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EXHIBIT 4.3
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PLEDGE AGREEMENT
Dated as of September 30, 1997
between
PHYSICIANS CLINICAL LABORATORY, INC.
and
FIRST TRUST NATIONAL ASSOCIATION,
as the Trustee
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TABLE OF CONTENTS
Page
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Section 1. Definitions and Interpretation...............................- 1 -
1.01 Certain Defined Terms........................................- 1 -
Section 2. Collateral...................................................- 2 -
2.01 Grant........................................................- 2 -
2.02 Perfection...................................................- 3 -
2.03 Preservation and Protection of Security
Interests....................................................- 3 -
2.04 Attorney-in-Fact.............................................- 4 -
2.05 Special Provisions Relating to Stock Collateral..............- 5 -
2.06 Rights and Obligations.......................................- 5 -
2.07 Termination..................................................- 6 -
Section 3. Representations and Warranties...............................- 6 -
3.01 Title........................................................- 6 -
3.02 Pledged Stock................................................- 6 -
Section 4. Covenants....................................................- 7 -
4.01 Books and Records............................................- 7 -
4.02 Removals, Etc................................................- 7 -
4.03 Sales and Other Liens........................................- 7 -
4.04 Stock Collateral.............................................- 7 -
4.05 Further Assurances...........................................- 7 -
Section 5. Remedies.....................................................- 8 -
5.01 Events of Default, Etc.......................................- 8 -
5.02 Deficiency...................................................- 9 -
5.03 Private Sale.................................................- 9 -
5.04 Application of Proceeds.....................................- 10 -
Section 6. Miscellaneous...............................................- 10 -
6.01 Waiver......................................................- 10 -
6.02 Notices.....................................................- 10 -
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6.03 Expenses, Etc...............................................- 11 -
6.04 Amendments, Etc.............................................- 11 -
6.05 Successors and Assigns......................................- 11 -
6.06 Survival....................................................- 12 -
6.07 Agreements Superseded.......................................- 12 -
6.08 Severability................................................- 12 -
7.10 Captions....................................................- 12 -
7.11 Counterparts................................................- 12 -
7.12 GOVERNING LAW...............................................- 12 -
ANNEX 1 - PLEDGED STOCK
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PLEDGE AGREEMENT
This PLEDGE AGREEMENT (this "Agreement") dated as of September 30,
1997 is made between Physicians Clinical Laboratory, Inc. (the "Obligor") and
First Trust National Association, (the "Trustee").
R E C I T A L S
A. Concurrently with the execution hereof, the Obligor is entering
into that certain Indenture, dated the date hereof (the "Indenture"), with the
Trustee.
B. The Indenture provides for the issuance by the Obligor of its
Senior Secured Notes Due 2004, in an aggregate principal amount of $55,000,000
on the date hereof. Any Person that holds any of the Senior Notes now or
hereafter shall be referred to herein as a "Noteholder".
C. To induce the Trustee to enter into the Indenture and the other
documents related thereto, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Obligor has agreed
to pledge and grant a security interest in the Collateral (as hereinafter
defined) as security for the Secured Obligations (as hereinafter defined).
A G R E E M E N T
Now therefore, in consideration of the above recitals and other
consideration and the mutual covenants hereinafter set forth, the parties hereto
agree as follows:
Section 1. Definitions and Interpretation.
1.01 Certain Defined Terms. Unless otherwise defined, all
capitalized terms used in this Agreement that are defined in the Indenture
(including those terms incorporated by
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reference) shall have the respective meanings assigned to them in the Indenture
and shall be interpreted in accordance with Sections 1.3 and 1.4 of the
Indenture. In addition, the following terms shall have the following meanings
under this Agreement:
"Collateral" shall have the meaning assigned to that term in Section
2.01.
"Equity Rights" shall mean, with respect to any Person, any
outstanding subscriptions, options, warrants, commitments, preemptive rights or
agreements of any kind (including any stockholders' or voting trust agreements)
for the issuance, sale, registration or voting of, or the outstanding securities
convertible into, any additional shares of capital stock of any class, or
partnership or other ownership interests of any type in, such Person.
"Issuers" shall mean, collectively, each Subsidiary, directly or
indirectly, of the Obligor that is the issuer (as defined in the Uniform
Commercial Code) of any shares of capital stock now owned or hereafter acquired
by the Obligor, including the respective corporations identified in Annex 1
under the caption "Issuer."
"Pledged Stock" shall have the meaning assigned to that term in
Section 2.01(a).
"Secured Obligations" shall mean (a) any and all Indenture
Obligations and (b) any and all obligations of the Obligor for the performance
of its agreements, covenants and undertakings under or in respect of the
Documents.
"Signing Date" shall mean the date first written above.
"Stock Collateral" shall have the meaning assigned to that term in
Section 2.01(a).
"Uniform Commercial Code" shall mean the Uniform Commercial Code as
in effect in the State of California from time
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to time or, by reason of mandatory application, any other applicable
jurisdiction.
Section 2. Collateral.
2.01 Grant. As collateral security for the prompt payment in full
when due (whether at stated maturity, by acceleration or otherwise) and
performance of the Secured Obligations, the Obligor hereby pledges and grants to
the Trustee, for the benefit of the Trustee and the Noteholders, a security
interest in all of the Obligor's right, title and interest in and to the
following property, whether now owned or hereafter acquired by the Obligor and
whether now existing or hereafter coming into existence (collectively, the
"Collateral"):
(a) (i) all of the shares of capital stock of the Issuers
represented by the respective certificates identified in Annex 1 and all other
shares of capital stock of whatever class of the Issuers, now owned or hereafter
acquired by the Obligor, together with in each case the certificates
representing the same (collectively, the "Pledged Stock");
(ii) all shares, securities, moneys or property representing a
dividend on, or a distribution or return of capital in respect of any of the
Pledged Stock, resulting from a split-up, revision, reclassification or other
like change of any of the Pledged Stock or otherwise received in exchange for
any of the Pledged Stock and all Equity Rights issued to the holders of, or
otherwise in respect of, any of the Pledged Stock; and
(iii) without affecting the obligations of the Obligor under
any provision prohibiting such action under any Document, in the event of any
consolidation or merger in which any Issuer is not the surviving corporation,
all shares of each class of the capital stock of the successor corporation
(unless such successor corporation is the Company itself) formed by or resulting
from such consolidation or merger (collectively, and together with the property
described in clauses (i) and (ii) above, the "Stock Collateral");
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(b) to the extent related to all or any part of the other
Collateral, all books, correspondence, credit files, records, invoices, tapes,
cards, computer runs and other papers and documents in the possession or under
the control of the Obligor or any computer bureau or service company from time
to time acting for the Obligor; and
(c) all proceeds and products in whatever form of all or any part of
the other Collateral.
2.02 Perfection. Concurrently with the execution and delivery of
this Agreement, the Obligor shall (i) deliver to the Trustee all certificates
identified in Annex 1, accompanied by undated stock powers duly executed in
blank and (ii) take all such other actions as shall be necessary or as the
Trustee may request to perfect and establish the priority (subject only to Liens
permitted under Section 4.12 of the Indenture) of the Liens granted by this
Agreement.
2.03 Preservation and Protection of Security Interests. The Obligor
shall:
(a) upon the acquisition after the Signing Date by the Obligor of
any Stock Collateral, promptly either (x) transfer and deliver to the Trustee
all such Stock Collateral (together with the certificates representing such
Stock Collateral securities duly endorsed in blank or accompanied by undated
stock powers duly executed in blank) or (y) take such other action as the
Trustee shall deem reasonably necessary or appropriate to perfect, and establish
the priority of, the Liens granted by this Agreement in such Stock Collateral;
and
(b) give, execute, deliver, file or record any and all financing
statements, notices, contracts, agreements or other instruments, obtain any and
all approvals required by any governmental agencies and take any and all steps
that may be necessary or as the Trustee may request to create, perfect,
establish the priority (subject only to Liens permitted under Section 4.12 of
the Indenture) of, or to preserve the validity, perfection or priority (subject
only to such permitted Liens) of, the Liens granted by this Agreement or to
enable the Trustee to
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exercise and enforce its rights, remedies, powers and privileges under this
Agreement with respect to such Liens, including causing any or all of the Stock
Collateral to be transferred of record into the name of the Trustee or its
nominee (and the Trustee agrees that if any Stock Collateral is transferred into
its name or the name of its nominee, the Trustee will thereafter promptly give
to the Obligor copies of any notices and communications received by it with
respect to the Stock Collateral pledged by the Obligor).
2.04 Attorney-in-Fact. Subject to the rights of the Obligor under
Section 2.05, the Trustee is hereby appointed the attorney-in-fact of the
Obligor for the purpose of carrying out the provisions of this Agreement and
taking any action and executing any instruments which the Trustee may deem
necessary or advisable to accomplish the purposes of this Agreement, to preserve
the validity, perfection and priority (subject only to Liens permitted under
Section 4.12 of the Indenture) of the Liens granted by this Agreement and,
following any Default, to exercise its rights, remedies, powers and privileges
under this Agreement. This appointment as attorney-in-fact is irrevocable and
coupled with an interest. Without limiting the generality of the foregoing, the
Trustee shall be entitled under this Agreement, upon the occurrence and
continuation of any Event of Default, (i) to ask, demand, collect, ▇▇▇ for,
recover, receive and give receipt and discharge for amounts due and to become
due under and in respect of all or any part of the Collateral; (ii) to receive,
endorse and collect any drafts, instruments, documents and chattel paper in
connection with clause (i) above; (iii) to file any claims or take any action or
proceeding that the Trustee may deem necessary or advisable for the collection
of all or any part of the Collateral; and (iv) to execute, in connection with
any sale or disposition of the collateral under Section 5, any endorsements,
assignments, bills of sale or other instruments of conveyance or transfer with
respect to all or any part of the Collateral.
2.05 Special Provisions Relating to Stock Collateral.
(a) So long as no Event of Default shall have occurred and be
continuing, the Obligor shall have the right to exercise
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all voting, consensual and other powers of ownership pertaining to the Stock
Collateral for all purposes not inconsistent with the terms of any Document,
provided that the Obligor agrees that it will not vote the Stock Collateral in
any manner that is inconsistent with the terms of any Document; and the Trustee
shall, at the Obligor's expense, execute and deliver to the Obligor or cause to
be executed and delivered to the Obligor all such proxies, powers of attorney,
dividend and other orders and other instruments, without recourse, as the
Obligor may reasonably request for the purpose of enabling the Obligor to
exercise the rights and powers which it is entitled to exercise pursuant to this
Section 2.05(a).
(b) So long as no Event of Default shall have occurred and be
continuing, the Obligor shall be entitled to receive and retain any dividends on
the Stock Collateral paid in cash out of earned surplus.
(c) If any Event of Default shall have occurred and be continuing,
and whether or not the Trustee or any Noteholder exercises any available right
to declare any Secured Obligation due and payable or seeks or pursues any other
right, remedy, power or privilege available to it under applicable law, this
Agreement or any other Document, all dividends and other distributions on the
Stock Collateral shall be paid directly to the Trustee and retained by it as
part of the Stock Collateral, subject to the terms of this Agreement, and, if
the Trustee shall so request, the Obligor agrees to execute and deliver to the
Trustee appropriate additional dividend, distribution and other orders and
instruments to that end, provided that if such Event of Default is cured, any
such dividend or distribution paid to the Trustee prior to such cure shall, upon
request of the Obligor (except to the extent applied to the Secured
Obligations), be returned by the Trustee to the Obligor.
2.06 Rights and Obligations.
(a) No reference in this Agreement to proceeds or to the sale or
other disposition of Collateral shall authorize the Obligor to sell or otherwise
dispose of any Collateral except to
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the extent otherwise expressly permitted by the terms of any Document.
(b) Neither the Trustee nor any Noteholder shall be required to take
steps necessary to preserve any rights against prior parties to any part of the
Collateral.
2.07 Termination. When all Secured Obligations shall have been paid
in full, this Agreement shall terminate, and the Trustee shall forthwith cause
to be assigned, transferred and delivered, against receipt but without any
recourse, warranty or representation whatsoever, any remaining Collateral and
money received in respect of the Collateral (together with the certificates
representing the Stock Collateral and any accompanying undated stock powers), to
or on the order of the Obligor.
Section 3. Representations and Warranties. As of the Signing Date,
the Obligor represents and warrants to the Noteholders and the Trustee as
follows:
3.01 Title. The Obligor is the sole beneficial owner of the
Collateral in which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ pursuant to this Agreement, and
such Collateral is free and clear of all Liens (and, with respect to the Stock
Collateral, of any Equity Right in favor of any other Person), except for the
Liens granted under the Indenture and any other Liens permitted under Section
4.12 of the Indenture. The Liens granted by this Agreement in favor of the
Trustee for the benefit of the Trustee and the Noteholders have attached and
constitute a perfected security interest in all of such Collateral prior to all
other Liens (except such permitted Liens).
3.02 Pledged Stock.
(a) The Pledged Stock evidenced by the certificates identified in
Annex 1 is duly authorized, validly existing, fully paid and nonassessable, and
none of such Pledged Stock is subject to any contractual restriction, or any
restriction under the charter or by-laws of the respective Issuer of such
Pledged
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Stock, upon the transfer of such Pledged Stock (except for any such restriction
contained in any Document).
(b) The Pledged Stock evidenced by the certificates identified in
Annex 1 constitutes all of the issued and outstanding shares of capital stock of
any class of the Issuers beneficially owned by the Obligor on the Signing Date
(whether or not registered in the name of the Obligor), and Annex 1 correctly
identifies, as at the Signing Date, the respective Issuers of such Pledged
Stock, the respective class and par value of the shares comprising such Pledged
Stock and the respective number (and registered owners) of the shares evidenced
by each such certificate.
Section 4. Covenants.
4.01 Books and Records. The Obligor shall:
(a) keep full and accurate books and records relating to the
Collateral and stamp or otherwise ▇▇▇▇ such books and records in such manner as
the Trustee may reasonably require in order to reflect the Liens granted by this
Agreement; and
(b) permit representatives of the Trustee, upon reasonable notice,
at any time during normal business hours to inspect and make abstracts from its
books and records pertaining to the Collateral, permit representatives of the
Trustee to be present at the Obligor's place of business to receive copies of
all communications and remittances relating to the Collateral and forward copies
of any notices or communications received by the Obligor with respect to the
Collateral, all in such manner as the Trustee may reasonably request.
4.02 Removals, Etc. Without at least 30 days' prior written notice
to the Trustee, the Obligor shall not (i) maintain any of its books and records
with respect to the Collateral at any office or maintain its principal place of
business at any place, other than at the address initially indicated for notices
to it under Section 6 or (ii) change its corporate name, or the name under which
it does business, from the name shown on the signature pages to this Agreement.
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4.03 Sales and Other Liens. Except as otherwise permitted under
Section 4.10 or 4.12 of the Indenture, without the prior written consent of the
Trustee, the Obligor shall not dispose of any Collateral, create, incur, assume
or suffer to exist any Lien upon any Collateral or file or suffer to be on file
or authorize to be filed, in any jurisdiction, any financing statement or like
instrument with respect to all or any part of the Collateral in which the
Trustee is not named as the sole secured party for the benefit of the
Noteholders.
4.04 Stock Collateral. The Obligor will cause the Stock Collateral
to constitute at all times 100% of the total number of shares of each class of
capital stock of each Issuer then outstanding. The Obligor shall cause all such
shares to be duly authorized, validly issued, fully paid and nonassessable and
to be free of any contractual restriction or any restriction under the charter
or bylaws of the respective Issuer of such Stock Collateral, upon the transfer
of such Stock Collateral (except for any such restriction contained in any
Document).
4.05 Further Assurances. The Obligor agrees that, from time to time
upon the written request of the Trustee, the Obligor will execute and deliver
such further documents and do such other acts and things as the Trustee may
reasonably request in order fully to effect the purposes of this Agreement.
Section 5. Remedies.
5.01 Events of Default, Etc. If any Event of Default shall have
occurred and be continuing:
(a) The Trustee in its discretion may, in its name or in the name of
the Obligor or otherwise, demand, ▇▇▇ for, collect or receive any money or
property at any time payable or receivable on account of or in exchange for all
or any part of the Collateral, but shall be under no obligation to do so;
(b) the Trustee in its discretion may, upon ten business days' prior
written notice to the Obligor of the time and place, with respect to all or any
part of the Collateral
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which shall then be or shall thereafter come into the possession, custody or
control of the Trustee, the Noteholders or any of their respective agents, sell,
lease or otherwise dispose of all or any part of such Collateral, at such place
or places as the Trustee deems best, for cash, for credit or for future delivery
(without thereby assuming any credit risk) and at public or private sale,
without demand of performance or notice of intention to effect any such
disposition or of time or place of any such sale (except such notice as is
required above or by applicable statute and cannot be waived), and the Trustee
or any Noteholder or any other Person may be the purchaser, lessee or recipient
of any or all of the Collateral so disposed of at any public sale (or, to the
extent permitted by law, at any private sale) and thereafter hold the same
absolutely, free from any claim or right of whatsoever kind, including any right
or equity of redemption (statutory or otherwise), of the Obligor, any such
demand, notice and right or equity being hereby expressly waived and released.
The Trustee may, without notice or publication, adjourn any public or private
sale or cause the same to be adjourned from time to time by announcement at the
time and place fixed for the sale, and such sale may be made at any time or
place to which the sale may be so adjourned; and
(c) the Trustee shall have, and in its discretion may exercise, all
of the rights, remedies, powers and privileges with respect to the Collateral of
a secured party under the Uniform Commercial Code (whether or not the Uniform
Commercial Code is in effect in the jurisdiction where such rights, remedies,
powers and privileges are asserted) and such additional rights, remedies, powers
and privileges to which a secured party is entitled under the laws in effect in
any jurisdiction where any rights, remedies, powers and privileges in respect of
this Agreement or the Collateral may be asserted, including the right, to the
maximum extent permitted by law, to exercise all voting, consensual and other
powers of ownership pertaining to the Collateral as if the Trustee were the sole
and absolute owner of the Collateral (and the Obligor agrees to take all such
action as may be appropriate to give effect to such right).
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The proceeds of, and other realization upon, the Collateral by virtue of the
exercise of remedies under this Section 5.01 shall be applied in accordance with
Section 5.04.
5.02 Deficiency. If the proceeds of, or other realization upon, the
Collateral by virtue of the exercise of remedies under Section 5.01 are
insufficient to cover the costs and expenses of such exercise and the payment in
full of the other Secured Obligations, the Obligor shall remain liable for any
deficiency.
5.03 Private Sale.
(a) The Trustee and the Noteholders shall incur no liability as a
result of the sale, lease or other disposition of all or any part of the
Collateral at any private sale pursuant to Section 5.01 conducted in a
commercially reasonable manner. The Obligor hereby waives any claims against the
Trustee or any Noteholder arising by reason of the fact that the price at which
the Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale or was less than the aggregate
amount of the Secured Obligations, even if the Trustee accepts the first offer
received and does not offer the Collateral to more than one offeree.
(b) The Obligor recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933 and applicable state securities laws,
the Trustee may be compelled, with respect to any sale of all or any part of the
Collateral, to limit purchasers to those who will agree, among other things, to
acquire the Collateral for their own account, for investment and not with a view
to distribution or resale. The Obligor acknowledges that any such private sales
may be at prices and on terms less favorable to the Trustee than those
obtainable through a public sale without such restrictions, and, notwithstanding
such circumstances, agrees that any such private sale shall be deemed to have
been made in a commercially reasonable manner and that the Trustee shall have no
obligation to engage in public sales and no obligation to delay the sale of any
Collateral for the period of time necessary to permit the respective Issuer of
such Collateral to register it for public sale.
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5.04 Application of Proceeds. Except as otherwise expressly provided
in this Agreement and except as provided below in this Section 5.04, the
proceeds of, or other realization upon, all or any part of the Collateral by
virtue of the exercise of remedies under Section 5.01, and any other cash at the
time held by the Trustee under this Section 5, shall be applied by the Trustee:
First, to the payment of the costs and expenses of such exercise of
remedies, including reasonable out-of-pocket costs and expenses of the Trustee,
the reasonable fees and expenses of its agents and counsel and all other
expenses incurred and advances made by the Trustee in that connection;
Next, to the payment in full of the remaining Secured Obligations
equally and ratably in accordance with their respective amounts then due and
owing or as the Noteholders holding the same may otherwise agree, all in
accordance with the terms of the Indenture; and
Finally, to the payment to the Obligor, or its respective successors
or assigns, or as a court of competent jurisdiction may direct, of any surplus
then remaining.
As used in this Section 5, "proceeds" of Collateral shall mean cash,
securities and other property realized in respect of, and distributions in kind
of, Collateral, including any property received under any bankruptcy,
reorganization or other similar proceeding as to the Obligor or any issuer of,
or account debtor or other obligor on, any of the Collateral.
Section 6. Miscellaneous.
6.01 Waiver. No failure on the part of the Trustee to exercise and
no delay in exercising, and no course of dealing with respect to, any right,
remedy, power or privilege under this Agreement shall operate as a waiver of
such right, remedy, power or privilege, nor shall any single or partial exercise
of any right, remedy, power or privilege under this Agreement preclude any other
or further exercise of any such right, remedy, power or privilege or the
exercise of any other right, remedy, power or
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privilege. The rights, remedies, powers and privileges provided in this
Agreement are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.
6.02 Notices. All notices and communications to be given under this
Agreement shall be given or made in writing to the intended recipient at the
address specified below or, as to any party, at such other address as shall be
designated by such party in a notice to each other party. Except as otherwise
provided in this Agreement, all such communications shall be deemed to have been
duly given when transmitted by telex or facsimile delivered to the telegraph or
cable office or personally delivered or, in the case of a mailed notice, upon
receipt, in each case, given or addressed as provided in this Section 6.02:
To the Obligor: Physicians Clinical
Laboratory, Inc.
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
To the Trustee: First Trust National Association
First Trust Center
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
6.03 Expenses, Etc. The Obligor agrees to pay or to reimburse the
Trustee for all costs and expenses (including reasonable attorney's fees and
expenses) that may be incurred by the Trustee in any effort to enforce any of
the provisions of Section 5 or any of the obligations of the Obligor in respect
of the Collateral or in connection with (a) the preservation of the Lien of, or
the rights of the Trustee and the Noteholders under, this Agreement or (b) any
actual or attempted sale, lease, disposition, exchange, collection, compromise,
settlement or
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other realization in respect of, or care of, the Collateral, including all such
costs and expenses (and reasonable attorney's fees and expenses) incurred in any
bankruptcy, reorganization, workout or other similar proceeding.
6.04 Amendments, Etc. Any provision of this Agreement may be
modified, supplemented or waived only by an instrument in writing duly executed
by the Obligor and the Trustee. Any such modification, supplement or waiver
shall be for such period and subject to such conditions as shall be specified in
the instrument effecting the same and shall be binding upon the Trustee, each
holder of any of the Secured Obligations and the Obligor, and any such waiver
shall be effective only in the specific instance and for the purposes for which
given.
6.05 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the Obligor, the Trustee, the Noteholders and each
holder of any of the Secured Obligations and their respective successors and
permitted assigns. The Obligor shall not assign or transfer its rights under
this Agreement without the prior written consent of the Trustee.
6.06 Survival. All representations and warranties made in this
Agreement or in any certificate or other document delivered pursuant to or in
connection with this Agreement shall survive the execution and delivery of this
Agreement or such certificate or other document (as the case may be) or any
deemed repetition of any such representation or warranty.
6.07 Agreements Superseded. This Agreement supersedes all prior
agreements and understandings, written or oral, among the parties with respect
to the subject matter of this Agreement.
6.08 Severability. Any provision of this Agreement that 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 of this Agreement, and any such
prohibition
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or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
7.10 Captions. The table of contents and captions and section
headings appearing in this Agreement are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.
7.11 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties to this Agreement may execute this Agreement
by signing any such counterpart.
7.12 GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
PHYSICIANS CLINICAL LABORATORY, INC.
By:_____________________________________
Name: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer
FIRST TRUST NATIONAL ASSOCIATION
By:_____________________________________
Name:
Title:
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ANNEX 1
PLEDGED STOCK
Certificate Registered
Issuer Nos. Owner Number of Shares
------ ----------- ---------- ----------------
Bio-Cypher
Funding Corp. _______ _______ ________ shares of
common stock, $.01
par value per
share
Annex 1 to Pledge Agreement
