STOCK PLEDGE AGREEMENT
Greystone
Business Credit II, L.L.C.
This
STOCK PLEDGE AGREEMENT dated as of September 17, 2007 (the "Pledge
Agreement")
is
executed by APPALACHIAN
OIL COMPANY, INC., a
Tennessee corporation
("Assignor"),
whose
address is 000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxx 00000, to
and
for the benefit of GREYSTONE BUSINESS CREDIT II, L.L.C., a Delaware limited
liability company, in its capacity as Agent under the Loan and Security
Agreement described below ("Agent"),
whose
address is 000 Xxxx 00xx
Xxxxxx,
00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
RECITALS:
A. Lenders
have made loans (the "Loans")
to
Assignor ("Borrower"),
arising under and pursuant to that certain Loan and Security Agreement dated
as
of the date hereof, executed by and among Borrower, Agent and the lenders (the
"Lenders")
from
time to time party thereto (as amended, supplemented or modified from time
to
time, the "Loan
Agreement").
B. As
a
condition to Agent and the Lenders' entering into the Loan Agreement and making
the Loans, Agent and Lenders require that Assignor enter into this Pledge
Agreement in order to secure the obligations and performance of Assignor
hereunder and of Borrower under the Loan Agreement.
NOW,
THEREFORE, for and in consideration of the foregoing premises, which are hereby
incorporated herein as true, and the mutual promises and agreements contained
herein, Assignor and Agent hereby agree as follows:
AGREEMENTS:
1. Grant
of Security Interest.
To
secure the Obligations described in Paragraph 2, Assignor hereby assigns,
pledges and grants to Agent, for the benefit of the Lenders, as a secured party
and a secured creditor under the Uniform Commercial Code of New York, in effect
from time to time (the "UCC"),
a
security interest in and to the following (collectively, the "Collateral"):
(a) together
with all voting rights thereto, the shares of the common stock of any
Issuers as
evidenced by the Certificates set forth on Schedule
I
attached
hereto (collectively, the "Certificates"),
together with any Stock of any Issuer delivered to Agent pursuant to Section
4(b) hereof or otherwise in the possession of Agent and any and all other shares
of the capital stock of any Issuer hereafter owned or acquired by Assignor
by
reason of a stock dividend or a sale or other transfer of the capital stock
of
any Issuer by Assignor, as a result of or in connection with any increase or
reduction of capital, reclassification, merger, consolidation, sale of assets,
combination of shares, stock split, spin-off or split-off, together with all
substitutions or replacements of any of the foregoing (together with any other
stock in any Issuer required to be pledged and delivered hereunder being
collectively referred to herein as the "Stock");
(b) the
Certificates and any and all other certificates now or hereinafter in the
possession of Assignor or Agent evidencing the Stock, together with any stock
powers therefor;
(c) all
payments, income and dividends (whether in cash, stock or other property),
liquidating dividends, stock warrants, stock options, stock rights, subscription
rights, securities of any Issuer or any other distributions of any other
property which Assignor is now or may hereafter be entitled to receive on
account of the Stock (collectively, the "Distributions");
and
(d) any
and
all products and proceeds of any kind of any and all of the foregoing
Collateral, including the proceeds of any insurance thereon, now or hereafter
owned or acquired by Assignor.
2. Obligations.
The
obligations secured by this Pledge Agreement (the "Obligations")
are
the following:
(a) any
and
all obligations and liabilities of Borrower to Agent and Lenders whether direct
or indirect, joint or several, absolute or contingent, now or hereafter
existing, and however created, evidenced or arising, including, but not limited
to, the obligations and liabilities of Borrower arising under and pursuant
to the
Loan
Agreement and any and all extensions or renewals thereof or replacements or
substitutions therefor;
(b) any
and
all sums advanced by Agent and Lenders in order to preserve the Collateral
or to
perfect its security interest in the Collateral; and
(c) in
the
event of any proceeding to enforce the collection of the Obligations, the
reasonable expenses of retaking, holding, preparing for sale or lease, selling
or otherwise disposing of or realizing on the Collateral, or of any exercise
by
Agent of its rights in the event of a default under any agreement between
Borrower and Agent or any Lender, together with reasonable attorneys' fees
and
court costs.
3. Representations
and Warranties.
Assignor represents and warrants to Agent and Lenders as follows:
(a) Assignor
is a corporation duly organized, existing and in good standing under the laws
of
the State of Tennessee, with full and adequate power to carry on and conduct
its
business as presently conducted, and is duly licensed or qualified in all
foreign jurisdictions wherein the nature of its activities require such
qualification or licensing.
(b) Assignor's
state issued organizational identification number is 0017459. The exact legal
name of Assignor is as set forth in the preamble of this Agreement, and Assignor
currently does not conduct, nor has it during the last five (5) years conducted,
business under any other name or trade name. Assignor will not change its name,
its organizational identification number, if it has one, its type of
organization, its jurisdiction of organization or other legal
structure.
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(c) Assignor
has full right, power and authority, without obtaining the consent of any other
person, body or governmental agency, to enter into and deliver this Pledge
Agreement, to pledge, assign and grant a security interest in and deliver the
Collateral to Agent, and to perform all of its duties and obligations under
this
Pledge Agreement.
(d) All
necessary and appropriate action has been taken on the part of Assignor to
authorize the execution and delivery of this Pledge Agreement. This Pledge
Agreement is a valid and binding agreement and contract of Assignor in
accordance with its terms. No basis presently exists for any claim against
Agent
or any Lender under this Pledge Agreement or with respect to the enforcement
thereof, and this Pledge Agreement is subject to no defenses of any
kind.
(e) The
execution, delivery and performance by Assignor of this Pledge Agreement and
any
other documents or instruments to be executed and delivered by Assignor in
connection therewith is valid, binding and enforceable against Assignor, and
shall not: (i) violate or contravene articles of incorporation or bylaws of
Assignor or any existing law or regulation or any order, writ, injunction or
decree of any court or governmental authority, or (ii) conflict with, be
inconsistent with, or result in any breach or default of any of the terms,
covenants, conditions, or provisions of any indenture, mortgage, deed of trust,
instrument, document, agreement or contract of any kind to which Assignor is
a
party, or by which Assignor or any of its property or assets may be bound,
and
will not result in the creation or imposition of any security interest in any
properties pursuant to the provisions of any such mortgage, indenture, contract
or other agreement.
(f) To
the
best of Assignor's knowledge, no condition, circumstance, document, restriction,
litigation or proceeding (or threatened litigation or proceeding or basis
therefor) exists which could adversely affect the validity or priority of the
liens and security interests granted to Agent hereunder, which could materially
adversely affect the ability of Assignor to perform the obligations under this
Pledge Agreement, which would constitute a default hereunder or thereunder
or
which would constitute such a default with the giving of notice or lapse of
time
or both.
(g) None
of
the actions contemplated by this Pledge Agreement are in violation of or
restricted by any restrictive agreement, stop transfer order, any legend
appearing on the certificates evidencing any of the Collateral consisting of
Stock, the Securities Act of 1933, as amended, the Securities Exchange Act
of
1934, as amended, any state blue-sky or securities law, any Canadian federal
or
provincial blue-sky or securities law, or any rule or regulation issued under
the foregoing acts and laws.
(h) The
nature and transaction of the business and operations of Assignor, and the
use
of its properties and assets will not materially violate or conflict with any
applicable law, statute, ordinance, rule, regulation or order of any kind
including without limitation zoning, building, environmental, land use, noise
abatement, occupational health and safety or other laws, any building permit
or
any condition, grant, easement, covenant, condition or restriction, whether
recorded or not.
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(i) Assignor
is the beneficial and record owner of the Collateral. All of the Collateral
is
free of all pledges, hypothecation, mortgages, security interests, charges
or
other encumbrances, except those in favor of Agent.
(j) All
of
the Stock pledged hereunder has been and continues to be duly and validly
authorized and issued, fully paid and nonassessable shares of each Issuer of
such stock, and was not issued in violation of any preemptive rights or any
agreement by which such Issuer is bound.
(k) Assignor
has either previously or simultaneously herewith delivered to Agent the
Certificates for all of the Stock, together with appropriate stock powers
therefor executed in blank by Assignor.
(l) Upon
delivery of the duly executed Pledge Agreement and any Certificates evidencing
all of the Stock, together with stock powers therefor, Agent, for the benefit
of
the Lenders, shall have a valid first lien and security interest in all of
the
Collateral hereunder, free and clear of all other, and subject to no pledges,
hypothecation, mortgages, security interest, charges or other encumbrances,
except in favor of Agent.
4. Covenants.
Until
the Obligations have been satisfied and discharged in full, Assignor covenants
to and agrees with Agent and Lenders as follows:
(a) Assignor
shall not sell, assign, deliver, convey or otherwise dispose of or transfer,
or
create, grant, incur or permit to exist any pledge, mortgage, lien, security
interest, charge or other encumbrance whatsoever (except in favor of Agent)
in
or with respect to the Collateral hereunder or any interest
therein.
(b) If,
at
any time following an Event of Default hereunder, Assignor receives or is
entitled to receive into its possession any payments, checks, instruments,
chattel paper, dividends on account of or in respect of the Collateral, or
any
other Collateral or proceeds thereof, such Assignor shall accept such Collateral
as Agent's agent, in trust for Agent without commingling such Collateral with
any other property of such Assignor and shall, upon receipt, immediately deliver
such Collateral to Agent in the exact form so received, with any necessary
endorsement of Assignor or stock powers executed by Assignor in
blank.
(c) Assignor
will, at all times and from time to time, defend the Collateral against any
and
all claims of any person or party whose claims are adverse to the claims, rights
or interest of Agent and Lenders, and Assignor shall indemnify and hold Agent
and Lenders harmless from any and all such adverse claims. Assignor shall bear
all risk of loss, damage and diminution in value with respect to the Collateral,
and Assignor agrees that neither Agent nor any Lender shall have any liability
or obligation to Assignor with respect to, and is hereby released by Assignor
from any of, the foregoing.
(d) At
any
time and from time to time after the occurrence of an Event of Default (as
hereinafter defined) or a default under any of the Obligations which is
continuing uncured and unwaived, Assignor shall, upon request of Agent, execute
and deliver to Agent any proxies, stock powers or assignments with respect
to
any of the Stock, or endorse any instruments or chattel paper with respect
to
the Collateral as so requested.
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5. Events
of Default.
Assignor shall be in default under this Pledge Agreement upon the occurrence
of
any one or more of the following events or conditions (an "Event
of Default"):
(a) nonpayment
of any of the Obligations when due, whether by acceleration or
otherwise;
(b) Assignor
shall default in the performance or fail to perform any promise, covenant or
agreement to be performed by Assignor hereunder or under any other agreement
now
existing or hereafter entered into between Assignor and Agent, or Borrower
shall
default in the performance or fail to perform any promise, covenant or agreement
to be performed by Borrower under any other agreement now existing or hereafter
entered into between Borrower and Agent or any Lender;
(c) any
misrepresentation or breach of any warranty by Assignor in this Pledge
Agreement, in connection with the Collateral or in any other agreement entered
into between Assignor and Agent or any Lender, or by Borrower in the Loan
Agreement or in any other document or agreement entered into between Borrower
and Agent or any Lender;
(d) the
dissolution of
Borrower;
(e) Borrower
shall make an assignment for the benefit of creditors, fail to pay, or admit
in
writing its inability to pay its debts as they mature; or a trustee for any
substantial part of the assets of Borrower is applied for or appointed, and
in
the case of such trustee being appointed in a proceeding brought against
Borrower, (i) such party, by any action or failure to act indicates its
approval of, consent to or acquiescence therein, or (ii) an order shall be
entered approving the petition in such proceedings and such order is not
vacated, stayed on appeal or otherwise shall not have ceased to continue in
effect within thirty (30) days after the entry thereof;
(f) any
proceeding shall be commenced by or against Borrower under any Bankruptcy,
receivership, insolvency, reorganization, readjustment of debt, dissolution
or
liquidation law or statute of the United States, any state or any foreign
jurisdiction, and in the case of any such proceeding being instituted against
Borrower, (i) such party, by any action or failure to act indicates its
approval of, consent to or acquiescence therein, or (ii) an order shall be
entered approving the petition in such proceedings and such order is not
vacated, stayed on appeal or otherwise shall not have ceased to continue in
effect within thirty (30) days after the entry thereof;
(g) the
entry
of any judgment, levy, attachment, garnishment or other process against
Borrower, or the creation or filing of any lien or encumbrance upon the
Collateral or the making of any levy, judicial seizure, or attachment thereof
or
thereon;
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(h) the
failure of Assignor to do any act necessary to preserve and maintain the value
and collectability of any of the Collateral; and
(i) Agent
or
Required Lender in good xxxxx xxxxx itself or themselves insecure.
6. Rights
and Remedies of Agent.
Upon
the happening or occurrence of an Event of Default hereunder which is continuing
uncured and unwaived, and at any time thereafter and from time to time, Agent
shall have all of the rights and remedies of a secured party under the Uniform
Commercial Code as enacted in and then in effect in New York. In addition,
Agent
shall also have the following rights and remedies:
(a) Without
further notice to Assignor, Agent shall have the right and be entitled to notify
any Issuer of any of the Stock to make payment to Agent and to receive all
Distributions to be applied toward the satisfaction of the Obligations and
to
exercise all voting, conversion, exchange, subscription or other corporate
rights, privileges or options pertaining to such Stock.
(b) Agent
shall have the right, at its discretion, to transfer to or register in the
name
of Agent or any nominee of Agent any of the Collateral.
(c) Without
demand, notice or advertisement, all of which are hereby expressly waived to
the
extent permitted by applicable law, Agent may sell, pledge, transfer or
otherwise dispose of, or enter into an agreement with respect to the foregoing,
or otherwise realize on the Collateral and any other Collateral, or any part
thereof, at any broker's board or on any exchange or at public or private sale
or sales, held at such place or places in the City of New York, New York or
otherwise, and at such time or times within ordinary business hours, for a
purchase price or prices in cash or, without assuming any credit risk or thereby
discharging the Obligations to the extent of said purchase price until paid
in
cash and reserving the right to resell the Collateral upon the failure of said
purchaser to so pay the purchase price therefor, upon credit or future delivery,
and upon such other terms and conditions as Agent deems satisfactory, and,
if
required by law, as set forth in any applicable notice. Agent shall not be
obligated to make any such sale pursuant to any such applicable notice required
by law. Agent may, without notice or publication, adjourn any such sale or
cause
the same to be adjourned from time to time by announcement at the time and
place
fixed for the sale, and such sale may be made at any time or place to which
the
same may be so adjourned. Agent, for its own account, may purchase any or all
of
the Collateral at any public sale and, in lieu of payment of the purchase price
therefor, may set off or apply the purchase price against the Obligations.
Agent
is authorized, at any sale, if it deems it advisable so to do, to restrict
the
prospective bidders or purchasers to financially reputable persons who will
represent and agree that they are purchasing for their own account, for
investment, and not with a view to the distribution or sale of any of the
Collateral. Upon any such sale, Agent shall have the right to deliver, assign,
and transfer to the purchaser thereof, including Agent, that portion of the
Collateral so sold. Each purchaser, including Agent, at any sale shall hold
the
property sold absolutely free from any claim or right of whatsoever kind,
including any equity or right of redemption of Assignor, and Assignor hereby
specifically waives and releases all rights of redemption, stay or appraisal
which it has or may have under any rule or law or statute now existing or
hereafter adopted. Agent, however, instead of exercising the power of
disposition herein conferred upon it, may proceed by a suit or suits at law
or
in equity to foreclose the pledge and sell the Collateral, or any portion
thereof, under a judgment or decree of a court or courts of competent
jurisdiction. After deducting from the proceeds of the foregoing sale or other
disposition of said Collateral, all expenses incurred by Agent in connection
therewith (including reasonable attorneys' fees), Agent shall apply such
proceeds towards the satisfaction of the Obligations and shall account to
Assignor for any surplus of such proceeds.
-6-
(d) If
at any
time after the occurrence and during the continuance of an Event of Default
without cure or waiver, in the opinion of counsel for Agent, any proposed
disposition of Collateral hereunder requires registration, qualification,
notification, or other action under or compliance with any state blue sky or
securities law or the Federal Securities Act of 1933, as amended, or any rules
or regulations thereunder (collectively, the "Securities
Laws"),
Assignor, at the request of Agent, will as expeditiously as possible use its
best efforts to take such action or cause such action to be taken, comply or
cause compliance with such Securities Laws and maintain such compliance or
cause
such compliance to be maintained for such period as may be necessary to permit
such disposition. Assignor acknowledges that a breach of the above covenant
contained in this Section 6 may cause irreparable injury to Agent and that
Agent
will have no adequate remedy at law with respect to such breach, and
consequently, Assignor agrees that the above covenant shall be specifically
enforceable and Assignor hereby waives, to the extent such waiver is enforceable
under law, and agrees not to assert any defenses against an action for specific
performance of such covenant. In connection with the foregoing, Assignor will
(i) pay all expenses imposed on or demanded of Agent or any Lender under
the Securities Laws in connection with such compliance, including the expense
of
furnishing to Agent an adequate number of copies of the prospectus contained
in
any such registration statement, (ii) indemnify and hold Agent and Lenders
harmless from and against any and all claims and liabilities caused by any
untrue statement of a material fact or omission to state a material fact
required to be stated in any registration statement, offering circular or
prospectus used in connection with such compliance, or necessary to make the
statements therein not misleading, and (iii) pay all expenses (including
reasonable attorneys' fees) incurred by Agent in specifically enforcing the
above covenant.
The
rights and remedies provided herein, in the Loan Agreement and in any other
agreements between Assignor and Agent are cumulative and are in addition to
and
not exclusive of the rights and remedies of a secured party under the Uniform
Commercial Code and any other rights or remedies provided by applicable law.
Assignor hereby (i) names, constitutes and appoints Agent as Assignor's
proxy and attorney-in-fact in Assignor's name, place and stead,
(ii) authorizes Agent to take, at any time without the appropriate
signature of Assignor, any action to
take
any action for and on behalf of Assignor which is required of Assignor or
permitted
to be taken by the Agent hereunder, including, without limitation, voting any
and all of the Stock or other securities, as such proxy may elect, for and
in
the name, place and stead of Assignor, as to all matters coming before
shareholders, and (iii) acknowledges that the constitution and appointment
of such proxy and attorney-in-fact are coupled with an interest and are
irrevocable. The rights, powers and authority of said proxy and attorney-in-fact
shall remain in full force and effect, and shall not be rescinded, revoked,
terminated, amended or otherwise modified, until all Obligations have been
fully
satisfied.
-7-
7. No
Duty Concerning Collection on Collateral.
Agent
shall not be liable for its failure to give notice to Assignor of a default
under any agreement between Assignor and Agent. Agent and Lenders shall not
be
liable for its failure to use diligence to collect any amount payable in respect
to the Collateral, but shall be liable only to account to Assignor for what
Agent and Lenders may actually collect or receive thereon.
8. Further
Assurances.
Assignor hereby irrevocably authorizes the Agent at any time and from time
to
time to file in any jurisdiction any initial Uniform Commercial Code financing
statements and/or amendments thereto naming the Agent, as Secured Party, and
Assignor, as Debtor, that (a) describe the Collateral, and (b) contain
any other information required by part 5 of Article 9 of the Uniform Commercial
Code for the sufficiency or filing office acceptance of any financing statement
or amendment, and which shall evidence the Agent's perfection of a security
interest in such Collateral as security for the Obligations. Assignor, upon
demand, shall furnish to the Agent such further information, execute and deliver
such other documents and do all such other acts and things as the Agent may
at
any time, or from time to time, reasonably request as being necessary or
appropriate to establish and maintain a perfected first security interest in
the
Collateral or to otherwise evidence, document or conclude the transactions
contemplated hereby, including, without limitation, registering any Stock
pledged hereunder with each Issuer of the Stock in the event such Stock is
at
any time uncertificated. Assignor shall pay all costs and expenses of
registering such Stock or of filing such financing statements, of all searches
of records, wherever filing or recording or searching of records is deemed
by
the Agent to be necessary and desirable, or otherwise incurred by the Agent
or
its agents in carrying out the provisions of this Pledge Agreement. A
photographic, carbon or other reproduction of this Pledge Agreement shall be
sufficient as a financing statement.
9. Reserved.
10. Care
in Custody.
Agent
shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral and in protecting any rights with respect to
the
Collateral against prior parties, if Agent takes such action for that purpose
as
Assignor shall request in writing, but failure of Agent to comply with any
such
request shall not of itself by deemed a failure to exercise reasonable care,
provided, however, that in any event Agent's responsibility for the safekeeping
of the Collateral shall not extend to matters beyond the control of Agent,
including, without limitation, acts of God, war, insurrection, riot,
governmental actions or acts of any corporate or other depository.
11. Waiver
of Defenses.
No
renewal or extension of the time of payment of the Obligations; no release
or
surrender of, or failure to perfect or enforce any security interest for the
Obligations; no release of any person primarily or secondarily liable on the
Obligations (including any maker, indorser, or guarantor); no delay in
enforcement of payment of the Obligations; and no delay or omission in
exercising any right or power with respect of the Obligations or any security
agreement securing the Obligations shall affect the rights of Agent in the
Collateral. Assignor hereby waives presentment, protest, demand, notice of
dishonor or default, notice of any loans made, extensions granted, or other
action taken in reliance hereon and all demands and notices of any kind in
connection with the Obligations.
-8-
12. Waiver
of Assignor's Subrogation Rights.
In case
of the death, legal incompetency or insolvency (howsoever evidenced) of
Borrower, or in case of any bankruptcy, reorganization, debt arrangement or
other proceeding under any bankruptcy or insolvency law, or any dissolution,
liquidation or receivership proceeding is instituted by or against Borrower,
all
Obligations then existing shall, without notice to anyone, immediately become
due or accrued and be payable, jointly and severally, from Assignor. If
bankruptcy or reorganization proceedings at any time are instituted by or
against Borrower under the United States Bankruptcy Code, Assignor hereby:
(a) expressly and irrevocably waives, to the fullest extent possible, on
behalf of itself and its successors and assigns and any other person, any and
all rights at law or in equity to subrogation, to reimbursement, to exoneration,
to contribution, to indemnification, to set off or to any other rights that
could accrue to a surety against a principal, to a guarantor against a maker
or
obligor, to an accommodation party against the party accommodated, to a holder
or transferee against a maker, or to the holder of a claim against any person,
and which Assignor may have or hereafter acquire against any person in
connection with or as a result of Assignor's execution, delivery and/or
performance of this Pledge Agreement, or any other documents to which Assignor
is a party or otherwise; (b) expressly and irrevocably waives any "claim"
(as such term is defined in the United States Bankruptcy Code) of any kind
against Borrower, and further agrees that it shall not have or assert any such
rights against any person (including any surety), either directly or as an
attempted set off to any action commenced against Assignor by Agent or any
other
person; and (c) acknowledges and agrees that (i) this waiver is
intended to benefit Agent and Lenders and shall not limit or otherwise effect
Assignor's liability hereunder or the enforceability of this Pledge Agreement,
(ii) Borrower and its successors and assigns are intended third party
beneficiaries of this waiver, and (iii) the agreements set forth in this
Section and Agent's rights under this Section shall survive payment in full
of
the Obligations.
13. Waiver
by Agent.
No
course of dealing between Assignor and Agent or any Lender, nor any failure
to
exercise, nor any delay in exercising any right, remedy, power or privilege
of
Agent or any Lender hereunder, under the Loan Documents or under any other
agreement entered into between Assignor and Agent or any Lender, shall operate
as a waiver thereof. No waiver by Agent of any Event of Default or any right
or
remedy hereunder, under the Loan Agreement or under any document or agreement
shall constitute a waiver of any other event of default, right or remedy of
Agent, nor of the same event of default, right or remedy on a future
occasion.
-9-
14. Governing
Law; Severability.
This
Pledge Agreement has been made and entered into in New York and shall be
governed by and construed in accordance with the laws of the State of New York.
Wherever possible each provision of this Pledge Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Pledge Agreement shall be prohibited by or invalid under
such
law, such provision shall be ineffective to the extent of such prohibition
or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Pledge Agreement.
15. Successors
and Assigns.
This
Pledge Agreement and all rights and liabilities hereunder and in and to any
and
all Collateral shall inure to the benefit of Agent and their successors and
assigns, and shall be binding on Assignor, its successors and
assigns.
16. Notice.
Any
notice of any sale, lease, other disposition, or other intended action by Agent
shall be deemed reasonable if in writing, addressed to Assignor at the address
set forth above, or any other address designated in a written notice by Assignor
previously received by Agent and deposited, first class postage prepaid, in
the
United States mails five (5) days in advance of the intended disposition or
other intended action, provided, however, that the foregoing shall not preclude
the fact that failure to give such notice or notice by other means may be
reasonable under the particular circumstances involved.
17. Duration
and Effect.
This
Pledge Agreement shall remain and continue in full force and effect
(notwithstanding, without limitation, the dissolution of Borrower)
from
the date hereof until all of the Obligations have been fully
and
completely paid, satisfied and discharged.
Thereupon,
this Pledge Agreement shall terminate and Agent shall release any Collateral
still held by it which has not been sold or otherwise disposed of in accordance
with Section 6 hereof and applied toward the satisfaction of the Obligations
hereunder, and Agent shall deliver any such Collateral to Assignor, together
with any necessary stock powers or assignment executed by Agent in blank, at
Assignor's expense. Assignor
acknowledges that this Pledge Agreement is and shall be effective upon execution
by Assignor and delivery to and acceptance hereof by Agent, and it shall not
be
necessary for Agent to execute any acceptance hereof or otherwise to signify
or
express its acceptance hereof to Assignor.
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IN
WITNESS WHEREOF, Assignor and Agent have duly executed and delivered this Stock
Pledge Agreement as of the date first above written.
|
ATTEST:
By:
_____________________________________
Name:
___________________________________
Title:
____________________________________
|
ASSIGNOR:
APPALACHIAN
OIL COMPANY, INC., a
Tennessee corporation
By:
/s/
Name:
___________________________________
Title:
____________________________________
|
|
AGENT:
GREYSTONE
BUSINESS CREDIT II, L.L.C., a Delaware limited liability company,
as Agent
for the Lenders
By:
/s/
Name:
___________________________________
Title:
____________________________________
|
Greystone
Business Credit II, L.L.C.
SCHEDULE
I
PLEDGED
STOCK
|
Assignor
|
Issuer
|
Class
of Interest
|
Certificate(s)
of Shares
|
Number
of Shares
|
Percentage
of Outstanding Shares
|
|||||
|
Appalachian
Oil Company, Inc.
|
Appco-KY,
Inc.
|
Common
Stock
|
#1
|
1,000
|
100%
|
|||||
|
Appalachian
Oil Company, Inc.
|
Appalachian-Xxxxxxxx,
LLC
|
*
|
*
|
*
|
50%
|
| * |
Assignor’s
interest in Appalachian-Xxxxxxxx, LLC is not certificated. In the
even
such interest becomes certificated, Assignor will promptly forward
such
certificates to Agent.
|
Greystone
Business Credit II, L.L.C.
ISSUER
ACKNOWLEDGEMENT
The
undersigned hereby acknowledge receipt of the foregoing Stock Pledge Agreement
dated as of September 17, 2007, executed by Appalachian
Oil Company, Inc. ("Assignor")
to and
for the benefit of Greystone Business Credit II, L.L.C., as Agent for certain
Lenders, and agrees to pay all payments, income and dividends (whether in cash,
stock or other property), liquidating dividends, stock warrants, stock options,
stock rights, subscription rights, securities of the undersigned and any other
distributions of any other property which Assignor is now or may hereafter
be
entitled to receive on account of the Stock directly to the order of Greystone
Business Credit II, L.L.C.
Dated
this ___ day of ____________, 2007.
|
ATTEST:
By:
_____________________________________
Name:
___________________________________
Title:
____________________________________
|
APPCO-KY,
INC., a
Tennessee corporation
By:
/s/
Name:
___________________________________
Title:
____________________________________
|
|
ATTEST:
By:
_____________________________________
Name:
___________________________________
Title:
____________________________________
|
APPALACHIAN-XXXXXXXX,
LLC, a
Virginia
limited liability company
By:
/s/
Name:
___________________________________
Title:
____________________________________
|
