STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement ("Pledge Agreement") is made by XXXX XXXXXXXX
and XXXX XXXXXXXX, individuals with an address of 0000 Xxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxxxxxx 00000 ("Pledgor") and delivered to PEOPLES THRIFT SAVINGS BANK
("Pledgee") and is given and is intended to provide additional security for all
Obligations under a certain Promissory Note (as it may from time to time be
supplemented, amended, modified, revised or replaced from time to time, the
"Note") of even date herewith in the original principal amount of $500,000
executed by Pledgor in favor of Pledgee.
Pledgor, intending to be legally bound hereby, and for other good and
sufficient consideration, the receipt of which is hereby acknowledged, does
hereby assign, pledge, hypothecate, deliver and set over to Pledgee, its
successors and assigns, the property described in the Schedule of Collateral
attached hereto and made part hereof, including all additions, exchanges,
replacements and substitutions therefor, dividends and distributions with
respect thereto, and the proceeds thereof (collectively, the "Collateral"), and
Pledgor hereby grants to Pledgee a continuing lien on and security interest in
the Collateral as collateral security for the payment and performance of the
Obligations. As used herein, "Obligations" means the obligations of Pledgor to
pay the principal of and interest on the Note and to satisfy and perform all of
its other existing and future obligations, liabilities and indebtedness to
Pledgee, whether under the Note or under any other agreement, document or
instrument between Pledgor and Pledgee, whether matured or unmatured, direct or
contingent, joint or several, including, without limitation, any extensions,
modifications, renewal thereof and substitutions therefor. All capitalized terms
not otherwise defined herein shall have the respective meanings ascribed thereto
in the Note.
1. Pledgor hereby represents and warrants to Pledgee that:
(a) Except as pledged herein, Pledgor has not sold, assigned,
transferred, pledged or granted any option or security interest in or otherwise
hypothecated the Collateral in any manner whatsoever and the Collateral is
pledged herewith free and clear of any and all liens, claims, restrictions,
legends, and options;
(b) Pledgor has the full capacity to execute, deliver, and perform under
this Pledge Agreement and to pledge the Collateral hereunder;
(c) This Pledge Agreement constitutes the valid and binding obligation of
Pledgor, enforceable in accordance with its terms, and the pledge of the
Collateral referred to herein is not in violation of and shall create any
default under any agreement, undertaking or obligation of Pledgor;
(d) The Collateral has been duly and validly authorized and issued by the
issuer thereof and such Collateral is fully paid for and non-assessable; and
(e) Pledgor is delivering to Pledgee all original certificates
representing or evidencing the Collateral, accompanied by duly executed and
undated instruments of transfer or assignments in blank, to be held by Pledgee
in accordance with the terms hereof.
2. The pledge described herein shall continue in effect to secure all
Obligations from time to time incurred or arising unless and until the Note has
been terminated and all Obligations have been indefeasibly paid and satisfied in
full.
3. If a default occurs and is continuing under the Note, then Pledgee may,
at its sole option, exercise from time to time with respect to the Collateral
any and/or all rights and remedies available to it hereunder, under the Uniform
Commercial Code, or otherwise available to it, at law or in equity, including
without limitation the right to dispose of the Collateral at public or private
sale(s) or other proceedings, and Pledgor agrees that, if permitted by law,
Pledgee or its nominee may become the purchaser at any such sale(s).
4. (a) In addition to all other rights granted to Pledgee herein or
otherwise available at law or in equity, Pledgee shall have the following
rights, each of which may be exercised at Pledgee's sole discretion (but without
any obligation to do so), at any time following the occurrence and during the
continuance of a default under the Note, without further consent of Pledgor: (i)
to transfer the whole or any part of the Collateral into the name of itself or
its nominee or to conduct a sale of the Collateral pursuant to the Uniform
Commercial Code as enacted in Pennsylvania or pursuant to any other applicable
law; (ii) to vote the Collateral; (iii) to notify any individual or entity
obligated on any of the Collateral to make payment to Pledgee of any amounts due
or to become due thereon; and (iv) to release, surrender or exchange any of the
Collateral at any time, or to compromise any dispute with respect to the same.
Pledgee may proceed against the Collateral, or any other collateral securing the
Obligations, in any order, and against any other obligors, jointly and/or
severally, in any order to satisfy the Obligations. Pledgor waives and releases
any right to require Pledgee to first collect any of the Obligations secured
hereby from any other collateral of Pledgor or any other party securing the
Obligations under any theory of marshaling of assets, or otherwise. All rights
and remedies of Pledgee are cumulative, not alternative.
(b) Pledgor hereby appoints Pledgee its attorney-in-fact to arrange, upon
and during the continuance of a default under the Note, at Pledgee's option, (i)
to effectuate the transfer of the Collateral on the books of the issuer thereof
to the name of Pledgee or to the name of Pledgee's nominee, designee or
assignee, (ii) to endorse and collect checks payable to Pledgor representing
distributions or other payments on the Collateral and (iii) to carry out the
terms and provisions hereof.
5. The proceeds of any Collateral received by Pledgee at any time, whether
from the sale of Collateral or otherwise, may be applied to or on account of the
Obligations and in such order as Pledgee may elect. In addition, Pledgee may, in
its discretion, apply any such proceeds to or on account of the payment of all
costs and expenses (including attorneys' fees and legal expenses) which may be
incurred by Pledgee in the enforcement, protection, preservation or defense of
Pledgee's rights hereunder, including without limitation the custody,
preservation, use, operation, preparation for sale or sale of the Collateral.
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6. Pledgor recognizes that Pledgee may be unable to effect, or may effect
only after such delay which would adversely affect the value that might be
realized from the Collateral, a public sale of all or part of the Collateral by
reason of certain prohibitions contained in the Securities Act of 1933, as
amended, and may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obliged to agree, among other things,
to acquire such securities for their own account, for investment and not with a
view to the distribution or resale thereof. Pledgor agrees that any such private
sale may be at prices and on terms less favorable to Pledgee or the seller than
if sold at public sales, and therefore recognize and confirm that such private
sales shall not be deemed to have been made in a commercially unreasonable
manner solely because they were made privately. Pledgor agrees that Pledgee has
no obligation to delay the sale of any such securities for the period of time
necessary to permit the issuer of such securities to register such securities
for public sale under the Securities Act of 1933, as amended.
7. In the event that any stock dividend, reclassification, readjustment or
other change is made or declared in the capital structure of, or Pledgor
acquires or in any other manner receives additional shares of stock in, any
corporation described in the attached Schedule of Collateral, if any, or any
option included within the Collateral is exercised, or both, all new,
substituted and additional shares, or other securities, issued by reason of any
such change or exercise shall be delivered to and held by Pledgee under the
terms hereof in the same manner as the Collateral originally pledged hereunder.
8. So long as no default has occurred and is continuing under the Note, and
until Pledgee notifies Pledgor in writing of the exercise of its rights
hereunder, Pledgor shall retain the sole right to vote the Collateral and
exercise all rights of ownership with respect to all corporate questions for all
purposes not inconsistent with the terms hereof.
9. Pledgee shall have no obligation to take any steps to preserve, protect
or defend the rights of Pledgor or Pledgee in the Collateral against other
parties. Pledgee shall have no obligation to sell or otherwise deal with the
Collateral at any time for any reason, whether or not upon request of Pledgor,
and whether or not the value of the Collateral, in the opinion of Pledgee or
Pledgor, is more or less than the aggregate amount of the Obligations secured
hereby, and any such refusal or inaction by Pledgee shall not be deemed a breach
of any duty which Pledgee may have under law to preserve the Collateral. Unless
expressly set forth herein, no duty, obligation or responsibility of any kind is
intended to be delegated to or assumed by Pledgee at any time with respect to
the Collateral.
10. To the extent Pledgee is required by law to give Pledgor prior notice of
any public or private sale, or other disposition of the Collateral, Pledgor
agrees that five (5) days prior written notice to Pledgor shall be a
commercially reasonable and sufficient notice of such sale or other intended
disposition. Pledgor further recognizes and agrees that if the Collateral, or a
portion thereof, threatens to decline speedily in value or is of a type
customarily sold on a recognized market, Pledgor shall not be entitled to any
prior notice of sale or other intended disposition.
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11. Pledgor shall indemnify, defend and hold harmless Pledgee from and
against any and all claims, losses and liabilities resulting from any breach by
Pledgor of Pledgor's representations and covenants under this Pledge Agreement.
12. Pledgor hereby waives notice of: (a) acceptance of this Pledge
Agreement, and (b) demand and default hereunder.
13. This Pledge Agreement shall remain in full force and effect and shall
not be limited, impaired or otherwise affected in any way by reason of (a) any
delay in making demand on Borrowers or Pledgor for or delay in enforcing or
failure to enforce, performance or payment of Borrowers' or Pledgor'
obligations, or (b) any failure, neglect or omission on Pledgee's part to
perfect any lien upon, protect, exercise rights against, or realize on, any
property of Pledgor or any other party securing the Obligations.
14. Pledgor covenants and agrees that Pledgor shall not, without the prior
written consent of Pledgee, sell, encumber or grant any lien, security interest
or option on or with respect to any of the Collateral.
15. Any failure of or delay by Pledgee to exercise any right or remedy
hereunder shall not be construed as a waiver of the right to exercise the same
or any other right or remedy at any other time.
16. This Pledge Agreement constitutes the entire agreement between the
parties hereto regarding the subject matter hereof and may be modified only by a
written instrument signed by the party or parties against whom any change is
sought to be enforced.
17. THIS PLEDGE AGREEMENT IS MADE IN AND SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, AND THE
PROVISIONS HEREOF SHALL BE DEEMED SEVERABLE IN THE EVENT OF THE INVALIDITY OF
ANY PROVISION.
18. All communications which Pledgee may provide to Pledgor herein shall be
sent to Pledgor at the address of Pledgor set forth on the signature page hereof
and shall be deemed given to and received (on the date delivered) by Pledgor if
personally delivered or if sent by facsimile transmission or if sent by
registered or certified mail, return receipt requested or by nationally
recognized overnight courier.
19. This Pledge Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and assigns.
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20. Pledgor and Pledgee hereby irrevocably consent to the jurisdiction of
the Courts of Common Pleas of Xxxxxxxxxx County, Pennsylvania and of the United
States District Court for the Eastern District of Pennsylvania in any and all
actions and proceedings in connection with this Agreement or any of the
documents incorporated herein by reference, and irrevocably consent, in addition
to any methods of service of process permissible under applicable law, to
service of process by certified mail, return receipt requested to the address of
Pledgee set forth in the first paragraph hereof and the address of Pledgor set
forth on the signature page hereof
This Stock Pledge Agreement is executed this 21 day of October, 1997.
/s/ Xxxx Xxxxxxxx
---------------------------------
Xxxx Xxxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
/s/ Xxxx Xxxxxxxx
---------------------------------
Xxxx Xxxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
Accepted:
Peoples Thrift Savings Bank
By:/s/
----------------------------
Title:Senior Vice President
----------------------
Address: 000 X. Xxxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
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SCHEDULE OF COLLATERAL
PLEDGOR: XXXX XXXXXXXX and XXXX XXXXXXXX
PLEDGEE: PEOPLES THRIFT SAVINGS BANK
The following Collateral is hereby pledged by Pledgor to Pledgee pursuant to
the Stock Pledge Agreement to which this Schedule is attached:
Certificate Class of Amount of
Company Nos. Stock Shares
------- ---- ----- ------
First Republic Bank Common Stock 10,000
Today's Man, Inc. Common Stock 50,000
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