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Membership Interest Pledge Agreement

This is an actual contract between U S Plastic Lumber and Bank Of America.
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THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT (this "Agreement") dated as of December 19, 2002 is given by U.S. PLASTIC LUMBER CORP. ("USPL") in favor of BANK OF AMERICA, N.A., as Administrative Agent (as defined below), and the Banks (as defined below).

W I T N E S S E T H:

WHEREAS, Quakertown, LLC (the "Company") has issued notes dated the date hereof (together with all additional notes issued thereunder after the date hereof, the "Quakertown Notes") to various financial institutions (the "Banks");

WHEREAS, USPL has executed and delivered a guaranty (the "Guaranty") of all obligations of the Company under the Quakertown Notes;

WHEREAS, the obligations of USPL under the Guaranty are to be secured pursuant to this Agreement; and

WHEREAS, each Bank has appointed Bank of America, N.A. to act as administrative agent (in such capacity, the "Administrative Agent") with respect to this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. When used herein, (a) capitalized terms used but not defined in this Agreement have the meanings assigned to such terms in the Quakertown Notes and (b) the following terms have the following meanings (such meanings to be applicable to both the singular and plural forms of such terms):

Administrative Agent - see the recitals.

Agreement - see the introductory paragraph.

Banks - see the recitals.

Collateral - see Section 2.

Company - see the recitals.

Default means the occurrence of any of the following events: (a) any Default (as defined in the Quakertown Notes); or (b) any warranty of the Pledgor herein is untrue or misleading in any material respect and, as a result thereof, the Administrative Agent's security interest in any material portion of the Collateral is not perfected or the Administrative Agent's rights and remedies with respect to any material portion of the Collateral are materially impaired or otherwise materially adversely affected.

Guaranty - see the recitals.

Liabilities means all obligations of USPL to the Administrative Agent or any Bank, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, which arise under the Guaranty, as the same may be extended or renewed from time to time.

LLC Agreement means the limited liability company agreement for the Company (as amended, supplemented, restated or otherwise modified from time to time).

LLC Interests means all right, title and interest of USPL in and to the following: the Company, all profits, income, surplus, compensation, return of capital, distributions and other disbursements and payments from the Company to USPL (including, without limitation, specific properties of the Company upon dissolution or otherwise), and all interests in the Company now owned or hereafter acquired by USPL as a result of exchange offers, direct investments, contributions or otherwise; but excluding any obligation or liability of USPL with respect to the Company or any duty of USPL as a member of the Company.

Permitted Liens means liens arising hereunder and inchoate tax and ERISA liens.

Pledged Property means all LLC Interests, all property received in exchange or substitution for LLC Interests, all dividends, distributions and other returns from LLC Interests, all other property delivered by USPL to the Administrative Agent for the purpose of pledge under this Agreement, and all proceeds of any of the foregoing.

UCC means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

USPL - see the preamble.

2. Pledge. As security for the payment of all Liabilities, USPL hereby pledges to the Administrative Agent for the benefit of the Banks, and grants to the Administrative Agent for the benefit of the Banks a continuing security interest in, all of the following:

A. the LLC Interests;

B. all cash and other property, of any kind or nature,
distributed or payable at any time or from time to time by the Company
to USPL, as a distribution, in complete or partial liquidation or
otherwise, including, without limitation, USPL's share of any revenues
of the Company derived from any contract;

C. all other Pledged Property; and

D. all products and proceeds of all of the foregoing.

All of the foregoing are herein collectively called the "Collateral".

3. Delivery of Pledged Property. (a) All certificates or instruments representing or evidencing any Collateral, including those representing or evidencing the LLC Interests, shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto, shall be in

suitable form for transfer by delivery, and shall be accompanied by all necessary endorsements or instruments of transfer or assignment, duly executed in blank.

(b) To the extent any of the Collateral constitutes an "uncertificated security" (as defined in Section 8-102(a)(18) of the UCC), USPL shall cause the issuer thereof to acknowledge to the Administrative Agent the registration on the books of such issuer of the pledge and security interest hereby created in the manner required by Section 8-301(b) of the UCC.

4. Warranties. USPL warrants to the Administrative Agent for the benefit of each Bank that:

(a) Ownership, No Liens, etc. USPL is the legal and beneficial owner of, and has good title to (and has full right and authority to pledge and assign) the Collateral, free and clear of all liens, options or other charges or encumbrances, except Permitted Liens. No UCC financing statement covering any of the Collateral is presently on file in any public office other than those in favor of the Administrative Agent for the benefit of the Banks. This Agreement creates a legal and valid security interest in the Collateral which has been perfected as a first and prior lien on the Collateral. No "control" as defined in Article 8 of the UCC has been given to any Person other than the Administrative Agent.

(b) LLC Interests. The character of USPL's interest in the Company, and USPL's percentage interest in the Company's profits as of the date hereof, are as set forth in Exhibit A. USPL has provided to the Administrative Agent true, correct and complete copies of the LLC Agreement as in effect on the date hereof.

(c) Authorization, Approval, etc. Except for the filing of UCC financing statements, no authorization, approval or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required for (i) the pledge by USPL of any Collateral pursuant to this Agreement, (ii) the execution, delivery and performance of this Agreement by USPL, (iii) the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or (iv) except as may be required in connection with a disposition of the LLC Interests by laws affecting the offering and sale of securities generally, the exercise by the Administrative Agent of remedies in respect of the Collateral pursuant to this Agreement.

(d) Uncertificated Nature of LLC Interests. No right, title or interest of USPL in the Company is represented by a certificate of interest or instrument, except such certificates or instruments, if any, as have been delivered to the Administrative Agent and are held in its possession, together with transfer documents as required in this Agreement (and USPL covenants and agrees that any such certificates or instruments hereafter received by USPL with respect to any of the Collateral will be held in trust for the Administrative Agent for the benefit of the Banks and promptly delivered to the Administrative Agent). No Collateral is held in a securities account.

(e) Other. (i) The pledge and delivery of the Collateral pursuant to this Agreement, together with the filing of appropriate UCC financing statements, will create a valid perfected

security interest in the Collateral in favor of the Administrative Agent; and (ii) all LLC Interests referred to on Exhibit A are duly authorized, validly issued, fully paid and non-assessable.

5. Covenants. (a) USPL will not sell, assign, exchange, pledge or otherwise transfer, encumber or grant any option, warrant or other right to purchase the Collateral
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