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EXHIBIT 10.53
[LITIGATION]
EXECUTION COPY
(▇▇▇▇▇ ▇▇▇▇▇▇)
PLEDGE AGREEMENT
This PLEDGE AGREEMENT, dated as of October 24, 1997 (together
with all amendments, if any, from time to time hereto, this "Agreement")
between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Pledgor"), Code-Alarm, Inc., a Michigan
corporation (the "Borrower") and GENERAL ELECTRIC CAPITAL CORPORATION in its
capacity as Agent for "Lenders", as defined below ("Agent").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Litigation L/C and Term Loan
C Agreement dated as of the date hereof by and among Borrower, Agent and the
Persons signatory thereto from time to time as Term Lenders (including all
annexes, exhibits and schedules thereto, and as from time to time amended,
restated, supplemented or otherwise modified (the "Credit Agreement"), such
Term Lenders (collectively, the "Lenders") have agreed to incur Litigation
Obligations for the benefit of Borrower;
WHEREAS, Pledgor is the record and beneficial owner of the
shares of stock listed in Schedule I hereto;
WHEREAS, in order to induce Agent and Lenders to incur the
Litigation L/C Obligations and certain other Litigation Obligations, including
the obligations constituting Term Loan C, or to advance the Term Loan C, as
provided for in the Credit Agreement, Pledgor has agreed to pledge the Pledged
Collateral to Agent in accordance herewith;
NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained and to induce Lenders to incur Obligations
under the Credit Agreement, it is agreed as follows:
1. Definitions. Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as therein defined, and the
following shall have (unless otherwise provided elsewhere in this Agreement)
the following respective meanings (such meanings being equally applicable to
both the singular and plural form of the terms defined):
"Bankruptcy Code" means title 11, United States Code, as
amended from time to time, and any successor statute thereto.
"Pledged Collateral" has the meaning assigned to such term in
Section 2 hereof.
"Pledged Entity" means Borrower.
"Pledged Shares" means those shares listed in Schedule I
hereto.
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"Secured Obligations" has the meaning assigned to such term
in Section 3 hereof.
2. Pledge. Pledgor hereby pledges to Agent, and grants
to Agent for itself and the benefit of Lenders, a continuing security interest
in all of the following, other than Permitted Encumbrances (collectively, the
"Pledged Collateral"):
(i) the Pledged Shares and the certificates
representing the Pledged Shares; and
(ii) such portion, as determined by Agent as
provided in Section 6(d) below, of any additional shares of
the same series of stock as the Pledged Shares from time to
time acquired by Pledgor in any manner (which shares shall be
deemed to be part of the Pledged Shares), and the certificates
representing such additional shares.
3. Security for Obligations. This Agreement secures,
and the Pledged Collateral is security for, the prompt payment in full when
due, whether at stated maturity, by acceleration or otherwise, and performance
of all Obligations of any kind under or in connection with the Credit Agreement
and the other Litigation Collateral Documents (hereinafter, the "Loan
Documents") and all obligations of Pledgor now or hereafter existing under this
Agreement including, without limitation, all fees, costs and expenses whether
in connection with collection actions hereunder or otherwise (collectively, the
"Secured Obligations").
4. Delivery of Pledged Collateral. All certificates
evidencing the Pledged Collateral shall be delivered to and held by or on
behalf of Agent, for itself and the benefit of Lenders, pursuant hereto. All
Pledged Shares shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to Agent.
5. Representations and Warranties.
(a) Pledgor represents and warrants to Agent that on the
Closing Date:
(i) Pledgor is, and at the time of delivery of the
Pledged Shares to Agent will be, the sole holder of record and the
sole beneficial owner of such Pledged Collateral pledged by Pledgor
free and clear of any Lien thereon or affecting the title thereto,
except for Permitted Encumbrances or for any Lien created by this
Agreement;
(ii) Pledgor has the right to pledge, assign, transfer,
deliver, deposit and set over the Pledged Collateral pledged by
Pledgor to Agent as provided herein;
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(b) Borrower represents and warrants to the Agent
that on the Closing Date and, unless otherwise specified below, as of each time
Borrower requests or accepts the proceeds of an Advance or Loan under the Credit
Agreement:
(i) All Pledged Shares have been duly authorized, validly
issued and are fully paid and non-assessable;
(ii) None of the Pledged Shares has been issued in
violation of applicable federal and state securities laws;
(iii) The Pledged Shares are currently owned of record by
Pledgor, and are currently represented by the certificates listed in
Schedule I hereto. As of the date hereof, there are no existing
options, warrants, calls or commitments issued by the Borrower of any
character whatsoever relating to the Pledged Shares;
(iv) No consent, approval, authorization or other order or
other action by, and no notice to or filing with, any Governmental
Authority is required (i) for the pledge by Pledgor of the Pledged
Collateral pursuant to this Agreement or for the execution, delivery
or performance of this Agreement by Pledgor, or (ii) for the exercise
by Agent of the voting or other rights provided for in this Agreement
or the remedies in respect of the Pledged Collateral pursuant to this
Agreement, except as may be required in connection with such
disposition by applicable securities and except as may be required by
a change in control of Borrower;
(v) The pledge, assignment and delivery of the Pledged
Collateral pursuant to this Agreement will create a valid Lien on and
perfected security interest in favor of the Agent for the benefit of
Agent and Lenders in the Pledged Collateral, securing the payment of
the Secured Obligations;
(vi) This Agreement has been duly authorized, executed and
delivered by Borrower and constitutes a legal, valid and binding
obligation of Borrower enforceable against Borrower in accordance with
its terms; and
(vii) The Pledged Shares constitute 100% of the issued and
outstanding shares of Series B Preferred Stock of Borrower.
(c) The representations and warranties set forth in this
Section 5 shall survive the execution and delivery of this Agreement.
6. Covenants. Pledgor or Borrower, as applicable,
covenants and agrees that until the Termination Date:
(a) Without the prior written consent of Agent, Pledgor
will not sell, assign, transfer, pledge, or otherwise encumber any of
its rights in or to the Pledged Collateral, or
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▇▇▇▇▇ ▇ ▇▇▇▇ in the Pledged Collateral, unless otherwise expressly
permitted by the Agent or the Credit Agreement;
(b) Pledgor will, at Borrower's expense, promptly
execute, acknowledge and deliver all such instruments and take all
such actions as Agent from time to time may request in order to ensure
to Agent and Lenders the benefits of the Liens in and to the Pledged
Collateral intended to be created by this Agreement, including the
filing of any necessary Code financing statements, which may be filed
by Agent with or (to the extent permitted by law) without the
signature of Pledgor, and will cooperate with Agent, at Borrower's
expense, in maintaining and preserving Agent's Lien in the Pledged
Collateral and in obtaining all necessary approvals and making all
necessary filings under federal, state, local or foreign law in
connection with such Liens or any sale or transfer of the Pledged
Collateral;
(c) Borrower will defend Pledgor's title to the Pledged
Collateral and the Liens of Agent in the Pledged Collateral against
the claim of any Person; and
(d) Pledgor will, upon obtaining ownership of any
additional shares of the same series of stock as the Pledged Shares as
is being pledged hereby on the date hereof, which stock is not already
Pledged Collateral.
7. Pledgor's Rights. As long as no Default or Event of
Default shall have occurred and be continuing and until written notice shall be
given to Pledgor in accordance with Section 8(a) hereof:
(a) Pledgor shall have the right, from time to time, to
vote and give consents with respect to the Pledged Collateral, or any
part thereof for all purposes not inconsistent with the provisions of
this Agreement, the Credit Agreement or any other Loan Document;
provided, however, that no vote shall be cast, and no consent shall be
given or action taken, which would have the effect of impairing the
position or interest of Agent in respect of the Pledged Collateral or
which would authorize, effect or consent to (unless and to the extent
expressly permitted by the Credit Agreement):
(i) the dissolution or liquidation, in whole or
in part, of a Pledged Entity;
(ii) the consolidation or merger of a Pledged
Entity with any other Person;
(iii) the sale, disposition or encumbrance of all
or substantially all of the assets of a Pledged Entity, except
for Liens in favor of Agent;
(iv) any change in the authorized number of
shares of the Borrower's Series B Preferred Stock; or
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(v) the alteration of the voting rights with
respect to the Pledged Shares; and
(b) (i) Pledgor shall be entitled, from time to time,
to collect and receive for its own use all cash dividends paid
in respect of the Pledged Shares to the extent not in
violation of the Credit Agreement; and
(ii) all dividends (other than such cash dividends
as are permitted to be paid to Pledgor in accordance with
clause (i) above) and all other distributions in respect of
any of the Pledged Shares, whenever paid or made, shall be
delivered to Agent to hold as Pledged Collateral and shall, if
received by Pledgor, be received in trust for the benefit of
Agent, be segregated from the other property or funds of
Pledgor, and be forthwith delivered to Agent as Pledged
Collateral in the same form as so received (with any necessary
indorsement).
8. Defaults and Remedies.
(a) Upon the occurrence of an Event of Default and during the
continuation of such Event of Default, and concurrently with written
notice to Pledgor, Agent (personally or through an agent) is hereby
authorized and empowered to transfer and register in its name or in
the name of its nominee the whole or any part of the Pledged
Collateral, to exchange certificates representing or evidencing
Pledged Collateral for certificates of smaller or larger
denominations, to exercise the voting rights with respect thereto, to
collect and receive all cash dividends and other distributions made
thereon, to sell in one or more sales after ten (10) days' notice to
Pledgor and to Borrower of the time and place of any public sale or of
the time at which a private sale is to take place (which notice
Pledgor agrees is commercially reasonable) the whole or any part of
the Pledged Collateral and to otherwise act with respect to the
Pledged Collateral as though Agent was the outright owner thereof,
Pledgor hereby irrevocably constituting and appointing Agent as the
proxy and attorney-in-fact of Pledgor, with full power of substitution
to do so, and which appointment shall remain in effect until the
Termination Date; provided, however, Agent shall not have any duty to
exercise any such right or to preserve the same and shall not be liable
for any failure to do so or for any delay in doing so. Any sale shall
be made at a public or private sale at Agent's place of business, or at
any place to be named in the notice of sale, either for cash or upon
credit or for future delivery at such price as Agent may deem fair, and
Agent may be the purchaser of the whole or any part of the Pledged
Collateral so sold and hold the same thereafter in its own right free
from any claim of Pledgor or any right of redemption. Each sale shall
be made to the highest bidder, but Agent reserves the right to reject
any and all bids at such sale which, in its discretion, it shall deem
inadequate. Demands of performance, except as otherwise herein
specifically provided for, notices of sale, advertisements and the
presence of property at sale are hereby waived and any sale hereunder
may be conducted by an auctioneer or any officer or agent of Agent.
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(b) If, at the original time or times appointed for the
sale of the whole or any part of the Pledged Collateral, the highest
bid, if there be but one sale, shall be inadequate to discharge in full
all the Secured Obligations, or if the Pledged Collateral be offered
for sale in lots, if at any of such sales, the highest bid for the lot
offered for sale would indicate to Agent, in its discretion, that the
proceeds of the sales of the whole of the Pledged Collateral would be
unlikely to be sufficient to discharge all the Secured Obligations,
Agent may, on one or more occasions and in its discretion, postpone any
of said sales by public announcement at the time of sale or the time of
previous postponement of sale, and no other notice of such postponement
or postponements of sale need be given, any other notice being hereby
waived; provided, however, that any sale or sales made after such
postponement shall be after ten (10) days' notice to Pledgor.
(c) If, at any time when Agent shall determine to
exercise its right to sell the whole or any part of the Pledged
Collateral hereunder, such Pledged Collateral or the part thereof to
be sold shall not, for any reason whatsoever, be effectively
registered under the Securities Act of 1933, as amended (or any
similar statute then in effect) (the "Act"), Agent may, in its
discretion (subject only to applicable requirements of law), sell such
Pledged Collateral or part thereof by private sale in such manner and
under such circumstances as Agent may deem necessary or advisable, but
subject to the other requirements of this Section 8, and shall not be
required to effect such registration or to cause the same to be
effected. Without limiting the generality of the foregoing, in any
such event, Agent in its discretion (x) may, in accordance with
applicable securities laws, proceed to make such private sale
notwithstanding that a registration statement for the purpose of
registering such Pledged Collateral or part thereof could be or shall
have been filed under said Act (or similar statute), (y) may approach
and negotiate with a single possible purchaser to effect such sale,
and (z) may restrict such sale to a purchaser who is an accredited
investor under the Act and who will represent and agree that such
purchaser is purchasing for its own account, for investment and not
with a view to the distribution or sale of such Pledged Collateral or
any part thereof. In addition to a private sale as provided above in
this Section 8, if any of the Pledged Collateral shall not be freely
distributable to the public without registration under the Act (or
similar statute) at the time of any proposed sale pursuant to this
Section 8, then Agent shall not be required to effect such registration
or cause the same to be effected but, in its discretion (subject only
to applicable requirements of law), may require that any sale hereunder
(including a sale at auction) be conducted subject to restrictions:
(i) as to the financial sophistication and ability
of any Person permitted to bid or purchase at any such sale;
(ii) as to the content of legends to be placed
upon any certificates representing the Pledged Collateral sold
in such sale, including restrictions on future transfer
thereof;
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(iii) as to the representations required to be made
by each Person bidding or purchasing at such sale relating to
that Person's access to financial information about Pledgor and
such Person's intentions as to the holding of the Pledged
Collateral so sold for investment for its own account and not
with a view to the distribution thereof; and
(iv) as to such other matters as Agent may, in its
discretion, deem necessary or appropriate in order that such
sale (notwithstanding any failure so to register) may be
effected in compliance with the Bankruptcy Code and other laws
affecting the enforcement of creditors' rights and the Act and
all applicable state securities laws.
(d) Pledgor recognizes that Agent may be unable to effect
a public sale of any or all the Pledged Collateral and may be
compelled to resort to one or more private sales thereof in accordance
with clause (e) above. Pledgor also acknowledges that any such
private sale may result in prices and other terms less favorable to
the seller than if such sale were a public sale and, notwithstanding
such circumstances, agrees that any such private sale shall not be
deemed to have been made in a commercially unreasonable manner solely
by virtue of such sale being private. Agent shall be under no
obligation to delay a sale of any of the Pledged Collateral for the
period of time necessary to permit the Pledged Entity to register such
securities for public sale under the Act, or under applicable state
securities laws, even if Pledgor and the Pledged Entity would agree to
do so.
(e) Pledgor agrees to the maximum extent permitted by
applicable law that following the occurrence and during the
continuance of an Event of Default it will not at any time plead,
claim or take the benefit of any appraisal, valuation, stay,
extension, moratorium or redemption law now or hereafter in force in
order to prevent or delay the enforcement of this Agreement, or the
absolute sale of the whole or any part of the Pledged Collateral or
the possession thereof by any purchaser at any sale hereunder, and
Pledgor waives the benefit of all such laws to the extent it lawfully
may do so. Pledgor agrees that it will not interfere with any right,
power and remedy of Agent provided for in this Agreement or now or
hereafter existing at law or in equity or by statute or otherwise, or
the exercise or beginning of the exercise by Agent of any one or more
of such rights, powers or remedies. No failure or delay on the part
of Agent to exercise any such right, power or remedy and no notice or
demand which may be given to or made upon Pledgor by Agent with
respect to any such remedies shall operate as a waiver thereof, or
limit or impair Agent's right to take any action or to exercise any
power or remedy hereunder, without notice or demand, or prejudice its
rights as against Pledgor in any respect.
(f) Pledgor further agrees that a breach of any of the
covenants contained in this Section 8 will cause irreparable injury to
Agent, that Agent shall have no adequate remedy at law in respect of
such breach and, as a consequence, agrees that each and every covenant
contained in this Section 8 shall be specifically enforceable against
Pledgor, and
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Pledgor hereby waives and agrees not to assert any defenses against an
action for specific performance of such covenants except for a defense
that the Secured Obligations are not then due and payable in
accordance with the agreements and instruments governing and
evidencing such obligations.
9. Waiver. No delay on Agent's part in exercising any
power of sale, Lien, option or other right hereunder, and no notice or demand
which may be given to or made upon Pledgor by Agent with respect to any power
of sale, Lien, option or other right hereunder, shall constitute a waiver
thereof, or limit or impair Agent's right to take any action or to exercise any
power of sale, Lien, option, or any other right hereunder, without notice or
demand, or prejudice Agent's rights as against Pledgor in any respect.
10. Assignment. Agent may assign, indorse or transfer
any instrument evidencing all or any part of the Secured Obligations as
provided in, and in accordance with, the Credit Agreement, and the holder of
such instrument shall be entitled to the benefits of this Agreement.
11. Termination. Immediately following the Termination
Date, Agent shall deliver to Pledgor the Pledged Collateral pledged by Pledgor
at the time subject to this Agreement and all instruments of assignment
executed in connection therewith, free and clear of the Liens hereof and,
except as otherwise provided herein, all of Pledgor's obligations hereunder
shall at such time terminate.
12. Lien Absolute. All rights of Agent hereunder, and
all obligations of Pledgor hereunder, shall be absolute and unconditional
irrespective of:
(a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document or any other agreement or
instrument governing or evidencing any Secured Obligations;
(b) any change in the time, manner or place of payment
of, or in any other term of, all or any part of the Secured
Obligations, or any other amendment or waiver of or any consent to any
departure from the Credit Agreement, any other Loan Document or any
other agreement or instrument governing or evidencing any Secured
Obligations;
(c) any exchange, release or non-perfection of any other
Collateral, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the Secured
Obligations;
(d) the insolvency of any Credit Party; or
(e) any other circumstance which might otherwise
constitute a defense available to, or a discharge of, Pledgor.
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13. Release. Pledgor consents and agrees that Agent may
at any time, or from time to time, in its discretion:
(a) renew, extend or change the time of payment, and/or
the manner, place or terms of payment of all or any part of the
Secured Obligations; and
(b) exchange, release and/or surrender all or any of the
Collateral (including the Pledged Collateral), or any part thereof, by
whomsoever deposited, which is now or may hereafter be held by Agent
in connection with all or any of the Secured Obligations; all in such
manner and upon such terms as Agent may deem proper, and without
notice to or further assent from Pledgor, it being hereby agreed that
Pledgor shall be and remain bound upon this Agreement, irrespective of
the value or condition of any of the Collateral, and notwithstanding
any such change, exchange, settlement, compromise, surrender, release,
renewal or extension, and notwithstanding also that the Secured
Obligations may, at any time, exceed the aggregate principal amount
thereof set forth in the Credit Agreement, or any other agreement
governing any Secured Obligations. Pledgor hereby waives notice of
acceptance of this Agreement, and also presentment, demand, protest
and notice of dishonor of any and all of the Secured Obligations, and
promptness in commencing suit against any party hereto or liable
hereon, and in giving any notice to or of making any claim or demand
hereunder upon Pledgor. No act or omission of any kind on Agent's
part shall in any event affect or impair this Agreement.
14. Reinstatement. Notwithstanding anything contained
herein to the contrary, this Agreement shall remain in full force and effect
and continue to be effective should any petition be filed by or against Pledgor
or any Pledged Entity for liquidation or reorganization, should Pledgor or any
Pledged Entity become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of Pledgor's or a Pledged Entity's assets, and shall continue
to be effective or be reinstated, as the case may be, if at any time payment
and performance of the Secured Obligations, or any part thereof, is, pursuant
to applicable law, rescinded, avoided or reduced in amount, or must otherwise
be restored or returned by any obligee of the Secured Obligations, whether as a
"voidable preference", "fraudulent transfer", "fraudulent conveyance", or
otherwise, all as though such payment or performance had not been made.
Notwithstanding anything contained herein to the contrary, in the event that
any payment, or any part thereof, is rescinded, avoided, reduced, restored or
returned, the Secured Obligations shall be reinstated and deemed reduced only
by such amount paid and not so rescinded, avoided, reduced, restored or
returned.
15. Miscellaneous.
(a) Agent may execute any of its duties hereunder by or
through agents or employees and shall be entitled to advice of counsel
concerning all matters pertaining to its duties hereunder.
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(b) Borrower agrees to promptly reimburse Agent for
actual out-of-pocket expenses, including, without limitation,
reasonable counsel fees, incurred by Agent in connection with the
administration and enforcement of this Agreement as provided in the
Credit Agreement.
(c) The Pledgor shall have no personal liability for
payment of the Secured Obligations, and in any action or suit to
collect the Secured Obligations Agent shall not seek any
in personam judgment against the Pledgor or any judgment for a
deficiency but shall look solely to the security interests hereunder
and the Pledged Collateral described herein for payment of the Secured
Obligations. Nothing contained in this Section shall be construed to
impair the validity of the Secured Obligations or this Agreement or
affect or impair in any way the right of Agent to exercise its rights
and remedies under the Credit Agreement in accordance with its terms.
(d) Neither Agent, nor any of its respective officers,
directors, employees, agents or counsel shall be liable for any action
lawfully taken or omitted to be taken by it or them hereunder or in
connection herewith, except for its or their own gross negligence or
willful misconduct as finally determined by a court of competent
jurisdiction.
(e) THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS
SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF
PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY,
AGENT AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND
NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED,
ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON
BEHALF OF AGENT AND PLEDGOR.
16. Severability. If for any reason any provision or
provisions hereof are determined to be invalid and contrary to any existing or
future law, such invalidity shall not impair the operation of or effect those
portions of this Agreement which are valid.
17. Notices. Except as otherwise provided herein,
whenever it is provided herein that any notice, demand, request, consent,
approval, declaration or other communication shall or may be given to or served
upon any of the parties by any other party, or whenever any of the parties
desires to give or serve upon any other a communication with respect to this
Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall be in writing and shall be given in the manner, and
deemed received, as provided for in the Credit Agreement.
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18. 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 a part of the agreement between the parties hereto.
19. Counterparts. This Agreement may be executed in any
number of counterparts, which shall, collectively and separately, constitute
one agreement.
20. Benefit of Lenders. All security interests granted
or contemplated hereby shall be for the benefit of Agent and Lenders, and all
proceeds or payments realized from the Pledged Collateral in accordance
herewith shall be applied to the Secured Obligations in accordance with the
terms of the Credit Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first written above.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
---------------------------------
Name: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
------------------------------
Its Duly Authorized Signatory
CODE-ALARM, INC.,
as Borrower
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Its Duly Authorized Signatory
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SCHEDULE I
PLEDGED SHARES
Class Stock Certificate Number Percentage of
Pledged Entity of Stock Number(s) of Shares Outstanding Shares
-------------- -------- ----------------- --------- ------------------
Code-Alarm, Inc. Series B B-1 1 100%
Preferred
Stock
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SCHEDULE II
PLEDGE AMENDMENT
This Pledge Amendment, dated October 24, 1997 is delivered
pursuant to Section 6(d) of the Pledge Agreement referred to below. All
defined terms herein shall have the meanings ascribed thereto or incorporated
by reference in the Pledge Agreement. The undersigned hereby certifies that
the representations and warranties in Section 5 of the Pledge Agreement are and
continue to be true and correct, both as to the shares pledged prior to this
Pledge Amendment and as to the shares pledged pursuant to this Pledge
Amendment. The undersigned further agrees that this Pledge Amendment may be
attached to that certain Pledge Agreement, dated October 24, 1997, between
undersigned, as Pledgor, and General Electric Capital Corporation, as Agent,
(the "Pledge Agreement") and that the Pledged Shares listed on this Pledge
Amendment shall be and become a part of the Pledged Collateral referred to in
said Pledge Agreement and shall secure all Secured Obligations referred to in
said Pledge Agreement. The undersigned acknowledges that any shares not
included in the Pledged Collateral at the discretion of Agent may not otherwise
be pledged by Pledgor to any other Person or otherwise used as security for any
obligations other than the Secured Obligations and the other Obligations (as
defined in that certain Credit Agreement dated as of October 24, 1997 among
Code-Alarm, Inc., the Persons named therein as Credit Parties, the Persons
signatory thereto from time to time as Lenders and General Electric Capital
Corporation, as Agent).
CODE-ALARM, INC.
By:_____________________________________
Name:________________________________
Title:_______________________________
Name and Class Certificate Number
Address of Pledgor Pledged Entity of Stock Number(s) of Shares
------------------ -------------- -------- ---------- ---------
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EXHIBIT
to
PLEDGE AGREEMENT
dated as of October 24, 1997
Form of Stock Power
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign
and transfer to ________________________________________ _____ Share of
Series B Preferred Capital Stock of Code-Alarm, Inc., a Michigan corporation,
represented by Certificate No. ______________________ (the "Stock"), standing
in the name of the undersigned on the books of said corporation and does hereby
irrevocably constitute and appoint _______________________________________as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary endorsements or other acts of assignment and transfer
thereof; and to substitute one or more persons with like full power, hereby
ratifying and confirming all that said attorney or substitute or substitutes
shall lawfully do by virtue hereof.
Dated:_________________
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_________________________
16
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign
and transfer to ________________________________________ _____ Share of
Series B Preferred Capital Stock of Code-Alarm, Inc., a Michigan corporation,
represented by Certificate No. _______________________ (the "Stock"), standing
in the name of the undersigned on the books of said corporation and does hereby
irrevocably constitute and appoint ______________________________________as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary endorsements or other acts of assignment and transfer
thereof; and to substitute one or more persons with like full power, hereby
ratifying and confirming all that said attorney or substitute or substitutes
shall lawfully do by virtue hereof.
Dated:_____________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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