Exhibit 10.11
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of April 29, 1996, between PAMECO
CORPORATION, a Delaware corporation (the "Pledgor"), and GENERAL ELECTRIC
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CAPITAL CORPORATION, a New York corporation, as agent (in such capacity, the
"Agent") for the lenders (together with their successors and permitted assigns,
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the "Lenders") that are parties to the Credit Agreement described below.
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W I T N E S S E T H:
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WHEREAS, the Pledgor has requested that the Agent and the Lenders
enter into that certain Amendment Agreement No. 6, dated as of April 29, 1996
(the "Amendment") to the Credit Agreement, dated as of March 19, 1992 (as
amended to date, and as the same may be further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
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Pledgor, the Lenders and the Agent, pursuant to which the Lenders make certain
revolving credit loans (the "Loans") and other extensions of credit to the
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Pledgor upon the terms and subject to the conditions set forth therein;
WHEREAS, the Pledgor owns directly all of the issued and outstanding
stock of Pameco Securitization Corporation, a Delaware corporation (the
"Issuer"); and
WHEREAS, it is a condition precedent to the effectiveness of the
Amendment that the Pledgor shall have executed and delivered this Agreement.
NOW, THEREFORE, in consideration of the premises and to induce the
Lenders to enter into the Amendment, the Pledgor hereby agrees as follows:
1. Defined Terms. Unless otherwise defined herein, terms which are
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defined in the Credit Agreement are so used as so defined, and the following
terms shall have the following meanings:
"Code" means the Uniform Commercial Code from time to time in effect
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in the State of New York.
"Collateral" means the Pledged Stock and all Proceeds.
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"Issuer" shall have the meaning ascribed to such term in the recitals
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hereto.
"Pledge Agreement" means this Pledge Agreement, as amended,
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supplemented or otherwise modified from time to time.
"Pledged Stock" means the shares of capital stock of the Issuer listed
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on Schedule I hereto, together with all stock certificates, options or rights of
any nature whatsoever which may be issued or granted by any Issuer to the
Pledgor while this Pledge Agreement is in effect.
"Proceeds" means all "proceeds" as such terms is defined in Section 9-
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306(1) of the Uniform Commercial Code in effect in the State of New York on the
date hereof and, in any event, shall include, without limitation, all dividends
or other income from the Pledged Stock, collections thereon or distributions
with respect thereto.
"Secured Obligations" means all liabilities, indebtedness and
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obligations, whether contingent or matured, of the Pledgor to the Agent on
behalf of the Lenders, whether in respect of principal, interest, Reimbursement
Obligations, fees, expenses, indemnities or otherwise.
2. Pledge; Grant of Security Interest. The Pledgor hereby delivers
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to the Agent, for the ratable benefit of the Lenders, all the Pledged Stock and
hereby grants to the Agent, for the ratable benefit of the Lenders, a first
security interest in the Collateral, as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Secured Obligations.
3. Stock Powers. Concurrently with the delivery to the Agent of
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each certificate representing one or more shares of the Pledged Stock, the
Pledgor shall deliver an undated stock power covering such certificate, duly
executed in blank with, if the Agent so requests, signature guaranteed.
4. Representations and Warranties. The Pledgor represents and
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warrants that:
(a) the Pledgor has the corporate power and authority and the legal
right to execute and deliver, to perform its obligations under, and to grant
the Lien on the Collateral pursuant to, this Pledge Agreement and has taken
all necessary corporate action to authorize its execution, delivery and
performance of, and grant of the Lien on the Collateral pursuant to, this
Pledge Agreement;
(b) this Pledge Agreement constitutes a legal, valid and binding
obligation of the Pledgor enforceable in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally;
(c) the execution, delivery and performance of this Pledge Agreement
will not violate any provision of any Requirement of Law or Contractual
Obligation of the Pledgor and will not result in the creation or imposition
of any Lien on any of the properties or revenues of the Pledgor pursuant to
any Requirement of Law or Contractual Obligation of the Pledgor, except as
contemplated hereby;
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(d) no consent or authorization of, filing with, or other act by or
in respect of, any arbitrator or Governmental Authority and no consent of
any other Person (including, without limitation, any stockholder or creditor
of the Pledgor or the Issuer), is required in connection with the execution,
delivery, performance, validity or enforceability of this Pledge Agreement;
(e) no litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of the
Pledgor, threatened by or against the Pledgor or against any of its
properties or revenues with respect to this Pledge Agreement or any of the
transactions contemplated hereby;
(f) the shares of Pledged Stock listed on Schedule I constitute all
the issued and outstanding shares of all classes of the capital stock of the
Issuer;
(g) all the shares of the Pledged Stock have been duly and validly
issued and are fully paid and nonassessable;
(h) the Pledgor is the record and beneficial owner of, and has good
and marketable title to, the Pledged Stock listed on Schedule 1, free of any
and all Liens or options in favor of, or claims of, any other Person, except
the Lien created by this Pledge Agreement; and
(i) upon delivery to the Lender of the stock certificates evidencing
the Pledged Stock, the Lien granted pursuant to this Pledge Agreement will
constitute a valid, perfected first priority Lien on the Collateral,
enforceable as such against all creditors of the Pledgor and any Persons
purporting to purchase any Collateral from the Pledgor.
5. Covenants. The Pledgor covenants and agrees with the Agent and
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the Lenders that, from and after the date of this Pledge Agreement until the
Obligations are paid in full and the Commitments are terminated:
(a) If the Pledgor shall, as a result of its ownership of the Pledged
Stock, 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 any certificate issued in connection with any
reorganization), option or rights, whether in addition to, in substitution
of, as a conversion of, or in exchange for any shares of the Pledged Stock,
or otherwise in respect, thereof, the Pledgor shall accept the same as the
agent of the Agent and the Lenders, hold the same in trust for the Agent and
the Lenders and deliver the same forthwith to the Agent in the exact form
received, duly indorsed by the Pledgor to the Agent, if required, together
with an undated stock power covering such certificate duly executed in blank
and with, if the Agent so requests, signature guaranteed, to be held by the
Agent hereunder as additional collateral security for the Secured
Obligations. Any sums paid upon or in respect of the Pledged Stock upon the
liquidation or dissolution of the Issuer shall be paid over to the Agent to
be held by it hereunder as additional collateral security for the Secured
Obligations, and in case any distribution of capital shall be made on or in
respect of the Pledged Stock or
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any property shall be distributed upon or with respect to the Pledged Stock
pursuant to the recapitalization or reclassification of the capital of the
Issuer or pursuant to the reorganization thereof, the property so
distributed shall be delivered to the Agent to be held by it, subject to the
terms hereof, as additional collateral security for the Secured Obligations.
If any sums of money or property so paid or distributed in respect of the
Pledged Stock shall be received by the Pledgor, the Pledgor shall, until
such money or property is paid or delivered to the Agent, hold such money or
property in trust for the Lenders, segregated from other funds of the
Pledgor, as additional collateral security for the Secured Obligations.
(b) Without the prior written consent of the Agent, the Pledgor will
not (i) vote to enable, or take any other action to permit, the Issuer to
issue any stock or other equity securities of any nature or to issue any
other securities convertible into or granting the right to purchase or
exchange for any stock or other equity securities of the Issuer, or (ii)
sell, assign, transfer, exchange or otherwise dispose of, or grant any
option with respect to, the Collateral, or (iii) 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
Lien provided for by this Pledge Agreement. The Pledgor will defend the
right, title and interest of the Agent and the Lenders in and to the
Collateral against the claims and demands of all Persons whomsoever.
(c) At any time and from time to time, upon the written request of
the Agent, and at the sole expense of the Pledgor, the Pledgor will promptly
and duly execute and deliver such further instruments and documents and take
such further actions as the Agent may reasonably request for the purposes of
obtaining or preserving the full benefits of this Pledge Agreement and of
the rights and powers herein granted. If any amount payable under or in
connection with any of the Collateral shall be or become evidenced by any
promissory note, other instrument or chattel paper, such note, instrument or
chattel paper shall be immediately delivered to the Agent, duly endorsed in
a manner satisfactory to the Agent, to be held as Collateral pursuant to
this Pledge Agreement.
(d) The Pledgor agrees to pay, and to save the Agent and the Lenders
harmless from, any and all liabilities 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.
6. Cash Dividends; Voting Rights. Unless an Event of Default shall
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have occurred and be continuing and the Agent shall have given notice to the
Pledgor of the Agent's intent to exercise its corresponding rights pursuant to
paragraph 7 below, the Pledgor shall be permitted to receive all cash dividends
paid in the normal course of business of the Issuer, to the extent not
prohibited by any document to which the Pledgor or Issuer is party, in respect
of the Pledged Stock and to exercise all voting and corporate rights with
respect to the Pledged Stock, provided, however, that no vote shall be cast or
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corporate right exercised or other action taken which, in the Agent's reasonable
judgment, would impair the Collateral or which would be
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inconsistent with or result in any violation of any provision of the Credit
Agreement, the Notes, any other Loan Document or this Pledge Agreement.
7. Rights of the Lenders and the Agent. (a) If an Event of Default
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shall occur and be continuing and the Agent shall give notice of its intent to
exercise such rights to the Pledgor: (i) the Agent shall have the right to
receive any and all cash dividends paid in respect of the Pledged Stock and make
application thereof to the Secured Obligations in such order as it may
determine, and (ii) all shares of the Pledged Stock shall be registered in the
name of the Agent or its nominee, and the Agent or its nominee may thereafter
exercise (A) all voting, corporate and other rights pertaining to such shares of
the Pledged Stock at any meeting of shareholders of the relevant Issuer or
otherwise and (B) any and all rights of conversion, exchange, subscription and
any other rights, privileges or options pertaining to such shares of the Pledged
Stock as if it were the absolute owner thereof (including, without limitation,
the right to exchange at its discretion any and all of the Pledged Stock upon
the merger, consolidation, reorganization, recapitalization or other fundamental
change in the corporate structure of the Issuer, or upon the exercise by the
Pledgor or the Agent of any right, privilege or option pertaining to such shares
of the Pledged Stock, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Stock with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as it may determine), all without liability except to account for
property actually received by it, but the Agent shall have no duty to exercise
any such right, privilege or option and shall not be responsible for any failure
to do so or delay in so doing.
(b) The rights of the Agent and the Lenders hereunder shall not be
conditioned or contingent upon the pursuit by the Agent or any Lender of any
right or remedy against the Issuer or against any other Person which may be or
become liable in respect of all or any part of the Obligations or the Secured
Obligations or against any other collateral security therefor, guarantee thereof
or right of offset with respect thereto. Neither the Agent nor any Lender shall
be liable for any failure to demand, collect or realize upon all or any part of
the Collateral or for any delay in doing so, nor shall it be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
the Pledgor or any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof.
8. Remedies. If an Event of Default shall occur and be continuing,
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the Agent, on behalf of the Banks, may exercise, in addition to all other rights
and remedies granted in this Pledge Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations or the Secured
Obligations, all rights and remedies of a secured party under the Code. Without
limiting the generality of the foregoing, the Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon the
Pledgor, the Issuer or any other Person (all and each of which demands,
defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, assign, give option
or options to purchase or otherwise dispose of and deliver the Collateral or any
part thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, in the over-the-counter market, at any
exchange, broker's board or office of the Agent or any Lender or elsewhere upon
such terms and conditions as
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it may deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk. The Agent
or any Lender shall have the right upon any such public sale or sales, and, to
the extent permitted by law, upon any such private sale or sales, to purchase
the whole or any part of the Collateral so sold, free of any right or equity of
redemption in the Pledgor, which right or equity is hereby waived or released.
The Agent shall apply any Proceeds from time to time held by it and the net
proceeds of any such collection, recovery, receipt, appropriation, realization
or sale, after deducting all reasonable costs and expenses of every kind
incurred therein or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the Agent
and the Lenders hereunder, including, without limitation, reasonable attorneys'
fees and disbursements, to the payment in whole or in part of the Secured
Obligations, in such order (subject to the terms and provisions of the Credit
Agreement) as the Agent or the Lenders may elect, and only after such
application and after the payment by the Agent on behalf of the Lenders of any
other amount required by any provision of law, including, without limitation,
Section 9-504(l)(c) of the Code, need the Agent account for the surplus, if any,
to the Pledgor. To the extent permitted by applicable law, the Pledgor waives
all claims, damages and demands it may acquire against the Agent or any Lender
arising out of the exercise by the Agent or any Lender of any of its rights
hereunder. If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before such sale or other disposition. The Pledgor shall
remain liable for any deficiency if the proceeds of any sale or other
disposition of Collateral are insufficient to pay the Secured Obligations and
the fees and disbursements of any attorneys employed by the Agent or any Lender
to collect such deficiency. The Pledgor further waives and agrees not to assert
any rights or privileges which it may acquire under Section 9-112 of the Code.
9. Registration Right: Private Sales. (a) If the Agent shall determine
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to exercise its right to sell any or all of the Pledged Stock pursuant to
paragraph 8 hereof, and if in the opinion of the Agent it is necessary or
advisable to have the Pledged Stock, or that portion thereof to be sold,
registered under the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), the Pledgor will cause the Issuer to (i) execute and deliver,
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and cause the directors and officers of the Issuer to execute and deliver, all
such instruments and documents, and do or cause to be done all such other acts,
as maybe, in the opinion of the Agent, necessary or advisable to register the
Pledged Stock, or that portion thereof to be sold, under the provisions of the
Securities Act, (ii) use its best efforts 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 Pledged Stock, or that
portion thereof to be sold, and (iii) make all amendments thereto and/or to the
related prospectus which, in the opinion of the Agent, are necessary or
advisable, all in conformity with the requirements of the Securities Act and the
rules and regulations of the Securities and Exchange Commission applicable
thereto. The Pledgor agrees to cause the Issuer to comply with the provisions of
the securities or "Blue Sky" laws of any and all jurisdictions which the Agent
shall designate and to make available to its security holders, as soon as
practicable, an eamings statement (which need not be audited) which will satisfy
the provisions of Section 11(a) of the Securities Act.
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(b) The Pledgor recognizes that the Agent may be unable to effect a
public sale of any or all the Pledged Stock, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws or
otherwise, and may be compelled to resort to one or more private sales thereof
to a restricted group of purchasers which will be obliged to agree, among other
things, to acquire such securities for their own account for investment and not
with a view to the distribution or resale thereof. The Pledgor acknowledges and
agrees that any such private sale may result in prices and other terms less
favorable to the Agent than if such sale were a public sale and agrees that such
circumstances shall not, in and of themselves, result in a determination that
such sale was not made in a commercially reasonable manner. The Agent shall be
under no obligation to delay a sale of any of the Pledged Stock for the period
of time necessary to permit the Issuer to register such securities for public
sale under the Securities Act, or under applicable state securities laws, even
if the Issuer would agree to do so.
(c) The Pledgor further agrees to use its best efforts to do or cause
to be done all such other acts as may be necessary to make any sale or sales of
all or any portion of the Pledged Stock pursuant to this paragraph 9 valid and
binding and in compliance with any and all other applicable Requirements of Law.
The Pledgor further agrees that a breach of any of the covenants contained in
this paragraph 9 will cause irreparable injury to the Agent and the Lenders,
that the Agent and the Lenders have no adequate remedy at law in respect of such
breach and, as a consequence, that each and every covenant contained in this
paragraph 9 shall be specifically enforceable against the Pledgor, and the
Pledgor hereby waives and agrees not to assert any defenses against an action
for specific performance of such covenants except for a defense that no Event of
Default has occurred under the Credit Agreement.
10. No Subrogation, Contribution, Reimbursement or Indemnity.
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Notwithstanding anything to the contrary in this Pledge Agreement, the Pledgor
hereby irrevocably waives all rights which may have arisen in connection with
this Pledge Agreement to be subrogated to any of the rights (whether
contractual, under the Bankruptcy Code, including Section 509 thereof, under
common law or otherwise) of the Agent or any Lender against the Issuer or
against any Lender for the payment of the Obligations or the Secured
Obligations. The Pledgor hereby further irrevocably waives all contractual,
common law, statutory or other rights of reimbursement, contribution,
exoneration or indemnity (or any similar right) from or against the Issuer or
any other Person which may have arisen in connection with this Pledge Agreement.
So long as the Obligations or the Secured Obligations remain outstanding, if any
amount shall be paid by or on behalf of the Issuer to the Pledgor on account of
any of the rights waived in this paragraph, such amount shall be held by the
Pledgor in trust, segregated from other funds of such Pledgor, and shall,
forthwith upon receipt by such Pledgor, be turned over to the Agent in the exact
form received by the Pledgor (duly indorsed by the Pledgor to the Agent, if
required), to be applied against the Secured Obligations, whether matured or
unmatured, in such order (subject to the terms and provisions of the Credit
Agreement) as the Agent may determine. The provisions of this paragraph shall
survive the term of this Pledge Agreement and the payment in full of the Secured
Obligations and the termination of the Commitments.
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11. Amendments, etc. with respect to the Obligations and the Secured
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Obligations. The Pledgor shall remain obligated hereunder notwithstanding that,
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without any reservation of rights against the Pledgor, and without notice to or
further assent by the Pledgor, any demand for payment of any of the Obligations
or the Secured Obligations made by the Agent or any Lender may be rescinded by
the Agent or such Lender, and any of the Obligations or the Secured Obligations
continued, and the Obligations and the Secured Obligations, or the liability of
any other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Agent or such Lender, and
the Credit Agreement, any Note, any Collateral Document and any other collateral
security document or other guarantee or document in connection therewith may be
amended, modified, supplemented or terminated, in whole or in part, as the Agent
or any Lender may deem advisable from time to time, and any collateral security
or guarantee or right of offset at any time held by the Agent or any Lender for
the payment of the Obligations or the Secured Obligations may be sold,
exchanged, waived, surrendered or released, all without the necessity of any
reservations of rights against the Pledgor and without notice to or further
assent by the Pledgor (in respect of this Pledge Agreement). Neither the Agent
nor any Lender shall have any obligation to protect, secure, perfect or insure
any other Lien at any time held as security for the Obligations or the Secured
Obligations or the property subject thereto. The Pledgor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and Secured Obligations and notice of or proof of reliance by the Agent or any
Lender upon this Pledge Agreement; the Obligations and the Secured Obligations,
and any of them, shall conclusively be deemed to have been created, contracted
or incurred in reliance upon this Pledge Agreement; and all dealings between the
Issuer and the Pledgor, on the one hand, and the Agent and the Lenders, on the
other, shall likewise be conclusively presumed to have been had or consummated
in reliance upon this Pledge Agreement. The Pledgor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Issuer or the Pledgor with respect to the Obligations and the
Secured Obligations.
12. Limitation on Duties Regarding Collateral. The Agent's sole duty
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with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the Code or otherwise,
shall be to deal with it in the same manner as the Agent deals with similar
securities and property for its own account. Subject to the immediately
preceding sentence, neither the Agent, any Lender nor any of its directors,
officers, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of the Pledgor or otherwise.
13. Powers Coupled with an Interest. All authorizations and agencies
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herein contained with respect to the Collateral are irrevocable and powers
coupled with an interest.
14. Severability. Any provision of this Pledge Agreement which is
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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 hereof, and any such
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prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
15. Paragraph Headings. The paragraph headings used in this Pledge
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Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
16. No Waiver; Cumulative Remedies. Neither the Agent nor any Lender
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shall by any act (except by a written instrument pursuant to paragraph 17
hereof), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions hereof. No failure
to exercise, nor any delay in exercising, on the part of the Agent or any
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Agent or any Lender of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Agent or such Lender would otherwise have
on any future occasion. The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any rights or
remedies provided by law.
17. Waivers and Amendments; Successors and Assigns; Governing Law.
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None of the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgor and the Agent, provided that any provision of this Pledge Agreement
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may be waived by the Agent in a letter or agreement executed by the Agent or by
telex or facsimile transmission from the Agent. This Pledge Agreement shall be
binding upon the successors and assigns of the Pledgor and shall inure to the
benefit of the Agent and the Lenders and their respective successors and
assigns. This Pledge Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
18. Notices. Notices by the Agent to the Pledgor or the Issuer may
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be given by mail, by telex or by facsimile transmission, addressed or
transmitted to the Pledgor at its address or transmission number set forth in
the Credit Agreement and to the Issuer at 0000 Xxxxxx Xxxxx, Xxxxx X, Xxxxxxxx,
Xxxxxxx 00000, Telecopy No. (000) 0000000 and shall be effective (a) in the case
of mail, 2 days after deposit in the postal system, first class postage pre-paid
and (b) in the case of telex or facsimile notices, when sent. The Pledgor and
the Issuer may change their respective address and transmission numbers by
written notice to the Agent.
19. Irrevocable Authorization and Instruction to Issuers. The Pledgor
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hereby authorizes and instructs the Issuer to comply with any instruction
received by it from the Agent in writing that (a) states that an Event of
Default has occurred and (b) is otherwise in accordance with the terms of this
Pledge Agreement, without any other or further instructions from the Pledgor,
and the Pledgor agrees that the Issuer shall be fully protected in so complying.
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20. Authority of Agent. The Pledgor acknowledges that the rights and
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responsibilities of the Agent under this Pledge Agreement with respect to any
action taken by the Agent or the exercise or non-exercise by the Agent of any
option, voting right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Pledge Agreement shall, as between
the Agent and the Lenders, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Agent and the Pledgor, the Agent shall be conclusively presumed
to be acting as agent for the Lenders with full and valid authority so to act or
refrain from acting, and the Pledgor shall not be under any obligation, or
entitlement, to make any inquiry respecting such authority.
IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement
to be duly executed and delivered as of the date first above written.
PAMECO CORPORATION
By:_______________________
Title:
10
ACKNOWLEDGMENT AND CONSENT
The Issuer referred to in the foregoing Pledge Agreement hereby
acknowledges receipt of a copy thereof and agrees to be bound thereby and to
comply with the terms thereof insofar as such terms are applicable to it. The
Issuer agrees to notify the Agent promptly in writing of the occurrence of any
of the events described in paragraph 5(a) of the Pledge Agreement. The Issuer
further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall
apply to it, mutatis mutandis, with respect to all actions that may be required
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of it under or pursuant to or arising out of paragraph 9 of the Pledge
Agreement.
PAMECO SECURITIZATION CORPORATION
By: __________________________________
Title:
11
SCHEDULE 1
To Pledge
Agreement
DESCRIPTION OF PLEDGED STOCK
Stock
Class of Certificate Number of
Issuer Stock Number Shares
------ -------- ----------- ---------
Pameco Common
Securitization
Corporation
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