THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 902(g) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)
Under the Securities Exchange Act of 1934
SPINNAKER INDUSTRIES, INC.
(Name of Issuer)
Common Stock Par Value $5.00 Per Share
(Title of Class and Securities)
848926101
(CUSIP Number of Class of Securities)
James E. McKee, Gabelli Funds, Inc.,
One Corporate Center, Rye, NY 10580-1434 (914) 921-5294
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 5, 1996
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this State-
ment because of Rule 13D-1(b)(3) or (4), check the following box:
____
/___/
Check the following box if a fee is being paid with this State-
ment:
_____
/ /
<PAGE>
_________________________________________________________________
CUSIP No. 848926101 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lynch Corporation I.D. No. 38-1799862
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
N/A
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
_________________________________________________________________
: (7) SOLE VOTING POWER
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ______
/ X /**
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO; HC
_________________________________________________________________
** Excludes shares owned by Lynch Manufacturing Corporation.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
____________________________________
CUSIP No. 848926101 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lynch Manufacturing Corporation I.D. No. 00-0000000
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
: (7) SOLE VOTING POWER
: 2,259,063 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 2,259,063 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,259,063 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ______
/ /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
78.32%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO; HC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
____________________________________
CUSIP No. 848926101 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mario J. Gabelli I.D. No. ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
PF
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
: (7) SOLE VOTING POWER
: 52,200 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 52,200 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,200 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.81%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
This Amendment No. 6 to Schedule 13D on Spinnaker
Industries, Inc. (the "Issuer"), formerly known as Safety Railway
Services Corporation, is being filed on behalf of the undersigned
to amend the Schedule 13D, as amended (the "Schedule 13D") which
was originally filed on December 10, 1987. Unless otherwise
indicated, all capitalized terms used herein but not defined herein
shall have the same meaning as set forth in the Schedule 13D.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mr.
Gabelli") and various entities which he directly or indirectly
controls or for which he acts as chief investment officer. These
entities, except for Lynch Corporation ("Lynch"), Spinnaker
Industries, Incorporated ("Spinnaker"), Western New Mexico
Telephone Company ("Western New Mexico"), Entoleter, Inc.
("Entoleter"), Lynch Telecommunications Corporation ("Lynch
Telecom"), Lynch Telephone Corporation ("Lynch Telephone") and
Inter-Community Telephone Company ("Inter-Community") (collective-
ly, "Lynch and its affiliates"), engage in various aspects of the
securities business, primarily as investment adviser to various
institutional and individual clients, including registered
investment companies and pension plans, as broker/dealer and as
general partner of various private investment partnerships.
Certain of these entities may also make investments for their own
accounts.
The foregoing persons in the aggregate often own benefi-
cially more than 5% of a class of equity securities of a particular
issuer. Although several of the foregoing persons are treated as
institutional investors for purposes of reporting their beneficial
ownership on the short-form Schedule 13G, the holdings of those who
do not qualify as institutional investors may exceed the 1%
threshold presented for filing on Schedule 13D or implementation of
their investment philosophy may from time to time require action
which could be viewed as not completely passive. In order to avoid
any question as to whether their beneficial ownership is being
reported on the proper form and in order to provide greater
investment flexibility and administrative uniformity, these persons
have decided to file their beneficial ownership reports on the more
detailed Schedule 13D form rather than on the short-form Schedule
13G and thereby to provide more expansive disclosure than may be
necessary.
(a), (b) and (c) - This statement is being filed by one
or more of the following persons: Gabelli Funds, Inc. ("GFI"),
GAMCO Investors, Inc. ("GAMCO"), Gabelli Securities, Inc. ("GSI"),
Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli Performance
Partnership L.P. ("GPP"), GLI, Inc. ("GLI"), Gabelli Associates
Fund ("Gabelli Associates"), Gabelli Associates Limited ("GAL"),
Gabelli & Company, Inc. Profit Sharing Plan (the "Plan"), Gabelli
International Limited ("GIL"), Gabelli International II Limited
("GIL II"), Gabelli International Gold Fund Limited ("GIGFL"), ALCE
Partners, L.P. ("ALCE"), Gabelli Multimedia Partners, L.P.
("Multimedia Partners"), Gabelli Asset Management Company Interna-
tional Advisory Services Ltd. ("GIASL"), Mr. Gabelli, Lynch,
Spinnaker, Western New Mexico, Entoleter, Lynch Telecom, Lynch
Telephone and Inter-Community. Those of the foregoing persons
signing this Schedule 13D are hereafter referred to as the
"Reporting Persons".
GAMCO, a majority owned subsidiary of GFI, is an
investment adviser registered under the Investment Advisers Act of
1940, as amended ("Advisers Act"). GAMCO is an investment manager
providing discretionary managed account services in the equity area
for employee benefit plans, private investors, endowments and
foundations.
Gabelli & Company, a wholly-owned subsidiary of GSI, is
a broker-dealer registered under the Securities Exchange Act of
1934, as amended ("l934 Act"), which as a part of its business
regularly purchases and sells securities for its own account.
GLI, a wholly-owned subsidiary of GSI, is a general
partner of G&R Partners, a Delaware partnership ("G&R"), which, in
turn, is the general partner of Gabelli-Rosenthal & Partners, L.P.,
a Delaware limited partnership ("G-R"), whose primary business
purpose is to do friendly leveraged buyouts. At the present time,
G-R's sole business purpose is to monitor its existing portfolio
investments.
Gabelli Associates is a New York limited partnership
whose primary business purpose is risk arbitrage investments. GSI
and Mr. Gabelli are the general partners of Gabelli Associates.
GAL is a corporation whose primary business purpose is
risk arbitrage investments. Shares of GAL's Common Stock will be
offered to persons who are neither citizens nor residents of the
United States and may be offered to a limited number of U.S.
investors. GSI is the investment manager of GAL.
GSI, a majority-owned subsidiary of GFI, is a Delaware
corporation which as a part of its business regularly purchases and
sells securities for its own account. It is the immediate parent
of Gabelli & Company.
GFI is the ultimate parent company for a variety of
companies engaged in the securities business, each of which is
named above. In addition, GFI is an investment adviser registered
under the Advisers Act. GFI is an investment adviser which
presently provides discretionary managed account services for The
Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli
Growth Fund, The Gabelli Convertible Securities Fund, Inc., The
Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The
Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli
Global Telecommunications Fund, Gabelli Gold Fund, Inc., The
Gabelli Global Multimedia Trust Inc., The Gabelli Global Convert-
ible Securities Fund, Gabelli Capital Asset Fund, Gabelli Interna-
tional Growth Fund, Inc. and The Gabelli Global Interactive Couch
Potato Fund (collectively, the "Funds"), which are registered
investment companies.
The Plan, a qualified employee profit sharing plan,
covers substantially all employees of GFI and its affiliates.
GPP, a Delaware limited partnership, is a limited
partnership whose primary business purpose is investing in
securities. Mr. Gabelli is the general partner and chief invest-
ment officer of GPP.
GIL is a corporation whose primary business purpose is
investing in a portfolio of equity securities and securities
convertible into, or exchangeable for, equity securities in order
to achieve its investment objective of significant long-term growth
of capital. Shares of GIL's common stock are offered to persons
who are neither citizens nor residents of the United States and may
be offered to a limited number of U.S. investors. The investments
of GIL are managed by Mr. Gabelli who is also a director and
Chairman of the Board of Directors of GIL.
GIL II is a corporation whose business purpose is
investing primarily in a portfolio of equity securities and
securities convertible into, or exchangeable for, equity securities
in order to achieve its investment objective of significant
long-term growth of capital. Shares of GIL II's common stock are
offered to persons who are neither citizens nor residents of the
United States and may be offered to a limited number of U.S.
investors. The investments of GIL II are managed by Mr. Gabelli
who is also a director and Chairman of the Board of Directors of
GIL II.
ALCE is a Delaware investment limited partnership that seeks
long-term capital appreciation primarily through investments in
public and private equity securities. GSI is a general partner of
ALCE.
Multimedia Partners is a Delaware investment limited
partnership whose objective is to provide long-term capital
appreciation by investing primarily in public and private multime-
dia communications companies. GSI is a general partner of
Multimedia Partners.
GIASL is a corporation whose primary business purpose is to
provide advisory services to offshore funds.
Lynch, an Indiana corporation, is a diversified public
company traded on the American Stock Exchange. Its subsidiaries
are engaged in communications, services, and manufactured products.
Spinnaker, a Delaware subsidiary of Lynch, is also a public company
and its stock is traded through the NASDAQ System. Spinnaker is a
diversified manufacturing firm with major subsidiaries in specialty
adhesive-backed materials business. Another of Lynch's subsidiar-
ies, Western New Mexico, provides telephone services in a service
area in Southwestern New Mexico. Inter-Community, which is also a
subsidiary of Lynch, provides local telephone services in an area
40 miles west of Fargo, North Dakota. Lynch and Spinnaker
actively pursue new business ventures and acquisitions. Lynch and
its affiliates make investments in marketable securities to
preserve capital and maintain liquidity for financing their
business activities and acquisitions (not in the case of Western
New Mexico) and are not engaged in the business of investing,
reinvesting, or trading in securities. Mr. Gabelli is Chairman of
Lynch and owns beneficially 25.9% of the shares of common stock of
Lynch.
Mr. Gabelli is the majority stockholder and Chairman of
the Board of Directors and Chief Executive Officer of GFI and the
Chief Investment Officer for each of the Reporting Persons. GFI,
in turn, is the majority stockholder of GAMCO. GFI is also the
majority stockholder of GSI. Gabelli & Company is a wholly-owned
subsidiary of GSI. GLI is a wholly-owned subsidiary of GSI.
The Reporting Persons do not admit that they constitute
a group.
GFI, GAMCO, Gabelli & Company and GLI are New York
corporations and GSI is a Delaware corporation, each having its
principal business office at One Corporate Center, Rye, New York
10580-1434. GPP is a Delaware limited partnership having its
principal business office at 8 Sound Shore Drive, Greenwich,
Connecticut 06830. Gabelli Associates is a New York limited
partnership having its principal business office at One Corporate
Center, Rye, New York 10580-1434. GAL and GIL are corporations
organized under the laws of the British Virgin Islands having their
principal business office at c/o MeesPierson (Cayman) Limited,
British American Centre, Dr. Roy's Drive-Phase 3, George Town,
Grand Cayman, British West Indies. GIL II is a corporation
organized under the laws of the British Virgin Islands having their
principal business office at c/o Coutts & Company (Cayman) Limited,
West Bay Road, Grand Cayman, British West Indies. GIASL is a
Bermuda corporation with its principal business office at c/o
Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue, Hamilton
HM12, Bermuda. Lynch is an Indiana corporation having its
principal business office at 8 Sound Shore Drive, Greenwich, CT
06830. Spinnaker is a Delaware corporation having its principal
business office at 251 Welton Street, Hamden, CT 06511.
For information required by instruction C to Schedule 13D
with respect to the executive officers and directors of the
foregoing entities and other related persons (collectively,
"Covered Persons"), reference is made to Schedule I annexed hereto
and incorporated herein by reference.
(d) and (e) - On December 8, 1994, the SEC instituted
and simultaneously accepted offers for the settlement of an
administrative proceeding against Gabelli & Company and GAMCO. The
order instituting the proceeding included a finding, which Gabelli
& Company and GAMCO neither admitted nor denied, that they failed
to implement and maintain policies and procedures reasonably
designed to prevent the misuse of material, nonpublic information
by not sepecifically addressing the special circumstances that
arose from their affiliation with Lynch Corporation, a public
company. To resolve this matter, Gabelli & Company and GAMCO
agreed to cease and desist from violating Section 15(f) of the 1934
Act and Section 204A of the Advisers Act, respectively. They
further agreed to each pay a civil penalty in the amount of
$50,000, and to retain, and adopt the recommendations of, an
independant consultant regarding their Section 15(f) and Section
204A policies and procedures.
On December 13, 1991, the Virginia State Corporation
Commission entered an order of settlement in final disposition of
matters arising from an allegation that GAMCO had transacted
business in Virginia as an investment adviser without having been
registered as such under Virginia Code Section 13.1-504A or an
exemption therefrom. GAMCO consented to the entry of the order
without admitting or denying the allegation and without a hearing.
The terms of the order provide that GAMCO would pay a fine and
costs totalling fifty-five thousand dollars and would not transact
business in Virginia as an investment adviser unless it was
registered as such under section 13.1-504A or was exempt from
registration.
(f) - Reference is made to Schedule I hereto.
Item 4. Purpose of Transaction
See Item 6 below.
Item 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as
follows:
(a) The aggregate number and percentage of Securities to
which this Schedule 13D relates is 2,311,263 shares, representing
80.13% of the 2,884,423 shares outstanding as reported by the Issu-
er on April 11, 1996. The Reporting Persons beneficially own those
Securities as follows: <PAGE>
Shares of % of
Common Class of
Name Stock Common
Lynch Manufacturing 2,259,063 78.32%
Mario J. Gabelli 52,200 1.81%
Mr. Gabelli is deemed to have beneficial ownership of the
Securities beneficially owned by each of the foregoing persons and
Lynch is deemed to have beneficial ownership of the securities
beneficially owned by Lynch Manufacturing. Mr. Gabelli disclaims
beneficial ownership of the 2,259,063 shares of Spinnaker stock
owned by Lynch Manufacturing and 22,950 shares of the 52,200 shares
of Spinnaker stock listed as owned by him, which are owned by
certain family trusts.
In addition, the following Covered Persons beneficially
own the following Securities:
Shares of % of
Common Class of
Name Stock Common
Paul Evans 2,250 0.08%
Robert E. Dolan 1,225 0.04%
(c) There have been no transactions in the shares of
Common Stock of the Issuer during the past 60 days by the Reporting
Persons, or to the best knowledge of Lynch or Lynch Manufacturing,
by any person or entity listed in Item 5(a) above.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item 6 to Schedule 13D is amended, in pertinent part, as
follows:
Lynch Manufacturing Corporation ("LMC"), a wholly-owned
subsidiary of Lynch Corporation ("Lynch"), has pledged the
2,259,063 shares of Spinnaker Industries, Inc. ("Spinnaker") owned
by LMC to Bankers Trust Company, as collateral agent, as collateral
for an $8.5 million loan from Bankers Trust Company to Spinnaker.
Under certain circumstances, Lynch might receive a pledge of the
warrants and stock of Spinnaker held by Boyle, Fleming, George &
Co., Inc. ("BFG") as collateral for the loan or a successor loan to
Spinnaker.
Item 7. Material to be Filed as an Exhibit
PP. Pledge Agreement dated April 5, 1996, among Bankers
Trust Company, LMC and BFG.
QQ. Letter Agreement dated April 5, 1996 from BFG to
Lynch.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: April 12, 1996
MARIO J. GABELLI
By:_____________________________
James E. McKee
Attorney-in-Fact
LYNCH CORPORATION
By:________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
LYNCH MANUFACTURING CORPORATION
By:________________________________
Robert E. Dolan
by: James E. McKee
Attorney-in-Fact
<PAGE>
Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent
part, as follows:
The following sets forth as to each of the executive
officers and directors of the undersigned: his name; his business
address; and his present principal occupation or employment and
the name, principal business and address of any corporation or
other organization in which such employment is conducted. Unless
otherwise specified, the principal employer of each such in-
dividual is Gabelli Funds, Inc., Gabelli & Company, Inc., or
GAMCO Investors, Inc., the business address of each of which is
One Corporate Center, Rye, New York 10580, and each such
individual identified below is a citizen of the United States.
To the knowledge of the undersigned, during the last five years,
no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no
such person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities law or finding
any violation with respect to such laws except as reported in
Item 2(d) of this Schedule 13D.
<PAGE>
Gabelli Funds, Inc.
Directors:
Mario J. Gabelli*
Richard B. Black Chairman of Raster Image
Processing Systems; Chairman
ECRM; Director of Archetype
and Oak Technology; Director
of The Morgan Group, Inc.;
General Partner of KBA Part-
ners, Parker Plaza
400 Kelby Street,
Fort Lee, NJ 07029
Charles C. Baum Chairman, Director and Chief
Executive Officer of The
Morgan Group, Inc.;
Secretary & Treasurer
United Holdings
2545 Wilkens Avenue
Baltimore, MD 21223
Dr. Eamon M. Kelly President
Tulane University
218 Gibson Hall
6823 St. Charles Avenue
New Orleans, LA 70118
Marc J. Gabelli Vice President
Officers:
Mario J. Gabelli Chairman, Chief Executive
Officer and Chief Investment
Officer
Steven M. Joenk Executive Vice President
and Chief Financial Officer
_____________________
* Mr. Gabelli is the Chairman, Chief Executive Officer and
Chief Investment Officer of Gabelli Funds, Inc.; Chief Investment
Officer of GAMCO Investors, Inc.; Director/Trustee of all regis-
tered investment companies advised by Gabelli Funds, Inc.; Chairman
and Chief Executive Officer of Lynch Corporation; Director of
Spinnaker Industries, Inc.; Director of the Morgan Group, Inc.
Stephen G. Bondi Vice President - Finance
James E. McKee Vice President, General
Counsel and Secretary
Joseph J. Frazzitta Assistant Secretary
GAMCO Investors, Inc.
Directors:
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina M. Pitaro
Steven M. Joenk
F. William Scholz, II
Officers:
Mario J. Gabelli Chief Investment Officer
Douglas R. Jamieson Chief Operating Officer and
Executive Vice President
Joseph J. Frazzitta Vice President and Chief
Financial Officer
Steven M. Joenk Vice President
Stephen G. Bondi Vice President
James E. McKee Vice President, General
Counsel and Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake President of W.R. Blake
& Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
Douglas DeVivo General Partner of ALCE
Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
Ronald L. Gallatin Consultant
Gabelli Securities, Inc.
One Corporate Center
Rye, NY 10580
Joseph R. Rindler, Jr. Managing Director
GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
Francine Sommer Chief Executive Officer of
General Partner of Gabelli
Multimedia Partners, L.P.
One Corporate Center
Rye, NY 10580
Officers:
Steven M. Joenk Executive Vice President
Stephen G. Bondi Vice President
Joseph J. Frazzitta Vice President - Finance
James E. McKee Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III Chairman
Joseph J. Frazzitta Vice President and
Chief Financial Officer
Steven M. Joenk See above
Stephen G. Bondi See above
Officers:
James G. Webster, III Chairman
Joseph J. Frazzitta Vice President-Finance and
Chief Financial Officer
Steven M. Joenk Executive Vice President
Stephen G. Bondi Vice President
Walter K. Walsh Compliance Officer
James E. McKee Secretary
GLI, Inc.
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
Officers:
Mario J. Gabelli Chairman and Chief Investment
Officer
Stephen G. Bondi Vice President
Gabelli Associates Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British
WestIndies
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British
WestIndies
Officers:
Mario J. Gabelli Chief Investment Officer
Kevin Bromley Vice President, Treasurer and
Assistant Secretary
Sandra Wight Secretary and Assistant Treasurer
Gabelli International Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Officers:
Kevin Bromley Vice President, Treasurer, and
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Sandra Wight Secretary and Assistant Treasurer
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Gabelli Asset Management Company
International Advisory Services Ltd.
Directors:
Marc J. Gabelli See above-Gabelli Funds, Inc.
Stephen G. Bondi See Above-Gabelli Funds, Inc.
Joseph R. Rindler, Jr. See above-GAMCO Investors, Inc.
Michael J. Burns Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Douglas Molyneux Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Lynch Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Paul J. Evanson President
Florida Light & Power Co.
P.O Box 14000
700 Universe Blvd.
Juno Beach, Fl 33408
Morris Berkowitz Business Consultant
163-43 Willets Point Blvd.
Whitestone, NY 11357
Mario J. Gabelli See above-Gabelli Funds, Inc.
Paul Woolard Business Consultant
116 East 68th Street
New York, NY 10021
E. Val Cerutti Business Consultant
Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10549
Ralph R. Papitto Chairman of the Board
AFC Cable Systems, Inc.
50 Kennedy Plaza
Suite 1250
Providence, RI 02903
Salvatore Muoio Vice President
Lazard Freres & Co. L.L.C.
One Rockefeller Plaza
New York, NY 10020-2327
Officers:
Mario J. Gabelli Chairman and Chief Executive
Officer
Joseph H. Epel Treasurer
Robert E. Dolan Chief Financial Officer
Carmine Ceraolo Assistant Controller
Robert A. Hurwich Vice President-Administration,
Secretary and General Counsel
Spinnaker Industries, Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Directors:
Joseph P. Rhein 5003 Central Avenue
Ocean City, NJ 08226
Richard J. Boyle The Boyle Group, Inc.
6110 Blue Circle Drive
Suite 250
Minnetonka, MN 55343
Ned N. Fleming, III Boyle, Fleming,
George & Co., Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Mario J. Gabelli See above-Gabelli Funds, Inc.
Robert E. Dolan See above Lynch Corporation
Anthonie C. van Ekris Chairman and Chief
Executive Officer
Balmac International, Inc.
61 Broadway
Suite 1900
New York, NY 10006
Philip W. Colburn Chairman of the Board
The Allen Group Inc.
11611 San Vicente Blvd.
Los Angeles, CA 90049
Officers:
James W. Toman Controller
Ned N. Fleming, III President
Richard J. Boyle Chairman and
Chief Executive Officer
Robert A. Hurwich Secretary
Mark A. Matteson Vice President, Corporate
Development
Entoleter, Inc.
251 Welton Street
Hamden, CT 06517
Directors:
Ned N. Fleming, III See above-Spinnaker
Mark A. Matteson See above-Spinnaker
James W. Toman See above-Spinnaker
Robert P. Wentzel See above Entoleter
James Fleming 230 Saugatuck Avenue, Unit 8
Westport, CT 06880
Officers:
James W. Toman Chief Financial Officer
and Secretary
Robert P. Wentzel President
Anthony R. Massaro Vice President-Manufacturing
Western New Mexico Telephone Company
314 Yankee Street
Silver City, NM 88062
Directors:
Jack C. Keen Chairman
Jack W. Keen President
Dr. Brian E. Gordon Vice President
Mary Beth Baxter Secretary & Treasurer
Robert E. Dolan See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Carmine Ceraolo See above-Lynch Corporation
Joseph H. Epel See above-Lynch Corporation
Officers:
Jack C. Keen Chairman of the Board
Jack W. Keen President
Jack L. Bentley Executive Vice President
Dr. Brian E. Gordon Vice President
Charles M. Baxter Sr. Vice President-Operations
Mary Beth Baxter Secretary & Treasurer
Robert A. Hurwich Assistant Treasurer
Inter-Community Telephone Company
P.O. Box A
Nome, ND 58062
Directors:
Mary J. Carroll See above-Lynch Corporation
Carmine P. Ceraolo See above-Lynch Corporation
Robert E. Dolan See above-Lynch Corporation
Joseph H. Epel See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Leone A. Nilsen President
Roger J. Nilsen P.O. Box 146
Hannaford, ND 58448
Duane A. Plecity Secretary
Harry B. Snyder P.O. Box 131
Buffalo, ND 58011
Robert Snyder 200 Broadway South
Buffalo, ND 58011
Officers:
Leone A. Nilsen President
Robert Snyder Vice President
Duane A. Plecity Secretary
Harry B. Snyder Treasurer
Joseph H. Epel Assistant Treasurer
Robert A. Hurwich Assistant Secretary
Lynch Telecommunications Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Richard A. Kiesling 2801 International Lane
Suite 207
Madison, WI 53740
Jack C. Keen See above-Western New Mexico
Telephone Company
Robert A. Snyder See above-Inter-Community
Telephone Company
Officers:
Robert A. Hurwich Secretary
Joseph H. Epel Treasurer and
Assistant Secretary
Robert E. Dolan Controller, Assistant Treasurer
and Assistant Secretary
Lynch Telephone Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Robert E. Dolan Controller
Jack C. Keen Chairman
Officers:
Jack C. Keen Chairman
Jack W. Keen President
Robert A. Hurwich Secretary
Mary Beth Baxter Treasurer and
Assistant Secretary
Robert E. Dolan Controller
EXHIBIT PP
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as April 5, 1996 (as
amended, modified or supplemented from time to time, this
"Agreement"), made by each of the undersigned pledgors (each
a "Pledgor" and, collectively, the "Pledgors"), in favor of
BANKERS TRUST COMPANY, as Collateral Agent for the benefit of
the Secured Creditors referred to below (in such capacity,
the "Pledgee"). Except as otherwise defined herein, capital-
ized terms used herein and defined in the Credit Agreement
(as defined below) shall be used herein as therein defined.
W I T N E S S E T H :
WHEREAS, Spinnaker Industries, Inc. (the "Compa-
ny"), the Lenders named therein and Bankers Trust Company, as
Administrative Agent, have entered into a Senior Credit
Agreement, dated as of April 5, 1996 (as amended, modified or
supplemented from time to time, the "Credit Agreement"),
providing for the making of the Loans to the Company as
contemplated therein, (each such Lender, together with the
Pledgee, are herein called) the "Secured Creditors");
WHEREAS, it is a condition precedent to the making
of the Loans to the Company under the Credit Agreement that
each Pledgor shall have executed and delivered to the Pledgee
this Agreement; and
WHEREAS, each Pledgor desires to execute this
Agreement to satisfy the conditions described in the preced-
ing paragraph;
NOW, THEREFORE, in consideration of the benefits
accruing to each Pledgor, the receipt and sufficiency of
which are hereby acknowledged, each Pledgor hereby makes the
following representations and warranties to the Pledgee and
hereby covenants and agrees with the Pledgee, in each case
for the benefit of the Secured Creditors, as follows:
1. SECURITY FOR OBLIGATIONS. This Agreement is
made by each Pledgor for the benefit of the Secured Creditors
to secure:
(i) the full and prompt payment when due (whether
at the stated maturity, by acceleration or otherwise) of
all obligations and liabilities of the Borrower, whether
now existing or hereafter incurred under, arising out
of, or in connection with, the Credit Agreement and any
other Loan Document to which the Borrower is a party and
the due performance and compliance by the Borrower with
the terms of each such Loan Document;
(ii) any and all sums advanced by the Pledgee in
order to preserve the Collateral (as hereinafter
defined) or preserve its security interest in the Col-
lateral;
(iii) in the event of any proceeding for the collec-
tion or enforcement of any indebtedness, obligations, or
liabilities referred to in clause (i) above, after an
Event of Default shall have occurred and be continuing,
the reasonable expenses of retaking, holding, preparing
for sale or lease, selling or otherwise disposing or
realizing on the Collateral, or of any exercise by the
Pledgee of its rights hereunder, together with reason-
able attorneys' fees and court costs; and
(iv) all amounts paid by any Indemnitee (as defined
in Section 11 hereof) as to which such Indemnitee has
the right to reimbursement under Section 11 of this
Agreement;
all such obligations, liabilities, sums and expenses set
forth in clauses (i) through (iv) of this Section 1 being
herein collectively called the "Obligations".
2. DEFINITION OF STOCK, NOTES, SECURITIES, ETC.
As used herein: (i) the term "Stock" shall mean all of the
issued and outstanding shares of capital stock at any time
owned by (x) the Company in any corporation (other than
Central Products, except as provided below), including
Entoleter and Brown Bridge, provided that the term Stock
shall include (and the Company shall pledge hereunder) the
capital stock of Central Products upon the earlier of (A) the
payment in full of all amounts outstanding under the Existing
Central Products Credit Agreement and (B) the release by the
lenders under the Existing Central Products Credit Agreement
of their lien on such capital stock, (y) each other Pledgor
in the Company (including any capital stock issued upon the
exercise of any option's, rights or warrants to purchase
capital stock of the Company), Entoleter and Brown Bridge and
(z) Boyle Fleming in any warrants (the "Warrants") to
purchase shares of the capital stock of the Company; (ii) the
term "Notes" shall mean all promissory notes from time to
time issued to, or held by, the Company; and (iii) the term
"Securities" shall mean all of the Stock and Notes. Each
Pledgor represents and warrants that on the date hereof (i)
the Stock held by such Pledgor consists of the number and
type of shares of (or Warrants to purchase shares of) the
stock of the corporations as described in Annex A hereto;
(ii) such Stock constitutes that percentage of the issued and
outstanding capital stock of (or, in the case of Warrants,
the right to purchase that percentage of the issued and
outstanding capital stock of) the issuing corporation as is
set forth in Annex A hereto; (iii) the Notes held by the
Company consist of the promissory notes described in Annex B
hereto; and (iv) on the date hereof, such Pledgor owns no
other Securities.
3. PLEDGE OF SECURITIES, ETC.
3.1 Pledge. To secure the Obligations and for the
purposes set forth in Section 1 hereof, each Pledgor hereby:
(i) grants to the Pledgee for the benefit of the Secured
Creditors a security interest in all of the Collateral at any
time owned by such Pledgor; (ii) pledges and deposits as
security with the Pledgee the Securities owned by such
Pledgor on the date hereof, and delivers to the Pledgee
certificates or instruments therefor, duly endorsed in blank
in the case of Notes and accompanied by undated stock powers
duly executed in blank by such Pledgor in the case of Stock,
or such other instruments of transfer as are acceptable to
the Pledgee; and (iii) assigns, transfers, hypothecates,
mortgages, charges and sets over to the Pledgee all of such
Pledgor's right, title and interest in and to such Securities
(and in and to all certificates or instruments evidencing
such Securities) at any time owned by such Pledgor, to be
held by the Pledgee, upon the terms and conditions set forth
in this Agreement.
3.2 Subsequently Acquired Securities. If any
Pledgor shall acquire (by purchase, stock dividend, exercise
of any Warrant or otherwise) any additional Securities at any
time or from time to time after the date hereof, such Pledgor
will forthwith pledge and deposit such Securities (or
certificates or instruments representing such Securities) as
security with the Pledgee and deliver to the Pledgee certifi-
cates therefor or instruments thereof, duly endorsed in blank
in the case of Notes and accompanied by undated stock powers
duly executed in blank in the case of Stock, or such other
instruments of transfer as are acceptable to the Pledgee, and
will promptly thereafter deliver to the Pledgee a certificate
executed by a principal executive officer of such Pledgor
describing such Securities and certifying that the same have
been duly pledged with the Pledgee hereunder.
3.3 Uncertificated Securities. Notwithstanding
anything to the contrary contained in Sections 3.1 and 3.2
hereof, if any Securities (whether now owned or hereafter
acquired) are uncertificated securities, the respective
Pledgor shall promptly notify the Pledgee thereof, and shall
promptly take all actions required to perfect the security
interest of the Pledgee under applicable law (including, in
any event, under Sections 8-313 and 8-321 of the New York
UCC, if applicable). Each Pledgor further agrees to take
such actions as the Pledgee deems necessary or desirable to
effect the foregoing and to permit the Pledgee to exercise
any of its rights and remedies hereunder, and agrees to
provide an opinion of counsel reasonably satisfactory to the
Pledgee with respect to any such pledge of uncertificated
Securities promptly upon request of the Pledgee.
3.4 Definition of Pledged Stock, Pledged Notes,
Pledged Securities and Collateral. All Stock at any time
pledged or required to be pledged hereunder is hereinafter
called the "Pledged Stock;" all Notes at any time pledged or
required to be pledged hereunder are hereinafter called the
"Pledged Notes;" all of the Pledged Stock and Pledged Notes
together are hereinafter called the "Pledged Securities,"
which together with all proceeds thereof, including any
securities and moneys received and at the time held by the
Pledgee hereunder, is hereinafter called the "Collateral."
4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC.
The Pledgee shall have the right to appoint one or more sub-
agents for the purpose of retaining physical possession of
the Pledged Securities, which may be held (in the discretion
of the Pledgee) in the name of such Pledgor, endorsed or
assigned in blank or in favor of the Pledgee or any nominee
or nominees of the Pledgee or a sub-agent appointed by the
Pledgee. The Pledgee agrees to promptly notify the relevant
Pledgor after the appointment of any sub-agent; provided,
however, that the failure to give such notice shall not
affect the validity of such appointment. Notwithstanding
anything to the contrary contained in this Agreement, the
agent or any lender under the Existing Brown Bridge Credit
Agreement and the Existing Entoleter Credit Agreement, as the
case may be, which holds the capital stock of Brown Bridge
and Entoleter shall act as a sub-agent for the Pledgee for
purposes of retaining physical possession of the shares of
capital stock of Brown Bridge and Entoleter, as the case may
be, so long as the shares of Brown Bridge and Entoleter
remain subject to the pledge under the Existing Brown Bridge
Credit Agreement and the Existing Entoleter Credit Agreement,
as the case may be.
5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Un-
less and until (i) an Event of Default shall have occurred
and be continuing and (ii) written notice thereof shall have
been given by the Pledgee to the relevant Pledgor (provided,
that if an Event of Default specified in Section 7.6 or 7.7
of the Credit Agreement shall occur, no such notice shall be
required), each Pledgor shall be entitled to exercise any and
all voting and other consensual rights pertaining to the
Pledged Securities and to give all consents, waivers or rati-
fications in respect thereof; provided, that no vote shall be
cast or any consent, waiver or ratification given or any
action taken which would violate or be inconsistent with any
of the terms of this Agreement or any other Loan Document, or
which would have the effect of impairing the position or
interests of the Pledgee in the Collateral. All such rights
of such Pledgor to vote and to give consents, waivers and
ratifications shall cease in case an Event of Default shall
occur and be continuing, and Section 7 hereof shall become
applicable.
6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless an
Event of Default shall have occurred and be continuing, all
cash dividends payable in respect of the Pledged Stock and
all payments in respect of the Pledged Notes shall be paid to
the respective Pledgor to the extent that the payment thereof
is permitted by the Credit Agreement; provided, that all cash
dividends payable in respect of the Pledged Stock which are
(i) not permitted to be paid pursuant to the Credit Agreement
or (ii) determined by the Pledgee to represent in whole or in
part an extraordinary, liquidating or other distribution in
return of capital shall be paid, to the extent so determined
to represent an extraordinary, liquidating or other distribu-
tion in return of capital, to the Pledgee and retained by it
as part of the Collateral. The Pledgee shall also be enti-
tled to receive directly, and to retain as part of the
Collateral:
(i) all other or additional stock or other
securities or property (other than cash) paid or
distributed by way of dividend or otherwise in respect
of the Pledged Stock;
(ii) all other or additional stock or other secu-
rities or property (including cash) paid or distributed
in respect of the Pledged Stock by way of stock-split,
spin-off, split-up, reclassification, combination of
shares or similar rearrangement; and
(iii) all other or additional stock or other secu-
rities or property (including cash) which may be paid in
respect of the Collateral by reason of any consolida-
tion, merger, exchange of stock, conveyance of assets,
liquidation or similar corporate reorganization;
7. REMEDIES IN CASE OF EVENT OF DEFAULT. In case
an Event of Default shall have occurred and be continuing,
the Pledgee shall be entitled to exercise all of the rights,
powers and remedies (whether vested in it by this Agreement
or by any other Loan Document or by law) for the protection
and enforcement of its rights in respect of the Collateral,
and the Pledgee shall be entitled, without limitation, to
exercise the following rights, which each Pledgor hereby
agrees to be commercially reasonable:
(i) to receive all amounts payable in respect of
the Collateral payable to such Pledgor under Section 6
hereof;
(ii) to transfer all or any part of the Pledged
Securities into the Pledgee's name or the name of its
nominee or nominees (the Pledgee agrees to promptly
notify the relevant Pledgor after such transfer;
provided, however, that the failure to give such notice
shall not affect the validity of such transfer);
(iii) to accelerate any Pledged Note which may be
accelerated in accordance with its terms, and take any
other action to collect upon any Pledged Note (includ-
ing, without limitation, to make any demand for payment
thereon);
(iv) subject to the giving of written notice to the
relevant Pledgor in accordance with (and to the extent
required by) clause (ii) of Section 5 hereof, to vote
all or any part of the Pledged Stock (whether or not
transferred into the name of the Pledgee) and give all
consents, waivers and ratifications in respect of the
Collateral and otherwise act with respect thereto as
though it were the outright owner thereof (each Pledgor
hereby irrevocably constituting and appointing the
Pledgee the proxy and attorney-in-fact of such Pledgor,
with full power of substitution to do so); and
(v) at any time or from time to time to sell,
assign and deliver, or grant options to purchase, all or
any part of the Collateral, or any interest therein, at
any public or private sale, without demand of perform-
ance, advertisement or notice of intention to sell or of
the time or place of sale or adjournment thereof or to
redeem or otherwise (all of which are hereby waived by
each Pledgor), for cash, on credit or for other proper-
ty, for immediate or future delivery without any assump-
tion of credit risk, and for such price or prices and on
such terms as the Pledgee in its absolute discretion may
determine; provided, that at least 10 days' notice of
the time and place of any such sale shall be given to
such Pledgor. Each Pledgor hereby waives and releases
to the fullest extent permitted by law any right or
equity of redemption with respect to the Collateral,
whether before or after sale hereunder, and all rights,
if any, of marshalling the Collateral and any other
security for the Obligations or otherwise. At any such
sale, unless prohibited by applicable law, the Pledgee
or any other Secured Creditor may bid for and purchase
all or any part of the Collateral so sold free from any
such right or equity of redemption. The Pledgee shall
not be liable for failure to collect or realize upon any
or all of the Collateral or for any delay in so doing
nor shall any of them be under any obligation to take
any action whatsoever with regard thereto.
8. REMEDIES, ETC., CUMULATIVE. Each right, power
and remedy of the Pledgee provided for in this Agreement or
any other Loan Document or now or hereafter existing at law
or in equity or by statute shall be cumulative and concurrent
and shall be in addition to every other such right, power or
remedy. The exercise or beginning of the exercise by the
Pledgee or any other Secured Creditor of any one or more of
the rights, powers or remedies provided for in this Agreement
or any other Loan Document or now or hereafter existing at
law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by the Pledgee or
any other Secured Creditor of all such other rights, powers
or remedies, and no failure or delay on the part of the
Pledgee or any other Secured Creditor to exercise any such
right, power or remedy shall operate as a waiver thereof. No
notice to or demand on any Pledgor in any case shall entitle
it to any other or further notice or demand in similar or
other circumstances or constitute a waiver of any of the
rights of the Pledgee or any other Secured Creditor to any
other or further action in any circumstances without notice
or demand. The Secured Creditors agree that this Agreement
may be enforced only by the action of the Administrative
Agent or the Pledgee, in each case acting upon the instruc-
tions of the Required Lenders, and that no other Secured
Creditor shall have any right individually to seek to enforce
or to enforce this Agreement or to realize upon the security
to be granted hereby, it being understood and agreed that
such rights and remedies may be exercised by the Administra-
tive Agent or the Pledgee, as the case may be, for the
benefit of the Secured Creditors upon the terms of this
Agreement.
9. APPLICATION OF PROCEEDS. (a) All moneys col-
lected by the Pledgee upon any sale or other disposition of
the Collateral, together with all other moneys received by
the Pledgee hereunder, shall be applied as follows:
(i) first, to the payment of all Obligations owing
the Pledgee of the type described in clauses (ii) and
(iii) of Section 1 of this Agreement;
(ii) second, to the extent proceeds remain after
the application pursuant to the preceding clause (i), an
amount equal to the outstanding Obligations shall be
paid to the Secured Creditors as provided in
Section 9(c) hereof with each Secured Creditor receiving
an amount equal to its outstanding Obligations or, if
the proceeds are insufficient to pay in full all such
Obligations, its Pro Rata Share (as defined below) of
the amount remaining to be distributed; and
(iii) third, to the extent proceeds remain after the
application pursuant to the preceding clauses (i) and
(ii), and following the termination of this Agreement
pursuant to Section 18(a) hereof, to the relevant
Pledgor or, to the extent directed by such Pledgor or a
court of competent jurisdiction, to whomever may be
lawfully entitled to receive such surplus.
(b) For purposes of this Agreement, "Pro Rate
Share" shall mean, when calculating a Secured Creditor's
portion of any distribution or amount, that amount
(expressed as a percentage) equal to a fraction the
numerator of which is the then unpaid amount of such
Secured Creditor's Obligations and the denominator of
which is the then outstanding amount of all Obligations.
(c) All payments required to be made to the
Secured Creditors hereunder shall be made to the
Administrative Agent under the Credit Agreement for the
account of the Secured Creditors.
(d) For purposes of applying payments received in
accordance with this Section 9, the Pledgee shall be
entitled to rely upon the Administrative Agent under the
Credit Agreement for a determination (which the Adminis-
trative Agent and the Secured Creditors agree (or shall
agree) to provide upon request of the Pledgee) of the
outstanding Obligations owed to the Secured Creditors.
Unless it has actual knowledge (including by way of
written notice from a Secured Creditor) to the contrary,
the Administrative Agent under the Credit Agreement, in
furnishing information pursuant to the preceding
sentence, and Pledgee, in acting hereunder, shall be
entitled to assume that no Obligations other than
principal, interest and regularly accruing fees are
owing to any Secured Creditor.
(e) It is understood and agreed that the Company
shall remain liable to the extent of any deficiency
between the amount of the proceeds of the Collateral
hereunder and the aggregate amount of the Obligations.
10. PURCHASERS OF COLLATERAL. Upon any sale of
the Collateral by the Pledgee hereunder (whether by virtue of
the power of sale herein granted, pursuant to judicial pro-
cess or otherwise), the receipt of the Pledgee or the officer
making the sale shall be a sufficient discharge to the pur-
chaser or purchasers of the Collateral so sold, and such
purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to
the Pledgee or such officer or be answerable in any way for
the misapplication or nonapplication thereof.
11. INDEMNITY. Each Pledgor jointly and severally
agrees (i) to indemnify and hold harmless the Pledgee, each
other Secured Creditor and their respective officers,
directors, employees, agents, servants, affiliates, succes-
sors and assigns (each an "Indemnitee") from and against any
and all claims, demands, losses, judgments and liabilities of
whatsoever kind or nature, and (ii) to reimburse each
Indemnitee for all costs and expenses, including reasonable
attorneys' fees, growing out of or resulting from this Agree-
ment or the exercise by the Pledgee of any right or remedy
granted to it hereunder or under any other Loan Document
except, with respect to clauses (i) and (ii) above, for those
arising solely from such Indemnitee's gross negligence or
willful misconduct. In no event shall the Pledgee be liable,
in the absence of gross negligence or willful misconduct on
its part, for any matter or thing in connection with this
Agreement other than to account for moneys actually received
by it in accordance with the terms hereof. If and to the
extent that the obligations of the Pledgors under this Sec-
tion 11 are unenforceable for any reason, each Pledgor hereby
agrees to make the maximum contribution to the payment and
satisfaction of such obligations which is permissible under
applicable law.
12. FURTHER ASSURANCES; POWER-OF-ATTORNEY.
(a) Each Pledgor agrees that it will join with the Pledgee
in executing and, at such Pledgor's own expense, file and
refile under the applicable Uniform Commercial Code in any
jurisdiction such financing statements, continuation state-
ments and other documents in such offices as the Pledgee may
deem necessary or appropriate and wherever required or per-
mitted by law in order to perfect and preserve the Pledgee's
security interest in the Collateral and hereby authorizes the
Pledgee to file financing statements and amendments thereto
relative to all or any part of the Collateral without the
signature of such Pledgor where permitted by law, and agrees
to do such further acts and things and to execute and deliver
to the Pledgee such additional conveyances, assignments,
agreements and instruments as the Pledgee may reasonably re-
quire or deem advisable to carry into effect the purposes of
this Agreement or to further assure and confirm unto the
Pledgee its rights, powers and remedies hereunder.
(b) Each Pledgor hereby appoints the Pledgee such
Pledgor's attorney-in-fact, with full authority in the place
and stead of such Pledgor and in the name of such Pledgor or
otherwise, from time to time after the occurrence and during
the continuance of an Event of Default, in the Pledgee's
discretion to take any action and to execute any instrument
which the Pledgee may reasonably deem necessary or advisable
to accomplish the purposes of this Agreement.
13. THE PLEDGEE AS AGENT. The Pledgee will hold
in accordance with this Agreement all items of the Collateral
at any time received under this Agreement. It is expressly
understood and agreed that the obligations of the Pledgee as
holder of the Collateral and interests therein and with res-
pect to the disposition thereof, and otherwise under this
Agreement, are only those expressly set forth in this Agree-
ment and in the Credit Agreement. The Pledgee shall act
hereunder on the terms and conditions set forth herein and in
Section 8 of the Credit Agreement.
14. TRANSFER BY PLEDGORS. (a) The Company will
not sell or otherwise dispose of, grant any option with
respect to, or mortgage, pledge or otherwise encumber any of
the Collateral owned by it or any interest therein except as
otherwise permitted by the Credit Agreement.
(b) LMC and Boyle Fleming will not sell, assign,
transfer, or otherwise dispose of, grant any option with
respect to, or mortgage, pledge or otherwise encumber any of
the Collateral owned by them or any interest therein except
pursuant to this Agreement or with the prior written consent
of the Required Lenders or all of the Lenders to the extent
required by Section 9.6 of the Credit Agreement, provided,
however, LMC shall have the right to transfer shares of the
capital stock of the Company owned by it to Lynch so long as
(i) at least ten days prior written notice thereof is given
by LMC to the Pledgee and (ii) Lynch shall have executed a
counterpart of this Agreement and delivered the same to the
Pledgee pursuant to which Lynch shall become a "Pledgor"
hereunder with respect to the shares of capital stock of the
Company so transferred to it and Lynch shall assume all
obligations and liabilities of a "Pledgor" hereunder and
shall duly pledge and deliver to the Pledgee the shares of
capital stock of the Company so transferred to it accompanied
by undated stock powers duly executed in blank.
15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF
PLEDGOR. Each Pledgor represents, warrants and covenants as
to itself that (i) it is the legal, record and beneficial
owner of, and has good and marketable title to, all Securi-
ties pledged by it hereunder, subject to no pledge, lien,
mortgage, hypothecation, security interest, charge, option or
other encumbrance whatsoever, except (x) the liens and
security interests created by this Agreement; (y) the liens
and security interests created by the Existing Brown Bridge
Credit Agreement in the shares of capital stock of Brown
Bridge; and (z) the liens and security interests created by
the Existing Entoleter Credit Agreement in the shares of
capital stock of Entoleter; (ii) it has full power, authority
and legal right to pledge all the Securities pledged by it
pursuant to this Agreement; (iii) this Agreement has been
duly authorized, executed and delivered by such Pledgor and
constitutes a legal, valid and binding obligation of such
Pledgor enforceable in accordance with its terms, except to
the extent that the enforceability hereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights generally
and by equitable principles (regardless of whether enforce-
ment is sought in equity or at law); (iv) except to the
extent already obtained or made no consent of any other party
(including, without limitation, any stockholder or creditor
of such Pledgor or any of its Subsidiaries) and no consent,
license, permit, approval or authorization of, exemption by,
notice or report to, or registration, filing or declaration
with, any governmental authority is required to be obtained
by such Pledgor in connection with the execution, delivery or
performance of this Agreement, or in connection with the
exercise of its rights and remedies pursuant to this Agree-
ment, except as may be required in connection with the
disposition of the Securities by laws affecting the offering
and sale of securities generally; (v) the execution, delivery
and performance of this Agreement by such Pledgor does not
violate any provision of any applicable law or regulation or
of any order, judgment, writ, award or decree of any court,
arbitrator or governmental authority, domestic or foreign, or
of the Certificate or Articles of Incorporation or By-Laws of
such Pledgor or any of its Subsidiaries or of any securities
issued by such Pledgor or any of its Subsidiaries, or of any
mortgage, indenture, lease, deed of trust, agreement,
instrument or undertaking to which such Pledgor or any of its
Subsidiaries is a party or which purports to be binding upon
such Pledgor or any of its Subsidiaries or upon any of their
respective assets and will not result in the creation or
imposition (or the obligation to create or impose) of any
lien or encumbrance on any of the assets of such Pledgor or
any of its Subsidiaries except as contemplated by this
Agreement; (vi) all the shares of the Stock have been duly
and validly issued, are fully paid and nonassessable and are
subject to no options to purchase or similar rights; (vii)
each of the Pledged Notes constitutes, or when executed by
the obligor thereof will constitute, the legal, valid and
binding obligation of such obligor, enforceable in accordance
with its terms, except to the extent that the enforceability
thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting
creditors' rights generally and by equitable principles
(regardless of whether enforcement is sought in equity or at
law); and (viii) the pledge and assignment of the Securities
pursuant to this Agreement, together with the delivery of the
Securities pursuant to this Agreement (which delivery has
been made), creates a valid and perfected first security
interest in such Securities and the proceeds thereof (or (x)
in the case of the shares of capital stock of Brown Bridge
and the proceeds thereof, a valid and perfected second
security interest so long as the shares of Brown Bridge
remain subject to the pledge under the Existing Brown Bridge
Credit Agreement and (y) in the case of the shares of capital
stock of Entoleter and the proceeds thereof, a valid and
perfected second security interest so long as the shares of
Entoleter remain subject to the pledge under the Existing
Entoleter Credit Agreement) subject to no prior lien or
encumbrance or to any agreement purporting to grant to any
third party a lien or encumbrance on the property or assets
of such Pledgor which would include the Securities (other
than as set forth above). Each Pledgor covenants and agrees
that it will defend the Pledgee's right, title and security
interest in and to the Securities and the proceeds thereof
against the claims and demands of all persons whomsoever; and
such Pledgor covenants and agrees that it will have like
title to and right to pledge any other property at any time
hereafter pledged to the Pledgee as Collateral hereunder and
will likewise defend the right thereto and security interest
therein of the Pledgee.
16. PLEDGORS' OBLIGATIONS ABSOLUTE, ETC. The ob-
ligations of each Pledgor under this Agreement shall be abso-
lute and unconditional and shall remain in full force and
effect without regard to, and shall not be released, suspend-
ed, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever, including, without
limitation: (i) any renewal, extension, amendment or modifi-
cation of or addition or supplement to or deletion from any
Loan Document or any other instrument or agreement referred
to therein, or any assignment or transfer of any thereof;
(ii) any waiver, consent, extension, indulgence or other
action or inaction under or in respect of any such agreement
or instrument or this Agreement; (iii) any furnishing of any
additional security to the Pledgee or its assignee or any
acceptance thereof or any release of any security by the
Pledgee or its assignee; (iv) any limitation on any party's
liability or obligations under any such instrument or agree-
ment or any invalidity or unenforceability, in whole or in
part, of any such instrument or agreement or any term there-
of; or (v) any bankruptcy, insolvency, reorganization, compo-
sition, adjustment, dissolution, liquidation or other like
proceeding relating to such Pledgor or any Subsidiary of such
Pledgor, or any action taken with respect to this Agreement
by any trustee or receiver, or by any court, in any such
proceeding, whether or not such Pledgor shall have notice or
knowledge of any of the foregoing.
17. REGISTRATION, ETC. (a) If an Event of De-
fault shall have occurred and be continuing and any Pledgor
shall have received from the Pledgee a written request or
requests that such Pledgor cause any registration, qualifica-
tion or compliance under any Federal or state securities law
or laws to be effected with respect to all or any part of the
Pledged Stock, such Pledgor as soon as practicable and at its
expense will use its best efforts to cause such registration
to be effected (and be kept effective) and will use its best
efforts to cause such qualification and compliance to be
effected (and be kept effective) as may be so requested and
as would permit or facilitate the sale and distribution of
such Pledged Stock, including, without limitation, registra-
tion under the Securities Act of 1933 as then in effect (or
any similar statute then in effect), appropriate qualifica-
tions under applicable blue sky or other state securities
laws and appropriate compliance with any other government
requirements; provided, that the Pledgee and each other
Secured Creditor shall furnish to such Pledgor such informa-
tion regarding the Pledgee or such other Secured Creditor as
such Pledgor may request in writing and as shall be required
in connection with any such registration, qualification or
compliance. Such Pledgor will cause the Pledgee to be kept
advised in writing as to the progress of each such registra-
tion, qualification or compliance and as to the completion
thereof, will furnish to the Pledgee such number of prospec-
tuses, offering circulars or other documents incident thereto
as the Pledgee from time to time may reasonably request, and
will indemnify the Pledgee and each other Secured Creditor
and all others participating in the distribution of the
Pledged Stock against all claims, losses, damages and lia-
bilities caused by any untrue statement (or alleged untrue
statement) of a material fact contained therein (or in any
related registration statement, notification or the like) or
by any omission (or alleged omission) to state therein (or in
any related registration statement, notification or the like)
a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as
the same may have been caused by an untrue statement or
omission based upon information furnished in writing to such
Pledgor by the Pledgee or such other Secured Creditor
expressly for use therein.
(b) If at any time when the Pledgee shall deter-
mine to exercise its right to sell all or any part of the
Pledged Securities pursuant to Section 7 hereof, such Pledged
Securities or the part thereof to be sold shall not, for any
reason whatsoever, be effectively registered under the Secur-
ities Act of 1933, as then in effect, the Pledgee may, in its
sole and absolute discretion, sell such Pledged Securities or
part thereof by private sale in such manner and under such
circumstances as the Pledgee may deem necessary or advisable
in order that such sale may legally be effected without such
registration. Without limiting the generality of the
foregoing, in any such event the Pledgee, in its sole and
absolute discretion: (i) may proceed to make such private
sale notwithstanding that a registration statement for the
purpose of registering such Pledged Securities or part
thereof shall have been filed under such Securities Act; (ii)
may approach and negotiate with a single possible purchaser
to effect such sale; and (iii) may restrict such sale to a
purchaser 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 Securities
or part thereof. In the event of any such sale, the Pledgee
shall incur no responsibility or liability for selling all or
any part of the Pledged Securities at a price which the
Pledgee, in its sole and absolute discretion, may in good
faith deem reasonable under the circumstances, notwith-
standing the possibility that a substantially higher price
might be realized if the sale were deferred until after reg-
istration as aforesaid.
18. TERMINATION, RELEASE. (a) After the Termina-
tion Date (as defined below), this Agreement shall terminate
(provided that all indemnities set forth herein including,
without limitation, in Section 11 hereof, shall survive any
such termination) and the Pledgee, at the request and expense
of the respective Pledgor, will promptly execute and deliver
to such Pledgor a proper instrument or instruments acknowl-
edging the satisfaction and termination of this Agreement,
and will duly assign, transfer and deliver to such Pledgor
(without recourse and without any representation or warranty)
such of the Collateral as may be in the possession of the
Pledgee and as has not theretofore been sold or otherwise
applied or released pursuant to this Agreement, together with
any moneys at the time held by the Pledgee hereunder. As
used in this Agreement, "Termination Date" shall mean the
date upon which no Note (as defined in the Credit Agreement)
is outstanding and the Loans and all other Obligations have
been paid in full.
(b) In the event that any part of the Collateral
is sold in connection with a sale permitted by Section 6.6 of
the Credit Agreement or is otherwise released at the direc-
tion of the Required Lenders (or all the Lenders if required
by Section 9.6 of the Credit Agreement), the Pledgee, at the
request and expense of such Pledgor, will duly assign,
transfer and deliver to such Pledgor (without recourse and
without any representation or warranty) such of the Collater-
al as is then being (or has been) so sold or released and as
may be in possession of the Pledgee and has not heretofore
been released pursuant to this Agreement.
(c) Notwithstanding anything to the contrary
contained above, upon the presentment of satisfactory
evidence to the Pledgee in its sole discretion that all
obligations evidenced by any Pledged Note have been repaid in
full, and that any payments received by the relevant Pledgor
were permitted to be received by such Pledgor pursuant to
Section 6 hereof, the Pledgee shall, upon the request and at
the expense of such Pledgor, duly assign, transfer and
deliver to such Pledgor (without recourse and without any
representation or warranty) such Pledged Note if same is then
in the possession of the Pledgee and has not theretofore been
sold or otherwise applied or released pursuant to this
Agreement.
(d) Notwithstanding anything to the contrary
contained above, upon the exercise by Boyle Fleming of any A
Warrants (or any portion thereof) (as defined in the Boyle
Fleming Warrant Exercise Agreement), the Pledgee shall duly
assign, transfer and deliver to Boyle Fleming (without
recourse and without any representation or Warranty) the A
Warrants (or portion thereof) so exercised so long as any A
Warrants still held by Boyle Fleming (and any capital stock
of the Company issued upon the exercise of the A Warrants so
exercised) shall be pledged and deposited with the Pledgee as
provided herein.
(e) At any time that a Pledgor desires that
Collateral be released as provided in the foregoing Section
18(a), (b), (c) or (d), it shall deliver to the Pledgee a
certificate signed by a principal executive officer of such
Pledgor stating that the release of the respective Collateral
is permitted pursuant to Section 18(a), (b), (c) or (d).
19. NOTICES, ETC. All notices and other communi-
cations hereunder shall be in writing and shall be delivered
or mailed by first class mail, postage prepaid, addressed:
(a) if to any Pledgor, at its address set forth
opposite its signature below;
(b) if to the Pledgee, at:
Bankers Trust Company
One Bankers Trust Plaza
New York, New York 10006
Attention: Mary Kay Coyle
Telephone No.:(212) 250-9094
Telecopier No.:(212) 250-7218
or at such other address as shall have been furnished in
writing by any Person described above to the party required
to give notice hereunder.
20. WAIVER; AMENDMENT. None of the terms and
conditions of this Agreement may be changed, waived, modified
or varied in any manner whatsoever unless in writing duly
signed by each Pledgor directly affected thereby and the
Pledgee (with the written consent of the Required Lenders or
all of the Lenders to the extent required by Section 9.6 of
the Credit Agreement).
21. MISCELLANEOUS. This Agreement shall be bind-
ing upon the successors and assigns of each Pledgor and shall
inure to the benefit of the Secured Creditors and their
respective successors and assigns. THIS AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE STATE OF NEW YORK. The headings in this Agreement
are for purposes of reference only and shall not limit or
define the meaning hereof. This Agreement may be executed in
any number of counterparts, each of which shall be an orig-
inal, but all of which shall constitute one instrument.
22. RECOURSE. (a) This Agreement is made with
full recourse to the Company and pursuant to and upon all the
representations, warranties, covenants and agreements on the
part of the Company contained herein, in the other Loan
Documents and otherwise in writing in connection herewith or
therewith.
(b) The Pledgee and each other Secured Creditor
hereby acknowledge and agree that Boyle Fleming and LMC shall
not be personally liable for the payment of any sums now or
hereafter owing to the Secured Creditors in respect of the
Obligations owing by the Borrower to the Secured Creditors
pursuant to the Credit Agreement and the Notes. Upon the
occurrence and during the continuance of an Event of Default,
the Pledgee's and the other Secured Creditors' rights against
Boyle Fleming and LMC in respect of such Obligations shall be
limited to the foreclosure of the Lien created hereunder in
the Securities pledged by Boyle Fleming and LMC.
23. ACKNOWLEDGEMENT. The Secured Creditors
acknowledge and agree that the security interest in the
capital stock of Brown Bridge and Entoleter and the ability
to exercise remedies with respect to such capital stock are
subject to the Lien and security interest of the lenders
under the Existing Brown Bridge Credit Agreement and the
Existing Entoleter Credit Agreement, as the case may be.
IN WITNESS WHEREOF, each Pledgor and the Pledgee
have caused this Agreement to be executed by their duly
elected officers duly authorized as of the date first above
written.
<PAGE>
Address:
8 Sound Shore Drive
Suite 290
Greenwich, Connecticut
06830
Attention: Robert A.
Hurwich<PAGE>
LYNCH MANUFACTURING
CORPORATION, as a Pledgor
By /s/ Robert A. Hurwich
Title: President
Address:
600 N. Pearl Street
Suite 2160
Dallas, Texas 75201
Attention: Mark R. Matteson
Address:
600 N. Pearl Street
Suite 2160
Dallas, Texas 75201
Attention: Ned N. Fleming,
III
<PAGE>
SPINNAKER INDUSTRIES, INC., as a
Pledgor
By /s/ Ned N. Fleming, III
Title: President
BOYLE, FLEMING, GEORGE & CO.,
INC.,
as a Pledgor
By /s/ Ned N. Fleming, III
Title: President
<PAGE>
BANKERS TRUST COMPANY,
as Pledgee
By /s/ Mary Kay Coyle
Title: Managing Director
ANNEX A
to
PLEDGE AGREEMENT
LIST OF STOCKS
A second lien in 1000 shares of common stock, $100 par value,
of Entoleter, Inc., owned by Spinnaker Industries, Inc., and
pledged to TransAmerica Business Credit Corporation.
Any and all shares of common stock, no par value, of Spinna-
ker Industries, Inc., owned by Lynch Manufacturing Corpora-
tion.
Any and all shares of common stock, no par value, of Spinna-
ker Industries, Inc., owned by Boyle, Fleming, George & Co.,
Inc.
Class A Warrants to purchase any and all shares of common
stock, no par value, of Spinnaker Industries, Inc., owned by
Boyle, Fleming, George & Co., Inc.
A second lien in any and all shares of common stock, no par
value, of Spinnaker Industries, Inc., owned by Brown-Bridge
Industries, Inc. and pledge to TransAmerica Business Credit
Corporation.
<PAGE>
ANNEX B
to
PLEDGE AGREEMENT
LIST OF NOTES
Subordinated Promissory Note from Central Products Company to
Spinnaker Industries, Inc. in an original principal amount of
$5,000,000.
Promissory Note from Entoleter, Inc. to Spinnaker Industries,
Inc. in an original principal amount of $5,000,000.
<PAGE>
EXHIBIT QQ
April 5, 1996
Lynch Corporation
8 Sound Shore Drive
Suite 290
Greenwich, CT 06830
Re: Senior Credit Agreement dated as of
April 5, 1996, Among Spinnaker
Industries, Inc. ("Borrower"), the
Lenders Named therein and Bankers
Trust ("BTCo"), as Administrative
Agent (the "Credit Agreement")
Gentlemen:
Pursuant to the terms of the Credit Agreement, Boyle,
Fleming, George & Co., Inc. a Texas corporation ("Boyle
Fleming") executed and delivered to BTCo the Pledge Agree-
ment, dated April 5, 1996, by and among Lynch Manufacturing
Corporation, Boyle Fleming, Borrowers and BTCo (the "Pledge
Agreement"). Under the terms of the Pledge Agreement, Boyle
Fleming granted to BTCo a lien and security interest in all
of the issued and outstanding shares of capital stock of
Borrower now owned, or hereafter acquired, by Boyle Fleming
(including any capital stock issued upon the exercise of any
option, rights or warrants to purchase capital stock of
Borrower (the "BFG/Spinnaker Securities") to secure the
Obligations (as defined in the Pledge Agreement) including,
without limitation, those Obligations being evidenced by the
Notes (as defined in the Credit Agreement).
Boyle Fleming hereby acknowledges, confirms and agrees
that:
(i) in the event Lynch Corporation, or its
designee (collectively "Purchaser"), acquires the
Notes from BTCo, upon the proper assignment of
such Notes and rights under the Pledge Agreement
to such Purchaser, such Purchaser will be entitled
to <PAGE>
Lynch Corporation
April 5, 1996
Page 2
all of the rights and benefits of BTCo and the
Secured Creditors under the Credit Agreement and
the Pledge Agreement, including without limitation
the liens and security interests in the BFG/Spinna-
ker Securities; and
(ii) As long as stock of Borrower at any time
owned by Lynch Corporation, or any subsidiary of
Lynch Corporation, including without limitation
Lynch Manufacturing Corporation, is pledged or
otherwise subject to a security interest to secure
loans to Borrower (the "Lynch Pledge") under the
Credit Agreement or loans from other lenders whose
funds are used to payoff the loans under the
Credit Agreement or any refinancing thereof, Boyle
Fleming (a) shall not create, incur, assume or
suffer to exist any lien or security interest on
the BFG/Spinnaker Securities (except under the
Pledge Agreement) and (b) shall, at such time as
the BFG/Spinnaker Securities (or any part thereof)
shall cease to be pledged under the Pledge Agree-
ment, grant to Lynch Corporation, or its designee,
a first pledge and security interest in the
BFG/Spinnaker Securities not pledged under the
Pledge Agreement as security and collateral for
the Lynch Pledge.
Boyle Fleming further agrees to execute and deliver such
additional documents as may reasonably be requested to
evidence such rights, liens, and security interests.
BOYLE, FLEMING, GEORGE AND CO., INC.
By:______________________________
Name:____________________________
Title:___________________________
