NEGATIVE PLEDGE AGREEMENT
THIS AGREEMENT is entered into by and among XXXXXX
INDUSTRIES, INC., a Tennessee corporation with its principal
offices in Ooltewah, Tennessee ("Xxxxxx"), XXXXXX INDUSTRIES
TOWING EQUIPMENT INC., a Delaware corporation with its principal
offices in Ooltewah, Tennessee ("Xxxxxx Towing," and together
with Xxxxxx, the "Borrowers"), and EACH OF THE UNDERSIGNED
SUBSIDIARIES OF XXXXXX (collectively the "Guarantors"), and
NATIONSBANK OF TENNESSEE, N.A., a national banking association
with its offices in Chattanooga, Tennessee ("NationsBank")
(hereinafter referred to as "Agent"), as agent for each of the
Lenders (the "Lenders") as a party to the Credit Agreement (as
defined below). All capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in
the Credit Agreement.
W I T N E S S E T H:
WHEREAS, Borrowers, Agent and Lenders have entered into that
certain Credit Agreement dated of even date herewith (the "Credit
Agreement") and the Guarantors and the Agent have entered into
that certain Guaranty Agreement dated of even date herewith (the
"Guaranty Agreement"); and
WHEREAS, pursuant to the Credit Agreement, the Lenders will
advance credit pursuant to the terms and conditions thereof; and
WHEREAS, as one of the terms of the Credit Agreement,
Borrowers and Guarantors have agreed to execute a Negative Pledge
Agreement whereby Borrowers and Guarantors agree that they will
not sell, lease, transfer or otherwise dispose of, or xxxxx x
xxxx on, any of their accounts receivable, inventory, equipment
and other assets and any capital stock of the Guarantors, whether
now existing or acquired in the future, without the prior written
consent of Required Lenders until the Revolving Credit
Termination Date, except as specifically permitted by the Credit
Agreement; and
WHEREAS, in consideration of the mutual covenants and
conditions set forth herein and in consideration of the
extensions of credit by the Lenders to or for the benefit of the
Borrowers and Guarantors contemplated under the Credit Agreement
and the other Loan Documents executed in relation thereto, the
legal sufficiency of which are irrevocably acknowledged, the
parties hereto, intending to be legally bound, agree as follows:
1. NEGATIVE PLEDGE. Borrowers and Guarantors agree that
they will not sell, lease, transfer or otherwise dispose of, or
incur or permit to exist any Lien, charge or encumbrance of any
nature with respect to any of their accounts receivable,
inventory, equipment and other assets and any capital stock of
the Guarantors, whether now existing or acquired in the future
without the prior written consent of the Required Lenders, except
as permitted by the Credit Agreement.
2. CERTAIN MORTGAGES PERMITTED. Nothing contained in this
Negative Pledge Agreement shall be construed to prohibit any
mortgages and other encumbrances on real estate of Champion
Carrier Corporation or any successor thereof located in
Hermitage, Pennsylvania, granted by Champion Carrier Corporation
or its successor to secure the indebtedness incurred in
purchasing its Hermitage, Pennsylvania facility.
3. EFFECT OF DEFAULT. A breach of the terms and
conditions of this Negative Pledge Agreement shall constitute an
"Event of Default" under SECTION 10.1 of the Credit Agreement, as
the term "Event of Default" is defined in the Credit Agreement
and the Agent and Lenders shall be entitled to all rights and
remedies as set forth in the Credit Agreement.
IN WITNESS WHEREOF, the parties intending to be legally
bound have executed this Negative Pledge Agreement as of this
30th day of January, 1998.
BORROWERS:
XXXXXX INDUSTRIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: President
XXXXXX INDUSTRIES TOWING
EQUIPMENT INC.
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President
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GUARANTORS:
A-2 WRECKER SERVICE, INC.
A-EXCELLENCE TOWING CO.
ALL AMERICAN TOWING SERVICES, INC.
ALLIED TOWING AND RECOVERY, INC.
APACO, INC.
APPLE TOWING CO., INC.
A TO Z ENTERPRISES, INC.
B&B ASSOCIATED INDUSTRIES, INC.
BEAR TRANSPORTATION, INC.
BERT'S TOWING RECOVERY CORPORATION
XXX XXXXX SERVICES, INC.
BOULEVARD & TRUMBULL TOWING, INC.
XXXXXX'X, INC.
C&L TOWING SERVICES, INC.
XXXXXX INVESTMENT CORPORATION
CEDAR BLUFF 24 HOUR TOWING, INC.
CENTURY HOLDINGS, INC.
CHAMPION CARRIER CORPORATION
CHEVRON, INC.
CHEVRON SOUTH/SOUTHERN WRECKER
LEASING, INC.
CHICAGO METRO SERVICES, INC.
CLEVELAND VEHICLE DETENTION CENTER,
INC.
COMPETITION WHEELIFT, INC.
X.X. XXXXXXXX, INC.
DICK'S TOWING & ROAD SERVICE, INC.
DOLLAR ENTERPRISES, INC.
E.B.T., INC.
EXPORT ENTERPRISES, INC.
GEORGIA EXPORT ENTERPRISES, INC.
GOLDEN WEST TOWING EQUIPMENT INC.
GOOD MECHANIC AUTO CO. OF
RICHFIELD, INC.
GREG'S TOWING, INC.
H&H TOWING ENTERPRISES, INC.
HALL'S TOWING SERVICE, INC.
XXXXXXXXXXX TOWING, INC.
H.M.R. ENTERPRISES, INC.
INTERSTATE TOWING & RECOVERY, INC.
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XXXXXXX WRECKER SERVICE, INC.
XXXXXXXX ENTERPRISES, INC.
XXXXX'X, INC.
KING AUTOMOTIVE & INDUSTRIAL
EQUIPMENT, INC.
LAZER TOW SERVICES, INC.
XXXXX WRECKER SERVICE, INC.
LINCOLN TOWING ENTERPRISES, INC.
MERL'S TOWING SERVICE, INC.
MID-AMERICA WRECKER & EQUIPMENT
SALES, INC. OF COLORADO
MIKE'S WRECKER SERVICE, INC.
XXXXXX FINANCIAL SERVICES GROUP, INC.
XXXXXX/GREENEVILLE, INC.
XXXXXX INDUSTRIES DISTRIBUTING, INC.
XXXXXX INDUSTRIES INTERNATIONAL, INC.
XXXXX'X SERVICE & TOWING, INC.
XXXXX'X TOWING SERVICE, INC.
XXXXXX'X TOWING, INC.
OFFICIAL TOWING, INC.
X'XXXX TRUCK SERVICE, INC.
PETE'S A TOWING, INC.
PIPES ENTERPRISES, INC.
PURPOSE, INC.
RAR ENTERPRISES, INC.
RANDY'S HIGH COUNTRY TOWING, INC.
XXX XXXXXX, INC.
ROAD XXXXXX, INC.
ROAD ONE, INC.
ROAD ONE INSURANCE SERVICES, INC.
ROAD ONE SERVICE, INC.
XXXXX XXXXXX WRECKER SERVICE INC.
SANDY'S AUTO & TRUCK SERVICE, INC.
SOUTHERN WRECKER CENTER, INC.
SOUTHERN WRECKER SALES, INC.
SPEED'S AUTOMOTIVE, INC.
SPEED'S RENTALS, INC.
XXXXX'X AUTOMOTIVE SERVICES, INC.
SUBURBAN WRECKER SERVICE, INC.
TEAM TOWING AND RECOVERY, INC.
TED'S OF FAYVILLE, INC.
TEXAS TOWING CORPORATION
XXXXXXXX'X WRECKER SERVICE, INC.
TREASURE COAST TOWING, INC.
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TRUCK SALES & SALVAGE CO., INC.
XXXXXXX CORPORATION
VULCAN EQUIPMENT COMPANY, INC.
VULCAN INTERNATIONAL (DELAWARE), INC.
XXXXXX TOWING, INC.
WES'S SERVICE INCORPORATED
ZEBRA TOWING, INC.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Attorney-in-Face
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AGENT:
NATIONSBANK OF TENNESSEE, N.A., as Agent
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President
0
XXXXX XX XXXXXXXXX
XXXXXX XX XXXXXXXX
XXXXXX XX personally appeared _______________________________,
with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself to be
____________ President of ________________________, the within-
named corporation, and that he as such officer, executed the
foregoing instrument for the purpose therein contained, by
signing the name of the corporation by himself as such officer.
WITNESS my hand and seal, at office, on this ________ day
of__________, 1998.
_____________________________________
Notary Public
My commission expires:_______________
STATE OF TENNESSEE
COUNTY OF XXXXXXXX
BEFORE ME personally appeared ___________________, with whom
I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself
to be ___________ of NationsBank of Tennessee, N.A., the within-
named corporation, and that he as such officer, executed the
foregoing instrument for the purpose therein contained, by
signing the name of the corporation by himself as such officer.
WITNESS my hand and seal, at office, on this ________ day
of__________, 1998.
_____________________________________
Notary Public
My commission expires:_______________
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