PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT ("Pledge Agreement"), dated June 8,
2001, is by Huntco Nevada, Inc., a Nevada corporation ("Pledgor"), with its
chief executive office at 0000 Xxxx Xxxxxxxx, Xxxxx Xxx Xxxxx, Xxxxxx 00000 to
and in favor of Congress Financial Corporation (Central), an Illinois
corporation ("Pledgee"), having an office at 000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, Pledgor is now the direct and beneficial owner of all of the
issued and outstanding shares of capital stock of Huntco Steel, Inc., a
Delaware corporation, and Midwest Products, Inc., a Missouri corporation (each
individually an "Issuer" and collectively, the "Issuers") as described on
Exhibit A hereto and made a part hereof (the "Pledged Securities);
WHEREAS, Pledgee and Issuers have entered into financing arrangements
pursuant to which Pledgee may make loans and advances and provide other
financial accommodations to Issuers as set forth in the Loan and Security
Agreement, dated April 15, 1999, by and between Pledgee, Issuers, Pledgor and
certain affiliates of Pledgor (as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced, the
"Loan Agreement") and other agreements, documents and instruments referred to
therein or at any time executed and/or delivered in connection therewith or
related thereto, including, but not limited to, the Guarantee (as defined
below) and this Pledge Agreement (all of the foregoing, together with the Loan
Agreement, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, being collectively
referred to herein as the "Financing Agreements");
WHEREAS, Pledgor has absolutely and unconditionally guaranteed the
payment and performance of all now existing and hereafter arising obligations,
liabilities and indebtedness of Issuers to Pledgee as set forth in the two
separate Guarantees, each dated April 15, 1999, by Pledgor and certain of its
affiliates in favor of Pledgee (as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced,
collectively, the "Guarantee");
WHEREAS, Pledgee, Issuers and certain affiliates of Issuers are entering
into Amendment No. 1 to Loan and Security Agreement, dated even date herewith
("Amendment No. 1"), pursuant to which Pledgee has agreed, among other things,
to permit Huntco Steel, Inc. to sell certain of its assets;
WHEREAS, it is a condition to the effectiveness of Amendment No. 1 that
Pledgor execute and deliver this Pledge Agreement in favor of Pledgee;
WHEREAS, in order to induce Pledgee to enter into Amendment No. 1,
Pledgor has agreed to secure the payment and performance of the Obligations
(as hereinafter defined) to Pledgee and to accomplish same by (i) executing
and delivering to Pledgee this Pledge Agreement, (ii) delivering to Pledgee
the Pledged Securities which are registered in the name of Pledgor, together
with appropriate powers duly executed in blank by Pledgor, and (iii)
delivering to Pledgee any and all other documents which Pledgee deems
necessary to protect Pledgee's interests hereunder;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Pledgor hereby agrees as follows:
1. GRANT OF SECURITY INTEREST
As collateral security for the prompt performance, observance and
indefeasible payment in full of all of the Obligations (as hereinafter
defined), Pledgor hereby assigns, pledges, hypothecates, transfers and sets
over to Pledgee and grants to Pledgee a security interest in and lien upon (a)
the Pledged Securities, together with all cash dividends, stock dividends,
interests, profits, redemptions, warrants, subscription rights, stock,
securities options, substitutions, exchanges and other distributions now or
hereafter distributed by any Issuer or which may hereafter be delivered to the
possession of Pledgor or Pledgee with respect thereto, (b) Pledgor's records
with respect to the foregoing, and (c) the proceeds of all of the foregoing
(all of the foregoing being collectively referred to herein as the "Pledged
Property").
2. OBLIGATIONS SECURED
The security interest, lien and other interests granted to Pledgee
pursuant to this Pledge Agreement shall secure the prompt performance and
payment in full of any and all obligations, liabilities and indebtedness of
every kind, nature and description owing by Pledgor to Pledgee and/or its
affiliates, including principal, interest, charges, fees, costs and expenses,
however evidenced, whether as principal, surety, endorser, guarantor or
otherwise, whether arising under the Guarantee, this Pledge Agreement, the
Loan Agreement, the other Financing Agreements or otherwise, whether now
existing or hereafter arising, whether arising before, during or after the
initial or any renewal term of the Loan Agreement or after the commencement of
any case with respect to Pledgor under the United States Bankruptcy Code or
any similar statute (including, without limitation, the payment of interest
and other amounts which would accrue and become due but for the commencement
of such case), whether direct or indirect, absolute or contingent, joint or
several, due or not due, primary or secondary, liquidated or unliquidated,
secured or unsecured, and however acquired by Pledgee (all of the foregoing
being collectively referred to herein as the "Obligations").
3. REPRESENTATIONS, WARRANTIES AND COVENANTS
Pledgor hereby represents, warrants and covenants with and to Pledgee
the following (all of such representations, warranties and covenants being
continuing so long as any of the Obligations are outstanding):
(a) The Pledged Securities are duly authorized, validly issued, fully
paid and non-assessable capital stock of each Issuer and constitute Pledgor's
entire interest in each Issuer and are not registered, nor has Pledgor
authorized the registration thereof, in the name of any person or entity other
than Pledgor or Pledgee.
(b) The Pledged Property is directly, legally and beneficially owned by
Pledgor, free and clear of all claims, liens, pledges and encumbrances of any
kind, nature or description, except for the pledge and security interest in
favor of Pledgee, the pledge and security interest in favor of Enron North
America Corp. ("Enron") and the other pledges and security interests permitted
under the Loan Agreement.
(c) The Pledged Property is not subject to any restrictions relative to
the transfer thereof and Pledgor has the right to transfer and hypothecate the
Pledged Property free and clear of any liens, encumbrances or restrictions
(except for the pledge and security interest in favor of Enron).
(d) The Pledged Property is duly and validly pledged to Pledgee and no
consent or approval of any governmental or regulatory authority or of any
securities exchange or the like, nor any consent or approval of any other
third party, was or is necessary to the validity and enforceability of this
Pledge Agreement.
(e) Pledgor authorizes Pledgee to: (i) store, deposit and safeguard the
Pledged Property, (ii) perform any and all other acts which Pledgee in good
xxxxx xxxxx reasonable and/or necessary for the protection and preservation of
the Pledged Property or its value or Pledgee's security interest therein,
including, without limitation, transferring, registering or arranging for the
transfer or registration of the Pledged Property to or in Pledgee's own name
and receiving the income therefrom as additional security for the Obligations
and (iii) pay any charges or expenses which Pledgee deems necessary for the
foregoing purpose, but without any obligation to do so. Any obligation of
Pledgee for reasonable care for the Pledged Property in Pledgee's possession
shall be limited to the same degree of care which Pledgee uses for similar
property pledged to Pledgee by other persons.
(f) If Pledgor shall become entitled to receive or acquire, or shall
receive any stock certificate, or option or right with respect to the stock of
any Issuer (including without limitation, any certificate representing a
dividend or a distribution or exchange of or in connection with
reclassification of the Pledged Securities) whether as an addition to, in
substitution of, or in exchange for any of the Pledged Property or otherwise,
Pledgor agrees to accept same as Pledgee's agent, to hold same in trust for
Pledgee and to deliver same forthwith to Pledgee or Pledgee's agent or bailee
in the form received, with the endorsement(s) of Pledgor where necessary
and/or appropriate powers and/or assignments duly executed to be held by
Pledgee or Pledgee's agent or bailee subject to the terms hereof, as further
security for the Obligations.
(g) Pledgor shall not, without the prior consent of Pledgee, directly
or indirectly, sell, assign, transfer, or otherwise dispose of, or grant any
option with respect to the Pledged Property, nor shall Pledgor create, incur
or permit any further pledge, hypothecation, encumbrance, lien, mortgage or
security interest with respect to the Pledged Property.
(h) So long as no Event of Default (as hereinafter defined) has
occurred and is continuing, Pledgor shall have the right to vote and exercise
all corporate rights with respect to the Pledged Securities, except as
expressly prohibited herein, and to receive any cash dividends payable in
respect of the Pledged Securities.
(i) Pledgor shall not permit any Issuer, directly or indirectly, to
issue, sell, grant, assign, transfer or otherwise dispose of, any additional
shares of capital stock of any Issuer or any option or warrant with respect
to, or other right or security convertible into, any additional shares of
capital stock of any Issuer, now or hereafter authorized, unless all such
additional shares, options, warrants, rights or other such securities are made
and shall remain part of the Pledged Property subject to the pledge and
security interest granted herein.
(j) Pledgor shall pay all charges and assessments of any nature against
the Pledged Property or with respect thereto prior to said charges and/or
assessments being delinquent.
(k) Pledgor shall promptly reimburse Pledgee on demand, together with
interest at the rate then applicable to the indebtedness of Issuers to Pledgee
set forth in the Loan Agreement, for any charges, assessments or expenses paid
or incurred by Pledgee in its discretion for the protection, preservation and
maintenance of the Pledged Property and the enforcement of Pledgee's rights
hereunder, including, without limitation, attorneys' fees and legal expenses
incurred by Pledgee in seeking to protect, collect or enforce its rights in
the Pledged Property or otherwise hereunder.
(l) Pledgor shall furnish, or cause to be furnished, to Pledgee such
information concerning Issuers and the Pledged Property as Pledgee may from
time to time reasonably request in good faith, including, without limitation,
current financial statements.
(m) Pledgee may notify Issuers or the appropriate transfer agent of the
Pledged Securities to register the security interest and pledge granted herein
and honor the rights of Pledgee with respect thereto.
(n) Pledgor waives: (i) all rights to require Pledgee to proceed
against any other person, entity or collateral or to exercise any remedy, (ii)
the defense of the statute of limitations in any action upon any of the
Obligations, (iii) any right of subrogation or interest in the Obligations or
Pledged Property until all Obligations have been paid in full, (iv) any rights
to notice of any kind or nature whatsoever, unless specifically required in
this Pledge Agreement or non-waivable under any applicable law, and (v) to the
extent permissible, its rights under Section 9-112 and 9-207 of the Uniform
Commercial Code. Pledgor agrees that the Pledged Property, other collateral,
or any other guarantor or endorser may be released, substituted or added with
respect to the Obligations, in whole or in part, without releasing or
otherwise affecting the liability of Pledgor, the pledge and security
interests granted hereunder, or this Pledge Agreement. Pledgee is entitled to
all of the benefits of a secured party set forth in Section 9-207 of the
New York Uniform Commercial Code.
4. EVENTS OF DEFAULT
All Obligations shall become immediately due and payable, without notice
or demand, at the option of Pledgee, upon the occurrence of any Event of
Default, as such term is defined in the Loan Agreement (each an "Event of
Default" hereunder).
5. RIGHTS AND REMEDIES
At any time an Event of Default exists or has occurred and is
continuing, in addition to all other rights and remedies of Pledgee, whether
provided under this Pledge Agreement, the Loan Agreement, the other Financing
Agreements, applicable law or otherwise, Pledgee shall have the following
rights and remedies which may be exercised without notice to, or consent by,
Pledgor except as such notice or consent is expressly provided for hereunder:
(a) Pledgee, at its option, shall be empowered to exercise its
continuing right to instruct the Issuers (or the appropriate transfer agent of
the Pledged Securities) to register any or all of the Pledged Securities in
the name of Pledgee or in the name of Pledgee's nominee and Pledgee may
complete, in any manner Pledgee may deem expedient, any and all stock powers,
assignments or other documents heretofore or hereafter executed in blank by
Pledgor and delivered to Pledgee. After said instruction, and without
further notice, Pledgee shall have the exclusive right to exercise all voting
and corporate rights with respect to the Pledged Securities and other Pledged
Property, and exercise any and all rights of conversion, redemption, exchange,
subscription or any other rights, privileges, or options pertaining to any
shares of the Pledged Securities or other Pledged Property as if Pledgee were
the absolute owner thereof, including, without limitation, the right to
exchange, in its discretion, any and all of the Pledged Securities and other
Pledged Property upon any merger, consolidation, reorganization,
recapitalization or other readjustment with respect thereto. Upon the
exercise of any such rights, privileges or options by Pledgee, Pledgee shall
have the right to deposit and deliver any and all of the Pledged Securities
and other Pledged Property to any committee, depository, transfer agent,
registrar or other designated agency upon such terms and conditions as Pledgee
may determine, all without liability, except to account for property actually
received by Pledgee. However, Pledgee shall have no duty to exercise any of
the aforesaid rights, privileges or options (all of which are exercisable in
the sole discretion of Pledgee) and shall not be responsible for any failure
to do so or delay in doing so.
(b) In addition to all the rights and remedies of a secured party under
the Uniform Commercial Code or other applicable law, Pledgee shall have the
right, at any time and without demand of performance or other demand,
advertisement or notice of any kind (except the notice specified below of time
and place of public or private sale) to or upon Pledgor or any other person
(all and each of which demands, advertisements and/or notices are hereby
expressly waived to the extent permitted by applicable law), to proceed
forthwith to collect, redeem, recover, receive, appropriate, realize, sell, or
otherwise dispose of and deliver said Pledged Property or any part thereof in
one or more lots at public or private sale or sales at any exchange, broker's
board or at any of Pledgee's offices or elsewhere at such prices and on such
terms as Pledgee may deem best. The foregoing disposition(s) may be for cash
or on credit or for future delivery without assumption of any credit risk,
with Pledgee having the right to purchase all or any part of said Pledged
Property so sold at any such sale or sales, public or private, free of any
right or equity of redemption in Pledgor, which right or equity is hereby
expressly waived or released by Pledgor. The proceeds of any such collection,
redemption, recovery, receipt, appropriation, realization, sale or other
disposition, after deducting all costs and expenses of every kind incurred
relative thereto or incidental to the care, safekeeping or otherwise of any
and all Pledged Property or in any way relating to the rights of Pledgee
hereunder, including attorneys' fees and legal expenses, shall be applied
first to the satisfaction of the Obligations (in such order as Pledgee may
elect and whether or not due) and then to the payment of any other amounts
required by applicable law, including Section 9-504(1)(c) of the Uniform
Commercial Code, with Pledgor to be and remain liable for any deficiency.
Pledgor shall be liable to Pledgee for the payment on demand of all such costs
and expenses, together with interest at the then applicable rate set forth in
the Loan Agreement, and any attorneys' fees and legal expenses. Pledgor
agrees that five (5) days prior written notice by Pledgee designating the
place and time of any public sale or of the time after which any private sale
or other intended disposition of any or all of the Pledged Property is to be
made, is reasonable notification of such matters.
(c) Pledgor recognizes that Pledgee may be unable to effect a public
sale of all or part of the Pledged Property by reason of certain prohibitions
contained in the Securities Act of 1933, as amended, as now or hereafter in
effect or in applicable Blue Sky or other state securities law, as now or
hereafter in effect, but may be compelled to resort to one or more private
sales to a restricted group of purchasers who will be obliged to agree, among
other things, to acquire such Pledged Property for their own account for
investment and not with a view to the distribution or resale thereof. If at
the time of any sale of the Pledged Property or any part thereof, the same
shall not, for any reason whatsoever, be effectively registered (if required)
under the Securities Act of 1933 (or other applicable state securities law),
as then in effect, Pledgee in its sole and absolute discretion is authorized
to sell such Pledged Property or such part thereof by private sale in such
manner and under such circumstances as Pledgee or its counsel may deem
necessary or advisable in order that such sale may legally be effected without
registration. Pledgor agrees that private sales so made may be at prices and
other terms less favorable to the seller than if such Pledged Property were
sold at public sale, and that Pledgee has no obligation to delay the sale of
any such Pledged Property for the period of time necessary to permit any
Issuer, even if any Issuer would agree, to register such Pledged Property for
public sale under such applicable securities laws. Pledgor agrees that any
private sales made under the foregoing circumstances shall be deemed to have
been in a commercially reasonable manner.
(d) All of the Pledgee's rights and remedies, including, but not
limited to, the foregoing and those otherwise arising under this Pledge
Agreement, the Loan Agreement and the other Financing Agreements, the
instruments comprising the Pledged Property, applicable law or otherwise,
shall be cumulative and not exclusive and shall be enforceable alternatively,
successively or concurrently as Pledgee may deem expedient. No failure or
delay on the part of Pledgee in exercising any of its options, powers or
rights or partial or single exercise thereof, shall constitute a waiver of
such option, power or right.
6. JURY TRIAL WAIVER; OTHER WAIVERS
AND CONSENTS; GOVERNING LAW
(a) The validity, interpretation and enforcement of this Pledge
Agreement and the other Financing Agreements and any dispute arising out of
the relationship between the parties hereto, whether in contract, tort, equity
or otherwise, shall be governed by the internal laws of the State of Illinois
(without giving effect to principles of conflicts of law).
(b) Pledgor irrevocably consents and submits to the non-exclusive
jurisdiction of Circuit Court of Xxxx County, Illinois and the United States
District Court for the Northern District of Illinois and waives any objection
based on venue or forum non conveniens with respect to any action instituted
therein arising under this Pledge Agreement or any of the other Financing
Agreements or in any way connected with or related or incidental to the
dealings of the parties hereto in respect of this Pledge Agreement or any of
the other Financing Agreements or the transactions related hereto or thereto,
in each case whether now existing or hereafter arising, and whether in
contract, tort, equity or otherwise, and agrees that any dispute with respect
to any such matters shall be heard only in the courts described above (except
that Pledgee shall have the right to bring any action or proceeding against
Pledgor or its property in the courts of any other jurisdiction which Pledgee
deems necessary or appropriate in order to realize on the Pledged Property or
to otherwise enforce its rights against Pledgor or its property).
(c) Pledgor hereby waives personal service of any and all process upon
it and consents that all such service of process may be made by certified mail
(return receipt requested) directed to its address set forth herein and
service so made shall be deemed to be completed five (5) days after the same
shall have been so deposited in the U.S. mails, or, at Pledgee's option, by
service upon Pledgor in any other manner provided under the rules of any such
courts. Within thirty (30) days after such service, Pledgor shall appear in
answer to such process, failing which Pledgor shall be deemed in default and
judgment may be entered by Pledgee against Pledgor for the amount of the claim
and other relief requested.
(d) PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS PLEDGE AGREEMENT OR
ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF PLEDGOR AND PLEDGEE IN RESPECT OF
THIS PLEDGE AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE
TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.
PLEDGOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT
PLEDGOR OR PLEDGEE MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS PLEDGE
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(e) Pledgee shall not have any liability to Pledgor (whether in tort,
contract, equity or otherwise) for losses suffered by Pledgor in connection
with, arising out of, or in any way related to the transactions or
relationships contemplated by this Pledge Agreement, or any act, omission or
event occurring in connection herewith, unless it is determined by a final and
non-appealable judgment or court order binding on Pledgee, that the losses
were the result of acts or omissions constituting gross negligence or willful
misconduct. In any such litigation, Pledgee shall be entitled to the benefit
of the rebuttable presumption that it acted in good faith and with the
exercise of ordinary care in the performance by it of the terms of this Pledge
Agreement.
7. MISCELLANEOUS
(a) Pledgor agrees that at any time and from time to time upon the
written request of Pledgee, Pledgor shall execute and deliver such further
documents, including, but not limited to, irrevocable proxies or stock powers,
in form satisfactory to counsel for Pledgee, and will take or cause to be
taken such further acts as Pledgee may request in order to effect the purposes
of this Pledge Agreement and perfect or continue the perfection of the
security interest in the Pledged Property granted to Pledgee hereunder.
(b) Beyond the exercise of reasonable care to assure the safe custody
of the Pledged Property (whether such custody is exercised by Pledgee, or
Pledgee's nominee, agent or bailee) Pledgee or Pledgee's nominee agent or
bailee shall have no duty or liability to protect or preserve any rights
pertaining thereto and shall be relieved of all responsibility for the Pledged
Property upon surrendering it to Pledgor or foreclosure with respect thereto.
(c) All notices, requests and demands to or upon the respective parties
hereto shall be in writing and shall be deemed to have been duly given or
made: if delivered in person, immediately upon delivery; if by telex,
telegram or facsimile transmission, immediately upon sending and upon
confirmation of receipt; if by nationally recognized overnight courier service
with instructions to deliver the next business day, one (1) business day after
sending; and if by registered or certified mail, return receipt requested,
five (5) days after mailing. All notices, requests and demands upon the
parties are to be given to the following addresses (or to such other address
as any party may designate by notice in accordance with this Section):
If to Pledgor:
Huntco Nevada, Inc.
0000 Xxxx Xxxxxxxx
Xxxxx Xxx Xxxxx, Xxxxxx 00000
Attention: President
with a copy to:
Huntco Inc.
00000 Xxxxx Xxxxx Xxxxx Xxxxx
Xxxxx 000X
Xxxx xxx Xxxxxx, Xxxxxxxx 00000
Attention: Chief Financial Officer
If to Pledgee:
Congress Financial Corporation (Central)
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxx
(d) All references to the plural herein shall also mean the singular
and to the singular shall also mean the plural. All references to Pledgor,
Pledgee and Issuers pursuant to the definitions set forth in the recitals
hereto, or to any other person herein, shall include their respective
successors and assigns. The words "hereof," "herein," "hereunder," "this
Pledge Agreement" and words of similar import when used in this Pledge
Agreement shall refer to this Pledge Agreement as a whole and not any
particular provision of this Pledge Agreement and as this Pledge Agreement now
exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced. An Event of Default shall exist or continue or be
continuing until such Event of Default is waived in accordance with Section
7(g) hereof. All references to the term "Person" or "Persons" herein shall
mean any individual, sole proprietorship, partnership, corporation (including,
without limitation, any corporation which elects subchapter S status under the
Internal Revenue Code of 1986, as amended), limited liability corporation,
limited liability participation, business trust, unincorporated association,
joint stock company, trust, joint venture or other entity or any government or
any agency, instrumentality or political subdivision thereof.
(e) This Pledge Agreement, the other Financing Agreements and any other
document referred to herein or therein shall be binding upon Pledgor and its
successors and assigns and inure to the benefit of and be enforceable by
Pledgee and its successors and assigns.
(f) If any provision of this Pledge Agreement is held to be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate this
Pledge Agreement as a whole, but this Pledge Agreement shall be construed as
though it did not contain the particular provision held to be invalid or
unenforceable and the rights and obligations of the parties shall be construed
and enforced only to such extent as shall be permitted by applicable law.
(g) Neither this Pledge Agreement nor any provision hereof shall be
amended, modified, waived or discharged orally or by course of conduct, but
only by a written agreement signed by an authorized officer of Pledgee.
Pledgee shall not, by any act, delay, omission or otherwise be deemed to have
expressly or impliedly waived any of its rights, powers and/or remedies unless
such waiver shall be in writing and signed by an authorized officer of
Pledgee. Any such waiver shall be enforceable only to the extent specifically
set forth therein. A waiver by Pledgee of any right, power and/or remedy on
any one occasion shall not be construed as a bar to or waiver of any such
right, power and/or remedy which Pledgee would otherwise have on any future
occasion, whether similar in kind or otherwise.
(h) This Pledge Agreement shall be a continuing agreement and shall
remain in full force and effect so long as any of the Obligations remain
outstanding. Except as otherwise provided in Section 7(i) below, upon payment
and satisfaction in full in immediately available funds of all of the
Obligations, the payment of cash collateral in accordance with Section 12.1(d)
of the Loan Agreement (or delivery of a letter of credit in accordance with
the terms thereof), and the termination of the Loan Agreement in accordance
with the terms thereof, Pledgee shall, upon the receipt by Pledgee of written
confirmation from Noteholder Agent and Revolving Loan Lender of the foregoing,
the written request of Pledgor and at the expense of Pledgor, forthwith
release its security interests and liens granted hereunder and shall deliver
any original stock certificates then in the possession of Pledgee to Pledgor,
except to the extent Pledgee has exercised its rights with respect thereto or
such stock is sold or otherwise disposed of and except as may otherwise
required under applicable law or order of any court or other governmental
authority.
(i) If after receipt of any payment of, or proceeds of Collateral or
any other assets applied to the payment of, any of the Obligations, Pledgee
and Lenders are required to surrender or return such payment or proceeds to
any Person for any reason, then the Obligations intended to be satisfied by
such payment or proceeds shall be reinstated and continue and this Agreement
and the security interests and liens granted hereunder shall continue in full
force and effect as if such payment or proceeds had not been received by
Pledgee or Lenders and Pledgor shall promptly execute and deliver to Pledgee
and Lenders such agreements and documents as Pledgee and Lenders may require
as a result thereof. This Section 7(i) shall remain effective notwithstanding
any contrary action which may be taken by Pledgee or Lenders in reliance upon
such payment or proceeds.
IN WITNESS WHEREOF, Pledgor has executed this Pledge Agreement as of the
day and year first above written.
HUNTCO NEVADA, INC.
By: ___________________
Title: __________________
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EXHIBIT A
TO
PLEDGE AND SECURITY AGREEMENT
Issuer Certificate No. Shares
Huntco Steel, Inc. A1 10,000
Midwest Products, Inc. 9 1,000
