Exhibit 99.4
PLEDGE OF CERTIFICATE OF DEPOSIT
This Pledge of Certificate of Deposit is entered into effective May 20,
1997, by and between BANK ONE, TEXAS, N.A., a national banking association, 000
Xxxxxx, Xxxxxxx, Xxxxx 00000 ("Secured Party") and NDE ENVIRONMENTAL
CORPORATION, a Delaware corporation ("Pledgor").
SECTION 1. PLEDGE AND SECURITY INTEREST. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
including, without limitation, those certain loans made by Secured Party to
Pledgor and others pursuant to that certain Loan Agreement dated as of the 25th
day of October, 1996, by and among NDE ENVIRONMENTAL CORPORATION, a Delaware
corporation, TANKNOLOGY/NDE CORPORATION, a Delaware corporation, USTMAN
INDUSTRIES, INC., a Delaware corporation, PROECO, INC., a Delaware corporation,
and TANKNOLOGY CANADA (1988) INC., a Canadian federal corporation (collectively,
"Borrower"), and BANK ONE, TEXAS, N.A., as amended (the "Loan Agreement") in the
original amount of a Revolving Line of Credit of up to $5,000,000 and a Term
Loan of $6,000,000, as evidenced by those certain notes (the "Notes") of even
effective date therewith, executed by Borrower, payable to the order of Secured
Party, Pledgor has pledged and granted and does hereby pledge and grant to
Secured Party a security interest in and agrees and acknowledges that Secured
Party has and shall continue to have a security interest in the following
described property (the "Collateral"), to wit:
Certificate of Deposit No. 1698004221 in the amount of $3,000,000
maintained with Secured Party.
Debtor agrees to endorse such instruments and execute such additional
pledge agreements or other documents as may be required by Secured Party in
order to effectively grant to Secured Party the security interest in the
Collateral.
SECTION 2. OBLIGATIONS. The pledge and security interest granted hereby is
to secure (a) the payment of the Notes and any and all renewals, amendments, and
modifications thereof, and (b) the performance of all of obligations of Borrower
under the Loan Agreement (all of the foregoing, and any and all renewals,
extensions and rearrangements thereof, hereinafter called the "Obligations").
SECTION 3. EVENTS OF DEFAULT. The occurrence of any "Event of Default" (as
defined in the Loan Agreement) shall constitute an Event of Default hereunder.
SECTION 4. REMEDIES OF SECURED PARTY. Upon the happening of any Event of
Default specified herein, the Secured Party may, at its sole discretion, apply
the Collateral to any amounts owing from Borrower to Secured Party, pursuant to
the Obligations; and Secured Party may exercise any other rights available to
Secured Party under any instrument securing the Obligations, or under applicable
law.
SECTION 5. MISCELLANEOUS.
A. No delay or omission on the part of Secured Party in exercising any
rights hereunder shall operate as a waiver of any such right or any other
right. A waiver on any one or more occasions shall not be construed as a
bar to or waiver of any right or remedy on any future occasion.
B. All rights of Secured Party hereunder shall inure to the benefit of
its successors and assigns, and all obligations of Pledgor shall bind its
successors or assigns. The rights and remedies of Secured Party hereunder
are cumulative, and the exercise of any one or more of the remedies
provided herein shall not be construed as a waiver of any of the other
remedies of Secured Party.
C. The security interest hereby granted and all the terms and
provisions hereof shall be deemed a continuing security interest and shall
continue in full force and effect, and all the terms and provisions hereof
shall remain effective as between the parties, until the repayment by
Borrower of all Obligations.
D. This Pledge and the security interest herein granted are in
addition to, and not in substitution, novation or discharge of, any and all
prior or contemporaneous security agreements and security interests in
favor of Secured Party or assigned to Secured Party by Pledgor. All rights,
powers and remedies of Secured Party in all such security agreements are
cumulative, but in the event of actual conflict in terms and conditions,
the terms and conditions of the latest security agreement shall govern and
control.
E. Any provision of this Pledge found to be invalid under the laws of
the State of Texas, or any other state having jurisdiction or other
applicable law, shall be invalid only with respect to the offending
provision. All words used herein shall be construed of such gender or
number as the circumstances require. The laws of the State of Texas and, as
applicable, the laws of the United States of America, shall govern this
Pledge, its construction, interpretation and enforcement.
F. This Pledge may be executed in any number of counterparts, all of
which together shall constitute one and the same instrument.
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G. The Collateral shall at all times remain under the control of
Secured Party until the Obligations have been paid in full. Except to the
extent agreed to in writing by Secured Party and Banc One Capital Partners,
L.P., Debtor shall not have access to the Collateral.
EXECUTED to be effective as of May 20, 1997.
PLEDGOR:
NDE ENVIRONMENTAL CORPORATION
By: /S/ XXX XXXXX XXXXXXX
_______________________________
Xxx Xxxxx Xxxxxxx
Chairman of the Board
SECURED PARTY:
ACCEPTED AND AGREED TO BY THE
OWNER AND HOLDER OF THE NOTE:
BANK ONE, TEXAS, N.A.
By: /S/ XXXXXXX XXXXXXXXX-XXXXX
_______________________________
Xxxxxxx Xxxxxxxxx-Xxxxx
Vice President
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