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EXHIBIT D
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT dated as of June 24, 1997, is by and between XXXXX,
XXXXXXX & CO., INC., a Texas corporation (the "Pledgor"), and COMERICA
BANK-TEXAS, a Texas state banking association (the "Secured Party").
R E C I T A L S:
A. Pledgor and Secured Party have entered into that certain Loan
Agreement of even date herewith (such Loan Agreement, as the same may be amended
or modified from time to time, being hereinafter referred to as the "Loan
Agreement"; terms defined in the Loan Agreement and not otherwise defined herein
being used as defined therein).
B. Secured Party has conditioned its obligations under the Loan Agreement
upon the execution and delivery of this Agreement by Pledgor.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
SECURITY INTEREST AND PLEDGE
1.1 SECURITY INTEREST AND PLEDGE. As collateral security for the prompt
payment in full when due of the Obligations (whether at stated maturity, by
acceleration, or otherwise) and all present and future obligations of Pledgor
under this Agreement, Pledgor hereby pledges and grants to Secured Party a
first priority security interest in the following property (such property
being hereinafter sometimes called the "Collateral"):
(a) 150,000 shares of common and 100,000 shares of Class A common
capital stock of Spinnaker Industries, Inc., a Delaware corporation, now
owned or hereafter acquired;
(b) all shares of capital stock of Spinnaker Industries, Inc.
hereafter delivered by Pledgor to Secured Party pursuant to the terms
hereof; and
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(c) all products, proceeds, revenues, distributions, dividends,
stock dividends, securities, and other property, rights, and interests
that Pledgor receives or is at any time entitled to receive on account of
the same.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Pledgor represents and warrants to Secured Party that:
2.1 TITLE. Pledgor owns, and with respect to Collateral acquired after
the date hereof, Pledgor will own, legally and beneficially, the Collateral
free and clear of any Lien, security interest, pledge, claim, or other
encumbrance or any right or option on the part of any third Person to
purchase or otherwise acquire the Collateral or any part thereof, except for
the security interest granted hereunder. The Collateral is not subject to
any restriction on transfer or assignment except for compliance with
applicable federal and state securities laws and regulations promulgated
thereunder. Pledgor has the unrestricted right to pledge the Collateral as
contemplated hereby. All of the Collateral has been duly and validly issued
and is fully paid and nonassessable.
2.2 FIRST PRIORITY PERFECTED SECURITY INTEREST. This Agreement creates
in favor of Secured Party a first priority perfected security interest in the
Collateral. There are no conditions precedent to the effectiveness of this
Agreement that have not been fully and permanently satisfied.
2.3 HOLDING PERIOD. The Collateral has been beneficially owned by
Pledgor for at least one year, and if any of the Collateral was acquired by
purchase, the purchase price therefor has been paid in full for at least one
year. For purposes of this provision, in calculating the one-year period of
Pledgor's fully paid beneficial ownership, Pledgor is excluding the period,
if any, that Pledgor had a "short position" in, or any put or other option to
sell, any shares of the same class of securities as the Collateral or any
securities convertible into any such shares.
ARTICLE III
AFFIRMATIVE AND NEGATIVE COVENANTS
Pledgor covenants and agrees with Secured Party that:
3.1 DELIVERY. Prior to or concurrently with the execution and delivery
of this Agreement, Pledgor shall deliver to Secured Party all certificate(s)
identified in Section 1.1(a) hereof, accompanied by undated stock powers duly
executed in blank.
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3.2 ENCUMBRANCES. Pledgor shall not create, permit, or suffer to exist,
and shall defend the Collateral against, any Lien, security interest, or
other encumbrance on the Collateral except the pledge and security interest
of Secured Party hereunder, and shall defend Pledgor's rights in the
Collateral and Secured Party's security interest in the Collateral against
the claims of all Persons.
3.3 SALE OF COLLATERAL. Pledgor shall not sell, assign, or otherwise
dispose of the Collateral or any part thereof without the prior written
consent of Secured Party.
3.4 DISTRIBUTIONS. With respect to Collateral, if Pledgor shall become
entitled to receive or shall receive any stock certificate (including,
without limitation, any certificate representing a stock dividend or a
distribution in connection with any reclassification, increase, or reduction
of capital or issued in connection with any reorganization), option or
rights, whether as an addition to, in substitution of, or in exchange for any
Collateral or otherwise, Pledgor agrees to accept the same as Secured Party's
agent and to hold the same in trust for Secured Party, and to deliver the
same forthwith to Secured Party in the exact form received, with the
appropriate endorsement of Pledgor when necessary and/or appropriate undated
stock powers duly executed in blank, to be held by Secured Party as
additional Collateral for the Obligations, subject to the terms hereof. Any
sums paid upon or in respect of the Collateral upon the liquidation or
dissolution of the issuer thereof shall be paid over to Secured Party to be
held by it as additional Collateral for the Obligations subject to the terms
hereof; and in case any distribution of capital shall be made on or in
respect of the Collateral or any property shall be distributed upon or with
respect to the Collateral pursuant to any recapitalization or
reclassification of the capital of the issuer thereof or pursuant to any
reorganization of the issuer thereof, the property so distributed shall be
delivered to the Secured Party to be held by it, as additional Collateral for
the Obligations, subject to the terms hereof. All sums of money and property
so paid or distributed in respect of the Collateral that are received by
Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor
in trust as additional security for the Obligations.
3.5 FURTHER ASSURANCES. At any time and from time to time, upon the
request of Secured Party, and at the sole expense of Pledgor, Pledgor shall
promptly execute and deliver all such further instruments and documents and
take such further action as Secured Party may deem necessary or desirable to
preserve and perfect his security interest in the Collateral and carry out
the provisions and purposes of this Agreement, including, without limitation,
the execution and filing of such financing statements as Secured Party may
require. A carbon, photographic, or other reproduction of this Agreement or
of any financing statement covering the Collateral or any part thereof shall
be sufficient as a financing statement and may be filed as a financing
statement. Subject to the right of Pledgor to receive cash dividends under
Section 4.3 hereof, in the event any Collateral is ever received by Pledgor,
Pledgor shall promptly transfer and deliver to Secured Party such Collateral
so
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received by Pledgor (together with any necessary endorsements in blank or
undated stock powers duly executed in blank), which Collateral shall
thereafter be held by Secured Party pursuant to the terms of this Agreement.
Secured Party shall at all times have the right to exchange any certificates
representing Collateral for certificates of smaller or larger denominations
for any purpose consistent with this Agreement.
3.6 TAXES. Pledgor agrees to pay or discharge prior to delinquency all
taxes, assessments, levies, and other governmental charges imposed on him or
his property, except Pledgor shall not be required to pay or discharge any
tax, assessment, levy, or other governmental charge if (i) the amount or
validity thereof is being contested by Pledgor in good faith by appropriate
proceedings diligently pursued, and (ii) such proceedings do not involve any
risk of sale, forfeiture, or loss of the Collateral or any interest therein.
3.7 NOTIFICATION. Pledgor shall promptly notify Secured Party of (i)
any Lien, security interest, encumbrance, or claim made or threatened against
the Collateral, (ii) any material change in the Collateral, including,
without limitation, any material decrease in the value of the Collateral, and
(iii) the occurrence or existence of any Event of Default or the occurrence
or existence of any condition or event that, with the giving of notice or
lapse of time or both, would be an Event of Default.
3.8 COMPLIANCE WITH AGREEMENTS. Pledgor shall comply in all respects
with all agreements, contracts, and instruments binding on him or affecting
his properties or employment with which Pledgor's failure to comply would
have a material adverse effect on the financial condition of Pledgor.
3.9 COMPLIANCE WITH LAWS. Pledgor shall comply in all material respects
with all applicable laws, rules, regulations, and orders of any court or
Governmental Authority.
3.10 PROVIDE INFORMATION. Pledgor shall fully cooperate, to the extent
requested by Secured Party, in the completion of any notice, form, schedule,
or other document filed by Secured Party on its own behalf or on behalf of
Pledgor, including, without limitation, any required notice or statement of
beneficial ownership or of the acquisition of beneficial ownership of equity
securities constituting part of the Collateral and any notice of proposed
sale of any such securities pursuant to Rule 144 as promulgated by the SEC
under the Securities Act of 1933, as amended. Without limiting the
generality of the foregoing, Pledgor shall furnish to Secured Party any and
all information which Secured Party may reasonably request for purposes of
any such filing, regarding Pledgor, the Collateral, and any issuer of any of
the Collateral.
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3.11 NOTIFICATION OF CHANGES IN BENEFICIAL OWNERSHIP. Pledgor shall
promptly notify Secured Party of any sale of securities of Spinnaker
Industries, Inc. by Pledgor, either Guarantor, or by any Person resident in
the household of either Guarantor or under the control of such Persons and
shall furnish promptly to Secured Party a copy of any Form 144 filed in
respect of any such sale. In addition, if Pledgor, either Guarantor, or any
other Person resident in either Guarantor's household or under the control of
such Persons shall file with the SEC a form or other document reporting any
change in the beneficial ownership of the common stock of Spinnaker
Industries, Inc., Pledgor shall promptly furnish to Secured Party a copy of
such form or document.
3.12 RESTRICTION ON SALES AFTER DEFAULT. Pledgor shall not sell or
suffer or permit either Guarantor, either Guarantor's spouse or any other
resident of either Guarantor's household to sell any shares of the same class
of securities as the Collateral at any time after any Event of Default shall
have occurred, and shall not sell or permit to be sold any other such shares
held by Pledgor or any of such Persons as trustee, nominee or in any similar
capacity or otherwise subject to the direction or control of such Persons.
ARTICLE IV
RIGHTS OF SECURED PARTY AND PLEDGOR
4.1 POWER OF ATTORNEY. Pledgor hereby irrevocably constitutes and
appoints Secured Party and any officer or agent thereof, with full power of
substitution, as Pledgor's true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead and in the name of
Pledgor or in its own name, from time to time in Secured Party's discretion,
when an Event of Default exists, to take any and all action and to execute
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Agreement and, without limiting the
generality of the foregoing, hereby gives Secured Party the power and right
on behalf of Pledgor and in its own name to do any of the following (subject
to the rights of Pledgor under Sections 4.2 and 4.3 hereof), without notice
to or the consent of Pledgor, after the occurrence and during the
continuation of an Event of Default:
(i) to demand, xxx for, collect, or receive in the name of Pledgor
or in its own name, any money or property at any time payable or
receivable on account of or in exchange for any of the Collateral and, in
connection therewith, endorse checks, notes, drafts, acceptances, money
orders, or any other instruments for the payment of money under the
Collateral;
(ii) to pay or discharge taxes, Liens, security interests, or other
encumbrances levied or placed on or threatened against the Collateral;
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(iii) (A) to direct account debtors and any other parties liable
for any payment under any of the Collateral to make payment of any and
all monies due and to become due thereunder directly to Secured Party or
as Secured Party shall direct; (B) to receive payment of and receipt for
any and all monies, claims, and other amounts due and to become due at
any time in respect of or arising out of any Collateral; (C) to sign and
endorse any drafts, assignments, proxies, stock powers, verifications,
notices, and other documents relating to the Collateral; (D) to commence
and prosecute any suit, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect the Collateral or any part
thereof and to enforce any other right in respect of any Collateral; (E)
to defend any suit, action, or proceeding brought against Pledgor with
respect to any Collateral; (F) to settle, compromise, or adjust any suit,
action, or proceeding described above and, in connection therewith, to
give such discharges or releases as Secured Party may deem appropriate;
(G) to exchange any of the Collateral for other property upon any merger,
consolidation, reorganization, recapitalization, or other readjustment of
the issuer thereof and, in connection therewith, deposit any of the
Collateral with any committee, depositary, transfer agent, registrar, or
other designated agency upon such terms as Secured Party may determine;
(H) to add or release any guarantor, indorser, surety, or other party to
any of the Collateral or the Obligations; (I) to renew, extend, or
otherwise change the terms and conditions of any of the Collateral or
Obligations; (J) to insure any of the Collateral; (K) to sell, transfer,
pledge, make any agreement with respect to or otherwise deal with any of
the Collateral as fully and completely as though Secured Party were the
absolute owner thereof for all purposes, and to do, at Secured Party's
option and Pledgor's expense, at any time, or from time to time, all acts
and things which Secured Party deems necessar to protect, preserve, or
realize upon the Collateral and Secured Party's security interest
therein; and (L) to complete, execute and file with the SEC one or more
notices of proposed sale of securities pursuant to Rule 144.
This power of attorney is a power coupled with an interest and shall be
irrevocable. Secured Party shall be under no duty to exercise or withhold the
exercise of any of the rights, powers, privileges, and options expressly or
implicitly granted to Secured Party in this Agreement, and shall not be
liable for any failure to do so or any delay in doing so. Secured Party
shall not be liable for any act or omission or for any error of judgment or
any mistake of fact or law in its individual capacity or in its capacity as
attorney-in-fact except acts or omissions resulting from its gross negligence
or willful misconduct. This power of attorney is conferred on Secured Party
solely to protect, preserve, and realize upon its security interest in the
Collateral.
4.2 VOTING RIGHTS. Unless and until an Event of Default shall have
occurred and be continuing, Pledgor shall be entitled to exercise any and all
voting rights pertaining to the Collateral or any part thereof for any
purpose not inconsistent with the terms of this Agreement or the Loan
Agreement. Secured Party shall execute and deliver to the Pledgor all such
proxies and other
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instruments as Pledgor may reasonably request for the purpose of enabling
Pledgor to exercise the voting rights which he is entitled to exercise
pursuant to this Section.
4.3 DIVIDENDS. Unless and until an Event of Default shall have occurred
and be continuing, Pledgor shall be entitled to receive and retain any
dividends on the Collateral paid in cash.
4.4 PERFORMANCE BY SECURED PARTY. If Pledgor fails to perform or comply
with any of the agreements contained herein, Secured Party itself may, at its
sole discretion, cause or attempt to cause performance or compliance with
such agreement and the reasonable expenses of Secured Party, together with
interest thereon at the maximum nonusurious per annum rate permitted by
applicable law, shall be payable by Pledgor to Secured Party on demand and
shall constitute Obligations secured by this Agreement. Notwithstanding the
foregoing, it is expressly agreed that Secured Party shall not have any
liability or responsibility for the performance of any obligation of Pledgor
under this Agreement.
4.5 SECURED PARTY'S DUTY OF CARE. Other than the exercise of reasonable
care in the physical custody of the Collateral while held by Secured Party
hereunder, Secured Party shall have no responsibility for or obligation or
duty with respect to all or any part of the Collateral or any matter or
proceeding arising out of or relating thereto, including, without limitation,
any obligation or duty to collect any sums due in respect thereof or to
protect or preserve any rights against prior parties or any other rights
pertaining thereto, it being understood and agreed that Pledgor shall be
responsible for preservation of all rights in the Collateral. Without
limiting the generality of the foregoing, Secured Party shall be conclusively
deemed to have exercised reasonable care in the custody of the Collateral if
Secured Party takes such action, for purposes of preserving rights in the
Collateral, as Pledgor may reasonably request in writing, but no failure or
omission or delay by Secured Party in complying with any such request by
Pledgor, and no refusal by Secured Party to comply with any such request by
Pledgor, shall be deemed to be a failure to exercise reasonable care.
4.6 ASSIGNMENT BY SECURED PARTY. Secured Party may at any time and from
time to time assign the Obligations and any portion thereof and/or the
Collateral and any portion thereof, and the assignee shall be entitled to all
of the rights and remedies of Secured Party under this Agreement in relation
thereto.
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ARTICLE V
DEFAULT
5.1 RIGHTS AND REMEDIES. If any Event of Default shall exist, Secured
Party shall have the following rights and remedies:
(i) In addition to all other rights and remedies granted to Secured
Party in this Agreement and in any other instrument or agreement securing,
evidencing, or relating to the Obligations, Secured Party shall have all of
the rights and remedies of a secured party under the Uniform Commercial
Code as adopted by the State of Texas. Without limiting the generality of
the foregoing, Secured Party may (A) without demand or notice to Pledgor,
collect, receive, or take possession of the Collateral or any part thereof,
(B) sell or otherwise dispose of the Collateral, or any part thereof, in
one or more parcels at public or private sale or sales, at Secured Party's
offices or elsewhere, for cash, on credit, or for future delivery, and/or
(C) bid and become a purchaser at any sale free of any right or equity of
redemption in Pledgor, which right or equity is hereby expressly waived and
released by Pledgor. Upon the request of Secured Party, Pledgor shall
assemble the Collateral and make it available to Secured Party at any place
designated by Secured Party that is reasonably convenient to Pledgor and
Secured Party. Pledgor agrees that Secured Party shall not be obligated to
give more than ten (10) days written notice of the time and place of any
public sale or of the time after which any private sale may take place and
that such notice shall constitute reasonable notice of such matters.
Secured Party shall not be obligated to make any sale of the Collateral
regardless of notice of sale having been given. Secured Party may adjourn
any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned. Pledgor shall be
liable for all expenses of retaking, holding, preparing for sale, or the
like, and all reasonable attorneys' fees and other expenses incurred by
Secured Party in connection with the collection of the Obligations and the
enforcement of Secured Party's rights under this Agreement, all of which
expenses and fees shall constitute additional Obligations secured by this
Agreement. Secured Party may apply the Collateral against the Obligations
in such order and manner as Secured Party may elect in its sole discretion.
Pledgor shall remain liable for any deficiency if the proceeds of any sale
or disposition of the Collateral are insufficient to pay the Obligations.
Pledgor waives all rights of marshalling in respect of the Collateral.
(ii) Secured Party may cause any or all of the Collateral held by it
to be transferred into the name of Secured Party or the name or names of
Secured Party's nominee or nominees.
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(iii) Secured Party may collect or receive all money or property
at any time payable or receivable on account of or in exchange for any of
the Collateral, but shall be under no obligation to do so.
(iv) Secured Party shall have the right, but shall not be obligated
to, exercise or cause to be exercised all voting, consensual, and other
powers of ownership pertaining to the Collateral, and Pledgor shall deliver
to Secured Party, if requested by Secured Party, irrevocable proxies with
respect to the Collateral in form satisfactory to Secured Party.
(v) Pledgor hereby acknowledges and confirms that Secured Party may
be unable to effect a public sale of any or all of the Collateral by reason
of certain prohibitions contained in the Securities Act of 1933, as
amended, and applicable state securities laws and may be compelled to
resort to one or more private sales thereof to a restricted group of
purchasers who will be obligated to agree, among other things, to acquire
any shares of the Collateral for their own respective accounts for
investment and not with a view to distribution or resale thereof. Pledgor
further acknowledges and confirms that any such private sale may result in
prices or other terms less favorable to the seller than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable
manner, in accordance with the Uniform Commercial Code, as adopted in the
State of Texas, and Secured Party shall be under no obligation to take any
steps in order to permit the Collateral to be sold at a public sale.
Secured Party shall be under no obligation to delay a sale of any of the
Collateral for any period of time necessary to permit any issuer thereof to
register such Collateral for public sale under the Securities Act of 1933,
as amended, or under applicable state securities laws.
(vi) If Secured Party determines that it will sell all or part of the
Collateral pursuant to Section 5.1 hereof, and if, in the opinion of
Secured Party it is necessary or advisable to have the Collateral, or that
portion thereof to be sold, registered under the Securities Act of 1933, as
amended, Pledgor will, at Pledgor's expense, cause each issuer of the
Collateral, or that portion thereof to be sold, to execute and deliver, and
cause the directors and officers of each such issuer to execute and deliver
all such instruments and documents and cause such issuer(s), directors, and
officers to do or cause to be done all such other acts and things as may be
necessary or, in Secured Party's opinion, advisable to register the
Collateral, or that portion thereof to be sold, under the Securities Act of
1933, as amended, and to cause the registration statement relating thereto
to become effective and to remain effective for a period of one year from
the date of the first public offering of the Collateral, or that portion
thereof to be sold, and to make all amendments thereto and to the related
prospectus that, in Secured Party's opinion, are necessary or advisable,
all in conformity with the requirements of the Securities Act of 1933, as
amended, and the rules
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and regulations of the SEC applicable thereto. Pledgor agrees to cause each
issuer of the Collateral, or that portion thereof to be sold, to comply with
Securities Act of 1933, as amended, and the blue sky laws of any
jurisdiction that Secured Party shall designate and cause each such issuer
to make available to its security holders, as soon as practical, an earnings
statement (which need not be audited) that will satisfy the provisions of
the Securities Act of 1933, as amended.
(vii) On any sale of the Collateral, Secured Party is hereby
authorized to comply with any limitation or restriction with which
compliance is necessary, in the view of Secured Party's counsel, in order
to avoid any violation of applicable law or in order to obtain any required
approval of the purchaser or purchasers by any applicable Governmental
Authority.
ARTICLE VI
MISCELLANEOUS
6.1 NO WAIVER; CUMULATIVE REMEDIES. No failure on the part of Secured
Party to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power, or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any right,
power, or privilege under this Agreement preclude any other or further
exercise thereof or the exercise of any other right, power, or privilege.
The rights and remedies provided for in this Agreement are cumulative and not
exclusive of any rights and remedies provided by law.
6.2 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of Pledgor and Secured Party and their respective heirs,
successors, and assigns, except that Pledgor may not assign any of his rights
or obligations under this Agreement without the prior written consent of
Secured Party.
6.3 AMENDMENT; ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER
HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The
provisions of this Agreement may be amended or waived only by an instrument
in writing signed by the parties hereto.
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6.4 NOTICES. All notices and other communications provided for in this
Agreement shall be given as provided in the Loan Agreement.
6.5 APPLICABLE LAW; VENUE; SERVICE OF PROCESS. This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas
and the applicable laws of the United States of America. This Agreement has
been entered into in Dallas County, Texas, and it shall be performable for
all purposes in Dallas County, Texas.
6.6 HEADINGS. The headings, captions, and arrangements used in this
Agreement are for convenience only and shall not affect the interpretation of
this Agreement.
6.7 SURVIVAL. All representations and warranties made in this Agreement
shall survive the execution and delivery of this Agreement, and no
investigation by Secured Party shall affect the representations and
warranties of Pledgor herein or the right of Secured Party to rely upon them.
6.8 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Telecopies of
signatures shall be binding and effective as originals.
6.9 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 without
invalidating the remaining provisions of this Agreement, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
6.10 CONSTRUCTION. Pledgor and Secured Party acknowledge that each of
them has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review this Agreement with its legal counsel and
that this Agreement shall be construed as if jointly drafted by Pledgor and
Secured Party.
6.11 OBLIGATIONS ABSOLUTE. The obligations of Pledgor under this
Agreement shall be absolute and unconditional and shall not be released,
discharged, reduced, or in any way impaired by any circumstance whatsoever,
including, without limitation, any amendment, modification, extension, or
renewal of this Agreement, the Obligations, or any document or instrument
evidencing, securing, or otherwise relating to the Obligations, or any
release of any other collateral or any guarantor, or any subordination or
impairment of any collateral, or any waiver, consent, extension, indulgence,
compromise, settlement, or other action or inaction in respect of this
Agreement, the Obligations, or any document or instrument evidencing,
securing, or otherwise relating to the
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Obligations, or any exercise or failure to exercise any right, remedy, power,
or privilege in respect of the Obligations.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first written above.
PLEDGOR:
XXXXX, XXXXXXX & CO., INC.
By: /s/ Xxx X. Xxxxxxx III
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Title: President
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Address for Notices:
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Fax No.: (000) 000-0000
Telephone No.: (000) 000-0000
SECURED PARTY:
COMERICA BANK - TEXAS
By: /s/ Xxx X. Xxxxxxxx
-------------------------------------
Xxx X. Xxxxxxxx
Senior Vice President
Address for Notices:
Mail Code 6594
X.X. Xxx 000000
Xxxxxx, XX 00000-0000
Fax No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxx X. Xxxxxxxx
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