SECURITY AGREEMENT
SECURITY
AGREEMENT, dated as of December 14, 2005 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, this “Agreement”),]
by
and among Grupo
Lakas S.A.,
a
Panamanian corporation (the “Grantor”),
Panama Peat S.A., a Panamanian corporation (“PP”),
Changuinola S.A., a Panamanian corporation (“Changuinola”
and
together with PP, the (“Issuers”),
and
Strategy
Holdings Company, Ltd, a Barbados company
(the
“Company”
and the
same shall include any assignee of the Note and this Agreement), in connection
with that certain Master Investment Agreement, dated as of December 14, 2005,
among the Grantor, the Issuers and the Company (the “Investment Agreement”) and
that certain Promissory Note of even date herewith, between the Grantor and
the
Company (as amended, restated, supplemented or otherwise modified from time
to
time, the “Note”).
R
E C I T
A L S
A. The
Company, the Issuers and the Grantor are parties to that certain Master
Investment Agreement, dated as of December 14, 2005 (the “Master Investment
Agreement.) Capitalized terms used herein and not otherwise defined herein
shall
have the respective meanings ascribed to such terms in the Master Investment
Agreement. Pursuant to the Master Investment Agreement, and simultaneously
with
the execution and delivery of this Agreement, the Grantor shall issue the
Note
in favor of the Company, in exchange for the Company’s issuance of preferred
stock to the Grantor.
B. In
order
to secure the prompt and complete payment, observance and performance of
(i) all
of the Grantor’s obligations pursuant to the Investment Agreement and the Note
(the “Obligations”),
and
(ii) the Grantor’s obligations and liabilities hereunder and in connection
herewith (all such Obligations and such obligations and liabilities hereunder
being hereinafter referred to collectively as the “Liabilities”),
and
to permit the Company to exercise the Conversion Right, as more fully discussed
herein, the Company requires, as a precondition to the acceptance of the
Note
and the issuance of the preferred stock, that the Grantor and the Issuers
execute and deliver this Agreement, and to deliver to the Company the Peat
Certificates.
NOW,
THEREFORE, for and in consideration of the foregoing, and for other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
Section
1. Defined
Terms; Construction.
(A) Unless
otherwise defined herein or in the Master Investment Agreement, all terms
defined in Article 8 and Article 9 of the Uniform Commercial Code are used
herein as defined therein.
(B) The
words
“hereby,” “hereof,” “herein” and “hereunder” and words of like
import when used in this Agreement shall refer to this Agreement as a whole
and
not to any particular provision of this Agreement. Section references herein
are
to this Agreement unless otherwise specified.
SECURITY
AGREEMENT
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(C)
All
terms
defined in this Agreement in the singular shall have comparable meanings
when
used in the plural, and vice versa,
unless
otherwise specified.
(D) The
parties hereto have participated jointly in the negotiation and drafting
of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provisions of this
Agreement.
Section
2. Grant
of Security Interest; Conversion Right.
(a) To
secure
the prompt and complete payment, observance and performance of the Liabilities,
the Grantor hereby assigns and pledges to the Company, and hereby grants
to the
Company a security interest in all of the Grantor’s right, title and interest,
whether now owned or existing or hereafter arising or acquired and wheresoever
located, in and to the following (collectively, the “Collateral”):
each of
the bearer certificates for peat issued by the Issuers and listed on Schedule
A
hereto (the “Initial
Peat Certificates”)
together with any additional certificates for peat from time to time delivered
to or on behalf of the Company in accordance with the terms of the Master
Investment Agreement (“Additional
Peat Certificates”),
and
together with the Initial Peat Certificates, collectively, (the “Peat
Certificates”)
all
substitutions therefor, and replacements, products thereof and any other
property receivable or received from or upon the sale, lease, license,
collection, use, exchange or other disposition, whether voluntary or
involuntary, of any of the foregoing, including “proceeds” as defined in the
Uniform Commercial Code, any and all payments (in any form whatsoever) made
or
due and payable to the Grantor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or
any
part of the Collateral by any governmental authority or any individual,
corporation, general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union, or other
entity
or governmental authority (hereinafter each a “Person”), acting under color of
governmental authority, any and all other amounts from time to time paid
or
payable under or in connection with any of the foregoing or for or on account
of
any damage or injury to or conversion of any of the foregoing by any Person,
any
and all tangible or intangible property received upon the sale or disposition
of
the foregoing and all proceeds of proceeds.
(b) The
parties hereto hereby acknowledge and agree that, pursuant to the Master
Investment Agreement and the Note, at any time and from time to time the
Company
(and its assigns) shall have the right, in the sole discretion thereof, to
convert (the “Conversion Right”) the Peat Certificates and/or the underlying
peat constituting collateral for the Note to cash proceeds, such cash proceeds
to be applied as a deemed prepayment of the outstanding principal balance
of,
and/or accrued interest on, the Note all upon the terms (including, without
limitation, determination of the Peat Reduction Amount) set forth in the
Master
Investment Agreement.
Section
3. Grantor
and Issuers Remain Liable. Anything
herein to the contrary notwithstanding, (A) the Grantor and the Issuers shall
remain solely liable under the contracts and agreements included in the
Collateral to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Agreement and the Note
had
not been executed, (B) the exercise by the Company of any of its rights
hereunder or under the Note shall not release the Grantor from any of its
duties
or obligations under the contracts and agreements included in the Collateral
and
(C) the Company shall not have any responsibility, obligation or liability
under
the contracts and agreements included in the Collateral by reason of this
Agreement or the Note, nor shall the Company be required or obligated, in
any
manner, to (i) perform or fulfill any of the obligations or duties
of the
Grantor and/or the Issuers thereunder, (ii) make any payment, or make
any
inquiry as to the nature or sufficiency of any payment received by the Grantor
and/or the Issuers or the sufficiency of any performance by any party under
any
such contract or agreement or (iii) present or file any claim, or
take any
action to collect or enforce any claim for payment assigned
hereunder.
SECURITY
AGREEMENT
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Section
4. Representations
and Warranties of the Grantor. The
Grantor represents and warrants, as of the date of this Agreement, and as
of
each date on which representation and warranties under the Note shall be
made
until termination of this Agreement pursuant to Section
12:
(A) The
exact
legal name, jurisdiction of incorporation, type of entity and organizational
identification number for the Grantor is set forth on Schedule
1
hereto.
The chief place of business and chief executive office of the Grantor is
located
at the address of the Grantor designated as such on Schedule
1.
It has
full corporate power and authority to execute, deliver and perform this
Agreement. No authorization, approval, or other action by, and no notice
to or
filing with, any governmental authority or regulatory body is required either
(i) for the pledge of the Collateral pursuant to this Agreement or for the
execution, delivery or performance of this Agreement by the Grantor or (ii)
for
the exercise by the Company of any rights provided for in this Agreement
or the
remedies in respect of the Collateral pursuant to this Agreement.
(B) The
Grantor is the sole legal and beneficial owner of the Collateral, free and
clear
of all liens. The Grantor currently conducts business under its legal name.
The
Grantor has
not
used
any
trade names or fictitious names
in the
past five years.
Upon
delivery to the Company of the Peat Certificates, the Company holds a valid
and
perfected security interest or first priority therein subject to no liens
or
encumbrances.
(C) All
factual information contained on each of the Peat Certificates is true and
correct in all respects, and each signature on each Peat Certificate is genuine.
Each Peat Certificate is an original and is true and complete, and each
represents the right to obtain, without that amount of peat that the same
purports to so represent. The aggregate value of the Initial Peat Certificates
is and shall at all times be not less than the Required Value, determined
in
accordance with the Valuation Method.
(D) This
Agreement creates in favor of the Company a legal, a valid and enforceable
equitable interest or perfected first priority security interest in and lien
on
the Collateral, Securing the Obligations superior to and prior to the rights
of
all third Persons, and subject to no other liens. All actions to perfect
the
security interests in the Collateral have been taken (including any action
to be
taken under the laws of Panama). The Company is the legal and beneficial
owner
of the Collateral free and clear of any lien, except for the liens and security
interests created hereunder. This Agreement also permits the Company to exercise
the Conversion Right, upon the terms set forth in the Master Investment
Agreement, notwithstanding the creation of such lien in favor of the
Company.
SECURITY
AGREEMENT
-3-
(E) Perfection
and Maintenance of Security Interests and Liens; Obligation to Maintain Value
of
the Collateral.
Each of
the Issuers and the Grantor agrees that until termination of this Agreement
pursuant to Section
12,
except
to the extent the Company (or assigns) have exercised the Conversion Right,
the
security interests granted hereunder, and liens on and against, the Collateral
shall continue in full force and effect. The Grantor and each Issuer further
covenants and agrees to ensure that the aggregate value of the Collateral,
the
Required Value, determined in accordance with the Valuation Method.
Section
5. The
Grantor and each Issuer shall perform any and all steps reasonably requested
by
the Company to ensure (x) the attachment, perfection and priority of, and
to
maintain and protect, the Company’s security interests in and liens on and
against the Collateral granted or purported to be granted hereby or to enable
the Company to exercise its rights and remedies hereunder with respect to
the
Collateral, and to ensure that the Required Value , and (y) that the aggregate
value of the Collateral shall be at least the Required Value, including,
without
limitation:
(A) executing,
filing and authorizing the Company to file any financing or continuation
statements, or amendments thereof, in form and substance reasonably satisfactory
to the Company;
(B) delivering
to the Company the Peat Certificates as well as all other certificates, notes,
or other instruments representing or evidencing the Collateral, which Peat
Certificates and other certificates, notes and other instruments have been
duly
endorsed in blank, including, but not limited to, note powers, all in form
and
substance satisfactory to the Company;
(C) at
the
reasonable request of the Company, appearing in and defending any action
or
proceeding which may affect adversely the Grantor’s title to, or the security
interest of the Company in, the Collateral;
(D) executing
and delivering all further instruments and documents, and taking all further
action, as the Company may reasonably request; and
(E) at
any
time when the aggregate value of the Collateral determined in accordance
with
the Valuation Method, shall be less than the Required Value (such amount,
the
“Shortfall”)
delivering to the Company (or its assignee, as applicable) additional Peat
Certificates, all of which shall constitute Collateral hereunder, in an
aggregate amount of not less than the Shortfall.
Section
6. Financing
Statements.
The
Grantor hereby irrevocably authorizes the Company to file one or more financing
or continuation statements and amendments thereto, and any other instruments
and
documents as may be necessary or desirable, disclosing the security interest
granted to the Company under this Agreement, without the Grantor’s signature
appearing thereon, and the Company agrees to notify the Grantor when such
a
filing has been made. The Grantor agrees that a carbon, photographic,
photostatic, or other reproduction of this Agreement or of a financing statement
is sufficient as a financing statement. The Grantor agrees that such
authorization includes a ratification and authorization with respect to any
initial financing statements filed prior to the date hereof.
SECURITY
AGREEMENT
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Section
7. General
Covenants.
Each of
the Issuers and the Grantor covenants and agrees with the Company that from
and
after the date of this Agreement and until termination of this Agreement
pursuant to Section
12,
:
(i)
the
Grantor shall
not:
(a)
sell
or otherwise dispose of, or grant any option with respect to, any of the
Collateral without the prior written consent of the Company, or
(b)
sell,
encumber, transfer or otherwise dispose of or hypothecate the Collateral
or any
portion thereof
nor
create or permit to exist any lien upon or with respect to any of the
Collateral, except for the security interest under this Agreement, and will
defend the Collateral against, and take such other action as is necessary
to
remove, any lien or encumbrance on the Collateral; and
(ii)
the
Grantor and the Issuers shall:
(a)
not
enter into any agreement or understanding that purports to or may restrict
or
inhibit the Company’s rights or remedies hereunder, including, without
limitation, the Company’s right to sell or otherwise dispose of the
Collateral;
(b)
not
use or permit any Collateral to be used unlawfully or in violation of any
provision of this Agreement, the Note, any requirement of any applicable
law or
any policy of insurance covering the Collateral; and
(c)
if
any of
the Collateral, or any amount payable under or in connection with any of
the
Collateral, shall be or become evidenced by any chattel paper, stock
certificate, promissory note, stock certificate or other instrument which
has
not already been delivered to the Company, the Grantor and/or the Issuer(s)
as
applicable, shall cause such chattel paper, note, stock certificate, or other
instrument to be immediately pledged and delivered to the Company, duly endorsed
in blank and/or attaching undated stock powers executed in blank, in a manner
satisfactory to the Company.
Section
8. Company
Appointed Attorney-in-Fact.
The
Grantor hereby irrevocably appoints the Company as the Grantor’s
attorney-in-fact, coupled with an interest, with full authority in the place
and
stead of the Grantor and in the name of the Grantor or otherwise, from time
to
time in the Company’s discretion, to take any action and to execute any
instrument which the Company may deem necessary or advisable to accomplish
the
purposes of this Agreement; provided,
that
only following the occurrence and during the continuance of an Event of Default
may the Company sell, transfer, assign or otherwise deal in or with the
Collateral or any part thereof.
The
Grantor agrees that neither the Company, nor any of its designees or
attorneys-in-fact, will be liable for any act of commission or omission,
or for
any error of judgment or mistake of fact or law with respect to the exercise
of
the power of attorney granted under this Section
7,
other
than as a result of its or their gross negligence or willful
misconduct.
SECURITY
AGREEMENT
-5-
Section
9. Company’s
Duties.
The
powers conferred on the Company hereunder are solely to protect its interest
in
the Collateral and shall not impose any duty upon it to exercise any such
powers. Except for the safe custody of any Collateral in its possession (subject
to the right to exercise the Conversion Right), the Company shall not have
any
duty as to the Collateral. The Company shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral in its
possession if the Collateral is accorded treatment substantially equal to
that
which the Company accords its own property, it being understood that the
Company
shall be under no obligation to take any necessary steps to preserve rights
against prior parties or any other rights pertaining to any Collateral, but
may
do so at its option, and all reasonable expenses incurred in connection
therewith shall be for the sole account of the Grantor and shall be added
to the
Liabilities. The Grantor bears all risk of loss or damage of any of the
Collateral, except to the extent such loss or damage shall arise solely from
the
gross negligence or willful misconduct of the Company.
Section
10. Events
of Default; Remedies.
(A) Events
of Default:
Each of
the following shall constitute an "Event of Default" hereunder:
(a)
The
occurrence of an Event of Default under and as defined in the Master Investment
Agreement and/or the Note; or
(b)
The
failure by Grantor or any Issuer to perform or observe any covenant or agreement
herein which is not cured within ten (10) Business Days after notice thereof
to
the Grantor or such Issuer; or
(c)
Any
representation or warranty of Grantor or any Issuer contained herein or in
any
certificate, report, opinion or notice delivered or to be delivered by Grantor
or the Issuers pursuant hereto shall be or become incorrect or misleading
in any
material respect.
(B) In
addition to all other rights and remedies granted to it under this Agreement,
the Note, and under any other instrument or agreement securing, evidencing
or
relating to any of the Liabilities, if any Event of Default shall have occurred
and be continuing, the Company may exercise all rights and remedies of a
secured
party under the Uniform Commercial Code (whether or not the Uniform Commercial
Code applies to the affected Collateral). Without limiting the generality
of the
foregoing, each of the Grantor and the Issuers expressly agrees that in any
such
event the Company, without demand of performance or other demand, advertisement
or notice of any kind (except the notice specified below of time and place
of
public or private sale) to or upon the Grantor or any other Person (all and
each
of which demands, advertisements and notices are hereby expressly waived
to the
maximum extent permitted by the Uniform Commercial Code and other applicable
law), may realize upon the Collateral, or any part thereof, and may forthwith
sell, lease, license, assign, give an option or options to purchase, or sell
or
otherwise dispose of and deliver said Collateral (or contract to do so),
or any
part thereof, in one or more parcels at a public or private sale or sales,
at
any exchange at such prices as it may deem acceptable, for cash or on credit
or
for future delivery without assumption of any credit risk, and may transfer
any
of the Collateral into its own name or that of its nominee and receive the
proceeds therefrom and hold the same as security for the Liabilities or apply
to
same thereto.
(C) The
Company shall apply the net proceeds of any realization or sale to the
Liabilities, and only after so paying over such net proceeds, and after the
payment by the Company of any other amount required by any provision of law,
need the Company account for the surplus, if any, to the Grantor. To the
maximum
extent permitted by applicable law, the Grantor and the Issuers waive all
claims, damages, and demands against the Company arising out of the sale
of the
Collateral except such as arise solely out of the gross negligence or willful
misconduct of the Company as finally determined by a court of competent
jurisdiction. The Grantor agrees that ten (10) days prior notice by the Company
of the time and place of any public sale or of the time after which a private
sale may take place is reasonable notification of such matters. The Grantor
shall remain liable for any deficiency if the proceeds of any sale or
disposition of the Collateral are insufficient to pay all Liabilities, including
any attorneys’ fees and other expenses incurred by the Company to collect such
deficiency.
SECURITY
AGREEMENT
-6-
(D) Except
as
otherwise specifically provided herein, the Grantor and the Issuers hereby
waive
presentment, demand, protest or any notice (to the maximum extent permitted
by
applicable law) of any kind in connection with this Agreement or the Collateral.
(E) The
Company shall not be required to make any demand upon, or pursue or exhaust
any
of their rights or remedies against, the Grantor, any other obligor, guarantor,
pledgor or any other Person with respect to the payment of the Liabilities
or to
pursue or exhaust any of their rights or remedies with respect to any Collateral
therefor or any direct or indirect guarantee thereof. To the extent it may
lawfully do so, the Grantor absolutely and irrevocably waives and relinquishes
the benefit and advantage of, and covenants not to assert against the Company,
any valuation, stay, appraisement, extension, redemption or similar laws
and any
and all rights or defenses it may have as a surety now or hereafter existing
which, but for this provision, might be applicable to the sale of any Collateral
made under the judgment, order or decree of any court, or privately under
the
power of sale conferred by this Agreement, or otherwise.
(F) The
Company may comply with any applicable state or federal law requirements
in
connection with a disposition of the Collateral, and the Company’s compliance
therewith will not be considered to adversely affect the commercial
reasonableness of any sale of the Collateral.
(G) Upon
the
exercise by the Company of any power, right, privilege, or remedy pursuant
to
this Agreement which requires any consent, approval, registration,
qualification, or authorization of any Governmental Authority or any third
party, the Grantor and each Issuer agrees to execute and deliver, or will
cause
the execution and delivery of, all applications, certificates, instruments,
assignments, and other documents and papers that the Company or any purchaser
of
the Collateral may be required to obtain for such consent, approval,
registration, qualification, or authorization.
(H) The
rights and remedies provided under this Agreement are cumulative and may
be
exercised singly or concurrently and are not exclusive of any rights and
remedies provided by applicable law or equity.
Section
11. Exercise
of Remedies.
In
connection with the exercise of its remedies pursuant to Section
9,
the
Company may, but shall have no obligation to: (A) exchange, enforce,
waive
or release any portion of the Collateral and any other security for the
Liabilities; (B) subject to the Note, apply such Collateral or security
and
direct the order or manner of sale thereof as the Company may, from time
to
time, determine; and (C) settle, compromise, collect or otherwise
liquidate
any such Collateral or security in any manner following the occurrence of
an
Event of Default, without affecting or impairing the Company’s right to take any
other further action with respect to any Collateral or security or any part
thereof. The Grantor waives any right it may have to require the Company
to
pursue any third person for any of the Liabilities.
SECURITY
AGREEMENT
-7-
Section
12. Injunctive
Relief.
The
Grantor recognizes that in the event the Grantor or any Issuer fails to perform,
observe or discharge any of its obligations or liabilities under this Agreement,
any remedy of law may prove to be inadequate relief to the Company; therefore,
the Grantor agrees that the Company shall be entitled to temporary and permanent
injunctive relief in any such case without the necessity of proving actual
damages.
Section
13. Termination
of this Security Agreement; Release of Collateral.
(A) The
security interest granted by the Grantor under this Agreement shall terminate
against all the Collateral upon irrevocable payment in full of the outstanding
principal balance of, and all accrued and unpaid interest on, the Note. Upon
such termination (other than as a result of the sale of the Collateral) and
at
the written request of the Grantor or its successors or assigns, and at the
cost
and expense of the Grantor or its successors or assigns, the Company shall
execute in a timely manner such instruments, documents or agreements as are
reasonably necessary or reasonably desirable to terminate the Company’s security
interest in the Collateral, subject to any disposition made by the Company
pursuant to the Agreement.
(B) The
Grantor acknowledges that it is not authorized to file any financing statement
or amendment or termination statement with respect to any financing statement
without the prior written consent of the Company and agrees that it will
not do
so without the prior written consent of the Company, subject to the Grantor’s
rights under Section 9-509(d)(2) of the Uniform Commercial Code.
Section
14. Successors
and Assigns.
This
Agreement shall be binding upon the Grantor and its successors, and upon
any
assign(s) of the Company in accordance with (and the parties hereto hereby
confirm that the Company has the right to assign) the Note, and shall so
inure
to the benefit of the Company and its respective successors and permitted
assigns. Nothing set forth herein or in the Note is intended or shall be
construed to give any other Person any right, remedy or claim under, to or
in
respect of this Agreement, the Note or any Collateral. The Grantor’s successors
shall include, without limitation, a receiver, trustee or debtor-in-possession
of or for the Grantor.
Section
15. APPLICABLE
LAW.
THIS
AGREEMENT SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES
HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK .WITHOUT
REGARD TO CONFLICTS OF LAWS AND PROVISIONS WHICH WOULD RESULT IN THE APPLICATION
OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION.
Section
16. Consent
to Jurisdiction and Service of Process.
The
Grantor and each Issuer agrees that the terms of the Investment Agreement
with
respect to consent to jurisdiction and service of process shall apply equally
to
this Agreement.
SECURITY
AGREEMENT
-8-
Section
17. WAIVER
OF JURY TRIAL.
EACH OF THE GRANTOR, THE ISSUERS, AND THE COMPANY WAIVES ANY RIGHT TO TRIAL
BY
JURY IN ANY ACTION, PROCEEDING OR DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT,
OR OTHERWISE, BETWEEN THE COMPANY, THE ISSUERS, AND THE GRANTOR ARISING OUT
OF,
OR RELATED TO, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH.
THE GRANTOR, THE ISSUERS OR THE COMPANY MAY FILE AN ORIGINAL COUNTERPART
OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.
Section
18. Waiver
of Bond.
The
Grantor and the Issuers waive the posting of any bond otherwise required
of the
Company in connection with any judicial process or proceeding to realize
on the
Collateral or any other security for the Liabilities, to enforce any judgment
or
other court order entered in favor of the Company, or to enforce by specific
performance, temporary restraining order, or preliminary or permanent
injunction, this Agreement or any other agreement or document between the
Company, the Issuers and the Grantor.
Section
19. Severability.
Whenever possible, each provision of this Agreement shall be interpreted
in such
manner as to be effective and valid under applicable law, but, if any provision
of this Agreement shall be held to be prohibited or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
Section
20. Notices.
All
notices and other communications required or desired to be served, given
or
delivered hereunder shall be in writing and shall be served, given or delivered
as provided in the Note.
Section
21. Amendments,
Waivers and Consents.
None of
the terms or provisions of this Agreement may be waived, altered, modified
or
amended, and no consent to any departure by the Grantor or any Issuer herefrom
shall be effective, except by or pursuant to an instrument in writing which
is
duly executed by the Grantor, the Issuers and the Company. Any such waiver
shall
be valid only to the extent set forth therein. A waiver by the Company of
any
right or remedy under this Agreement on any one occasion shall not be construed
as a waiver of any right or remedy which the Company would otherwise have
on any
future occasion. No failure to exercise or delay in exercising any right,
power
or privilege under this Agreement on the part of the Company shall operate
as a
waiver thereof; and no single or partial exercise of any right, power or
privilege under this Agreement shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.
Section
22. Section
Titles.
The
section titles herein are for convenience of reference only, and shall not
affect in any way the interpretation of any of the provisions
hereof.
Section
23. Execution
in Counterparts.
This
Agreement may be executed in any number of counterparts and by different
parties
hereto in separate counterparts, each of which when so executed shall be
deemed
to be an original and all of which taken together shall constitute one and
the
same agreement.
SECURITY
AGREEMENT
-9-
Section
24. Entire
Agreement.
This
Agreement represents the final agreement of the Grantor with respect to the
matters contained herein and may not be contradicted by evidence of prior
or
contemporaneous agreements, or subsequent oral agreements, between the Grantor
and the Company.
SECURITY
AGREEMENT
-10-
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date
set
forth above.
|
Grupo
Lakas S.A.
/s/
Xxxx Xxxxxxxx Lakas R.
By:
Xxxx Xxxxxxxx Lakas R.
Its:
President
|
Strategy
Holding Company Limited
/s/
Xxxxx Xxxxxxxx
By:
Xxxxx Xxxxxxxx
Its:
Chief Financial Officer
|
|
Peat
Panama S.A.
/s/
Xxxxxx Xxxxx
By:
Xxxxxx Xxxxx
Its:
President
|
Changuinola
S.A.
/s/
Xxxxxx Xxxxx
By:
Xxxxxx Xxxxx
Its:
President
|
SECURITY
AGREEMENT
SCHEDULE
1
TO
Legal
Name, Jurisdiction of Organization, Organization Type,
Organizational
Identification Numbers
|
Legal
Name
|
Jurisdiction
of Organization; Type
|
Organizational
Identification Number
|
Grantor
Locations
Company Chief
Executive Office Other
Offices:
Grantor
Changuinola
PP
Exhibit
A
Peat
Certificates
|
Certificate
#
|
Issuer
|
Peat
Evidenced Thereby
|
Certificate
Value
|
Date
of Delivery of Peat
|
Date
of Issuance
|
