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EXHIBIT 4.5
PLEDGE OF SHARES
BETWEEN THE UNDERSIGNED:
- NationsBank, N.A., acting as agent (the "Agent") on behalf and for the
account of the lenders (the "Lenders") parties from time to time to
that certain credit agreement (the "Credit Agreement") dated as of June
26, 1998, by and among Xxxx Industries, Inc., the Agent, the Lenders
and Anchor Holdings, Inc., the Agent having an address at 000 X. Xxxxx
Xxxxxx, 15th floor, Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000 XXX,
Hereafter called the "Pledgee"
On the one hand
AND
- Xxxx Plastics, LLC, a company having its registered office at c/x Xxxx
Industries, Inc., 000 Xxxx Xxxxxx Xxxx, Xxxxxxxx, XX 00000, XXX,
and
- Xxxx Industries, LLC, a company having its registered office at c/x
Xxxx Industries, Inc., 000 Xxxx Xxxxxx Xxxx, Xxxxxxxx, XX 00000, XXX,
Hereafter called "Pledgors"
On the other hand
WHEREAS:
Pledgors possess together 500 shares of Xxxx Plastics SARL (the "Company"), a
French company having its registered office at 00 xxxxxx xxx Xxxxxx XX xx
Xxxxxxx 71100 Chalon sur Saone. Xxxx Plastics, LLC, possesses 493 shares of the
Company and Xxxx Industries, LLC, possesses 7 shares of the Company. The
Company's corporate purpose is taking participations, the management of the
above-mentioned participations, and more generally all industrial operations in
the field of the plastics industries. The Company has been established pursuant
to a private deed dated August 27, 1997. The Company's share capital is 50.000
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francs divided into 500 shares of 100 francs each, numbered from 1 to 500,
entirely paid-up.
A condition precedent to the making of financial accommodations by the Lenders
to Xxxx Industries, Inc., pursuant to the Credit Agreement is the execution and
delivery hereof by the Pledgors.
PLEDGE
By the present pledge agreement, Pledgors pledge to the Pledgee the shares of
the Company, in the proportion as follows: (i) Xxxx Plastics, LLC, pledges 320
shares of the Company, and (ii) Xxxx Industries, LLC, pledges 7 shares of the
Company.
This pledge is granted as caution reelle to secure all obligations and
liabilities of Xxxx Industries, Inc., to the Agent and the Lenders under, in
connection with and related to the Credit Agreement, as amended, restated,
modified and supplemented from time to time.
The present pledge is extended to all increases, products and accessories, as
well as in general to all rights proceeding from these shares or as a
complement, including the case of exchange, regroupment, or division, free
attribution, cash subscription or otherwise, these rights being automatically
incorporated in the present pledge without these operations implying a novation
to the rights and securities that the Pledgee holds from the present pledge
agreement.
Each of the Pledgors hereby expressly waives any right it may have pursuant to
articles 2021 and 2026 of the Civil Code and hereby further waives any right it
may have to be subrogated to or to be substituted in respect of the Pledgee by
virtue of any payment under this pledge agreement upon enforcement of the pledge
until the Lenders have been fully paid. It is therefor agreed that the in rem
security granted by each of the Pledgors constitutes an in solidum guarantee
(cautionnement solidaire).
REGISTRATION - NOTIFICATION
The present pledge agreement will be registered at the cost of Pledgors and will
be notified to the Company in conformity with the provisions of article 2075 of
the Civil Code.
APPROVAL OF PLEDGE
The present pledge has been authorized by an Extraordinary General Assembly of
the Company dated June 15, 1998, and a transferee of the shares so pledged has
been approved as a possible shareholder.
FORECLOSURE OF THE PLEDGE
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Upon the occurrence of "Event of Default" under the Credit Agreement and during
the continuation thereof, the Pledgee may, ten days after a simple notification,
request the realization of the present pledge in conformity with article 93 of
the French Commercial Code or article 2078 of the Civil Code.
FEES
The fees and rights resulting from the present pledge as well as those that will
arise as a result of the sale of shares if it happens will be borne by Pledgors.
GOVERNING LAW
This pledge agreement is governed and construed in accordance with French law.
Executed in New York
June 26, 1998
6 counterparts
In witness of which the parties have signed the present contract.
Nationsbank, N.A.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
Xxxx Plastics, LLC Xxxx Industries, LLC
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Title: Manager Title: Chairman and CEO of Xxxx
Industries, Inc., Manager
