{"id":41206,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/pledge-and-irrevocable-proxy-security-agreement-wells-fargo.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"pledge-and-irrevocable-proxy-security-agreement-wells-fargo","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/pledge-and-irrevocable-proxy-security-agreement-wells-fargo.html","title":{"rendered":"Pledge and Irrevocable Proxy Security Agreement &#8211; Wells Fargo Bank NA and Schuff International Inc."},"content":{"rendered":"<pre>                 PLEDGE AND IRREVOCABLE PROXY SECURITY AGREEMENT\n\n         THIS PLEDGE AND IRREVOCABLE PROXY SECURITY AGREEMENT is made and\nentered into as of the 27th day of September, 2001, by SCHUFF INTERNATIONAL,\nINC., a Delaware corporation (hereinafter called \"Pledgor\"), whose chief\nexecutive office (or residence if Pledgor is an individual without an office) is\nlocated at 420 South 19th Avenue, Phoenix, Arizona 85009, in favor of WELLS\nFARGO BANK, NATIONAL ASSOCIATION, and its successors and assigns, for itself and\nas agent for one or more Lenders (as hereinafter defined) (hereinafter called\n\"Secured Party\"), whose address is 100 West Washington, Phoenix, Arizona 85003,\nAttention: John Helms #S4101-251.\n\n1.       RECITALS\n\n         1.1 Secured Party has agreed to make certain financial accommodations\nto Pledgor.\n\n         1.2 Secured Party's agreement to make financial accommodations to\nPledgor is conditioned upon Secured Party's receiving a pledge and security\ninterest in all stock and securities issued by the corporations listed on \nSchedule A attached hereto (hereinafter when referred to in this\ncapacity called the \"Company\"), now owned or hereafter acquired by Pledgor.\n\n         1.3 Pledgor is the owner of shares of the stock of each Company as \nshown on Schedule A that Pledgor desires to pledge to Secured Party in\nconnection with Secured Party's financial accommodations to Pledgor.\n\n2.       PLEDGE OF STOCK\n\n         2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured\nParty and grants Secured Party a security interest in all issued and outstanding\nstock in the Company now owned or hereafter acquired by Pledgor, including\nwithout limitation the stock described on Schedule \"A\" attached hereto and by\nthis reference made a part hereof, together with all earnings thereon, all\nadditions thereto, all proceeds thereof from sale or otherwise, all\nsubstitutions therefor, and all securities issued with respect thereto as a\nresult of any stock dividend, stock split, warrants or other rights,\nreclassification, readjustment or other change in the capital structure of the\nCompany, and the securities of any corporation or other properties received upon\nthe conversion or exchange thereof pursuant to any merger, consolidation,\nreorganization, sale of assets or other agreement or received upon any\nliquidation of the Company or such other corporation (all hereinafter called the\n\"Pledged Securities\").\n\n         2.2 Upon the execution of this Agreement, Pledgor shall deliver to\nSecured Party certificates for the Pledged Securities, together with appropriate\nstock transfer powers therefor duly executed by Pledgor in blank in the form of\nExhibit \"1\" attached hereto. Immediately upon receipt, Pledgor shall deliver to\nSecured Party all certificates and other evidences of the Pledged Securities\nthat come into the possession, custody or control of Pledgor, together with\nappropriate stock transfer powers therefor duly executed by Pledgor in blank,\nand any other property constituting part of the Pledged Securities, free and\nclear of any prior lien, claim, charge or encumbrance.\n\n\n         2.3 Secured Party may receive, hold and\/or dispose of the Pledged\nSecurities subject and pursuant to all the terms, conditions and provisions\nhereof and of the Loan Agreement (defined below) until the Obligation (defined\nbelow) has been discharged in full. Secured Party is hereby authorized and\nempowered to take any and all action with respect to such property as authorized\nhereunder. In its discretion and without notice to Pledgor, Secured Party may\ntake any one or more of the following actions, without liability except to\naccount for property actually received by it:\n\n                  (a) transfer to or register in its name or the name of its\n         nominee any of the Pledged Securities, with or without indication of\n         the security interest herein created, and whether or not so transferred\n         or registered, receive the income, dividends and other distributions\n         thereon and hold them or apply them to the Obligation in any order of\n         priority;\n\n                  (b) exercise or cause to be exercised all voting and corporate\n         powers with respect to any of the Pledged Securities so registered or\n         transferred, including all rights of conversion, exchange, subscription\n         or any other rights, privileges or options pertaining to such Pledged\n         Securities, as if the absolute owner thereof;\n\n                  (c)      insure any of the Pledged Securities;\n\n                  (d) exchange any of the Pledged Securities for other property\n         upon a reorganization, recapitalization or other readjustment and, in\n         connection therewith, deposit any of the Pledged Securities with any\n         committee or depositary upon such terms as the Secured Party may\n         determine;\n\n                  (e) in its name, or in the name of Pledgor, demand, sue for,\n         collect or receive any money or property at any time payable or\n         receivable on account of, or in exchange for, any of the Pledged\n         Securities and, in connection therewith, endorse notes, checks, drafts,\n         money orders, documents of title or other evidences of payment,\n         shipment or storage in the name of Pledgor; and\n\n                  (f) make any compromise or settlement deemed advisable with\n         respect to any of the Pledged Securities.\n\nSecured Party shall be under no duty to exercise, or to withhold the exercise\nof, any of the rights, powers, privileges and options expressly or implicitly\ngranted to Secured Party in this Agreement, and shall not be responsible for any\nfailure to do so or delay in so doing.\n\n3.       OBLIGATION SECURED\n\n         This Agreement shall secure, in such order of priority as Secured Party\nmay elect:\n\n                  (a) Payment of the aggregate sum of $15,000,000.00 according\n         to the terms of those Revolving Promissory Notes dated June 30, 1998,\n         each made by Schuff Steel Company, a Delaware corporation (the \"Prior\n         Borrower\") to which\n\n\n                                      -2-\n\n         Pledgor is the successor in interest, payable respectively to the order\n         of one of the Lenders, each evidencing a revolving line of credit, all\n         or any part of which may be advanced to Pledgor, repaid by Pledgor and\n         readvanced to Pledgor, from time to time, subject to the terms and\n         conditions thereof, with interest thereon, extension and other fees,\n         late charges, prepayment premiums and attorneys' fees, according to the\n         terms thereof, and all extensions, modifications, renewals or\n         replacements thereof (hereinafter called the \"RLC Notes\");\n\n                  (b) Payment of the sum of $5,000,000.00, according to the\n         terms of that Revolving Promissory Note dated June 30, 1998, made by\n         the Prior Borrower, payable to the order of Secured Party as the Swing\n         Line Lender, evidencing a revolving line of credit, all or any part of\n         which may be advanced to Pledgor, repaid by Pledgor and readvanced to\n         Pledgor, from time to time, subject to the terms and conditions\n         thereof, with interest thereon, extension and other fees, late charges,\n         prepayment premiums and attorneys' fees, according to the terms\n         thereof, and all extensions, modifications, renewals or replacements\n         thereof (hereinafter called the \"Swing Line Note\" and with the RLC\n         Notes, the \"Note\");\n\n                  (c) Payment, performance and observance by Pledgor of each\n         covenant, condition, provision and agreement contained in that Credit\n         Agreement dated June 30, 1998, by and between the Prior Borrower, and\n         the lenders listed from time to time therein (collectively, the\n         \"Lenders\"), and Secured Party, as Arranger, Administrative Agent,\n         Issuing Bank and Swing Line Lender (hereinafter called the \"Credit\n         Agreement\") and of all monies expended or advanced by Secured Party\n         pursuant to the terms thereof or to preserve any right of Secured Party\n         thereunder;\n\n                  (d) Payment, performance and observance by Pledgor of each\n         covenant, condition, provision and agreement contained herein and of\n         all monies expended or advanced by Secured Party pursuant to the terms\n         hereof, or to preserve any right of Secured Party hereunder, or to\n         protect or preserve the Collateral or any part thereof; and\n\n                  (e) Payment and performance of any and all other indebtedness,\n         obligations and liabilities of Pledgor to Secured Party of every kind\n         and character, direct or indirect, absolute or contingent, due or to\n         become due, now existing or hereafter incurred, whether such\n         indebtedness is from time to time reduced and thereafter increased or\n         entirely extinguished and thereafter reincurred.\n\n         All of the indebtedness and obligations secured by this Agreement are\nhereinafter collectively called the \"Obligation.\"\n\n4.       REPRESENTATIONS AND WARRANTIES OF PLEDGOR\n\n         Pledgor hereby represents and warrants that:\n\n                                      -3-\n\n\n         4.1 If Pledgor is a corporation, partnership or trust, it (i) is duly\norganized, validly existing and in good standing under the laws of the state in\nwhich it is organized; (ii) is qualified to do business and is in good standing\nunder the laws of each state in which it is doing business; (iii) has full power\nand authority to own its properties and assets and to carry on its business as\nnow conducted; and (iv) is fully authorized and permitted to execute and deliver\nthis Agreement. The execution, delivery and performance by Pledgor of this\nAgreement and all other documents and instruments relating to the Obligation\nwill not result in any breach of the terms and conditions of, nor constitute a\ndefault under, any agreement or instrument under which Pledgor is a party or is\nobligated. Pledgor is not in default in the performance or observance of any\ncovenants, conditions or provisions of any such agreement or instrument.\n\n         4.2 The address of Pledgor set forth at the beginning of this Agreement\nis the chief executive office of Pledgor (or Pledgor's residence if Pledgor is\nan individual without an office).\n\n         4.3 The Pledged Securities are and shall be duly and validly issued and\npledged in accordance with applicable law, and this Agreement shall not\ncontravene any law, agreement or commitment binding Pledgor or the Company, and\nPledgor shall defend the right, title, lien and security interest of Secured\nParty in and to the Pledged Securities against the claims and demands of all\npersons and other entities whatsoever.\n\n         4.4 Pledgor has the right, power and authority to convey good and\nmarketable title to the Pledged Securities; and the Pledged Securities and the\nproceeds thereof are and shall be free and clear of all claims, mortgages,\npledges, liens, encumbrances and security interest of every nature whatsoever\nother than as imposed hereby or as set forth, if at all, on Schedule \"A\"\nattached hereto.\n\n5.       IRREVOCABLE PROXY\n\n         5.1 Pledgor irrevocably constitutes and appoints Secured Party, whether\nor not the Pledged Securities have been transferred into the name of Secured\nParty or its nominee, as Pledgor's proxy with full power, in the same manner, to\nthe same extent and with the same effect as if Pledgor were to do the same, in\nthe sole discretion of Secured Party:\n\n                  (a) To call a meeting of the stockholders of the Company and\n         to vote the Pledged Securities, to seek the consent of such\n         stockholders, to remove the directors of the Company, or any of them,\n         and to elect new directors of the Company, who thereafter shall manage\n         the affairs of the Company, operate its properties and carry on its\n         business, and otherwise take any action with respect to the business,\n         properties and affairs of the Company that such new directors shall\n         deem necessary or appropriate, including, but not limited to, the\n         maintenance, repair, renewal or alteration of any or all of the\n         properties of the Company, the leasing, subleasing, sale or other\n         disposition of any or all of such properties, the borrowing of money on\n         the credit of the Company (whether from Secured Party or others) that\n         in the judgment of such new directors shall be necessary to preserve\n         any of such properties or to discharge the obligations of the Company,\n         and the employment of any or all agents, attorneys, counsel, or other\n         employees\n\n\n                                      -4-\n\n         as deemed by such new directors to be necessary for the proper\n         operation or conduct of the business, properties and affairs of the\n         Company;\n\n                  (b) To consent to any and all actions by or with respect to\n         the Company for which consent of the stockholders of the Company is or\n         may be necessary or appropriate; and\n\n                  (c) Without limitation, to do all things that Pledgor can do\n         or could do as stockholder of the Company, giving Secured Party full\n         power of substitution and revocation;\n\nprovided, however, that (i) the foregoing irrevocable proxy shall not be\nexercisable by Secured Party, and Pledgor alone shall have the foregoing powers,\nso long as there is no Event of Default hereunder, and (ii) this irrevocable\nproxy shall terminate at such time as this Agreement is no longer in full force\nand effect. The foregoing proxy is coupled with an interest sufficient in law to\nsupport an irrevocable power and shall be irrevocable and shall survive the\ndeath or incapacity of Pledgor. Pledgor hereby revokes any proxy or proxies\nheretofore given to any person or persons and agrees not to give any other\nproxies in derogation hereof until such time as this Agreement is no longer in\nfull force and effect.\n\n6.       COVENANTS OF PLEDGOR\n\n         6.1 Pledgor shall not sell, transfer, assign or otherwise dispose of\nany of the Pledged Securities or any interest therein without obtaining the\nprior written consent of Secured Party and shall keep the Pledged Securities\nfree of all security interests or other encumbrances except the lien and\nsecurity interests granted herein.\n\n         6.2 Pledgor shall pay when due all taxes, assessments, expenses and\nother charges which may be levied or assessed against the Pledged Securities.\n\n         6.3 Pledgor shall give Secured Party immediate written notice of any\nchange in Pledgor's name as set forth above and of any change in the location of\nPledgor's chief executive office (or residence if Pledgor is an individual\nwithout an office).\n\n         6.4 Pledgor, at its cost and expense, shall protect and defend the\nPledged Securities, this Agreement and all of the rights of Secured Party\nhereunder against all claims and demands of other parties. Pledgor shall pay all\nclaims and charges that in the opinion of Secured Party might prejudice, imperil\nor otherwise affect the Pledged Securities. Pledgor shall promptly notify\nSecured Party of any levy, distraint or other seizure, by legal process or\notherwise, of all or any part of the Pledged Securities and of any threatened or\nfiled claims or proceedings that might in any way affect or impair the terms of\nthis Agreement.\n\n         6.5 If Pledgor shall fail to pay any taxes, assessments, expenses or\ncharges, to keep all of the Pledged Securities free from other security\ninterests, encumbrances or claims, or to perform otherwise as required herein,\nSecured Party may advance the monies necessary to pay the same or to so perform.\n\n                                      -5-\n\n\n         6.6 All rights, powers and remedies granted Secured Party herein, or\notherwise available to Secured Party, are for the sole benefit and protection of\nSecured Party, and Secured Party may exercise any such right, power or remedy at\nits option and in its sole and absolute discretion without any obligation to do\nso. In addition, if, under the terms hereof, Secured Party is given two or more\nalternative courses of action, Secured Party may elect any alternative or\ncombination of alternatives at its option and in its sole and absolute\ndiscretion. All monies advanced by Secured Party under the terms hereof, all\namounts paid, suffered or incurred by Secured Party under the terms hereof and\nall amounts paid, suffered or incurred by Secured Party in exercising any\nauthority granted herein, including reasonable attorneys' fees, shall be added\nto the Obligation, shall be secured hereby, shall bear interest at the highest\nrate payable on any of the Obligation until paid, and shall be due and payable\nby Pledgor to Secured Party immediately without demand.\n\n         6.7 Secured Party shall use such reasonable care in handling,\npreserving and protecting the Pledged Securities in its possession as it uses in\nhandling similar property for its own account. Secured Party, however, shall\nhave no liability for the loss, destruction or disappearance of any Pledged\nSecurities unless there is affirmative proof of a lack of due care; the lack of\ndue care shall not be implied solely by virtue of any loss, destruction or\ndisappearance. Secured Party shall not be required to take any steps necessary\nto preserve any rights in the Pledged Securities against prior parties or to\nprotect, perfect, preserve or maintain any security interest given to secure the\nPledged Securities.\n\n         6.8 Immediately upon demand by Secured Party, Pledgor shall execute and\ndeliver to Secured Party such other and additional applications, acceptances,\nstock powers, authorizations, irrevocable proxies, dividend and other orders,\nchattel paper, instruments or other evidences of payment and such other\ndocuments as Secured Party may reasonably request to secure to Secured Party the\nrights, powers and authorities intended to be conferred upon Secured Party by\nthis Agreement. All assignments and endorsements by Pledgor shall be in such\nform and substance as may be satisfactory to Secured Party.\n\n7.       EVENTS OF DEFAULT; REMEDIES\n\n         7.1 \"Event of Default\" hereunder shall mean any \"Event of Default\" as\ndefined in the Loan Agreement.\n\n         7.2 Upon the occurrence of any Event of Default and at any time while\nsuch Event of Default is continuing, Secured Party shall have the following\nrights and remedies and may do one or more of the following:\n\n             (a) Declare all or any part of the Obligation to be immediately due\n       and payable, and the same, with all costs and charges, shall be\n       collectible thereupon by action at law;\n\n             (b) Transfer the Pledged Securities or any part thereof into its\n       own name or that of its nominee so that Secured Party or its nominee may\n       appear of record as the sole owner thereof;\n\n                                      -6-\n\n\n             (c) Vote any or all of the Pledged Securities and give all\n       consents, waivers and ratifications in respect thereof and otherwise\n       acting with respect thereto as though it were the absolute owner thereof;\n\n             (d) Exercise any and all rights of conversion, exchange,\n       subscription, or any other rights, privileges or options pertaining to\n       any of the Pledged Securities including, but not limited to, the right to\n       exchange, at its discretion, any or all of the Pledged Securities upon\n       the merger, consolidation, reorganization, recapitalization or other\n       readjustment of the Company or upon the exercise by Pledgor or Secured\n       Party of any right, privilege or option pertaining to any of the shares\n       of the Pledged Securities, and in connection therewith to deposit and\n       deliver such shares of Pledged Securities with any committee, depository,\n       transfer agent, registrar or any other agency upon such terms as Secured\n       Party may determine without liability except to account for the property\n       actually received by it;\n\n             (e) Receive and retain any dividend or other distribution on\n       account of the Pledged Securities; and\n\n             (f) Sell any or all of the Pledged Securities in accordance with\n       the provisions hereof;\n\nbut Secured Party shall have no duty to exercise any of the aforesaid rights,\nprivileges or options and shall not be responsible for any failure to do so or\ndelay in so doing. Pledgor waives all rights to be advised or to receive any\nnotices, statements or communications received by Secured Party or its nominee\nas the record owner of all or any of the Pledged Securities. Any cash received\nand retained by Secured Party as additional collateral hereunder may be applied\nto payment in the manner provided in Subparagraph 7.3(c) below.\n\n         7.3 In connection with Secured Party's right to sell any or all of the\nPledged Securities, upon the occurrence of any Event of Default and at any time\nwhile such Event of Default is continuing:\n\n                  (a) (i) Secured Party shall have the right at any time and\n                  from time to time to sell, resell, assign and deliver, in its\n                  discretion, all or any part of the Pledged Securities in one\n                  or more units, at the same or different times, and all right,\n                  title and interest, claim and demand therein, and right of\n                  redemption thereof, at private sale, or at public sale to the\n                  highest bidder for cash, upon credit or for future delivery,\n                  Pledgor hereby waiving and releasing to the fullest extent\n                  permitted by law any and all equity or right of redemption. If\n                  any of the Pledged Securities are sold by Secured Party upon\n                  credit or for future delivery, Secured Party shall not be\n                  liable for the failure of the purchaser to purchase or pay for\n                  same, and, in the event of any such failure, Secured Party may\n                  resell such Pledged Securities. In no event shall Pledgor be\n                  credited with any part of\n\n\n                                      -7-\n\n                  the proceeds of the sale of any Pledged Securities until cash\n                  payment thereof has actually been received by Secured Party.\n\n                           (ii) No demand, advertisement or notice, all of which\n                  are hereby expressly waived, shall be required in connection\n                  with any sale or other disposition of all or any part of the\n                  Pledged Securities that threatens to decline speedily in value\n                  or that is of a type customarily sold on a recognized market;\n                  otherwise Secured Party shall give Pledgor at least five (5)\n                  days' prior notice of the time and place of any public sale or\n                  of the time after which any private sale or other dispositions\n                  are to be made, which Pledgor agrees is reasonable, all other\n                  demands, advertisements and notices being hereby waived. Upon\n                  any sale, whether under this Agreement or by virtue of\n                  judicial proceedings, Secured Party may bid for and purchase\n                  any or all of the Pledged Securities and, upon compliance with\n                  the terms of the sale, may hold, retain, possess and dispose\n                  of such items in its own absolute right without further\n                  accountability, and as purchaser at such sale, in paying the\n                  purchase price, may turn in any note or notes held by Secured\n                  Party in lieu of cash up to the amount that would, upon\n                  distribution of the net proceeds of such sale in accordance\n                  with Subparagraph 7.3(c) hereof, be payable to Secured Party.\n                  In case the amount so payable thereon shall be less than the\n                  amount due thereon, the note or notes turned in (in lieu of\n                  cash) shall be returned to the holder thereof after being\n                  properly stamped to show the partial payment effected by such\n                  purchase.\n\n                  (b) Pledgor recognizes that Secured Party may be unable to\n         effect a sale to the public of all or a part of the Pledged Securities\n         by reason of prohibitions contained in applicable securities laws, but\n         may be compelled to resort to one or more sales to a restricted group\n         of purchasers who will be obliged to agree, among other things, to\n         acquire such Pledged Securities for their own account, for investment\n         and not with a view to the distribution or resale thereof. Pledgor\n         agrees that sales so made may be at prices and other terms less\n         favorable to the seller than if such Pledged Securities were sold to\n         the public, and that Secured Party has no obligation to delay sale of\n         any such Pledged Securities for the period of time necessary to permit\n         the issuer of such Pledged Securities to register the same for sale to\n         the public under applicable securities laws. Pledgor agrees that\n         negotiated sales made under the foregoing circumstances shall be deemed\n         to have been made in a commercially reasonable manner.\n\n                  (c) In all sales of Pledged Securities, public or private,\n         Secured Party shall apply the proceeds of sale as follows:\n\n                       (i) First, to the payment of all costs and expenses\n                incurred hereunder or for the sale, transfer, or delivery,\n                including broker's and attorneys' fees;\n\n\n\n                                      -8-\n\n\n                       (ii) Next to the payment of the Obligation; and\n\n                       (iii) The balance, if any, to Pledgor or to the person or\n                persons entitled thereto upon proper demand.\n\n         7.4 Secured Party shall have the right, for and in the name, place and\nstead of Pledgor, to execute endorsements, assignments or other instruments of\nconveyance or transfer with respect to all or any of the Pledged Securities and\nany instruments, documents and statements that Pledgor is obligated to furnish\nor execute hereunder. Pledgor shall execute and deliver such additional\ndocuments as may be necessary to enable Secured Party to implement such right.\n\n         7.5 Pledgor shall pay all costs and expenses, including without\nlimitation court costs and reasonable attorneys' fees, incurred by Secured Party\nin enforcing payment and performance of the Obligation or in exercising the\nrights and remedies of Secured Party hereunder. All such costs and expenses\nshall be secured by this Agreement and by all other lien and security documents\nsecuring the Obligation. In the event of any court proceedings, court costs and\nattorneys' fees shall be set by the court and not by jury and shall be included\nin any judgment obtained by Secured Party.\n\n         7.6 In addition to any remedies provided herein for an Event of\nDefault, Secured Party shall have all the rights and remedies afforded a secured\nparty under the Uniform Commercial Code and all other legal and equitable\nremedies allowed under applicable law. No failure on the part of Secured Party\nto exercise any of its rights hereunder arising upon any Event of Default shall\nbe construed to prejudice its rights upon the occurrence of any other or\nsubsequent Event of Default. No delay on the part of Secured Party in exercising\nany such rights shall be construed to preclude it from the exercise thereof at\nany time while that Event of Default is continuing. Secured Party may enforce\nany one or more rights or remedies hereunder successively or concurrently. By\naccepting payment or performance of any of the Obligation after its due date,\nSecured Party shall not thereby waive the agreement contained herein that time\nis of the essence, nor shall Secured Party waive either its right to require\nprompt payment or performance when due of the remainder of the Obligation or its\nright to consider the failure to so pay or perform an Event of Default.\n\n8.       MISCELLANEOUS PROVISIONS\n\n         8.1 The acceptance of this Agreement by Secured Party shall not be\nconsidered a waiver of or in any way to affect or impair any other security that\nSecured Party may have, acquire simultaneously herewith, or hereafter acquire\nfor the payment or performance of the Obligation, nor shall the taking by\nSecured Party at any time of any such additional security be construed as a\nwaiver of or in any way to affect or impair the right and interest granted\nherein; Secured Party may resort, for the payment or performance of the\nObligation, to its several securities therefor in such order and manner as it\nmay determine.\n\n         8.2 Without notice or demand, without the necessity for any additional\nendorsements, without affecting the obligations of Pledgor hereunder or the\npersonal liability of any person for payment or performance of the Obligation,\nand without affecting the rights and interests granted\n\n\n                                      -9-\n\nherein, Secured Party, from time to time, may: (i) extend the time for payment\nof all or any part of the Obligation, accept a renewal note therefor, reduce the\npayments thereon, release any person liable for all or any part thereof, or\notherwise change the terms of all or any part of the Obligation; (ii) take and\nhold other security for the payment or performance of the Obligation and\nenforce, exchange, substitute, subordinate, waive or release any such security;\n(iii) join in any extension or subordination agreement; or (iv) release any part\nof the Pledged Securities from this Agreement.\n\n         8.3 Pledgor waives and agrees not to assert: (i) any right to require\nSecured Party to proceed against any guarantor, to proceed against or exhaust\nany other security for the Obligation, to pursue any other remedy available to\nSecured Party, or to pursue any remedy in any particular order or manner; (ii)\nthe benefits of any statute of limitations affecting the enforcement hereof;\n(iii) the benefits of any legal or equitable doctrine or principle of\nmarshalling; (iv) demand, diligence, presentment for payment, protest and\ndemand, and notice of extension, dishonor, protest, demand and nonpayment,\nrelating to the Obligation; and (v) any benefit of, and any right to participate\nin, any other security now or hereafter held by Secured Party.\n\n         8.4 The terms herein shall have the meanings in and be construed under\nthe Uniform Commercial Code. This Agreement shall be governed by and construed\naccording to the internal laws of the State of Arizona. Each provision of this\nAgreement shall be interpreted in such manner as to be effective and valid under\napplicable law, but if any provision of this Agreement is held to be void or\ninvalid, the same shall not affect the remainder hereof which shall be effective\nas though the void or invalid provision had not been contained herein.\n\n         8.5 No modification, rescission, waiver, release or amendment of any\nprovision of this Agreement shall be made except by a written agreement executed\nby Pledgor and a duly authorized officer of Secured Party.\n\n         8.6 This is a continuing agreement, which shall remain in full force\nand effect until actual receipt by Secured Party of written notice of its\nrevocation as to future transactions and shall remain in full force and effect\nthereafter until all of the Obligation incurred before the receipt of such\nnotice, and all of the Obligation incurred thereafter under commitments extended\nby Secured Party before the receipt of such notice, shall have been paid and\nperformed in full.\n\n         8.7 No setoff or claim that Pledgor now has or may in the future have\nagainst Secured Party shall relieve Pledgor from paying or performing its\nobligations hereunder.\n\n         8.8 Time is of the essence hereof. If more than one Pledgor is named\nherein, the word Pledgor shall mean all and any one or more of them, severally\nand collectively. All liability hereunder shall be joint and several. This\nAgreement shall be binding upon, and shall inure to the benefit of, the parties\nhereto and their heirs, personal representatives, successors and assigns. The\nterm \"Secured Party\" shall include not only the original Secured Party hereunder\nbut also any future owner and holder, including pledgees, of the note or notes\nevidencing the Obligation. The provisions hereof shall apply to the parties\naccording to the context thereof and without regard to the number or gender of\nwords or expressions used.\n\n                                      -10-\n\n\n         8.9 All notices required or permitted to be given hereunder shall be in\nwriting and may be given in person or by United States mail, by delivery service\nor by electronic transmission. Any notice directed to a party to this Agreement\nshall become effective upon the earliest of the following: (i) actual receipt by\nthat party; (ii) delivery to the designated address of that party, addressed to\nthat party; or (iii) if given by certified or registered United States mail,\ntwenty-four (24) hours after deposit with the United States Postal Service,\npostage prepaid, addressed to that party at its designated address. The\ndesignated address of a party shall be the address of that party shown at the\nbeginning of this Agreement or such other address as that party, from time to\ntime, may specify by notice to the other parties.\n\n         8.10 A carbon, photographic or other reproduced copy of this Agreement\nand\/or any financing statement relating hereto shall be sufficient for filing\nand\/or recording as a financing statement.\n\n         IN WITNESS WHEREOF, these presents are executed as of the date\nindicated above.\n\n                                  SCHUFF INTERNATIONAL, INC.,\n                                  a Delaware corporation\n\n\n\n                                          By:  \/s\/ Michael R. Hill\n                                             -----------------------------------\n                                          Name:    Michael R. Hill\n                                               ---------------------------------\n                                          Title:   CFO\n                                                --------------------------------\n\n                                                                         PLEDGOR\n\n\n                                      -11-\n\n\n\n\n                                  SCHEDULE \"A\"\n\n       All issued and outstanding shares of stock in the following corporations,\nnow or hereafter owned by Pledgor, which as of the date hereof consists of the\nfollowing shares of stock.\n\n       Company                                    Stock Class      Shares No.\n       -------                                    -----------      ----------\n\nSchuff Steel Company, a Delaware corporation\nBannister Steel Inc., a California corporation\nAddison Steel, Inc., a Florida corporation\nQuincy Joist Company, a Florida corporation\nSix Industries, Inc., a Texas corporation\nAitken, Inc., a Texas corporation\nOn-Time Steel Management, Inc., a Delaware corporation\n\n\n\n\n\n\n                                   EXHIBIT \"1\"\n\n                      ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n         FOR VALUE RECEIVED, the undersigned does hereby sell, assign and\ntransfer to __________________________________________, ____________ (_____)\nshares of common stock of _____________________________________, a(n)\n_______________corporation (the \"Corporation\"), represented by certificate\nnumber __ in the name of the undersigned on the books of the Corporation.\n\n        The undersigned does hereby irrevocably constitute and appoint any\nofficer of the Corporation as attorney to transfer said stock on the books of\nthe Corporation with full power of substitution in the premises.\n\n        Dated as of _____________________.\n\n                                         SCHUFF INTERNATIONAL, INC., a Delaware \n                                         corporation\n\n\n\n                                         By:  \/s\/ Michael R. Hill\n                                           -------------------------------------\n                                         Name:\n                                              ----------------------------------\n                                         Title:\n                                               ---------------------------------\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8773,9312],"corporate_contracts_industries":[9415,9481],"corporate_contracts_types":[9560,9570],"class_list":["post-41206","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-schuff-international-inc","corporate_contracts_companies-wells-fargo---co","corporate_contracts_industries-financial__banks","corporate_contracts_industries-construction__specialty","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41206","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41206"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41206"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41206"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41206"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}