Exhibit 10.1
Exhibit 10.1
1
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT ("Agreement"), dated as of
April 30, 2001, is between The Phoenix Group Corporation, f/k/a
Iatros Health Network, Inc., a Delaware corporation ("Borrower"),
and Match, Inc., a Texas corporation ("Lender").
WITNESSETH:
WHEREAS, pursuant to a Credit Agreement, dated as of
February 3, 1999 (the "Credit Agreement"), by and between Lender
and Borrower, Lender has agreed to extend credit to Borrower;
WHEREAS, pursuant to and as a condition of the Credit
Agreement, Borrower has executed a Promissory Note in favor of
Lender in the amount of $1,000,000 dated February 3, 1999 (the
"Note");
WHEREAS, pursuant to a First Amendment to Credit
Agreement, dated as of April 29, 1999 (the "Amendment" and the
Credit Agreement shall hereinafter be referred to collectively as
the Credit Agreement), Lender has agreed to increase the amount
of credit extended to Borrower pursuant to the Credit Agreement;
WHEREAS, pursuant to and as a condition of the
Amendment, the parties hereto have executed and delivered an
Allonge to the Note increasing the principal sum of the Note to
Two Million Dollars ($2,000,000) (the "Allonge");
WHEREAS, it is a condition precedent to the extension
of credit under the Credit Agreement and the Allonge that
Borrower execute and deliver this Agreement; and
WHEREAS, this Agreement is made by Borrower among other
things to induce Lender to extend credit under the Credit
Agreement and the Note.
NOW, THEREFORE, in consideration of the premises, and
intending to be legally bound, the parties hereby agree as
follows:
ARTICLE 1.
THE SECURITY
1.1 Grant of Security. As security for the full and timely
payment and performance of the Credit Agreement and the Note,
Borrower hereby assigns and pledges to Lender, and grants to
Lender a security interest in, all right, title and interest of
Borrower to one thousand (1,000) shares of Common Stock of
Lifeline Management Group, Inc., a Delware corporation ("Pledged
Shares"), including all income, dividends and distributions
therein and proceeds therefrom, and agrees to transfer, assign
and deliver to the Lender possession of the Pledged Shares under
the terms of this Agreement.
1.2 Continuing Agreement. This Agreement creates a continuing
security interest in the Pledged Shares and shall remain in full
force and effect until the Note has been paid in full.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES OF BORROWER
Borrower hereby represents and warrants to Lender as
follows:
2.1 Title. Borrower is the legal and beneficial owner of the
Pledged Shares, free and clear of any lien, security interest,
option or other charge or encumbrance, except for the security
interest under this Agreement in favor of Lender securing the
Note.
2.2 Validity and Priority. This Agreement creates a valid
security interest in the Pledged Shares in favor of the Lender
securing the Note, which security interest is prior to all other
liens, security interests, options or other charges or
encumbrances.
2.3 Power and Authorization. Borrower has the power to execute,
deliver and perform its obligations under this Agreement and the
Note to which it is a party, and Borrower has taken all necessary
action to authorize such execution, delivery and performance.
ARTICLE 3.
COVENANTS
3.1 Transfers. Borrower shall not sell, assign, transfer or
otherwise dispose of all or any portion of the Pledged Shares
(voluntarily or involuntarily, by operation of law or otherwise).
3.2 Liens. Borrower shall not create or permit to exist any
lien, security interest, option or other charge or encumbrance on
the Pledged Shares (voluntarily or involuntarily, by operation of
law or otherwise).
3.3 Delivery of Certificates and Instruments. All certificates
or instruments at any time representing or evidencing the Pledged
Shares shall be immediately delivered to and held by or on behalf
of Lender pursuant hereto, and shall be in suitable form for
transfer by delivery, or shall be accompanied by instruments of
transfer or assignment, duly executed in blank, all in form and
substance satisfactory to Lender.
3.4 Further Assurances. Borrower shall from time to time execute
and deliver all further instruments and agreements, and take all
further actions, that may be necessary or appropriate, or that
Lender may reasonably request, in order to perfect the security
interest granted hereby or to enable Lender to exercise or
enforce its rights and remedies hereunder.
ARTICLE 4.
VOTING RIGHTS AND DIVIDENDS
4.1 General. Borrower shall be entitled to exercise and receive
all voting and all other rights and privileges, including receipt
of dividends, pertaining to the Pledged Shares; provided, that
the Borrower shall not exercise or refrain from exercising any
such right if such action would (A) conflict with any provision
of this Agreement or the Note, or (B) impair the value of the
Pledged Shares or impair the interest or rights of Borrower or
the Lender.
4.2 Proxies. Lender shall execute and deliver (or cause to be
executed and delivered) to Borrower all such proxies and other
instruments as Borrower may reasonably request for the purpose of
enabling Borrower to exercise the voting and other rights which
Borrower is entitled to exercise and receive pursuant to Section
4.1 above.
4.3 Rights Upon Default. Upon the occurrence and during the
continuance of an Event of Default, as defined in the Credit
Agreement, all rights of Borrower to exercise the voting and
other rights and privileges, including receipt of dividends,
which Borrower would otherwise be entitled to exercise or receive
pursuant hereto shall cease to be effective upon notice by Lender
to Borrower of Lender's intent to exercise its rights hereunder,
and upon delivery of such notice become vested in Lender who
shall thereupon have the sole right to exercise and receive such
voting and all other rights and privileges.
ARTICLE 5.
REMEDIES OF THE LENDER
5.1 Remedies Upon Event of Default.
If an Event of Default, as defined in the Credit Agreement,
shall have occurred and is continuing:
(a) Lender may sell the Pledged Shares at such price or
prices and upon such other terms that are commercially
reasonable. Borrower agrees that at least thirty (30) days
notice of the time and place of any sale is to be made shall
constitute reasonable notification. At any sale of the Pledged
Shares, if permitted by law, Lender may bid (which bid may be, in
whole or in part, in the form of cancellation of indebtedness)
for the purchase of the Pledged Shares or any portion thereof.
(b) Borrower recognizes that Lender may be unable to effect
a sale of all or part of the Pledged Shares and may be compelled
to resort to one or more sales to a restricted group of
purchasers who will be obligated to agree, among other things, to
acquire such Pledged Shares for their own account, for investment
and not with a view to the distribution or resale thereof.
5.2 Termination of Security Interests; Release of Collateral.
Upon performance in full of Borrower's obligations under the
Credit Agreement, the Note and the Agreement, the security
interests granted herein shall terminate and all rights to the
Pledged Shares shall revert to Borrower. Upon such termination
of the security interests or release of any Pledged Shares,
Lender will execute and deliver to Borrower such documents as
Borrower shall request to evidence the termination of the
security interests or the release of such Pledged Shares which
has not yet theretofore been sold or otherwise applied or
released.
ARTICLE 6.
MISCELLANEOUS
6.1 Amendments. No amendment to or waiver of any provision of
this Agreement, and no consent to any departure by Borrower,
shall in any event be effective unless in a writing manually
signed by or on behalf of Lender. Any such waiver or consent
shall be effective only in the specific instance and for the
specific purpose for which given.
6.2 No Implied Waiver; Remedies Cumulative. No delay or failure
of Lender in exercising any right or remedy under this Agreement
shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right or remedy preclude any other
or further exercise thereof or the exercise of any other right or
remedy. The rights and remedies of Lender under this Agreement
are cumulative and not exclusive of any other rights or remedies
available hereunder, under any other agreement, at law, or
otherwise.
6.3 Notices. Except to the extent, if any, otherwise expressly
provided herein, all notices and other communications
(collectively, "Notices") under this Agreement shall be given,
shall be effective, and may be relied upon, in the same way as
Notices under the Credit Agreement.
6.4 Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject
matter hereof and supersedes all prior and contemporaneous
understandings and agreements.
6.5 Survival. All representations and warranties of Borrower
contained in or made in connection with this Agreement shall
survive, and shall not be waived by, the execution and delivery
of this Agreement, any investigation by or knowledge of Lender,
any extension of credit, termination of this Agreement, or any
other event or circumstance whatever.
6.6 Construction. Section and other headings in this Agreement
are for reference only and shall not affect the interpretation of
this Agreement in any respect. Section and other references in
this Agreement are to this Agreement unless otherwise specified.
This Agreement has been fully negotiated between the applicable
parties, each party having the benefit of legal counsel, and
accordingly neither any doctrine of construction of security
agreements in favor of Borrower, nor any doctrine of construction
of ambiguities against the party controlling the drafting, shall
apply to this Agreement.
6.7 Successors and Assigns. This Agreement shall be binding
upon Borrower and its successors and assigns, and shall inure to
the benefit of and be enforceable by Lender and its successors
and assigns. Neither party may assign or transfer any of its
interests or obligations hereunder without the prior consent of
the other party.
6.8 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of Delaware,
exclusive of choice of law principles.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first above written.
THE PHOENIX GROUP CORPORATION,
a Delaware corporation
By: /s/ ▇▇▇ ▇▇▇▇
Its: President
MATCH, INC.,
a Texas corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Its: Corp. Secretary
