Exhibit 99.2
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (the "Pledge Agreement"), dated as of
February 15, 2002, by Xxxxx Inc., an Ohio corporation, Kroll Holdings, Inc.,
a Delaware corporation, LAMB Acquisition, Inc., an Ohio corporation, Kroll
Holdings SA, an Argentinian corporation, Laboratory Specialists of America,
Inc., an Oklahoma corporation, Kroll Ltd., a United Kingdom corporation, US
Holdings, Inc., a Delaware corporation, and Xxxxx Associates, Inc., a
Delaware corporation (each, a "Pledgor" and collectively, the "Pledgors"), in
favor of Foothill Capital Corporation, a California corporation, as lender
("Lender") under the Loan Agreement referred to below.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Lender is a party to the Loan and Security Agreement, dated
as of the date hereof (the "Loan Agreement"), among Xxxxx Inc., each of its
Subsidiaries that is a signatory thereto (each, a "Borrower" and collectively,
"Borrowers"), and Lender as the same may have been or may be amended, modified,
supplemented or restated from time to time;
WHEREAS, as a condition precedent to making any Advances to, and the
issuance of Letters of Credit for the account of, Borrowers as contemplated by
the Loan Agreement, the Pledgors are required to execute and deliver this Pledge
Agreement to Lender; and
WHEREAS, it is the intention of the parties hereto that the Pledged
Stock (as hereinafter defined) be and become Collateral (as hereinafter defined)
under the Loan Agreement;
NOW, THEREFORE, in consideration of the premises and the agreements
herein, the Pledgors hereby agree with Lender as follows:
1. Defined Terms. Capitalized terms, that are not otherwise defined
in this Pledge Agreement, shall have the respective meanings ascribed to them in
the Loan Agreement, and the following terms shall have the following meanings:
"Code": the Uniform Commercial Code from time to time in effect
in the State of New York.
"Collateral": the Pledged Stock and all Proceeds thereof.
"Domestic Subsidiary": any Subsidiary incorporated or organized
or formed in the United States or any state or territory thereof.
"Foreign Subsidiary": any Subsidiary that is not a Domestic
Subsidiary.
"Legal Requirements": all applicable restrictive covenants,
applicable zoning and subdivision ordinances and building codes, all applicable
health and environmental regulations, and all other applicable laws, ordinances,
rules, regulations, judicial decisions, administrative orders, and other
requirements of any Governmental Authority having jurisdiction over the
1
Pledgors in effect either at the time of execution of this Pledge Agreement or
at any time during the term hereof.
"Pledge Agreement": this Stock Pledge Agreement, as amended,
supplemented or otherwise modified from time to time.
"Pledged Stock": all of the shares of capital stock owned directly
or indirectly by the Pledgors and listed on Schedule 1 attached hereto;
provided, however, that with respect to pledges of capital stock of the Foreign
Subsidiaries, such pledges shall be limited to 65% of the total combined voting
power of all classes of stock entitled to vote of each Foreign Subsidiary.
"Proceeds": all "proceeds" as such term is defined in Section
9-102(a)(64) of the Code on the date hereof and, in any event, shall include,
without limitation, all dividends or other income from the Pledged Stock and any
and all collections on the foregoing or distributions with respect to the
foregoing.
2. Pledge, Grant of Security Interest. Each of the Pledgors hereby
delivers to Lender, all of such Pledgor's right, title and interest in and to
its Pledged Stock and hereby transfers and grants to Lender, a senior, first
priority Lien in all of such Pledgor's right, title and interest in the
Collateral, as collateral security for the prompt and complete payment and
performance when due of the Obligations.
3. Delivery of Certificates, Stock Powers, Endorsements.
Concurrently with the delivery to Lender of each certificate representing one or
more shares of Pledged Stock, each Pledgor shall deliver an undated stock power
covering such certificate, duly executed in blank.
4. Representations and Warranties. Each Pledgor represents and
warrants that:
(a) such Pledgor is duly organized, validly existing and in good
standing under the applicable Legal Requirements of its jurisdiction of
organization and qualified to do business in each jurisdiction in which the
failure to be so qualified is reasonably expected to have a Material Adverse
Change; has all necessary rights, franchises and privileges and corporate power
and authority to execute, deliver and perform this Pledge Agreement and to
conduct its business as currently conducted; and has taken all necessary
corporate action to execute, deliver and perform this Pledge Agreement;
(b) this Pledge Agreement has been duly executed and delivered by
such Pledgor and when executed and delivered constitutes the legally valid and
binding obligations of such Pledgor, enforceable against such Pledgor in
accordance with its terms except as enforceability may be affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing;
(c) the shares of Pledged Stock constitute all of the issued and
outstanding shares of all classes of the capital stock owned by such Pledgor;
provided, however, that with respect to a pledge of capital stock of the Foreign
Subsidiaries, such pledge shall be limited to 65% of the total combined voting
power of all classes of stock entitled to vote of each Foreign Subsidiary;
2
(d) all of its shares of Pledged Stock have been duly authorized
and validly issued and are fully paid and nonassessable;
(e) such Pledgor is the record and beneficial owner of, and has
good title to, its Pledged Stock, free of any and all Liens or options in favor
of, or claims of, any other Person, except the Lien created by this Pledge
Agreement and the other Loan Documents and the Lien created in favor of the
Senior Notes; and
(f) upon delivery of the stock certificates evidencing the
Pledged Stock to Lender, the Lien granted pursuant to this Pledge Agreement will
constitute a valid, perfected, senior, first priority Lien on the Collateral
(except, with respect to Proceeds, only to the extent permitted by Section
9-102(a)(64) of the Code), enforceable as such against all creditors of such
Pledgor and any Persons purporting to purchase any Collateral from such Pledgor
except in each case as enforceability may be affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
5. Covenants. Each of the Pledgors covenants and agrees with Lender
that, from and after the date of this Pledge Agreement until the Obligations are
paid in full in cash:
(a) If such Pledgor shall, as a result of its ownership of the
Collateral, become entitled to receive or shall receive any stock certificate
(including, without limitation, any certificate representing a stock dividend or
a distribution other than as provided in Section 6 hereof in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), promissory note or other instrument, option
or rights, whether in addition to, in substitution of, as a conversion of, or in
exchange for any of the Collateral, or otherwise in respect thereof, such
Pledgor shall accept the same as the agent of Lender, hold the same in trust for
Lender and deliver the same forthwith to Lender, in the exact form received,
duly endorsed by such Pledgor, if required, together with an undated stock power
or endorsement, as appropriate, covering such certificate, note or instrument
duly executed in blank by such Pledgor and with, if Lender so requests,
signature guarantees, to be held by Lender, subject to the terms hereof, as
additional collateral security for the Obligations. Any sums paid upon or in
respect of the Collateral upon the liquidation or dissolution of a Pledgor's
Subsidiary shall be paid over to Lender, to be held as additional collateral
security for the Obligations, and, in case any distribution of capital shall be
made on or in respect of the Collateral or any property shall be distributed
upon or with respect to the Collateral pursuant to the recapitalization or
reclassification of the capital of a Pledgor's Subsidiary or pursuant to the
reorganization thereof, the property so distributed shall be delivered to
Lender, to be held by it hereunder as additional collateral security for the
Obligations. If any sums of money or property so paid or distributed in respect
of the Collateral shall be received by a Pledgor, such Pledgor shall, until such
money or property is paid or delivered to Lender, hold such money or property in
trust, segregated from other funds of such Pledgor, as additional collateral
security for the Obligations.
(b) Except as expressly permitted pursuant to the Loan Agreement,
such Pledgor will not (i) vote to enable, or take any other action to permit,
such Pledgor's Subsidiaries to issue any stock or other equity securities of any
nature or to issue any other securities
3
convertible into or granting the right to purchase or exchange for any stock or
other equity securities of any nature of such Pledgor's Subsidiaries, (ii) sell,
assign, transfer, exchange, or otherwise dispose of, or grant any option with
respect to, the Collateral, or (iii) create, incur or permit to exist any Lien
or option in favor of, or any claim of any Person with respect to, any of the
Collateral, or any interest therein, except for the Lien provided for by this
Pledge Agreement and the other Loan Documents and the Lien in favor of the
Senior Notes. Such Pledgor will defend the right, title and interest of Lender
in and to the Collateral against the claims and demands of all Persons
whomsoever (other than the collateral agent for the Senior Notes).
(c) Such Pledgor shall (i) not permit its Subsidiaries to issue
any stock or other securities in addition to or in substitution for the Pledged
Stock issued by its Subsidiaries, except to such Pledgor, and (ii) pledge
hereunder, immediately upon its acquisition (directly or indirectly) thereof,
any and all additional shares of stock or other equity securities of such
Pledgor's Subsidiaries to Lender.
(d) At any time and from time to time, upon the written request
of Lender, and at the sole expense of such Pledgor, promptly and duly execute
and deliver such further instruments and documents and take such further actions
as Lender may reasonably request for the purposes of obtaining or preserving the
full benefits of this Pledge Agreement and of the rights and powers herein
granted. If any amount payable under or in connection with any of the Collateral
shall be or become evidenced by any promissory note, other instrument or chattel
paper, such note, instrument or chattel paper shall be immediately delivered to
Lender, duly endorsed in a manner satisfactory to Lender, to be held as
Collateral pursuant to this Pledge Agreement.
(e) Such Pledgor agrees to pay, and to save Lender harmless from,
any and all liabilities with respect to, or resulting from any delay in paying,
any and all stamp, excise, sales or other similar taxes which may be payable
with respect to any of the Collateral or in connection with any of the
transactions contemplated by this Pledge Agreement.
6. Cash Dividends, Voting Rights, Interest Payments. Unless an Event
of Default shall have occurred and be continuing and Lender shall (unless such
Event of Default is an Event of Default specified in Sections 8.4, 8.5, or 8.6
of the Loan Agreement, in which case no such notice need be given) have given
notice to the Pledgors of Lender's intent to exercise its rights pursuant to
Section 7 below, subject to the restrictions set forth in Section 7 of the Loan
Agreement, the Pledgors shall be permitted to receive all cash dividends,
distributions and interest payments in respect of the Pledged Stock and to
exercise all voting and corporate rights with respect to the Pledged Stock;
provided, however, that no vote shall be cast or corporate right exercised or
other action taken which would impair the Collateral or which would be
inconsistent with or result in any violation of any provision of the Loan
Agreement or any of the other Loan Documents. Lender shall execute and deliver
(or cause to be executed and delivered) to the Pledgors all such proxies and
other instruments as the Pledgors may reasonably request for the purpose of
enabling them to exercise the voting and other consensual rights that they are
entitled to exercise pursuant to this paragraph and to receive the dividends,
distributions or interest payments that they are authorized to receive and
retain pursuant to this Section 6.
7. Rights of Lender. (a) If an Event of Default shall occur and be
continuing, Lender shall (unless such Event of Default is an Event of Default
specified in Sections 8.4, 8.5,
4
or 8.6 of the Loan Agreement, in which case no such notice need be given) give
notice of its intent to exercise its rights hereunder to the Pledgors, in which
case: (i) all rights of the Pledgors (A) to exercise or refrain from exercising
the voting and other consensual rights that they would otherwise be entitled to
exercise pursuant to Section 6 hereof shall, upon written notice to the Pledgors
by Lender, cease and (B) to receive the dividends, distributions and interest
payments that they would otherwise be authorized to receive and retain pursuant
to Section 6 hereof shall automatically cease; (ii) all dividends, distributions
and interest payments that are received by the Pledgors contrary to the
provisions of subsection (i) shall be received in trust for Lender, shall be
segregated from other property and funds of the Pledgors and shall be forthwith
paid over to Lender, in the same form as so received (with any necessary
endorsement); (iii) Lender shall have the right to receive any and all cash
dividends or other income paid in respect of the Pledged Stock and make
application thereof to the Obligations as provided in Section 2.4(b) of the Loan
Agreement; and (iv) all shares of the Pledged Stock shall be registered in the
name of Lender or its nominees, and Lender or its nominees may thereafter
exercise: (A) all voting, corporate and other rights pertaining to such shares
of the Pledged Stock at any meeting of shareholders of the Pledgors'
Subsidiaries or otherwise and (B) any and all rights of conversion, exchange,
subscription and any other rights, privileges or options pertaining to such
shares of the Pledged Stock as if Lender was the absolute owner thereof
(including, without limitation, the right to exchange at its discretion any and
all of the Pledged Stock upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of the
Pledgors' Subsidiaries, or upon the exercise by the Pledgors or Lender, of any
right, privilege or option pertaining to such shares of the Pledged Stock, and
in connection therewith, the right to deposit and deliver any and all of the
Pledged Stock with any committee, depository, transfer agent, registrar or other
designated agency upon such terms and conditions as it may reasonably
determine), all without liability except to account for property actually
received by it, but Lender shall have no duty to the Pledgors to exercise any
such right, privilege or option and shall not be responsible for any failure to
do so or delay in so doing.
(b) The rights of Lender hereunder shall not be conditioned or
contingent upon the pursuit by Lender of any right or remedy against the
Pledgors or the Borrowers or against any other Person which may be or become
liable in respect of all or any part of the Obligations or against any
collateral security therefor, guarantee therefor or right of offset with respect
thereto. Neither Lender nor its directors, officers, employees or agents shall
be liable for any failure to demand, collect or realize upon all or any part of
the Collateral or for any delay in doing so (except as finally determined by a
court of competent jurisdiction to have arisen solely from Lender's gross
negligence or willful misconduct), nor shall Lender be under any obligation to
sell or otherwise dispose of any Collateral upon the request of the Pledgors or
any other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof.
8. Remedies. In the event that any portion of the Obligations has
been declared or becomes due and payable in accordance with the terms of the
Loan Agreement or any other Loan Documents, and such Obligations have not been
paid in full in cash, Lender may exercise, in addition to all other rights and
remedies granted in this Pledge Agreement and in any other Loan Documents, all
rights and remedies of a secured party under the Code. Without limiting the
generality of the foregoing, Lender, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon the Pledgors or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may in such circumstances forthwith
5
collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, assign, give option or options to purchase
or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market at any exchange or
broker's board or office of Lender or elsewhere upon such terms and conditions
as it may deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk. Lender,
shall have the right upon any such public sale or sales, and, to the extent
permitted by applicable law, upon any such private sale or sales, to purchase
the whole or any part of the Collateral so sold, free of any right or equity of
redemption in such Pledged Stock by the Pledgors, which right or equity is
hereby waived or released. Lender shall apply any Proceeds from time to time
held by them and the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all costs and expenses of
every kind incurred in respect thereof or incidental to the care or safekeeping
of any of the Collateral or in any way relating to the Collateral or the rights
of Lender hereunder, including, without limitation, reasonable attorneys' fees
and disbursements of counsel to Lender, in accordance with Section 2.4(b)(i) of
the Loan Agreement and only after such application and after the payment by
Lender of any other amount required by any provision of applicable law,
including, without limitation, Section 9-610(a) of the Code, need Lender account
for the surplus, if any, to the Pledgors. To the extent permitted by applicable
law, each of the Pledgors waives all claims, damages and demands it may acquire
against Lender arising out of the lawful exercise by it of any rights hereunder.
If any notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given at
least ten (10) days before such sale or other disposition.
9. Registration Rights, Private Sales. (a) If Lender shall determine
to exercise its right to sell any or all of the Pledged Stock pursuant to
Section 8 hereof, and if in Lender's Permitted Discretion, it is reasonably
necessary or advisable to have the Pledged Stock, or that portion thereof to be
sold, registered under the provisions of the Securities Act of 1933, as amended
(the "Securities Act"), the relevant Pledgor will: (i) use its reasonable best
efforts to execute and deliver, and cause the directors and officers of such
Pledgor to execute and deliver, all such instruments and documents, and do or
cause to be done all such other acts as may be, in Lender's Permitted
Discretion, reasonably necessary or advisable to register the Pledged Stock or
that portion thereof to be sold, under the provisions of the Securities Act,
(ii) use its reasonable commercial efforts to cause the registration statement
relating thereto to become effective and to remain effective for a period of one
year from the date of the first public offering of the Pledged Stock or that
portion thereof to be sold and (iii) make all amendments thereto and/or to the
related prospectus that in Lender's Permitted Discretion, are reasonably
necessary or advisable, all in conformity with the requirements of the
Securities Act and the rules and regulations of the SEC applicable thereto. The
Borrowers will comply with the provisions of the securities or "Blue Sky" laws
of any and all jurisdictions that Lender shall reasonably designate and to make
available to its security holders, as soon as practicable, an earnings statement
(which need not be audited) that will satisfy the provisions of Section 11(a) of
the Securities Act.
(b) Each of the Pledgors recognizes that Lender may be unable
to effect a public sale of any or all the Pledged Stock by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers that will be obliged to agree, among
other things, to acquire such securities for their own account for investment
and
6
not with a view to the distribution or resale thereof. Each of the Pledgors
acknowledges and agrees that any such private sale may result in prices and
other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. Lender shall not
be under any obligation to delay a sale of any of the Pledged Stock for the
period of time necessary to permit the Borrowers or the Pledgors to register
such securities for public sale under the Securities Act, or under applicable
state securities laws, even if the Pledgors would agree to do so.
(c) Each of the Pledgors further agrees to use its reasonable
commercial efforts to do or cause to be done all such other acts as may be
necessary to make such sale or sales of all or any portion of the Pledged Stock
pursuant to this Section 9 valid and binding and in compliance with any and all
other applicable Legal Requirements. Each of the Pledgors further agrees that a
breach of any of the covenants contained in this Section 9 will cause
irreparable injury to Lender, that Lender has no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant
contained in this Section 9 shall be specifically enforceable against such
Pledgor, and such Pledgor hereby waives and agrees to the fullest extent
permitted by law not to assert any defenses against an action for specific
performance of such covenants.
(d) Lender is authorized, after written notice to the relevant
Pledgor, in connection with the sale of any Pledged Stock pursuant to Section 8
hereof, to deliver or otherwise disclose to any prospective purchaser of the
Pledged Stock: (i) any registration statement or prospectus, and all supplements
and amendments thereto, prepared pursuant to this Section 9, (ii) any
information and projections provided to it pursuant to this Section 9 and (iii)
any other information in its possession relating to the Pledged Stock; provided,
however, that such prospective purchaser shall enter into a confidentiality
agreement with the relevant Pledgor.
10. Regulatory Matters. (a) The Pledgors shall take all action that
Lender may reasonably request in the exercise of its rights and remedies
hereunder, which includes the right to require the Pledgors to transfer or
assign the Pledged Stock to any party or parties in accordance with the
provisions hereof. In furtherance of this right, the Pledgors shall: (i)
cooperate with Lender in obtaining all approvals and consents from each
Governmental Authority that Lender may reasonably deem necessary or advisable to
accomplish any such transfer or assignment of any part of the Pledged Stock and
(ii) prepare, execute and file with any Governmental Authority any application,
request for consent, certificate or instrument that Lender may reasonably deem
necessary or advisable to accomplish any such transfer or assignment of any part
of the Pledged Stock. If the Pledgors fail to execute such applications,
requests for consent, certificates or instruments, the clerk of any court that
has jurisdiction over the Loan Documents may execute and file the same on behalf
of the Pledgors.
(b) To enforce the provisions of this Section 10, Lender is
authorized, to the extent permitted by applicable law, to request the consent or
approval of any Governmental Authority to a voluntary or an involuntary transfer
of control of the Pledgors of any of the Pledged Stock. In connection with the
exercise of its remedies under this Pledge Agreement, Lender may obtain the
appointment of a trustee or receiver to assume, upon receipt of all necessary
judicial or other Governmental Authority consents or approvals, control of the
Pledgors' Subsidiaries of any of the Pledged Stock. Such trustee or receiver
shall have all rights
7
and powers provided to it by applicable law or by court order or provided to
Lender under this Pledge Agreement.
(c) Each of the Pledgors acknowledges that the approval of each
appropriate Governmental Authority to the transfer of control of such Pledgor
may be required, that the ownership thereof is integral to Lender's realization
of the value of such Pledged Stock, that there is no adequate remedy at law for
failure by such Pledgor to comply with the provisions of this Section 10 and
that such failure could not be adequately compensable in damages and, therefore,
such Pledgor agrees that the provisions of this Section 10 may be specifically
enforced.
11. Limitation on Duties Regarding Collateral. Lender's sole duty
with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the Code or otherwise,
shall be to deal with it in the same manner as Lender deals with similar
securities and property for its own account. Neither Lender nor its directors,
officers, employees or agents shall be: (a) liable for failure to demand,
collect or realize upon all or any part of the Collateral or for any delay in
doing so (except as finally determined by a court of competent jurisdiction to
have arisen solely from Lender's gross negligence or willful misconduct) or (b)
under any obligation to sell or otherwise dispose of any Collateral upon the
request of the Pledgors.
12. Powers Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Collateral are irrevocable and powers
coupled with an interest.
13. Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
14. Paragraph Headings. The paragraph headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
15. No Waiver, Cumulative Remedies. Lender shall not by any act
(except pursuant to Section 16 hereof) be deemed to have waived any right or
remedy hereunder. No failure to exercise, nor any delay in exercising, on the
part of Lender, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which Lender would otherwise have on any future occasion. The
rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any other rights or remedies provided by
law.
16. Waivers and Amendments, Successors and Assigns, Governing Law.
Except as permitted under the Loan Agreement and by a written instrument
executed by each of the Pledgors and Lender, none of the terms or provisions of
this Pledge Agreement may be, amended, supplemented or otherwise modified. This
Pledge Agreement shall be binding upon
8
the successors and assigns of the Pledgors and shall inure to the benefit of
Lender and its successors and assigns. THIS PLEDGE AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY IN SUCH STATE
(WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF).
17. Notices. Notices by Lender may be given by mail, by telex or by
facsimile transmission, addressed or transmitted to the Pledgors at the
addresses or transmission numbers set forth in Schedule II hereto. Such notice
shall be effective: (a) if mailed, three days after being deposited in the
mails, (b) if telecopied, when sent, confirmation received and (c) if delivered,
upon delivery. The Pledgors may change their addresses and transmission numbers
by written notice to Lender.
18. Termination. This Pledge Agreement is a continuing agreement and
shall remain in full force and effect until the later of (i) the repayment in
full of the Obligations owing under the Loan Agreement and (ii) the termination
or expiration of the Loan Agreement, at which time all Pledged Stock shall be
released to the appropriate Pledgor.
19. SUBMISSION TO JURISDICTION; WAIVERS. (a) EACH PLEDGOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY:
(i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS,
OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO
THE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITUATED
IN NEW YORK COUNTY, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
(ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT
IN SUCH COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT
SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES
NOT TO PLEAD OR CLAIM THE SAME; AND
(iii) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO
EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT TO XXX IN ANY OTHER JURISDICTION.
(b) LENDER AND EACH PLEDGOR UNCONDITIONALLY WAIVES ANY RIGHT IT
MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS PLEDGE AGREEMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE PARTIES
HERETO.
9
IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement
to be duly executed and delivered as of the date first above written.
XXXXX INC., an Ohio corporation, as a Pledgor
By: /s/
------------------------------------------
Title:
XXXXX HOLDINGS, INC., a Delaware corporation,
as a Pledgor
By: /s/
------------------------------------------
Name:
Title:
LAMB ACQUISITION, INC., an Ohio corporation,
as a Pledgor
By: /s/
----------------------------------------
Name:
Title:
KROLL HOLDINGS SA, an Argentinean corporation,
as a Pledgor
By: /s/
-----------------------------------------
Name:
Title:
LABORATORY SPECIALISTS OF AMERICA, INC.,
an Oklahoma corporation, as a Pledgor
By: /s/
-----------------------------------------
Name:
Title:
KROLL LTD., a United Kingdom corporation,
as a Pledgor
By: /s/
-----------------------------------------
Name:
Title:
US HOLDINGS, INC., a Delaware corporation,
as a Pledgor
By: /s/
-----------------------------------------
Name:
Title:
10
XXXXX ASSOCIATES, INC., a Delaware
corporation, as a Pledgor
By: /s/
-----------------------------------------
Name:
Title:
Accepted and Agreed to as of the date first
above written:
FOOTHILL CAPITAL CORPORATION,
a California corporation, as Lender
By: /s/
-----------------------------------------
Name:
Title:
11
ACKNOWLEDGEMENT AND CONSENT
The undersigned hereby acknowledge receipt of a copy of the
foregoing Pledge Agreement and agree to be bound thereby and to comply with the
terms thereof insofar as such terms are applicable to it. The undersigned agree
to notify Lender promptly in writing of the occurrence any of the events
described in Section 5(a) of the Pledge Agreement. The undersigned further agree
that the terms of Section 9 of the Pledge Agreement shall apply to them, mutatis
mutandis, with respect to all actions that may be required of it under or
pursuant to or arising out of Section 9 of the Pledge Agreement.
FINANCIAL RESEARCH, INC., a
Pennsylvania corporation
By: /s/
--------------------
Title:
INPHOTO SURVEILLANCE, INC an
Illinois corporation
By: /s/
--------------------
Title:
KROLL CRISIS MANAGEMENT GROUP,
INC., a Virginia corporation
By: /s/
--------------------
Title:
KROLL INFORMATION SERVICES, INC., a
Delaware corporation
By: /s/
--------------------
Title:
KROLL SCHIFF ASSOCIATES, INC., a
Texas corporation
By: /s/
--------------------
Title:
KROLL XXXXXXXXX XXXX CO., a
Canadian corporation
By: /s/
--------------------
Title:
12
KROLL BACKGROUND OF AMERICA, INC.,
a Tennessee corporation
By: /s/
--------------------
Title:
CORPLEX, INC., a New York
corporation
By: /s/
--------------------
Title:
KROLL XXXXXXXXX XXXX, INC., a Texas
corporation
By: /s/
--------------------
Title:
KROLL ASSOCIATES UK LIMITED, a
United Kingdom corporation
By: /s/
--------------------
Title:
XXXXX ASSOCIATES, INC., a Delaware
corporation, as a Borrower
By: /s/
--------------------
Title:
KROLL XXXXXXX XXXXXXXX UK LIMITED,
a United Kingdom corporation
By: /s/
--------------------
Title:
KROLL LABORATORY SPECIALISTS, INC.,
a Louisiana corporation
By: /s/
--------------------
Title:
13
