Exhibit 4.6
PLEDGE AGREEMENT
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Pledge Agreement, dated as of __________ __,2001 made by
________________ (the "Pledgor"), to CBRE Holding, Inc., a Delaware corporation
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formerly known as XXXX XX Holding Corp. (the "Company"). Capitalized terms that
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are not defined herein shall have the meanings ascribed to them in the Note (as
defined below).
Pledgor (i) is the owner of shares of the Company's Class A Common
Stock, par value $0.01 per share, identified on Schedule 1 hereto (the "Pledged
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Interests"). The Company is loaning Pledgor ___________ Dollars ($________)
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(the "Loan"), to be evidenced by a full recourse note to be executed by Pledgor
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simultaneously herewith (the "Note"). It is a condition precedent to the making
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of the Loan under the Note that Pledgor shall have made the pledge contemplated
by this Agreement.
NOW, THEREFORE, in consideration of the premises and in order to
induce the Company to make the Loan under the Note, Pledgor hereby agrees with
the Company as follows:
1. Pledge. Pledgor hereby pledges to the Company and grants the
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Company a first priority security interest in (a) the Pledged Interests and (b)
all Proceeds and products thereof, accessions thereto and substitutions
therefore, including, without limitation, all Investment Property and General
Intangibles included therein and all dividends, distributions, rights and
interests that may, from time to time, be issued, granted or arise in respect
thereof (collectively, the "Collateral"). As used herein, the terms "Proceeds,"
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"Investment Property" and "General Intangibles" shall have the respective
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meanings set forth in the Uniform Commercial Code of New York as in effect on
the date hereof.
2. Security for Obligations. This Pledge Agreement secures the
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payment of all of Pledgor's obligations under the Note and this Pledge Agreement
(including, without limitation, interest accruing at the then applicable rate
provided in the Note after the maturity of the Loan and interest accruing at the
then applicable rate provided in the Note after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Pledgor, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), whether due or to become
due or now existing or hereafter incurred (the "Obligations").
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3. Delivery of Pledged Collateral. All certificates or instruments
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representing or evidencing the Pledged Interests, including Collateral received
by the Borrower after the date hereof, shall be delivered to and held by the
Company and shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in blank, all
in form and substance satisfactory to the Company.
4. Representations and Warranties. Pledgor represents and warrants
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that (i) Pledgor is the legal and beneficial owner of the Pledged Interests and
(ii) no lien, security interest, pledge, hypothecation or similar encumbrance
exists on the Collateral (except as created hereunder) ("Lien").
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5. Disposition. The Pledgor may not sell, exchange or otherwise
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dispose of any of the Pledged Interests unless the Pledgor has repaid the amount
of unpaid principal and any accrued and unpaid interest on the Note in full.
Without the prior written consent of the
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Company, the Pledgor will not (a) grant any option with respect to, create,
incur or permit to exist any Lien or option in favor of or any claim of any
Person with respect to, any of the Collateral, or any interest therein, except
for the security interests created by this Pledge Agreement, or (b) enter into
any agreement or undertaking restricting the right or ability of the Pledgor or
the Company to Transfer any of the Collateral, except for the restrictions set
forth herein with respect to the Pledgor.
6. Indemnity. The Pledgor shall pay, and save the Company and its
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directors, employees and affiliates harmless from, any and all liabilities and
expenses related to or arising from the Note or the Pledge Agreement or any
exercise of remedies in respect thereof, including with respect to, or resulting
from any delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the Collateral
or in connection with any of the transactions contemplated by this Pledge
Agreement.
7. Rights and Remedies of the Company. If any obligation under the
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Note is not paid in full when due, or if any obligation thereunder is
accelerated as set forth therein (except in the case of an insolvency event
described in clause (a) of Section 2 of the Note, in which case no notice shall
be required), (a) the Company shall, by notice to the Pledgor of its intent to
exercise such rights, have the right to receive any and all cash payments or
distributions paid in respect of the Collateral and make application thereof to
the Obligations in such order as the Company may determine, and to exercise all
rights of the Pledgor in respect of the Collateral and (b) shall have and may
exercise all the rights and remedies in respect of the Collateral and the
Obligations of a secured party under the New York Uniform Commercial Code, and
may apply any Proceeds from time to time to the Obligations in such manner as it
may elect. To the extent permitted by applicable law, the Pledgor waives all
claims, damages and demands it may acquire against the Company arising out of
the exercise by them of any rights hereunder. The Pledgor shall remain liable
for any deficiency if the proceeds of any sale or other disposition of
Collateral are insufficient to pay the Obligations.
8. Cash Dividends; Voting Rights. Unless any obligation under the
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Note is not paid in full when due, or if any obligation thereunder is
accelerated as set forth therein (except in the case of an insolvency event
described in clause (a) of Section 2 of the Note, in which case no notice shall
be required), the Pledgor shall be permitted (a) to receive, upon repayment of
the Note and all accrued and unpaid interest thereon, all cash dividends paid in
respect of the Pledged Interests and (b) to exercise all voting and corporate
rights with respect to the Pledged Interests.
9. Further Assurances. Pledgor agrees that from time to time the
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Pledgor will promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary or desirable, or that the
Company may request, in order to perfect and protect the pledge and first
priority security interest granted hereby, and further authorizes the Company to
file financing statements with respect to the Collateral with the signature of
the Pledgor as the Company determines appropriate.
10. Continuing Security Interest. This Agreement shall be a continuing
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assignment of, and security interest in, the Collateral and shall remain in full
force and effect until payment of all obligations under the Note. Upon the
payment in full of all such obligations,
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Pledgor shall be entitled to the return of the Pledged Interests and to the
release of the Company's security interest in the Collateral.
11. Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, Pledgor has caused this Agreement to be duly
executed and delivered as of the date first written above.
___________________________________
Name:
Address:
Schedule 1
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________ shares of Class A Common Stock, par value $.01 per share, of CBRE
Holding, Inc.
