SHARES PLEDGE
between
GASI ENGINE SERVICES CORPORATION, a corporation organized under the laws of
the state of Delaware and having its principal office at 4590 N.W. 36th St.,
Bldg 23 Miami, Florida 33122 (hereinafter referred to as THE PLEDGOR);
and
THE BANK OF NEW YORK COMMERCIAL CORPORATION, having an office at 1290 Avenue
of the Americas, New York, New York 10104 as agent under the Sharing Agreement
(as hereafter defined) for the Lenders, Trustee and the Holders of Securities
(as each is defined therein) (in such capacity, THE AGENT).
________________
CONSIDERING THAT the Agent has required the transfer to it or its nominees of
the Pledged Securities (as hereinafter defined) and the execution by the Company
and Pledgor of this Deed, in security of the obligations of the Company and
Pledgor to (INTER ALIA) the Banks under the Agreement and the Note Holders
under the Indenture (all as defined below).
NOW IT IS HEREBY PROVIDED AND DECLARED THAT:
1. INTERPRETATION
(1) In this Deed:
AGREEMENTS means the Fourth Amended and Restated Revolving Credit
and Security Agreement dated as of this date between INTER ALIA
the Company and Pledgor, Greenwich Air Services, Inc., Gas Turbine
Corporation, Greenwich Turbine, Inc., GASI Engine Services
Corporation, McAllen Components, L.P. and Greenwich Air Services -
Texas, L.P. the Lenders (as defined therein), and the Agent (the
Loan Agreement; and (b) the Indenture, dated as of this date between
Greenwich Air Services, Inc., the Subsidiary guarantors (as defined
therein) and the Note Trustee (the INDENTURE);
LENDERS shall mean: (a) the Lenders as defined in the Agreement
and (b) the holders of the Securities as defined in the Indenture;
DEFAULT RATE is as defined in Section 3.1 of the Agreement;
GUARANTY is the guaranty dated as of this date issued by Pledgor
to Agent of the obligations of Greenwich Caledonian Limited
(Caledonian) to the Lenders under the Receivable Credit Agreement
dated as of this date among Caledonian, Agent and Lenders.
INDEBTEDNESS is as defined in each Agreement and shall include,
without limitation, the Securities held by the Note Holders (as
herein defined);
NOTE HOLDERS are the holders of ____% senior notes of Greenwich
Air Services, Inc. due 2006 (the Notes) issued pursuant to the
Indenture referred to in the definition of the Agreement;
NOTE TRUSTEE is American Stock Transfer & Trust Company;
PLEDGED SECURITIES means the securities described in paragraph (a)
of the SCHEDULE hereto which are to be transferred, or which have
been transferred, to the Agent or its nominees, and the securities,
monies, assets, rights and powers described in paragraphs (b) and
(c) of the SCHEDULE hereto and all other securities (if any) which
are hereafter transferred or delivered to the Agent to be held
subject to the terms and conditions of this Deed; and
SECURED OBLIGATIONS shall mean and include:
(i) any and all of Pledgor's indebtedness and/or liabilities to the
Agent or the Lenders of every kind, nature and description, direct
or indirect, secured or unsecured, joint, several, joint and
several, absolute or contingent, due or to become due, now existing
or hereafter arising, contractual or tortious, liquidated or
unliquidated, under the Loan Agreement and the Guaranty and all
obligations of the Company and Pledgor to the Agent or Lenders to
perform acts or refrain from taking any action under the Loan
Agreement; and
(ii) any and all of the Company's and Pledgor's Indebtedness and/or
liabilities to the Agent, the Note Trustee or the Note Holders of
every kind, nature and description, direct or indirect, secured or
unsecured,
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joint, several, joint and several, absolute and contingent, due or
to become due, now existing or hereafter arising, contractual or
tortious, liquidated or unliquidated, under the Indenture, the
Subsidiary Guarantees and the Notes;
SHARING AGREEMENT means the Collateral Sharing Agreement dated as
of this date among Agent, Note Trustee and Agent, as collateral
agent.
(2) Unless otherwise stated, terms and expressions defined in the
Agreement shall have the same meaning herein.
(3) The expressions THE COMPANY AND PLEDGOR, THE AGENT, THE LENDERS,
the Note Trustee and the Note Holders shall include the successors,
assignees and transferees of the Company and Pledgor, the Agent, the
Lenders; the Note Trustee and the Note Holders and, in the case of
the Agent shall include any person for the time being the Agent
under the Sharing Agreement.
(4) Unless any provision of this Deed or the context otherwise requires,
any reference herein to any statute or any section of any statute
shall be deemed to include a reference to any statutory modification
or re-enactment thereof for the time being in force.
(5) In this Deed the singular includes the plural and vice versa.
Clause headings are for convenience of reference only.
(6) Any reference in this Deed to a document of any kind whatsoever
(including this Deed) is to that document as amended or varied or
supplemented or novated or substituted from time to time.
(7) Except as otherwise expressly provided for above, the provisions of
the Agreement shall apply hereto, MUTATIS MUTANDIS, as if the same
had been set out in full herein.
2. OBLIGATION TO PAY
The Company and Pledgor undertakes to the Agent that it will pay or
discharge the Secured Obligations to the Agent and/or the Note
Holders; as the case may be direct on the due date therefore in
accordance with the terms of the Agreement, the Indenture or any
other document evidencing the Indebtedness of the Company and
Pledgor.
3. SECURITY
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(1) In security of the Secured Obligations the Company and Pledgor
hereby assigns to the Agent as for the Lenders, the Note Trustee and
the Note Holders its whole right, title, interest and benefit in and
to the Pledged Securities.
(2) The Agent hereby acknowledges that, notwithstanding any transfer or
delivery to EX FACIE absolutely of Pledged Securities and any
registration of Pledged Securities in the name of the Agent or any
person holding to the order of the Agent, or the custody thereof by
the Agent of any such person, Pledged Securities are and shall truly
be held by it as security for the payment of the Secured Obligations
on the terms and conditions of this Deed.
4. UNDERTAKINGS
(1) The Company and Pledgor undertakes forthwith to transfer to the
Agent or its nominees, by duly stamped transfer, such of the Pledged
Securities as at the date hereof have not been so transferred and to
issue certificates representing the Pledged Securities in the name
of the Agent or such nominee as appropriate.
(2) The Company and Pledgor shall for so long as this security is in
force pay duly and promptly all calls which may from time to time be
made in respect of any unpaid monies under any Pledged Securities
and/or any other monies which it may lawfully be required to pay in
respect of any Pledged Securities, and in case of default the Agent
may, if it thinks fit, make such payments on behalf of the Company
and Pledgor.
(3) Any monies expended by the Agent under these provisions shall be
deemed to be properly paid by the Agent, and the Company and Pledgor
shall reimburse the Agent on demand, and such monies shall pending
reimbursement constitute a part of the Secured Obligations.
5. WARRANTIES
The Company and Pledgor hereby warrants, represents and undertakes
that subject to this Deed (a) it is and will remain the sole owner
of the Pledged Securities, (b) it has not transferred, assigned,
pledged or in any way encumbered and hereby covenants that it will
not transfer, assign, pledge or otherwise encumber hereafter the
whole or any part of the Pledged Securities or any interest therein
to anyone other than the Agent and (c) the Pledged Securities
represent and will continue to
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represent no less than 65% of the share capital of Greenwich
Caledonian Limited.
6. VOTING RIGHTS, DIVIDENDS, ETC.
(1) If the Pledged Securities shall entitle the holder thereof to rights
to subscribe for any other securities, then the Company and Pledgor
shall do all acts and things and execute such documents (including
such deed or deeds supplemental hereto) as the Agent may require so
as to effect a fixed security in favor of the Agent (as trustee
aforesaid) over such Pledged Securities when issued.
(2) Subject to Clauses 6(3) and 8(2) the Company and Pledgor shall be
entitled to exercise any and all voting rights pertaining to the
Pledged Securities or any part thereof and to receive and retain any
and all cash dividends paid in respect of the Pledged Securities in
accordance with the provisions of the Agreement. If the Agent
receives due notice not less than 7 days before the proposed
exercise of any such voting rights by the Company and Pledgor (or
such lesser period as the Agent may agree), and if the Company and
Pledgor is entitled hereunder to exercise such rights, the Agent
shall procure its nominee to execute and deliver such documents as
the Company and Pledgor may reasonably require in order to enable
such rights to be so exercised.
(3) This Deed shall take effect so that:
(a) prior to any enforcement of this security all rights attached
to the Pledged Securities shall be exercisable only in the
interests of the Company and Pledgor in accordance with the
Company's and Pledgor's instructions, apart from the exercise
of any such right for the purpose of preserving this security
in accordance with the provisions hereof; and
(b) upon any enforcement of this security all rights attached to
the Pledged Securities shall be exercisable by the Agent for
the purpose of enforcing this security and otherwise in
accordance with Clause 6(3)(a), to the intent that nothing
contained herein or in any other Agreements shall give or is
intended to have the effect of giving control of Greenwich
Caledonian Limited to the Agent or the Lenders, otherwise than
on enforcement of this security.
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(4) The Agent may after notifying the Company and Pledgor of its
intention to do so, but shall not be obliged to, pay any calls or
other sums that may be or become due in respect of any of the
securities for the time being the subject of this Deed (including,
without limitation, the Pledged Securities) and the Company and
Pledgor undertakes to pay to the Agent on written demand to the
Company and Pledgor such sums so paid by the Agent together with
interest thereon at the Default Rate from the date of demand by the
Agent to the date of payment by the Company and Pledgor. Such sums
and interest shall be secured by this Deed.
7. LIABILITY TO PERFORM
It is expressly agreed that, notwithstanding anything to the
contrary herein contained, the Company and Pledgor shall remain
liable to observe and perform all of the conditions and obligations
assumed by it in respect of the Pledged Securities and due Agent
shall be under no obligation or liability by reason of or arising
out of this Deed. The Agent shall not be required in any manner to
perform or fulfill any obligations of the Company and Pledgor in
respect of the Pledged Securities.
8. ENFORCEMENT
(1) At any time after the occurrence and during the continuance of an
Event of Default then, if and for so long as the Agent is, or is
entitled to be registered as the holder of the Pledged Securities in
the register of members of Greenwich Caledonian Limited this
security may be enforced, subject to the provisions of the Sharing
Agreement in the following manner [STANDSTILL?]:
(a) the Agent shall become entitled to sell, call in, collect or
convert into money any Pledged Securities with full power on
giving notice to the Company and Pledgor to such effect to
sell any of the same either together or in parcels and either
by public auction or private contract and for such
consideration (whether in cash, securities or other assets and
whether deferred or not) as the Agent may think fit and with
full power to buy in or rescind or vary any contract of sale
of Pledged Securities or any part thereof and to resell the
same without being responsible for any loss which may be
occasioned thereby and with full power to compromise and
effect compositions and for the purposes aforesaid or any of
them to execute and do all such assurances and things as it
shall think fit;
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(b) the Agent shall become entitled to apply all or any monies
received or held by it in respect of the Pledged Securities in
respect of the exercise of any of its rights in relation
thereto in accordance with Clause 9; and
(c) the Company and Pledgor shall on demand execute and do all
such transfers, assurances and things which the Agent may
require for perfecting its title to any Pledged Securities or
for vesting the same in the Agent or its nominees or any
purchaser.
(2) After this security has become enforceable:
(a) all rights of the Company and Pledgor to exercise the voting
rights which it would otherwise be entitled to exercise and to
receive the dividends and other payments which it would
otherwise be authorized to receive and retain pursuant to
Clause 6(b) shall cease, and, if and so long as the Agent is,
or is entitled to be, registered as the holder of the Pledged
Securities in the register of members of Greenwich Caledonian
Limited all such rights shall thereupon become vested in the
Agent which shall have the sole right to exercise such voting
rights and to receive and hold as Pledged Securities such
dividends and interest payments; and
(b) all dividends and other payments which are received by the
Company and Pledgor contrary to the provisions of Clause
8(2)(a) shall, if and for so long as the Agent is entitled to
be registered as the holder of the Pledged Securities in the
register of members of Greenwich Caledonian Limited, be
received in, and be declared by the Company and Pledgor to be
subject to a trust for the benefit of the Agent, and shall be
segregated from other funds of the Company and Pledgor and
forthwith be paid over to the Agent,
to the intent that the Agent shall be entitled to exercise such rights and
receive such payments only for the purpose of protecting or enforcing the
security constituted hereby.
(3) The Agent shall incur no liability to the Company and Pledgor in the
event of an overrealization of Pledged Securities or any of them or
from any error or omission in the administration thereof.
9. APPLICATION OF ENFORCEMENT MONIES
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(1) All monies received by the Agent under or by virtue of this Deed
following enforcement of the security hereby granted shall be
applied, subject to the claim of any creditors ranking in priority
to or PAR PASSU with the claims of the Agent hereunder, in manner
set out in the Sharing Agreement.
(2) Nothing contained in this Deed shall limit the right of the Agent
(and the Company and Pledgor acknowledges that the Agent is so
entitled) if and for so long as the Agent, in its discretion shall
consider it appropriate, to place all or any monies arising from the
enforcement of the security hereby granted into a suspense account,
without any obligation to apply the same or any part thereof in or
towards the discharge of any Secured Obligation.
10. RECONVEYANCE
Upon payment in full of all Secured Obligations, the Agent shall
transfer to the Company and Pledgor at the Company's and Pledgor's
expense, and the Company and Pledgor shall accept the transfer of,
all Pledged Securities then held by or to the order of the Agent and
the Agent shall co-operate in procuring the registration of such
Pledged Securities in the name of the Company and Pledgor or as it
shall direct.
11. PROTECTION OF SECURITY
(1) The security created by this Deed shall be a continuing security
notwithstanding any settlement of account or other matter or thing
whatsoever, and in particular (but without prejudice to the
generality of the foregoing) shall not be considered satisfied by an
intermediate repayment or satisfaction of part only of the Secured
Obligations and shall continue in full force and effect until total
and irrevocable satisfaction of all the Secured Obligation.
(2) The security created by this Deed shall be in addition to and shall
not in any way prejudice or be prejudiced by any collateral or other
security, right or remedy which the Agent may now or at any time
hereafter hold for all or any part of the Secured Obligations.
(3) No failure on the part of the Agent or any Lender to exercise and no
delay on its part in exercising any right, remedy, power or
privilege under or pursuant to this Deed or any other document
relating to or securing all or any part of the Secured Obligations
will operate
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as a waiver thereof, nor will any single or partial exercise of any
right or remedy preclude any other or further exercise thereof or
the exercise of any other right or remedy. The rights and remedies
provided in this Deed and any such other document are cumulative and
not exclusive of any right or remedies provided by law.
(4) Each of the provisions in this Deed shall be severable and distinct
from one another and if at any time any one or more of such
provisions is or becomes or is declared null and void, invalid,
illegal or unenforceable in any respect under any law or otherwise
howsoever the validity, legality and unenforceability of the
remaining provisions hereof shall not in any way be affected or
impaired thereby.
(5) If any of the Agent, the Lender, the Note Trustee or the Note
Holders receives or is deemed to be affected by notice whether
actual or constructive of any subsequent security or other interest
affecting any part of the Pledged Securities and/or the proceeds or
sale thereof, any of the Agent, the Lender, the Note Trustee or the
Note Holders may open a new account or accounts with the Company and
Pledgor. If the Agent or such Lenders does not open a new account
it shall nevertheless be treated as if it had done so at the time
when it received or was deemed to have received notice and as from
that time all payments made to the Agent or such Lender, the Note
Trustee or the Note Holder shall be credited or be treated as having
been credited to the new account and shall not operate to reduce the
amount for which this Deed is security.
(6) Neither the security created by this Deed nor the rights, powers,
discretions and remedies conferred upon the Agent by this Deed or by
law shall be discharged, impaired or otherwise affected by reason
of:
(a) any present or future security, guarantee, indemnity or other
right or remedy held by or available to any of Agent, the
Lenders, the Note Trustee or the Note Holders being or
becoming wholly or in part void, voidable or unenforceable on
any ground whatsoever or by any of Agent, the Lenders, the
Note Trustee or the Note Holders from time to time exchanging,
varying, realizing, releasing or failing to perfect or enforce
any of the same; or
(b) the Agent or any Lender or the Note Trustee or any Note Holder
compounding with, discharging or releasing or varying the
liability of, or granting
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any time, indulgence or concession to, the Company and Pledgor
or any other person or renewing, determining, varying or
increasing any accommodation or transaction in any manner
whatsoever or concurring in accepting or varying any
compromise, arrangement or settlement or omitting to claim or
enforce payment from the Company and Pledgor or any other
person; or
(c) any act or omission which would not have discharged or
affected the liability of the Company and Pledgor had it been
a principal debtor instead of cautioner or by anything done or
omitted which but for this provision might operate to
exonerate the Company and Pledgor from the Secured
Obligations; or
(d) any legal limitation, disability, incapacity or other similar
circumstance relating to the Company and Pledgor.
(7) The Agent shall not be obliged, before exercising any of the rights,
powers or remedies conferred upon it by or pursuant to this Deed or
by law, to:
(a) take any action or obtain judgment or decree in any Court
against the Company and Pledgor;
(b) make or file any claims to rank in a winding-up or liquidation
of the Company and Pledgor; or
(c) enforce or seek to enforce any other security taken, or
exercise any right or plea available to the Agent, in respect
of any of the Company's and Pledgor's obligations under any
document other than this Deed.
12. FURTHER ASSURANCE
The Company and Pledgor shall execute and do all such assurances,
acts and things as the Agent may require for perfecting or
protecting the security created by or pursuant to this Deed over the
Pledged Securities or for facilitating the realization of such
rights and the exercise of all powers, authorities and discretions
vested in the Agent, and shall, in particular, on demand forthwith
sign, seal, execute, deliver and complete all transfers,
assignments, renunciations, mandates, instructions, deeds and
documents of every kind and do or cause to be done, all acts and
things of every kind which the Agent may specify by written notice
to the Company and Pledgor to perfect the interest of the Agent or
to
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enable the Agent or the nominees of the Agent to exercise any rights
or powers attaching to the Pledged Securities or to vest the Pledged
Securities in the Agent or the nominees of the Agent, or to enable
the Agent to sell or dispose of the Pledged Securities or otherwise
to enforce or exercise any rights or powers under or in connection
with its security.
13. MANDATE AND ATTORNEY
(1) The Company and Pledgor hereby irrevocably appoints the Agent to be
its mandatory and attorney for it and on its behalf and in its name
or otherwise and as its act or deed to create or constitute, or to
make any alteration or addition or deletion in or to, any documents
which the Agent may require for perfecting or protecting the title
of the Agent to the Pledged Securities or for vesting any of the
Pledged Securities in the Agent or its nominees or any purchaser and
to redeliver the same thereafter and otherwise generally to sign,
seal and deliver and otherwise perfect any fixed security, floating
charge, transfer, disposition, assignation, security and/or
assurance or any writing, assurance, document or act which may be
required or may be deemed proper by the Agent on or in connection
with any sale, lease, disposition, realization, getting in or other
enforcement by the Agent of all or any of the Pledged Securities.
(2) The Company and Pledgor hereby ratifies and confirms and agrees to
ratify and confirm whatever any such mandatory or attorney shall do
in the exercise or purported exercise of all or any of the powers,
authorities and discretions referred to in this Clause 13.
14. EXPENSES
(1) The Company and Pledgor binds and obliges itself for the whole
expenses of completing and enforcing the security hereby granted and
the expenses of any retrocession or discharge hereof.
(2) All costs, charges and expenses incurred and all payments made by
the Agent hereunder in the lawful exercise of the powers hereby
conferred whether or not occasioned by any act, neglect or default
of the Company and Pledgor shall carry interest from the date of the
same being incurred or becoming payable at the Default Rate. The
amount of all such costs, charges, expenses and payments and all
interest thereon and all remuneration payable hereunder shall be
payable by the Company and Pledgor on demand and shall be a Secured
Obligation. All such costs, charges,
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expenses and payments shall be paid and charged as between the Agent
and the Company and Pledgor on the basis of a full and unqualified
indemnity.
15. INDEMNITY
The Agent and every attorney, manager, agent or other person
appointed by the Agent in connection herewith shall be entitled to
be indemnified out of the Pledged Securities in respect of all
liabilities and expenses properly incurred by them or him in the
execution or purported execution of any of the powers, authorities
or discretions vested in them or him pursuant hereto and against all
actions, proceedings, costs, claims and demands in respect of any
matter or thing done or omitted in anywise relating to the Pledged
Securities, and the Agent may retain and pay all sums in respect of
the same out of any monies received under the powers hereby
conferred.
16. AVOIDANCE OF PAYMENTS
Any amount which has been paid by a Borrower to the Agent or any
other Lender or the Note Trustee or any Note Holder and which is, in
the opinion of the Agent, capable of being reduced or restored or
otherwise avoided in whole or in part in the liquidation or
administration of that Borrower, shall not be regarded as having
been irrevocably paid for the purposes of this Deed.
17. NOTICES
All notices, requests, demands and other communications to be given
under this Deed shall be given and/or deemed to be given in the same
manner as notices to be given under the Agreement, and the terms of
Section 14.6 of the Agreement shall apply MUTATIS MUTANDIS to this
Deed as though that Clause were set out in full herein.
18. GOVERNING LAW
This Deed shall be construed and governed in all respects in
accordance with the law of Scotland.
19. CONSENT TO REGISTRATION
A Certificate signed by an authorized officer of the Agent shall, in
the absence of manifest error, conclusively determine the Secured
Obligations at any relevant time and shall constitute a balance and
charge against the Company and Pledgor, and no suspension of a
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charge or of a threatened charge for payment of the balance so
constituted shall pass nor any sist of execution thereon be granted
except on consignation. The Company and Pledgor consents to the
registration of this Deed and of any such certificate for
preservation and execution.
IN WITNESS WHEREOF, this Shares Pledge has been executed as of the
___ day of June, 1996.
GASI ENGINE SERVICES CORPORATION
By:_____________________________
Title:_______________________
THE BANK OF NEW YORK COMMERCIAL
CORPORATION, as Agent
By:_____________________________
Title:_______________________
GREENWICH TURBINE TEST CORPORATION
By:_____________________________
Title:_______________________
GREENWICH FOREIGN SALES CORPORATION
By:_____________________________
Title:
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THE SCHEDULE
PLEDGED SECURITIES
(a) 650,000 fully paid Ordinary "A" Shares of L1 each and 14,345,026
Ordinary "B" Shares of US $1 each in the capital of Greenwich
Caledonian Limited (formerly Aviall Limited).
(b) all other securities of every kind which may at any time, whether
directly or indirectly, be derived from any kind of the said shares,
whether by way of bonus, rights, exchange, option, preference,
capital re-organization or otherwise howsoever; and
(c) where the context so admits, all monies and assets whatsoever at any
time accruing on, or payable or receivable in respect of, any of the
said shares or securities and all voting and other rights and powers
of any kind at any time attaching to, or exercisable in respect of,
any of the said shares or securities.
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