EXHIBIT B
EXECUTIVE STOCK PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT is made as of January 24, 1994, between
Xxxxxxx X. Xxxxx ("Pledgor"), and USAI Acquisition Corp., a Delaware
corporation (the "Company").
The Company and Pledgor are parties to an Senior Management
Agreement, dated January 24, 1994, pursuant to which Pledgor purchased 1,082
shares of the Company's Common Stock, $.01 par value (the "Pledged Shares"),
for an aggregate purchase price of $10,820.00. The Company has allowed
Pledgor to purchase the Pledged Shares by delivery to the Company of a
promissory note (the "Note") in the aggregate principal amount of $10,809.18.
This Pledge Agreement provides the terms and conditions upon which the Note
is secured by a pledge to the Company of the Pledged Shares.
NOW, THEREFORE, in consideration of the premises contained herein
and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, and in order to induce the Company to accept
the Note as payment for the Pledged Shares, Pledgor and the Company hereby
agree as follows:
1. PLEDGE. Pledgor hereby pledges to the Company, and grants to
the Company a security interest in, the Pledged Shares as security for the
prompt and complete payment when due of the unpaid principal of and interest
on the Note.
2. DELIVERY OF PLEDGED SHARES. Upon the execution of this Pledge
Agreement, Pledgor shall deliver to the Company the certificate(s)
representing the Pledged Shares, together with duly executed forms of
assignment sufficient to transfer title thereto to the Company.
3. VOTING RIGHTS; CASH DIVIDENDS. Notwithstanding anything to
the contrary contained herein, during the term of this Pledge Agreement until
such time as there exists a default in the payment of principal or interest
on the Note or any other default under the Note, Pledgor shall be entitled to
all voting rights with respect to the Pledged Shares and shall be entitled to
receive all cash dividends paid in respect of the Pledged Shares. Upon the
occurrence of and during the continuance of any such default, the Company
shall retain all such cash dividends payable on the Pledged Shares as
additional security hereunder.
4. STOCK DIVIDENDS; DISTRIBUTIONS, ETC. If, while this Pledge
Agreement is in effect, Pledgor becomes entitled to receive or receives any
securities or other property in addition to, in substitution of, or in
exchange for any of the Pledged
Shares (whether as a distribution in connection with any recapitalization,
reorganization or reclassification, a stock dividend or otherwise), Pledgor
shall accept such securities or other property on behalf of and for the
benefit of the Company as additional security for Pledgor's obligations under
the Note and shall promptly deliver such additional security to the Company
together with duly executed forms of assignment, and such additional security
shall be deemed to be part of the Pledged Shares hereunder.
5. DEFAULT. If Pledgor defaults in the payment of the principal
or interest under the Note as it becomes due (whether upon demand,
acceleration or otherwise) or any other event of default under the Note
occurs (including the bankruptcy or insolvency of Pledgor), the Company may
exercise any and all the rights, powers and remedies of any owner of the
Pledged Shares (including the right to vote the shares and receive dividends
and distributions with respect to such shares) and shall have and may
exercise without demand any and all the rights and remedies granted to a
secured party upon default under the Uniform Commercial Code of Delaware or
otherwise available to the Company under applicable law. Without limiting
the foregoing, the Company is authorized to sell, assign and deliver at its
discretion, from time to time, all or any part of the Pledged Shares at any
private sale or public auction, on not less than ten days written notice to
Pledgor, at such price or prices and upon such terms as the Company may deem
advisable. Pledgor shall have no right to redeem the Pledged Shares after
any such sale or assignment. At any such sale or auction, the Company may
bid for, and become the purchaser of, the whole or any part of the Pledged
Shares offered for sale. In case of any such sale, after deducting the
costs, attorneys' fees and other expenses of sale and delivery, the remaining
proceeds of such sale shall be applied to the principal of and accrued
interest on the Note; provided, however, that after payment in full of the
indebtedness evidenced by the Note, the balance of the proceeds of sale then
remaining shall be paid to Pledgor and Pledgor shall be entitled to the
return of any of the Pledged Shares remaining in the hands of the Company.
Pledgor shall be liable for any deficiency if the remaining proceeds are
insufficient to pay the indebtedness under the Note in full, including the
fees of any attorneys employed by the Company to collect such deficiency.
6. COSTS AND ATTORNEYS' FEES. All costs and expenses, including
reasonable attorneys' fees, incurred in exercising any right, power or remedy
conferred by this Pledge Agreement or in the enforcement thereof, shall
become part of the indebtedness secured hereunder and shall be paid by
Pledgor or repaid from the proceeds of the sale of the Pledged Shares
hereunder.
7. PAYMENT OF INDEBTEDNESS AND RELEASE OF PLEDGED SHARES. Upon
payment in full of the indebtedness evidenced by
the Note, the Company shall surrender the Pledged Shares to Pledgor together
with all forms of assignment.
8. FURTHER ASSURANCES. Pledgor agrees that at any time and from
time to time upon the written request of the Company, Pledgor will execute
and deliver such further documents and do such further acts and things as the
Company may reasonably request in order to effect the purposes of this Pledge
Agreement.
9. 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.
10. NO WAIVER; CUMULATIVE REMEDIES. The Company shall not by any
act, delay, omission or otherwise be deemed to have waived any of its rights
or remedies hereunder, and no waiver shall be valid unless in writing, signed
by the Company, and then only to the extent therein set forth. A waiver by
the Company of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Company would otherwise
have on any future occasion. No failure to exercise nor any delay in
exercising on the part of the Company, any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the
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.
11. WAIVERS, AMENDMENTS; APPLICABLE LAW. None of the terms or
provisions of this Pledge Agreement may be waived, altered, modified or
amended except by an instrument in writing, duly executed by the parties
hereto. This Agreement and all obligations of the Pledgor hereunder shall
together with the rights and remedies of the Company hereunder, inure to the
benefit of the Company and its successors and assigns. This Pledge Agreement
shall be governed by, and be construed and interpreted in accordance with,
the laws of the State of Illinois.
IN WITNESS WHEREOF, this Pledge Agreement has been executed as of the
date first above written.
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
USAI ACQUISITION CORP.
By /s/ Xxxxx X. Xxxxxx
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Its
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