EXHIBIT 10.9.3
EXCHANGE AGREEMENT
THIS AGREEMENT, dated as of July 10, 1997, is made by SOCO INTERNATIONAL,
INC., a Delaware corporation ("Purchaser"), and XXXXXX X. STORY, JR. ("Seller").
Purchaser and Seller own 900 shares and 100 shares, respectively, or
the common stock of SOCO International Holdings, Inc., a Delaware corporation
("Holdings"), such shares constituting all the outstanding shares of capital
stock of Holdings. Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, the 100 shares of common stock owned by Seller ("Seller's
Shares") on the terms and conditions set forth in this Agreement. This Agreement
contemplates a nontaxable exchange of Seller's Shares by the Seller for shares
of common stock, par value $.01 per share, of Xxxxxx Oil Corporation, a Delaware
corporation, ("SOCO Stock"), the sole stockholder of the Purchaser, currently
owned by Purchaser. Therefore, for and in consideration of the agreements set
forth herein, Purchaser and Seller agree to the provisions hereof.
ARTICLE I
PURCHASE AND SALE
1.01 Purchase and Sale. Seller agrees to sell and and Purchaser agrees
to purchase, for the consideration hereinafter set forth, and subject to the
terms and provisions herein contained, the Seller's Shares.
1.02 Purchase Price. The Purchase Price for the Seller's Shares shall
be 530,000 shares of SOCO Stock, which shares are currrently outstanding and
owned by Purchaser.
1.03 Closing. The closing of the transactions contemplated in this
Agreement (the "Closing") shall be held on a date agreed upon by the parties
that shall be as soon as the appropriate documentation can be prepared, agreed
to by the parties, and finalized, and all appropriate consents are obtained
(such date referred to herein as the "Closing Date") and shall be held at the
offices of Purchaser, 000 Xxxx Xxxxxx, Xxxx Xxxxx, Xxxxx.
1.04 Delivery of the Purchase Price. Purchaser shall deliver to Seller
two certificates, registered in the name of Seller, representing the SOCO Stock.
One certificate shall be in the amount of 480,000 shares and shall be delivered
to Purchaser. The second certificate will be in the amount of 50,000 shares and
will be delivered directly to Holdings as provided in Section 1.08. All SOCO
Stock so delivered shall bear the legend specified in Section 1.06.
1.05 Delivery of the Seller's Shares. At the Closing Seller shall
deliver to the Purchaser certificates representing the Seller's Shares, duly
endorsed in blank for transfer or accompanied by appropriate stock powers in
blank.
1.06. Transfer of SOCO Stock. Unless a registration statement is
effective with respect thereto, the shares of SOCO Stock delivered to Seller
pursuant to Article I will not have been registered under the Securities Act of
1933, as amended (the "Securities Act"). The certificates for shares of SOCO
Stock issued pursuant to this Agreement (other than shares which are at the time
the subject of an effective registration statement under the Securities Act)
shall bear a legend applicable to the
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disposition of those shares, provided that forthwith upon any disposition
pursuant to the registration statement filed under the Securities Act of 1933,
Purchaser and/or SOCO shall substitute therefor, at its expense, new
certificates not bearing that legend. The legend shall read substantially as
follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 and such shares
cannot be sold or transferred unless they are so registered or
an exemption from registration is then available."
1.07. Registration Rights Agreement. At the Closing SOCO and Seller
shall enter into the Registration Rights Agreement (the "Registration Rights
Agreement") in the form of Exhibit A hereto.
1.08 Pledge Agreement At the Closing Seller shall enter into the Pledge
Agreement with Holdings (the "Pledge Agrement") in the form of Exhibit B hereto
and shall have delivered to Holdings 50,000 shares of SOCO Stock, together with
duly executed stock powers in blank, to hold as security thereunder as provided
in the Pledge Agreement.
1.09. Resignation. At the Closing, and without any further action on
the part of Seller, Seller shall resign as an officer and director of SOCO
International Holdings, Inc.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represent and warrants to Seller that:
2.01 Organization, Existence and Qualification. Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware and has all requisite corporate power and authority to own and lease
the assets it currently owns and leases and to carry on its business as such
business is currently conducted.
2.02 Authority. Purchaser has all requisite corporate power and
authority to execute and deliver this Agreement, to consummate the transactions
contemplated hereby and to perform all the terms and conditions hereof to be
performed by it. The execution and delivery of this Agreement by Purchaser, the
performance by it of its obligations hereunder and the consummation of the
transactions contemplated hereby (a) have been duly authorized by all necessary
corporate action on the part of Purchaser and do not require the consent or
approval of any governmental or other regulatory body and (b) do not violate any
provision of any federal or state law or regulation or any judgment, order or
decree of any federal or state court or governmental agency applicable to or
binding on Purchaser. This Agreement constitutes the valid and binding
obligation of Purchaser enforceable in accordance with its terms, except as the
enforceability thereof may be limited by (i) bankruptcy, insolvency or other
laws relating to or affecting generally creditors' rights, (ii) by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law), and (iii) by the power of a court to deny
enforcement of remedies generally based upon public policy.
2.03 SOCO Stock. The SOCO Stock to be delivered to Seller pursuant
hereto is in due and proper form, is duly authorized and outstanding, fully paid
and non-assessable and listed on the New York Stock Exchange. When delivered by
Purchaser pursuant to this Agreement against payment of
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the consideration therefor set forth herein, Seller will receive good and
marketable title to such SOCO Stock free and clear of all liabilities, liens,
charges, security interests or encumbrances of any nature whatsoever.
2.04 No Representation as to Tax Treatment. Purchaser makes no
representation or warranty to Seller as to the federal income or other tax
treatment of the transaction contemplated hereby.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser that:
3.01 Authority. Seller has the requisite power to execute and deliver
this Agreement, to consummate the transactions contemplated hereby and to
perform all the terms and conditions hereof to be performed by it. The execution
and delivery of this Agreement by Seller, the performance by it of all the terms
and conditions hereof to be performed by it and the consummation of the
transactions contemplated hereby do not violate any provision of any federal or
state law or regulation or any judgment, order or decree of any federal or state
court or governmental agency applicable to or binding on Seller. This Agreement
and the instruments to be delivered at the Closing constitute the valid and
binding obligation of Seller, enforceable in accordance with their terms, except
as the enforceability thereof may be limited by (i) bankruptcy, insolvency or
other laws relating to or affecting generally creditors' rights, (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law), and (iii) the power of a court to deny
enforcement of remedies generally based upon public policy.
3.02 Title. Upon delivery to Purchaser of the certificates representing
the shares of Seller's Stock to Purchaser hereunder and delivery of the
consideration therefore set forth herein, Purchaser will receive good and
marketable title to such Seller's Stock free and clear of all liabilities,
liens, charges, security interests or encumbrances of any nature whatsoever.
ARTICLE IV
CONDITIONS TO CLOSING
4.01 Conditions to the Obligations of Each Party. The obligations of
Purchaser and Seller to consummate the Closing are subject to the satisfaction
of the condition that no judgment, injunction, order or decree of any court,
arbitrator or governmental entity shall restrain or prohibit the consummation of
the Closing.
4.02 Conditions to Obligation of Purchaser. The obligation of Purchaser
to consummate the Closing is subject, at the option of Purchaser, to the
satisfaction of the following further conditions:
(a) Each of the representations and warranties of Seller in this
Agreement shall be true and correct in all respects material to the transactions
contemplated by this Agreement as of the date hereof and as of the Closing Date
with the same effect as though such representations and warranties had been made
on the Closing Date.
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(b) Seller shall have performed in all material respects all
obligations and complied in all material respects with all covenants required to
be performed or complied with by it under this Agreement and the Pledge
Agreement at or prior to the Closing.
4.03 Conditions to Obligation of Seller. The obligation of Seller to
consummate the Closing is subject, at the option of Seller, to the satisfaction
of the following further conditions:
(a) The representations and warranties of Purchaser in this Agreement
shall be true and correct as of the date hereof and as of the Closing Date with
the same effect as though such representations and warranties had been made on
the Closing Date.
(b) Purchaser shall have performed in all material respects all
obligations and complied in all material respects with all covenants required to
be performed or complied with by it under this Agreement at or prior to the
Closing.
(c) SOCO shall have executed and delivered the Registration Rights
Agreement to Seller.
ARTICLE V
MISCELLANEOUS
5.01 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given when received by a party at the address set
forth below the name of that party on the signature page hereof or at such
subsequent address as is provided by one party to the other in writing.
5.02 Exclusive Agreement. This Agreement supersedes all prior
agreements between the parties relating to the subject matter hereof (written or
oral) and is intended as a complete and exclusive statement of the terms of the
agreement between the parties.
5.03 Choice of Law; Amendments; Headings. This agreement shall be
governed by and construed and enforced in accordance with the laws of the state
of Texas. This agreement may not be changed or amended orally. The headings
contained in this agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this agreement.
5.04 Assignments and Third Parties. No party hereto shall assign this
Agreement or any part hereof without the prior written consent of the other
party, except that (a) Purchaser may assign any or all its rights hereunder to
SOCO or to any subsidiary of Purchaser or SOCO, provided that no assignment by
Purchaser (whether before or after the Closing in whole or in part) shall
release Purchaser from any obligation under this Agreement, and (b) Seller and
its successors and assigns may assign any or all rights and obligations
hereunder to any Affiliate of Seller (as defined below) to which Seller or any
such successor or assignee of Seller also transfers, assigns, or sells by
liquidation or otherwise some or all of the SOCO Stock acquired by Seller under
this Agreement. For these purposes, the term "Affiliate of Seller" means any
member of the immediate family of Seller, and trust solely for the benefit of
one or more members of Seller's immediate family or any entity currently
existing or to be formed that is Controlled by, Seller and/or one or more
members of Seller's immediate family. The term "Control" means the power to
determine, direct, or decide matters relating to an entity, whether by direct or
indirect ownership of voting securities, contractual arrangement, or otherwise.
Except as otherwise provided herein, this Agreement shall be binding upon and
inure to the
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benefit of the parties hereto and their successors and assigns. Nothing in this
Agreement shall entitle any person other than the parties hereto, or their
successors and assigns permitted hereby to any claim, cause of action, remedy or
right of any kind.
5.05 Counterparts. This agreement may be executed in counterparts, each
of which shall be deemed to be an original, but both of which together shall
constitute but one and the same agreement.
5.06 Good Faith. The obligation to act in good faith is an integral
term of this Agreement and each party hereto covenants to the other that it will
in good faith carry out each and all terms, provisions and conditions of this
Agreement applicable to or binding on such party. The parties hereto agree that
the exercise of any option, right or privilege as provided for in this Agreement
or as permitted by applicable regulations or statutes or other agreement(s)
between the parties regardless of the effect, economic or otherwise, on the
other party or parties is deemed, for purposes of this Agreement, as "acting in
good faith".
5.07 Expenses. Except as otherwise expressly provided in this
Agreement, all costs and expenses incurred by each party hereto in connection
with all things required to be done by it hereunder, including attorney's fees
and accountant fees, shall be borne by the party incurring same.
5.08 Attorneys' Fees. The prevailing party in any legal proceeding
brought under or to enforce this Agreement shall be additionally entitled to
recover court costs and reasonable attorneys' fees from the nonprevailing party.
5.09 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any adverse manner to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
5.10 Survival. The representations, warranties, covenants, and
agreements set forth in this Agreement and in any certificate or instrument
delivered in connection herewith shall survive Closing.
5.11 Public Announcements. Each party agrees not to issue any press
release or make any other public announcement relating to this Agreement or the
transactions described in this Agreement, or to permit any agent or affiliate of
it to issue any such press release or make any such announcement, without the
prior written consent of the other party, except where such release or statement
is deemed in good faith by the releasing party to be required by law or any
national securities exchange, in which case the releasing party will provide a
copy to the other party at least three full business days prior to any release
or statement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
SOCO INTERNATIONAL, INC. XXXXXX X. STORY, JR.
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Story, JR.
By __________________________ _________________________
Xxxx X. Xxxxxx,
Chairman
Address: Address:
000 Xxxx Xxxxxx P.O. Box 1523
Xxxx Xxxxx, Xxxxx 00000 Xxxxxxxxxxx, Xxxxx 00000
Attn: General Counsel
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EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, dated as of July 10, 1997, is made by XXXXXX OIL
CORPORATION, a Delaware corporation ("SOCO") and XXXXXX X.STORY, JR. ("Holder").
Pursuant to that certain Exchange Agreement dated as of July 10, 1997
(the "Exchange Agreement") between SOCO International, Inc. ("SOCO Inc.") and
Holder, Holder has transferred to SOCO Inc. 100 shares of common stock, par
value $.01 per share, in exchange for 530,000 shares of common stock, par value
$.01 per share, of SOCO (the "Registrable Stock").
Pursuant to the Exchange Agreement, SOCO is entering into this Agreement
providing for the registration of the Registrable Stock with such stockholder.
Therefore, for and in consideration of the agreements set forth herein, SOCO and
Holder agree to the provisions hereof.
1. Transfer of SOCO Stock. Unless a registration statement is effective
with respect thereto, the shares of Registrable Stock delivered to Holder
pursuant to the Exchange Agreement will not have been registered under the
Securities Act of 1933, as amended (the "Securities Act"). SOCO shall cause to
be placed upon certificates for shares of Registrable Stock issued pursuant to
the Exchange Agreement (other than shares which are at the time the subject of
an effective registration statement under the Securities Act) a legend
applicable to the disposition of those shares, provided that forthwith upon any
disposition pursuant to the registration statement filed under this Agreement or
otherwise, SOCO shall substitute therefor, at its expense, new certificates not
bearing that legend. The legend shall read substantially as follows:
The securities represented by this certificate have not been
registered under the securities act of 1933 and may not be
sold or transferred unless they are so registered or an
exemption from registration is then available.
2. Registration on Request. Upon written notice of Holder requesting
that SOCO effect the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of all or part of the shares of Registrable Stock, which
notice shall specify the intended method or methods of disposition of such
Registrable Stock, SOCO will file a registration statement with the Securities
and Exchange Commission ("SEC") (at the earliest possible date and, except as
provided herein, no later than 30 days following receipt of such notice) and use
its reasonable best efforts to effect the registration, under the Securities
Act, of such Registrable Stock for disposition in accordance with the intended
method or methods of disposition stated in such request, provided that:
(1) if, upon receipt of a registration request pursuant to
this Section 2.01, SOCO is advised in writing (with a copy to Holder)
by a recognized independent investment banking firm selected by the
Board of Directors of SOCO that, in such firm's opinion, a registration
at the time and on the terms requested would adversely affect any
public offering of securities by SOCO (other than in connection with
employee benefit and similar plans) (a "Public Offering") for which a
registration statement had been filed by SOCO prior to receiving such
registration request,
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SOCO shall not be required to effect a registration pursuant to this
Section 2 until the earlier of (i) three months after the completion of
such Public Offering, (ii) the termination of any "black out" period
required by the underwriters, if any, to be applicable to such Holder
in connection with such Public Offering, (iii) promptly after
abandonment of such Public Offering or (iv) 135 days after the date of
written notice of Holder requesting registration; and
(2) if a registration request is made while a merger,
consolidation, acquisition, disposition or other material development
involving SOCO is pending, and the general counsel of SOCO determines
in writing that the filing of a registration statement would require
the disclosure of information that is material to such transaction or
material development which SOCO has a bona fide business purpose for
preserving as confidential, and SOCO promptly provides Holder a copy of
such determination, SOCO shall not be required to effect a registration
pursuant to this Section 2.02 until the earlier of (i) the date upon
which such material information is disclosed to the public or ceases to
be material or (ii) 135 days after the date of written notice by Holder
requesting registration.
3. Registration Expenses. SOCO shall be responsible for the payment of
all Registration Expenses (as defined below) in connection with the registration
pursuant to this Agreement. With respect to such registration Holder shall bear
its own legal costs and any underwriting commissions or discounts charged to the
Holder.
"Registration Expenses," means all expenses incident to SOCO's
performance of or compliance with the registration requirements set forth in
this Section 2 including, without limitation, the following: (i) the fees,
disbursements and expenses of SOCO's counsel(s) (United States and foreign) and
accountants in connection with any such registration; (ii) all costs and
expenses in connection with the preparation, printing and filing of the
registration statement, each prospectus, and all amendments and supplements
thereto; (iii) the costs incurred in connection with the qualification of the
securities under the laws of various jurisdictions (including fees and
disbursements of counsel); (iv) the cost of furnishing to the Holder copies of
any such registration statement, each preliminary prospectus, the final
prospectus and each amendment and supplement thereof; and (v) all fees and
expenses incurred in listing the Registrable Stock on any stock exchange and any
transfer agent or registrar fees.
4. Registration Procedures. If and whenever SOCO is required to use its
reasonable best efforts to effect the registration of any Registrable Stock
under the Securities Act as provided in Section 2, SOCO will as promptly as is
practicable:
(a) prepare, file and use its reasonable best efforts to cause
to become effective a registration statement on Form S-3 or such other form as
SOCO reasonably selects under the Securities Act or update by amendment or
supplement a previously filed registration statement regarding the Registrable
Stock to be offered;
(b) prepare and file with the SEC such amendments and
supplements to the registration statement and the prospectus used in connection
therewith as may be necessary to keep the registration statement effective and
to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Stock until the earlier of such time as all
Registrable Stock has been disposed of in accordance with the intended methods
of disposition by Holder set forth in the registration statement or until the
earlier of three years after the registration statement becomes
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effective or such earlier date upon which the Registrable Stock may be sold
under Rule 144(k) under the Securities Act;
(c) furnish to Holder the number of conformed copies of the
registration statement and of each amendment and supplement thereto (in each
case including all exhibits), the number of copies of the prospectus included in
such registration statement (including each preliminary prospectus and any
summary prospectus), in each case the number to be in conformity with the
requirements of the Securities Act, those documents incorporated by reference in
the registration statement or prospectus, and such other documents as Holder may
reasonably request;
(d) use its reasonable best efforts to register or qualify all
Registrable Stock covered by the registration statement under securities or blue
sky laws of other jurisdictions as Holder shall reasonably request, and do any
and all other acts and things which may be necessary or advisable to enable
Holder to consummate the disposition in those jurisdictions of its Registrable
Stock covered by the registration statement, except that SOCO shall not for any
such purpose be required to qualify generally to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified, or to subject
itself to taxation in any such jurisdiction, or to consent to general service of
process in any such jurisdiction; and
(e) immediately notify Holder at any time when a prospectus
relating to a registration pursuant to this Agreement is required to be
delivered under the Securities Act of the happening of any event as a result of
which the prospectus included in the registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and at the request of Holder prepare and furnish to Holder and any underwriter
of the Registrable Stock a reasonable number of copies of a supplement to or an
amendment of the prospectus as may be necessary so that, as thereafter delivered
to the purchasers of the Registrable Stock, the prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
SOCO may require that Holder furnish such information regarding Holder
and the distribution of such securities as SOCO may from time to time reasonably
request in writing and as shall be required by law or by the SEC in connection
with any registration.
5. Blackout Periods. Upon written notice from SOCO to Holder that
either:
(a) SOCO has determined to engage in a financing and has been
advised in writing (with a copy to Holder) by a recognized independent
investment banking firm selected by the Board of Directors of SOCO that, in that
firm's opinion, SOCO's sale of Registrable Stock pursuant to the registration
statement would adversely affect SOCO's own immediately planned financing (a
"Transaction Blackout"); or
(b) the general counsel of SOCO determines in good faith in
writing (with a copy to Holder) that Seller's sale of Registrable Stock pursuant
to the registration statement would require disclosure of material information
which SOCO has a bona fide business purpose for preserving as
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confidential as a result of a pending merger, consolidation, acquisition,
disposition or other material development involving SOCO (an "Information
Blackout");
Holder shall suspend sales of Registrable Stock pursuant to such registration
statement until the earlier of (X)(i) in the case of a Transaction Blackout, the
earliest of (A) three months after the completion of the financing, (B) the
termination of any "blackout" period required by the underwriters to be
applicable to SOCO, if any, in connection with the financing, (C) abandonment of
such financing and (D) 135 days after the date of SOCO's written notice of a
Transaction Blackout, or (ii) in the case of an Information Blackout, the
earlier of (A) the date upon which the material information is disclosed to the
public or ceases to be material or (B) 135 days after SOCO's written notice of
an Information Blackout, and (Y) such time as SOCO notifies Holder that sales
pursuant to such registration statement may be resumed.
6. Preparation; Reasonable Investigation. In connection with the
preparation and filing of the registration statement registering Registrable
Stock under the Securities Act, SOCO shall give Holder and its counsel
reasonable and customary access to its books and records and opportunities to
discuss the business of SOCO with its officers and the independent public
accountants who have audited its financial statements.
7. Indemnification and Contribution.
(a) SOCO hereby indemnifies and agrees to hold harmless
Holder, its directors and officers, and each person, if any, who controls Holder
within the meaning of the Securities Act against any losses, claims, damages,
liabilities and expenses, joint or several, to which that person may be subject
under the Securities Act or otherwise, insofar as those losses, claims, damages,
liabilities or expenses (or actions or proceedings in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in the registration statement under which the
Registrable Stock is registered under the Securities Act, any preliminary
prospectus or final prospectus included therein, or any amendment or supplement
thereto, or any document incorporated by reference therein, or (ii) any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and SOCO
shall reimburse each such person for any legal or any other expenses reasonably
incurred by that person in connection with investigating or defending any such
loss, claim, liability, action or proceeding; provided that SOCO shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises out of
or is based upon an untrue statement or alleged untrue statement or omission
made in reliance upon and in conformity with written information furnished by
the indemnified person to SOCO. This indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of SOCO or any
director, officer or controlling person and shall survive the transfer of the
registered securities by Holder.
(b) Holder hereby indemnifies and agrees to hold harmless (in
the same manner and to the same extent as set forth in Subsection 7(a)) each
director of SOCO, each officer of SOCO who shall sign the registration
statement, and each person, if any, who controls SOCO within the meaning of the
Securities Act, with respect to any statement in or omission from the
registration statement, any preliminary prospectus or final prospectus included
therein, or any amendment or supplement thereto, if the statement or omission
was made in reliance upon and in conformity with written information furnished
by it to SOCO. This indemnity shall remain in full force and effect
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regardless of any investigation made by or on behalf of SOCO or any director,
officer or controlling person and shall survive the transfer of the registered
securities by Holder.
(c) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for as set forth in this
Section 7 is for any reason held to be unenforceable by the indemnified parties,
although applicable in accordance with its terms, SOCO and Holder shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by said indemnity agreement incurred by SOCO and Holder,
as incurred, as between SOCO on the one hand and Holder on the other, in such
proportion as is appropriate to reflect the relative fault of SOCO on the one
hand and of Holder on the other in connection with the statements or omissions
which result in the losses, liabilities, claims, damages or expenses, as well as
any other relative equitable considerations. The relative fault of SOCO on the
one hand and of Holder on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state material fact relates to
information supplied by SOCO or by Holder.
8. Miscellaneous.
(a) Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given when received by a party at the
address set forth below the name of that party on the signature page hereof or
at such subsequent address as is provided by one party to the other in writing.
(b) Exclusive Agreement. This Agreement supersedes all prior
agreements between the parties relating to the subject matter hereof (written or
oral) and is intended as a complete and exclusive statement of the terms of the
agreement between the parties.
(c) Choice of Law; Amendments; Headings. This Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of Texas. This Agreement may not be changed or amended orally. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.
(d) Assignments and Third Parties. No party hereto shall
assign this Agreement or any part hereof without the prior written consent of
the other party, except that Holder and its successors and assigns may assign
any or all rights and obligations hereunder to any Affiliate of Holder (as
defined below) to which Holder or any such successor or assignee of Holder also
transfers, assigns, or sells by liquidation or otherwise some or all of the
Registrable Stock acquired by Holder pursuant to the Exchange Agreement. For
these purposes, the term "Affiliate of Holder" means any member of the immediate
family of Holder, and trust solely for the benefit of one or more members of
Holder's immediate family or any entity currently existing or to be formed that
is Controlled by, Holder and/or one or more members of Holder's immediate
family. The term "Control" means the power to determine, direct, or decide
matters relating to an entity, whether by direct or indirect ownership of voting
securities, contractual arrangement, or otherwise. Except as otherwise provided
herein, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns. Except as specified in Section
7, which is intended to benefit and to be enforceable by any of the Indemnified
Parties, nothing in this Agreement shall entitle any person other than the
parties hereto,
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or their successors and assigns permitted hereby to any claim, cause of action,
remedy or right of any kind.
(e) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but both of which
together shall constitute but one and the same agreement.
(f) Expenses. Except as otherwise expressly provided in this
Agreement, all costs and expenses incurred by each party hereto in connection
with all things required to be done by it hereunder, including attorney's fees
and accountant fees, shall be borne by the party incurring same.
(g) Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any adverse
manner to any party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
XXXXXX OIL CORPORATION XXXXXX X. STORY, JR.
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Story, JR.
By __________________________ ________________________
Xxxx X. Xxxxxx
Chairman
Address: Address:
000 Xxxx Xxxxxx P.O. Box 1523
Xxxx Xxxxx, Xxxxx 00000 Xxxxxxxxxxx, Xxxxx 00000
Attn: General Counsel
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EXHIBIT B
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this "Pledge Agreement") is executed and
effective as of the 10th day of July, 1997, by and between XXXXXX X. STORY,JR.
("Pledgor") and SOCO INTERNATIONAL HOLDINGS, INC., a Delaware corporation
("Pledgee").
Pursuant to an Exchange Agreement dated as of July 10, 1997 between
Pledgor and Xxxxxx Oil Corporation ("SOCO"), Pledgor has on this day transferred
100 shares of common stock of Pledgee to SOCO in exchange for 530,000 shares of
common stock, par value $.01 per share, of SOCO. In addition, Pledgor has as of
this day resigned as a director and officer of Pledgee.
Pledgee is the holder of two Notes (the "Notes") of Pledgor, each dated
December 30, 1996 and in the principal amounts of $269,563.25 and $320,936.74.
Pledgor and Pledgee wish to secure the obligations of Pledgor under the Notes.
Effective March 15, 1997 the interest notes of the Notes was reduced from 1% per
month to a floating rate equal to the average rate paid by SOCO on borrowings
under ist bank credit agreement.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged and confessed, Pledgor agrees with Pledgee as follows:
1. Pledge. Upon the terms hereof, Pledgor hereby grants to Pledgee a
security interest in and to the rights, titles and interests of Pledgor in and
to all of the following rights, interests and property (all of the following
being herein sometimes called the "Pledged Shares"): (a) 50,000 shares of common
stock, par value $.01 per share, of SOCO; (b) any and all proceeds or other sums
arising from or by virtue of, and all dividends and distributions (cash or
otherwise) payable and/or distributable with respect to, all or any of the
Pledged Shares described in clause (a) preceding; and (c) all cash, securities,
dividends, and other property at any time and from time to time receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Shares described in clause (a) hereof and any other property substituted or
exchanged therefor.
2. Secured Obligation. The security interest herein granted (the
"Security Interest") shall secure payment and performance of Pledgor's
obligations under the Notes (the "Obligations").
3. Representations and Warranties: Related Covenants. Pledgor
represents, warrants, covenants and agrees to and with Pledgee that: (a) Pledgor
is the legal and beneficial owner of the Pledged Shares; (b) no dispute right of
setoff, counterclaim or defense exists with respect to all or any part of the
Pledged Shares; (c) the Pledged Shares are free and clear of all liens, options,
warrants, puts, calls or other rights of third persons, and restrictions
(collectively, "Liens"), other than (I) those Liens arising under this Pledge
Agreement and (ii) restrictions on transferability imposed by applicable state
and federal securities laws; (d) Pledgor has full right and authority to pledge
the Pledged Shares for the purposes and upon the terms set out herein; and (e)
certificates representing the Pledged Shares have been delivered to Pledgee,
together with a duly executed blank stock power with signatures guaranteed, for
each certificate.
4. Covenants. (a) Pledgor covenants and agrees to from time to time
promptly execute and deliver to Pledgee all such other assignments,
certificates, supplemental writings and financing statements as Pledgee
reasonably requests in order to perfect or evidence the Security Interest.
Pledgor further agrees that if Pledgor shall at any time acquire any additional
shares of the capital stock of any class of SOCO by reclassification of or
dividend on the Pledged Shares, Pledgor shall forthwith (and without the
necessity for
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any request or demand by Pledgee) deliver the certificates representing such
shares to Pledgee. Upon delivery, such shares shall thereupon constitute
"Pledged Shares" and shall be subject to the Liens herein created, for the
purposes and upon the terms and conditions set forth in this Pledge Agreement.
Pledgor further covenants and agrees that, without the prior written consent of
Pledgee, Pledgor shall not (I) transfer any of Pledgor's rights, titles or
interests in and to the Pledged Shares; or (ii) create any other Lien or
otherwise encumber any of the Pledged Shares, or permit any of the Pledged
Shares to ever be or become subject to any Lien, attachment, execution,
sequestration, other legal or equitable process or any Lien or encumbrance of
any kind, except the Security Interest.
(b) Pledgor will promptly execute and deliver or cause the execution
and delivery of, all applications, certificates, instruments, registration
statements, and all other documents and papers Pledgee may reasonably request in
connection with the obtaining of any consent, approval, registration,
qualification, or authorization of any other Person necessary or appropriate for
the effective exercise of any rights under this Pledge Agreement. Without
limiting the generality of the foregoing, Pledgor agrees that in the event
Pledgee shall exercise any rights to sell, transfer, or otherwise dispose of, or
vote, consent, or take any other action in connection with any of the Pledged
Shares pursuant to this Pledge Agreement, Pledgor shall execute and deliver all
applications, certificates, and other documents as Pledgee may reasonably
request and shall otherwise promptly, fully and diligently cooperate with
Pledgee and any other necessary persons, in making any application for the prior
consent or approval of any other person to the exercise by Pledgee of any rights
relating to all or any of the Pledged Shares. Furthermore, because Pledgor
agrees that Pledgee's remedies at law for failure of Pledgor to comply with the
provisions of this Paragraph 4(b) would be inadequate and that such failure
would not be adequately compensable in damages, Pledgor agrees that the
covenants of this Paragraph 4(b) may be specifically enforced.
(c) Pledgor will preserve, warrant, and defend the Liens created hereby
in the Pledged Shares against the claims of all Persons whomsoever; will
maintain and preserve such Liens; will not at any time assign, transfer, or
otherwise dispose of its right, title and interest in and to any of the Pledged
Shares; will not at any time directly or indirectly create, assume, or suffer to
exist any Lien, warrant, put, option, or other rights of third persons and
restrictions, other than the Liens created by this Pledge Agreement in and to
the Pledged Shares or any part thereof; and will not do or suffer any matter or
thing whereby the Liens created by this Pledge Agreement in and to the Pledged
Shares might or could be impaired.
5. Conversions: etc. Should the Pledged Shares, or any part thereof,
ever be in any manner converted into another property of the same or another
type or any money or other proceeds ever be paid or delivered to Pledgor as a
result of Pledgor's rights in the Pledged Shares, then in any such event (except
as otherwise provided herein), all such property, money and other proceeds shall
be and/or become part of the Pledged Shares, and Pledgor covenants forthwith to
pay or deliver to Pledgee all of the same which is susceptible of delivery; and
at the same time, if Pledgee so requests, Pledgor will properly endorse or
assign the same to Pledgee. Without limiting the generality of the foregoing,
Pledgor hereby agrees that the shares of capital stock of the surviving
corporation in any merger or consolidation involving SOCO shall be deemed to
constitute the same property as the Pledged Shares. With respect to any such
property of a kind requiring an additional security agreement, financing
statement or other writing to perfect a security interest therein in favor of
Pledge, Pledgor will forthwith execute and deliver to Pledgee whatever Pledgee
shall deem necessary or proper for such purpose.
6. No Duty to Fix or Preserve Rights. Pledgee shall not have any duty
to fix or preserve rights against prior parties to the Pledged Shares and shall
not be liable for failure to use diligence to collect any
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amount payable with respect to the Pledged Shares, or any part thereof, but
shall be liable only to account to Pledgor for what Pledgee may actually collect
or receive thereon.
7. Rights of Parties Before and After the Occurrence of an Event of
Default.
(a) Exercising Shareholder Rights Prior to an Event of Default.
Unless and until an Event of Default (as defined in the Notes) shall occur,
(I) Pledgor shall be entitled to receive all cash dividends paid to
Pledgor in respect of or attributable to the Pledged Shares. Notwithstanding the
foregoing, Pledgee shall be entitled to receive, whether or not an Event of
Default has occurred, (A) any and all other Distributions, including, but not
limited to, stock dividends or Distributions in property made on or with respect
to the Pledged Shares and any proceeds of Pledged Shares, whether resulting from
subdivision, combination, or reclassification of the outstanding capital stock
of SOCO or a result of any merger, consolidation, acquisition, or other exchange
of assets to which SOCO is a party, and (B) all sums paid on any Pledged Shares
upon liquidation or dissolution or reduction of capital, repurchase, retirement,
or redemption. All such sums, dividends, distributions, proceeds, or other
property described in clauses (A) and (B) preceding shall if received by any
entity other than Pledgee, be held in trust for the benefit of Pledgee and shall
forthwith be delivered to Pledgee (accompanied by proper instruments of
assignment and/or stock and/or bond powers executed by Pledgor in accordance
with Pledgee's instructions) to be held subject to the terms of this Pledge
Agreement. Any cash proceeds of the Pledged Shares, other than cash dividends
which Pledgor is then permitted to receive and retain hereunder, which come into
the possession of Pledgee may, at Pledgee's option, be applied in whole or in
part to the Obligations (to the extent then due), be released in whole or in
part to or on the written instructions of Pledgor, or be retained in whole or in
part by Pledgee as additional security for the payment and performance of the
Obligations. Any cash proceeds in the possession of Pledgee shall be invested by
Pledgee in securities or obligations issued or guaranteed by the United States
of America or any agency thereof. Pledgee shall never be obligated to make any
such investment and shall never have any liability to Pledgor for any loss which
may result therefrom. All interest and other amounts earned from any investment
of such proceeds may be dealt with by Pledgee in the same manner as other cash
proceeds.
(ii) Pledgor shall have the right to vote and give consents with
respect to all of the Pledged Shares and to consent to, ratify, or waive notice
of any and all meetings; provided that such right shall in no case be exercised
for any purpose contrary to, or in violation of, any of the terms or the
provisions of this Pledge Agreement.
(b) Exercising Shareholder Rights After the Occurrence of an
Event of Default.
Upon the occurrence and during the continuance of an Event of Default, Pledgee,
without the consent of Pledgor, may:
(I) At any time vote or consent in respect of any of the Pledged Shares
and authorize any Pledged Shares to be voted and such consents to be given,
ratify and waive notice of any and all meetings, and take such other action as
shall seem desirable to Pledgee, in its discretion, to protect or further the
interests of Pledgee in respect of any of the Pledged Shares as though it were
the outright owner thereof, and, Pledgor hereby irrevocably constitutes and
appoints Pledgee its sole proxy and attorney-in-fact, with full power of
substitution to vote and act with respect to any and all Pledged Shares standing
in the name of Pledgor or with respect to which Pledgor is entitled to vote and
act. The proxy and power of
3
attorney herein granted are coupled with interests, are irrevocable, and shall
continue throughout the term of this Pledge Agreement;
(ii) In respect of any Pledged Shares, join in and become a party to
any plan of recapitalization, reorganization, or readjustment (whether voluntary
or involuntary) as shall seem desirable to Pledgee in respect of any such
Pledged Shares, and deposit any such Pledged Shares under any such plan; make
any exchange, substitution, cancellation, or surrender of such Pledged Shares
required by any such plan and take such action with respect to any such Pledged
Shares as may be required by any such plan or for the accomplishment thereof;
and no such disposition, exchange, substitution, cancellation, or surrender
shall be deemed to constitute a release of Pledged Shares from the Lien of this
Pledge Agreement;
(iii) Receive all payments of whatever kind made upon or with respect
to any Pledged Shares; and
(vi) Transfer into its name, or into the name or names of its nominee
or nominees, all or any of the Pledged Shares.
(c) Right of Sale After the Occurrence of an Event of Default. Upon the
occurrence and during the continuance of an Event of Default, Pledgee may sell,
without recourse to judicial proceedings, with the right (except at private
sale) to bid for and buy, free from any right of redemption, the Pledged Shares
or any part thereof, upon five days' notice (which notice is agreed to be
reasonable notice for the purposes hereof) to Pledgor of the time and place of
sale, for cash, upon credit or for future delivery, at Pledgee's option and in
Pledgee's complete discretion:
(I) At public sale, including a sale at any broker's board or exchange; and
(ii) At private sale in any manner which will not require the Pledged
Shares, or any part thereof, to be registered in accordance with The Securities
Act of 1933, as amended (the "Act"), or the rules and regulations promulgated
thereunder, or any other law or regulation, at the best price reasonably
obtainable by Pledgee at any such private sale or other disposition in the
manner mentioned above. Pledgee is also hereby authorized, but not obligated, to
take such actions, give such notices, obtain such consents, and do such other
things as Pledgee may deem required or appropriate in the event of sale or
disposition of any of the Pledged Shares. Pledgor understands that Pledgee may
in its discretion approach a restricted number of potential purchasers and that
a sale under such circumstances may yield a lower price for the Pledged Shares,
or any portion thereof, than would otherwise be obtainable if the same were
registered and sold in the open market. Pledgor agrees (a) that in the event
Pledgee shall so sell the Pledged Shares, or any portion thereof, at such
private sale or sales, Pledgee shall have the right to rely upon the advice and
opinion of any member firm of a national securities exchange as to the best
price reasonably obtainable upon such a private sale thereof (any expense borne
by Pledgee in obtaining such advise to be paid by Pledgor as an expense related
to the exercise by Pledgee of its rights hereunder), and (b) that such reliance
shall be conclusive evidence that Pledgee handled such matter in a commercially
reasonable manner.
In case of any sale by the Pledgee of the Pledged Shares on credit or
for future delivery, the Pledged Shares sold may be retained by Pledgee until
the selling price is paid by the purchaser, but Pledgee shall incur no liability
in case of failure of the purchaser to take up and pay for the Pledged Shares so
sold. In case of any such failure, such Pledged Shares so sold may be again
similarly sold.
4
In connection with the sale of the Pledged Shares, Pledgee is
authorized, but not obligated, to limit prospective purchasers to the extent
deemed necessary or desirable by Pledgee to render such sale exempt from the
registration requirements of the Act and any applicable state securities laws,
and no sale so made in good faith by Pledgee shall be deemed not to be
"commercially reasonable" because so made. If Pledgee determines to exercise its
right to sell all or any of the Pledged Shares, and if in the opinion of any
reputable law firm selected by Pledgee ("Law Firm"), it is necessary or
advisable to have such securities registered under the provisions of such Act,
or any similar law relating to the registration of securities, Pledgor agrees,
at its own expense, to (I) execute and deliver all such instruments and
documents, and to do or cause to be done other such acts and things as may be
necessary or, in the opinion of Law Firm, advisable to register such securities
under the provisions of such Act or any applicable similar law relating to the
registration of securities, and Pledgor will use its best efforts to cause the
registration statement relating thereto to become effective and to remain
effective for such period as Pledgee shall reasonably request, and to make all
amendments thereof and/or to the related prospectus which, in the opinion of Law
Firm, are necessary or desirable, all in conformity with the requirements of
such Act and the rules and regulations of the Securities and Exchange Commission
applicable thereto; (ii) use its best efforts to qualify such securities under
state "blue sky" or securities laws and to obtain the necessary approval of any
tribunal to the sale of such securities, all as reasonably requested by Pledge;
(iii) at the request of Pledgee, indemnify and hold harmless, and to cause the
Issuers to agree to indemnify and hold harmless, Pledgee, any underwriters (and
any person controlling any of the foregoing), and their respective employees,
officers, agents, attorneys, and accountants (collectively, the "Indemnified
Parties") from and against any loss, liability, claim, damage and expense
(including without limitation, reasonable fees of counsel incurred in connection
therewith) under such Act or otherwise, insofar as such loss, liability, claim,
damage or expense arises out of or is based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such securities were registered under such Act or other securities
laws, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto, or arise out of or are based upon any omission
or any alleged omission to state therein a material fact required to be stated
or necessary to make the statements therein not misleading, such indemnification
to remain operative regardless of any investigation made by or on behalf of any
Indemnified Party; provided that Pledgor shall not be liable in any case to the
extent that any such loss, liability, claim, damage, or expense arises out of or
is based upon any untrue statement or alleged untrue statement or an omission or
an alleged omission made in reliance upon and in conformity with written
information furnished to Pledgor and/or SOCO or, with respect to any particular
Indemnified Party, by such Indemnified Party.
(d) Other Rights After a Default. Upon the occurrence and during the
continuance of an Event of Default, Pledgee, at its election may exercise any
and all rights available to a secured party under the Uniform Commercial Code as
enacted in the State of Texas or other applicable jurisdiction, as amended in
addition to any and all other rights afforded by the Loan Papers, at law, in
equity, or otherwise.
(e) Application of Proceeds. Pledgee shall apply the proceeds of any
sale or other disposition of the Pledged Shares, first, to reimburse Pledgee for
any expenses incurred in enforcing the Obligations and in selling the Pledged
Shares, second, to accrued but unpaid interest on the Notes and, third, to
principal of the Notes.
8. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given when received by a party at the address set
forth below the name of that party on the signature page hereof or at such
subsequent address as is provided by one party to the other in writing.
5
9. Right to File as Financing Statement. Agent shall have the right at
any time to execute and file this Pledge Agreement as a financing statement, but
the failure of Pledgee to do so shall not impair the validity or enforceability
of this agreement.
10. Waiver of Certain Rights. (a) To the full extent that it may
lawfully so agree Pledgor agrees that it will not at any time plead, claim or
take the benefit of any appraisement, valuation, stay, extension, moratorium or
redemption law nor or hereafter in force in order to prevent or delay the
enforcement of this Pledge Agreement, or the absolute sale of all or any part of
the Pledges Shares or the possession thereof by any purchaser at any sale
hereunder, and Pledgor hereby waives the benefit of all such laws to the extent
it lawfully may. Each right, power and remedy of Pledgee provided for in this
Pledge Agreement or now or hereafter existing at law or in equity or by statute
or otherwise shall be cumulative and concurrent and shall be in addition to
every other right, power or remedy provided for in this Pledge Agreement or now
or hereafter existing at law or in equity or by statute or otherwise, and the
exercise or beginning of the exercise by Pledgee of any one or more of such
rights, power or remedies shall not preclude the simultaneous or later exercise
by Pledgee of any or all such other rights, powers or remedies. No failure or
delay on the part of Pledgee to exercise any such right, power or remedy and no
notice or demand which may be given to or made upon Pledgor by Pledgee with
respect to any such remedies shall operate as a waiver thereof, or limit or
impair Pledgee's right to take any action or to exercise any power or remedy
hereunder, without notice or demand, or prejudice its rights as against Pledgor
in any respect.
(b) Pledgor hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever in respect of the Notes, as well as any
requirement that the Pledgee or any holder of any of the Notes exhaust any right
or remedy or take any action in connection with the Notes before exercising any
right or remedy under this Pledge Agreement. The obligations of Pledgor
hereunder shall not be affected or impaired by reason of the happening from time
to time of any of the following, although without notice to or the consent of
Pledgor:
(I) the waiver by Pledgee or any of the holders of Notes of the
performance or observance by Pledgor of any of its agreements, covenants, terms
or conditions contained in any Note;
(ii) the voluntary of involuntary liquidation, dissolution, sale of all
or substantially all of the assets, marshalling of assets and liabilities,
receivership, conservatorship, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, winding up, or other similar
proceedings affecting Pledgor or SOCO; or
(iii) the release of any security for the Notes.
11. Amendments. This Pledge Agreement may be amended only by an
instrument in writing executed jointly by Pledgor and Pledgee and supplemented
only by documents delivered or to be delivered in accordance with the express
terms hereof.
12. Multiple Counterparts. This Pledge Agreement may be executed in a
number of identical counterparts, each of which shall be deemed an original for
all purposes and all of which shall constitute, collectively, one agreement;
but, in making proof of this agreement, it shall not be necessary to produce or
account for more than one such counterpart.
13. Parties Bound. This Pledge Agreement shall be binding on Pledgor
and Pledgor's successors and assigns and shall inure to the benefit of Pledgee
and Pledgee's successor and assigns.
6
14. Invalid Provisions. If any provision of this Pledge Agreement is
held to be illegal, invalid, or unenforceable under present or future laws
effective during the term thereof, such provision shall be fully severable, this
Pledge Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part thereof, and the remaining
provisions thereof shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its severance
therefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable
provision there shall be added automatically as a part of this Pledge Agreement
a provision as similar in terms to such illegal, invalid, or unenforceable
provision as may be possible and be legal, valid and enforceable.
15. Consent to Jurisdiction. (a) Except to the extent required for e
exercise of the remedies provided in the other security instruments, Pledgor
hereby irrevocably submits to the jurisdiction of any Texas State or Federal
court sitting in the Northern District of Texas over any action or proceeding
arising out o or relating to this Pledge Agreement or the Notes, and Pledgor
hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined such Texas State or Federal court.
Pledgor hereby irrevocably appoints Xxxxxxxx-Xxxx Corporation System, Inc. (the
"Process Agent"), with an office on the date hereof at 000 X. Xx. Xxxx, Xxxxxx,
Xxxxx 00000, as its agent to receive on behalf of Pledgor proper service of
copies of the sermons and complaint and any other process which may be made by
mailing or delivering a copy of such process to Pledgor (as applicable) in care
of the Process Agent at the Process Agent's above address, and Pledgor hereby
irrevocably authorizes and directs the Process Agent to accept such service on
its behalf. Such appointment and authorization shall be automatically and
immediately effective without the necessity of any further action on the part of
Pledgor or the Pledge in the event Pledgor ceases to maintain his principal
residence in the Comfort, Texas area. As an alternative method of service,
Pledgor also irrevocably consents to the service of any and all process in any
such action or proceeding by the mailing of copies of such process to the
Pledgor's residence at X.X. Xxx 0000, Xxxxxxxxxxx, Xxxxx 00000. Pledgor agrees
that a final judgment on any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner; provided by law.
(b) Nothing in this Paragraph 15 shall affect arty right of the Pledgee
to serve legal process in any other manner permitted by law or affect the right
of Pledgee to bring any action or proceeding against Pledgor in the courts of
any other jurisdictions.
16. Complete Agreement. This Pledge Agreement and the Notes
collectively represent the final agreement by and among Pledgee and Pledgor and
may not be contradicted by evidence of prior, contemporaneous, or subsequent
oral agreements of Pledgor and the Pledgee. There are no unwritten oral
agreements relating to this Pledge Agreement or the Notes between Pledgor and
Pledgee.
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17. Texas Law. This Pledge Agreement shall be construed in accordance
with and governed by the laws of the State of Texas.
EXECUTED effective as of July 10, 1997.
PLEDGOR:
/s/ Xxxxxx X. Story
------------------------------
Xxxxxx X. Story
ACCEPTED AND AGREED as of July 10, 1997,
PLEDGEE:
SOCO INTERNATIONAL HOLDINGS, INC.
/s/ Xxxxx X. Xxxxxxxx
By ___________________________
Vice President
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