PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT dated as of August 9, 1996 made by WINSTAR GLOBAL
PRODUCTS, INC. (the "Pledgor"), in favor of IBJ XXXXXXXX BANK & TRUST COMPANY, a
New York banking corporation, as agent for the Banks (as defined below) (in such
capacity, together with its successors in such capacity, the "Agent"),
W I T N E S S E T H:
WHEREAS, the Pledgor is the beneficial and record owner of all of the
issued and outstanding shares (the "Shares") of Inne Dispensables, Inc. (the
"Company") held by the Pledgor (the "Pledged Shares"); and
WHEREAS, the Pledgor has entered into an Amended and Restated Credit
Agreement dated as of the date hereof (the "Credit Agreement"; terms used
herein, and not otherwise defined herein, are used with the meanings ascribed to
them in the Credit Agreement) among the Pledgor, IBJ Xxxxxxxx Bank & Trust
Company, as a lender, and each other lender which may hereafter execute and
deliver an instrument of assignment with respect to the Loans as defined in and
under the Credit Agreement (each a "Bank", and collectively, the "Banks") and
the Agent, pursuant to which the Pledgor has executed a $12,000,000 Revolving
Credit Note dated as of the date hereof in favor of the Banks (the "Note"); and
WHEREAS, as a condition precedent to the Agent and the Banks entering
into the Credit Agreement, the Agent and the Banks have required the Pledgor to
grant, assign and pledge, and the Pledgor has agreed to grant, assign and
pledge, to the Agent, for the benefit of the Banks, a continuing first priority
security interest in and to all its rights, title and interests in the Pledged
Collateral (as hereinafter defined) to secure all of the obligations of the
Pledgor to the Agent and the Banks under the Credit Agreement, the Note and the
other Related Documents.
NOW, THEREFORE, the Pledgor, intending to be bound hereby, in
consideration of the premises hereof, in order to induce the Banks to provide
the Loans under and in accordance with the terms of the Credit Agreement and for
other good and valuable consid-
eration, the receipt and sufficiency of which is hereby acknowledged, hereby
agree with, and for the benefit of, the Agent and the Banks as follows:
SECTION 1. Pledge. The Pledgor hereby pledges and assigns to the Agent,
for the benefit of the Banks, and grants to the Agent, for the benefit of the
Banks, a continuing first and prior security interest in all of its rights,
title and interests in and to the Pledged Shares of the Company, whether now
owned or existing or hereafter acquired or arising, including, without
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limitation, all income, cash, dividends or other distributions received
therefrom, and all proceeds thereof, including, without limitation, proceeds
received from any sale, financing or refinancing above the existing amount of
debt so refinanced, and all products, substitutions, additions, changes and
replacements thereof (all of the same being herein referred to as the "Pledged
Collateral").
SECTION 2. Security for Obligations. This Agreement secures (a) the
indefeasible payment of all liabilities, obligations and indebtedness of any and
every kind and nature heretofore, now or hereafter owing, arising, due or
payable from the Pledgor to the Agent and each Bank pursuant to the Credit
Agreement, the Note and all other Related Documents to which the Pledgor is a
party, however evidenced, created, incurred, acquired or owing, whether for
principal, interest, fees, indemnification, expenses or otherwise, whether
primary or secondary, direct or indirect, joint or several, contingent or fixed,
or otherwise, including, without limitation, obligations of performance, now or
hereafter given by the Pledgor to the Agent and the Banks and whether arising by
book entry, oral agreement or operation of law, (b) all obligations and
liabilities of the Pledgor now or hereafter existing under the this Agreement,
the Credit Agreement or any other Related Document to which it is a party, (all
such obligations and liabilities described in the foregoing clauses (a) and (b)
above being hereinafter collectively referred to as the "Obligations"). The
Pledgor, the Agent and each of the Banks hereby agree that they intend the
security interest hereby granted to attach upon the execution of this Agreement.
SECTION 3. Delivery of Pledged Collateral. (A) Should the Pledged
Collateral at any time be represented or evidenced by a certificate or
instrument, such certificates or instruments shall be delivered to and held by
or on behalf of the Agent pursuant hereto and shall be in suitable form for
transfer by delivery, or shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to the
Agent. Upon the maturity of the Loans or upon the occurrence and continuation of
an Event of Default under the Credit Agreement and/or the other Related
Documents (any such event being an "Acceleration Default"), the Agent shall have
the right, at any time in its discretion and without notice to the Pledgor, to
transfer to or to register in the name of the Agent or any of its nominees any
or all of the Pledged Collateral. In addition, the Agent shall have the right at
any time to exchange certificates or instruments representing or evidencing the
Pledged Collateral for certificates or instruments of smaller or larger
denominations.
(B) Should the Pledged Collateral at any time not be
represented or evidenced by a certificate or instrument, the
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books and records of the Company shall be marked to reflect the pledge and
security interests granted to the Agent, for the benefit of the Banks, under
this Agreement.
SECTION 4. Representations and Warranties. The Pledgor
hereby represents and warrants to the Agent and each Bank as
follows:
(a) The Pledged Shares have been duly authorized and validly
issued, are fully paid and non-assessable and represent 100% of the issued and
outstanding shares of the Company; and no warrants, subscription rights or
options are outstanding with respect to the shares of the Company.
(b) The Pledgor is the legal and beneficial owner of the
Pledged Collateral, free and clear of any Liens, adverse claims, security
interests, options or other charges or encumbrances, except for the security
interests created by this Agreement.
(c) The pledge of the Pledged Collateral pursuant to this
Agreement creates a valid and perfected continuing first priority security
interest in the Pledged Collateral, securing the indefeasible payment and
performance of the Obligations.
(d) No authorization, consent, approval or other action by,
and no notice to or filing with, any governmental authority, regulatory body or
other Persons is required to be obtained or made by the Pledgor either (i) for
the pledge by the Pledgor of the Pledged Collateral pursuant to this Agreement
or for the execution, delivery or performance of this Agreement by the Pledgor,
or (ii) for the exercise by the Agent of the voting or other rights provided for
in this Agreement or the remedies in respect of the Pledged Collateral pursuant
to this Agreement, subject to applicable state and federal securities laws.
(e) There are no restrictions on the transfer of the Pledged
Collateral, except such, if any, as are imposed by operation of law, and there
are no options, warrants or rights pertaining thereto. The Pledgor has the right
to transfer the Pledged Collateral free of any encumbrances and without the
consent of the creditors of the Pledgor (other than the Agent), any persons or
any governmental agency whatsoever.
(f) Neither the execution or delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, nor the compliance with or
performance of the terms and conditions of this Agreement by the Pledgor is
prevented by, limited by, conflicts with or will result in the breach or
violation of or a default under the terms, conditions or provisions of (i) the
by-laws or the certificate of incorporation of the Pledgor or the Company or any
agreement among the shareholders of the Company,
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(ii) any mortgage, security agreement, indenture, evidence of indebtedness, loan
or financing agreement, trust agreement or other agreement or instrument to
which the Pledgor is a party or by which it is bound, or (iii) any provision of
law, any order of any court or administrative agency or any rule or regulation
applicable to the Pledgor, subject to applicable state and federal securities
laws.
(g) This Agreement constitutes the legal, valid and binding
obligation of the Pledgor, enforceable in accordance with its terms, except as
limited by applicable fraudulent conveyance law or bankruptcy reorganization,
insolvency, moratorium or similar laws affecting the enforcement of creditors'
rights and the availability of equitable remedies (regardless of whether such
enforceability is considered in a proceeding at law or equity)
(h) Any assignee of all or any portion of the Pledged
Collateral is entitled to receive payments with respect thereto without any
defense, counterclaim, setoff, abatement, reduction, recoupment or other claim
arising out of the actions of the Pledgor.
(i) There are no actions, suits or proceedings (whether or not
purportedly on behalf of the Pledgor) pending or, to the best knowledge of the
Pledgor, threatened affecting the Pledgor that involve the Pledged Collateral,
this Agreement, the Credit Agreement, the Note or any of the other Related
Documents.
(j) All consents or approvals, if any, required as a condition
precedent to or in connection with the due and valid execution, delivery and
performance by the Pledgor of this Agreement have been obtained, subject to
applicable state and federal securities laws.
SECTION 5. Further Assurances. The Pledgor hereby agrees that at any
time and from time to time, at its expense, the Pledgor will promptly execute
and deliver all further instruments and documents, and take all further action,
that may be reasonably necessary or desirable, or that the Agent or any Bank may
reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable the Agent or any Bank to
exercise and enforce its rights and remedies hereunder, subject to applicable
state and federal securities laws, with respect to any Pledged Collateral.
SECTION 6. Voting Rights; Distributions, Etc. (a) So long
as no Acceleration Default shall have occurred and be continuing:
(i) The Pledgor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Pledged Collateral
or any part thereof for any purpose not
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inconsistent with the terms of this Agreement, the Credit Agreement or
any other Related Document to which the Pledgor is a party; provided,
however, that the Pledgor shall give the Agent and each Bank prior
written notice whenever the Pledgor shall exercise or refrain from
exercising any such voting or other consensual right if such action
would have a material adverse effect on the value of the Pledged
Collateral or any part thereof.
(ii) The Pledgor shall be entitled to receive and retain any
and all income, dividends and interest paid in respect of the Pledged
Collateral; provided, however, that any and all:
(A) income, dividends and distributions paid or
payable other than in cash in respect of, and instruments and
other property received, receivable or otherwise distributed
in respect of, or in exchange for, any Pledged Collateral;
(B) income, dividends and other distributions paid or
payable in cash in respect of any Pledged Collateral in
connection with a partial or total liquidation or dissolution
or in connection with a reduction of contributed capital,
capital surplus or paid-in-surplus; and
(C) cash paid, payable or otherwise distributed in
respect of principal of, or in redemption of, or in exchange
for, any Pledged Collateral,
shall be forthwith delivered to the Agent to hold as, Pledged
Collateral and shall, if received by the Pledgor, be received in trust
for the benefit of the Agent and the Banks, be segregated from the
other property or funds of the Pledgor, and be forthwith delivered to
the Agent as Pledged Collateral in the same form as so received (with
all necessary endorsements).
(iii) The Agent shall execute and deliver (or cause to be
executed and delivered) to the Pledgor all such proxies and other
instruments as the Pledgor may reasonably request for the purpose of
enabling the Pledgor to exercise the voting and other rights which it
is entitled to exercise pursuant to clause (i) above and to receive the
income, dividends or interest payments which it is authorized to
receive and retain pursuant to clause (ii) above.
(b) Upon the occurrence and during the continuance of an
Acceleration Default:
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(i) All rights of the Pledgor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise
pursuant to Section 6(a)(i) hereof and to receive the income, dividends
and interest payments which they would otherwise be authorized to
receive and retain pursuant to Section 6(a)(ii) hereof shall cease, and
all such rights shall thereupon become vested in the Agent and the
Banks who shall thereupon have the sole right to exercise such voting
and other consensual rights and to receive and hold as Pledged
Collateral such income, dividends and interest payments.
(ii) All income, dividends and interest payments which are
received by the Pledgor contrary to the provisions of clause (i) of
this Section 6(b) shall be received in trust for the benefit of the
Agent and the Banks, shall be segregated from other funds of the
Pledgor and shall be forthwith paid over to the Agent as Pledged
Collateral in the same form as so received (with all necessary
endorsements).
SECTION 7. Transfers and Other Liens; Additional Interests. The Pledgor
hereby agrees that it will not (i) sell or otherwise transfer or dispose of, or
grant any interest in or option with respect to, any of the Pledged Collateral,
or (ii) create or permit to exist any Lien, security interest, or other charge
or encumbrance upon or with respect to any of the Pledged Collateral, except for
the security interests under this Agreement.
SECTION 8. Litigation Respecting the Pledged Collateral. In the event
any action, suit or other proceeding at law, in equity, in arbitration or before
any other authority involving or affecting the Pledged Collateral becomes known
to or is contemplated by the Pledgor, the Pledgor shall give the Agent and the
Banks immediate notice thereof and if the Pledgor is contemplating such action,
suit or other proceeding, the Pledgor shall be required to receive the written
consent of the Agent and any Bank prior to commencing any such action, suit or
other proceeding, which consent shall not be unreasonably withheld or delayed.
SECTION 9. Agent Appointed Attorney-in-Fact. (a) The Pledgor hereby
appoints the Agent (and any officer or agent of the Agent with full power of
substitution and revocation) the Pledgor's true and lawful attorney-in-fact,
coupled with an interest, with full authority in the place and stead of the
Pledgor and in the name of the Pledgor or otherwise, from time to time in the
Agent's discretion to (i) if an Acceleration Default is continuing, take any
action and to execute any instrument which the Agent may deem necessary or
advisable to accomplish the purposes of this Agreement, including, without
limitation, (I) to
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receive, endorse and collect all instruments made payable to the Pledgor
representing any income, dividend or other distribution in respect of the
Pledged Collateral or any part or proceeds thereof and to give full discharge
for the same; and (II) to transfer the Pledged Collateral, in whole or in part,
to the name of the Agent or such other Person or Persons as the Agent may
designate; take possession of and endorse any one or more checks, drafts, bills
of exchange, money orders or any other documents received on account of the
Pledged Collateral; collect, xxx for and give acquittances for moneys due on
account of the foregoing; withdraw any claims, suits, or proceedings pertaining
to or arising out of the foregoing; take any other action contemplated by this
Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file,
record and publish any one or more of the foregoing, and (ii) at any time
execute and record or file on behalf of the Pledgor any evidence of a security
interest contemplated by this Agreement and any refilings, continuations or
extensions thereof.
(b) The powers of attorney which shall be granted pur-
suant to Section 9(a) hereof and all authority thereby conferred shall be
granted and conferred solely to protect the Agent's and each Bank's interests in
the Pledged Collateral and shall not impose any duty upon the attorney-in-fact
to exercise such powers. Such powers of attorney shall be irrevocable prior to
the indefeasible payment and performance in full of the Obligations and shall
not be terminated prior thereto or affected by any act of the Pledgor or by
operation of law, including, but not limited to, dissolution, death, disability
or incompetency of any Person, the termination of any trust, or the occurrence
of any other event, and if the Pledgor should become bankrupt, insolvent, or
come under the direct regulation of similar laws which affect the rights of
creditors generally or any other event should occur before the indefeasible
payment and performance in full of the Obligations and termination of the Credit
Agreement, the Note and the other Related Documents, such attorney-in-fact shall
nevertheless be fully authorized to act under such powers of attorney as if such
event had not occurred and regardless of notice thereof.
SECTION 10. Agent May Perform. If the Pledgor fails to perform any
agreement contained herein, the Agent or any Bank may itself perform, or cause
performance of, such agreement, and the expenses of the Agent or such Bank
incurred in connection therewith shall be payable by the Pledgor under Section
13 hereof.
SECTION 11. Reasonable Care. The Agent and the Banks shall be deemed to
have exercised reasonable care in the custody and preservation of the Pledged
Collateral in their possession if the Pledged Collateral is accorded treatment
substantially equal to that which the Agent or such Bank accords their own
property, it
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being understood that the Agent or such Bank shall not have any responsibility
for (i) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Pledged
Collateral, whether or not the Agent or any Bank has or is deemed to have
knowledge of such matters, or (ii) taking any necessary steps to preserve rights
against any parties with respect to any Pledged Collateral.
SECTION 12. Remedies Upon Acceleration Default.
(a) If any Acceleration Default shall have occurred
and be continuing:
(i) The Agent may notify the obligors or other
parties, if any, interested in any items of Pledged Col-
lateral of the interests of the Agent or any Bank therein and of any
action proposed to be taken with respect thereto, and inform any of
those parties that all payments otherwise payable to the Pledgor with
respect thereto shall be made by the Agent until all amounts due under
the Credit Agreement, the Note and the other Related Documents have
been indefeasibly paid in full;
(ii) The Agent may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for
herein or otherwise available to it, all the rights and remedies of a
secured party on default under the Uniform Commercial Code (the "Code")
in effect in the State of New York at that time, and the Agent may
also, without notice except as specified below, sell the Pledged
Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange, broker's board or at any of the Agent's
offices or elsewhere, for cash, on credit or for future delivery, and
upon such other terms as the Agent may deem commercially reasonable.
The Pledgor hereby agrees that, to the extent notice of sale shall be
required by law, at least five days' notice to the Pledgor of the time
and place of any public sale or the time after which any private sale
is to be made shall constitute reasonable notification. The Agent shall
not be obligated to make any sale of Pledged Collateral regardless of
notice of sale having been given. The Agent 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;
(iii) Any cash held by the Agent as Pledged
Collateral and all cash proceeds received by the Agent in respect of
any sale of, collection from, or other realization upon all or any part
of the Pledged Collateral may, in the discretion of the Agent, be held
by the Agent as
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collateral for, and/or then or at any time thereafter applied (after
payment of any amounts payable to the Agent pursuant to Section 13
hereof) in whole or in part by the Agent against, all or any part of
the Obligations in such order as the Agent shall elect. Any surplus of
such cash or cash proceeds held by the Agent and remaining after the
indefeasible payment in full of all the Obligations shall be paid over
to the Pledgor or to whomsoever may lawfully entitled to receive such
surplus; and
(iv) The Agent may otherwise use or deal from time to
time with the Pledged Collateral, in whole or in part, in all respects
as if the Agent were the outright owner thereof.
(b) Except as set forth in Section 12(a)(iii) hereof, the
Agent shall have the sole right to determine the order in which Obligations
shall be deemed discharged by the application of the Pledged Collateral or any
other property or money held hereunder or any amount realized thereon. Any
requirement of reasonable notice imposed by law shall be deemed met if such
notice is in writing and is mailed, teletransmitted or hand delivered to the
Pledgor at least five days prior to the sale, disposition or other event giving
rise to such notice requirement.
(c) The Agent shall collect the cash proceeds received from
any sale or other disposition or from any other source contemplated by and in
accordance with subsection (a) above and shall apply the full proceeds in
accordance with the provisions of this Agreement.
(d) Notwithstanding the foregoing, none of the provi-
sions of this Section 12 shall confer on the Agent any rights or privileges that
are not permissible under applicable law.
(e) In connection with the provisions of this Agree-
ment, the Pledgor from time to time shall promptly execute and deliver, or cause
to be executed and delivered, to the Agent such documents and instruments, shall
join in such notices and shall take, or cause to be taken, such other lawful
actions as the Agent shall deem necessary or desirable to enable it to exercise
any of the rights with respect to the Pledged Collateral granted to it pursuant
to this Agreement.
SECTION 13. Expenses. The Pledgor will, upon demand, pay to the Agent
the amount of all expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, which the Agent or any Bank may incur in
connection with (i) the perfection, custody or preservation of, or the sale of,
collection from, or other realization upon, any of the Pledged Collateral, (ii)
the exercise or enforcement of any of the rights
9
of the Agent hereunder, (iii) the failure by the Pledgor to perform or observe
any of the provisions hereof, or (v) any actual or attempted sale, assignment of
rights or interests, or exchange of, or any enforcement, collection, compromise
or settlement respecting the Pledged Collateral or any other property or money
held hereunder, or any other action taken by the Agent or any Bank hereunder
whether directly or as attorney-in-fact pursuant to the power of attorney herein
conferred, and all such expenses shall be deemed a part of the Obligations for
all purposes of this Agreement and the Agent may apply the Pledged Collateral or
any other property or money held hereunder to payment of or reimbursement of
itself for such expenses. The Pledgor shall pay all such expenses on demand,
together with interest thereon from the date the expense is paid or incurred by
the Agent or any Bank at an interest rate equal to that under the Note (computed
on the basis of the actual number of days elapsed over a 360-day year).
SECTION 14. Waivers and Amendments, Etc. The rights and remedies given
hereby are in addition to all others however arising, but it is not intended
that any right or remedy be exercised in any jurisdiction in which such exercise
would be prohibited by law. No action, failure to act or knowledge of the Agent
or any Bank shall be deemed to constitute a waiver of any power, right or remedy
hereunder, nor shall any single or partial exercise thereof preclude any further
exercise thereof or the exercise of any other power, right or remedy. Any waiver
or consent respecting any covenant, representation, warranty or other term or
provision of this Agreement shall be effective only in the specified instance
and for the specific purpose for which given and shall not be deemed, regardless
of frequency given, to be a further or continuing waiver or consent. The failure
or delay of the Agent or any Bank at any time or times to require performance
of, or to exercise their rights with respect to, any representation, warranty,
covenant or other term or provision of this Agreement in no manner shall affect
their rights at a later time to enforce any such provision. No notice to or
demand on a party in any case shall entitle such party to any other or further
notice or demand in the same, similar or other circumstances. Any right or power
of the Agent or any Bank hereunder respecting the Pledged Collateral and any
other property or money held hereunder may at the option of the Agent be
exercised as to all or any part of the same and the term the "Pledged
Collateral" wherever used herein, unless the context clearly requires otherwise,
shall be deemed to mean (and shall be read as) the "Pledged Collateral and any
other property or money held hereunder or any part thereof". This Agreement
shall not be amended nor shall any right hereunder be deemed waived except by a
written agreement expressly setting forth the amendment or waiver and signed by
the party against whom or which such amendment or waiver is sought to be
charged.
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SECTION 15. Notices. Any notice or other communication to be given or
made to the Agent and the Banks hereunder shall be sent or otherwise
communicated to the Agent at: IBJ Xxxxxxxx Bank & Trust Company, Xxx Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: Asset-Based Lending Division, with
a copy to Messrs. Pryor, Cashman, Xxxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, attention: Xxxxxxxx Xxxxxx, or such other address and/or for
such other attention as may be notified to the Pledgors in accordance with this
Section 15. Any notice or other communication to be given to the Pledgor shall
be sent or otherwise communicated to the Pledgor at: Winstar Global Products,
Inc., 00 Xxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, Attention: Xxxxxxx Xxxxx, or
such other address and/or for such other attention as may be notified to the
Agent in accordance with this Section 15. Any notice or other communication to
be given or made pursuant to this Agreement may be given or made by personal
delivery, or by overnight courier, or by postage prepaid, registered or
certified first class mail, return receipt requested, or by telecopy. All
notices or other communications to be given or made pursuant to this Agreement
shall be deemed to have been given or made when received as established, in the
case of delivery by overnight courier, on the next Business Day and, in the case
of delivery by mail, five Business Days after mailing.
SECTION 16. Continuing Security Interest. This Agreement shall create a
continuing first priority security interest in the Pledged Collateral and shall
(i) remain in full force and effect until the indefeasible payment in full or
performance of the Obligations, (ii) be binding upon the Pledgor, its successors
and assigns and (iii) inure to the benefit of the Agent, the Banks and their
successors, transferees and assigns. Upon the indefeasible payment in full or
performance of the Obligations, the Pledgor shall be entitled to the return,
upon its request and at its expense, of such of the Pledged Collateral as shall
not have been sold or otherwise applied pursuant to the terms of this Agreement.
SECTION 17. Severability. In the event that any provision of this
Agreement shall be determined to be superseded, invalid or otherwise
unenforceable pursuant to applicable law, such determination shall not affect
the validity of the remaining provisions of this Agreement, and the remaining
provisions of this Agreement shall be enforced as if the invalid provision were
deleted.
SECTION 18. Survival of Representations, etc. All
representations, warranties, covenants and other agreements made
herein shall survive the execution and delivery of this Agreement
and shall continue in full force and effect until all amounts due
under the Credit Agreement, the Note and the other Related
Documents have been indefeasibly paid in full. This Agreement
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shall remain and continue in full force and effect without regard to any
modification, execution, renewal, amendment or waiver of any provision of any of
the Credit Agreement, the Note and the other Related Documents.
SECTION 19. Termination and Miscellaneous Provisions. This Agreement
shall continue in full force and effect until all of the Obligations shall have
been indefeasibly paid and satisfied. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors, and assigns. Section headings used herein are for convenience only
and shall not affect the meaning or construction of any of the provisions
hereof. This Agreement may be executed in any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same
instrument.
SECTION 20. Entire Agreement. This Agreement, the Credit Agreement and
the other Related Documents contain the entire agreement of the parties and
supersedes all other agreements, understandings and representations, oral or
otherwise, between the parties with respect to the matters contained herein.
SECTION 21. Governing Law; Terms. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without
giving effect to its conflict of laws provisions. Unless otherwise defined
herein or in the Credit Agreement, terms defined in Article 9 of the Uniform
Commercial Code in the State of New York are used herein as therein defined.
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IN WITNESS WHEREOF, the Pledgor, and the Agent, on behalf of the Banks,
have each caused this Agreement to be duly executed and delivered as of the date
first above written.
WINSTAR GLOBAL PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY, as Agent
By: /s/ Xxxxx X. Xx Xxxx
Name: Xxxxx X. Xx Xxxx
Title: Vice President
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The undersigned hereby acknowledges receiving notice of, and consents
to, the foregoing Pledge Agreement and agrees to recognize all of the rights
granted to the Agent and the Banks therein and, to the full extent of its
ability, to take all actions reasonably necessary to effectuate said rights and
the purposes of the Pledge Agreement, as requested by the Agent or any Bank
pursuant to the terms thereof.
Date: August 9, 1996
INNE DISPENSABLES, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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