Attached files
| file | filename |
|---|---|
| 8-K - Cyalume Technologies Holdings, Inc. | v192170_8k.htm |
| EX-10.3 - Cyalume Technologies Holdings, Inc. | v192170_ex10-3.htm |
| EX-10.5 - Cyalume Technologies Holdings, Inc. | v192170_ex10-5.htm |
| EX-10.2 - Cyalume Technologies Holdings, Inc. | v192170_ex10-2.htm |
| EX-10.1 - Cyalume Technologies Holdings, Inc. | v192170_ex10-1.htm |
| EX-10.8 - Cyalume Technologies Holdings, Inc. | v192170_ex10-8.htm |
| EX-10.9 - Cyalume Technologies Holdings, Inc. | v192170_ex10-9.htm |
| EX-10.7 - Cyalume Technologies Holdings, Inc. | v192170_ex10-7.htm |
| EX-10.6 - Cyalume Technologies Holdings, Inc. | v192170_ex10-6.htm |
| EX-99.1 - Cyalume Technologies Holdings, Inc. | v192170_ex99-1.htm |
| EX-10.10 - Cyalume Technologies Holdings, Inc. | v192170_ex10-10.htm |
This
Subordinated Stock Pledge Agreement is subject to the terms and provisions of
the Intercreditor and Subordination Agreement by and between GRANITE CREEK
PARTNERS AGENT, LLC, as Junior Agent on behalf of itself and the Junior Lenders,
and TD BANK, N.A. dated as of July 29, 2010 (as amended, restated,
supplemented or otherwise modified from time to time, the "Subordination
Agreement") and each holder of the Loans, by its acceptance hereof, shall be
bound by the provisions of the Subordination Agreement.
SUBORDINATED
STOCK PLEDGE AGREEMENT
SUBORDINATED
STOCK PLEDGE AGREEMENT dated as of July 29, 2010 made by CYALUME
TECHNOLOGIES HOLDINGS, INC., a Delaware corporation with a place of business at
65 Challenger Road, Ridgefield Park, NJ 07660 (the "Stockholder"), in
favor of GRANITE CREEK PARTNERS AGENT, LLC, a Delaware limited liability
company, as Agent under the Loan Agreement (defined below), with offices at 222
W. Adams St., Suite 1980, Chicago, Illinois 60606 (the "Secured
Party").
WHEREAS,
the Stockholder, the Corporation, the Secured Party and various financial
institutions and other entities from time to time party thereto (the "Lenders") are parties
to a Subordinated Loan Agreement of even date herewith (as amended, supplemented
or otherwise modified on the date hereof and as may be further amended,
supplemented or otherwise modified from time to time, the "Loan Agreement"),
pursuant to which the Secured Party may from time to time make financial
accommodations available to the Corporation;
WHEREAS,
pursuant to a certain Guaranty, Stockholder has guaranteed payment and
performance of the Obligations;
WHEREAS,
as a condition precedent to the Secured Party and the Lenders entering into the
Loan Agreement and making loans available to the Corporation, and in
consideration of all loans and other financial accommodations which may in the
future be provided to the Corporation by Secured Party and the Lenders, the
Stockholder has agreed to execute and deliver this Subordinated Stock Pledge
Agreement as security for the performance of its Obligations under the
Guaranty;
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Stockholder
hereby agrees for the benefit of the Secured Party as follows:
1. Defined
Terms.
A. Capitalized
terms not otherwise defined herein shall have the meaning given such term in the
Loan Agreement.
B. Unless
otherwise defined herein, the following terms shall have the respective meanings
set forth below:
"Collateral" has the
meaning specified in Section 2 hereof.
"Corporation" means
Cyalume Technologies, Inc., a Delaware corporation.
"Guaranty" means that
certain Subordinated Guaranty Agreement dated the date hereof made by
Stockholder in favor of the Secured Party for the benefit of the Lenders, as the
same may be amended, modified or supplemented from time to time.
"Obligations" means
any and all indebtedness, obligations and liabilities of the Stockholder under
the Guaranty, whether existing on the date hereof or arising or incurred
hereafter, direct or indirect, joint or several, absolute or contingent, matured
or unmatured, liquidated or unliquidated, secured or unsecured, arising by
contract, operation of the law or otherwise.
"Pledge Agreement"
shall mean this Subordinated Stock Pledge Agreement as it may be amended,
supplemented or otherwise modified.
"Pledged Stock" or
"Pledged
Shares" shall mean, collectively, all of the shares of any class of
capital stock of the Corporation, now owned, legally or beneficially or
hereafter acquired by Stockholder, controlled directly or indirectly by the
Stockholder and all of the rights in and to such stock, including, without
limitation, the right to vote such stock, together with any and all additions
thereto, whether through stock dividends, stock splits or otherwise, and any and
all income therefrom, whether through cash dividends or any other payments or
Distributions and any and all proceeds derived from all of the
foregoing.
2. Pledge. The
Stockholder hereby (a) pledges, hypothecates, assigns and transfers to the
Secured Party all of the Pledged Stock and hereby grants to the Secured Party a
lien on, and security interest in, the Pledged Stock and all proceeds thereof
(which shall be a second lien, subordinate only to the liens securing the Senior
Debt) and (b) delivers to the Secured Party, the stock certificates
evidencing the Pledged Stock, together with appropriate undated stock powers
duly executed in blank, all as collateral security for the payment and
performance of the Obligations. All property at any time pledged to
the Secured Party hereunder (whether described herein or not) and all income
therefrom and proceeds thereof are herein sometimes collectively called the
"Collateral".
3. Dividends, Distributions,
etc. If, while this Pledge Agreement is in effect, the
Stockholder becomes entitled to receive or receives any stock certificate
(including, without limitation, any certificate representing a stock dividend or
a distribution in connection with any reclassification, increase or reduction of
capital or issued in connection with any reorganization), option or rights,
whether as an addition to, in substitution of, or in exchange for, any shares of
Pledged Stock or otherwise, the Stockholder agrees to accept the same as agent
for the Secured Party, to hold the same in trust on behalf of and for the
benefit of the Secured Party and to deliver the same forthwith to the Secured
Party in the exact form received, with the endorsement of the Stockholder when
necessary and/or appropriate undated stock or other powers duly executed in
blank, to be held by the Secured Party, subject to the terms hereof, as
additional collateral security for the Obligations. Any sums paid on
or in respect of the Pledged Stock on the liquidation or dissolution of the
issuer thereof shall be paid over to the Secured Party, to be held by the
Secured Party, subject to the terms and conditions hereof, as additional
collateral security for the Obligations; and if any non-cash dividend or any
other non-cash distribution is made on or in respect of the Pledged Stock or any
property is distributed on or with respect to the Pledged Stock, the property so
distributed shall be delivered to the Secured Party, to be held by the Secured
Party, subject to the terms and conditions hereof, as additional collateral
security for the Obligations. All property so paid or distributed in
respect of the Pledged Stock that is received by the Stockholder shall, until
paid or delivered to the Secured Party, be held by the Stockholder in trust as
additional collateral security for the Obligations.
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4. Voting
Rights. The Stockholder shall be entitled to vote the Pledged
Stock and to give consents, waivers and ratifications in respect of the Pledged
Stock, provided, however, that if an Event of Default has occurred and is
continuing, the Secured Party, by written notice, may terminate the
Stockholder's right to vote the Pledged Stock and to give consents, waivers and
ratifications in respect thereof.
5. Rights of the Secured
Party.
(a) The
Secured Party shall not be liable for failure to collect or realize upon the
Obligations or any collateral security or guaranty thereof, or any part thereof,
or for any delay in so doing, nor shall Secured Party be under any obligation to
take any action whatsoever with regards thereto. Any or all shares of
the Pledged Stock held by the Secured Party hereunder may, if an Event of
Default has occurred and is continuing, and upon written notice by the Secured
Party, be registered in the name of the Secured Party or its nominee, for the
benefit of the Secured Party, and the Secured Party or its nominee may at any
time thereafter, without notice, exercise all voting and corporate rights of any
issuer of any and all rights of conversion, exchange, subscription or any other
rights, privileges or options pertaining to any shares of the Pledged Stock as
if the Secured Party were the absolute owner thereof, including (without
limitation) the right to exchange, at its discretion, any and all of the Pledged
Stock upon the merger, consolidation, reorganization, recapitalization or other
readjustment of any issuer of any such shares or upon the exercise by any such
issuer or the Secured Party of any right, privilege or option pertaining to any
shares of the Pledged Stock and, in connection therewith, to deposit and deliver
any and all of the Pledged Stock with any committee, depository, transfer agent,
registrar or other designated agency on such terms and conditions as the Secured
Party may determine, all without liability except to account for property
actually received by it, but the Secured Party shall have no duty to exercise
any of the aforesaid rights, privileges or options and shall not be responsible
for any failure to do so or delay in so doing.
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(b) The
Secured Party is hereby appointed the attorney-in-fact of the Stockholder for
the purpose of carrying out the provisions of this Pledge Agreement and taking
any action and executing any instruments, in the name of the Stockholder or
otherwise, that the Secured Party may deem necessary or advisable to accomplish
the purposes hereof, which appointment as attorney-in-fact is irrevocable and
coupled with an interest. Without limiting the generality of the
foregoing, the Secured Party shall, to the extent permitted under Section 4
hereof, have the right and power, upon the Secured Party's good faith
determination in its sole discretion that such action is necessary or desirable
to preserve and protect its interest in the Collateral, to receive, endorse and
collect all checks and other orders for the payment of money made payable to the
Stockholder representing any dividend, interest payment or other distribution
payable or distributable with respect to the Collateral or any part thereof and
to give full discharge for the same.
(c) The
Secured Party shall not have any obligation to protect, secure, perfect or
insure any such Collateral at any time held as security for the Obligations,
other than an obligation not to engage in willful misconduct or act in a grossly
negligent manner with respect to the Collateral.
6. Unconditional
Obligations. The obligations and liabilities of the
Stockholder hereunder shall not be conditioned or contingent upon the pursuit by
the Secured Party or any other Person at any time of any right or remedy against
any other Person that may be or become liable in respect of all or any part of
the Obligations or against any collateral security or guaranty therefor or right
of offset with respect thereto.
7. Performance by Secured Party
of Stockholder's Obligations. If the Stockholder fails to
perform or comply with any of its agreements contained herein and the Secured
Party, as provided for by the terms of this Pledge Agreement, itself performs or
complies, or otherwise causes performance or compliance, with such agreement,
the out-of-pocket expenses of the Secured Party incurred in connection with such
performance or compliance shall be borne and paid by the Stockholder on demand
and until so paid shall be added to the principal amount of the Obligations and
shall bear interest (calculated on the basis of a 360-day year for the actual
days elapsed) from the date incurred until paid at the highest rate applicable
to any of the Obligations.
-4-
8. Remedies. If
an Event of Default has occurred and is continuing, then, and in any such event,
the Secured Party may exercise, in addition to all other rights and remedies
granted to it in this Pledge Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations, all rights and remedies of
a secured party under the Uniform Commercial Code or other applicable
law. Without limiting the generality of the foregoing, the
Stockholder expressly agrees that in any such event, the Secured Party, without
demand of performance or other demand, advertisement or notice of any kind
(except the notice specified below of time and place of public or private sale)
to or on the Stockholder or any other Person (all and each of which demands,
advertisements and/or notices are hereby expressly waived), forthwith collect,
receive, appropriate and realize on the Collateral, or any part thereof, and
forthwith sell, assign, give option or options to purchase, contract to sell or
otherwise dispose of and deliver the Collateral, or any part thereof, in one or
more units, parcels, or lots at one or more public or private sales, at any
exchange or broker's board or at any of the Secured Party's offices or
elsewhere, on such terms and conditions as it may deem advisable and at such
prices as it may deem appropriate, for cash or on credit or for future delivery
without assumption of any credit risk, with the right to the Secured Party upon
any such sale or sales, public or private, to purchase the whole or any part of
said Collateral so sold. Any purchaser at any such sale or sales
shall acquire the property sold absolutely free from any claim or right on the
part of Stockholder, and Stockholder hereby waives (to the extent permitted by
applicable law) all rights, redemptions, stays and appraisal rights which
Stockholder now has, or may at any time in the future have, under any rule of
law or statute now existing or hereafter enacted. The net proceeds of
any such collection, recovery, receipt, appropriation, realization or sale,
after deducting all reasonable out-of-pocket costs and expenses of every kind
incurred therein or incidental to the care, safekeeping or otherwise of any and
all of the Collateral or in any way relating to the rights of the Secured Party
hereunder, including reasonable out-of-pocket attorneys' fees and legal
expenses, shall be applied to the payment of the Obligations in such order as
the Secured Party may determine, and, after all of the Obligations have been
paid in full and after payment of any other amount required by any provision of
law, including (without limitation) Section 9-504(1)(c) of the Uniform
Commercial Code, the balance (if any) of such proceeds shall be remitted to the
Stockholder or as otherwise required by a court of competent
jurisdiction. To the extent permitted by applicable law, the
Stockholder waives all claims, damages and demands against the Secured Party
arising out of the retention or sale of the Collateral unless resulting from
such Secured Party's willful misconduct or gross negligence. The
Stockholder agrees that the Secured Party need not give more than ten (10)
days' notice (which notice shall be deemed given on the earlier of mailing or
receipt) of the time and place of any public sale or of the time after which a
private sale or other intended disposition is to take place and that such notice
is reasonable notification of such matters. No notification need be
given to the Stockholder if it has signed after default a statement renouncing
or modifying any right to notification of sale or other intended
disposition. The Secured Party may, without notice or publication,
adjourn any public or private sale, or cause such sale to be adjourned from time
to time by announcement at the time and place fixed for sale, and such sale may,
without further notice, be made at the time and place to which such sale is so
adjourned Stockholder shall remain liable for any deficiency if the net proceeds
of any sale or disposition of the Collateral are insufficient to pay all
Obligations.
9. Representations and
Warranties. The Stockholder represents and warrants to the
Secured Party that:
(a) Stockholder
is a corporation, duly organized, validly existing and in good standing under
the laws of the state of its incorporation, is duly qualified to do business as
a foreign corporation and in good standing in each jurisdiction in which the
character of its properties or the transaction of its business makes such
qualification necessary and has full corporate power to own its properties, to
carry on its business as now conducted and to execute, deliver and perform this
Pledge Agreement, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect;
-5-
(b) the
execution, delivery and performance of this Pledge Agreement and the granting of
liens pursuant hereto (i) have been duly authorized by all requisite
corporate action on its part, (ii) do not require the consent of any party
(including, without limitation, its stockholders and creditors) other than any
consent that has been obtained, (iii) will not (A) violate any law or
regulation or its Certificate of Incorporation or By-Laws, (B) violate any
order of any court, tribunal or governmental agency binding on it or any of its
properties, except where such violation could not reasonably be expected to have
a Material Adverse Effect, (C) violate or constitute (after due notice or
lapse of time or both) a default under any indenture, agreement, license or
other instrument or contract to which it is a party or by which it or any of its
properties is bound, except where such violation or default could not reasonably
be expected to have a Material Adverse Effect or (D) result in the creation
or imposition of any lien of any nature whatsoever on any of its assets (except
liens created hereby) and (iv) do not require any filing or registration with,
or any permit, license, consent or approval of, any governmental agency or
regulatory authority;
(c) this
Pledge Agreement has been duly executed and delivered by the Stockholder and is
a legal, valid and binding obligation, enforceable against the Stockholder in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforceability of creditors' rights generally or by general
principles of equity;
(d) there
are no actions, suits, proceedings (including proceedings by or before any
arbitrator or administrative agency) or claims pending or, to the Stockholder's
knowledge, threatened against or affecting the Stockholder that relate to the
transactions contemplated by this Pledge Agreement;
(e) the
Stockholder is the record and beneficial owner of, and has good and valid title
to, the Pledged Stock described on Annex I hereto,
and it will be owner of, and have such title to, all other Pledged Stock
described in Section 3 hereof owned by it subject to no lien whatsoever
(except the liens created hereby and Permitted Liens);
(f) all
the shares of Pledged Stock described on Annex I hereto
have been, and all shares of Pledged Stock described in Section 3 hereof
will be, duly and validly issued for good and valuable consideration and are, or
will be, fully paid and non-assessable;
(g) the
pledge, assignment and delivery of the Pledged Stock described on Annex I hereto
creates, and the delivery of any Pledged Stock described in Section 3
hereof will create, a valid lien on, and perfected security interest in, such
Pledged Stock and the proceeds thereof, subject to no prior lien or option or
any agreement purporting to grant to any third party a prior lien on the
Stockholder's property or assets that would include such Pledged Stock (other
than the liens securing the Senior Debt); and
(h) none
of the Pledged Stock is "margin stock", as such term is defined in
Section 221.2 of Regulation U of the Board of Governors of the Federal
Reserve System.
10. Covenants. The
Stockholder covenants and agrees with the Secured Party that so long as any
Obligations are outstanding:
(a) it
will, upon the Secured Party's written request, defend the Secured Parties'
right, title and second priority (subordinate only to the liens securing the
Senior Debt) security interest in and to the Pledged Stock and the proceeds
thereof against the claims and demands of all Persons
whomsoever;
-6-
(b) it
will have or obtain promptly good title (subject to no lien whatsoever, except
the liens created by this Pledge Agreement and Permitted Liens) to and right to
pledge any other property at any time hereafter pledged to the Secured Party as
collateral security hereunder and will likewise defend the Secured Party's right
and title thereto and liens thereon;
(c) it
will not sell, assign, transfer, exchange or otherwise dispose of, or grant any
option with respect to any of the Collateral, nor will it create, incur or
permit to exist any lien with respect to any of the Collateral, any interest
therein or any proceeds thereof (except for the liens created by this Pledge
Agreement and Permitted Liens); and
(d) it
will not vote to enable any issuer of any Pledged Stock, and will not otherwise
agree to permit any issuer of any Pledged Stock, to merge or consolidate with,
or into, any other corporation other than the Stockholder or issue any stock or
other securities of any nature in addition to or in exchange or substitution for
any Pledged Stock.
11. Registration
Rights.
(a) reserved.
(b) The
Stockholder recognizes that the Secured Party may be unable to effect a public
sale of any or all of the Pledged Stock by reason of certain prohibitions
contained in the Securities Act of 1933 ("Securities Act") and
applicable state securities laws and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers who will be obliged to
agree, among other things, to acquire such securities for their own accounts for
investment and not with a view to the distribution or resale
thereof. The Stockholder acknowledges and agrees 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 the private (rather than public) nature of such sale shall be deemed
to be commercially reasonable. The Secured Party shall be under no
obligation to delay a sale of any of the Pledged Stock for the period of time
necessary to permit the issuer thereof to register such securities for public
sale under the Securities Act or under applicable state securities laws, even if
such issuer would agree to do so.
(c) The
Stockholder further agrees to do or cause to be done all such other acts and
things required to be done by it to make such sale or sales of any portion or
all of the Pledged Stock valid and binding and in compliance with any and all
applicable laws, regulations, orders, writs, injunctions, decrees or awards of
any and all courts, arbitrators or governmental instrumentalities, domestic or
foreign, having jurisdiction over any such sale or sales, all at the
Stockholder's expense. The Stockholder further agrees that a breach
of any of the covenants contained in this Section 11 will cause irreparable
injury to the Secured Party, that the Secured Party has no adequate remedy at
law in respect of such breach and, as a consequence, agrees that each and every
covenant contained in this Section 11 shall be specifically enforceable
against the Stockholder, and the Stockholder hereby waives (to the extent
permitted by applicable law) and agrees not to assert any defenses against an
action for specific performance of such covenants except for a defense that no
Event of Default has occurred.
-7-
12. Further
Assurances. The Stockholder agrees that at any time and from
time to time, on the written request of the Secured Party, the Stockholder will
execute and deliver such further documents and do such further acts and things
as the Secured Party may reasonably request in order to effectuate the purposes
of this Pledge Agreement.
13. Limitation on Secured
Party's Duty in Respect of Collateral. Beyond handling the
Pledged Shares in the same manner as if the Secured Party owned such shares, the
Secured Party shall not have any duty as to any Collateral in its possession or
control or in the possession or control of any agent or nominee of it or any
income thereon or as to the preservation of rights against prior parties or any
other rights pertaining thereto.
14. Notices. Except
as otherwise specified herein, all notices, requests, demands or other
communications related to this Pledge Agreement to or on the Stockholder or the
Secured Party shall be in writing (including teletransmissions), and shall be
given or made in accordance with the notice provisions set forth in the Loan
Agreement.
15. Severability. Any
provision of this Pledge Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
16. No Waiver, Cumulative
Remedies. The Secured Party shall not by any act, delay,
omission or otherwise be deemed to have waived any of its rights or remedies
hereunder, and no waiver shall be valid unless in writing, signed by the Secured
Party, and then only to the extent therein set forth. A waiver of any
right or remedy hereunder on any occasion shall not be construed as a bar to any
right or remedy that the Secured Party would otherwise have on any future
occasion. No failure to exercise nor any delay in exercising, on the
part of the Secured Party, any right, power or privilege hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and
remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any rights or remedies provided by law.
17. No Oral Modification,
Successors, Governing Law. None of the terms or provisions of
this Pledge Agreement may be waived, altered, modified or amended except by an
instrument in writing, duly executed by the Secured Party and the
Stockholder. This Pledge Agreement and all obligations of the
Stockholder hereunder shall be binding on its successors and assigns and shall,
together with the rights and remedies of the Secured Party hereunder, inure to
the benefit of the Secured Party and its respective successors and
assigns. This Pledge Agreement shall be governed by, and construed
and interpreted in accordance with, the laws of the State of
Illinois.
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18. Submission to Jurisdiction,
Waiver of Trial by Jury.
(a) For
purposes of any action or proceeding involving this Pledge Agreement or any
other agreement or document referred to herein, the Stockholder hereby expressly
submits to the jurisdiction of the state courts located in the State of Illinois
and courts of the United States District Court for the Northern District of
Illinois and consents that any order, process, notice of motion or other
application to or by any of said courts or a judge thereof may be served within
or without such court's jurisdiction by registered mail or by personal service,
provided a reasonable time for appearance is allowed.
(b) EACH
PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE
EXTENT PERMITTED BY APPLICABLE LAW) (i) ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS PLEDGE AGREEMENT OR ANY
OTHER DOCUMENT OR AGREEMENT REFERRED TO HEREIN, AND AGREES THAT ANY SUCH DISPUTE
SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY and (ii) ANY RIGHT TO
CONTEST THE APPROPRIATENESS OF ANY ACTION BROUGHT WITHIN THE JURISDICTION
MENTIONED IN PARAGRAPH (a) OF THIS SECTION 18 BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.
19. Fees and
Expenses. Any and all out-of-pocket fees, costs and expenses
of whatever kind or nature, including the reasonable attorneys' fees and legal
expenses incurred by the Secured Party in connection with the payment or
discharge of any taxes, counsel fees, maintenance fees, encumbrances or
otherwise protecting, maintaining or preserving the Collateral, or in defending
or prosecuting any actions or proceedings arising out of or related to the
Collateral, shall be borne and paid by the Stockholder on demand and until so
paid shall be added to the principal amount of the Obligations and shall bear
interest (calculated on the basis of 360-day year for the actual days elapsed)
from the date incurred until paid at the highest rate applicable to any of the
Obligations.
20. Counterparts. This
Pledge Agreement may be executed in any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
21. Descriptive
Headings. The captions in this Pledge Agreement are for
convenience of reference only and shall not define or limit the provisions
hereof.
22. Termination. Upon
full payment in cash and performance of the Obligations other than if a
realization of remedies hereunder has occurred, this Pledge Agreement shall
automatically be and become void and of no effect and the security interests and
liens granted herein shall be automatically released, without any further action
required by any party hereto, and, in that event, upon the request of the
Stockholder, the Secured Party covenants and agrees to promptly execute and
deliver to the Stockholder, at Stockholder's expense, instruments, documents or
agreements effective to evidence the termination of this Pledge Agreement and
the reassignment to the Stockholder of the certificates evidencing the Pledged
Stock, the undated stock powers delivered to the Secured Party and the other
Collateral held by or on behalf of the Secured Party and the rights, title,
interest, power and authority assigned herein
-9-
23. Subordination
Agreement. Notwithstanding any provision to the contrary in
this Pledge Agreement, this Pledge Agreement, the Liens and security interests
granted to the Secured Party and Lenders, at law or equity, pursuant to this
Pledge Agreement and the other Loan Documents, and the exercise of any right or
remedy by the Secured Party or any Lender hereunder are subject to the
provisions of the Subordination Agreement. Secured Party and Lenders
acknowledge and agree to be bound by the Subordination Agreement. In
the event of any conflict between the terms of the Subordination Agreement and
this Pledge Agreement or the other Loan Documents, the terms of the
Subordination Agreement shall govern. Without limiting the generality
of the foregoing, and notwithstanding anything herein to the contrary, all right
and remedies of the Secured Party and Lenders shall be subject to the terms of
the Subordination Agreement, and until the Senior Debt is paid in full, any
obligation of Corporation or any Guarantor (including, without limitation,
Stockholder) hereunder with respect to the delivery or control of any
Collateral, the notation of any lien on any certificate of title, bill of lading
or other document, the giving of any notice to any bailee or other Person, the
provision of voting rights or the obtaining of any consent of any Person shall
be deemed to be satisfied if the Corporation or such Guarantor (including,
without limitation, Stockholder) complies with the requirements of the similar
provision of the Senior Loan Agreement or the applicable Senior Debt
Document.
The
Stockholder acknowledges that the Subordination Agreement and the rights and
benefits thereof (as specific references thereto herein) inure only to the
benefit of the holders of the Senior Debt and that no other Person, including
the Corporation and Guarantors (including, without limitation, Stockholder),
shall have or be entitled to assert any rights or benefits hereunder arising
under the Subordination Agreement or by virtue of the existence of the specific
references thereto herein.
-10-
IN
WITNESS WHEREOF, the Stockholder has caused this Pledge Agreement to be duly
executed and delivered as of the date first written above.
|
CYALUME
TECHNOLOGIES
HOLDINGS,
INC.
|
|
|
By:
|
/s/ Derek Dunaway
|
|
Name: Derek
Dunaway
|
|
|
Title: Chief
Executive Officer
|
|
Signature
Page to Subordinated Stock Pledge Agreement
ANNEX I
PLEDGED
STOCK
|
Issuer
|
Class
of Stock
|
Stock
Certificate No.
|
Number
of Shares
|
|||
|
Cyalume
Technologies, Inc.
|
|
Class
A Common
|
|
CA-51
|
|
1,155.5331
|
Annex
I