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Exhibit 99.7
LONG-TERM PLEDGE AGREEMENT
THIS LONG-TERM PLEDGE AGREEMENT (this "Agreement"), dated as of October
11, 1999, between Xxxxxxxx Xxxxxx - Xxx Xxxxxx, in trust for the company to be
owned and operated by Xxxxxxxx Xxxxxx and Xxx Xxxxxx (the "Pledgor"), and The
UniMark Group, Inc., a Texas corporation (the "Secured Party").
W I T N E S S E T H:
WHEREAS, the Pledgor, has entered into that certain Stock Purchase
Agreement dated October 11, 1999 (the "Purchase Agreement")(certain capitalized
terms used herein which are defined in the Purchase Agreement shall have the
same meanings when used herein, unless otherwise defined herein) with the
Secured Party, as Purchaser, pursuant to which, among other things, the Pledgor
has agreed to purchase from the Secured Party, and the Secured Party has agreed
to sell to the Pledgor, all of the issued and outstanding shares of capital
stock of Les Produits Deli-Bon, Inc., a Quebec corporation (the "Deli-Bon
Shares"); and
WHEREAS, it is a condition precedent to the obligation of the Secured
Party to sell the Deli-Bon Shares under the Purchase Agreement, that the Pledgor
execute and deliver this Security Agreement and grant the security interests
contemplated hereby; and
WHEREAS, this Agreement, the Purchase Agreement, the 30 Day Note, the
60 Day Note and the 5 Year Note are hereinafter sometimes referred to as the
"Loan Documents".
NOW, THEREFORE, for good and valuable consideration the receipt of
which is hereby acknowledged by it, and in order to induce the Secured Party to
sell the Deli-Bon Shares pursuant to the Purchase Agreement, Pledgor agrees with
the Secured Party, as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 Certain Terms. The following terms when used in this
Agreement, including its preamble and recitals, shall have the following
meanings (such definitions to be equally applicable to the singular and plural
forms thereof):
"Collateral" is defined in Section 2.1.
"Deli-Bon" means Les Produits Deli-Bon, Inc., a Quebec corporation.
"Distributions" means all stock dividends, liquidating dividends,
shares of stock resulting from stock splits, reclassifications, warrants,
options, non-cash dividends and other distributions (whether similar or
dissimilar to the foregoing) on or with respect to any Pledged Shares or other
shares of capital stock constituting Collateral, but shall not mean Dividends.
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"Dividends" means cash dividends and cash distributions with respect to
any Pledged Shares made out of capital surplus.
"Event of Default" means Pledgor is in default under this Agreement
upon the happening of any of the following events or conditions (each an "Event
of Default"): (a) any default in the timely performance of any covenant or
agreement contained in or secured by this Agreement; (b) the entry of a judgment
or levy against any part of the Collateral or any execution, attachment,
sequestration, distraint warrant or other like or similar writ is issued with
respect to any of the Collateral; (c) the title of Pledgor to the Collateral
becomes the subject of litigation which would or might, in Secured Party's
opinion, upon final determination result in substantial impairment or loss of
the security provided by this Agreement and upon notice by Secured Party to
Pledgor such litigation is not dismissed within 30 days of such notice; or (d)
the occurrence of an Event of Default under the 30 Day Note, the 60 Day Note, or
the 5 Year Note.
"Initial Pledged Shares" means the capital stock of Deli-Bon more
particularly described in Attachment 1 hereto.
"Pledged Property" means all Pledged Shares, and all other pledged
shares of capital stock, all other securities, all assignments of any amounts
due or to become due, all other instruments which are now being delivered by the
Pledgor to the Secured Party or may from time to time hereafter be delivered by
the Pledgor to the Secured Party for the purpose of pledge under this Agreement
or any other Loan Document, and all proceeds of any of the foregoing.
"Pledged Shares" means the Initial Pledged Shares and all other shares
of capital stock of Deli-Bon, if any, which are delivered by the Secured Party
as Pledged Property hereunder.
"Pledgor" is defined in the preamble.
"Purchase Agreement" is defined in the first recital.
"Ratable" or "Ratably" means, in the context of a distribution of
Collateral or a distribution of proceeds of any of the Collateral, an allocation
of such Collateral or proceeds among the holders of the Deli-Bon Shares pro rata
in accordance with their respective portion of the aggregate dollar amount of
the Deli-Bon Shares to which the distribution is being applied.
"Secured Obligations" is defined in Section 2.2.
"U.C.C." means the Uniform Commercial Code as in effect in the State of
Texas.
SECTION 1.2 Purchase Agreement Definitions. Etc. Unless otherwise
defined herein or the context otherwise requires, terms used in this Agreement,
including its preamble and recitals, have the meanings provided in the Purchase
Agreement. References to the masculine gender shall include the feminine and
neuter genders unless the context otherwise requires.
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SECTION 1.3 U.C.C. Definitions. Unless otherwise defined herein or the
context otherwise requires, terms for which meanings are provided in the U.C.C.
are used in this Agreement, including its preamble and recitals, with such
meanings.
ARTICLE 2
PLEDGE
SECTION 2.1 Grant of Security Interest. Pledgor hereby pledges,
assigns, charges, mortgages, delivers and transfers to the Secured Party, and
hereby grants to the Secured Party, a continuing security interest in, all of
the following property (the "Collateral"):
(a) the Initial Pledged Shares;
(b) all Pledged Shares issued from time to time;
(c) all other Pledged Property, whether now or hereafter delivered
to the Secured Party in connection with this Agreement;
(d) all Dividends, Distributions, interest and other payments and
rights with respect to any Pledged Property; and
(e) all proceeds of any of the foregoing.
SECTION 2.2 Security for Secured Obligations. This Agreement secures
the payment in full of all obligations of the Pledgor now or hereafter existing
related to the 30 Day Note, 60 Day Note and 5 Year Note, whether for principal,
interest, costs, fees, expenses or otherwise, and all obligations now or
hereafter existing of Pledgor to the Secured Party (collectively, the "Secured
Obligations").
SECTION 2.3 Delivery of Pledged Property; Registration of Pledge,
Transfer, etc. All certificates and instruments representing or evidencing any
Collateral, including all Pledged Shares, shall be delivered to and held by or
on behalf of the Secured Party pursuant hereto, shall be in suitable form for
transfer by delivery, and shall be accompanied by all necessary instruments of
transfer or assignment, duly executed in blank. The Secured Party shall have the
right, at any time and without notice to Pledgor, to transfer to, or to register
in the name of the Secured Party or any of its nominees, any or all of the
Pledged Shares. In addition, the Secured Party shall have the right at any time
to exchange certificates or instruments representing or evidencing any Pledged
Shares for certificates or instruments of smaller or larger denominations.
SECTION 2.4 Continuing Security Interest; Transfer of Note. This
Agreement shall
(a) create a continuing security interest in the Collateral;
(b) remain in full force and effect until payment in full of all
Secured Obligations;
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(c) be binding upon Pledgor, its successors and assigns; provided
that Pledgor may not assign any of its rights or obligations
hereunder without the prior written consent of the Secured
Party; and
(d) inure to the benefit of the Secured Party and their respective
successors, transferees and assigns.
Without limiting the foregoing, any holder may assign or otherwise transfer any
other obligation, held by it to any other person, in accordance with the terms
of the Purchase Agreement, and such other person shall thereupon become vested
with all the benefits in respect thereof granted herein, in the other Loan
Documents or otherwise. Upon the payment in full of the Secured Obligations, the
security interest granted herein shall terminate and all rights to the
Collateral shall revert to Pledgor. Upon any such termination, the Secured Party
will, at Pledgor's expense, deliver all certificates and instruments
representing or evidencing all Pledged Shares, together with all other
Collateral held by the Secured Party hereunder, and execute and deliver to
Pledgor (without recourse or representation whatsoever), at Pledgor's expense,
such documents as Pledgor shall reasonably request to evidence such termination.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Warranties, etc. Pledgor represents and warrants unto the
Secured Party that as at the date of each pledge hereunder (including each
pledge of Pledged Shares) by Pledgor to the Secured Party of any Collateral,
(a) Pledgor has all requisite power and authority, and has taken
all necessary corporate action, to execute and deliver and perform its
obligations under this Pledge Agreement and to pledge the Collateral
hereunder.
(b) The execution, delivery and performance of this Agreement by
Pledgor, and the pledge of the Collateral hereunder do not and will not
conflict with, result in any violation of, or constitute any default
under, any provision of any contractual obligation of Pledgor or any
law or government regulation or court decree or order and will not
result in or require the creation or imposition of any lien on any of
Pledgor's properties pursuant to the provisions of any contractual
obligation. This Agreement is the legal, valid and binding obligation
of Pledgor enforceable in accordance with its terms subject to the
effect of
(i) any applicable bankruptcy, insolvency or similar
laws affecting creditors' rights generally; and
(ii) general principles of equity (regardless of
whether considered in a proceeding in equity or at law).
(c) Except as disclosed in the Purchase Agreement, there is no
pending or, to the knowledge of Pledgor, threatened litigation,
arbitration or governmental investigation,
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proceeding or inquiry against Pledgor, or to which any of its
properties, assets or revenues is subject.
(d) Pledgor will be the legal and beneficial owner of, and will have
good and marketable title to (and will have full right and authority to
pledge and assign) all Collateral, free and clear of all liens or other
charges or encumbrances, except any lien or security interest granted
pursuant hereto in favor of the Secured Party.
(e) The delivery of the Collateral (including the delivery of the
Initial Pledged Shares) to the Secured Party will be effective to
create a valid, perfected, first priority security interest in such
Collateral and all proceeds thereof, securing the Secured Obligations,
and no filing or other action will be necessary to perfect or protect
such security interest.
(f) In the case of any Pledged Shares constituting Collateral, all of
such Pledged Shares will be duly authorized and validly issued, fully
paid, and non-assessable.
(g) No authorization, approval, or other action by, and no notice to or
filing with, any governmental authority will be required either
(i) for the pledge by Pledgor of any Collateral
pursuant to this Agreement or for the execution, delivery, or
performance of this Agreement by Pledgor, or
(ii) for the exercise by the Secured Party of the
voting or other rights provided for in this Agreement, or
(except, with respect to any Pledged Shares, as may be
required in connection with a disposition of such Pledged
Shares by laws affecting the offering and sale of securities
generally) the remedies in respect of the Collateral pursuant
to this Agreement.
ARTICLE 4
COVENANTS
SECTION 4.1 Protect Collateral; Further Assurances. etc. Pledgor will
not sell, assign, transfer, pledge or encumber in any other manner the
Collateral (except in favor of the Secured Party hereunder). Pledgor will
warrant and will use its best efforts to defend the right and title herein
granted unto the Secured Party in and to the Collateral (and all right, title
and interest represented by the Collateral) against the claims and demands of
all Persons whomsoever. Pledgor agrees that at any time, and from time to time,
at the expense of Pledgor, Pledgor will promptly execute and deliver all further
instruments, and take all further action, that may be necessary or desirable, or
that the Secured Party may reasonably request, in order to perfect and protect
any security interest granted or purported to be granted hereby or to enable the
Secured Party to exercise and enforce its rights and remedies hereunder with
respect to any Collateral.
SECTION 4.2 Stock Powers, etc. Pledgor agrees that all Pledged Shares
(and all other shares of capital stock constituting Collateral) delivered by
Pledgor pursuant to this Agreement will be
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accompanied by duly executed undated blank stock powers, or other equivalent
instruments of transfer acceptable to the Secured Party. Pledgor will, from time
to time upon the request of the Secured Party, promptly deliver to the Secured
Party such stock powers, instruments and similar documents, satisfactory in form
and substance to the Secured Party, with respect to the Collateral as the
Secured Party may reasonably request and will, from time to time upon the
request of the Secured Party after the occurrence of any default, promptly
transfer any Pledged Shares or other shares of stock constituting Collateral
into the name of the Secured Party or any nominee designated by the Secured
Party.
SECTION 4.3 Continuous Pledge. Pledgor will, at all times, keep pledged
to the Secured Party pursuant hereto all Pledged Shares and all other shares of
stock constituting Collateral, all Dividends and Distributions with respect
thereto, and all other Collateral and other securities, instruments, proceeds
and rights from time to time received by or distributable to Pledgor in respect
of any Collateral.
SECTION 4.4 Voting Rights; Dividends, etc. Pledgor agrees to deliver
all Distributions at any time received by it to the Secured Party to be held as
Collateral hereunder and, in addition, to deliver (properly endorsed where
required hereby or requested by the Secured Party) to the Secured Party:
(a) after any Default shall have occurred and be continuing or if any
Default shall occur as a result thereof, promptly upon receipt thereof
by Pledgor and without any request therefor by the Secured Party, all
Dividends, all other cash payments and all proceeds of the Collateral,
all of which shall be held by the Secured Party as additional
collateral for use in accordance with Section 5.4; and
(b) after any Default shall have occurred and be continuing, promptly
upon request of the Secured Party, such proxies and other documents as
may be necessary to allow the Secured Party to exercise the voting
power with respect to any share of capital stock constituting
Collateral;
provided, however, that unless a default shall have occurred and be continuing
or result therefrom, Pledgor shall be entitled to exercise, in its reasonable
judgment, but in a manner not inconsistent with the terms of the Purchase
Agreement or any other Loan Document (including this Agreement), the voting
power and all other incidental rights of ownership with respect to any Pledged
Shares or other shares of capital stock constituting Collateral (subject to
Pledgor's obligation to deliver to the Secured Party such Pledged Shares and
other shares in pledge hereunder).
All Dividends, Distributions, cash payments and proceeds which may at any time
and from time to time be held by Pledgor but which Pledgor is then obligated to
deliver to the Secured Party, shall, until delivery to the Secured Party, be
held by Pledgor separate and apart from its other property in trust for the
Secured Party. The Secured Party agrees that unless a Default shall have
occurred and be continuing, the Secured Party shall, upon the written request of
Pledgor, promptly deliver such proxies and other documents, if any, as shall be
reasonably requested by Pledgor which are necessary to allow Pledgor to exercise
voting power with respect to any share of capital stock (including Pledged
Shares) constituting Collateral; provided, however that no vote shall be cast,
or consent,
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waiver or ratification given, or action taken by Pledgor that would impair any
Collateral or be inconsistent with or violate any provision of the Purchase
Agreement or any other Loan Document (including this Agreement).
SECTION 4.5 Sale of Assets. Pledgor will not sell, assign, transfer,
pledge or encumber all or substantially all of the assets that are necessary for
the operations of Deli-Bon as presently conducted.
SECTION 4.6 Payment of the Obligations. The Pledgor will pay each part
of the 30 Day Note, 60 Day Note, 5 Year Note and obligations under the Purchase
Agreement when due.
SECTION 4.7 Agreements. Pledgor will comply with and duly and
punctually perform and observe all agreements, covenants, and obligations
contained in the Loan Documents and any other agreement between it and the
Secured Party.
SECTION 4.8 Books and Records; Inspection. Pledgor will maintain in a
secure place on the Pledgor's premises, complete proper and accurate books,
records, ledgers, correspondence, and other papers relating to Deli-Bon's
business and affairs. The Secured Party will at all reasonable times have the
right to examine, inspect, audit, verify, and copy such items, and to remove
copies thereof and to discuss any of same with appropriate officers,
accountants, and auditors of Pledgor.
SECTION 4.9 Notice of Default. Within twenty-four (24) hours of the
discovery by Pledgor of the occurrence of a Default or Event of Default
hereunder or under any of the other Transaction Documents or an event which
could reasonably be expected to result in a Default or Event of Default
hereunder or under any other Loan Document, the Pledgor will notify the Secured
Party and will deliver a certificate signed by the president, chief executive
officer or the chief financial officer of the Pledgor concerning the nature and
period of existence thereof and the steps, if any, being taken to cure such
Default or Event of Default.
SECTION 4.10 Maintenance of Existence, Approvals, and Licenses. Pledgor
will preserve and maintain Deli-Bon's existence, rights, privileges, operations
and franchises in its jurisdiction of creation, qualify and remain qualified in
each jurisdiction in which, under then applicable law, the nature of its
business or the ownership of its properties requires such qualification and
obtain and maintain in full force all approvals, licenses (governmental and
private) permits, and authorizations necessary to conduct its business and
comply with its obligations under the Loan Documents. Pledgor will continue to
operate Deli-Bon in a prudent and businesslike manner.
SECTION 4.11 Compliance with Laws, Material Agreements, and Licenses.
Pledgor will comply with all foreign and domestic laws, rules, regulations,
ordinances, orders, judgments, and decrees applicable to it or any of its
property, a breach of which (when considered alone or when aggregated with the
effect of other breaches) could have a material adverse effect, will comply in
all respects with all material agreements, indentures, mortgages, leases, and
other documents to which it is a party or by which it or any of its property is
bound and will keep in full force and effect all material licenses, permits, and
franchises necessary or useful for the conduct of its business.
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SECTION 4.12 Maintenance of Assets and Insurance. Pledgor will keep all
assets which are useful and necessary in the business in good working order and
condition, make all necessary replacements and maintain, or cause to be
maintained, such insurance as is customarily maintained by other businesses of
comparable type and size with such financially sound and reputable insurers, in
such amounts and covering such risks as shall be satisfactory and acceptable to
the Secured Party.
SECTION 4.13 Financial Information. Pledgor will furnish to the Secured
Party within seven (7) days (a) such financial information and information
regarding Payee and Deli-Bon as the Secured Party may from time to time
reasonably request and (b) written notice of the occurrence of any event which
would make any representation contained in Article III untrue at such time.
ARTICLE 5
REMEDIES
SECTION 5.1 Actions upon Event of Default. In addition to its rights
and remedies provided hereunder, whenever an Event of Default shall have
occurred and be continuing, the Secured Party shall have all rights and remedies
of a secured party upon default under the U.C.C. or other applicable law. Any
notification required by law of any intended disposition by the Secured Party of
any of the Collateral shall be deemed reasonably and properly given if given at
least 15 days before such disposition. Without limitation of the above, the
secured Party may, whenever an Event of Default shall have occurred and be
continuing, without prior notice to Pledgor, take all or any of the following
actions:
(a) transfer all or any part of the Collateral into the name of the
Secured Party or its nominee, with or without disclosing that such
Collateral is subject to the lien and security interest hereunder;
(b) notify the parties obligated on any of the Collateral to make
payment to the Secured Party of any amount due or to become due
thereunder;
(c) enforce collection of any of the Collateral by suit or otherwise,
and surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer
than the original period) any obligations of any nature of any party
with respect thereto;
(d) endorse any checks, drafts, or other writings in Pledgor's name to
allow collection of the Collateral;
(e) take control of any proceeds of the Collateral; and
(f) execute (in the name, place and stead of Pledgor) endorsements,
assignments, stock powers and other instruments of conveyance or
transfer with respect to all or any of the Collateral.
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SECTION 5.2 Attorney-in-Fact. Pledgor hereby irrevocably appoints the
Secured Party its attorney-in-fact, with full authority in the place and stead
of Pledgor and in the name of Pledgor, the Secured Party, or otherwise, from
time to time in the Secured Party's discretion, to take any action and to
execute any instrument which the Secured Party may deem necessary or advisable
to accomplish the purposes of this Agreement, including, upon the occurrence and
continuance of an Event of Default, all actions described in Section 5.1.
SECTION 5.3 Private Sales.
(a) Pledgor recognizes that the Secured Party may be unable to effect a
public sale of any or all the Pledged Shares by reason of certain
prohibitions contained in the Securities Act of 1933, as amended (the
"Securities Act") and applicable state securities laws or otherwise,
and may be compelled to resort to one or more private sales thereof to
a restricted group of purchasers that will be obliged to agree, among
other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof.
Pledgor acknowledges and agrees that any such private sale may result
in prices and other terms less favorable than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any
such private sale shall be deemed to have been made in a commercially
reasonable manner. The Secured Party shall be under no obligation to
delay sale of any of the Pledged Shares for the period of time
necessary to permit the Pledgor to register such securities for public
sale under the Securities Act, or under applicable state securities
laws, even if Deli-Bon would agree to do so.
(b) Pledgor further agrees to use its best efforts to do or cause to be
done all such acts as may be necessary to make such sale or sales of
all or any portion of the Pledged Shares pursuant to this Section 5.3
valid and binding and in compliance with any and all other applicable
requirements of law.
SECTION 5.4 Application of Proceeds. All cash proceeds received by the
Secured Party in respect of any sale of, collection from, or other realization
upon, all or any part of the Collateral may, in the discretion of the Secured
Party, be held by the Secured Party as additional collateral security for, or
then or at any time thereafter be applied in whole or in part by the Secured
Party against, all or any part of the Secured Obligations in the following
order:
(a) first, Ratably, to the principal then due on the 30 Day Note;
(b) second, Ratably, to the principal then due on the 60 Day Note;
(c) third, Ratably, to the unpaid interest accrued and then due on the
5 Year Note (including any premium thereon); and
(d) fourth, to any other Secured Obligations then due or owing.
Any surplus of such cash or cash proceeds held by the Secured Party and
remaining after payment in full of all the Secured Obligations shall be paid
over to Pledgor or to whomsoever may be lawfully entitled to receive such
surplus.
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SECTION 5.5 Indemnity and Expenses. Pledgor hereby indemnifies and
holds harmless the Secured Party from and against any and all claims, losses,
and liabilities growing out of or resulting from this Agreement (including
enforcement of this Agreement), except claims, losses, or liabilities resulting
from the Secured Party's gross negligence or wilful misconduct. Upon demand,
Pledgor will pay, or cause to be paid, to the Secured Party the amount of any
and all reasonable expenses, including the reasonable fees and disbursements of
its counsel and of any experts and agents, which the Secured Party may incur in
connection with:
(a) the administration of this Agreement;
(b) the custody, preservation, use, or operation of, or the sale of,
collection from, or other realization upon, any of the Collateral;
(c) the exercise or enforcement of any of the rights of the Secured
Party hereunder and any action taken by the Secured Party under Section
6.5; or
(d) the failure by Pledgor to perform or observe any of the provisions
hereof.
ARTICLE 6
MISCELLANEOUS
SECTION 6.1 Amendments, etc. No amendment or waiver of any provision of
this Agreement nor consent to any departure by Pledgor herefrom shall in any
event be effective unless the same shall be in writing, signed by the Secured
Party and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it is given.
SECTION 6.2 Obligations Not Affected. The obligations of Pledgor under
this Agreement shall remain in full force and effect without regard to, and
shall not be impaired or affected by:
(a) any amendment or modification or addition or supplement to the
Purchase Agreement, any other Loan Document, any instrument delivered
in connection therewith or any assignment or transfer thereof;
(b) any exercise, non-exercise or waiver by the Secured Party of any
right, remedy, power or privilege under or in respect of, or any
release of any guaranty or collateral provided pursuant to this
Agreement, the Purchase Agreement or any Loan Document;
(c) any waiver, consent, extension, indulgence or other action or
inaction in respect of this Agreement, the Purchase Agreement or any
Loan Document or any assignment or transfer of any thereof; or
(d) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like, death or
incompetency of the Pledgor or any other Person, whether or not Pledgor
shall have notice or knowledge of any of the foregoing.
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SECTION 6.3 Protection of Collateral. The Secured Party may from time
to time, at its option, perform any act which Pledgor agrees hereunder to
perform and which Pledgor shall fail to perform after being requested in writing
to so perform (it being understood that no such request need be given after the
occurrence and during the continuance of an Event of Default) and the Secured
Party may from time to time take any other action which the Secured Party
reasonably deems necessary for the maintenance, preservation or protection of
any of the Collateral or of its security interest therein.
SECTION 6.4 Addresses for Notices. All notices and other communications
provided for hereunder to any party hereto under this Agreement shall be in
writing or by facsimile and addressed or delivered to it at the address set
forth below its signature hereto, or as to any party at such other address as
shall be designated by such party in a written notice to each other party
complying as to delivery with the terms of this Section. Any such notice, if
mailed and properly addressed with postage prepaid, shall be deemed given seven
(7) calendar days after mailing; any notice, if transmitted by facsimile shall
be deemed given when transmitted on a business day (with evidence of
transmission confirmation).
SECTION 6.5 Governing Law; Jurisdiction.
(a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
(b) EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY TEXAS STATE OR FEDERAL COURT SITTING IN DALLAS, TEXAS IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR RELATED DOCUMENT (AND PLEDGOR AGREES THAT SUCH JURISDICTION
WILL BE EXCLUSIVE WITH RESPECT TO CLAIMS BROUGHT BY PLEDGOR AGAINST THE SECURED
PARTY), AND EACH HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH TEXAS STATE OR FEDERAL
COURT. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF ANY INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING.
(c) Pledgor hereby irrevocably designates, appoints and empowers C.T.
Corporation System, 000 X. Xx. Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, as
its authorized agent to receive, for and on its behalf and on behalf of its
property, service of process in the State of Texas when and as such legal
actions or proceedings may be brought in the courts of the State of Texas or of
the United States of America sitting in Texas, and such service of process shall
be deemed complete upon the date of delivery thereof to such agent whether or
not such agent gives notice thereof to Pledgor, or upon the earliest of any
other date permitted by applicable law. It is understood that a copy of said
process served on such agent will as soon as practicable be forwarded to
Pledgor, at its address set forth below, but Pledgor's failure to receive such
copy shall not affect in any way the service of said process on said agent as
the agent of Pledgor. Pledgor irrevocably consents to the service of process out
of any of the aforementioned courts in any such action or proceeding by the
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mailing of the copies thereof by certified mail, return receipt requested,
postage prepaid, to Pledgor at its address set forth below, such service to
become effective upon the earlier of (i) the date 10 calendar days after such
mailing or (ii) any earlier date permitted by applicable law. Pledgor agrees
that it will at all times continuously maintain an agent to receive service of
process in the State of Texas and in the event that, for any reason, the agent
named above or its successor shall no longer serve as its agent to receive
service of process in the State of Texas on its behalf, it shall promptly
appoint a successor so to serve and shall advise the Secured Party. Nothing in
this Section 6.5 shall affect the right of the Secured Party to bring
proceedings against Pledgor in the courts of any other jurisdiction or to serve
process in any other manner permitted by applicable law.
SECTION 6.6 Waiver of Jury Trial. Etc. THE SECURED PARTY, AND PLEDGOR
HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
RELATED DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE SECURED PARTY OR PLEDGOR. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTY'S ENTERING INTO THE
PURCHASE AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
THE UNIMARK GROUP, INC.,
A Texas corporation
By: /s/ Soren Bjorn
-------------------------------------
Soren Bjorn
Chief Executive Officer,
President and Secretary
Address: X.X. Xxx 000
Xxxxxxxxxxx, Xxxxx 00000
Telecopy No.: (000) 000-0000
Attention: Soren Bjorn
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XXXXXXXX XXXXXX - XXX XXXXXX
In trust for the company to be owned and
operated by Xxxxxxxx Xxxxxx and Xxx
Xxxxxx
/s/ Xxxxxxxx Xxxxxx
----------------------------------------
Xxxxxxxx Xxxxxx
/s/ Xxx Xxxxxx
----------------------------------------
Xxx Xxxxxx
Telecopy No.: (000) 000-0000
STATE OF TEXAS )
)
COUNTY OF DALLAS )
On the 11th day of October, 1999 before me personally came XXXXXXXX
XXXXXX, to me known who, being sworn, did depose and say that he is to own and
operate the entity to be formed as Xxxxxxxx Xxxxxx - Xxx Xxxxxx with Xxx Xxxxxx,
described in and which executed the foregoing instrument and that he signed his
name thereto in trust for, and on behalf of, said company to be owned and
operated by Xxxxxxxx Xxxxxx and Xxx Xxxxxx.
----------------------------------------
Notary Public
STATE OF TEXAS )
)
COUNTY OF DALLAS )
On the 11th day of October, 1999 before me personally came XXX XXXXXX,
to me known who, being sworn, did depose and say that he is to own and operate
the entity to be formed as Xxxxxxxx Xxxxxx - Xxx Xxxxxx with Xxxxxxxx Xxxxxx,
described in and which executed the foregoing instrument; and that he signed his
name thereto in trust for, and on behalf of, said company to be owned and
operated by Xxxxxxxx Xxxxxx and Xxx Xxxxxx.
----------------------------------------
Notary Public
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ATTACHMENT 1
(to the Pledge Agreement)
INITIAL PLEDGED SHARES
51% OF OUTSTANDING DELI-BON SHARES
Stock Number of Shares Pledged Certificate Number.
----- ------------------------ -------------------
Common Stock 739,500 C-4
