EXHIBIT 10(B) - MATERIAL CONTRACTS
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PLEDGE AND SECURITY AGREEMENT, dated as February 1, 1996, by and among
METAL RECOVERY TECHNOLOGIES, INC., a Delaware corporation, having an address at
000 X. 000xx Xxxxxx, Xxxx Xxxxxxx XX 00000 (herein referred to as "MRTI" or
"Debtor"), PLENBRICK, LTD., having an address at The Creche Building, Upper Main
Street, P.O. Box 116 Road Town, Tortola B.V.I., individually and as agent for
certain other parties, and METAL RECOVERY INDUSTRIES (U.S.), INC., a Delaware
corporation, having an address at 000 X. 000xx Xxxxxx, Xxxx Xxxxxxx, XX 00000
(herein referred to as "MRIUS"), and the Secured Parties (as hereinafter
defined) identified on Exhibit A hereto.
WITNESSETH:
WHEREAS, Debtor owns all of the issued and outstanding capital stock of
MRIUS, a Delaware corporation (herein referred to as "MRIUS" or the
"Subsidiary"); and
WHEREAS, the Secured Parties (as hereinafter defined) have made, or
have agreed to make, certain loans to Debtor which are convertible into shares
of common stock of Debtor; and
WHEREAS, Debtor wishes to extend the maturities of such loans; and
WHEREAS, the Secured Parties are concerned about continuing delays in
the completion and operation of the Debtor's dezincification facility located in
East Chicago, Indiana (the "Facility") and desire, as a condition of extending
their loans and the maturities thereof, to be assured as to the timely
completion of the Facility and against changes in the control and management of
Debtor; and
WHEREAS, the Secured Parties also desire that repayment of their loans
be secured; and WHEREAS, Debtor is willing, in order to induce the
Secured Parties (i) to make or extend loans to
Debtor, and (ii) to make loans and extend credit to Subsidiary, the repayment of
which will be guaranteed by Debtor, to grant to the Collateral Agent (as
hereinafter defined), for the pro rata benefit of the Secured Parties, a
security interest under the Uniform Commercial Code in all of Debtor's assets
and properties, tangible and intangible, now existing or hereafter acquired, for
the purpose of securing (x) the timely repayment by Debtor of all such loans and
extensions of credit and (y) the full and complete performance by Debtor of
Debtor's obligations under guarantees by Debtor of the timely repayment of loans
and extensions of credit made to Subsidiary; and
WHEREAS, Debtor is also willing to provide certain protections to the
Secured Parties against changes in the control and management of MRIUS; and
WHEREAS, Plenbrick, Ltd. has agreed to hold the Collateral under this
Agreement for itself and as agent for all other Secured Parties (Plenbrick,
Ltd., in such capacity, being herein referred to as the "Collateral Agent"), as
hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and intending to be
legally bound hereby, the parties hereto do hereby agree as follows:
1. Loans.
(a) The parties whose names and addresses are set forth on
Exhibits A and B have heretofore made loans to MRTI or have agreed to make loans
to MRTI. Exhibit A sets forth the names of parties having made, or having agreed
to make, loans, the respective amounts lent or to be lent, and the maturities,
interest rates and conversion rights with respect thereto. All of the foregoing
parties are hereinafter sometimes referred to as the "Secured Parties." The
Secured Parties have designated Plenbrick, Ltd. as the Collateral Agent
hereunder, with the rights, powers and obligations set forth in this Agreement.
(b) Debtor has requested, and the Secured Parties have agreed,
that the terms of their existing loans or commitments referred to on Exhibit A,
shall be modified as set forth on Exhibit A. In order to induce the Secured
Parties to enter into the loan amendments or modifications described on Exhibit
A, Debtor has agreed to execute and deliver this Agreement, to grant and create
the security interest granted and arising hereunder, and to create certain
rights in favor of the Secured Parties respecting the exchange of indebtedness
of Debtor to the Secured Parties for shares of common stock of MRIUS, all as
more particularly set forth. New promissory notes or other evidences of
indebtedness may be issued to the Secured Parties to evidence the modified terms
of such loans, but the failure to do so shall not affect the validity or
enforceability of the loans as so modified hereby.
(c) The Secured Parties and Debtor hereby agree that, with the
consent of Debtor and of either the Collateral Agent or of Secured Parties at
the time owning a majority in interest of the aggregate principal amount of
indebtedness owed by Debtor to all Secured Parties, parties hereafter making
loans or advances, or renewals thereof, to Debtor may become entitled to the
benefits of this Agreement and in such event shall be deemed to be Secured
Parties hereunder with the same force and effect as though they were Secured
Parties as of the date of this Agreement. The Secured Parties identified on
Exhibit A and all other persons or entities who hereafter make loans or extend
credit to Debtor and become entitled to the benefits of this Agreement are
hereinafter collectively referred to as Secured Parties, and individually as a
Secured Party.
2. Right to Convert Loans.
In order to induce the Secured Parties to extend, modify or renew their
existing loans to Debtor, or to extend new loans to Debtor or to Subsidiary (the
said loans being herein individually and collectively termed "Indebtedness"),
the Debtor hereby agrees that, in addition to any rights which a Secured Party
may have to convert Indebtedness into common shares of MRTI ("MRTI Shares"), the
Collateral Agent, acting on behalf of the Secured Parties, shall have the
additional rights hereinafter set forth in the event that (i) holders of Class A
Preferred Stock of MRTI exercise, or threaten or purport to exercise, the right
to elect a majority of the directors of MRTI, or (ii) Collateral Agent shall
determine that any litigation now or hereafter pending against Debtor would, if
adversely determined have a material adverse affect on Debtor's financial
condition or business. Following the occurrence of such an event (an "Exchange
Event") and during its continuance, the Collateral Agent, on behalf of the
Secured Parties, shall have a one-time right (the "Exchange Right"), exercisable
by written notice to Debtor, to exchange Indebtedness having an aggregate
principal amount of not less than $2,000,000 for that number of fully-paid and
non-assessable shares of the common stock of MRIUS ("MRIUS Shares") as shall
represent a majority of all then issued and outstanding shares of MRIUS (giving
effect to the issuance of MRIUS Shares hereunder). The Collateral Agent shall
exercise the Exchange Right on behalf of Secured Parties so electing, provided
that Secured Parties owning a majority in principal amount of the Indebtedness,
but not less than $2,000,000, so direct. A Secured Party may not elect to
exercise the Exchange Right as to less than all Indebtedness owned by it.
Exchange of Indebtedness for MRIUS Shares shall be effected by the
Collateral Agent (acting for such purpose as agent for Debtor) causing to be
issued and delivered, free and clear of the security interest created hereby, to
the Secured Parties so electing, the respective number of MRIUS Shares to which
each is entitled, which shall be pro rata to their respective shares of the
total Indebtedness outstanding, calculated as of the date when the Exchange
Right is exercised. The Indebtedness owned by a Secured Party shall be deemed
canceled upon delivery to it of MRIUS Shares hereunder, and the Secured Party
shall so confirm in writing.
Following the occurrence of an Exchange Event, the MRIUS Shares, if not
required to be issued to the Collateral Agent, shall continue to be held in
pledge by the Collateral Agent, upon all of the terms and conditions hereof.
MRTI and Debtor each covenant that they shall, at their sole cost and
expense, take all corporate and other actions, including all necessary filings
with the SEC and any other regulatory authorities, required in order that there
shall be issued to each party hereto the number of MRIUS Exchange Shares to
which such Secured Party is entitled as aforesaid, in consideration of the
cancellation of the Indebtedness. The Collateral Agent, acting on behalf of the
Secured Parties, may enforce the provisions hereof by appropriate action for
equitable relief. MRIUS hereby appoints the Collateral Agent as the agent and
attorney-in-fact of MRIUS, with power of substitution, for purposes of doing all
acts and things, and executing all documents, necessary or convenient to effect
the exercise of the Exchange Right and the transfer of the MRIUS shares into the
names of the Exchange Agent and of the Secured Parties. Such agency shall be
deemed coupled with an interest and irrevocable until payment in full of the
Indebtedness. Debtor shall reimburse the Collateral Agent for all costs and
expenses incurred in enforcing the provisions hereof and the Collateral Agent
shall retain a security interest to secure Debtor's obligations for
reimbursement hereunder.
3. Debtor's Grant of Security Interest in Collateral.
Debtor hereby grants to the Collateral Agent, for its benefit and for
the benefit of all of the Secured Parties, as security for the repayment of the
Indebtedness, including all interest due or to become due thereon and of all
other sums payable hereunder and the performance of (a) all obligations of
Debtor under this Agreement (b) the payment and performance of all obligations
arising under and pursuant to any loans or extensions of credit which, by their
terms, are entitled to the benefit hereof and (c) the payment and performance of
all obligations arising under any guarantees by Debtor of loans or extensions of
credit made to Subsidiary which, by their terms, are entitled to the benefits
hereof (all such obligations and indebtedness being herein collectively referred
to as the "Obligations") a security interest in all of the Debtor's right, title
and interest in the following described property (collectively referred to as
the "Collateral"):
(i) (A) All shares of the capital stock of the Subsidiary and
of any other corporations which are subsidiaries of Debtor (the
"Pledged Securities"), together with any additional securities or other
property hereafter issued by way of a dividend or distribution thereon
and any proceeds thereof and any securities issued in exchange for the
Pledged Securities; and
(B) All other proceeds or other distributions in
respect of any or all of the Pledged Securities or any replacements or
substitutions thereto or therefor and all proceeds generated by the
sale or disposition thereof.
(ii) all of Debtor's personal property and fixtures, wherever
located, whether now owned or hereafter acquired or created, including,
without limitation, all of Debtor's right, title and interest in and to
the items and types of property described below and the products and
proceeds thereof:
(A) all accounts, accounts receivable, all rights to
receive the payment of money or other consideration under
present or future contracts or by virtue of services rendered,
merchandise sold or leased, advances made or other
consideration given, whether or not earned by performance and
whether or not evidenced by or set forth in or arising out of
any present or future chattel paper, note, draft, lease,
acceptance, writing, bond, insurance policy, instrument,
document or general intangible, and all extensions and
renewals of any thereof, all rights under or arising out of
present or future contracts, agreements or general
intangibles, including, without limitation, all payments under
licensing agreements or arrangements, and all claims for tax
refunds, if any, all claims or causes of action which it may
now or hereafter have whether arising in connection with or
under any agreement or document or by operation of law or
otherwise, including, without limitation, all present and
future indebtedness and obligations of any affiliate or
subsidiary to it, including specifically, but without
limitation, indebtedness of the Subsidiary to the Debtor
arising pursuant to loans or advances made to the Subsidiary
from the proceeds of the Indebtedness wherever any of the
foregoing may be located and whether the same are owned by the
Debtor on the date hereof or are hereafter acquired or
created;
(B) all inventories of every nature, including,
without limitation, all goods held for sale or lease or
furnished or to be furnished under contracts of service, all
raw materials, work in process and finished goods, and all
supplies, materials and products of every nature and
description used or usable, consumed or consumable in
connection with the manufacture, packing, shipping,
advertising, selling, leasing or furnishing of such goods and
all right, title and interest in merchandise which gives rise
to any or all of the foregoing, wherever any of the foregoing
may be located and whether the same are owned by the Debtor on
the date hereof or are hereafter acquired or created;
(C) all equipment, machinery, apparatus, chattels,
tools, dies, jigs, molds, parts, machine tools, trucks,
automobiles, vehicles, rolling stock, furniture, furnishings,
fixtures and supplies, of every nature, wherever any of the
foregoing may be located and whether the same are owned by the
Debtor on the date hereof or are hereafter acquired or
created, and all additions, accretions and accessories thereto
and substitutions and replacements of any of the foregoing and
all parts and equipment which may be attached to or usable in
any way in connection with or which are necessary for the
operation and use of such personal property wherever any of
the foregoing may be located and whether the same are owned by
the Debtor on the date hereof or are hereafter acquired or
created;
(D) all documents and chattel paper, wherever any of
the foregoing may be located and whether the same are owned by
the Debtor on the date hereof or are hereafter acquired or
created;
(E) all general intangibles of every nature,
including, without limitation, patents, patent applications,
trademarks, licensing agreements, royalty payments,
copyrights, service names, service marks, logos, goodwill and
rights of indemnification, whether the same are owned by the
Debtor on the date hereof or are hereafter acquired or
created;
(F) all books, correspondence, credit files, customer
lists, records and other documents relating to the
above-described types of property, including, without
limitation, all tapes, cards, runs and other papers and
documents in the possession or control of the Debtor, or any
affiliate or subsidiary of the Debtor or any computer service
bureau, wherever any of the foregoing may be located and
whether the same are owned by the Debtor on the date hereof or
are hereafter acquired or created;
(G) all rights in, to and under policies of insurance
of every kind and nature covering the Collateral, including,
without limitation, claims or rights to payment and proceeds
heretofore or hereafter arising therefrom with respect to the
above-described types of property, whether the same are owned
by the Debtor on the date hereof or are hereafter acquired or
created;
(H) all fixtures;
(I) all rights in and to any proceeds from any
condemnation, in whole or in part, of all or any of the above
-described property; and
(J) all proceeds, product, offspring, rents or
profits of any or all of the property described above in
clauses (A) through (I) of this Subsection (ii) and any
replacements, additions, accessions or substitutions thereto
or therefor, afteracquired property in respect thereof and
proceeds generated by the sale, casualty loss or disposition
thereof.
The Security interest created hereunder shall be held by the Collateral Agent
for the respective pro rata benefit of all parties who are from time to time
Secured Parties hereunder, determined based on the respective principal amounts
of Indebtedness held by all such Secured Parties at any time and from time to
time; and the pro rata interests of all such Secured Parties shall be pari passu
in priority of payment.
4. Delivery of Pledged Securities.
The Pledged Securities shall be evidenced by certificates, all of which
shall be delivered to and held in the possession of the Collateral Agent or such
other person as the Collateral Agent may designate. In the event that the
Collateral Agent so designates any such person to take possession of the Pledged
Securities, such person shall be entitled to all rights and benefits of the
Collateral Agent contained in this Pledge and Security Agreement, and all
references herein to the "Collateral Agent" shall be deemed to include
references to such other person. Upon delivery to the Collateral Agent, any
Pledged Securities in certificated form shall be in suitable form for transfer
by delivery or shall be accompanied by duly executed instruments of transfer or
assignment in blank, with signatures appropriately guaranteed, all in form and
substance satisfactory to the Collateral Agent. All other property comprising
part of the Collateral shall be accompanied by proper instruments of assignment
duly executed by the Debtor and such other instruments or documents as the
Collateral Agent may reasonably request.
5. Warranties, Covenants and Agreements of the Debtor and the
Cooperative Corporation. Debtor warrants, covenants and agrees that:
(a) Except for the security interest granted hereby, the
Debtor is, and as to the collateral acquired after the date hereof the
Debtor shall and will be at the time of acquisition, the owner and
holder of the Collateral free from any adverse claim, security
interest, encumbrance, lien, charge, or other right, title or interest
of any person other than the Collateral Agent and covenants that at all
times the Collateral will be and remain free of all such adverse
claims, security interests or other liens or encumbrances; the Debtor
has full power and lawful authority to enter into this Pledge and
Security Agreement and to sell, assign and transfer the Collateral to
the Collateral Agent and to grant to the Collateral Agent a first and
prior security interest therein as herein provided, all of which have
been authorized by all necessary corporate action; the execution and
delivery and the performance hereof are not in contravention of any
charter or by-law provision or of any indenture, agreement or
undertaking to which the Debtor is a party or by which its property or
the Pledged Securities are bound; this Pledge and Security Agreement
constitutes the legal, valid and binding obligation of the Debtor,
enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity
principles; and the Debtor will defend the Collateral against all
claims and demands of all persons at any time claiming the same or any
interest therein. Any officer, agent or representative acting for or on
behalf of the Debtor in connection with this Pledge and Security
Agreement or any aspect hereof, or entering into or executing this
Pledge and Security Agreement on behalf of the Debtor, has been duly
authorized so to do, and is fully empowered to act for and represent
the Debtor in connection with this Pledge and Security Agreement and
all matters related thereto or in connection therewith.
(b) (i) As long as any amount remains unpaid on the
Indebtedness, (a) the Debtor will not enter into or execute any
security agreement or any financing statement covering the Collateral,
other than those security agreements and financing statements in favor
of the Collateral Agent hereunder, and further (b) there will not be on
file in any public office any financing statement or statements (or any
documents or papers filed as such) covering the Collateral, other than
financing statements in favor of the Collateral Agent hereunder, unless
in any case the prior written consent of the Collateral Agent shall
have been obtained.
(ii) Debtor hereby authorizes the Collateral Agent to
file, in its discretion, in jurisdictions where this authorization will
be given effect, a financing statement signed only by the Collateral
Agent covering the Collateral, and hereby appoints the Collateral Agent
as the Debtor's attorney-in-fact to sign and file any such financing
statements covering the Collateral. At the request of the Collateral
Agent, the Debtor will join the Collateral Agent in executing such
documents as it may determine, from time to time, to be reasonably
necessary or desirable under provisions of the Indiana Uniform
Commercial Code or of any law in any other jurisdiction which the
Collateral Agent deems applicable to the Collateral; without limiting
the generality of the foregoing, the Debtor agrees to join the
Collateral Agent, at its request, in executing one or more financing
statements in form satisfactory to it, and the Debtor will pay the
costs of filing or recording the same, or of filing or recording this
Pledge and Security Agreement, in all public offices at any time and
from time to time, whenever filing or recording of any such financing
statement or of this Pledge and Security Agreement is deemed by the
Collateral Agent to be necessary or desirable. In connection with the
foregoing, it is agreed and understood between the parties hereto (and
the Collateral Agent is hereby authorized to carry out and implement
this agreement and understanding and the Debtor hereby agrees to pay
the costs thereof) that the Collateral Agent may, at any time or times,
file as a financing statement any counterpart, copy or reproduction of
this Pledge and Security Agreement. The Debtor hereby acknowledges that
the duties of the Collateral Agent with respect to the collateral are
ministerial in nature and, notwithstanding anything in this Pledge and
Security Agreement to the contrary, neither the Collateral Agent nor
any of its employees, directors, or agents shall be liable to any party
whatsoever in respect of any duties hereunder absent willful misconduct
or gross negligence.
(c) All dividends, payments of interest or principal and other
distributions of every character made upon or in respect of the
Collateral or any part thereof shall be deemed to be Collateral and
shall be paid directly to and shall be held by the Collateral Agent as
additional Collateral pledged under and subject to this Pledge and
Security Agreement.
(d) The chief executive offices of and other places of
business of the Debtor are located, and the books and records relating
to the Collateral are located, as of the date hereof, at the address
set forth, and the Debtor will not change any of the same or its name
without 30 days' prior written notice to and consent of the Collateral
Agent (which consent will not be unreasonably withheld);
(e) All Uniform Commercial Code filings required to perfect
the security interest (to the extent perfectable by such filings) of
the Collateral Agent in the Collateral have been made or will be made
within one day of the date hereof, and evidence thereof has been or
will be delivered to the Collateral Agent within seven days of the date
received by Debtor.
6. Events of Default.
(a) The occurrence of any one of the following events shall constitute
a default ("Event of Default") by Debtor under this Agreement: (a) if Debtor
fails or neglects to perform, keep or observe any term, provision, condition,
covenant, warranty or representation contained in this Agreement or in the Other
Agreements, which is required to be performed, kept or observed by Debtor; (b)
if the Collateral Agent or any Secured Party demands payment when due under any
note or other evidence of indebtedness representing indebtedness executed by
Debtor, a true copy of which shall have been delivered to Collateral Agent; (c)
if Debtor fails to pay any of Debtor's liabilities, when due and payable or
declared due and payable; (d) if the Collateral or any other of Debtor's assets
are attached, seized, subjected to a writ of distress warrant, or are levied
upon, or become subject to any lien, or come within the possession of any
receiver, trustee, custodian or assignee for the benefit of creditors; (e) if
Debtor or any Guarantor of Debtor's liabilities becomes insolvent or generally
fails to pay, or admits in writing its inability to pay, debts as they become
due, if a petition under Xxxxx 00, Xxxxxx Xxxxxx Code or any similar law or
regulation shall be filed by or against Debtor or if Debtor shall make an
assignment for the benefit of its creditors or if any case or proceeding is
filed by or against Debtor for its dissolution or liquidation or if Debtor is
enjoined, restrained or in any way prevented by court order from conducting all
or any material part of its business affairs; (f) if a notice of lien, levy or
assessment is filed of record or given to Debtor with respect to all or any of
Debtor's assets by any federal, state or local department or agency; (g) if a
contribution failure occurs with respect to any pension plan maintained by
Debtor or any corporation, trades or business that is, along with Debtor, a
member of a controlled group of corporations or controlled group of tracks or
businesses (as described in Section 414(b) and (c) of the Internal Revenue Code
of 1986 or Section 4001, of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA") sufficient to give rise to a lien under Section 302(f) of
ERISA; (h) if Debtor is in default in the payment of any obligations;
indebtedness or other liabilities to any third parties and such default is
declared and is not cured within the time, if any, specified therefor in any
agreement governing the same; (i) the death or incompetency of Debtor, or the
appointment of a conservator for all or any portion of Debtor's assets; (j) the
reasonable insecurity of the Collateral Agent; (k) the failure of Debtor (A) to
complete the Facility on or before April 15, 1996, or (B) to commence active
operations at the Facility on or before May 1, 1996, unless Debtor shall,
immediately upon demand of the Collateral Agent, take all steps necessary and
effective, in the reasonable judgment of the Collateral Agent, forthwith to
remedy the circumstances giving rise to any such failure; or (l) a "change of
control" of Debtor (as hereinafter defined) shall occur; or (m) Collateral Agent
shall determine that any litigation now or hereafter pending against Debtor
would, if adversely determined, have a material adverse affect on debtor's
financial condition or business.
(b) As used herein, the following terms shall have the following
meanings:
(i) "Change of Control" shall mean a change in control of a
nature that would be required to be reported by Debtor in response to either (i)
Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or (ii) Item 1(a) of a
Current Report on Form 8-K, each as in effect on the date hereof; provided that,
without limitation, a Change in Control shall be deemed to have occurred if,
while any of the Indebtedness is outstanding:
(A) there shall be consummated (i) any consolidation, merger, or
recapitalization of MRTI or any similar transaction involving MRTI, in which
MRTI is not the continuing or surviving corporation or pursuant to which shares
of MRTI's common stock ("Common Stock"), would be converted into cash,
securities or other property, other than a merger of MRTI in which the holders
of MRTI's Common Stock immediately prior to the merger have the same proportion
and ownership of common Stock of the surviving corporation immediately after the
merger, (ii) any sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all, or substantially all, of the assets of
MRTI, (iii) the adoption of a plan of complete liquidation of MRTI (whether or
not in connection with the sale of all or substantially all of MRTI's assets) or
a series of partial liquidations of MRTI that is de jure or de facto part of a
plan of complete liquidation of MRTI, or (iv) any other transaction after which
Common Stock is no longer to be publicly traded, provided (x) that the
divestiture of less than substantially all of the assets of MRTI in one
transaction or a series of related transactions, whether effected by sale,
lease, exchange, spin-off, sale of the stock or merger of a subsidiary or
otherwise, or (y) a transaction solely for the purpose of reincorporating MRTI
in another jurisdiction, shall not constitute a Change in Control; (iv) if a
majority of the members of the Board of Directors of MRTI shall consist of
persons who were not elected either (A) by vote of the holders of the requisite
number of shares of common stock of MRTI entitled to vote for the election of
directors (i) acting at a meeting called for such purpose or (ii) acting by
written consent, or (B) by the then acting directors of MRTI; or (v) an Exchange
Event of the type defined in clause (i) of Section 2 hereof shall occur.
(B) any "person" or "group", within the meaning of Sections 13(d) and 14(d)
(2) of the Exchange Act, (i) becomes the "beneficial owner" as defined in Rule
13d-3 under the Exchange Act of 50% or more of the combined voting power of the
then outstanding voting securities of MRTI, otherwise than through a transaction
or transactions arranged by, or consummated with the prior approval of, the
Board of Directors of MRTI, or (ii) acquires by proxy or otherwise, 50% or more
of the combined voting securities of MRTI, granting the right to vote for the
election of directors of MRTI, for any merger or consolidation of MRTI or for
any other matter or question other than through an arrangement or arrangements
consummated with the prior approval of the Board of Directors of MRTI.
(ii) an "Affiliate" of a specified person shall mean a person
who directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person specified. 7. Rights
of the Collateral Agent and the Debtor Related to Collateral.
Upon the occurrence and during the continuance of an Event of Default
after the expiration of any grace period applicable thereto hereunder:
(a) The Collateral Agent shall be entitled to exercise against
any account debtor or obligor, any or all rights, power and remedies of
an obligee under any deferred payment obligation or account, accounts
receivable, note, document, instrument or general intangible
constituting part of the Collateral, including, without limitation, the
right to notify such account debtor or obligor to make all payments
under such account, account receivable, note, document, instrument or
general intangible directly to Collateral Agent and to exercise such
other rights and remedies as are provided for herein, at law, in equity
or under the Uniform Commercial Code, or to restrain from doing so; and
shall be entitled to prosecute any action, suit or proceeding with
respect to such accounts, accounts receivable, documents, instruments
or general intangibles, settle, compromise or release, in whole or in
part, any amounts owing on any such account, account receivable,
document, instrument or general intangible or any property securing the
payment of same, make allowances thereon and adjustments thereto, file
proofs of claim with respect thereto and take such other steps as the
Agent, in its sole and absolute discretion, deems to be necessary in
order to realize thereon, and
(b) shall be entitled to exercise in respect of the
Collateral, in addition to all other rights, powers and remedies
specifically provided for herein, all rights and remedies of a secured
party on default under the Uniform Commercial Code and under any other
applicable law as in effect in any relevant jurisdiction, all without
liability except to account for property actually received by it,
but the Collateral Agent shall have no duty to exercise, and the Secured Parties
shall have no duty to request the exercise of, any of the aforesaid rights,
privileges or options and neither the Collateral Agent nor any Secured Party
shall be responsible for any failure to do so or delay in so doing.
Unless an Event of Default then exists, or unless otherwise provided by
the provisions of the Credit Agreement, the Debtor shall have the right to
receive all income from or dividends (other than dividends arising out of a
complete or partial liquidation of the payor thereto) on or interest or
principal payment on the Collateral, and if the Collateral Agent receives any
such income or dividends or interest or principal payment prior to the
occurrence of an Event of Default, the Collateral Agent shall pay the same
promptly to the Debtor, except that in the case of securities or other property
distributed by way of a dividend or otherwise with respect to the Collateral,
such securities or other property shall be promptly delivered to the Collateral
Agent in the manner described in Section 2 hereof to be held as Pledged
Securities or other Collateral hereunder. Upon the occurrence and during the
continuance of an Event of Default, the Debtor will not demand or receive any
income from or dividends or interest or principal payment on the Collateral, and
if the Debtor receives any such income or interest or principal payment without
any demand by it, the same shall be held by the Debtor in trust for the
Collateral Agent in the same medium in which received, shall not be commingled
with any assets of the Debtor and shall be delivered to the Collateral Agent in
the form received, properly endorsed to permit collection, not later than the
next business day following the day of its receipt. The Collateral Agent may
apply the net cash received from such income or interest or principal payment to
payment of the Obligations, provided that the Collateral Agent shall account for
and pay over to the Debtor any such income or interest remaining after payment
in full of the Obligations then outstanding.
8. Collateral Agent's Appointment as Attorney-in-Fact.
The Debtor hereby irrevocably constitutes and appoints the Collateral
Agent and any officer or agent thereof, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of the Debtor and in the name of the Debtor or in its own
name, from time to time in the Collateral Agent's discretion, for the purpose of
carrying out the terms of this Pledge and Security Agreement, to take any and
all appropriate action and, provided that Debtor's obligations are not thereby
enlarged beyond those contained herein or required to protect Collateral Agent's
rights hereunder, to execute any and all document and instruments which may be
necessary or desirable to accomplish the purposes of this Pledge and Security
Agreement. Without limiting the generality of the foregoing, Debtor hereby gives
the Collateral Agent the power and right, on behalf of the Debtor, without
notice to or assent by the Debtor to do the following:
(i) To ask, demand, collect, receive and give acquittances and
receipts for any and all monies due and to become due under any
Collateral and, in the name of the Debtor or its own name, the name of
its nominee, or otherwise, to take possession of and endorse and
collect any checks, drafts, notes, acceptances or other instruments for
the payment of monies due under any Collateral and to file any claim or
to take any other action or proceeding in any court of law or equity or
otherwise deemed appropriate by the Collateral Agent for the purpose of
collection any and all such monies due under any Collateral whenever
payable;
(ii) To pay or discharge taxes, liens, security interests or
other encumbrances levied or placed on or threatened against the
Collateral, to effect any repairs or any insurance called for by the
terms of this Pledge and Security Agreement and to pay all or any part
of the premiums therefor and the costs thereof; and
(iii) (A) To direct any party liable for any payment under any
of the Collateral to make payment of any and all monies due and to
become due thereunder directly to the Collateral Agent or as the
Collateral Agent shall direct;
(B) In addition to other rights provided for herein,
to receive payment of and receipt or any and all monies, claims and
other amounts due and to become due at any time in respect of or
arising out of any Collateral;
(C) To sign and endorse any assignments and notices
in connection with accounts and other documents relating to the
Collateral;
(D) To commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction
to collect the Collateral or any part thereof and to enforce any other
right in respect of any Collateral;
(E) To defend any suit, action or proceeding brought
against such Debtor with respect to any Collateral;
(F) To settle, compromise or adjust any suit, action
or proceeding described above and, in connection therewith, to give
such discharges or releases as the Collateral Agent may deem
appropriate;
(G) To assign, license or, to the extent permitted by
an applicable license, sublicense, whether general, special or
otherwise, and whether on an exclusive or nonexclusive basis any
copyright, service xxxx, patent or trademark owned by the Debtor (along
with the goodwill of the business to which such trademark pertains),
throughout the world for such term or terms, on such conditions, and in
such manner, as the Collateral Agent shall in its reasonable discretion
determine; and
(H) Generally to sell, transfer, pledge, make any
agreement with respect to or otherwise deal with any of the Collateral
in such manner as is consistent with the Uniform Commercial Code or
applicable law and as fully and completely as though the Collateral
Agent were the absolute owner thereof for all purposes and to do, at
the Collateral Agent's option and the Debtor's expense, at any time, or
from time to time, all acts and things which the Collateral Agent deems
necessary to protect, preserve or realize upon the Collateral and the
Collateral Agent's security interest therein, in order to effect the
intent of this Pledge and Security Agreement, all as fully and
effectively as the Debtor might do. The Collateral Agent agrees to
forbear from exercising the power granted by the Debtor under this
Section 6 as long as no Event of Default shall have occurred and be
continuing. The Debtor hereby ratifies all that said attorney-in-fact
shall lawfully and without violation of the rights of any third party
do or cause to be done by virtue hereof. This power of attorney is a
power coupled with an interest and shall be irrevocable until full and
indefeasible payment and satisfaction of the Obligations.
(a) The powers conferred on the Collateral
Agent hereunder are solely to protect its interests in the
Collateral and shall not impose any duty upon it to exercise
any such powers. The Collateral Agent shall be accountable
only for amounts that it actually receives as a result of the
exercise of such powers and neither it nor any of its
officers, directors, employees or agents shall be responsible
to the Debtor for any act or failure to act, except for their
own gross negligence or willful misconduct.
(b) The Debtor also authorizes the
Collateral Agent, at any time from and after the occurrence
and during the continuation of an Event of Default, (i) to
communicate in its own name with any party to any contract,
agreement or arrangement to which the Debtor is a party and
which constitutes Collateral with regard to the continuation,
amendment, assignment, notation, discharge or termination
thereof and other matters relating thereto and (ii) to
execute, in connection with any sale provided for in this
Pledge and Security Agreement, any endorsements, assignments
or other instruments of conveyance or transfer with respect to
the Collateral.
(c) If the Debtor fails to perform or comply
with any of its agreements contained herein and the same
continues after notice of Collateral Agent's intention to do
so, and the Collateral Agent, as provided for by the terms of
this Pledge and Security Agreement, may itself perform or
comply, or otherwise cause performance or compliance, with
such agreement, the expenses of the Collateral Agent incurred
in connection with such performance or compliance (together
with interest thereon from and after the date of payment of
such expenses by the Collateral Agent at the Default Rate
(hereinafter defined) shall be payable by the Debtor to the
Collateral Agent on demand and shall constitute Obligations
secured hereby.
9. Special Provisions for Pledged Securities, etc.
The Debtor hereby acknowledges that the sale by the Collateral Agent of
any Pledged Securities pursuant to the terms hereof in compliance with the
Securities Act of 1933 (as now in effect or as hereafter amended), or any
similar stature hereafter adopted with similar purpose or effect (the
"Securities Act"), as well as applicable blue sky or other state securities
laws, may require strict limitations as to the manner in which the Collateral
Agent or any subsequent transferee of the Pledged Securities may dispose of such
securities. The Debtor acknowledges that to the extent the Pledged Securities
are sold in a private sale, the sales price therefor may be less than a sales
price that might have been otherwise obtainable. The Debtor acknowledges the
reasonableness of a sale in such a manner under such circumstances.
10. Further Assurances.
The Debtor agrees to take such actions and to execute such stock or
bond powers and such other or different instruments and writings as the
Collateral Agent may request (and irrevocably authorizes the Collateral Agent to
execute such writings as the Debtor's agent and attorney-in-fact) further to
perfect, confirm and assure the Collateral Agent's security interest in the
Collateral and to assist the Collateral Agent's realization thereon in
accordance with the terms of this Pledge and Security Agreement, including,
without limitation the right to receive, endorse, and collect all instruments
made payable to the Debtor representing any dividend, interest payment or other
distribution in respect of the Collateral or any part thereof.
11. Rights and Remedies of the Collateral Agent upon Default. If an Event
of Default shall have occurred and be continuing:
(a) The Collateral Agent shall have and may exercise with
reference to the Collateral and the Obligations, in addition to all other
rights, powers and remedies provided for in this Agreement, any or all of the
rights and remedies of a secured party under the Uniform Commercial Code in
effect in the State of Indiana, and as otherwise granted herein or under any
other applicable law or under any other agreement now or hereafter in effect
executed by the Debtor, including, without limitation, the right and power to
sell, at public or private sale or sales, or otherwise dispose of, or otherwise
utilize the Collateral and any part or parts thereof in any manner authorized or
permitted under said Uniform Commercial Code after default by a debtor, and to
apply the proceeds thereof toward payment of any costs and expenses and
attorney's fees and expenses thereby incurred by the Collateral Agent and toward
payment of the Obligations. Specifically and without limiting the foregoing, the
Collateral Agent shall have the right to take possession of all or any part of
the Collateral or any security therefor and all books, records, papers and
documents of the Debtor or in the Debtor's possession or control relating to the
Collateral which are not already in the Collateral Agent's possession, and for
such purpose may enter upon any premises upon which any of the Collateral or any
security therefor or any of said books, records, papers and documents are
situated and remove the same therefrom without any liability for trespass or
damages thereby occasioned. The Debtor agrees that, to the extent permitted by
law, notice given in the manner provided in Paragraph ___ hereof at least thirty
(30) days before the time of the sale or disposition of any of the Collateral
(or any agreement related thereto) shall be deemed reasonable and shall fully
satisfy any requirement for giving of said notice, such notice being intended to
permit the Debtor an opportunity for it or any of its designees to bid on and
purchase any such Collateral or to otherwise cure the Event of Default hereunder
precipitating such proposed sale or disposition. The Collateral Agent shall not
be obligated to make any sale of Collateral regardless of notice of sale having
been given. The Collateral Agent may adjourn any public or private sale.
(b) The Collateral Agent or its nominee or nominees shall have
the sole and exclusive right (but not obligation) to exercise all voting and
consensual powers pertaining to the Collateral or any part thereof and may
exercise such powers in such manner as the Collateral Agent may elect.
(c) All dividends, payments of interest or principal and other
distributions of every character made upon or in respect of the Collateral or
any part thereof shall be deemed to be Collateral and shall be paid directly to
and shall be held by the Collateral Agent as additional Collateral pledged under
and subject to this Pledge and Security Agreement.
(d) All rights to marshaling assets of the Debtor, including
any such right with respect to the Collateral, are hereby waived by the Debtor.
(e) All recitals in any instrument of assignment or any other
instrument executed by the Collateral Agent incident to sale, transfer,
assignment or other disposition of the Collateral or any part thereof hereunder
shall be full proof of the matters stated therein and no other proof shall be
requisite to establish full legal propriety of the sale or other action taken by
the Collateral Agent or of any fact, condition or thing incident thereto and all
prerequisites of such sale or other action or of any fact, condition or thing
incident thereto shall be presumed conclusively to have been performed or to
have occurred.
So long as no Event of Default shall have occurred and be continuing:
(a) The Debtor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Pledged Securities or any
part thereof for any purpose not inconsistent with the terms of this Pledge and
Security Agreement; and
(b) The Collateral Agent shall execute and deliver (or cause
to be executed and delivered) to the Debtor all such proxies and other
instruments as the Debtor may reasonably request for the purpose of enabling the
Debtor to exercise the voting and other rights which it is entitled to exercise
pursuant to this Paragraph 9.
12.Usury, etc.
Nothing in this Agreement or in any agreement governing or applicable
to the Indebtedness between any Secured Party and the Debtor shall require the
Debtor to pay, or the Collateral Agent to accept, interest in an amount which
would exceed the maximum rate permitted under applicable law or which would
subject the Collateral Agent to any penalty or forfeiture under applicable law.
In the event that the payment of any charges, fees or other sums due hereunder
or under any such other agreement, which are held to be in the nature of
interest would subject the Collateral Agent to any penalty or forfeiture under
applicable law, then, ipso facto, the obligations of Debtor or the Debtor to
make such payment shall be reduced to the highest rate authorized under
applicable law. Should the Collateral Agent receive any payment which is or
would be in excess of the highest rate authorized under law, such payment shall
have been, and shall be deemed to have been, made in error, and shall
automatically be applied to reduce the outstanding principal balance of the
Indebtedness.
13. Right to Assign.
The Collateral Agent has the right to assign this Agreement and the
Collateral Agent's security interest in the Collateral without consent of
Debtor.
14. No Right to Redeem.
Debtor shall have no right to redeem the Collateral after a sale, and
Debtor absolutely and irrevocably specifically waives and releases any such
right.
15. Repayment of Expenses.
The Collateral Agent has the right, upon a default hereunder, to make
payments on Debtor's behalf or to take any action needed to protect the
Collateral or to defend any of the Collateral Agent's rights under this
Agreement. If Collateral Agent makes any payments or incurs any expenses in
taking such action, which may include reasonable attorney's fees, the Debtor
shall repay the Collateral Agent with interest at the lesser of (i) the maximum
rate of interest which can lawfully be charged to Debtor and (ii) the rate of
15% per annum (the "Default Rate"). Debtor shall be obligated to repay to
Collateral Agent upon demand all such payments and expenses, and the obligation
to do so shall constitute additional obligations ("Obligations") hereunder,
repayable to Collateral Agent from the proceeds of any sale of the Collateral.
If the principal balance of the Indebtedness or any other Obligation is not paid
when due, whether at maturity or by acceleration after a default or otherwise
the outstanding balance shall bear interest from the due date to the date of
payment at the Default Rate.
16. Application of Proceeds by the Collateral Agent.
In the event the Collateral Agent sells or otherwise disposes of the
Collateral in the course of exercising the remedies provided herein, any amounts
held, realized or received by the Collateral Agent pursuant to the provisions
hereof, including the proceeds of the sale of any of the Collateral or any part
thereof, shall be applied by the Collateral Agent, first, toward the payment of
any costs and expenses incurred by the Collateral Agent in enforcing this Pledge
and Security Agreement, in realizing on or protecting any Collateral and in
enforcing or collecting the Obligations, including, without limitation, the
reasonable attorneys' fees and expenses incurred by the Collateral Agent, all of
which costs and expenses are secured by the Collateral and all of which costs
and expenses the Debtor agrees to pay; second, to all accrued and unpaid
interest on the Indebtedness; third, to the unpaid principal of the
Indebtedness; fourth, to any other unpaid Obligations; and, fifth, to the Debtor
or to whomsoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct. Any amounts and any Collateral remaining
after such application and after payment to the Collateral Agents of all of the
Obligations in full shall be paid or delivered to the Debtor, its successor or
assigns, or as a court of competent jurisdiction may direct.
The Collateral Agent 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
Collateral Agent accords its own property, it being understood, without
limitation that the Collateral Agent shall not have any responsibility for
taking any necessary steps to preserve rights against any parties with respect
to any Collateral.
17. Absolute Interest.
(a) All rights of the Collateral Agent hereunder, and all
obligations of the Debtor hereunder, shall be absolute and unconditional
irrespective of (i) any lack of validity or enforceability of any agreement with
respect to the Indebtedness; (ii) any change in the time, manner or place of
payment of or in any other term of, any payment required hereby or by any
promissory note evidencing the Indebtedness or any part thereof, or any other
amendment or waiver of or any consent to any departure from any agreement or
instrument; (iii) any exchange, release or non-perfection of any Collateral, or
any release or amendment or waiver of or any consent to or departure from, any
guarantee for all or part of the Obligation; (iv) any other circumstance which
might constitute a defense available to, or a discharge of, the Debtor or the
Debtor in respect of the Indebtedness or any part thereof or this Pledge and
Security Agreement.
(b) This Pledge and Security Agreement shall not be construed
as relieving the Debtor from full liability on the Obligations and for any
deficiency thereon.
(c) The Collateral Agent is hereby subrogated to all of the
Debtor's interests, rights and remedies in respect to the Collateral and all
security now or hereafter existing with respect thereto and all guaranties and
endorsement thereof and with respect thereto, but only to the extent necessary
to satisfy the Obligations in accordance with the terms of this Pledge and
Security Agreement.
18. Additional Information.
The Debtor agrees to furnish the Collateral Agent from time to time
with such additional information and copies of such documents relating to this
Pledge and Security Agreement, the Collateral, the Obligations and their
respective financial condition as the Collateral Agent may reasonably request,
and upon request, to certify the amount of the Indebtedness at the time
outstanding, including both interest and principal.
19. Notices.
Any communication, notice or demand to be given hereunder shall be duly
given if delivered or mailed by certified or registered mail at the applicable
address set forth on the first page of this Pledge and Security Agreement, or
such other address as shall be designated by any party hereto to the other
parties hereto in a written notice delivered in accordance with the terms
hereof.
20. Indemnity and Expenses.
The Debtor agrees to indemnify the Collateral Agent, the Secured
Parties and their officers, directors and employees from and against any and all
claims, losses and liabilities growing out of or resulting from this Pledge and
Security Agreement (including, without limitation, enforcement of this Pledge
and Security Agreement and all claims and demands of all persons at any time
claiming the Collateral or any interest therein), except claims, losses or
liabilities resulting from the Collateral Agent's or its officers', directors',
or employees' or agents gross negligence or willful misconduct. The Debtor
agrees to pay on demand all out-of-pocket expenses (including the reasonable
fees and expenses of the Collateral Agent or its officers, directors, employees,
counsel, or agents) relating to the enforcement or protection of the rights of
the Collateral Agent or the Secured Parties hereunder, and further agrees that
the Collateral secures such payment.
21. No Waiver; Cumulative Rights.
No failure on the part of Collateral Agent to exercise, and no delay in
exercising any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Collateral Agent of any
right, remedy or power hereunder preclude any other or future exercise of any
other right, remedy or power. Each and every right, remedy and power hereby
granted to the Collateral Agent or allowed it by law or other agreement shall be
cumulative and not exclusive of any other, and may be exercised by the
Collateral Agent from time to time.
22. Governing Law.
This Pledge and Security Agreement and the rights and obligations of
the parties hereunder shall be governed by, and construed in accordance with,
the internal laws of the State of New York except as otherwise specifically
provided herein.
23. Termination.
This Pledge and Security Agreement shall terminate upon the repayment
in full of the Obligations (which term shall include, without limitation, the
Indebtedness) at which time the Collateral Agent shall reassign and deliver to
the Debtor such of the Collateral (if any) as shall not have been sold or
otherwise applies pursuant to the terms hereof and shall still be held by it
hereunder, together with appropriate instruments of reassignment and release.
24. Execution in Counterparts.
This Pledge and Security Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.
25. Definitions.
All non-capitalized terms used herein which are defined in the Uniform
Commercial Code of the State of Indiana shall have the meanings ascribed thereto
herein.
26. Successors and Assigns.
This Pledge and Security Agreement shall inure to the benefit of any
successors and assigns of the Secured Parties and the Collateral Agent.
27. Rights of the Collateral Agent.
(a) The Collateral Agent shall have no duties or responsibilities
except those expressly set forth in this Pledge and Security Agreement. The
Collateral Agent shall not have by reason of this Agreement a fiduciary
relationship in respect of Debtor or and Secured Party and nothing in this
Agreement, expressed or implied, is intended to or shall be construed as to
impose upon the Collateral Agent any obligations in respect of this Pledge and
Security Agreement except as expressly set forth herein.
(b) The collateral Agent shall not be responsible to any Secured Party
for any recitals, statements, information, representations or warranties herein
or in any agreement, document, certificate or a statement delivered in
connection herewith or for the execution, effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Pledge and Security
Agreement, or be required to make any inquiry concerning either the performance
or observance of any of the terms, provisions or conditions of this Pledge and
Security Agreement, or the existence of any Event of Default or any condition,
event or act which, with notice or lapse of time or both, would constitute such
and Event of Default. The Collateral Agent may resign on thirty days' written
notice to each of the Secured Parties (a copy of which notice shall be provided
to Debtor but shall not be a condition to resignation) and upon such resignation
Secured Parties holding a majority of the outstanding principal amount of the
Indebtedness (the "Required Secured Parties") will designate a successor
Collateral Agent.
(c) If the Collateral Agent shall request instructions from the Secured
Parties with respect to any act or action (including failure to act) in
connection with this Agreement, the Collateral Agent shall be entitled to
refrain from such act or taking such action unless and until the Collateral
Agent shall have received instructions from the Required Secured Parties; and
the Collateral Agent shall not incur liability to any person by reason of so
refraining. Without limiting the foregoing, no Secured Party shall have any
right of action whatsoever against the Collateral Agent as a result of its
acting or refraining from acting hereunder in accordance with the instructions
of the Required Secured Parties.
(d) The Collateral Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, statement,
certificate, telex, teletype or telecopier message, cablegram, order or other
document or telephone message believed by it to be genuine and correct and to
have been signed, sent or made by the proper person or entity, and, with respect
to all legal matters pertaining to this Pledge and Security Agreement and its
duties hereunder, upon advice of counsel selected by it (including, without
limitation, special counsel to the Collateral Agent).
(e) To the extent the Collateral Agent is not reimbursed and
indemnified by the Debtor, the Secured Parties will reimburse and indemnify the
Collateral Agent in proportion to the outstanding amounts of the Notes held by
them, for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Collateral Agent in performing its duties hereunder, or in any way
relating to or arising out of this Pledge and Security Agreement; provided that
no Secured Party shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Collateral Agent's gross negligence
or willful misconduct.
(f) With respect to the rights of the Collateral Agent as a holder of
Indebtedness and of any note issued to Debtor by the Collateral Agent, the
Collateral Agent shall have the same rights and powers hereunder as any other
Secured Party and as if it were not performing the duties as Collateral Agent
specified herein; and the terms "Secured Party" or "holders of Indebtedness" or
any similar terms shall, unless the context clearly otherwise indicates, include
the Collateral Agent in its individual capacity.
IN WITNESS WHEREOF, the parties have caused this Pledge and Security
Agreement to be duly executed as of the date first above written.
METAL RECOVERY TECHNOLOGIES, INC.
By: /s/
Title:
Address:
PLENBRICK, LTD., as
Collateral Agent and in its individual capacity
By: /s/
Title:
Address:
METAL RECOVERY INDUSTRIES
(U.S.), INC.
By: /s/
Title:
Address:
ALCARIA, LTD.
By: /s/
Title:
Address:
ANTHEMIS, LTD.
By: /s/
Title:
Address:
XXXXXXXXX LTD.
By: /s/
Title:
Address:
SUNDORNE HOLDINGS S.A.
By: /s/
Title:
Address:
SOVEREIGN TRUST SERVICES, LTD.
By: /s/
Title:
Address:
OSBOURNE LTD.
By: /s/
Title:
Address:
EXHIBIT A
---------
To be Present Interest Conversion
Lender Loaned Loaned Maturity Rate Price
------ ------ ------ -------- ----- -----
Alcaria, Ltd. $250,000 2/28/97 10% $0.25
Anthemis, Ltd. $250,000 12/31/96 10% $0.25
Xxxxxxxxx Ltd. $250,000 2/28/97 10% $0.25
Sundorne
Holdings S.A. $650,000 6/30/96
Sovereign Trust
Services, Ltd. $116,523 9/30/96
Osbourne Ltd. $200,000 10/31/96
Plenbrick,
Ltd. $550,000 11/30/96
All loans have been extended so as to mature March 31, 1997
