of Care.
The Lenders shall not be liable for any acts,
omissions, errors of judgment or mistakes of fact
or law including, without limitation, acts,
omissions, errors or mistakes with respect to the
Pledged Collateral, except for those arising out of
or in connection with the Lenders' (i) gross
negligence or willful misconduct, or (ii) failure to
use reasonable care with respect to the safe
custody of the Pledged Collateral in the Lenders'
possession. Without limiting the generality of the
foregoing, the Lenders shall be under no
obligation to take any steps necessary to preserve
rights in the Pledged Collateral against any other
parties but may do so at its option. All expenses
incurred in connection therewith shall be for the
sole account of the Pledgor, and shall constitute
part of the Liabilities secured hereby.
24. Notices. All notices and other
communications required or desired to be served,
given or delivered hereunder shall be made in
writing or by a telecommunications device capable
of creating a written record and shall be addressed
to the party to be notified as follows:
if to the Pledgor, at
Aegis Consumer Finance, Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: President
Telecopy: (000) 000-0000
if to the Lender, at
III Finance, Ltd.
III Global, Ltd.
c/o Admiral Administration Ltd.
Anchorage Center, 2nd Floor
Grand Cayman, Cayman Islands
British West Indies
Attention: Xxxxx Bree
Telecopy: (000) 000-0000
with a copy to
III Offshore Advisors
000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxx
000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telecopy: (000) 000-0000
or, as to each party, at such other address as
designated by such party in a written notice to the
other party. All such notices and communications
shall be deemed to be validly served, given or
delivered (i) three (3) days following deposit in
the United States mails, with proper postage
prepaid; (ii) upon delivery thereof if delivered by
hand to the party to be notified; (iii) one Business
Day after delivery thereof to a reputable overnight
courier service, with delivery charges prepaid; or
(iv) upon transmission thereof with confirmation
of successful transmission from the sending
telecommunications device, if sent by
telecommunications device.
25. Amendments, Waivers and
Consents. No amendment or waiver of any
provision of this Pledge Agreement nor consent to
any departure by the Pledgor herefrom, shall in
any event be effective unless the same shall be in
writing and signed by each of the Lenders
pursuant to the terms of the Loan and Security
Agreement, and then such amendment, waiver or
consent shall be effective only in the specific
instance and for the specific purpose for which
given.
26. 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.
27. Execution in Counterparts.
This Pledge Agreement may be executed in any
number of counterparts, each of which shall be an
original, but all of which shall together constitute
one and the same agreement.
28. Merger. This Pledge
Agreement represents the final agreement of the
Pledgor with respect to the matters contained
herein and may not be contradicted by evidence of
prior or contemporaneous agreements, or
subsequent oral agreements, between the Pledgor
and the Lenders.
29. Bailment, Agency for
Possession. Each of the Lenders hereby appoints
[III Offshore Advisors] as their agent for purposes
of perfecting their respective security interests and
liens on the Pledged Collateral. To the extent that
either Lender obtains possession of the Pledged
Collateral, such Lender shall hold such Pledged
Collateral as agent for itself and the other Lender.
IN WITNESS WHEREOF, the
Pledgor and the Lenders have executed this Pledge
Agreement as of the date set forth above.
AEGIS CONSUMER FINANCE, INC.
By: _________________________
Name: ___________________
Title: __________________
III
FINA
NCE,
LTD.
By: _________________________
Name: ___________________
Title: __________________
III GLOBAL, LTD.
By: _________________________
Name: ___________________
Title: __________________
ACKNOWLEDGMENT
The undersigned hereby
acknowledges receipt of a copy of the foregoing
Pledge Agreement, agrees promptly to note on its
books the security interests granted under such
Pledge Agreement, and waives any rights or
requirement at any time hereafter to receive a
copy of such Pledge Agreement in connection
with the registration of any Pledged Collateral in
the name of the Lenders or its nominee or the
exercise of voting rights by the Lenders or their
nominees.
AEGIS
ACCEPTANCE CORP.
By:
___________________________
Name: _____________________
Title: ______________________
AEGIS
AUTO FINANCE, INC.
By:
___________________________
Name: _____________________
Title: ______________________
EXHIBIT A
to
PLEDGE AGREEMENT
dated as of March __, 1997
Pledged Stock Certificates
Number of
Name of Direct
Issued and
Subsidiary
Outstanding Shares
Aegis Auto Finance, Inc.
[__________]
Aegis Acceptance Corp.
[__________]
EXHIBIT B
to
PLEDGE AGREEMENT
dated as of March __, 1997
Form of Stock Power
STOCK POWER
FOR VALUE RECEIVED, the
undersigned does hereby sell, assign and transfer
to _____________________________ _____
Shares of Common Stock of [INSERT NAME OF
DIRECT SUBSIDIARY], a Delaware corporation,
represented by Certificate No. __ (the "Stock"),
standing in the name of the undersigned on the
books of said corporation and does hereby
irrevocably constitute and appoint
___________________________________ as the
undersigned's true and lawful attorney, for it and
in its name and stead, to sell, assign and transfer
all or any of the Stock, and for that purpose to
make and execute all necessary acts of assignment
and transfer thereof; and to substitute one or more
persons with like full power, hereby ratifying and
confirming all that said attorney or substitute or
substitutes shall lawfully do by virtue hereof.
Dated: _______________
AEGIS
CONSUMER FINANCE, INC.
By:
_________________________
Title:
TABLE OF CONTENTS
1. Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Security for Liabilities . . . . . . . . . . . . . . . . . . . . . 2
3. Pledged Collateral Adjustments . . . . . . . . . . . . . . . . . . 2
4. Subsequent Changes Affecting Pledged
Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. Representations and Warranties . . . . . . . . . . . . . . . . . . 3
6. Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. Dividends and Other Distributions. . . . . . . . . . . . . . . . . 4
8. Transfers and Other Liens. . . . . . . . . . . . . . . . . . . . . 5
9. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
10. Security Interest Absolute. . . . . . . . . . . . . . . . . . . . 7
11. Lenders Appointed Attorney-in-Fact. . . . . . . . . . . . . . . . 7
12. Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
13. Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
14. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
15. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . 8
16. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . 8
17. Consent to Jurisdiction;
Counterclaims; Forum Non Conveniens. . . . . . . . . . . . . . . . . . 8
18. WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . 9
19. Waiver of Bond. . . . . . . . . . . . . . . . . . . . . . . . . . 9
20. Advice of Counsel . . . . . . . . . . . . . . . . . . . . . . . . 9
21. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
22. Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . 9
23. The Lenders' Duty of Care . . . . . . . . . . . . . . . . . . . .10
24. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
25. Amendments, Waivers and Consents. . . . . . . . . . . . . . . . .11
26. Section Headings. . . . . . . . . . . . . . . . . . . . . . . . .11
27. Execution in Counterparts . . . . . . . . . . . . . . . . . . . .11
28. Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
29. Bailment, Agency for Possession . . . . . . . . . . . . . . . . .11
EXHIBITS
EXHIBIT A -- Pledged Stock
Certificates
EXHIBIT B -- Form of Stock Power
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