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EXHIBIT 4.7
COMPANY PLEDGE AGREEMENT
This PLEDGE AGREEMENT (this "AGREEMENT"), dated as of June 20, 1995,
made by ENVIRODYNE INDUSTRIES, INC., a Delaware corporation (the "PLEDGOR"),
to BT COMMERCIAL CORPORATION, a Delaware corporation ("BTCC"), in its capacity
as collateral agent (in such capacity, the "COLLATERAL AGENT") pursuant to
that certain Intercreditor and Collateral Agency Agreement of even date
herewith (as amended, restated, supplemented or otherwise modified from time to
time, the "COLLATERAL AGENCY AGREEMENT") among the Collateral Agent and
certain "SECURED PARTIES" (as defined in the Collateral Agency Agreement) and
acknowledged and consented to by the Pledgor.
W I T N E S S E T H:
WHEREAS, pursuant to the "FINANCING AGREEMENTS" (as defined in the
Collateral Agency Agreement), the Pledgor is about to incur the "SECURED
INDEBTEDNESS" (as defined in the Collateral Agency Agreement); and
WHEREAS, pursuant to that certain Company Security Agreement of even
date herewith (the "COMPANY SECURITY AGREEMENT"), the Pledgor has granted to
the Collateral Agent on behalf and for the benefit of the Secured Parties a
lien upon and security interest in substantially all of its property and
assets, including, without limitation, the Pledged Collateral (defined below),
to secure the prompt and complete payment, performance and observance of the
"SECURED INDEBTEDNESS" (as defined in the Collateral Agency Agreement); and
WHEREAS, the Pledgor is the legal and beneficial owner of the shares of
capital stock described in SCHEDULE I hereto (the "PLEDGED SHARES") and issued
by the issuers named therein;
WHEREAS, it is a condition precedent to the making of the extensions of
credit and other financial accommodations contemplated by the respective
Financing Agreements that the Pledgor shall have entered into this Agreement;
NOW, THEREFORE, in consideration of the premises and in order to induce
the Secured Parties and the holders of the Secured Indebtedness from time to
time to make the extensions of credit and other financial accommodations
contemplated by the respective Financing Agreements, the Pledgor hereby agrees
with the Collateral Agent on behalf of and for the benefit of the Secured
Parties as follows:
Section 1. PLEDGE. The Pledgor hereby pledges to the Collateral Agent
on behalf and for the benefit of the Secured Parties, and grants to the
Collateral Agent on behalf and for the benefit of the Secured Parties a lien
upon and security interest
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in, all of the following property and interests in property (the "PLEDGED
COLLATERAL"):
(i) all of the Pledged Shares;
(ii) all additional shares of stock or other securities of any issuer of
the Pledged Shares from time to time acquired by the Pledgor in any
manner and all shares of stock or other securities of any Person
who, after the date of this Agreement, becomes, as a result of any
occurrence, a Subsidiary (as defined in the Collateral Agency
Agreement) of the Pledgor (any such shares being "ADDITIONAL
SHARES");
(iii) the certificates representing the shares referred to in clauses (i)
and (ii) above; and
(iv) all dividends, cash, instruments and other property or proceeds,
from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the foregoing.
Section 2. SECURITY FOR INDEBTEDNESS. This Agreement secures and the
Pledged Collateral is security for the prompt and complete payment (whether at
stated maturity, by acceleration or otherwise) of, and the performance and
observance of, the "SECURED INDEBTEDNESS" (as defined in the Collateral Agency
Agreement).
Section 3. DELIVERY OF PLEDGED COLLATERAL. All certificates or
instruments representing or evidencing the Pledged Collateral shall be
delivered to and held by or on behalf of the Collateral 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 Collateral Agent. The Collateral Agent shall
have the right, at any time in its discretion and without notice to the
Pledgor, to transfer to or to register in its name or in the name of any of its
nominees any or all of the Pledged Collateral. In addition, the Collateral
Agent shall have the right at any time to exchange certificates or instruments
representing or evidencing any of the Pledged Collateral for certificates or
instruments of smaller or larger denominations.
Section 4. REPRESENTATIONS AND WARRANTIES. The Pledgor makes the
following representations:
(a) The Pledged Shares (i) have been duly authorized and validly
issued; (ii) are fully paid and non-assessable; and (iii) constitute 100% of
the issued and outstanding shares of stock of the issuers named in SCHEDULE I
hereto.
(b) The Pledgor is the legal and beneficial owner of the Pledged
Collateral free and clear of any mortgage, pledge, lien, charge, security
interest, conditional sale or other title retention agreement or other
encumbrance of any kind or
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description, including, without limitation, any agreement to give or xxxxx x
Xxxx ("LIEN"), except for the Lien created by this Agreement.
(c) Assuming continuous possession of the Pledged Shares by the
Collateral Agent, the pledge of the Pledged Shares pursuant to this Agreement
creates a valid and perfected first priority security interest in the Pledged
Collateral, securing the payment of all of the Secured Indebtedness.
(d) No consent, authorization, approval, or other action by, and no
notice to or filing with, any governmental authority is required either (i) for
the pledge by the Pledgor of the Pledged Collateral pursuant to this Agreement
or for the due execution, delivery or performance of this Agreement by the
Pledgor, or (ii) for the exercise by the Collateral Agent of the voting or
other rights provided for in this Agreement or of the remedies in respect of
the Pledged Collateral pursuant to this Agreement, except as may be required in
connection with the disposition of the Pledged Collateral by laws affecting the
offering and sale of securities generally.
(e) The issuers named in SCHEDULE I are the only direct Subsidiaries
of the Pledgor.
Section 5. FURTHER ASSURANCES, ETC. (a) The Pledgor agrees that at
any time and from time to time, at the cost and expense of the Pledgor, the
Pledgor will promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or desirable, or
that the Collateral Agent may request, in order to perfect and protect the Lien
granted or purported to be granted hereby or to enable the Collateral Agent to
exercise and enforce its rights and remedies hereunder with respect to any
Pledged Collateral.
(b) The Pledgor agrees to defend the title to the Pledged Collateral
and the Lien thereon of the Collateral Agent against the claim of any other
Person and to maintain and preserve such Lien until indefeasible payment in
full of all of the Secured Indebtedness.
Section 6. VOTING RIGHTS; DIVIDENDS; ETC.
(a) As long as no Event of Default shall have occurred and be
continuing (and, in the case of subsection (a)(i) of this Section 6, as long
as no notice thereof shall have been given by the Collateral Agent to the
Pledgor):
(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 inconsistent with
the terms of this Agreement or any other Financing Agreement;
provided, however, that the Pledgor shall not exercise or shall
refrain from exercising any such right if such action could reasonably
be expected to have a material
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adverse effect on the value of the Pledged Collateral
consisting of the capital stock of any Subsidiary of Pledgor.
(ii) The Pledgor shall be entitled to receive and retain any
and all dividends paid in respect of the Pledged Collateral, other
than any and all:
(A) dividends 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) 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
capital, capital surplus or paid-in-surplus; and
(C) cash paid, payable or otherwise distributed in
redemption of, or in exchange for, any Pledged
Collateral,
all of which shall be forthwith delivered to the Collateral Agent to
hold as Pledged Collateral and shall, if received by the Pledgor, be
received in trust for the benefit of the Collateral Agent, be
segregated from the other property or funds of the Pledgor, and be
forthwith delivered to the Collateral Agent as Pledged Collateral in
the same form as so received (with any necessary endorsement).
(iii) The Collateral 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 paragraph (i)
above and to receive the dividends which it is authorized to receive
and retain pursuant to paragraph (ii) above.
(b) Upon the occurrence and during the continuance of an Event of
Default (and, in the case of subsection (a)(i) of this Section 6, upon notice
thereof given by the Collateral Agent to the Pledgor):
(i) Upon notice by the Collateral Agent to the Pledgor,
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) above shall cease, and all such rights
shall thereupon become vested in the Collateral Agent who shall
thereupon have the sole right to exercise such voting and other
consensual rights;
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(ii) All rights of the Pledgor to receive the
dividends which it would otherwise be authorized to receive and
retain pursuant to Section 6(a)(ii) above shall cease, and all such
rights shall thereupon become vested in the Collateral Agent who shall
thereupon have the sole right to receive and hold as Pledged
Collateral such dividends;
(iii) All dividends which are received by the Pledgor
contrary to the provisions of paragraph (ii) of this Section 6(b)
shall be received in trust for the benefit of the Collateral Agent,
shall be segregated from other funds of the Pledgor and shall be
forthwith paid over to the Collateral Agent as Pledged Collateral in
the same form as so received (with any necessary endorsement); and
(iv) The Pledgor shall, if necessary to permit the
Collateral Agent to exercise the voting and other rights which it may
be entitled to exercise pursuant to Section 6(b)(i) above and to
receive all dividends and distributions which it may be entitled to
receive under Section 6(b)(ii) above, execute and deliver to the
Collateral Agent, from time to time and upon written notice of the
Collateral Agent, appropriate proxies, dividend payment orders and
other instruments as the Collateral Agent may reasonably request. The
foregoing shall not in any way limit the Collateral Agent's power and
authority granted pursuant to Section 8 hereof.
Section 7. TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES. (a) The
Pledgor agrees that it will not (i) sell or otherwise dispose of, or grant any
option or warrant with respect to, any of the Pledged Collateral, or (ii)
create or permit to exist any Lien upon or with respect to any of the Pledged
Collateral, except for the Lien created pursuant to this Agreement and
Permitted Liens.
(b) The Pledgor agrees that it will (i) cause each issuer of the
Pledged Shares not to issue any shares of stock or other securities in addition
to or in substitution for the Pledged Shares, except, with the written consent
of the Collateral Agent, to the Pledgor, (ii) pledge hereunder, immediately
upon its acquisition (directly or indirectly) thereof, any and all Additional
Shares, and (iii) promptly (and in any event within three Business Days)
deliver to the Collateral Agent a Pledge Amendment, duly executed by the
Pledgor, in substantially the form of SCHEDULE II hereto (a "PLEDGE
AMENDMENT"), in respect of the Additional Shares, together with all
certificates or instruments representing or evidencing the same. The Pledgor
hereby (i) authorizes the Collateral Agent to attach each Pledge Amendment to
this Pledge Agreement, (ii) agrees that all Additional Shares listed on any
Pledge Amendment delivered to the Collateral Agent shall for all purposes
hereunder constitute Pledged Shares, and (iii) is deemed to have made, upon
such delivery, the representations and warranties contained in Section 4 hereof
with respect to such Pledged Collateral.
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Section 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT AND PROXY. The
Pledgor hereby irrevocably constitutes and appoints the Collateral Agent and
any officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact and proxy with full irrevocable power and authority in
the place and stead of the Pledgor and in the name of the Pledgor or in its own
name, from time to time in the Collateral Agent's discretion upon the
occurrence and during the continuance of any Event of Default, for the purpose
of carrying out the terms of this Agreement, to take any and all appropriate
action and to execute and deliver any and all documents and instruments which
the Collateral Agent may deem necessary or advisable to accomplish the purposes
of this Agreement, including, without limitation, to receive, endorse and
collect all instruments made payable to the Pledgor representing any dividend
or other distribution or payment in respect of the Pledged Collateral or any
part thereof and to give full discharge for the same and to vote or grant any
consent in respect of the Pledged Shares authorized by Section 6(b) hereof;
provided, however, that the Collateral Agent will forbear from exercising the
power of attorney or any of the rights granted to the Collateral Agent pursuant
to this Section 8 unless and until the Collateral Agent shall have requested
that Pledgor take such action, and Pledgor shall have failed to take such
action within five (5) days of its receipt of such request. The Pledgor hereby
ratifies, to the extent permitted by law, all that any said attorney shall
lawfully do or cause to be done by virtue hereof. This power, being coupled
with an interest, is irrevocable until the Secured Indebtedness is paid in full
and all commitments under the Financing Agreements have terminated.
Section 9. COLLATERAL AGENT PERFORM. If the Pledgor fails to perform
any agreement contained herein, the Collateral Agent may itself perform, or
cause performance of, such agreement, and the reasonable expenses of the
Collateral Agent incurred in connection therewith shall be payable by the
Pledgor under Section 12 hereof and shall constitute Secured Indebtedness
secured hereby.
Section 10. REASONABLE CARE. The Collateral Agent shall be deemed to
have exercised reasonable care in the custody and preservation of the Pledged
Collateral in its possession if the Pledged Collateral is accorded treatment
substantially equal to that which the Collateral Agent accords its own
property, it being understood that neither the Collateral Agent nor any other
Secured Party shall have 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 Collateral Agent
or any other Secured Party has or is deemed to have knowledge of any such
matter, or (ii) taking any necessary steps to preserve rights against any
Person with respect to any Pledged Collateral.
Section 11. REMEDIES UPON DEFAULT. If any Event of Default shall have
occurred and be continuing:
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(a) The Collateral 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 after
default under the Uniform Commercial Code (the "CODE") in effect in the State
of Illinois at that time, and the Collateral 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 office of the Collateral Agent or elsewhere, for cash, on credit or
for future delivery, and upon such other terms as the Collateral Agent may deem
commercially reasonable. The Pledgor agrees that, to the extent notice of sale
shall be required by law, at least ten (10) 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 Collateral Agent
shall not be obligated to make any sale of Pledged Collateral regardless of
notice of sale having been given. The Collateral 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. The Pledgor hereby waives any claims
against the Collateral Agent arising by reason of the fact that the price at
which any Pledged Collateral may have been sold at such a private sale was less
than the price which might have been obtained at a public sale, even if the
Collateral Agent accepts the first offer received and does not offer such
Pledged Collateral to more than one offeree.
(b) If the Collateral Agent shall determine to exercise its right to
sell all or any of the Pledged Collateral pursuant to this Section 11, the
Pledgor agrees that, upon request of the Collateral Agent, the Pledgor will, at
its own cost and expense:
(i) execute and deliver, and use its best efforts
to cause each issuer of the Pledged Shares and its directors and
officers to execute and deliver, all such instruments and documents,
and do or cause to be done all such other acts and things, as may be
necessary or, in the opinion of the Collateral Agent, necessary or
advisable to register such Pledged Shares under the provisions of the
Securities Act of 1933, as from time to time amended (the "SECURITIES
ACT"), and to cause the registration statement relating thereto to
become effective and to remain effective for such period as
prospectuses are required by law to be furnished, and to make all
amendments and supplements thereto and to the related prospectus
which, in the opinion of the Collateral Agent, are necessary or
advisable, all in conformity with the requirements of the Securities
Act and the rules and regulations of the Securities and Exchange
Commission ("SEC") applicable thereto;
(ii) use its best efforts to qualify the Pledged
Collateral under the state securities or "BLUE SKY" laws and to obtain
all necessary governmental approvals for the sale of the Pledged
Collateral, as requested by the Collateral Agent;
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(iii) make available to its security holders, as soon as
practicable, an earnings statement which will satisfy the provisions
of section 11(a) of the Securities Act; and
(iv) do or cause to be done all such other acts
and things as may be necessary to make such sale of the Pledged
Collateral or any part thereof valid and binding and in compliance
with applicable law.
The Pledgor further acknowledges the impossibility of ascertaining the amount
of damages which would be suffered by the Secured Parties by reason of the
failure by the Pledgor to perform any of the covenants contained in this
Section 11 and, consequently, agrees that, if the Pledgor shall fail to perform
any of such covenants, it shall pay, as liquidated damages and not as a
penalty, an amount equal to the value of the Pledged Collateral on the date the
Collateral Agent shall demand compliance with this Section.
(c) The Pledgor recognizes that, by reason of the aforementioned
requirements and certain prohibitions contained in the Securities Act and
applicable state securities laws, the Collateral Agent may, at its option,
elect not to require the Pledgor to register all or any part of the Pledged
Collateral and may therefore be compelled, with respect to any sale of all or
any part of the Pledged Collateral, to limit purchasers to those who will
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 sale may result in prices and
other terms less favorable to the seller than if such sale were a public sale
without such restrictions and, notwithstanding such circumstances, agrees that
any such sale shall be deemed to have been made in a commercially reasonable
manner. The Collateral Agent shall be under no obligation to delay the sale of
any of the Pledged Collateral for the period of time necessary to permit the
Pledgor to register such securities for public sale under the Securities Act,
or under applicable state securities laws, even if the Pledgor would agree to
do so.
(d) If the Collateral Agent determines to exercise its right to
sell any or all of the Pledged Collateral pursuant to this Section 11, upon
written request, the Pledgor shall, from time to time, furnish to the
Collateral Agent all such information as the Collateral Agent may request in
order to determine the number of shares and other instruments included in the
Pledged Collateral which may be sold by the Collateral Agent as exempt
transactions under the Securities Act and rules of the SEC thereunder, as the
same are from time to time in effect.
(e) Subject to the requirements set forth in the Collateral Agency
Agreement, any cash held by the Collateral Agent as Pledged Collateral and all
cash proceeds received by the Collateral Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Pledged
Collateral shall be applied by
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the Collateral Agent in the order of priorities set forth in the Collateral
Agency Agreement.
Section 12. EXPENSES. The Pledgor will upon demand pay to the
Collateral Agent the amount of any and all reasonable expenses, including,
without limitation, the reasonable fees and expenses of the Collateral Agent's
counsel and of any experts and agents, which the Collateral Agent may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, sale of, collection from, or other realization upon, any of
the Pledged Collateral, (iii) the exercise or enforcement of any of the rights
and remedies hereunder of the Collateral Agent and the other Secured Parties,
or (iv) the failure by the Pledgor to perform or observe any of the provisions
hereof.
Section 13. INTENTIONALLY DELETED.
Section 14. AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement nor consent to any departure by the Pledgor herefrom shall in
any event be effective unless the same shall be in writing and signed by the
Collateral Agent and the Pledgor, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
Section 15. NO WAIVER; REMEDIES. (a) No failure on the part of
Collateral Agent or any other Secured Party to exercise, and no delay in
exercising any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative, may be exercised singly or concurrently, and are not
exclusive of any remedies provided by law or any of the Financing Agreements or
other Collateral Documents.
(b) Failure by any Collateral Agent or any other Secured Party at
any time or times hereafter to require strict performance by the Pledgor or any
other Person of any of the provisions, warranties, terms or conditions
contained in any of the Financing Agreements or other Collateral Documents now
or at any time or times hereafter executed by the Pledgor or any such other
Person and delivered to any of the Secured Parties shall not waive, affect or
diminish any right of any of the Secured Parties at any time or times hereafter
to demand strict performance thereof, and such right shall not be deemed to
have been modified or waived by any course of conduct or knowledge of any of
the Secured Parties, or any agent, officer or employee of any Secured Party.
Section 16. ADDRESSES FOR NOTICES. Except as otherwise provided
herein, all notices and correspondences hereunder shall be in writing and shall
be delivered and deemed to be effective in the manner and at the time set forth
in Section 10 of the Company Security Agreement.
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Section 17. CONTINUING SECURITY INTEREST; TRANSFER OF SECURED
INDEBTEDNESS. This Pledge Agreement shall create a continuing security
interest in the Pledged Collateral and shall (i) remain in full force and
effect until payment in full of the Secured Indebtedness and the termination of
any commitments under any Financing Agreement, (ii) be binding upon the
Pledgor, its successors and assigns, and (iii) inure, together with the rights
and remedies of the Collateral Agent hereunder, to the benefit of and be
enforceable by the Collateral Agent and its successors, transferees and
assigns. Without limiting the generality of the foregoing clause (iii), any
Secured Party may assign or otherwise transfer all or any portion of the
Secured Indebtedness owing to it to any other Person, and such other Person
shall thereupon become vested with all the rights in respect thereof granted to
such Secured Party herein or otherwise with respect to such of the Secured
Indebtedness so transferred or assigned, subject, however, to compliance with
the provisions of the Financing Agreements in respect of assignments. Upon the
payment in full of the Secured Indebtedness, 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 hereof.
Section 18. GOVERNING LAW; SEVERABILITY TERMS. This agreement shall
be governed by, and be construed and interpreted in accordance with, the
internal law of the State of Illinois, without regard to conflict of law
principles. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity and without invalidating the remaining provisions of
this Agreement. Unless otherwise defined herein, terms defined in Article 9 of
the Uniform Commercial Code as in effect in the State of Illinois are used
herein as therein defined.
Section 19. WAIVER OF JURY TRIAL. The Pledgor hereby irrevocably
waives, to the fullest extent permitted by law, any and all right it may have
to a trial by jury in respect of any litigation based on, or arising out of,
under or in connection with, this Agreement.
Section 20. Section TITLES. The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not part of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be duly
executed and delivered by its duly authorized officer on the date first above
written.
ENVIRODYNE INDUSTRIES, INC., a
Delaware corporation
By: ___________________________
Name:___________________________
Title:__________________________
ACCEPTED AND ACKNOWLEDGED:
BT COMMERCIAL CORPORATION, a Delaware
corporation, as Collateral Agent
By: _____________________________
Xxxxx Xxxxxxx
Senior Vice President
Company Pledge Agreement
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SCHEDULE I TO PLEDGE AGREEMENT
ENVIRODYNE INDUSTRIES. INC.
Attached to and forming a part of that certain Pledge Agreement, dated
as of June 20, 1995, by Envirodyne Industries, Inc. to BT Commercial
Corporation, as collateral agent.
Certificate Number
Issuer Class of Stock Nos. Par Value of Shares
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SCHEDULE II TO PLEDGE AGREEMENT
PLEDGE AMENDMENT
This Pledge Amendment, dated __________, 19__, is delivered pursuant
to Section 7 of the Pledge Agreement referred to below. The undersigned hereby
agrees that this Pledge Amendment may be attached to the Pledge Agreement,
dated as of June 20, 1995, made by the undersigned to BT Commercial
Corporation, a Delaware corporation, as collateral agent on behalf of and for
the benefit of the Secured Parties referred to therein, and that the Additional
Shares listed on this Pledge Amendment shall be and become part of the Pledged
Collateral referred to in the Pledge Agreement and shall secure all Secured
Indebtedness of the undersigned. The terms defined in the Pledge Agreement are
being used herein as therein defined.
ENVIRODYNE INDUSTRIES, INC., a
Delaware corporation
By: ___________________________
Name:___________________________
Vice President
Certificate Number
Issuer Class of Stock Nos. Par Value of Shares
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