EXHIBIT 10.19
SECURITY AGREEMENT
THIS SECURITY AGREEMENT made as of the 31st day of August, 1998, by and
between Semele Group Inc., a Delaware corporation (the "Pledgor"), and Equis
Financial Group Limited Partnership, a Massachusetts limited partnership (the
"Secured Party"),
W I T N E S S E T H:
WHEREAS, pursuant to an Agreement for Purchase and Sale of Stock dated
as of the date hereof (the "Purchase Agreement"), the Pledgor has purchased from
the Secured Party 100 shares of the Common Stock, $.01 par value (the "Stock"),
of Ariston Corporation, a Delaware corporation (the "Company"), which are all
the shares of capital stock of the Company issued and outstanding;
WHEREAS, the Pledgor has paid for such shares by a $2,000,000 cash
payment to the Secured Party and delivery of the Pledgor's promissory note
payable to the Secured Party in the principal amount of $10,450,000 (the
"Note"); and
WHEREAS, the Pledgor has agreed to secure his commitments under the
Note by a pledge of the Stock now owned by the Pledgor;
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement, and other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Pledge.
In consideration of the acceptance by the Secured Party of the
Note and the undertakings of the Pledgor in this Agreement, the Pledgor hereby
grants a security interest to the Secured Party in the Stock (together with any
other securities or other property at any time pledged hereunder pursuant to the
terms hereof, the "Pledged Stock"). The Pledged Stock is represented by
Certificate No. 1, which certificate, accompanied by a separate stock power duly
endorsed in blank by the Pledgor, is herewith delivered to the Secured Party, to
be held on the terms and conditions contained herein. The Pledgor hereby
appoints the Secured Party as its attorney in fact to cause the transfer of the
Pledged Stock on the books of the Company to the Secured Party or his designee
upon the occurrence of an "Event of Default," as such term is defined in the
Note. The Secured Party shall hold the Pledged Stock as security for the
purposes described herein and shall not encumber or dispose of such property
except in accordance with the provisions of this Agreement.
2. Stock Dividend or Stock Split; Liquidation, Recapitalization,
Merger, etc.
Any additional shares of capital stock paid upon or
distributed with respect to any of the Pledged Stock in the event of any stock
dividend or stock split declared by the Company or any issuer thereof and any
sums paid upon or with
respect to any of the Pledged Stock upon the merger, consolidation, liquidation,
recapitalization, dissolution or reorganization of the Company or any other
issuer thereof shall be paid over to the Secured Party to be held by him as
security for the Note; and in case any distribution of capital shall be made
upon or with respect to any of the Pledged Stock or any property shall be
distributed upon or with respect to any of the Pledged Stock pursuant to the
recapitalization or reclassification of the capital of the issuer thereof or
pursuant to the reorganization, merger or consolidation thereof, the property so
distributed shall be delivered to the Secured Party to be held by him as
security for the Note. All securities, sums of money and other property paid or
distributed in respect of the Pledged Stock upon any such stock dividend, stock
split, merger, consolidation, liquidation, dissolution, reorganization,
recapitalization or reclassification which are received by the Pledgor shall,
until paid or delivered to the Secured Party, be held in trust for the Secured
Party as security for the Note.
3. Warranty of Title.
The Pledgor warrants that he has good and marketable title to
the Pledged Stock pledged hereunder on the date hereof, subject to no pledge,
lien, security interest, charge, option, restriction or other encumbrance, and
that it has power, authority and legal right to pledge such Pledged Stock
pursuant to this Agreement. The Pledgor covenants that it will defend the
Secured Party's rights and security interest in such Pledged Stock against the
claims and demands of all persons whomsoever; and the Pledgor covenants that it
will have the like title to and right to pledge all other property hereafter
pledged with the Secured Party hereunder and will likewise defend the Secured
Party's rights and security interest therein.
4. Dividends and Voting Rights.
Unless and until an Event of Default shall have occurred and
be continuing, the Pledgor shall be entitled to receive all cash dividends paid
in respect of the Pledged Stock and to vote the Pledged Stock and to give
consents, waivers and ratifications in respect of the Pledged Stock; provided,
however, that no vote shall be cast, or consent, waiver or ratification given or
action taken which would be inconsistent with or violate any provisions of this
Agreement or the Note. All such rights of the Pledgor to receive any cash
dividends shall cease in case an Event of Default shall have occurred and be
continuing, and in that case cash dividends shall be paid over by the Pledgor to
the Secured Party to be applied by it to the satisfaction of the Note, and all
cash dividends received by the Pledgor shall, until so paid to the Secured
Party, be held in trust for the Secured Party as security for the Note. All such
rights of the Pledgor to vote and give consents, waivers and ratifications with
respect to the Pledged Stock shall, at the Secured Party's option as evidenced
by the Secured Party's notifying the Pledgor of such election, cease in case an
Event of Default shall have occurred and be continuing, and in that case the
Secured Party shall have all such rights.
5. Discharge of Obligations.
Upon payment and performance in full of all obligations to be
performed by the Pledgor under the Note, the Secured Party shall transfer to the
Pledgor all of the Pledged Stock and all rights received by the Secured Party as
a result of the pledge contained herein.
6. Default.
Upon the occurrence of an Event of Default, the Secured Party
shall have the rights and remedies provided in the Uniform Commercial Code of
Massachusetts, and in that connection the Secured Party may, upon 5 days' notice
to the Pledgor sent by registered mail and without liability for any diminution
in price which may have occurred, sell all of the Pledged Stock in such manner
and for such price as the Secured Party may determine. It is agreed by the
Pledgor that such notice is reasonable. At any public sale, the Secured Party
shall be free to purchase all or any part of the Pledged Stock. Out of the
proceeds of any sale, the Secured Party may retain an amount equal to the
principal and interest then due under the Note, plus the amount of the expenses
of sale, including legal costs and reasonable attorneys' fees, and shall pay any
balance of such proceeds to the Pledgor.
7. Binding Effect.
This Agreement shall be binding upon and inure to the benefit
of the Pledgor and the Secured Party and their successors and assigns; provided,
however, that neither party may assign this Agreement without the consent of the
other.
8. Other Provisions.
(a) Waivers; Rights and Remedies. No delay or omission on the
part of the Secured Party in exercising any right or remedy shall operate as a
waiver thereof or of any other right or remedy. No waiver by the Secured Party
shall be effective unless made in writing, and a waiver on any one occasion
shall not be construed as a bar to or waiver of any right or remedy on any
future occasion. All the Secured Party's rights and remedies shall be cumulative
and may be exercised singularly or concurrently, and nothing herein shall be
deemed to limit in any way any rights the Secured Party might otherwise have
under any other instrument or by law, including, without limiting the generality
thereof, the right to negotiate any note or other instrument together with any
collateral specifically described herein.
(b) Entire Agreement; Amendment. This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof
and may be amended only by an instrument in writing referring to this Agreement
executed by the Pledgor and the Secured Party.
(c) Governing Law. This Agreement shall be governed by and
construed and interpreted according to the laws of the Commonwealth of
Massachusetts.
(d) Notices. All notices required or permitted hereunder shall
be in writing and shall be deemed to have been duly given if delivered in hand
or deposited in the United States mail, postage prepaid, or with Federal Express
or comparable overnight delivery service, addressed as follows:
(i) if to the Pledgor:
Semele Group Inc.
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: President
(ii) if to the Secured Party:
Equis Financial Group Limited Partnership
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Chief Executive Officer
or to such other address as a party shall designate by notice to the other.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
SEMELE GROUP INC.
By:
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Xxxxx X. Xxxxx
Title: President
EQUIS FINANCIAL GROUP LIMITED
PARTNERSHIP
By: Equis Corporation, its general partner
By:
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Xxxx X. Xxxxx
Title: President
