STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT is made as of January 28, 1999, by and
between THE MORGAN GROUP, INC., a Delaware corporation ("Group"), MORGAN DRIVE
AWAY, INC., an Indiana corporation ("Morgan" and, together with Group, the
"Companies" and, each individually, a "Company"), and BANKBOSTON, N.A., a
national banking association, as agent (hereinafter, in such capacity, the
"Agent") for itself and the other banking institutions (hereinafter,
collectively, the "Banks") which are or may become parties to a Revolving Credit
and Term Loan Agreement dated as of January 28, 1999 (as amended and in effect
from time to time, the "Credit Agreement"), among the Companies, TDI, Inc., an
Indiana corporation ("TDI"), Morgan Finance, Inc., an Indiana corporation
("Finance" and, collectively with Morgan, TDI and Interstate, the "Borrowers"),
the Banks and the Agent.
WHEREAS, the Companies are the direct legal and beneficial owner of all
of the issued and outstanding shares of each class of the capital stock of each
of the corporations described on Annex A (the "Subsidiaries"); and
WHEREAS, it is a condition precedent to the Banks' making any loans or
otherwise extending credit to the Borrowers under the Credit Agreement that the
Companies execute and deliver to the Agent, for the benefit of the Banks and the
Agent, a pledge agreement in substantially the form hereof; and
WHEREAS, each of the Companies wishes to grant pledges and security
interests in favor of the Agent, for the benefit of the Banks and the Agent, as
herein provided;
NOW, THEREFORE, in consideration of the premises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Pledge of Stock, etc.
1.1. Pledge of Stock. Each of the Companies hereby pledges,
assigns, grants a security interest in, and delivers to the Agent, for
the benefit of the Banks and the Agent, all of the shares of capital
stock of the Subsidiaries of every class, as more fully described on
Annex A hereto, to be held by the Agent, for the benefit of the Banks
and the Agent, subject to the terms and conditions hereinafter set
forth. The certificates for such shares, accompanied by stock powers or
other appropriate instruments of assignment thereof duly executed in
blank by the applicable Company, have been delivered to the Agent.
1.2. Additional Stock. In case either of the Companies shall
acquire any additional shares of the capital stock of any Subsidiary or
corporation which is the successor of any Subsidiary, or any securities
exchangeable for or convertible into shares of such capital stock of
any class of any Subsidiary, by purchase, stock dividend, stock split
or otherwise, then such Company shall forthwith deliver to and pledge
such shares or other securities to the Agent, for the benefit of the
Banks and the Agent, under this Agreement and shall deliver to the
Agent forthwith any certificates therefor, accompanied by stock powers
or other appropriate instruments of assignment duly executed by such
Company in blank. Each of the Companies agrees that the Agent may from
time to time attach as Annex A hereto an updated list of the shares of
capital stock or securities at the time pledged with the Agent
hereunder.
1.3. Pledge of Cash Collateral Account. Each of the Companies
also hereby pledges, assigns, grants a security interest in, and
delivers to the Agent, for the benefit of the Banks and the Agent, the
Cash Collateral Account and all of the Cash Collateral as such terms
are hereinafter defined.
2. Definitions. The term "Obligations" and all other capitalized terms
used herein without definition shall have the respective meanings provided
therefor in the Credit Agreement. Terms used herein and not defined in the
Credit Agreement or otherwise defined herein that are defined in the Uniform
Commercial Code of the Commonwealth of Massachusetts have such defined meanings
herein, unless the context otherwise indicated or requires, and the following
terms shall have the following meanings:
Cash Collateral. See ss.4.
Cash Collateral Account. See ss.4.
Stock. Includes the shares of stock described in Annex A attached
hereto and any additional shares of stock at the time pledged with the Agent
hereunder.
Stock Collateral. The property at any time pledged to the Agent
hereunder (whether described herein or not) and all income therefrom, increases
therein and proceeds thereof, including without limitation that included in Cash
Collateral, but excluding from the definition of "Stock Collateral" any income,
increases or proceeds received by the Companies to the extent expressly
permitted by ss.6.
Time Deposits. See ss.4.
3. Security for Obligations. This Agreement and the security interest
in and pledge of the Stock Collateral hereunder are made with and granted to the
Agent, for the benefit of the Banks and the Agent, as security for the payment
and performance in full of all the Obligations.
4. Liquidation, Recapitalization, etc.
4.1. Distributions Paid to Agent. Any sums or other property
paid or distributed upon or with respect to any of the Stock, whether
by dividend or redemption or upon the liquidation or dissolution of the
issuer thereof or otherwise, shall, except as provided in the Credit
Agreement and to the limited extent provided in ss.6, be paid over and
delivered to the Agent to be held by the Agent, for the benefit of the
Banks and the Agent, as security for the payment and performance in
full of all of the Obligations. In case, pursuant to the
recapitalization or reclassification of the capital of the issuer
thereof or pursuant to the reorganization thereof, any distribution of
capital shall be made on or in respect of any of the Stock or any
property shall be distributed upon or with respect to any of the Stock,
the property so distributed shall be delivered to the Agent, for the
benefit of the Banks and the Agent, to be held by it as security for
the Obligations. Except (a) as provided in the Credit Agreement, and
(b) to the limited extent provided in ss.6, all sums of money and
property paid or distributed in respect of the Stock, whether as a
dividend or upon such a liquidation, dissolution, recapitalization or
reclassification or otherwise, that are received by any Company shall,
until paid or delivered to the Agent, be held in trust for the Agent,
for the benefit of the Banks and the Agent, as security for the payment
and performance in full of all of the Obligations.
4.2. Cash Collateral Account. All sums of money that are
delivered to the Agent pursuant to this ss.4 shall be deposited into an
interest bearing account with the Agent (the "Cash Collateral
Account"). Some or all of the funds from time to time in the Cash
Collateral Account may be invested in time deposits, including, without
limitation, certificates of deposit issued by the Agent (such
certificates of deposit or other time deposits being hereinafter
referred to, collectively, as "Time Deposits"), that are satisfactory
to the Agent after consultation with the Companies, provided, that, in
each such case, arrangements satisfactory to the Agent are made and are
in place to perfect and to insure the first priority of the Agent's
security interest therein. Interest earned on the Cash Collateral
Account and on the Time Deposits, and the principal of the Time
Deposits at maturity that is not invested in new Time Deposits, shall
be deposited in the Cash Collateral Account. The Cash Collateral
Account, all sums from time to time standing to the credit of the Cash
Collateral Account, any and all Time Deposits, any and all instruments
or other writings evidencing Time Deposits and any and all proceeds or
any thereof are hereinafter referred to as the "Cash Collateral."
4.3. Company's Rights to Cash Collateral, etc. Except as
otherwise expressly provided in ss.15, the Companies shall have no
right to withdraw sums from the Cash Collateral Account, to receive any
of the Cash Collateral or to require the Agent to part with the Agent's
possession of any instruments or other writings evidencing any Time
Deposits.
5. Warranty of Title; Authority. Each of the Companies hereby
represents and warrants that: (a) such Company has good and marketable title to,
and is the sole record and beneficial owner of, the Stock described in ss.1,
subject to no pledges, liens, security interests, charges, options, restrictions
or other encumbrances except the pledge and security interest created by this
Agreement, (b) all of the Stock described in ss.1 is validly issued, fully paid
and non-assessable, (c) such Company has full power, authority and legal right
to execute, deliver and perform its obligations under this Agreement and to
pledge and grant a security interest in all of the Stock Collateral pursuant to
this Agreement, and the execution, delivery and performance hereof and the
pledge of and granting of a security interest in the Stock Collateral hereunder
have been duly authorized by all necessary corporate or other action and do not
contravene any law, rule or regulation or any provision of such Company's
charter documents or by-laws or of any judgment, decree or order of any tribunal
or of any agreement or instrument to which such Company is a party or by which
it or any of its property is bound or affected or constitute a default
thereunder, and (d) the information set forth in Annex A hereto relating to the
Stock is true, correct and complete in all respects. Each of the Companies
covenants that it will defend the rights of the Banks and the Agent and security
interest of the Agent, for the benefit of the Banks and the Agent, in such Stock
against the claims and demands of all other persons whomsoever. Each of the
Companies further covenants that it will have the like title to and right to
pledge and grant a security interest in the Stock Collateral hereafter pledged
or in which a security interest is granted to the Agent hereunder and will
likewise defend the rights, pledge and security interest thereof and therein of
the Banks and the Agent.
6. Dividends, Voting, etc., Prior to Maturity. So long as no Default or
Event of Default shall have occurred and be continuing, the Companies shall be
entitled to receive all cash dividends paid in respect of the Stock, to vote the
Stock and to give consents, waivers and ratifications in respect of the Stock;
provided, however, that no vote shall be cast or consent, waiver or ratification
given by any Company if the effect thereof would impair any of the Stock
Collateral or be inconsistent with or result in any violation of any of the
provisions of the Credit Agreement or any of the other Loan Documents. All such
rights of the Companies to receive cash dividends shall cease in case an Event
of Default shall have occurred and be continuing. All such rights of the
Companies to vote and give consents, waivers and ratifications with respect to
the Stock shall, at the Agent's option, as evidenced by the Agent's notifying
the Companies of such election, cease in case an Event of Default shall have
occurred and be continuing.
7. Remedies.
7.1. In General. If an Event of Default shall have occurred
and be continuing, the Agent shall thereafter have the following rights
and remedies (to the extent permitted by applicable law) in addition to
the rights and remedies of a secured party under the Uniform Commercial
Code of the Commonwealth of Massachusetts, all such rights and remedies
being cumulative, not exclusive, and enforceable alternatively,
successively or concurrently, at such time or times as the Agent deems
expedient:
(a) if the Agent so elects and gives notice of such
election to the Companies, the Agent may vote any or all
shares of the Stock (whether or not the same shall have been
transferred into its name or the name of its nominee or
nominees) for any lawful purpose, including, without
limitation, if the Agent so elects, for the liquidation of the
assets of the issuer thereof, and give all consents, waivers
and ratifications in respect of the Stock and otherwise act
with respect thereto as though it were the outright owner
thereof (each of the Companies hereby irrevocably constituting
and appointing the Agent the proxy and attorney-in-fact of
such Company, with full power of substitution, to do so);
(b) the Agent may demand, sue for, collect or make
any compromise or settlement the Agent deems suitable in
respect of any Stock Collateral;
(c) the Agent may sell, resell, assign and deliver,
or otherwise dispose of any or all of the Stock Collateral,
for cash or credit or both and upon such terms at such place
or places, at such time or times and to such entities or other
persons as the Agent thinks expedient, all without demand for
performance by the Companies or any notice or advertisement
whatsoever except as expressly provided herein or as may
otherwise be required by law;
(d) the Agent may cause all or any part of the Stock
held by it to be transferred into its name or the name of its
nominee or nominees; and
(e) the Agent may set off against the Obligations any
and all sums deposited with it or held by it, including
without limitation, any sums standing to the credit of the
Cash Collateral Account and any Time Deposits issued by the
Agent.
7.2. Sale of Stock Collateral. In the event of any disposition
of the Stock Collateral as provided in clause (c) of ss.7.1, the Agent
shall give to the Companies at least ten Business Days prior written
notice of the time and place of any public sale of the Stock Collateral
or of the time after which any private sale or any other intended
disposition is to be made. Each of the Companies hereby acknowledges
that ten Business Days prior written notice of such sale or sales shall
be reasonable notice. The Agent may enforce its rights hereunder
without any other notice and without compliance with any other
condition precedent now or hereunder imposed by statute, rule of law or
otherwise (all of which are hereby expressly waived by each of the
Companies, to the fullest extent permitted by law). The Agent may buy
any part or all of the Stock Collateral at any public sale and if any
part or all of the Stock Collateral is of a type customarily sold in a
recognized market or is of the type which is the subject of widely-
distributed standard price quotations, the Agent may buy at private
sale and may make payments thereof by any means. The Agent may apply
the cash proceeds actually received from any sale or other disposition
to the reasonable expenses of retaking, holding, preparing for sale,
selling and the like, to reasonable attorneys' fees, travel and all
other expenses which may be incurred by the Agent in attempting to
collect the Obligations or to enforce this Agreement or in the
prosecution or defense of any action or proceeding related to the
subject matter of this Agreement, and then to the Obligations pursuant
to ss.14 of the Credit Agreement. To the extent that any of the
Obligations are to be paid or performed by a person other than any
Company, each of the Companies waives and agrees not to assert any
rights or privileges which it may have under ss.9-112 of the Uniform
Commercial Code of the Commonwealth of Massachusetts.
7.3. Registration of Stock. If the Agent shall determine to
exercise its right to sell any or all of the Stock pursuant to this
ss.7, and if in the opinion of counsel for the Agent it is necessary,
or if in the reasonable opinion of the Agent it is advisable, to have
the Stock, or that portion thereof to be sold, registered under the
provisions of the Securities Act of 1933, as amended (the
"Securities Act"), each of the Companies agrees to use its best efforts
to cause the issuer or issuers of the Stock contemplated to be sold, to
execute and deliver, and cause the directors and officers of such
issuer to execute and deliver, all at the Companies' expense, all such
instruments and documents, and to do or cause to be done all such other
acts and things as may be necessary or, in the reasonable opinion of
the Agent, advisable to register such Stock under the provisions of the
Securities Act and to cause the registration statement relating thereto
to become effective and to remain effective for a period of 9 months
from the date such registration statement became effective, and to make
all amendments thereto or to the related prospectus or both that, in
the reasonable opinion of the Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules
and regulations of the Securities and Exchange Commission applicable
thereto. Each of the Companies agrees to use its best efforts to cause
such issuer or issuers to comply with the provisions of the securities
or "Blue Sky" laws of any jurisdiction which the Agent shall designate
and to cause such issuer or issuers to make available to its security
holders, as soon as practicable, an earnings statement (which need not
be audited) which will satisfy the provisions of Section 11(a) of the
Securities Act.
7.4. Private Sales. Each of the Companies recognizes that the
Agent may be unable to effect a public sale of the Stock by reason of
certain prohibitions contained in the Securities Act, federal banking
laws, and other applicable laws, but may be compelled to resort to one
or more private sales thereof to a restricted group of purchasers. Each
of the Companies agrees that any such private sales may be at prices
and other terms less favorable to the seller than if sold at public
sales and that such private sales shall not by reason thereof be deemed
not to have been made in a commercially reasonable manner. The Agent
shall be under no obligation to delay a sale of any of the Stock for
the period of time necessary to permit the issuer of such securities to
register such securities for public sale under the Securities Act, or
such other federal banking or other applicable laws, even if the issuer
would agree to do so. Subject to the foregoing, the Agent agrees that
any sale of the Stock shall be made in a commercially reasonable
manner, and each of the Companies agrees to use its best efforts to
cause the issuer or issuers of the Stock contemplated to be sold, to
execute and deliver, and cause the directors and officers of such
issuer to execute and deliver, all at the Companies' expense, all such
instruments and documents, and to do or cause to be done all such other
acts and things as may be necessary or, in the reasonable opinion of
the Agent, advisable to exempt such Stock from registration under the
provisions of the Securities Act, and to make all amendments to such
instruments and documents which, in the opinion of the Agent, are
necessary or advisable, all in conformity with the requirements of the
Securities Act and the rules and regulations of the Securities and
Exchange Commission applicable thereto. Each of the Companies further
agrees to use its best efforts to cause such issuer or issuers to
comply with the provisions of the securities or "Blue Sky" laws of any
jurisdiction which the Agent shall designate and, if required, to cause
such issuer or issuers to make available to its security holders, as
soon as practicable, an earnings statement (which need not be audited)
which will satisfy the provisions of Section 11(a) of the Securities
Act.
7.5. Companies' Agreements, etc. Each of the Companies further
agrees to do or cause to be done all such other acts and things as may
be reasonably necessary to make any sales of any portion or all of the
Stock pursuant to this ss.7 valid and binding and in compliance with
any and all applicable laws (including, without limitation, the
Securities Act, the Securities Exchange Act of 1934, as amended, the
rules and regulations of the Securities and Exchange Commission
applicable thereto and all applicable state securities or "Blue Sky"
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 Companies' expense. Each of the Companies further agrees
that a breach of any of the covenants contained in this ss.7 will cause
irreparable injury to the Agent and the Banks, that the Agent and the
Banks have no adequate remedy at law in respect of such breach and, as
a consequence, agrees that each and every covenant contained in this
ss.7 shall be specifically enforceable against the Companies by the
Agent and each of the Companies hereby waives and agrees not to assert
any defenses against an action for specific performance of such
covenants.
8. Marshalling. Neither the Agent nor any Bank shall be required to
marshal any present or future collateral security for (including but not limited
to this Agreement and the Stock Collateral), or other assurances of payment of,
the Obligations or any of them, or to resort to such collateral security or
other assurances of payment in any particular order. All of the Agent's rights
hereunder and of the Banks and the Agent in respect of such collateral security
and other assurances of payment shall be cumulative and in addition to all other
rights, however existing or arising. To the extent that it lawfully may, each of
the Companies hereby agrees that it will not invoke any law relating to the
marshalling of collateral that might cause delay in or impede the enforcement of
the Agent's rights under this Agreement or under any other instrument evidencing
any of the Obligations or under which any of the Obligations is outstanding or
by which any of the Obligations is secured or payment thereof is otherwise
assured, and to the extent that it lawfully may each of the Companies hereby
irrevocably waives the benefits of all such laws.
9. Company's Obligations Not Affected. The obligations of each of the
Companies hereunder shall remain in full force and effect without regard to, and
shall not be impaired by (a) any exercise or nonexercise, or any waiver, by the
Agent or any Bank of any right, remedy, power or privilege under or in respect
of any of the Obligations or any security thereof (including this Agreement);
(b) any amendment to or modification of the Credit Agreement, the other Loan
Documents or any of the Obligations; (c) any amendment to or modification of any
instrument (other than this Agreement) securing any of the Obligations,
including, without limitation, any of the Security Documents; or (d) the taking
of additional security for, or any other assurances of payment of, any of the
Obligations or the release or discharge or termination of any security or other
assurances of payment or performance for any of the Obligations; whether or not
the Companies shall have notice or knowledge of any of the foregoing.
10. Transfer, etc., by Companies. Without the prior written consent of
the Agent, the Companies will not sell, assign, transfer or otherwise dispose
of, grant any option with respect to, or pledge or grant any security interest
in or otherwise encumber or restrict any of the Stock Collateral or any interest
therein, except for the pledge thereof and security interest therein provided
for in this Agreement.
11. Further Assurances. Each of the Companies will do all such acts,
and will furnish to the Agent all such financing statements, certificates, legal
opinions and other documents and will obtain all such governmental consents and
corporate approvals and will do or cause to be done all such other things as the
Agent may reasonably request from time to time in order to give full effect to
this Agreement and to secure the rights of the Banks and the Agent hereunder,
all without any cost or expense to the Agent or any Bank. If the Agent so
elects, a photocopy of this Agreement may at any time and from time to time be
filed by the Agent as a financing statement in any recording office in any
jurisdiction.
12. Agent's Exoneration. Under no circumstances shall the Agent be
deemed to assume any responsibility for or obligation or duty with respect to
any part or all of the Stock Collateral of any nature or kind or any matter or
proceedings arising out of or relating thereto, other than (a) to exercise
reasonable care in the physical custody of the Stock Collateral and (ii) after
an Event of Default shall have occurred and be continuing to act in a
commercially reasonable manner. Neither the Agent nor any Bank shall be required
to take any action of any kind to collect, preserve or protect its or the
Companies' rights in the Stock Collateral or against other parties thereto. The
Agent's prior recourse to any part or all of the Stock Collateral shall not
constitute a condition of any demand, suit or proceeding for payment or
collection of any of the Obligations.
13. No Waiver, etc. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated except by a written instrument
expressly referring to this Agreement and to the provisions so modified or
limited, and executed by the Agent, with the consent of the Majority Banks, and
each of the Companies. No act, failure or delay by the Agent shall constitute a
waiver of its rights and remedies hereunder or otherwise. No single or partial
waiver by the Agent of any default or right or remedy that it may have shall
operate as a waiver of any other default, right or remedy or of the same
default, right or remedy on a future occasion. Each of the Companies hereby
waives presentment, notice of dishonor and protest of all instruments, included
in or evidencing any of the Obligations or the Stock Collateral, and any and all
other notices and demands whatsoever (except as expressly provided herein or in
the Credit Agreement).
14. Notice, etc. All notices, requests and other communications
hereunder shall be made in the manner set forth in ss.21 of the Credit
Agreement.
15. Termination. Upon final payment and performance in full of the
Obligations, this Agreement shall terminate and the Agent shall, at the
Companies' request and expense, return such Stock Collateral in the possession
or control of the Agent as has not theretofore been disposed of pursuant to the
provisions hereof, together with any moneys and other property at the time held
by the Agent hereunder.
16. Overdue Amounts. Until paid, all amounts due and payable by the
Companies hereunder shall be a debt secured by the Stock Collateral and shall
bear, whether before or after judgment, interest at the rate of interest for
overdue principal set forth in the Credit Agreement.
17. Governing Law; Consent to Jurisdiction. THIS AGREEMENT IS INTENDED
TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. Each of the
Companies Company agrees that any suit for the enforcement of this Agreement may
be brought in the courts of the Commonwealth of Massachusetts or any federal
court sitting therein and consents to the non-exclusive jurisdiction of such
court and to service of process in any such suit being made upon the Companies
by mail at the address specified in ss.21 of the Credit Agreement. Each of the
Companies hereby waives any objection that it may now or hereafter have to the
venue of any such suit or any such court or that such suit is brought in an
inconvenient court.
18. Waiver of Jury Trial. EACH OF THE COMPANIES WAIVES ITS RIGHT TO A
JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE
PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, each
of the Companies waives any right which it may have to claim or recover in any
litigation referred to in the preceding sentence any special, exemplary,
punitive or consequential damages or any damages other than, or in addition to,
actual damages. Each of the Companies (a) certifies that neither the Agent or
any Bank nor any representative, agent or attorney of the Agent or any Bank has
represented, expressly or otherwise, that the Agent or any Bank would not, in
the event of litigation, seek to enforce the foregoing waivers and (b)
acknowledges that, in entering into the Credit Agreement and the other Loan
Documents to which the Agent is a party, the Agent and the Banks are relying
upon, among other things, the waivers and certifications contained in this
ss.18.
19. Miscellaneous. The headings of each section of this Agreement are
for convenience only and shall not define or limit the provisions thereof. This
Agreement and all rights and obligations hereunder shall be binding upon the
Companies and their respective successors and assigns, and shall inure to the
benefit of the Agent and the Banks and their respective successors and assigns.
If any term of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity of all other terms hereof shall be in no way
affected thereby, and this Agreement shall be construed and be enforceable as if
such invalid, illegal or unenforceable term had not been included herein. Each
of the Companies acknowledges receipt of a copy of this Agreement.
IN WITNESS WHEREOF, intending to be legally bound, each of the
Companies and the Agent have caused this Agreement to be executed as of the date
first above written.
THE MORGAN GROUP, INC.
By: /s/ Dennis R. Duerksen
Name: Dennis R. Duerksen
Title: CFO
MORGAN DRIVE AWAY, INC.
By: /s/ Dennis R. Duerksen
Name: Dennis R. Duerksen
Title: CFO
BANKBOSTON, N.A., as Agent
By: /s/ Katherine A. Brand
Name: Katherine A. Brand
Title: Vice President
The undersigned Subsidiaries hereby join in the above Agreement for the
sole purpose of consenting to and being bound by the provisions of ss.ss.4.1, 6
and 7 thereof, the undersigned hereby agreeing to cooperate fully and in good
faith with the Agent and the Companies in carrying out such provisions.
MORGAN DRIVE AWAY, INC.
By: /s/ Dennis R. Duerksen
Name: Dennis R. Duerksen
Title: CFO
TDI, INC.
By: /s/ Dennis R. Duerksen
Name: Dennis R. Duerksen
Title: CFO
INTERSTATE INDEMNITY COMPANY
By: /s/ Dennis R. Duerksen
Name: Dennis R. Duerksen
Title: President
MORGAN FINANCE, INC.
By: /s/ Dennis R. Duerksen
Name: Dennis R. Duerksen
Title: CFO
MDA CORP.
By: /s/ John A. Anderson
Name: John A. Anderson
Title: President
TRANSPORT SERVICES UNLIMITED, INC.
By: /s/ Dennis R. Duerksen
Name: Dennis R. Duerksen
Title: CFO
-1-
ANNEX A TO PLEDGE AGREEMENT
None of the issuers has any authorized, issued or outstanding shares of
its capital stock of any class or any commitments to issue any shares of its
capital stock of any class or any securities convertible into or exchangeable
for any shares of its capital stock of any class except as otherwise stated in
this Annex A.
Number of Number of Number of Par or
Record Class of Authorized Issued Outstanding Liquidation
Issuer Owner Shares Shares Shares Shares Value
------ ------ -------- ---------- ---------- ----------- --------
Morgan Drive The Morgan Class A 10,000,000 2,000,000 2,000,000 $ .05
Away, Inc. Group, Inc.
TDI, Inc. The Morgan Common 1,000 100 100 no par
Group, Inc.
Interstate The Morgan Common 100 100 100 $1,000.00
Indemnity Company Group, Inc.
Morgan Finance, Morgan Drive Common 1,000 1,000 1,000 no par
Inc. Away, Inc.
MDA Corp. Morgan Drive Common 100,000 100 100 no par
Away, Inc.
Transport Morgan Drive Common 1,000 100 100 no par
Services Away, Inc.
Unlimited, Inc.