STOCK PLEDGE AGREEMENT
This
Stock Pledge Agreement (this “Agreement”)
is
made as of the _____ day of November, 2007 by and between BPI/PPA Inc., a
Delaware corporation with its principal place of business at 0000 Xxxxxx Xxxx,
Xxxxxxxxxx XX 00000 (the “Pledgor”),
and
RBS Citizens, National Association, having
a
lending office at 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 (the “Pledgee”).
Pledgor has executed and delivered a certain Guaranty of even date herewith
to
Pledgee (the “Guaranty”),
guaranteeing the payment and performance of all of the obligations of National
Investment Managers Inc., a Florida corporation having an address of 000 Xxxxx
Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000 (the “Borrower”)
to
Pledgee under (a) a certain Term Promissory Note of even date herewith from
the
Borrower to the Pledgee in the maximum principal amount of up to $13,000,000.00
(the “Promissory
Note”),
(b) a
certain Revolving Line of Credit Note of even date herewith from the Borrower
to
the Pledgee in the maximum principal amount of $2,000,000.00 (the “RLOC
Note”,
and
together with the Promissory Note, the “Notes”),
and
(c) that certain Revolving Line of Credit and Term Loan Agreement (the
“Loan
Agreement”)
of
even date herewith by and between the Borrower and Pledgee (collectively, with
the Guaranty, the Notes, this Agreement, and all other documents executed in
connection with the above, the “Loan
Documents”).
1. Pledge
of Stock.
The
Pledgor hereby represents and warrants that the Pledgor will own on the date
hereof, free and clear of any and all claims, liens or encumbrances, except
(a)
restrictions on transfer arising under applicable law, (b) the security interest
created by this Agreement and (c) as
otherwise set forth in the Loan Agreement,
all of
the issued and outstanding shares of the Pledgor, as more particularly described
on Schedule
I attached
hereto (collectively, the “Collateral”),
and
hereby agrees to pledge, assign, and deliver the same on the date hereof to
the
Pledgee, for benefit of the Pledgee, to be held by the Pledgee subject to the
terms and conditions hereinafter set forth, together with stock powers, if
necessary, appropriately executed in blank. The term “Collateral” as used herein
includes the securities described above and any additional shares of stock,
mutual funds or other securities at any time pledged by Pledgor with the Pledgee
hereunder. Upon request by Pledgee, Pledgor shall provide Pledgee with
statements as to the then current value of the Collateral.
Any
sums
or property paid upon or with respect to any of the Collateral upon the
liquidation or dissolution of any issuer thereof shall be paid over to the
Pledgee to be held by it as security for the Obligations (as defined in Section
3 below); in case any distribution of capital shall be made on or in respect
of
any of the Collateral or any property shall be distributed upon or with respect
to any of the Collateral pursuant to the recapitalization or reclassification
of
the capital of the issuer thereof or pursuant to the reorganization thereof,
the
property so distributed shall be delivered to the Pledgee to be held by it
as
security for the Obligations. All sums of money and property paid or distributed
in respect of the Collateral which are received by the Pledgor shall, until
paid
or delivered to the Pledgee, be held by the Pledgor in trust for the Pledgee
as
security for the Obligations.
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2. Warranty
of Title.
The
Pledgor warrants that on the date hereof the Pledgor will have good and
marketable title to the Collateral described in Section l hereof, subject to
no
pledges, liens, security interests, charges, options, restrictions or other
encumbrances except the security interest created by this Agreement and
restrictions on transfer arising under applicable law, and that such Pledgor
has
power, authority and legal right to pledge the Collateral pursuant to this
Agreement. The Pledgor covenants to defend the Pledgee’s rights and security
interest in the Collateral against the claims and demands of all Persons
whomsoever; and the Pledgor covenants to have the like title to and right to
pledge any other property at any time hereafter pledged to the Pledgee hereunder
and to likewise defend the Pledgee’s rights and security interest therein. The
property at any time pledged with the Pledgee hereunder (whether described
herein or not) and all income therefrom and proceeds thereof, shall be included
in the definition of “Collateral” for purposes of this Agreement.
3. Security
for Obligations.
This
Agreement and the pledge of the Collateral is made with the Pledgee to secure
the payment in full and performance of any and all obligations, indebtedness
and
liabilities of the Pledgor to Pledgee, now existing or hereafter arising, direct
or indirect, absolute or contingent, due or to become due, matured or unmatured,
liquidated or unliquidated, arising by contract, operation of law or otherwise
including, but not limited to, those arising under or in connection with the
Guaranty (collectively, the “Obligations”).
In
connection with the grant of the security interest made hereby, Pledgor hereby
authorizes Pledgee to file or cause to be filed one or more financing
statements, amendments to financing statements and/or “in lieu” financing
statements with any filing office for the purpose of perfecting or continuing
the perfection of the security interest in the Collateral.
4. Dividends,
Voting, etc., While No Event of Default.
So long
as no Event of Default has occurred under any of the Loan Documents and is
continuing (or if continuing, has been effectively waived by the Pledgee in
writing), the Pledgor, as to the Collateral, shall be entitled to receive all
cash dividends paid in respect of the Collateral (subject to the terms,
conditions and limitations of the Loan Documents), to vote the Collateral (to
the extent otherwise entitled thereto) and to give consents, waivers and
ratifications in respect of the Collateral, 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 provision of this Agreement. All
such
rights of the Pledgor to vote and give consents, waivers and ratifications
with
respect to the Collateral shall, at Pledgee’s option, as evidenced by Pledgee’s
notifying Pledgor of such election, cease in case an Event of Default shall
have
occurred and be continuing under the Loan Documents.
5. Remedies
Following Event of Default.
If an
Event of Default shall have occurred and be continuing, the Pledgee shall
thereafter have the following rights and remedies in addition to the rights
and
remedies of a secured party under the Uniform Commercial Code of the
Commonwealth of Massachusetts, all such rights and remedies being cumulative,
not exclusive, and enforceable alternatively, successively or concurrently,
at
such time or times as the Pledgee deems expedient:
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(a)
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if
the Pledgee so elects and gives notice of such election to the Pledgor,
the Pledgee may vote any or all shares of the Collateral (whether
or not
the same shall have been transferred into its name or the name of
its
nominee or nominees) and give all consents, waivers and ratifications
in
respect of the Collateral and otherwise act with respect thereto
as though
it was the outright owner thereof (the Pledgor hereby irrevocably
constituting and appointing the Pledgee the proxy and attorney-in-fact
of
the Pledgor with full power of substitution, to do
so);
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(b)
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the
Pledgee may demand, xxx for, collect or make any compromise or settlement
the Pledgee deems suitable in respect of any Collateral held by it
hereunder;
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(c)
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the
Pledgee may sell, resell, assign and deliver, or otherwise dispose
of any
or all of the Collateral, for cash and/or credit and upon such terms,
at
such place or places and at such time or times and to such Persons
as the
Pledgee deems expedient, all without demand for performance by the
Pledgor
or any notice or advertisement whatsoever except such as may be required
by law; and
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(d)
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the
Pledgee may cause all or any part of the Collateral held by it to
be
transferred into its name or the name of its nominee or
nominees.
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The
Pledgee may enforce its right hereunder without any other notice and without
compliance with any other condition precedent now or hereafter imposed by
statute, rule or law or otherwise (all of which are hereby expressly waived
by
the Pledgor to the maximum extent permitted by applicable law). If any of the
Collateral is sold by the Pledgee upon credit or for future delivery, the
Pledgee shall not be liable for the failure of the purchaser to pay for the
same
and in such event the Pledgee may resell such Collateral. The Pledgee may buy
any part or all of the Collateral at any public sale and if any part or all
of
the Collateral is of a type customarily sold in a recognized market or is of
the
type which is the subject of widely-distributed standard price quotations,
the
Pledgee may buy at private sale and may make payments thereof by any means.
The
Pledgee may apply the cash proceeds actually received from any sale or other
disposition to the reasonable expenses of retaking, holding, preparing for
sale,
selling and the like, or reasonable attorneys’ fees, and all legal expenses,
travel and other expenses which may be incurred by the Pledgee in attempting
to
collect the Obligations or any of them, or to enforce this Agreement or in
the
prosecution or defense of any action or proceeding related to the subject matter
of this Agreement; and then to the Obligations in such order as to principal
or
interest remaining unpaid, including legal interest thereon, and the balance
of
any expenses unpaid, as the Pledgee in its sole discretion may reasonably
determine, and any surplus shall be paid to the Pledgor.
The
Pledgor recognizes that if the Pledgee is unable to effect a public sale of
the
Collateral by reason of certain prohibitions contained in the Securities Act
of
1933, as amended, the Pledgee may be compelled to resort to one or more private
sales thereof to a restricted group of purchasers who will be obliged to agree,
among other things, to acquire such securities for their own account, for
investment and not with a view to the distribution or resale thereof. The
Pledgor agrees that any such private sales may be at prices and on other
reasonable terms less favorable to the seller than if sold at public sales
and
that such private sales shall be deemed to have been made in a commercially
reasonable manner. The Pledgee shall be under no obligation to delay a sale
of
any of the Collateral for the period of time necessary to permit the issuer
of
such securities to register such securities for public sale under the Securities
Act of 1933, as amended, even if the issuer would agree to do so.
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6. Marshaling.
The
Pledgee shall not be required to marshal any present or future security for
(including but not limited to this Agreement and the Collateral pledged
hereunder), or guaranties of, the Obligations or any part of them, or to resort
to such security or guaranties in any particular order; and all of its rights
hereunder and in respect of such securities and guaranties shall be cumulative
and in addition to all other rights, however existing or arising. To the extent
that the Pledgor lawfully may, the Pledgor hereby agrees that it will not invoke
any law which might cause delay in or impede the enforcement of the Pledgee’s
rights under this Agreement or under any other instrument evidencing any of
the
Obligations or under which any of the Obligations is outstanding or by which
any
of the Obligations is secured and guaranteed, and the Pledgor hereby irrevocably
waives the benefits of all such laws.
7. Pledgor’s
Obligations Not Affected.
The
obligations of the Pledgor hereunder shall remain in full force and effect
without regard to, and shall not be impaired by (a) any insolvency, bankruptcy,
arrangement of or involving the Pledgor; (b) any exercise or non-exercise,
or
any waiver, by the Pledgee of any right, remedy, power or privilege under or
in
respect of any of the Obligations or any security therefor (including this
Agreement); (c) any amendment or waiver of any of the terms of the Loan
Agreement or any of the Obligations; (d) any amendment or waiver of any of
the
terms of any instrument (other than this Agreement) securing any of the
Obligations or (e) the taking of additional security for or any guaranty of
any
of the Obligations or the release or discharge or termination of any security
or
guaranty for any of the Obligations; whether or not the Pledgor shall have
notice or knowledge of any of the foregoing.
8. Transfer,
etc. by the Pledgor.
Without
the prior written consent of the Pledgee, the Pledgor will not sell, assign,
transfer or otherwise dispose of, grant any option with respect to, or pledge
or
grant any security interest in or otherwise encumber any of the Collateral
or
any interest therein; except for the pledge thereof provided for in this
Agreement and restrictions on transfer under applicable law. Notwithstanding
the
foregoing to the contrary, Pledgee shall be entitled to withdraw from the
Collateral any interest earned upon the original securities pledged as
Collateral provided no Event of Default has occurred under this Agreement or
under the Obligations.
9. Further
Assurances.
The
Pledgor will do all such acts, and will furnish to the Pledgee all such
financing statements, certificates, opinions and other documents and will do
or
cause to be done all such other things as the Pledgee may reasonably request
from time to time in order to give full effect to this Agreement and to secure
the rights of the Pledgee hereunder.
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10. Pledgee’s
Exoneration.
Under
no circumstances shall the Pledgee be deemed to assume any responsibility for
or
obligation or duty (except for safe custody) with respect to any part or all
of
the Collateral, of any nature or kind or any matter or proceedings arising
out
of or relating thereto, but the same shall be at the Pledgor’s sole risk at all
times. The Pledgee shall not be required to take any action of any kind to
collect, preserve or protect its or the Pledgor’s rights in the Collateral or
against any parties thereto. The Pledgor hereby releases the Pledgee from any
claims, causes of action and demands at any time arising out of or with respect
to this Agreement, the Obligations, the use of the Collateral and/or any actions
reasonably taken or omitted to be taken by the Pledgee with respect thereto,
and
the Pledgor hereby agrees to hold the Pledgee harmless from and with respect
to
any and all such claims, causes of action and demands. The Pledgee’s prior
recourse to any part or all of the Collateral shall not constitute a condition
of any demand, suit or proceeding for payment or collection of the
Obligations.
11. No
Waiver, Etc.
No act,
failure or delay by Pledgee shall constitute a waiver of its rights and remedies
hereunder or otherwise. No single or partial waiver by the Pledgee of any
default or right or remedy which it may have shall operate as a waiver of any
other default, right or remedy or of the same default, right or remedy on a
future occasion. The Pledgor hereby waives presentment, notice of dishonor
and
protest of all instruments included in or evidencing any of the Obligations
or
the Collateral, and any and all other notices and demands whatsoever (except
as
expressly provided herein).
12. Notices,
Etc.
All
notices, requests and other communications hereunder shall be in writing and
shall be given as set forth in the Loan Agreement.
13. Termination.
Upon
payment in full of all the Obligations in accordance with their terms and the
performance by the Pledgor of all of the Pledgor’s agreements under the Loan
Documents, this Agreement and the other Obligations, this Agreement shall
terminate and the Pledgor shall be entitled to the return, at the Pledgor’s
expense, of such of the Collateral in the possession or control of the Pledgee
as has not theretofore been disposed of pursuant to the provisions hereof,
together with any moneys and other property at the time held by the Pledgee
hereunder.
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14. Miscellaneous
Provisions.
Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated except by a written instrument expressly referring to this Agreement
and to the provisions so modified or limited, and executed by the party to
be
charged. This Agreement and all obligations of the Pledgor hereunder shall
be
binding upon the successors in title and assigns of the Pledgor, and shall,
together with the rights and remedies of the Pledgee hereunder, inure to the
benefit of the Pledgee, its successors in title and assigns. This Agreement
and
obligations of the Pledgor hereunder shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts. The descriptive
section headings have been inserted for convenience of reference only and do
not
define or limit the provisions hereof. If any term of this Agreement shall
be
held to be invalid, illegal or unenforceable, the validity of all other terms
hereof shall be in no way affected thereby, and this Agreement shall be
construed and be enforceable as if such invalid, illegal or unenforceable terms
had not been included herein. The Pledgor acknowledges receipt of a copy of
this
Agreement. Words and expressions used herein without definition which are
defined in the Uniform Commercial Code have such defined meanings herein, unless
the context otherwise indicates or requires. This Agreement may be executed
in
several counterparts, each of which when executed and delivered shall be
original, but all of which together shall constitute one instrument. In making
proof of this Agreement, it shall not be necessary to produce or account for
more than one such counterpart.
[Signatures
on following page]
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IN
WITNESS WHEREOF, the Pledgor and Pledgee have executed this Agreement as an
instrument under seal on the date first above written.
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PLEDGOR: | ||
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[
]
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By:
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Witness
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Name:
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Title:
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| PLEDGEE: | |||
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RBS
CITIZENS, NATIONAL ASSOCIATION
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By:
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Witness
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Xxxxx
X. Xxxxxx, Senior Vice
President
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SCHEDULE
I
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Valley
Forge Consulting Corporation
a
Pennsylvania corporation
000
Xxx Xxxxx Xxxxxx Xx., Xxxxx 0000
Xxxxx,
XX 00000
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V.F.
Associates, Inc.
a
Pennsylvania corporation
000
Xxx Xxxxx Xxxxxx Xx., Xxxxx 0000
Xxxxx,
XX 00000
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V.F.
Investment Services Corp.
a
Pennsylvania corporation
000
Xxx Xxxxx Xxxxxx Xx., Xxxxx 0000
Xxxxx,
XX 00000
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