Membership Interest Pledge Agreement

Exhibit 10.7
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MEMBERSHIP INTEREST PLEDGE AGREEMENT


THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT (this "Agreement"), dated as of September 20, 2001, is made between Amerigon Incorporated, a California corporation ("Borrower"), and Big Beaver Investments LLC, a Delaware limited liability company ("Lender").


WHEREAS, Borrower is a member of BSST LLC, a Delaware limited liability ("BSST"), pursuant to the terms of that certain Amended and Restated Operating Agreement of BSST LLC, dated as of May 30, 2001 (the "LLC Agreement");


WHEREAS, Borrower is the holder of two thousand (2,000) units of Series A Preferred Units (as defined in the LLC Agreement) of BSST, which constitute one hundred percent (100%) of the Series A Preferred Units of BSST;


WHEREAS, Borrower and Lender are parties to that certain Credit Agreement dated as of September 20, 2001 (as amended, modified, renewed or extended from time to time, the "Credit Agreement"), which Credit Agreement provides, among other things, for Borrower's borrowing of certain funds from Lender;


WHEREAS, Borrower and Lender are parties to that certain Security Agreement dated as of September 20, 2001 (as amended, modified, renewed or extended from time to time, the "Security Agreement"), which Security Agreement provides, among other things, for the grant by Borrower to Lender of a security interest in all of Borrower's property and assets, including, without limitation, the LLC Collateral (as defined below); and


WHEREAS, it is a condition precedent to the borrowings under the Credit Agreement that Borrower enter into this Agreement and grant to Lender the security interests hereinafter provided to secure the obligations of the Borrower under the Credit Agreement.


NOW, THEREFORE, the parties hereto agree as follows:


SECTION 1. RECITALS. The above premises are true and correct and are incorporated herein by reference.


SECTION 2. DEFINITIONS; INTERPRETATION.


(a) All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


(b) In this Agreement, (i) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined, and (ii) the captions and headings are for convenience of reference only and shall not affect the construction of this Agreement.


SECTION 3. PLEDGE AND GRANT OF SECURITY INTEREST.


(a) As additional security for the payment and performance of the Obligations by Borrower to Lender, Borrower hereby pledges, assigns, transfers and conveys and grants a continuing security interest in favor of Lender, for security purposes, in all of Borrower's right, title and interest in and to, whether now existing or hereafter from time to time acquired, as a member of BSST (collectively, the "LLC Collateral"), including, without limitation, (i) Borrower's Membership Interest (as defined in the LLC Agreement), (ii) two thousand (2,000) units of Series A Preferred Units (as defined in the LLC Agreement) (the "Pledged Units"), (iii) all dividends, distributions, instruments and other property of any kind from time to time received, receivable or otherwise distributed in respect of or in exchange therefor, and (iv) all proceeds of any of the foregoing.


(b) This Agreement shall create a continuing security interest in the LLC Collateral, which shall remain in effect until terminated in accordance with the terms and conditions of this Agreement.


SECTION 4. VOTING RIGHTS AND DISTRIBUTIONS


(a) So long as no Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise all voting and other consensual rights, if any, for any purpose not inconsistent with the terms of this Agreement or any other Loan Documents.


(b) So long as no Event of Default shall have occurred and be continuing, any and all Distributions (as defined in the LLC Agreement) and other proceeds pertaining to the LLC Collateral shall be delivered to Lender to be held in pledge hereunder and shall become part of the LLC Collateral.


(c) Upon the occurrence and during the continuance of any Event of Default, (i) all rights of Borrower to exercise the voting and other consensual rights, if any, which Borrower would otherwise be authorized to exercise pursuant to Section 4(a) shall cease, and all such rights shall thereupon become vested in Lender who then shall have the sole right to exercise any such voting and other consensual rights, and (ii) Lender shall have the right to apply all Distributions and any cash so received to the Obligations. Effective upon the occurrence and during the continuance of an Event of Default, Borrower hereby grants to Lender an irrevocable proxy coupled with an interest for the LLC Collateral, pursuant to which proxy Lender shall be entitled to vote or consent with respect to the LLC Collateral in its sole discretion, as applicable.


(d) If during the term of this Agreement any non-cash Distribution, reclassification, readjustment or other change is declared or made with respect to any of the LLC Collateral, or if warrants or any other rights or options are issued in connection with any of the LLC Collateral, or if additional units or other securities are issued in connection with any of the LLC Collateral (whether or not for valuable consideration), all such new, substituted and/or additional units or other securities shall be pledged immediately to Lender to be held under the terms of this Agreement in the same manner as the LLC Collateral are held hereunder, and shall become part of the LLC Collateral.


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SECTION 5. FURTHER ASSURANCES; APPOINTMENT OF LENDER AS ATTORNEY-IN-FACT.


(a) With respect to the LLC Collateral, Borrower shall, if requested by Lender, cause BSST to duly authorize and execute, and deliver to Lender an agreement for the benefit of Lender pursuant to which, following the occurrence of and during the continuance of an Event of Default, BSST agrees to comply with any and all instructions regarding BSST originated by Lender without further consent by Borrower (or other registered owner) and not to comply with instructions regarding the LLC Collateral originated by any other Person other than a court of competent jurisdiction.


(b) All certificates (if and when available) and instruments representing or evidencing any of the LLC Collateral shall be delivered to Lender 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 Lender.


(c) Immediately and without further notice, upon the occurrence of and during the continuance of any Event of Default, Lender, at any time and at its sole discretion, may have any or all of the LLC Collateral registered in Lender's name or that of its nominee or nominees.


(d) Borrower at its expense shall execute and deliver, or cause to be executed and delivered, to Lender any and all documents and instruments, in form and substance satisfactory to Lender, and take any and all action, which Lender may reasonably request from time to time, to perfect and continue perfected, maintain the priority of or provide notice of Lender's security interest in the LLC Collateral and to accomplish the purposes of this Agreement. Lender shall have the right to, in the name of Borrower, or in the name of Lender or otherwise, without notice to or assent by Borrower, and Borrower hereby irrevoc ...