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EXHIBIT 10.2.4
NEGATIVE PLEDGE AGREEMENT
April 30, 1998
Greyrock Business Credit
00000 Xxxxxxxx Xxxx. Xxxxx 000
Xxx Xxxxxxx, XX 00000
Gentlemen:
Reference is made to the Loan and Security Agreement between you ("GBC")
and us and certain of our affiliates dated of even date (the "Loan Agreement")
and the documents and instruments relating thereto (with the Loan Agreement,
collectively, the "Loan Documents"). (Capitalized terms used in this Letter
Agreement, which are not defined, shall have the meanings set forth in the Loan
Agreement.)
This will confirm our agreement that we shall not permit our subsidiary,
Cerplex SAS, a French "societe anonyme simplifiee" organized under the laws of
France (the "French Subsidiary"), to encumber or grant security interests in any
of its assets of any kind or to permit any of its assets to be subject to any
liens or charges, except for "Permitted Liens" (as defined in the Loan
Agreement). Without limiting the foregoing, within 30 days after the date
hereof, we shall cause the general assembly of shareholders of the French
Subsidiary to adopt appropriate resolutions or take other corporate action to
require that any encumbrance, grant of a security interest, lien or charge on
any of its assets (other than Permitted) will require the unanimous consent of
the shareholders, in order to implement this Agreement (but this Agreement shall
be fully effective notwithstanding any failure to adopt such resolutions), and
we shall provide you with written evidence of the same within said 30-day
period.
This Negative Pledge Agreement and the other Loan Documents set forth in
full all of the representations and agreements of the parties with respect to
the subject matter hereof and supersede all prior discussions, representations,
agreements and understandings between the parties. This Letter Agreement may not
be modified or amended, nor may any rights hereunder be waived, except in a
writing signed by the parties hereto. Upon termination of the Loan Agreement and
payment in full of all of the Obligations, this Negative Pledge Agreement shall
terminate and be of no further force or effect.
Sincerely yours,
Cerplex, Inc. (formerly The Cerplex Group, Inc.),
a Delaware corporation
By_____________________________________
Title__________________________________
Accepted and agreed:
Greyrock Business Credit, a Division of
NationsCredit Commercial Corporation
By____________________________________
Title_________________________________
