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Exhibit 10.2
U.S. PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of March 6, 1998 (as amended,
modified or supplemented from time to time, this "Agreement"), made by each of
the undersigned (each, a "Pledgor" and, together with any other entity that
becomes a party hereto pursuant to Section 22 hereof, the "Pledgors"), in favor
of BANQUE PARIBAS, as Collateral Agent (the "Pledgee"), for the benefit of (x)
the Banks (as defined below) and the Agent (as defined below) under, and any
other lender from time to time party to the Credit Agreement hereinafter
referred to (such Banks, the Pledgee, the Agent and the other lenders, if any,
are hereinafter called the "Bank Creditors") and (y) if Banque Paribas in its
individual capacity, any Bank or a syndicate of financial institutions organized
by Banque Paribas or any such Bank or an affiliate of Banque Paribas or such
Bank enters into one or more (i) interest rate protection agreements (including,
without limitation, interest rate swaps, caps, floors, collars and similar
agreements), (ii) foreign exchange contracts, currency swap agreements or other
similar agreements or arrangements designed to protect against the fluctuations
in currency values and/or (iii) other types of hedging agreements from time to
time (collectively, the "Interest Rate Protection or Other Hedging Agreements"),
with, or guaranteed by, the Borrower (as defined below), Banque Paribas in its
individual capacity, any Bank, a syndicate of financial institutions organized
by Banque Paribas or any Bank, any such financial institution or any affiliate
of any such person (even if any such person ceases to be a Bank under the Credit
Agreement for any reason), together with such Bank's or affiliate's successors
and assigns (collectively, the "Other Creditors" and, together with the Bank
Creditors, are herein called the "Secured Creditors"). Except as otherwise
defined herein, terms used herein and defined in the Credit Agreement shall be
used herein as therein defined.
W I T N E S S E T H :
WHEREAS, Video Update, Inc. (the "Borrower"), various
financial institutions from time to time party thereto (the "Banks") and Banque
Paribas, as Agent (the "Agent"), have entered into a Credit Agreement, dated as
of March 6, 1998, providing for the making of Loans and the issuance of, and
participation in, Letters of Credit as contemplated therein (as used herein, the
term "Credit Agreement" means the Credit Agreement described above in this
paragraph, as the same may be amended, modified, extended, renewed, replaced,
restated, supplemented, restructured or refinanced from time to time, and
including any agreement extending the maturity of, refinancing or restructuring
(including, but not limited to, the inclusion of additional borrowers thereunder
that are Subsidiaries of the Borrower and whose obligations are guaranteed by
the Borrower thereunder or any increase in the amount borrowed)) all or any
portion of, the Indebtedness under such agreement or any successor agreements;
provided, that with respect to any agreement providing for the refinancing of
Indebtedness under the Credit Agreement, such agreement shall only be treated
as, or as part of, the Credit Agreement hereunder if (i) either (A) all
obligations under the Credit Agreement being refinanced shall be paid in full at
the time of such refinancing, and all commitments and letters of credit issued
pursuant to
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the refinanced Credit Agreement shall have terminated in accordance with their
terms or (B) the Required Banks shall have consented in writing to the
refinancing Indebtedness being treated, along with their Indebtedness, as
Indebtedness pursuant to the Credit Agreement, (ii) the refinancing Indebtedness
shall be permitted to be incurred under the Credit Agreement being refinanced
(if such Credit Agreement is to remain outstanding) and (iii) a notice to the
effect that the refinancing Indebtedness shall be treated as issued under the
Credit Agreement shall be delivered by the Borrower to the Collateral Agent;
WHEREAS, pursuant to the Subsidiaries Guaranty, each
Subsidiary of the Borrower has jointly and severally guaranteed to the Secured
Creditors the payment when due of all obligations and liabilities of the
Borrower under or with respect to the Credit Documents and each Interest Rate
Protection or Other Hedging Agreement with one or more Other Creditors;
WHEREAS, the Borrower desires to incur Loans and to have
Letters of Credit issued for its account pursuant to the Credit Agreement;
WHEREAS, the Borrower may at any time and from time to time
enter into one or more Interest Rate Protection or Other Hedging Agreements with
one or more Other Creditors;
WHEREAS, it is a condition to each of the above-described
extensions of credit to the Borrower that each Pledgor shall have executed and
delivered this Agreement to the Pledgee; and
WHEREAS, each Pledgor desires to execute and deliver this
Agreement to satisfy the conditions described in the preceding paragraph;
NOW, THEREFORE, in consideration of the benefits accruing to
each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each
Pledgor hereby makes the following representations and warranties to the Pledgee
for the benefit of the Secured Creditors and hereby covenants and agrees with
the Pledgee for the benefit of the Secured Creditors as follows:
1. SECURITY FOR OBLIGATIONS. This Agreement is made by each
Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of all obligations,
indebtedness and liabilities (including, without limitation,
indemnities, fees and interest thereon and including obligations which,
but for the automatic stay under Section 362(a) of the Bankruptcy Code,
would become due) of the Borrower and such Pledgor owing to the Bank
Creditors, now existing or hereafter incurred under, arising out of or
in connection with any Credit Document and the due performance and
compliance by the Borrower and such Pledgor with the terms of each such
Credit Document (all such obligations and liabilities under this clause
(i), except to the extent consisting of
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obligations or indebtedness with respect to Interest Rate Protection or
Other Hedging Agreements, being herein collectively called the "Credit
Document Obligations");
(ii) the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of all obligations,
indebtedness and liabilities (including, without limitation,
indemnities, fees and interest thereon and including obligations which,
but for the automatic stay under Section 362(a) of the Bankruptcy Code,
would become due) of the Borrower and such Pledgor owing to the Other
Creditors, now existing or hereafter incurred under, arising out of or
in connection with any Interest Rate Protection or Other Hedging
Agreement including, in the case of each Subsidiary Guarantor, all
obligations under the Subsidiaries Guaranty in respect of Interest Rate
Protection or Other Hedging Agreements (all such obligations and
indebtedness under this clause (ii) being herein collectively called
the "Other Obligations");
(iii) any and all sums advanced by the Pledgee in order to
preserve the Collateral (as defined in Section 3.4 herein) or preserve
its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or
enforcement of any indebtedness, obligations, or liabilities referred
to in clauses (i), (ii) and (iii) above, after an Event of Default
(such term, as used in this Agreement, shall mean any Event of Default
under, and as defined in, the Credit Agreement, or any payment default
under any Interest Rate Protection or Other Hedging Agreement and shall
in any event include, without limitation, any payment default on any of
the Obligations (as hereinafter defined)) shall have occurred and be
continuing, the reasonable expenses of retaking, holding, preparing for
sale or lease, selling or otherwise disposing or realizing on the
Collateral, or of any exercise by the Pledgee of its rights hereunder,
together with reasonable attorneys' fees and court costs; and
(v) all amounts paid by any Indemnitee as to which such
Indemnitee has the right to reimbursement under Section 11 of this
Agreement;
all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) of this Section 1 being herein collectively called the
"Obligations"; provided, that it is acknowledged and agreed that the
"Obligations" shall include extensions of credit of the types described above,
whether outstanding on the date of this Agreement or extended from time to time
after the date of this Agreement.
2. DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used
herein, (i) the term "Stock" shall mean all of the issued and outstanding shares
of capital stock at any time owned by any Pledgor of any corporation, (ii) the
term "Notes" shall mean all promissory notes at any time issued to any Pledgor
by any of its Subsidiaries or Affiliates or any other person, provided that such
Pledgor shall not be required to pledge hereunder (and the term "Notes" shall
not include) any Specified Notes issued to such Pledgor and (iii) the term
"Specified Notes" shall mean (x) the promissory note issued by Xxxxxx X. Xxxxxx
in
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favor of the Borrower in an aggregate principal amount not to exceed
$2,004,000 (as the same may be reduced by any principal repayments thereof),
(ii) the promissory note issued by Xxxx X. Xxxxxx to the Borrower in an
aggregate principal amount not to exceed $1,114,000 (as the same may be reduced
by any principal repayments thereof) and (iii) the promissory note issued by
Xxxx X. Xxxxxx to the Borrower in an aggregate principal amount not to exceed
$32,500 (as the same may be reduced by any principal repayments thereof). As
used herein, the term "Securities" shall mean all of the Stock and Notes. Each
Pledgor represents and warrants, as to the stock of corporations and promissory
notes owned by such Pledgor, that on the date hereof (a) the Stock consists of
the number and type of shares of the stock of the corporations as described in
Annex A hereto; (b) such Stock constitutes that percentage of the issued and
outstanding capital stock of the issuing corporation as is set forth in Annex A
hereto; (c) the Notes consist of the promissory notes described in Annex B
hereto; and (d) such Pledgor is the holder of record and sole beneficial owner
of the Stock and the Notes and there exist no options or preemption rights in
respect of any of the Stock.
3. PLEDGE OF SECURITIES, ETC.
3.1. Pledge. To secure the Obligations and for the purposes
set forth in Section 1, each Pledgor hereby: (i) grants to the Pledgee a
security interest in all of the Collateral owned by such Pledgor; (ii) pledges
and deposits as security with the Pledgee the Securities owned by such Pledgor
on the date hereof, and delivers to the Pledgee certificates or instruments
therefor, duly endorsed in blank in the case of Notes and accompanied by undated
stock powers duly executed in blank by such Pledgor in the case of Stock, or
such other instruments of transfer as are acceptable to the Pledgee; and (iii)
assigns, transfers, hypothecates, mortgages, charges and sets over to the
Pledgee all of such Pledgor's right, title and interest in and to such
Securities (and in and to all certificates or instruments evidencing such
Securities), to be held by the Pledgee, upon the terms and conditions set forth
in this Agreement.
3.2. Subsequently Acquired Securities. If any Pledgor shall
acquire (by purchase, stock dividend or otherwise) any additional Securities at
any time or from time to time after the date hereof, such Pledgor will forthwith
pledge and deposit such Securities (or certificates or instruments representing
such Securities) as security with the Pledgee and deliver to the Pledgee
certificates therefor or instruments thereof, duly endorsed in blank in the case
of Notes and accompanied by undated stock powers duly executed in blank in the
case of Stock, or such other instruments of transfer as are acceptable to the
Pledgee, and will promptly thereafter deliver to the Pledgee a certificate
executed by any of the Chairman of the Board, the Chief Financial Officer, the
President, a Vice Chairman, any Vice President or the Treasurer of such Pledgor
describing such Securities and certifying that the same have been duly pledged
with the Pledgee hereunder.
3.3. Uncertificated Securities. Notwithstanding anything to
the contrary contained in Sections 3.1 and 3.2, if any Securities (whether now
owned or hereafter acquired) are uncertificated securities, the respective
Pledgor shall promptly notify the Pledgee thereof, and shall promptly take all
actions required to perfect the security interest of the Pledgee under
applicable law (including, in any event, under Sections 8 and 9 of the
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New York UCC, if applicable). Each Pledgor further agrees to take such actions
as the Pledgee deems necessary or desirable to effect the foregoing and to
permit the Pledgee to exercise any of its rights and remedies hereunder, and
agrees to provide an opinion of counsel reasonably satisfactory to the Pledgee
with respect to any such pledge of uncertificated Securities promptly upon
request of the Pledgee.
3.4 Definition of Pledged Stock, Pledged Notes, Pledged
Securities and Collateral. All Stock at any time pledged or required to be
pledged hereunder is hereinafter called the "Pledged Stock," all Notes at any
time pledged or required to be pledged hereunder are hereinafter called the
"Pledged Notes," all of the Pledged Stock and Pledged Notes together are
hereinafter called the "Pledged Securities," which together with all proceeds
thereof, including any securities and moneys received and at the time held by
the Pledgee hereunder, is hereinafter called the "Collateral."
4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee
shall have the right to appoint one or more sub-agents for the purpose of
retaining physical possession of the Pledged Securities, which may be held (in
the discretion of the Pledgee) in the name of any Pledgor, endorsed or assigned
in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or
a sub-agent appointed by the Pledgee.
5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until
(i) an Event of Default shall have occurred and be continuing and (ii) written
notice thereof shall have been given by the Pledgee to the relevant Pledgor
(provided, that if an Event of Default specified in Section 10.05 of the Credit
Agreement shall occur and be continuing, no such notice shall be required), each
Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Pledged Securities owned by it and to give consents,
waivers or ratifications in respect thereof; provided, that no vote shall be
cast or any consent, waiver or ratification given or any action taken which
would violate or be inconsistent with any of the terms of this Agreement, any
other Credit Document or any Interest Rate Protection or Other Hedging Agreement
(collectively, the "Secured Debt Agreements"), or which would have the effect of
impairing the value of the Collateral. All such rights of such Pledgor to vote
and to give consents, waivers and ratifications shall cease in case an Event of
Default shall occur and be continuing, and Section 7 hereof shall become
applicable.
6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless an Event of
Default shall have occurred and be continuing (or would occur as a result
thereof), all cash dividends and other cash distributions payable in respect of
the Pledged Stock and all payments in respect of the Pledged Notes shall be paid
to the respective Pledgor; provided, that all cash dividends and other cash
distributions payable in respect of the Pledged Stock which are determined by
the Pledgee to represent in whole or in part an extraordinary, liquidating or
other distribution in return of capital shall be paid, to the extent so
determined to represent an extraordinary, liquidating or other distribution in
return of capital, to the Pledgee and retained by it as part of the Collateral.
The Pledgee shall also be entitled to receive directly, and to retain as part of
the Collateral:
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(i) all other or additional stock or other securities or
property (other than cash) paid or distributed by way of dividend or
otherwise in respect of the Pledged Stock;
(ii) all other or additional stock or other securities or
property (including cash) paid or distributed in respect of the Pledged
Stock by way of stock-split, spin-off, split-up, reclassification,
combination of shares or similar rearrangement; and
(iii) all other or additional stock or other securities or
equity interests or property (including cash) which may be paid in
respect of the Collateral by reason of any consolidation, merger,
exchange of stock, conveyance of assets, liquidation or similar
corporate reorganization.
All dividends, distributions or other payments which are received by any Pledgor
contrary to the provisions of this Section 6 and Section 7 shall be received in
trust for the benefit of the Pledgee, shall be segregated from other property or
funds of such Pledgor and shall be forthwith paid over to the Pledgee as
Collateral in the same form as so received (with any necessary endorsement).
7. REMEDIES IN CASE OF EVENT OF DEFAULT. In case (i) an Event
of Default shall have occurred and be continuing and (ii) written notice thereof
shall have been given by the Pledgee to the relevant Pledgor (provided, that if
an Event of Default specified in Section 10.05 of the Credit Agreement shall
occur and be continuing, no such notice shall be required), the Pledgee shall be
entitled to exercise all of the rights, powers and remedies (whether vested in
it by this Agreement or by any other Secured Debt Agreement or by law) for the
protection and enforcement of its rights in respect of the Collateral, and the
Pledgee shall be entitled, without limitation, to exercise the following rights,
which each Pledgor hereby agrees to be commercially reasonable:
(i) to receive all amounts payable in respect of the
Collateral payable to such Pledgor under Section 6;
(ii) to transfer all or any part of the Pledged Securities
into the Pledgee's name or the name of its nominee or nominees;
(iii) to accelerate any Pledged Note which may be accelerated
in accordance with its terms, and take any other action to collect upon
any Pledged Note (including, without limitation, to make any demand for
payment thereon);
(iv) to vote all or any part of the Pledged Securities
(whether or not transferred into the name of the Pledgee) and give all
consents, waivers and ratifications in respect of the Collateral and
otherwise act with respect thereto as though it were the outright owner
thereof (each Pledgor hereby irrevocably constituting and appointing
the Pledgee the proxy and attorney-in-fact of such Pledgor, with full
power of substitution to do so); and
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(v) at any time or from time to time to sell, assign and
deliver, or grant options to purchase, all or any part of the
Collateral, or any interest therein, at any public or private sale,
without demand of performance, advertisement or notice of intention to
sell or of the time or place of sale or adjournment thereof or to
redeem or otherwise (all of which are hereby waived by each Pledgor),
for cash, on credit or for other property, for immediate or future
delivery without any assumption of credit risk, and for such price or
prices and on such terms as the Pledgee in its absolute discretion may
determine; provided, that at least 10 days' notice of the time and
place of any such sale shall be given to such Pledgor. Each Pledgor
hereby waives and releases to the fullest extent permitted by law any
right or equity of redemption with respect to the Collateral, whether
before or after sale hereunder, and all rights, if any, of marshalling
the Collateral and any other security for the Obligations or otherwise.
At any such sale, unless prohibited by applicable law, the Pledgee on
behalf of the Secured Creditors may bid for and purchase all or any
part of the Collateral so sold free from any such right or equity of
redemption. Neither the Pledgee nor any other Secured Creditor shall be
liable for failure to collect or realize upon any or all of the
Collateral or for any delay in so doing nor shall any of them be under
any obligation to take any action whatsoever with regard thereto.
8. REMEDIES, ETC., CUMULATIVE. Each right, power and remedy of
the Pledgee provided for in this Agreement or any other Secured Debt Agreement
or now or hereafter existing at law or in equity or by statute shall be
cumulative and concurrent and shall be in addition to every other such right,
power or remedy. The exercise or beginning of the exercise by the Pledgee or any
other Secured Creditor of any one or more of the rights, powers or remedies
provided for in this Agreement or any other Secured Debt Agreement or now or
hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by the Pledgee or any other Secured
Creditor of all such other rights, powers or remedies, and no failure or delay
on the part of the Pledgee or any other Secured Creditor to exercise any such
right, power or remedy shall operate as a waiver thereof. The Secured Creditors
agree that this Agreement may be enforced only by the action of the Agent or the
Pledgee, in each case acting upon the instructions of the Required Banks (or,
after the date on which all Credit Document Obligations have been paid in full,
the holders of at least a majority of the outstanding Other Obligations) and
that no other Secured Creditor shall have any right individually to seek to
enforce or to enforce this Agreement or to realize upon the security to be
granted hereby, it being understood and agreed that such rights and remedies may
be exercised by the Agent or the Pledgee or the holders of at least a majority
of the outstanding Other Obligations, as the case may be, for the benefit of the
Secured Creditors upon the terms of this Agreement.
9. APPLICATION OF PROCEEDS. (a) All moneys collected by the
Pledgee upon any sale or other disposition of the Collateral pursuant to the
terms of this Agreement, together with all other moneys received by the Pledgee
hereunder, shall be applied in the manner provided in Section 7.4 of the U.S.
Security Agreement.
(b) It is understood and agreed that the Pledgors shall remain
jointly and severally liable to the extent of any deficiency between the amount
of the proceeds of the Collateral hereunder and the aggregate amount of the
Obligations.
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10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral
by the Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgee or the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Pledgee or such officer or be answerable in any way for the
misapplication or nonapplication thereof.
11. INDEMNITY.
11.1 Indemnity. (a) Each Pledgor jointly and severally agrees
to indemnify, reimburse and hold the Pledgee, each other Secured Creditor and
their respective successors, permitted assigns, employees, agents and servants
(hereinafter in this Section 11.1 referred to individually as an "Indemnitee,"
and, collectively, as "Indemnitees") harmless from any and all liabilities,
obligations, damages, injuries, penalties, claims, demands, actions, suits,
judgments and any and all costs, expenses or disbursements (including reasonable
attorneys' fees and expenses) (for the purposes of this Section 11.1 the
foregoing are collectively called "expenses") of whatsoever kind and nature
imposed on, asserted against or incurred by any of the Indemnitees in any way
relating to or arising out of this Agreement, any other Secured Debt Agreement
or any other document executed in connection herewith and therewith or in any
other way connected with the administration of the transactions contemplated
hereby and thereby or the enforcement of any of the terms of, or the
preservation of any rights under any thereof, the violation of the laws of any
country, state or other governmental body or unit, any tort or contract claim;
provided, that no Indemnitee shall be indemnified pursuant to this Section
11.1(a) for losses, damages or liabilities to the extent caused by the gross
negligence or willful misconduct of such Indemnitee. In no event shall any
Indemnitee be liable for any matter or thing in connection with this Agreement
other than to account for moneys actually received by it in accordance with the
terms hereof. Each Pledgor agrees that upon the written request by any
Indemnitee, such Pledgor shall assume full responsibility for the defense of any
suit.
(b) Without limiting the application of Section 11.1(a), each
Pledgor jointly and severally agrees to pay or reimburse the Pledgee for any and
all fees, costs and expenses of whatever kind or nature incurred in connection
with the creation, preservation or protection of the Pledgee's Liens on, and
security interest in, the Collateral, including, without limitation, all fees
and taxes in connection with the recording or filing of instruments and
documents in public offices, payment or discharge of any taxes or Liens upon or
in respect of the Collateral and all other fees, costs and expenses in
connection with protecting, maintaining or preserving the Collateral and the
Pledgee's interest therein, whether through judicial proceedings or otherwise,
or in defending or prosecuting any actions, suits or proceedings arising out of
or relating to the Collateral.
(c) If and to the extent that the obligations of any Pledgor
under this Section 11 are unenforceable for any reason, such Pledgor hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.
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11.2. Indemnity Obligations Secured by Collateral; Survival.
Any amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement shall constitute Obligations secured by the Collateral. The
indemnity obligations of each Pledgor contained in this Section 11 shall
continue in full force and effect notwithstanding the full payment of all the
Notes issued under the Credit Agreement and all Interest Rate Protection or
Other Hedging Agreements and the payment of all other Obligations and
notwithstanding the discharge thereof.
12. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor
agrees that it will join with the Pledgee in executing and, at such Pledgor's
own expense, file and refile under the UCC such financing statements,
continuation statements and other documents in such offices as the Pledgee may
deem necessary or appropriate and wherever required or permitted by law in order
to perfect and preserve the Pledgee's security interest in the Collateral and
hereby authorizes the Pledgee to file financing statements and amendments
thereto relative to all or any part of the Collateral without the signature of
such Pledgor where permitted by law, and agrees to do such further acts and
things and to execute and deliver to the Pledgee such additional conveyances,
assignments, agreements and instruments as the Pledgee may reasonably require or
deem advisable to carry into effect the purposes of this Agreement or to further
assure and confirm unto the Pledgee its rights, powers and remedies hereunder.
(b) Each Pledgor hereby appoints the Pledgee as its
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor or otherwise, from time to time after the occurrence
and during the continuance of an Event of Default, in the Pledgee's discretion
to take any action and to execute any instrument which the Pledgee may
reasonably deem necessary or advisable to accomplish the purposes of this
Agreement.
(c) At the election of the Collateral Agent and immediately
upon written notice being provided by the Collateral Agent to any Assignor which
owns Stock of a corporation organized under the laws of Canada or any province
thereof, such Assignor shall cause the Pledged Stock of such corporation to be
transferred into and registered in the name of the Collateral Agent or as it may
direct, and each Assignor covenants that, at the time of any such transfer, it
will provide all required consents and approvals, not to be unreasonably
withheld or delayed.
13. THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in
accordance with this Agreement and all applicable law all items of the
Collateral at any time received under this Agreement. It is expressly understood
and agreed by the parties hereto and each Secured Creditor, by accepting the
benefits of this Agreement, acknowledges and agrees that the obligations of the
Pledgee as holder of the Collateral and interests therein and with respect to
the disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in this Agreement. The Pledgee shall act hereunder on the
terms and conditions set forth herein and in Section 12 of the Credit Agreement.
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14. TRANSFER BY PLEDGORS. No Pledgor will sell or otherwise
dispose of, grant any option with respect to, or mortgage, pledge or otherwise
encumber any of the Collateral or any interest therein (except as may be
permitted in accordance with the terms of the Credit Agreement).
15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS.
Each Pledgor represents, warrants and covenants that: (i) it is the legal,
record and beneficial owner of, and has good and marketable title to, all
Securities pledged by it hereunder, subject to no pledge, lien, mortgage,
hypothecation, security interest, charge, option or other encumbrance
whatsoever, except the liens and security interests created by this Agreement
and the other Credit Documents; (ii) it has the requisite corporate power,
authority and legal right to pledge all the Securities pledged by it pursuant to
this Agreement; (iii) this Agreement has been duly authorized, executed and
delivered by such Pledgor and constitutes a legal, valid and binding obligation
of such Pledgor enforceable in accordance with its terms, except to the extent
that the enforceability hereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and by equitable principles (regardless of whether enforcement
is sought in equity or at law); (iv) no consent of any other party (including,
without limitation, any stockholder, limited or general partner or creditor of
such Pledgor or any of its Subsidiaries) and no consent, license, permit,
approval or authorization of, exemption by, notice or report to, or
registration, filing or declaration with, any governmental authority is required
to be obtained by such Pledgor in connection with the execution, delivery or
performance of this Agreement; (v) the execution, delivery and performance of
this Agreement does not violate any provision of any applicable law or
regulation or of any order, judgment, writ, award or decree of any court,
arbitrator or governmental authority, domestic or foreign, or of the certificate
of incorporation or by-laws or limited partnership agreement, as the case may
be, of such Pledgor or of any securities issued by such Pledgor or any of its
Subsidiaries, or of any mortgage, indenture, lease, deed of trust, agreement,
instrument or undertaking to which such Pledgor or any of its Subsidiaries is a
party or which purports to be binding upon such Pledgor or any of its
Subsidiaries or upon any of their respective assets and will not result in the
creation or imposition of any lien or encumbrance on any of the assets of such
Pledgor or any of its Subsidiaries except as contemplated by this Agreement;
(vi) all the shares of Stock of such Pledgor and its Subsidiaries have been duly
and validly issued and are fully paid and nonassessable; (vii) each of the
Pledged Notes of such Pledgor, when executed by the obligor thereof, will be the
legal, valid and binding obligation of such obligor, enforceable in accordance
with its terms, except to the extent that the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and by equitable principles
(regardless of whether enforcement is sought in equity or at law); and (viii)
the pledge and assignment of the Securities by it pursuant to this Agreement,
together with the delivery of the Securities by it pursuant to this Agreement,
creates a valid and perfected first priority security interest in such
Securities and the proceeds thereof, subject to no prior lien or encumbrance or
to any agreement purporting to grant to any third party a lien or encumbrance on
the property or assets of such Pledgor which would include such Securities. Each
Pledgor covenants and agrees that it will defend the Pledgee's right, title and
security interest in and to the Securities pledged by it pursuant to this
Agreement and
11
Page 11
the proceeds thereof against the claims and demands of all persons whomsoever,
and such Pledgor covenants and agrees that it will have like title to and right
to pledge any other property at any time hereafter pledged to the Pledgee as
Collateral hereunder and will likewise defend the right thereto and security
interest therein of the Pledgee and the other Secured Creditors.
16. PLEDGORS' OBLIGATIONS ABSOLUTE, ETC. The obligations of
each Pledgor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever (other than payment in full of the Obligations),
including, without limitation: (i) any renewal, extension, amendment or
modification of or addition or supplement to or deletion from any Secured Debt
Agreement or any other instrument or agreement referred to therein, or any
assignment or transfer of any thereof; (ii) any waiver, consent, extension,
indulgence or other action or inaction under or in respect of any such agreement
or instrument or this Agreement; (iii) any furnishing of any additional security
to the Pledgee or its assignee or any acceptance thereof or any release of any
security by the Pledgee or its assignee; (iv) any limitation on any party's
liability or obligations under any such instrument or agreement or any
invalidity or unenforceability, in whole or in part, of any such instrument or
agreement or any term thereof; or (v) any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or other like
proceeding relating to such Pledgor or any Subsidiary of such Pledgor, or any
action taken with respect to this Agreement by any trustee or receiver, or by
any court, in any such proceeding, whether or not such Pledgor shall have notice
or knowledge of any of the foregoing.
17. REGISTRATION, ETC. (a) If an Event of Default shall have
occurred and be continuing and any Material Pledgor shall have received from the
Pledgee a written request or requests that such Material Pledgor cause any
registration, qualification or compliance under any federal or state securities
law or laws to be effected with respect to all or any part of its Pledged Stock,
such Material Pledgor as soon as practicable and at its expense will use its
best efforts to cause such registration to be effected (and be kept effective)
and will use its best efforts to cause such qualification and compliance to be
effected (and be kept effective) as may be so requested and as would permit or
facilitate the sale and distribution of such Pledged Stock, including, without
limitation, registration under the Securities Act of 1933 as then in effect (or
any similar statute then in effect), appropriate qualifications under applicable
blue sky or other state securities laws and appropriate compliance with any
other government requirements; provided, that the Pledgee shall furnish to such
Material Pledgor such information regarding the Pledgee as such Material Pledgor
may request in writing and as shall be required in connection with any such
registration, qualification or compliance. Such Material Pledgor will cause the
Pledgee to be kept reasonably advised in writing as to the progress of each such
registration, qualification or compliance and as to the completion thereof, will
furnish to the Pledgee such number of prospectuses, offering circulars or other
documents incident thereto as the Pledgee from time to time may reasonably
request, and will indemnify the Pledgee, each other Secured Creditor and all
others participating in the distribution of the Pledged Stock against all
claims, losses, damages and liabilities caused by any untrue statement (or
alleged untrue statement) of a material fact contained therein (or in any
related registration statement,
12
Page 12
notification or the like) or by any omission (or alleged omission) to state
therein (or in any related registration statement, notification or the like) a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same may have been caused by an
untrue statement or omission based upon information furnished in writing to such
Material Pledgor by the Pledgee expressly for use therein.
(b) If at any time when the Pledgee shall determine to
exercise its right to sell all or any part of the Pledged Securities pursuant to
Section 7, such Pledged Securities or the part thereof to be sold shall not, for
any reason whatsoever, be effectively registered under the Securities Act of
1933, as then in effect, the Pledgee may, in its sole and absolute discretion,
sell such Pledged Securities or part thereof by private sale in such manner and
under such circumstances as the Pledgee may deem necessary or advisable in order
that such sale may legally be effected without such registration; provided, that
at least 10 days' notice of the time and place of any such sale shall be given
to the respective Material Pledgor thereof. Without limiting the generality of
the foregoing, in any such event the Pledgee, in its sole and absolute
discretion: (i) may proceed to make such private sale notwithstanding that a
registration statement for the purpose of registering such Pledged Securities or
part thereof shall have been filed under such Securities Act; (ii) may approach
and negotiate with a single possible purchaser to effect such sale; and (iii)
may restrict such sale to a purchaser who will represent and agree that such
purchaser is purchasing for its own account, for investment, and not with a view
to the distribution or sale of such Pledged Securities or part thereof. In the
event of any such sale, the Pledgee shall incur no responsibility or liability
for selling all or any part of the Pledged Securities at a price which the
Pledgee, in its sole and absolute discretion, may in good xxxxx xxxx reasonable
under the circumstances, notwithstanding the possibility that a substantially
higher price might be realized if the sale were deferred until after
registration of such Pledged Securities for public sale.
(c) For purposes of this Section 17, the term "Material
Pledgor" shall mean and include, at any time, (i) the Borrower, (ii) Moovies,
(iii) Moovies of Georgia, Inc., (iv) Moovies of Iowa, Inc., (v) Moovies of the
Carolinas, Inc., (vi) PIC-A-FLICK of Greenville, Inc., (vii) Video Update Canada
and (viii) any Subsidiary of the Borrower that (x) has assets at such time
comprising 5% or more of the consolidated assets of the Borrower and its
Subsidiaries or (y) had net income in the most recently ended fiscal year of the
Borrower comprising 5% or more of the consolidated net income of the Borrower
and its Subsidiaries for such fiscal year.
18. TERMINATION, RELEASE. (a) After the Termination Date (as
defined below), this Agreement shall terminate (provided that all indemnities
set forth herein including, without limitation, in Section 11 hereof shall
survive any such termination) and the Pledgee, at the request and expense of the
respective Pledgor, will promptly execute and deliver to such Pledgor a proper
instrument or instruments acknowledging the satisfaction and termination of this
Agreement, and will duly assign, transfer and deliver to such Pledgor (without
recourse and without any representation or warranty) such of the Collateral of
such Pledgor as may be in the possession of the Pledgee and as has not
theretofore been sold or otherwise applied or released pursuant to this
Agreement. As used in this Agreement, "Termination Date" shall mean the date
upon which the Total Commitment and all Interest Rate Protection and Other
Hedging Agreements have been terminated, no Note
13
Page 13
is outstanding (and all Loans have been paid in full), all Letters of Credit
have been terminated (or cash collateralized to the Pledgee's satisfaction) and
all other Obligations then owing have been paid in full and there shall exist no
unsatisfied claim for reimbursement by any Indemnitee pursuant to Section 11.
(b) In the event that any part of the Collateral is sold in
connection with a sale permitted by the Credit Agreement or is otherwise
released at the direction of the Required Banks (or all the Banks if required by
Section 13.12 of the Credit Agreement), and the proceeds of such sale or sales
or from such release are applied in accordance with the terms of the Credit
Agreement, such Collateral will be sold free and clear of the Liens created by
this Agreement and the Pledgee, at the request and expense of the respective
Pledgor, will duly assign, transfer and deliver to such Pledgor (without
recourse and without any representation or warranty) such of the Collateral of
such Pledgor as is then being (or has been) so sold or released and as may be in
possession of the Pledgee and has not theretofore been released pursuant to this
Agreement.
(c) At any time that a Pledgor desires that Collateral be
released as provided in the foregoing Section 18(a) or (b), it shall deliver to
the Pledgee a certificate signed by its chief financial officer or another
authorized senior officer stating that the release of the respective Collateral
is permitted pursuant to Section 18(a) or (b). If reasonably requested by the
Pledgee (although the Pledgee shall have no obligation to make any such
request), the relevant Pledgor shall furnish appropriate legal opinions (from
counsel, which may be in-house counsel, reasonably acceptable to the Pledgee) to
the effect set forth in the immediately preceding sentence. The Pledgee shall
have no liability whatsoever to any Secured Creditor as the result of any
release of Collateral by it as permitted by this Section 18.
19. NOTICES, ETC. All notices and other communications
hereunder shall be in writing (including telegraphic, telex, facsimile
transmission or cable communication) and shall be delivered, mailed,
telegraphed, telexed, facsimile transmitted or cabled, addressed:
(a) if to any Pledgor, at its address set forth opposite its
signature below;
(b) if to the Pledgee, at:
Banque Paribas
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000;
(c) if to any Bank Creditor, either (x) to the Agent, at the
address of the Agent specified in the Credit Agreement or (y) at such
address as such Bank Creditor shall have specified in the Credit
Agreement;
14
Page 14
(d) if to any Other Creditor, to the trustee, paying agent or
other similar representative for the Other Creditors (each, a
"Representative"), at such address as such Representative may have
provided to the Borrower and the Pledgee from time to time, or, in the
absence of a Representative, directly to the Other Creditors at such
address as the Other Creditors shall have specified in writing to the
Borrower and the Pledgee;
or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder. All such notices
and communications shall, when mailed, telegraphed, telexed, facsimile
transmitted or cabled or sent by overnight courier, be effective on the third
Business Day following deposit in the mails, certified, return receipt
requested, when delivered to the telegraph company, cable company or on the day
following delivery to an overnight courier, as the case may be, or sent by telex
or facsimile device.
20. WAIVER; AMENDMENT. None of the terms and conditions of
this Agreement may be changed, waived, modified or varied in any manner
whatsoever unless in writing duly signed by each Pledgor directly affected
thereby and the Pledgee (with the written consent of either (x) the Required
Banks (or all the Banks if required by Section 13.12 of the Credit Agreement) at
all times prior to the time at which all Credit Document Obligations have been
paid in full or (y) the holders of at least a majority of the outstanding Other
Obligations at all times after the time at which all Credit Document Obligations
have been paid in full); provided, that any change, waiver, modification or
variance affecting the rights and benefits of a single Class (as defined below)
of Secured Creditors (and not all Secured Creditors in a like or similar manner)
shall require the written consent of the Requisite Creditors (as defined below)
of such Class. For the purpose of this Agreement, the term "Class" shall mean
each class of Secured Creditors, i.e., whether (i) the Bank Creditors as holders
of the Credit Document Obligations or (ii) the Other Creditors as holders of the
Other Obligations. For the purpose of this Agreement, the term "Requisite
Creditors" of any Class shall mean each of (i) with respect to the Credit
Document Obligations, the Required Banks and (ii) with respect to the Other
Obligations, the holders of at least a majority of all obligations outstanding
from time to time under the Interest Rate Protection or Other Hedging
Agreements.
21. MISCELLANEOUS. (a) This Agreement shall be binding upon
the successors and assigns of each Pledgor and shall inure to the benefit of and
be enforceable by the Pledgee and each other Secured Creditor and their
respective successors and assigns.
(b) THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
(c) The headings in this Agreement are for purposes of
reference only and shall not limit or define the meaning hereof.
(d) This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
constitute one instrument.
15
Page 15
22. LIMITED OBLIGATIONS. It is the desire and intent of each
Pledgor, the Pledgee and the other Secured Creditors that this Agreement shall
be enforced against each Pledgor to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is
sought. If and to the extent that the obligations of each Pledgor under this
Agreement shall be adjudicated to be invalid or unenforceable for any reason
(including, without limitation, because of any applicable state or federal law
relating to fraudulent conveyances or transfers, which laws would determine the
solvency of each Pledgor by reference to the full amount of the Obligations at
the time of the execution and delivery of this Agreement), then the amount of
the Obligations of each Pledgor shall be deemed to be reduced and such Pledgor
shall pay the maximum amount of the Obligations which would be permissible under
the applicable law.
23. WAIVER OF JURY TRIAL. To the extent permitted by
applicable law, each Pledgor and the Pledgee each hereby irrevocably waives all
right to a trial by jury in any action, proceeding or counterclaim arising out
of or relating to this Agreement or the transactions contemplated hereby.
24. SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
25. ADDITIONAL PLEDGORS. Each Subsidiary of the Borrower which
is required by the terms of the Credit Agreement to become a party to this
Agreement shall become a Pledgor for all purposes of this Agreement upon
execution of a counterpart hereof or of an assumption agreement in form and
substance satisfactory to the Collateral Agent and the delivery of same to the
Collateral Agent.
* * * *
16
Address: VIDEO UPDATE, INC.,
0000 Xxxxx Xxxxx Xxxxxx as a Pledgor
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: MOOVIES, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: TINSELTOWN VIDEO, INC.,
c/o Video Update, Inc. as a Pledgor
3100 World Trade Center
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000 By /S/ XXXXXX X. XXXXXX
------------------------
Attention: President Name:
Tel: (000) 000-0000 Title:
Fax: (000) 000-0000
Address: XXXXXXXX VIDEO, INC.,
c/o Video Update, Inc. as a Pledgor
3100 World Trade Center
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000 By /S/ XXXXXX X. XXXXXX
------------------------
Attention: President Name:
Tel: (000) 000-0000 Title:
Fax: (000) 000-0000
Address: VUI MERGER CORP.,
c/o Video Update, Inc. as a Pledgor
3100 World Trade Center
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000 By /S/ XXXXXX X. XXXXXX
------------------------
Attention: President Name:
Tel: (000) 000-0000 Title:
Fax: (000) 000-0000
17
Address: MOOVIES OF THE CAROLINAS, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: MOOVIES OF GEORGIA, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: MOOVIES OF IOWA, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: MOOVIES OF MICHIGAN, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: MOVIE WAREHOUSE FRANCHISE
000 Xxxxxxxxxx Xxxxxxx SYSTEMS, INC.,
Suite 200 as a Pledgor
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
18
Address: E.C.6., INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: SONI, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: PQ3, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: SNO, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: GBO, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
19
Address: D-XXXXXX, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: DCO, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: PTO, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: THE MOVIE STORE, INC. #2,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: THE MOVIE STORE III, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
20
Address: ALPHARETTA MEDIA ASSOCIATES,
000 Xxxxxxxxxx Xxxxxxx INC., as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: RIO MEDIA ASSOCIATES, INC.,
000 Xxxxxxxxxx Xxxxxxx as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Address: PIC-A-FLICK OF GREENVILLE,
000 Xxxxxxxxxx Xxxxxxx INC., as a Pledgor
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President By /S/ XXXXXX X. XXXXXX
Tel: (000) 000-0000 ------------------------
Fax: (000) 000-0000 Name:
Title:
Accepted and Agreed to:
BANQUE PARIBAS,
as Collateral Agent, as Pledgee
By /S/ X. XXXXXX
------------------------------
Name: Xxx Xxxxxx
Title: M. Director
By
------------------------------
Name:
Title:
