Exhibit 10.1
PLEDGE AGREEMENT
This Pledge Agreement dated as of March 11, 1999 is between Medical
Diagnostics and Rehabilitation, LLC, a Delaware limited liability company
("Debtor"), MDI Rehab, Inc., a Massachusetts corporation ("MDI"), and Middlesex
MRI Center, Inc., a Massachusetts corporation (together with MDI, the "Secured
Parties"). Any capitalized terms used herein and not otherwise defined shall
have the meanings given to them in the Transfer Agreement (as defined herein).
WHEREAS, the Debtor has acquired certain partnership interests (the
"Partnership Interests") in MVA Rehabilitation Associates, a Massachusetts
general partnership (the "Partnership"), from the Secured Parties as set forth
in an Interest Transfer Agreement entered into of even date herewith (the
"Transfer Agreement") in exchange for the consideration set forth therein;
WHEREAS, the Debtor is required to make specified Deferred Payments (as
defined in the Transfer Agreement) as partial consideration for the Partnership
Interests pursuant to the Transfer Agreement (the "Obligations"); and
WHEREAS, the Debtor has agreed to provide additional security to the
Secured Parties to secure the Obligations.
NOW, THEREFORE, for $1.00 and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Pledge of Collateral. As security for the due and punctual performance
of the Obligations, the Debtor hereby assigns, pledges, and grants to the
Secured Parties and agrees that the Secured Parties shall have a security
interest in, the following collateral (the "Collateral"): (i) the Partnership
Interests and (ii) all of the Debtor's rights and interests in and to the
Partnership and any successor entity with respect to the Partnerships Interests
and all of the Debtor's rights and interests in and under the partnership
agreement of the Partnership, as it may be amended from time to time (the
"Partnership Agreement"), including without limitation the net profits and net
losses of the Partnership with respect to the Partnership Interests and any
distributions of any nature whatsoever by the Partnership and proceeds of any of
the above, all on the terms and conditions set forth in the Partnership
Agreement.
2. Release of Collateral. The Secured Parties shall release their security
interest hereunder and release all of
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their rights hereunder to the Collateral after the discharge in full of the
Obligations.
3. Rights of the Debtor. Until such time as a Default has occurred under
and as defined in the Transfer Agreement, Debtor shall be entitled to exercise
all voting and consensual powers pertaining to the Partnership Interests, and
shall be entitled to receive all distributions made with respect to the
Partnership Interests free and clear of this pledge.
4. Representations as to the Partnership Interests. Debtor represents and
covenants that all pledged Partnership Interests are owned by Debtor and that
none of the Partnership Interests pledged by Debtor are, or at any time will be,
subject to any lien, pledge, charge, encumbrance, security interest, adverse
claim or purchase right or option on the part of any third person expect for the
interest of the Secured Parties hereunder.
5. Rights of the Secured Parties. If a breach of the Transfer Agreement by
the Debtor has occurred and is continuing, MRI may thereafter, for the benefit
of the Secured Parties, without notice, exercise all rights, privileges or
options pertaining to the Collateral as if it was the absolute owner thereof,
upon such terms and conditions as it may determine, all without liability,
except to account for the property actually received by it.
6. Remedies. (a) Upon the occurrence and continuance of a Default under the
Transfer Agreement by the Debtor, MRI may, for the benefit of the Secured
Parties, exercise all the rights of a secured party under the Massachusetts
Uniform Commercial Code in addition to the rights provided herein. Without
limiting the foregoing, MRI may, for the benefit of the Secured Parties, without
demand, (i) have the Collateral, or any part thereof, transferred to its own
name or the name of its nominee or (ii) sell, assign or deliver the Collateral
at public or private sale upon such terms and conditions as MRI may deem
advisable. Whenever notice of any sale or disposition of Collateral is required
by law, such notice shall be deemed reasonable if given at least ten (10) days
before the date of any public sale or ten (10) days before the date after which
any private sale or other disposition shall take place.
(b) MRI shall apply the net proceeds of any Collateral, after deducting all
costs incurred therein, including reasonable legal fees, to the payment, in
whole or in part, of the Obligations of the Debtor under the Transfer Agreement,
in such order as the Secured Parties may mutually elect. The surplus, if any,
shall be paid to the Debtor.
7. Costs of Enforcement. Debtor will pay all of the costs and expenses,
including reasonable counsel fees, of enforcing the security interest contained
herein.
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8. Liability. The Secured Parties shall not be liable or responsible for
any act or omission except for their own gross negligence or willful misconduct.
9. Further Assurances. Debtor agrees that at any time and from time to time
upon the written request of one or both Secured Parties, it will execute and
deliver such further documents and do such further acts and things as one or
both of the Secured Parties may reasonably request in order to effect the
purposes of this Agreement.
10. Severability. In the event that any provision of this Agreement shall
be held to be invalid in any circumstances, such invalidity shall not affect any
other provisions or circumstances.
11. Entire Agreement; Waivers; Remedies Cumulative. This Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof and may not be amended except in a writing signed by all of the
parties. No failure or delay in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights or remedies provided by law.
12. Binding Effect; Applicable Law. This Agreement and all obligations of
the Debtor hereunder shall be binding upon the legal representatives,
administrators, successors and assigns of the Debtor and shall, together with
the rights and remedies of the Secured Parties hereunder, inure to the benefit
of the Secured Parties and their legal representatives, administrators,
successors and assigns; provided that Debtor may not assign its obligations
hereunder without the prior written consent of the Secured Parties. This
Agreement shall be governed by and construed in accordance with the Laws of
Massachusetts.
Debtor: Secured Parties:
MEDICAL DIAGNOSTICS MDI REHAB, INC.
AND REHABILITATION, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxx, Ph.D. By:/s/ Xxxx Xxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx, Ph.D. Name: Xxxx Xxxxxx
Title: Manager Title: Pres.
MIDDLESEX MRI CENTER,
INC.
By:/s/ Xxxx Xxxxxx
--------------------
Name: Xxxx Xxxxxx
Title: Pres.
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The undersigned hereby consents to
this Pledge Agreement:
MVA REHABILITATION
ASSOCIATES
By MIDDLESEX MRI CENTER, INC.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Pres.
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