EXHIBIT 10.6
PLEDGE AGREEMENT
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This Pledge Agreement (the "Agreement") dated this 12 day of March,
1997 by IntraTel Acquisition Company, Inc., a Delaware corporation
hereinafter referred to as the "Pledgor"), in favor of Xxxxx Xxxxxxxxxx and
Xxxxx Xxxxxx (collectively referred to hereinafter as the "Pledgee").
WHEREAS, as of even date herewith, the parties have entered into that
certain Stock Purchase Agreement (the "Stock Purchase Agreement"), whereby
Pledgee has agreed to sell a total of 365,694 shares of common stock of
Intelicom Corporation to the Pledgor in exchange for cash, two promissory
notes in the face amount of $550,000 each (the "Promissory Notes") and
certain other contingent consideration;
WHEREAS, pursuant to the Stock Purchase Agreement, Pledgor has agreed
to grant to Pledgee a perfected first priority security interest in the
Collateral described herein; and
WHEREAS, the parties hereto desire to set forth herein the terms and
conditions of their understandings and agreements
NOW, THEREFORE, in consideration of the premises and the agreements
herein, the Pledgor and Pledgee agree as follows:
1. THE PLEDGE. Pledgor, for valuable consideration and in order to
secure the performance of Pledgor's obligations under the Promissory Notes
of even date as well as Pledgor's obligations under that certain Stock
Purchase Agreement between Pledgor and Pledgee of even date (but not the
Contingent Consideration under such Stock Purchase Agreement) (the
"Obligations"), does hereby pledge, transfer and deliver to Pledgee, and
does hereby grant Pledgee a perfected first priority lien and security
interest (the "Security Interest") in 365,694 shares of common stock of
Intelicom Corporation, an SEC-registered Delaware corporation with
principal offices located at 00000 X.X. Xxxxxxx 00 Xxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxx, 00000 ("Intelicom"), represented by Certificate Nos.
___ and ___ (the "Shares"), as well as any and all distributions with
respect to the Shares and any proceeds, increases, substitutions,
replacements, additions, and accessions thereof and thereto (together, with
the Shares, the "Collateral"). The Shares, when delivered to Pledgee by
Pledgor pursuant hereto, shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer
or assignment in blank. Pledgor agrees (a) that Pledgor will not sell,
assign, pledge, give, transfer or otherwise dispose of the Collateral or
any interest therein, or make any offer of attempt to do any of the
foregoing; and (b) that Pledgee and any transfer agent for the Shares shall
not be required to give effect to any purported transfer of any of the
Shares except in compliance with the foregoing restrictions. Pledgor has
not offered or sold any portion of the Shares and has no present intention
of dividing such Shares with others or of reselling or otherwise disposing
of any portion of such Shares.
2. VOTING AGREEMENT WITH RESPECT TO SHARES. Pledgor hereby agrees
that until the Obligations are satisfied in full and subject to Pledgee's
written acknowledgment of same (which period shall be referred to
hereinafter as the "Voting Term"), Pledgee shall have full power and
authority to vote the Shares in any manner as Pledgee, in its sole and
absolute discretion, chooses (without any duty whatsoever to Pledgor), and
Pledgor shall have no voting rights whatsoever with respect to the Shares.
A counterpart of this Agreement shall be deposited with Intelicom at its
principal offices and shall be subject to the same rights of examination of
any stockholder of Intelicom, in person or by agent or attorney, as are the
books and records of Intelicom. At all meetings of the stockholders of
Intelicom, or with regard to any action taken pursuant to consent, during
the Voting Term, the Shares held or owned by Pledgee shall be voted upon by
Pledgee in the manner designated by them. To the extent necessary for the
enforcement hereof, this Agreement shall be deemed to provide Pledgee an
irrevocable proxy for the Voting Term, which such proxy is expressly agreed
between the parties hereto coupled with an interest as contemplated by
applicable law. Any of the Shares subject to this Section 2 shall remain so
subject, regardless of any conveyance thereof to any party, during the
Voting Term, and any party proposing to transfer any of the Shares in a
transaction which is not permitted shall secure a written agreement from
the transferee that such party agrees to be bound by the teens of this
Section 2 in form and substance satisfactory to Pledgee. Pledgor shall not
permit the voting of the Shares in contravention of the terms hereof.
3. DEFAULT. The breach by Pledgor of any representation, warranty,
term, covenant or condition of this Agreement, the Promissory Notes, the
Stock Purchase Agreement or any other document comprising the "Purchase
Consideration" (as defined in the Stock Purchase Agreement) shall be a
default or event of default.
4. REMEDIES UPON EVENT OF DEFAULT. If Pledgor is at any time in
default under the Obligations, under this Agreement, or under any other
indebtedness or agreement with Pledgee, or if Pledgor becomes insolvent or
ceases doing business as a going concern, or if a receiver is appointed for
Pledgor or its property, or if a petition or answer asking for an
arrangement under the Bankruptcy Code (11 U.S.C. Section 101 ET. SEQ.) is
approved, then, in any such event, Pledgee may declare the unpaid balance
of the Promissory Notes to be due and payable forthwith. If any such event
occurs, Pledgee and any subsequent holder shall have all the rights and
remedies provided in this Agreement, in the Promissory Notes, in any other
document comprising the Purchase Consideration and in the Uniform
Commercial Code in force in the State of Florida at the date of this
Agreement and any other remedies available at law or equity. To the extent
permitted by law, any sale of Collateral by virtue of Pledgee's exercise of
any such rights and remedies may be public or private, at such place and on
such terms as Pledgee may deem best. Pledgor consents that Pledgee or the
holder may purchase at any public sale. The net proceeds of sale, after
deducting the expenses thereof, shall be applied to the payment of the
above mentioned Promissory Notes and all protest fees, damages, interest,
costs, expenses, attorneys' fees and charges incurred by Pledgee or the
holder in the collection of the Promissory Notes or incident to the
enforcement of payment of any of Pledgor's Obligations to Pledgee by any
action or participation in, or in connection
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with, a case or proceeding under any chapter of the Bankruptcy Code, or any
successor statute thereto. The surplus shall be applied to any other
indebtedness owing by Pledgor to Pledgee or the holder, and any balance
shall be payable to Pledgor. Pledgor will pay any deficiency forthwith.
5. TERMINATION OF SECURITY INTEREST; RELEASE OF SHARES. Upon the
performance in full of the Obligations, (a) the Security Interest shall
automatically terminate and all rights to the Shares shall revert to
Pledgor, and (b) Pledgee shall return the Shares to Pledgor. Upon any such
termination of the Security Interest or release of Shares, Pledgee will, at
Pledgor's expense, execute and deliver to Pledgor such documents as Pledgor
shall reasonably request to evidence the termination of the Security
Interest or the release of the Shares, as the case may be.
6. NOTICES. Any notice, request, instruction or other document to
be given hereunder shall be in writing and, except as otherwise provided
for herein, shall be delivered personally or sent by registered or
certified mail as follows:
If to Pledgee:
XXXXX X. XXXXXXXXXX
00000 X.X. 00 Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
and
XXXXX XXXXXX
00000 X.X. 00 Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
If to Pledgor:
INTRATEL ACQUISITION COMPANY, INC.
The Oaks
000 Xxxxx Xxxxx Xxxx
Xxxxxx, Xxxxxxx, 00000
ATTN: Xxxxxx X. Xxx XX, Chairman
or to any subsequent address as to which the other party is advised in
accordance with the foregoing.
7. WAIVERS. Waiver by Pledgee of any default by Pledgor under this
Agreement shall not constitute waiver of any other default, and no
provision hereof shall be waived except in writing by Pledgee.
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8. REPRESENTATIONS AND WARRANTIES. Pledgor represents and warrants
as follows:
a. Pledgor has the unconditional right, power and
authority to execute, pursue and complete this Agreement. The execution and
delivery of this Agreement and the completion of the transactions
contemplated hereby have been duly authorized by all required corporate
action, and this Agreement represents the legally valid and binding
obligation of Pledgor and is enforceable against Pledgor in accordance with
its terms.
b. Pledgor is not insolvent (as such term is described in
11 U.S.C. Section 101(32)), nor will the performance of its obligations
under this Agreement render Pledgor insolvent.
c. the Pledgor's chief place of business and chief
executive office, and the place where the Pledgor keeps its records
concerning the Collateral is The Oaks, 000 Xxxxx Xxxxx Xxxx, Xxxxxx,
Xxxxxxx, 00000.
d. the Pledgor owns the Collateral free and clear of any
lien, security interest or other charge or encumbrance except for the
security interest created by this Agreement, No effective financing
statement or other instrument similar in effect covering all or any part of
the Collateral is on file in any recording office except such as may have
been filed in favor of the Pledgee relating to this Agreement.
e. the exercise by the Pledgee of its rights and remedies
hereunder will not contravene any law or governmental regulation or any
contractual restriction binding on or affecting the Pledgor or any of its
properties and will not result in or require the creation of any lien,
security interest or other charge or encumbrance upon or with respect to
any of its properties.
f. no authorization or approval or other action by, and no
notice to or filing with, any governmental authority or other regulatory
body is required either for the grant by the Pledgor of the security
interest created hereby in the Collateral or for the exercise by Pledgee of
its rights and remedies hereunder.
9. MISCELLANEOUS.
(a) No amendment or waiver of any provision of this Agreement,
and no consent to any departure by the Pledgor therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Pledgee and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
(b) No failure on the part of the Pledgee to exercise, and no
delay in exercising, any right hereunder or under any other agreement
between the parties shall operate as a waiver thereof; nor shall any single
or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The Pledgee's rights
and remedies
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provided herein are cumulative and are in addition to, and not exclusive
of, any rights or remedies provided by law.
(c) Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or invalidity without
invalidating the remaining portions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.
(d) This Agreement shall be binding on the Pledgor and its
successors and permitted assigns and shall inure, together with all rights
and remedies of the Pledgee hereunder, to the benefit of the Pledgee and
its successors, transferees and assigns. None of the rights or obligations
of the Pledgor hereunder may be assigned or otherwise transferred without
the prior written consent of the Pledgee.
(e) This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, except as required by
mandatory provisions of law and except to the extent that the validity or
perfection of the security interest created hereby, or remedies hereunder,
in respect of the Collateral are governed by the laws of a jurisdiction
other than the State of Florida; provided, however, that the voting
agreement and irrevocable proxy contained in Section 2 hereof shall be
governed by and construed in accordance with the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, Pledgor and Pledgee have caused this Agreement to
be executed as of the date first above written.
INTRATEL ACQUISITION COMPANY, INC.
By: /s/ XXXXXX X. XXX
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Name: Xxxxxx X. Xxx XX
Title: Chairman of the Board
XXXXX X. XXXXXXXXXX
/s/ XXXXX X. XXXXXXXXXX
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Xxxxx X. Xxxxxxxxxx
XXXXX XXXXXX
/s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
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