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EX-10.45
EXECUTION COPY
(Craig Camalo)
PLEDGE AGREEMENT
This PLEDGE AGREEMENT, dated as of October 24, 1997 (together
with all amendments, if any, from time to time hereto, this "Agreement")
between Craig S. Camalo (the "Pledgor"), Code-Alarm, Inc., a Michigan
corporation (the "Borrower") and GENERAL ELECTRIC CAPITAL CORPORATION in its
capacity as Agent for "Lenders", as defined below ("Agent").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of
the date hereof by and among Borrower, the Persons named therein as Credit
Parties, Agent and the Persons signatory thereto from time to time as Lenders
(including all annexes, exhibits and schedules thereto, and as from time to
time amended, restated, supplemented or otherwise modified (the "Credit
Agreement"), the Lenders have agreed to make Loans to, and incur Letter of
Credit Obligations for the benefit of, Borrower;
WHEREAS, Pledgor is the record and beneficial owner of the
shares of stock listed in Schedule I hereto;
WHEREAS, in order to induce Agent and Lenders to make the
Loans and to incur the Letter of Credit Obligations as provided for in the
Credit Agreement, Pledgor has agreed to pledge the Pledged Collateral to Agent
in accordance herewith;
NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained and to induce Lenders to make Loans and to
incur Letter of Credit Obligations under the Credit Agreement, it is agreed as
follows:
1. Definitions. Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as therein defined, and the
following shall have (unless otherwise provided elsewhere in this Agreement)
the following respective meanings (such meanings being equally applicable to
both the singular and plural form of the terms defined):
"Bankruptcy Code" means title 11, United States Code, as
amended from time to time, and any successor statute thereto.
"Pledged Collateral" has the meaning assigned to such term in
Section 2 hereof.
"Pledged Entity" means Borrower.
"Pledged Shares" means those shares listed in Schedule I
hereto.
"Secured Obligations" has the meaning assigned to such term in
Section 3 hereof.
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2. Pledge. Pledgor hereby pledges to Agent, and grants to Agent
for itself and the benefit of Lenders, a continuing security interest in all of
the following, other than Permitted Encumbrances (collectively, the "Pledged
Collateral"):
(i) the Pledged Shares and the certificates representing
the Pledged Shares; and
(ii) such portion, as determined by Agent as provided in
Section 6(d) below, of any additional shares of the same series of stock
as the Pledged Shares from time to time acquired by Pledgor in any manner
(which shares shall be deemed to be part of the Pledged Shares), and the
certificates representing such additional shares.
3. Security for Obligations. This Agreement secures, and the
Pledged Collateral is security for, the prompt payment in full when due,
whether at stated maturity, by acceleration or otherwise, and performance of
all Obligations other than the Litigation Obligations of any kind under or in
connection with the Credit Agreement and the other Loan Documents other than
the Litigation Collateral Documents and all obligations of Pledgor now or
hereafter existing under this Agreement including, without limitation, all
fees, costs and expenses whether in connection with collection actions
hereunder or otherwise (collectively, the "Secured Obligations").
4. Delivery of Pledged Collateral. All certificates evidencing the
Pledged Collateral shall be delivered to and held by or on behalf of Agent, for
itself and the benefit of Lenders, pursuant hereto. All Pledged Shares shall
be accompanied by duly executed instruments of transfer or assignment in blank,
all in form and substance satisfactory to Agent.
5. Representations and Warranties.
(a) Pledgor represents and warrants to Agent that on the Closing
Date:
(i) Pledgor is, and at the time of delivery of the Pledged Shares
to Agent will be, the sole holder of record and the sole beneficial owner of
such Pledged Collateral pledged by Pledgor free and clear of any Lien thereon
or affecting the title thereto, except for Permitted Encumbrances or any Lien
created by this Agreement;
(ii) Pledgor has the right to pledge, assign, transfer, deliver,
deposit and set over the Pledged Collateral pledged by Pledgor to Agent as
provided herein;
(b) Borrower represents and warrants to the Agent that on the
Closing Date and, unless otherwise specified below, as of each time Borrower
requests or accepts the proceeds of an Advance or Loan under the Credit
Agreement:
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(i) All Pledged Shares have been duly authorized, validly issued
and are fully paid and non-assessable;
(ii) None of the Pledged Shares has been issued in violation of
applicable federal and state securities laws;
(iii) The Pledged Shares are currently owned of record by Pledgor,
and are currently represented by the certificates listed in Schedule I hereto.
As of the date hereof, there are no existing options, warrants, calls or
commitments issued by the Borrower of any character whatsoever relating to the
Pledged Shares;
(iv) No consent, approval, authorization or other order or other
action by, and no notice to or filing with, any Governmental Authority is
required (i) for the pledge by Pledgor of the Pledged Collateral pursuant to
this Agreement or for the execution, delivery or performance of this Agreement
by Pledgor, or (ii) for the exercise by Agent of the voting or other rights
provided for in this Agreement or the remedies in respect of the Pledged
Collateral pursuant to this Agreement, except as may be required in connection
with such disposition by applicable securities laws and except as may be
required by a change in control of Borrower;
(v) The pledge, assignment and delivery of the Pledged Collateral
pursuant to this Agreement will create a valid Lien on and perfected security
interest in favor of the Agent for the benefit of Agent and Lenders in the
Pledged Collateral, securing the payment of the Secured Obligations;
(vi) This Agreement has been duly authorized, executed and
delivered by Borrower and constitutes a legal, valid and binding obligation of
Borrower enforceable against Borrower in accordance with its terms; and
(vii) The Pledged Shares constitute 100% of the issued and
outstanding shares of Series B Preferred Stock of Borrower.
(c) The representations and warranties set forth in this
Section 5 shall survive the execution and delivery of this Agreement.
6. Covenants. Pledgor or Borrower, as applicable, covenants and
agrees that until the Termination Date:
(a) Without the prior written consent of Agent, Pledgor will not
sell, assign, transfer, pledge, or otherwise encumber any of its rights in or
to the Pledged Collateral, or grant a Lien in the Pledged Collateral, unless
otherwise expressly permitted by the Agent or the Credit Agreement;
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(b) Pledgor will, at Borrower's expense, promptly execute,
acknowledge and deliver all such instruments and take all such actions as Agent
from time to time may request in order to ensure to Agent and Lenders the
benefits of the Liens in and to the Pledged Collateral intended to be created
by this Agreement, including the filing of any necessary Code financing
statements, which may be filed by Agent with or (to the extent permitted by
law) without the signature of Pledgor, and will cooperate with Agent, at
Borrower's expense, in maintaining and preserving Agent's Lien in the Pledged
Collateral and in obtaining all necessary approvals and making all necessary
filings under federal, state, local or foreign law in connection with such
Liens or any sale or transfer of the Pledged Collateral;
(c) Borrower will defend Pledgor's title to the Pledged Collateral
and the Liens of Agent in the Pledged Collateral against the claim of any
Person; and
(d) Pledgor will, upon obtaining ownership of any additional
shares of the same series of stock as the Pledged Shares as is being pledged
hereby on the date hereof, which stock is not already Pledged Collateral.
7. Pledgor's Rights. As long as no Default or Event of
Default shall have occurred and be continuing and until written notice shall be
given to Pledgor in accordance with Section 8(a) hereof:
(a) Pledgor shall have the right, from time to time, to vote and
give consents with respect to the Pledged Collateral, or any part thereof for
all purposes not inconsistent with the provisions of this Agreement, the Credit
Agreement or any other Loan Document; provided, however, that no vote shall be
cast, and no consent shall be given or action taken, which would have the
effect of impairing the position or interest of Agent in respect of the Pledged
Collateral or which would authorize, effect or consent to (unless and to the
extent expressly permitted by the Credit Agreement):
(i) the dissolution or liquidation, in whole or in part,
of a Pledged Entity;
(ii) the consolidation or merger of a Pledged Entity with
any other Person;
(iii) the sale, disposition or encumbrance of all or
substantially all of the assets of a Pledged Entity, except for Liens
in favor of Agent;
(iv) any change in the authorized number of shares of the
Borrower's Series B Preferred Stock; or
(v) the alteration of the voting rights with respect to
the Stock of a Pledged Shares; and
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(b) (i) Pledgor shall be entitled, from time to time, to
collect and receive for its own use all cash dividends paid in respect
of the Pledged Shares to the extent not in violation of the Credit
Agreement; and
(ii) all dividends (other than such cash dividends as are
permitted to be paid to Pledgor in accordance with clause (i) above)
and all other distributions in respect of any of the Pledged Shares,
whenever paid or made, shall be delivered to Agent to hold as Pledged
Collateral and shall, if received by Pledgor, be received in trust for
the benefit of Agent, be segregated from the other property or funds
of Pledgor, and be forthwith delivered to Agent as Pledged Collateral
in the same form as so received (with any necessary indorsement).
8. Defaults and Remedies.
(a) Upon the occurrence of an Event of Default and during the
continuation of such Event of Default, and concurrently with written notice to
Pledgor, Agent (personally or through an agent) is hereby authorized and
empowered to transfer and register in its name or in the name of its nominee
the whole or any part of the Pledged Collateral, to exchange certificates
representing or evidencing Pledged Collateral for certificates of smaller or
larger denominations, to exercise the voting rights with respect thereto, to
collect and receive all cash dividends and other distributions made thereon, to
sell in one or more sales after ten (10) days' notice to Pledgor and to
Borrower of the time and place of any public sale or of the time at which a
private sale is to take place (which notice Pledgor agrees is commercially
reasonable) the whole or any part of the Pledged Collateral and to otherwise
act with respect to the Pledged Collateral as though Agent was the outright
owner thereof, Pledgor hereby irrevocably constituting and appointing Agent as
the proxy and attorney-in-fact of Pledgor, with full power of substitution to
do so, and which appointment shall remain in effect until the Termination Date;
provided, however, Agent shall not have any duty to exercise any such right or
to preserve the same and shall not be liable for any failure to do so or for
any delay in doing so. Any sale shall be made at a public or private sale at
Agent's place of business, or at any place to be named in the notice of sale,
either for cash or upon credit or for future delivery at such price as Agent
may deem fair, and Agent may be the purchaser of the whole or any part of the
Pledged Collateral so sold and hold the same thereafter in its own right free
from any claim of Pledgor or any right of redemption. Each sale shall be made
to the highest bidder, but Agent reserves the right to reject any and all bids
at such sale which, in its discretion, it shall deem inadequate. Demands of
performance, except as otherwise herein specifically provided for, notices of
sale, advertisements and the presence of property at sale are hereby waived and
any sale hereunder may be conducted by an auctioneer or any officer or agent of
Agent.
(b) If, at the original time or times appointed for the sale of
the whole or any part of the Pledged Collateral, the highest bid, if there be
but one sale, shall be inadequate to discharge in full all the Secured
Obligations, or if the Pledged Collateral be offered for sale in lots, if at
any of such sales, the highest bid for the lot offered for
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sale would indicate to Agent, in its discretion, that the proceeds of the sales
of the whole of the Pledged Collateral would be unlikely to be sufficient to
discharge all the Secured Obligations, Agent may, on one or more occasions and
in its discretion, postpone any of said sales by public announcement at the
time of sale or the time of previous postponement of sale, and no other notice
of such postponement or postponements of sale need be given, any other notice
being hereby waived; provided, however, that any sale or sales made after such
postponement shall be after ten (10) days' notice to Pledgor.
(c) If, at any time when Agent shall determine to exercise its
right to sell the whole or any part of the Pledged Collateral hereunder, such
Pledged Collateral or the part thereof to be sold shall not, for any reason
whatsoever, be effectively registered under the Securities Act of 1933, as
amended (or any similar statute then in effect) (the "Act"), Agent may, in its
discretion (subject only to applicable requirements of law), sell such Pledged
Collateral or part thereof by private sale in such manner and under such
circumstances as Agent may deem necessary or advisable, but subject to the
other requirements of this Section 8, and shall not be required to effect such
registration or to cause the same to be effected. Without limiting the
generality of the foregoing, in any such event, Agent in its discretion (x)
may, in accordance with applicable securities laws, proceed to make such
private sale notwithstanding that a registration statement for the purpose of
registering such Pledged Collateral or part thereof could be or shall have been
filed under said Act (or similar statute), (y) may approach and negotiate with
a single possible purchaser to effect such sale, and (z) may restrict such sale
to a purchaser who is an accredited investor under the Act and who will
represent and agree that such purchaser is purchasing for its own account, for
investment and not with a view to the distribution or sale of such Pledged
Collateral or any part thereof. In addition to a private sale as provided
above in this Section 8, if any of the Pledged Collateral shall not be freely
distributable to the public without registration under the Act (or similar
statute) at the time of any proposed sale pursuant to this Section 8, then
Agent shall not be required to effect such registration or cause the same to be
effected but, in its discretion (subject only to applicable requirements of
law), may require that any sale hereunder (including a sale at auction) be
conducted subject to restrictions:
(i) as to the financial sophistication and ability of any Person
permitted to bid or purchase at any such sale;
(ii) as to the content of legends to be placed upon any
certificates representing the Pledged Collateral sold in such sale,
including restrictions on future transfer thereof;
(iii) as to the representations required to be made by each
Person bidding or purchasing at such sale relating to that Person's
access to financial information about Pledgor and such Person's
intentions as to the holding of the
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Pledged Collateral so sold for investment for its own account and not
with a view to the distribution thereof; and
(iv) as to such other matters as Agent may, in its discretion,
deem necessary or appropriate in order that such sale (notwithstanding
any failure so to register) may be effected in compliance with the
Bankruptcy Code and other laws affecting the enforcement of creditors'
rights and the Act and all applicable state securities laws.
(d) Pledgor recognizes that Agent may be unable to effect a public
sale of any or all the Pledged Collateral and may be compelled to resort to one
or more private sales thereof in accordance with clause (e) above. Pledgor
also acknowledges that any such private sale may result in prices and other
terms less favorable to the seller than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall not
be deemed to have been made in a commercially unreasonable manner solely by
virtue of such sale being private. Agent shall be under no obligation to delay
a sale of any of the Pledged Collateral for the period of time necessary to
permit the Pledged Entity to register such securities for public sale under the
Act, or under applicable state securities laws, even if Pledgor and the Pledged
Entity would agree to do so.
(e) Pledgor agrees to the maximum extent permitted by applicable
law that following the occurrence and during the continuance of an Event of
Default it will not at any time plead, claim or take the benefit of any
appraisal, valuation, stay, extension, moratorium or redemption law now or
hereafter in force in order to prevent or delay the enforcement of this
Agreement, or the absolute sale of the whole or any part of the Pledged
Collateral or the possession thereof by any purchaser at any sale hereunder,
and Pledgor waives the benefit of all such laws to the extent it lawfully may
do so. Pledgor agrees that it will not interfere with any right, power and
remedy of Agent provided for in this Agreement or now or hereafter existing at
law or in equity or by statute or otherwise, or the exercise or beginning of
the exercise by Agent of any one or more of such rights, powers or remedies.
No failure or delay on the part of Agent to exercise any such right, power or
remedy and no notice or demand which may be given to or made upon Pledgor by
Agent with respect to any such remedies shall operate as a waiver thereof, or
limit or impair Agent's right to take any action or to exercise any power or
remedy hereunder, without notice or demand, or prejudice its rights as against
Pledgor in any respect.
(f) Pledgor further agrees that a breach of any of the covenants
contained in this Section 8 will cause irreparable injury to Agent, that Agent
shall have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 8
shall be specifically enforceable against Pledgor, and Pledgor hereby waives
and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that the Secured Obligations
are not
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then due and payable in accordance with the agreements and instruments
governing and evidencing such obligations.
9. Waiver. No delay on Agent's part in exercising any power of
sale, Lien, option or other right hereunder, and no notice or demand which may
be given to or made upon Pledgor by Agent with respect to any power of sale,
Lien, option or other right hereunder, shall constitute a waiver thereof, or
limit or impair Agent's right to take any action or to exercise any power of
sale, Lien, option, or any other right hereunder, without notice or demand, or
prejudice Agent's rights as against Pledgor in any respect.
10. Assignment. Agent may assign, indorse or transfer any
instrument evidencing all or any part of the Secured Obligations as provided
in, and in accordance with, the Credit Agreement, and the holder of such
instrument shall be entitled to the benefits of this Agreement.
11. Termination. Immediately following the Termination Date,
Agent shall deliver to Pledgor the Pledged Collateral pledged by Pledgor at the
time subject to this Agreement and all instruments of assignment executed in
connection therewith, free and clear of the Liens hereof and, except as
otherwise provided herein, all of Pledgor's obligations hereunder shall at such
time terminate.
12. Lien Absolute. All rights of Agent hereunder, and all
obligations of Pledgor hereunder, shall be absolute and unconditional
irrespective of:
(a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document or any other agreement or instrument
governing or evidencing any Secured Obligations;
(b) any change in the time, manner or place of payment of, or in
any other term of, all or any part of the Secured Obligations, or any other
amendment or waiver of or any consent to any departure from the Credit
Agreement, any other Loan Document or any other agreement or instrument
governing or evidencing any Secured Obligations;
(c) any exchange, release or non-perfection of any other
Collateral, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the Secured Obligations;
(d) the insolvency of any Credit Party; or
(e) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, Pledgor.
13. Release. Pledgor consents and agrees that Agent may
at any time, or from time to time, in its discretion:
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(a) renew, extend or change the time of payment, and/or the
manner, place or terms of payment of all or any part of the Secured
Obligations; and
(b) exchange, release and/or surrender all or any of the
Collateral (including the Pledged Collateral), or any part thereof, by
whomsoever deposited, which is now or may hereafter be held by Agent in
connection with all or any of the Secured Obligations; all in such manner
and upon such terms as Agent may deem proper, and without notice to or
further assent from Pledgor, it being hereby agreed that Pledgor shall be
and remain bound upon this Agreement, irrespective of the value or
condition of any of the Collateral, and notwithstanding any such change,
exchange, settlement, compromise, surrender, release, renewal or extension,
and notwithstanding also that the Secured Obligations may, at any time,
exceed the aggregate principal amount thereof set forth in the Credit
Agreement, or any other agreement governing any Secured Obligations.
Pledgor hereby waives notice of acceptance of this Agreement, and also
presentment, demand, protest and notice of dishonor of any and all of the
Secured Obligations, and promptness in commencing suit against any party
hereto or liable hereon, and in giving any notice to or of making any claim
or demand hereunder upon Pledgor. No act or omission of any kind on
Agent's part shall in any event affect or impair this Agreement.
14. Reinstatement. Notwithstanding anything contained
herein to the contrary, this Agreement shall remain in full force and effect
and continue to be effective should any petition be filed by or against Pledgor
or any Pledged Entity for liquidation or reorganization, should Pledgor or any
Pledged Entity become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of Pledgor's or a Pledged Entity's assets, and shall continue
to be effective or be reinstated, as the case may be, if at any time payment
and performance of the Secured Obligations, or any part thereof, is, pursuant
to applicable law, rescinded, avoided or reduced in amount, or must otherwise
be restored or returned by any obligee of the Secured Obligations, whether as a
"voidable preference", "fraudulent transfer", "fraudulent conveyance", or
otherwise, all as though such payment or performance had not been made.
Notwithstanding anything contained herein to the contrary, in the event that
any payment, or any part thereof, is rescinded, avoided, reduced, restored or
returned, the Secured Obligations shall be reinstated and deemed reduced only
by such amount paid and not so rescinded, avoided, reduced, restored or
returned.
15. Miscellaneous.
(a) Agent may execute any of its duties hereunder by or through
agents or employees and shall be entitled to advice of counsel concerning
all matters pertaining to its duties hereunder.
(b) Borrower agrees to promptly reimburse Agent for actual
out-of-pocket expenses, including, without limitation, reasonable counsel
fees, incurred by Agent in connection with the administration and
enforcement of this Agreement as provided in the Credit Agreement.
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(c) The Pledgor shall have no personal liability for
payment of the Secured Obligations, and in any action or suit to
collect the Secured Obligations Agent shall not seek any in personam
judgment against the Pledgor or any judgment for a deficiency but shall
look solely to the security interests hereunder and the Pledged Collateral
described herein for payment of the Secured Obligations. Nothing contained
in this Section shall be construed to impair the validity of the Secured
Obligations or this Agreement or affect or impair in any way the right of
Agent to exercise its rights and remedies under the Credit Agreement in
accordance with its terms.
(d) Neither Agent, nor any of its respective officers, directors,
employees, agents or counsel shall be liable for any action lawfully taken
or omitted to be taken by it or them hereunder or in connection herewith,
except for its or their own gross negligence or willful misconduct as
finally determined by a court of competent jurisdiction.
(e) THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS
SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF
PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, AGENT
AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE
TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED
EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF AGENT AND PLEDGOR.
16. Severability. If for any reason any provision or provisions
hereof are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or effect those portions of
this Agreement which are valid.
17. Notices. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval,
declaration or other communication shall or may be given to or served upon any
of the parties by any other party, or whenever any of the parties desires to
give or serve upon any other a communication with respect to this Agreement,
each such notice, demand, request, consent, approval, declaration or other
communication shall be in writing and shall be given in the manner, and deemed
received, as provided for in the Credit Agreement.
18. Section Titles. The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.
19. Counterparts. This Agreement may be executed in any
number of counterparts, which shall, collectively and separately, constitute
one agreement.
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20. Benefit of Lenders. All security interests granted or
contemplated hereby shall be for the benefit of Agent and Lenders, and all
proceeds or payments realized from the Pledged Collateral in accordance
herewith shall be applied to the Secured Obligations in accordance with the
terms of the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.
CRAIG S. CAMALO
/s/ Craig S. Camalo
-------------------------------------
GENERAL ELECTRIC CAPITAL
CORPORATION,
as Agent
By: /s/ Timothy S. Van Kirk
--------------------------------
Name: Timothy S. Van Kirk
--------------------------------
Its Duly Authorized Signatory
CODE-ALARM, INC.,
as Borrower
By: /s/ Rand Mueller
---------------------------------
Name: Rand Mueller
-------------------------------
Its Duly Authorized Signatory
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SCHEDULE I
PLEDGED SHARES
Class Stock Certificate Number Percentage of
Pledged Entity of Stock Number(s) of Shares Outstanding Shares
-------------- -------- ----------------- --------- ------------------
Code-Alarm, Inc. Series B B-1 1 100%
Preferred
Stock
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SCHEDULE II
PLEDGE AMENDMENT
This Pledge Amendment, dated October 24, 1997 is delivered
pursuant to Section 6(d) of the Pledge Agreement referred to below. All
defined terms herein shall have the meanings ascribed thereto or incorporated
by reference in the Pledge Agreement. The undersigned hereby certifies that
the representations and warranties in Section 5 of the Pledge Agreement are and
continue to be true and correct, both as to the shares pledged prior to this
Pledge Amendment and as to the shares pledged pursuant to this Pledge
Amendment. The undersigned further agrees that this Pledge Amendment may be
attached to that certain Pledge Agreement, dated October 24, 1997, between
undersigned, as Pledgor, and General Electric Capital Corporation, as Agent,
(the "Pledge Agreement") and that the Pledged Shares listed on this Pledge
Amendment shall be and become a part of the Pledged Collateral referred to in
said Pledge Agreement and shall secure all Secured Obligations referred to in
said Pledge Agreement. The undersigned acknowledges that any shares not
included in the Pledged Collateral at the discretion of Agent may not otherwise
be pledged by Pledgor to any other Person or otherwise used as security for any
obligations other than the Secured Obligations and the other Obligations (as
defined in that certain Credit Agreement dated as of October 24, 1997 among
Code-Alarm, Inc., the Persons named therein as Credit Parties, the Persons
signatory thereto from time to time as Lenders and General Electric Capital
Corporation, as Agent).
CODE-ALARM, INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
Class Certificate Number
Name and Address of Pledgor Pledged Entity of Stock Number(s) of Shares
------------------ -------------- -------- ---------- ---------
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EXHIBIT
to
PLEDGE AGREEMENT
dated as of October 24, 1997
Form of Stock Power
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign
and transfer to ________________________________________ _____ Shares of
Series B Preferred Capital Stock of Code-Alarm, Inc., a Michigan corporation,
represented by Certificate No. ______________________ (the "Stock"), standing
in the name of the undersigned on the books of said corporation and does hereby
irrevocably constitute and appoint ______________________________________as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary endorsements or other acts of assignment and transfer
thereof; and to substitute one or more persons with like full power, hereby
ratifying and confirming all that said attorney or substitute or substitutes
shall lawfully do by virtue hereof.
Dated: October 24, 1997
CRAIG S. CAMALO
_________________________
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STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign
and transfer to ________________________________________ _____ Shares of
Series B Preferred Capital Stock of Code-Alarm, Inc., a Michigan corporation,
represented by Certificate No. _______________________ (the "Stock"), standing
in the name of the undersigned on the books of said corporation and does hereby
irrevocably constitute and appoint ______________________________________as the
undersigned's true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that purpose to make
and execute all necessary endorsements or other acts of assignment and transfer
thereof; and to substitute one or more persons with like full power, hereby
ratifying and confirming all that said attorney or substitute or substitutes
shall lawfully do by virtue hereof.
Dated: October 24, 1997
CRAIG S. CAMALO
/s/ Craig S. Camalo
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