PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT (the "Pledge Agreement"), dated
as of December 30, 1997, is made by INSIGNIA PROPERTIES, L.P., a limited
partnership formed under the laws of Delaware (the "Pledgor"), in favor of
FIRST UNION NATIONAL BANK, a national banking association, as Administrative
Agent (the "Agent") for the ratable benefit of itself, Xxxxxx Commercial Paper
Inc. ("Xxxxxx") as Syndication Agent, and the financial institutions (the
"Lenders") as are, or may from time to time become, parties to the Credit
Agreement (as hereinafter defined).
STATEMENT OF PURPOSE
Pursuant to the terms of the Credit Agreement of even date among
the Pledgor (as Borrower), the Lenders, the Agent and Xxxxxx (as amended,
restated, modified or otherwise supplemented from time to time, the "Credit
Agreement"), the Lenders extended a certain credit facility to the Pledgor as
more particularly described therein.
The Pledgor is the legal and beneficial owner of (a) the
Partnership Interests (as hereinafter defined) in the partnerships (the
"Partnerships") listed on Schedule I hereto, (b) the shares of Pledged Stock
(as hereafter defined) issued by the issuers (the "Issuers") listed on Schedule
I hereto, and (c) the Membership Interests (as hereinafter defined) in the
limited liability companies (the "Companies") listed on Schedule I hereto.
In connection with the transactions contemplated by the Credit
Agreement and as a condition precedent to the extensions of credit thereunder,
the Lenders have requested, and the Pledgor has agreed to execute and deliver,
this Pledge Agreement.
NOW, THEREFORE, in consideration of the premises, the Pledgor
hereby agrees with the Agent for the ratable benefit of itself, Xxxxxx and the
Lenders as follows:
1. Defined Terms. Unless otherwise defined herein, terms which are
defined in the Credit Agreement and used herein (including the preamble and
statement of purpose) 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 in the State of South Carolina.
"Collateral" means the Partnership Collateral.
"LLC Collateral" means all of the Membership Interests of the
Pledgor in the Companies and all Proceeds therefrom.
"Membership Interests" means the entire membership interest of
the Pledgor in each Company listed on Schedule I hereto, including without
limitation, the Pledgor's capital account, its interest as a member in the
net cash flow, net profit and net loss, and items of income, gain, loss,
deduction and credit of the Companies, its interest in all distributions
made or to be made by the Companies to the Pledgor and all of the other
economic rights, titles and interests of the Pledgor as a member of the
Companies, whether set forth in the membership agreement of the Companies,
by separate agreement or otherwise.
"Partnership Collateral" means all of the Partnership Interests
of the Pledgor in the Partnerships and all Proceeds therefrom.
"Partnership Interests" means the entire partnership interest of
the Pledgor in each Partnership listed on Schedule I hereto, including
without limitation, Pledgor's capital account, its interest as a partner
in the net cash flow, net profit and net loss, and items of income, gain,
loss, deduction and credit of the Partnerships, its interest in all
distributions made or to be made by the Partnerships to the Pledgor and
all of the other economic rights, titles and interests of the Pledgor as a
partner of the Partnerships, whether set forth in the partnership
agreement of the Partnerships, by separate agreement or otherwise.
"Permitted Liens" means Liens permitted pursuant to Section 9.3
of the Credit Agreement.
"Pledge Agreement" means this Pledge and Security Agreement, as
amended or modified.
"Pledged Stock" means the shares of capital stock of each Issuer
listed on Schedule I hereto, together with all stock certificates, options
or rights of any nature whatsoever that may be issued or granted by any
Issuer to the Pledgor while this Pledge Agreement is in effect.
"Proceeds" means all "proceeds" as such term is defined in
Section 9-306(1) of the Code on the date hereof.
"Stock Collateral" means the Pledged Stock and all Proceeds
therefrom and, in any event, shall include, without limitation, all
dividends or other income from the Pledged Stock, collections thereon,
proceeds of sale thereof or distributions with respect thereto.
2. Pledge and Grant of Security Interest. The Pledgor hereby
delivers to the Agent, for the ratable benefit of the Agents and the Lenders,
all of the Pledged Stock and hereby grants to the Agent, for the ratable
benefit of the Agents, and Lenders, a first priority 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 Obligations (as defined in the Credit Agreement).
3. Stock Powers; Register of Pledge.
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(a) Concurrently with the delivery to the Agent of each certificate
representing one or more shares of Pledged Stock, the Pledgor shall deliver an
undated stock power covering such certificate, duly executed in blank by the
Pledgor;
(b) Concurrently with the execution of this Pledge Agreement, the
Pledgor shall send to each Partnership listed on Schedule I hereto written
instructions substantially in the form of Exhibit A hereto and shall cause each
such Partnership to, and each such Partnership shall, deliver to the Agent the
Transaction Statement in the form of Exhibit B hereto, confirming that each
such Partnership has registered the pledge effected by this Pledge Agreement on
its books.
4. Pledgor Remains Liable. Anything herein to the contrary
notwithstanding, (a) the Pledgor shall remain liable to perform all of its
duties and obligations as a member of the Companies to the same extent as if
this Pledge Agreement had not been executed, (b) the exercise by the Agent or
any Lender of any of its rights hereunder shall not release the Pledgor from
any of its duties or obligations as a member of the Companies, and (c) neither
the Agent nor any Lender shall have any obligation or liability as a member of
the Companies by reason of this Pledge Agreement.
5. Representations and Warranties. To induce the Agent and Lenders
to execute the Credit Agreement and to accept the security contemplated hereby
and the Lenders to make extensions of credit under the Credit Agreement, the
Pledgor hereby represents and warrants that:
(a) the shares of Pledged Stock listed on Schedule I constitute
all of the issued and outstanding shares of all classes of the capital
stock of the Issuer;
(b) all the shares of the Pledged Stock have been duly and
validly issued and are fully paid and non-assessable;
(c) the Pledgor is the record and beneficial owner of, and has
good and marketable title to, the Collateral listed on Schedule I, 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 or Permitted Liens;
(d) the jurisdiction in which the Pledgor is located for
purposes of Sections 9-103 and 9-401 of the UCC is the address set forth
on Schedule II; and
(e) upon delivery to the Agent of the stock certificates
evidencing the Pledged Stock and the filing of properly completed
financing or other statements in all necessary jurisdictions, the Lien on
the Collateral 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.
6. Certain Covenants. The Pledgor covenants and agrees with the
Agent for the ratable benefit of the Agents and Lenders that, except as
permitted under the Credit Agreement, from and
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after the date of this Pledge Agreement until the Obligations are paid in full
and the Commitments are terminated:
(a) The Pledgor will not without thirty (30) days prior written
notice to the Agent change its name, identity or corporate structure so as
to make any financing or other statement filed as provided herein become
seriously misleading. The Pledgor will, upon reasonable request of the
Agent, execute such financing statements, notices of lien, notices of
assignment and continuations or amendments to any of the foregoing, and
other documents (and pay the costs of filing or recording the same in all
public offices deemed necessary by the Agent) and do such other acts and
things, all as the Agent may from time to time reasonably request to
establish and maintain a valid perfected pledge and security interest in
the Collateral. The Pledgor hereby constitutes and appoints the Agent (and
any of its officers) as its attorney-in-fact with full power and authority
to execute and deliver all documents necessary to perfect and keep
perfected the security interests created hereby. This power of attorney
hereby granted is a special power of attorney coupled with an interest and
shall be irrevocable by the Pledgor.
(b) The Pledgor agrees that as a member of the Companies it will
abide by, perform and discharge each and every material obligation,
covenant and agreement to be abided by, performed or discharged by a
member under the terms of the articles of organization and operating
agreements of the Companies, at no cost or expense to the Agent and the
Lenders.
(c) If the Pledgor shall, as a result of its ownership of the
Collateral, 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 of the
Collateral, or otherwise in respect thereof, the Pledgor shall accept the
same as the agent of the Agent, hold the same in trust for the Agent 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 by
the Pledgor to be held by the Agent, subject to the terms hereof, as
additional collateral security for the Obligations. In addition, any sums
paid upon or in respect of any Collateral upon the liquidation or
dissolution of any Issuer shall be paid over to the Agent to be held by it
hereunder as additional collateral security for the Obligations, and upon
the recapitalization or reclassification of any Issuer, any new securities
issued in connection with or in exchange for any Collateral shall be
delivered to the Agent to be held by it hereunder as additional collateral
security for the Obligations. If any sums of money or property so paid or
distributed in respect of any Collateral 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 Agent, segregated
from other funds of the Pledgor, as additional collateral security for the
Obligations.
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(d) Without the prior written consent of the Agent, the Pledgor
will not (i) vote to enable, or take any other action to permit, any
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 any
nature of such Issuer, (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 Permitted Liens. The Pledgor will defend
the right, title and interest of the Agent in and to the Collateral
against the claims and demands of all Persons whomsoever.
(e) At any time and from time to time, upon the reasonable
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.
(f) 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.
7. Cash Dividends and Distributions; Voting Rights. Unless an
Event of Default shall have occurred and be continuing and the Agent shall have
given notice to the Pledgor of the Agent's intent to exercise its rights
pursuant to Section 8 below, the Pledgor shall be permitted to receive all cash
dividends and other distributions paid in accordance with the terms of the
Credit Agreement in respect of the Collateral and to exercise all voting and
corporate, membership or partnership rights, as applicable, with respect to the
Collateral; provided, that no vote shall be cast or corporate, membership or
partnership right exercised or other action taken which would constitute an
Event of Default.
8. Rights of the Agent.
(a) If an Event of Default shall occur and be continuing and the
Agent shall give ten (10) Business Days prior written notice of its intent to
exercise such rights to the Pledgor, the Agent shall have the right to receive
any and all cash distributions paid in respect of the Collateral and make
application thereof to the Obligations in the order set forth in the Credit
Agreement
(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 Borrower, the Guarantor or against any other Person
which may be or become liable in respect of all or any part
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of the Obligations or against any collateral security therefor, guarantee
therefor 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 the Agent
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.
9. Remedies. If an Event of Default shall occur and be continuing,
with the consent of the Required Lenders, the Agent may, and upon the request
of the Required Lenders, the Agent shall, exercise on behalf of itself and the
Lenders, all rights and remedies granted in this Pledge Agreement and in any
other instrument or agreement securing, evidencing or relating to the
Obligations, and in addition thereto, all rights and remedies of a secured
party under the Code. Without limiting the generality of the foregoing with
regard to the scope of the Agent's remedies, the Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by Section 7 hereof or any Applicable Law)
to or upon the Pledgor, or any other Person (all and each of which demands,
defenses, advertisements and notices (except any notice required by Section 7
hereof or any Applicable Law) 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 in a
commercially reasonable manner. 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 in a collateral account to be held by the
Agent for the benefit of itself and the other Lenders; 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 in
respect thereof 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 of counsel thereto, to the payment in whole or in part
of the Obligations, in the order set forth in the Credit Agreement, and only
after such application and after the payment by the Agent of any other amount
required by any provision of law, including, without limitation, Section
9-504(1)(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 them in good faith of any rights hereunder.
Notice of a proposed sale or other disposition of Collateral shall be given in
writing to the Pledgor and deemed reasonable and proper if given at least 10
Business 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 Obligations and the fees and
disbursements of any attorneys employed by the Agent or any Lender to collect
such deficiency.
10. Private Sales. (a) 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
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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 than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been 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 such Issuer thereof to
register such securities for public sale under the Securities Act, or under
applicable state securities laws, even if such Issuer would agree to do so.
11. Limitation on Duties Regarding Collateral. The Agent's sole
duty 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. Neither the Agent, any Lender nor
any of their respective 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.
12. Irrevocable Authorization and Instruction to Issuers. The
Pledgor hereby authorizes and instructs each Issuer, Partnership and Company 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 each Issuer,
Partnership and Company shall be fully protected in so complying.
13. Powers Coupled with an Interest. All authorizations and
agencies herein contained with respect to the Collateral constitute irrevocable
powers coupled with an interest.
14. Severability. Any provision of this Pledge Agreement which is
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 prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
15. Section Headings. The section headings used in this Pledge
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 shall by any act (except by a written instrument pursuant to Section 17
hereof) 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
7
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 other rights or remedies provided by law.
17. Waivers and Amendments; Successors and Assigns. None of the
terms or provisions of this Pledge Agreement may be amended, supplemented or
otherwise modified except by a written instrument executed by the Pledgor and
Agent; provided that (a) any provision of this Pledge Agreement may be waived
by the Agent in a letter or agreement executed by the Agent or by telex or
facsimile transmission from the Agent and (b) any consent or waiver by the
Agent to any amendment, supplement or modification hereto shall be subject to
approval thereof by each of the Lenders or Required Lenders, as applicable, in
accordance with Section 12.9 of the Credit Agreement. 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.
18. Governing Law, etc. (a) This Pledge Agreement, unless
otherwise expressly set forth herein, shall be governed by, construed and
enforced in accordance with the laws of the State of South Carolina, without
reference to the conflicts or choice of law principles thereof.
(b) The Pledgor hereby irrevocably consents to the personal
jurisdiction of the state and federal courts located in Greenville County,
South Carolina, in any action, claim or other proceeding arising out of any
dispute in connection with this Pledge Agreement, any rights or obligations
hereunder, or the performance of such rights and obligations. The Pledgor
hereby irrevocably consents to the service of a summons and complaint and other
process in any action, claim or proceeding brought by the Agent in connection
with this Pledge Agreement or any rights or obligations hereunder, or the
performance of such rights and obligations, on behalf of itself or its
property, by registered or certified mail, return receipt requested, otherwise
in the manner specified in Section 19. Nothing in this Section 18 shall affect
the right of the Agent to serve legal process in any other manner permitted by
Applicable Law or affect the right of the Agent to bring any action or
proceeding against the Pledgor or its properties in the courts of any other
jurisdictions.
(c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGENT AND EACH
LENDER BY THEIR ACCEPTANCE OF THIS PLEDGE AGREEMENT OR THE BENEFITS HEREOF AND
THE PLEDGOR HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF OR ANY
DISPUTE IN CONNECTION WITH THIS PLEDGE AGREEMENT, ANY RIGHTS OR OBLIGATIONS
HEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.
19. Notices. All notices and communications hereunder shall be
given to the addresses and otherwise in accordance with Section 12.1 of the
Credit Agreement.
20. Authority of Agent. The Pledgor acknowledges that the rights
and 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
8
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 itself and the Lenders with
full and valid authority so to act or refrain from acting, and neither the
Pledgor nor any Partnership shall 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 under seal and delivered as of the date first
above written.
INSIGNIA PROPERTIES, L.P.
By Its General Partner
Insignia Properties Trust
By:
------------------------------
Name:
------------------------
Title:
-----------------------
9
SCHEDULE I
To Pledge
Agreement
----------
DESCRIPTION OF PLEDGED STOCK
Class of Stock No. of
Issuer Stock Certificate No. Shares
------ -------- -------------- ------
DESCRIPTION OF MEMBERSHIP INTEREST
LLC No. of
Company Certificate No. Shares
------- -------------- ------
DESCRIPTION OF PARTNERSHIP INTEREST
Partnership Partnership Interest
----------- --------------------
SCHEDULE II
To Pledge
Agreement
---------
Address of the Pledgor
-----------------------
One Insignia Financial Xxxxx
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Supplement to Pledge Agreement
PLEDGE AGREEMENT SUPPLEMENT, dated as of __________, 199__ (the
"Supplement"), made by Insignia Properties, L.P., a limited partnership formed
under the laws of Delaware (the "Pledgor"), in favor of First Union National
Bank, a national banking corporation, as Administrative Agent (in such
capacity, the "Agent"), under the Credit Agreement (as defined in the Pledge
Agreement referred to below) for the benefit of itself and the Lenders (as so
defined).
1. Reference is hereby made to that Pledge Agreement, dated as of
__________, 1997 made by the Pledgor in favor of the Agent (as amended,
restated, modified or otherwise supplemented from time to time as of the date
hereof, the "Pledge Agreement"). This Supplement supplements the Pledge
Agreement, forms a part thereof and is subject to the terms thereof. Terms
defined in the Pledge Agreement are used herein as therein defined.
2. The Pledgor hereby confirms and reaffirms the security interest
in the Collateral granted to the Agent for the ratable benefit of itself and
the Lenders under the Pledge Agreement, and, as additional collateral security
for the prompt and complete payment when due (whether at stated maturity, by
acceleration or otherwise) of the Obligations and in order to induce the
Lenders to make their Loans under the Credit Agreement, the Pledgor hereby
delivers to the Agent, for the benefit of the Lenders, all of the issued and
outstanding shares of capital stock of [INSERT NAME OF NEW SUBSIDIARY] (the
"New Issuer") listed below, together with all stock certificates, options, or
rights of any nature whatsoever which may be issued or granted by the New
Issuer in respect to such stock which the Pledge Agreement, as supplemented
hereby, is in force (the "Additional Pledged Stock"; as used in the Pledge
Agreement as supplemented by this Supplement, "Pledged Stock" shall be deemed
to include the Additional Pledged Stock) and hereby grants to the Agent, for
the ratable benefit of itself and the Lenders, a first priority security
interest in the Additional Pledged Stock and all Proceeds thereof.]
or
[2. The Pledgor hereby confirms and reaffirms the security interest
in the Collateral granted to the Agent for the ratable benefit of itself and
the Lenders under the Pledge Agreement, and, as additional collateral security
for the prompt and complete payment when due (whether at stated maturity, by
acceleration or otherwise) of the Obligations and in order to induce the
Lenders to make their Loans under the Credit Agreement, the Pledgor hereby
grants to the Agent, for the ratable benefit of itself and the Lenders, a first
priority security interest in the entire partnership interest of Pledgor (the
"Additional Partnership Interest") in [INSERT NAME OF NEW PARTNERSHIP] (the
"New Partnership") listed below and all Proceeds thereof (as used in the Pledge
Agreement as supplemented by this Supplement, "Partnership Interests" shall be
deemed to include the Additional Partnership Interest).]
or
[2. The Pledgor hereby confirms and reaffirms the security interest
in the Collateral granted to the Agent for the ratable benefit of itself and
the Lenders under the Pledge Agreement, and, as additional collateral security
for the prompt and complete payment when due (whether at stated maturity, by
acceleration or otherwise) of the Obligations and in order to induce the
Lenders to make their Loans under the Credit Agreement, the Pledgor hereby
delivers to the Agent, for the ratable benefit of the Agents and the Lenders,
all of the certificates of limited liability company interests issued by
[INSERT NAME OF NEW LIMITED LIABILITY COMPANY] (the "New Company") listed
below, and hereby grants to the Agent, for the ratable benefit of the Agents
and Lenders, a first priority security interest in the Membership Interest of
the Pledgor (the "Additional Membership Interest") in the New Company, and all
Proceeds thereof (as used in the Pledge Agreement as supplemented by this
Supplement, "Membership Interest" shall be deemed to include the Additional
Membership Interest).]
3. The Pledgor hereby represents and warrants that the
representations and warranties contained in paragraph 5 of the Pledge Agreement
are true and correct on the date of this Supplement with references therein to
the ["Pledged Stock" to include the Additional Pledged Stock] or ["Membership
Interests" to include the Additional Membership Interest], with references
therein to the ["Issuer" to include the New Issuer] or "Company" to include the
New Company], and with references to the "Pledge Agreement" to mean the Pledge
Agreement as supplemented by this Supplement.
4. The Additional [Pledged Stock] or [Partnership Interest] or
[Membership Interest] pledged hereby is as follows which [Pledged Stock] or
[Partnership Interest] or [Membership Interest] shall be deemed part of
Schedule 1 thereto:
DESCRIPTION OF PLEDGED STOCK
----------------------------
Class of Stock No. of
Issuer Stock Certificate No. Shares
------ -------- --------------- ------
New Issuer
DESCRIPTION OF PARTNERSHIP INTEREST
-----------------------------------
Partnership Partnership Interest
-------------- ------------------------
New Partnership
DESCRIPTION OF MEMBERSHIP INTEREST
----------------------------------
LLC No. of
Issuer Certificate No. Shares
------ -------------- -------
New Company
5. The Pledgor hereby agrees to deliver to the Agent such
certificates and other documents and take such other action as shall be
reasonably requested by the Agent in order to effectuate the terms hereof and
the Pledge Agreement.
6. The address for notices for the [New Issuer] or [New
Partnership] or [New Company] is as follows:
------------------------------
------------------------------
Attention:
--------------------
Telephone No.:
----------------
Telecopy No.:
-----------------
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone No.:
---------------------
Telecopy No.:
----------------------
IN WITNESS WHEREOF, the Pledgor has caused this Supplement to be
duly executed under seal and delivered as of the date first above written.
INSIGNIA PROPERTIES, L.P.
By Its General Partner
Insignia Properties Trust
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
EXHIBIT A
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Authorization Statement
------------------------
, 199
--------------- --
To: [Company or Partnership]
You are hereby instructed to register the pledge of the following
uncertificated security:
All [membership] or [partnership] and other ownership interests of
the undersigned in the [Company or Partnership] in favor of:
First Union National Bank,
as Administrative Agent
One Insignia Financial Xxxxx
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Portfolio Management and
Relationship Manager
Very truly yours,
INSIGNIA PROPERTIES, L.P.
By Its General Partner
Insignia Properties Trust
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
EXHIBIT B
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Transaction Statement
---------------------
, 199
-------------- --
To: [Pledgor]
and
First Union National Bank,
as Administrative Agent
One Insignia Financial Xxxxx
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Portfolio Management and
Relationship Manager
This statement is to advise you that a pledge of the following
uncertificated securities has been registered in the name of First Union
National Bank, as Administrative Agent:
1. Uncertificated Security: All [membership] or [partnership] and
other ownership interests of [Pledgor] in the undersigned.
2. Registered Owner:
[Pledgor]
Taxpayer Identification Number:
----------------
3. Registered Pledgee:
First Union National Bank,
as Administrative Agent
One Insignia Financial Xxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Portfolio Management and
Relationship Manager
Taxpayer Identification Number:
-----------------
4. There are no liens, restrictions or other encumbrances on the
interests of [Pledgor] in the undersigned, other than Permitted
Liens (as defined in the Pledge and Security Agreement by
[Pledgor] to First Union National Bank as Administrative Agent
for the ratable benefit of itself, Xxxxxx Commercial Paper Inc.
as Syndication Agent and the Lenders referenced therein), and no
adverse claims to which the uncertificated security is or may be
subject are known to the undersigned.
5. The pledge was registered on __________ __, 199__.
THIS STATEMENT IS MERELY A RECORD OF THE RIGHTS OF THE ADDRESSEES
AS OF THE TIME OF ITS ISSUANCE. DELIVERY OF THIS STATEMENT, OF ITSELF, CONFERS
NO RIGHTS ON THE RECIPIENT. THIS STATEMENT IS NEITHER A NEGOTIABLE INSTRUMENT
NOR A SECURITY.
Very truly yours,
[Company or Partnership]
By:
-------------------------------
Name:
-------------------------
Title:
------------------------
By:
-------------------------------
Name:
-------------------------
Title:
------------------------
SUMMARY AND LOCATION OF DOCUMENT
Document #: 282794.1
Description: FUNB/Insignia - Pledge Agreement
Author: JDL
Document Type: AGT
Client: 13568
Matter: 007
Directory: F:\DATA\USR\JDL\CLI
Date: May 5, 1998
Revised by:
