1
EXHIBIT 10.17
[BANQUE PARIBAS BELGIQUE LETTERHEAD]
PLEDGE AGREEMENT
Agreement dated as of July 15, 1997 by and between:
BANQUE PARIBAS BELGIQUE S.A., having its registered office at 0000 Xxxxxxxx,
boulevard Xxxxx Xxxxxxxx 162, box 2, hereinafter referred to as "PARIBAS",
and T. Xxxxxxx XXXX, domiciled at 00000 Xxxxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxxx
00000, Xxxxxx Xxxxxx of America, hereinafter referred to as the "Pledgor":
Witnesseth:
Whereas PARIBAS has subscribed to a Convertible Loan due 30th September 2002
having a principal amount of USD 3,400,000 (three million four hundred
thousand US Dollars) issued by VASCO DATA SECURITY EUROPE S.A., a societe'
anonyme existing under the laws of the Kingdom of Belgium, having its
registered office at 1081 Xxxxxxxx, Xxxxxxxxx 00, and registered with the
Register of Commerce of Brussels under number 614.370.
Whereas therefore the Pledgor agrees to pledge to PARIBAS the securities
described below to ensure for the latter the due completion and
reimbursement of the above mentioned Convertible Loan.
Now, therefore, in consideration of the mutual promises and undertakings
hereinafter set forth. PARIBAS and the Pledgor hereby agree as follows:
1. As security for payment to PARIBAS of all sums in general of whatsoever
nature which VASCO DATA SECURITY EUROPE S.A. owes or could owe at
present or in the future to PARIBAS with regard to the abovementioned
Convertible Loan, the Pledgor pledges to PARIBAS, who accepts, the
securities described in the attachment hereto, which PARIBAS declares
having received. The Pledgor hereby grants to Paribas a first lien on and
a first and prior security interest in and right of set off against the
collateralized assets.
The Pledgor will fulfill all formalities under the legal system applicable
to the securities to ensure this Pledge Agreement has full force and
effect.
Throughout the duration of the Convertible Loan the market value of the
pledged shares must at least be equal to 125 % of USD 3,400,000 (USD three
million four hundred thousand). If at any time the average market value of
the pledged shares over 5 (five) continuous trading days, calculated in
good faith by PARIBAS, is less than 125 % of USD 3,400,000, Mr. T. Xxxxxxx
Xxxx shall within one calendar week on simple and first written demand by
PARIBAS pledge additional Vasco Corp. shares in aggregate countervalue (or
amount) so as to ensure that the above ratio is respected.
2
[BANQUE PARIBAS BELGIQUE LETTERHEAD]
If the average market value of the pledged shares over 5 (five) continuous
trading days is in excess of 150% of USD 3,400,000, PARIBAS will waive its
pledge on all securities in excess of 150% of USD 3,400,000 upon simple and
first written demand by the Pledgor.
The recourse by PARIBAS against the Pledgor under this Agreement is limited to
the securities pledged or to be pledged to PARIBAS under this Agreement.
The Pledgor affirms that he is (and will be for the additional collateral) the
sole owner of the pledged securities (or the securities to be pledged) and
states that they are (and will be for the additional collateral) fully paid up
and free of any commitments, encumbrances, liens, pledges, seizure and/or
charges.
The numbers of the non-fungible securities are indicated in the PARIBAS books
to which the Pledgor declares that he submits entirely.
The fungible securities may remain deposited at the Caisse Interprofessionnelle
de Depots et de virements de Titres (C.I.K.) S.A. in accordance with Decree no
62 of 10th November 1967.
2. PARIBAS shall detach and/or collect on the due date under the
conditions provided for in its Regulations governing Operations, the
coupons of the securities handed over as a pledge and shall credit
the proceeds, after collection, to the current account of the Pledgor,
or offset these proceeds against the claims covered by this pledge.
3. PARIBAS shall be entitled to replace by securities of the same type,
those of the securities included in the pledge which become due
for payment or which give rise to an exchange or conversion
transaction, the Pledgor giving all the necessary authorizations now
for these operations to be carried out on his behalf and at his cost.
4. The Pledgor may at any time have all or part of the securities forming
part of the pledge realised, without substitution of debt, through
PARIBAS, to use the proceeds thereof to buy other securities
approved by PARIBAS. The securities thus acquired being automatically
allocated to securing the commitments of the Pledgor, shall
automatically take the place of the pledged securities thus realised
and shall consequently be subject to the same clauses and stipulations
as those they replace. The selling and buying transactions for
reinvestment shall be adequately evidenced by the PARIBAS statements,
by its correspondence or even simply by its book-keeping.
5. All the securities which come to form part of the pledge, pursuant to
clauses 1, second paragraph, or 4 above, shall be the subject of a
supplementary pledge agreement which the Pledgor shall undertake
to return signed to PARIBAS, at the latter's first request, and which
shall be appended to this agreement.
3
[BANQUE PARIBAS BELGIQUE LETTERHEAD]
6. If the Pledgor does not settle the balance due at the first request
addressed to him by registered letter and/or should PARIBAS call
on the pledge formed by the present, PARIBAS shall be entitled to
have the securities handed over as a pledge, sold in accordance with
the law and shall apply the proceeds, in preference to any other use, to
the full or partial repayment of all the sums due.
Upon selling said securities, PARIBAS would act in good faith and
with respect of the interests of the Pledgor, a.o. by reasonably
trying to sell at a good price, and by not selling more securities than
needed to pay the outstanding amounts as defined sub 1.
7. For as long as the securities remain pledged in favour of PARIBAS, the
latter may not be called on to release them for whatsoever reason, in
particular by general meetings of shareholders or bond holders.
However, it may, if the Pledgor so requests, deliver to him a
declaration stating that it holds the securities in question as a
pledge.
8. All unavoidable costs to which this deed, its execution or lack of
execution, its production for legal proceedings or before any other
authority gives rise, are payable by the Pledgor.
9. For the execution of this agreement and all its consequences, the
parties elect domicile as follows, i.e.: PARIBAS at its present or
future registered office and the Pledgor at his domicile mentioned
below, unless the Pledgor previously notified in writing a new
domicile to Paribas:
00000 Xxxxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxxx 00000, Xxxxxx Xxxxxx
of America,
where all notifications, summons, formal notice and all acts of
whatsoever nature in general may be validly served upon them.
10. Belgian legislation alone shall be applicable for the application,
interpretation and execution of this deed and the Brussels courts alone
shall be competent, unless PARIBAS wishes, if it prefers, to bring
proceedings before the courts of the legal or elected domicile of the
undersigned of the second party.
Drawn up in Brussels on July 15, 1997, in 2 copies, with each party recognising
having received its copy.
/s/ T. Xxxxxxx Xxxx /s/
The Pledgor T. XXXXXXX XXXX BANQUE PARIBAS BELGIQUE S.A.
4
[BANQUE PARIBAS BELGIQUE LETTERHEAD]
STATEMENT OF SECURITIES DEPOSITED AS PLEDGE
Number Specification and numbers of non-fungible securities Coupons attached
1,416,666 Shares of VASCO Corp., a Delaware Corporation having its
one million executive office at 0000 X. Xxxxxxxx Xxxxxx, Xxxxx 000-X,
four hundred Xxxxxxx, Xxxxxxxx, 00000, Xxxxxx Xxxxxx of America
sixteen thousand
six hundred and
sixty-six
