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EXHIBIT 10.6
RANGER AEROSPACE CORPORATION
INVESTOR STOCK AGREEMENT
THIS AGREEMENT is made as of April 2, 1998, between Ranger
Aerospace Corporation, a Delaware corporation (the "Company"), and Xxxx X.
Xxxxxxx, M.D., in his sole capacity as Trustee of the Xxxxxxxx Xxxxxxxx Trust
UAD 10/1/93 ("Investor") and Xxxxxx Xxxxxxxx ("Chairman").
The Company and the Investor desire to enter into an agreement
pursuant to which Investor shall acquire 5,964.8 shares of the Company's Class A
Common Stock, par value $.01 per share (the "Class A Common Stock") at a price
of $100 per share. Together, the Class A Common, the Company's Class B Common
Stock par value $.01 per share (the "Class B Common" and, together with the
Class A Common, the "Common Stock"), the Company's 10 1/2 Subordinated Notes
(the "Notes") and the Company's Series A Preferred Stock (the "Preferred Stock")
are referred to herein as the "Company Stock." All of such shares of Company
Stock acquired hereunder and all shares of Company Stock hereafter acquired by
Investor are referred to herein as "Investor Stock." Certain definitions are set
forth in paragraph 5 of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Acquisition, Purchase and Sale of Investor Stock.
(a) Upon execution of this Agreement, Investor shall purchase,
and the Company shall sell 5,964.8 shares of Class A Common for an aggregate
purchase price of $596,480. The Company shall deliver to Investor the
certificate representing such shares of Class A Common, and Investor shall
deliver to the Company a promissory note in the form of Annex A attached hereto
in an aggregate principal amount of $596,480 (the "Investor Note"). Investor's
obligations under the Investor Note shall be secured by a pledge to the Company
of the Investor Stock purchased hereunder, and in connection therewith, Investor
shall enter into a pledge agreement in the form of Annex B attached hereto.
(b) In connection with the purchase and sale of Investor Stock
hereunder, Investor represents and warrants to the Company that:
(i) The Investor Stock to be acquired by Investor
pursuant to this Agreement shall be acquired for Investor's own account
and not with a view to, or intention of, distribution thereof in
violation of the 1933 Act, or any applicable state securities laws, and
the Investor Stock shall not be disposed of in contravention of the
1933 Act or any applicable state securities laws.
(ii) Investor is sophisticated in financial matters
and is able to evaluate the risks and benefits of the investment in the
Investor Stock.
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(iii) Investor is able to bear the economic risk of his
investment in the Investor Stock for an indefinite period of time.
Investor understands that the Investor Stock has not been registered
under the 1933 Act and, therefore, cannot be sold unless subsequent ly
registered under the 1933 Act or an exemption from such registration is
available.
(iv) Investor has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the offering of
Investor Stock and has had full access to (A) such other information
concerning the Company as he has requested and (B) such other
information which is necessary and desirable to make an informed
investment decision regarding the purchase of Investor Stock hereunder.
Investor has reviewed a copy of the Share Purchase Agreement, dated as
of March 14, 1998 and as amended as of the date hereof, between the
Company, Viad Corp. and Viad Service Company, Limited and the
Securities Purchase Agreement dated as of the date hereof, between the
Company, Xxxx Xxxxxxx Mutual Life Insurance Company and CIBC Wood Gundy
Ventures, Inc., and the other Persons named therein, and Investor is
familiar with the transactions contemplated thereby.
(v) This Agreement constitutes the legal, valid and
binding obligation of Investor, enforceable in accordance with its
terms, and the execution, delivery and performance of this Agreement by
Investor does not and shall not conflict with, violate or cause a
breach of any agreement, contract or instrument to which Investor is a
party or any judgment, order or decree to which Investor is subject.
(c) As an inducement to the Company to issue the Investor
Stock to Investor, and as a condition thereto, Investor and Chairman acknowledge
and agree that:
(i) neither the issuance of the Investor Stock to
Investor nor any provision contained herein shall entitle Chairman to
remain in the employment of the Company or its Subsidiaries or affect
the right of the Company to terminate Chairman's employment at any
time; and
(ii) the Company shall have no duty or obligation to
disclose to Investor, and Investor shall have no right to be advised
of, any material information regarding the Company or its Subsidiaries
at any time prior to, upon or in connection with the repurchase of
Investor Stock upon the Chairman's Termination or as otherwise provided
hereunder.
(d) The Company and Investor acknowledge and agree that this
Agreement has been executed and delivered, and the Investor Stock has been
issued hereunder, in connection with and as a part of the compensation and
incentive arrangements between ASIG and Chairman.
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2. Repurchase Option.
(a) In the event of Chairman's Termination for Cause, the
Investor Stock (whether held by Investor or one or more of Investor's
transferees) shall be subject to repurchase by the Company pursuant to the terms
and conditions set forth in this paragraph 2 (the "Repurchase Option").
(b) The purchase price for each share of Investor Stock
purchased pursuant to this paragraph 2 shall be the Fair Market Value of such
share (determined as of the date of Chairman's Termination).
(c) The Company may elect to purchase all of the Investor
Stock by delivering written notice (the "Repurchase Notice") to the holder or
holders of Investor Stock within 90 days after the Chairman's Termination. The
Repurchase Notice shall set forth the number of shares of each class of Investor
Stock to be acquired from each holder of Investor Stock, the aggregate consid
eration to be paid for such shares and the time and place for the closing of the
transaction. The number of shares to be repurchased by the Company shall first
be satisfied to the extent possible from the shares of Investor Stock held by
Investor at the time of delivery of the Repurchase Notice. If the number of
shares of Investor Stock then held by Investor is less than the total number of
shares of Investor Stock the Company has elected to purchase, the Company shall
purchase the remaining shares elected to be purchased from the other holder(s)
of Investor Stock under this Agreement, pro rata according to the number of
shares of Investor Stock held by such other holder(s) at the time of delivery of
such Repurchase Notice (determined as close as practicable to the nearest whole
shares).
(d) The closing of the purchase of Investor Stock pursuant to
the Repurchase Option shall take place on the date designated by the Company in
the Repurchase Notice, which date shall not be more than thirty (30) days nor
less than five days after the delivery of such notice. The Company shall pay for
the Investor Stock to be purchased pursuant to the Repurchase Option by
delivery, at the option of the Company, of (i) cancellation or exchange of the
Investor Note, (ii) a check or wire transfer of funds, (iii) any combination of
(i) or (ii) in the aggregate amount of the purchase price for such shares. In
addition, the Company may pay the purchase price for such shares by offsetting
amounts outstanding under the Investor Note issued to the Company hereunder and
any other bona fide debts owed by Investor or Chairman to the Company. The
Company shall be entitled to receive customary representations and warranties
from the sellers regarding such sale of shares (including representations and
warranties regarding good title to such shares and that such shares are free and
clear of any liens or encumbrances) and to require all sellers' signatures be
guaranteed by a national bank or reputable securities broker.
(e) The right of the Company to repurchase Investor Stock
pursuant to this paragraph 2 shall terminate 90 days after Chairman's
Termination unless the Company has otherwise made a timely election to
repurchase Investor Stock pursuant to paragraph 2(c).
(f) Notwithstanding anything to the contrary contained in this
Agreement, all repurchases of Investor Stock by the Company shall be subject to
applicable restrictions contained in the Delaware General Corporation Law and in
the Company's and its Subsidiaries debt and equity
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financing agreements. If any such restrictions prohibit the repurchase of
Investor Stock hereunder which the Company is otherwise entitled to make, the
time periods provided in this paragraph 2 shall be suspended, and the Company
may make such repurchases as soon as it is permitted to do so under such
restrictions; provided that the purchase price for such shares of Investor Stock
shall be determined as of the date of Chairman's Termination and shall accrue
interest at an annual rate of 9.5% from the date of Chairman's Termination to
the date on which such purchase price is paid.
3. Restrictions on Transfer. Investor shall not sell,
transfer, assign, pledge, or otherwise dispose of any interest in any shares of
Investor Stock (each, a "Transfer"), except with the consent of the Board of
Directors (the "Board") and pursuant to paragraphs 2 and 3 of the
Securityholders Agreement of even date. Any prospective transferee should
execute and deliver to the Company an instrument evidencing its agreement to be
bound to the provisions hereof.
4. Legend. Each note or certificate evidencing Investor Stock
issued pursuant to the terms of this Agreement shall be stamped or otherwise
imprinted with a legend in substantially the following form:
"The securities represented by this certificate are subject to
an Investor Stock Agreement dated as of April 2, 1998 among
the issuer of such securities (the "Company") and the Investor
named therein, as amended and modified from time to time. A
copy of such Investor Stock Agreement shall be furnished
without charge by the Company to the holder hereof upon
written request."
5. Definitions.
"ASIG" means Aircraft Services International Group, Inc., a
Delaware corporation.
"Board" has the meaning set forth in paragraph 3.
"Cause" shall have the meaning set forth in the Chairman
Agreement.
"Chairman Agreement" means the Chairman Agreement of even date
herewith between the Company, ASIG, Tioga Capital Corporation and Xxxxxx
Xxxxxxxx.
"Fair Market Value" means, with respect to each share of
Investor Stock, the average of the closing prices of the sales of Investor Stock
of such class on all securities exchanges on which such class of Investor Stock
may at the time be listed, or, if there have been no sales on any such exchange
on any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day a class of Investor Stock is
not so listed, the average of the representative bid and asked prices quoted in
the NASDAQ System as of 4:00 P.M., New York time, or, if on any day the class of
Investor Stock is not quoted in the NASDAQ System, the average of the highest
bid and lowest asked prices on such day in the domestic over-the-counter market
as reported by the National Quotation Bureau Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which the Fair Market
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Value is being determined and the 20 consecutive business days prior to such
day. If at any time a class of Investor Stock is not listed on any securities
exchange or quoted in the NASDAQ System or the over-the-counter market, the Fair
Market Value shall be the fair value of such share of Investor Stock shall be
determined in good faith by the Board; provided that if Chairman disagrees with
the Board's determination of fair value, the Chairman shall provide its
indication of Fair Market Value within ten (10) days. Then, the Board shall
select an appraiser of nationally recognized standing qualified in valuing
interests in businesses such as the Investor Stock (a "Qualified Appraiser"),
Chairman shall select a Qualified Appraiser, and the two Qualified Appraisers
will together select a third Qualified Appraiser who shall determine the Fair
Market Value of the Investor Stock. The determination of the third Qualified
Appraiser shall be final, nonappealable and binding upon the parties and the
fees and expenses of all three Qualified Appraisers shall be borne by the party
whose indication of Fair Market Value is farther from the determination of the
Qualified Appraiser. For example, if the Board determines Fair Market Value to
be $100 per share and Chairman indicates Fair Market Value is $200 per share,
and the Qualified Appraiser determines Fair Market Value to be $120 per share,
the fees and expenses of all three Qualified Appraisers shall be borne by
Chairman.
"Independent Third Party" means any person (other than
Chairman and the executive employees of the Company and its Subsidiaries) (i)
who, immediately prior to the contemplated transaction, does not own Company
Stock representing in excess of 5% of the Company's Voting Power, (ii) who is
not controlling, controlled by or under common control with any such person, or
(iii) who is not the spouse or descendant (by birth or adoption) of any such
person.
"Investor Stock" includes Investor Stock in the hands of any
holder other than Investor (except for the Company and the Others Investors and
except for transferees in a Public Sale), and except as otherwise provided
herein, each such other holder of Investor Stock shall succeed to all rights and
obligations attributable to Investor as a holder of Investor Stock hereunder.
Investor Stock shall also include shares of the Company's capital stock issued
with respect to Investor Stock by way of a stock split, stock dividend or other
recapitalization.
"1933 Act" means the Securities Act of 1933, as amended from
time to time.
"Permanent Disability" means a disability which, in the good
faith judgment of the Board of Directors, renders the Chairman mentally
incapacitated or physically disabled so that he is unable to engage in his usual
duties for a period of ninety (90) days or more, whether consecutive or not,
within any twelve (12) consecutive month period.
"Public Sale" means any sale pursuant to a registered public
offering under the 1933 Act or any sale to the public pursuant to Rule 144
promulgated under the 1933 Act effected through a broker, dealer or market
maker.
"Sale of the Company" means the sale of the Company to an
Independent Third Party or affiliated group of Independent Third Parties
pursuant to which such party or parties acquire (i) capital stock of the Company
possessing a majority of the Company's Voting Power (whether by
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merger, consolidation or sale or transfer of the Company's capital stock) or
(ii) all or substantially all of the Company's assets determined on a
consolidated basis.
"Securityholders Agreement" means the securityholders
agreement of even date herewith between the Company, Investor, Xxxx Xxxxxxx
Mutual Life Insurance Company, CIBC Wood Gundy Ventures, Inc., and certain other
Persons.
"Subsidiary" means any corporation of which the Company owns
securities having a majority of the ordinary voting power in electing the board
of directors directly or through one or more subsidiaries.
"Termination" has the meaning set forth in the Chairman
Agreement.
"Voting Power" means, with respect to each share of Company
Stock as determined on a fully-diluted basis, one (1) vote per share with
respect to each share of Class A Common and each share of Class B Common
(whether designated as voting or nonvoting) and one (1) vote for every $100 of
liquidation value of Preferred Stock or principal amount of Notes.
6. Notices. Any notice provided for in this Agreement must be
in writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipient at the address below
indicated:
To the Company:
Ranger Aerospace Corporation
GSP International Airport
Box 12233
Xxxxxxxxxx, XX 00000
Attention: Chief Financial Officer
With copies (which will not constitute notice) to:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, P.C.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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To Investor:
Xxxxxxxx Xxxxxxxx Trust, UAD 10/1/93
c/o Xxxxxx Xxxxxxxx
Tioga Capital Corporation
000 Xxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxxxx Xxxxxx, Esq.
Coudert Brothers
0000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so
delivered.
7. General Provisions.
(a) Transfers in Violation of Agreement. Any Transfer or
attempted Transfer of Investor Stock in violation of any provision of this
Agreement shall be void, and the Company shall not record such Transfer on its
books or treat any purported transferee of such Investor Stock as the owner of
such stock for any purpose. Notwithstanding the preceding sentence and the
Securityholders Agreement of even date herewith, Investor may pledge all shares
of Investor Stock to the Company to secure payment of the Investor Note.
(b) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(c) Complete Agreement. This Agreement and those documents
expressly referred to herein embody the complete agreement and understanding
among the parties and supersede and preempt any prior understandings, agreements
or representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.
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(d) Counterparts. This Agreement may be executed in any number
of counterparts, each of which is deemed to be an original and all of which
taken together constitute one and the same agreement.
(e) Successors and Assigns. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by the Company, Chairman and Investor and their respective successors and
assigns (including subsequent holders of Investor Stock); provided that the
rights and obligations of Investor under this Agreement shall not be assignable
except in connection with a permitted transfer of Investor Stock hereunder; and
provided further that the Company's right to repurchase shares of Investor Stock
pursuant to paragraph 2 shall not be assignable.
(f) Choice of Law. The corporate law of the State of Delaware
shall govern all questions concerning the relative rights of the Company or its
stockholders. All other questions con cerning the construction, validity,
enforcement and interpretation of this Agreement and the exhibits hereto shall
be governed by the internal law, and not the law of conflicts, of the State of
Delaware.
(g) Remedies. Each of the parties to this Agreement shall be
entitled to enforce its rights under this Agreement specifically, to recover
damages and costs (including reasonable attorney's fees) caused by any breach of
any provision of this Agreement and to exercise all other
rights existing in its favor. The parties hereto agree and acknowledge that
money damages would not be an adequate remedy for any breach of the provisions
of this Agreement and that any party shall be entitled to specific performance
and/or other injunctive relief (without posting any bond or deposit) from any
court of law or equity of competent jurisdiction in order to enforce or prevent
any violations of the provisions of this Agreement.
(h) Amendment and Waiver. The provisions of this Agreement may
be amended and waived only in a writing signed by the Company and Investor.
(i) Business Days. If any time period for giving notice or
taking action hereunder expires on a day which is a Saturday, Sunday or legal
holiday in the state in which the Company's executive office is located, the
time period shall be automatically extended to the business day immediately
following such Saturday, Sunday or holiday.
(j) Information. If at any time after the termination of
Xxxxxx Xxxxxxxx'x service as Chairman under the Chairman Agreement, Investor and
its Permitted Transferees hold, in the aggregate, in excess of 1% of the
outstanding capital stock of the Company, the Company shall provide to Investor
unaudited quarterly financial statements and audited annual financial statements
within thirty (30) days after such financial statements have been prepared.
8. Third Party Beneficiaries. Except as expressly provided
herein, no third party beneficiaries are intended or shall be deemed to be
created hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
RANGER AEROSPACE CORPORATION,
a Delaware corporation
By: /s/ XXXXXXX X. XXXXXX
---------------------------
Its: President
---------------------------
XXXXXXXX XXXXXXXX TRUST,
UAD 10/1/93
By: /s/ XXXX X. XXXXXXX
---------------------------
Its: Trustee
---------------------------
/s/ XXXXXX X. XXXXXXXX
--------------------------------
XXXXXX XXXXXXXX
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ANNEX A
PROMISSORY NOTE
$596,480 April 2, 1998
For value received, the Xxxxxxxx Xxxxxxxx Trust ("Promisor")
promises to pay to the order of Ranger Aerospace Corporation, Inc., a Delaware
corporation (the "Company"), the aggregate principal sum of $596,480. This Note
was issued pursuant to and is subject to the terms of the Investor Stock
Agreement, dated as of the date hereof, between the Company and Promisor (the
"Investor Stock Agreement"). Unless otherwise indicated herein, capitalized
terms used in this Note have the meaning set forth in the Investor Stock
Agreement.
Interest shall accrue on a daily basis on the outstanding
principal amount of this Note at a rate equal to the lesser of (i) 9.5% per
annum, compounded annually, computed on the basis of a 360 day year and the
actual number of days elapsed or (ii) the highest rate permitted by applicable
law, and shall be payable at such time as the principal of this Note becomes due
and payable.
Payments of principal of, and accrued and unpaid interest
under, this Note shall be due and payable on the tenth anniversary of the date
hereof, except as otherwise provided herein or in the Investor Stock Pledge
Agreement of even date herewith (the "Investor Stock Pledge Agreement").
Payments of principal of, and accrued and unpaid interest
under, this Note shall be due and payable upon Investor's receipt of proceeds
from the transfer of any Investor Stock (other than a transfer to a Permitted
Transferee, as defined in, and in accordance with, the Securityholders
Agreement) in the full amount of such proceeds (net of costs of sale and any
taxes attributable thereto) or such lesser amount as is necessary to pay the
full amount of outstanding principal of and accrued interest under this Note and
for Promisor to otherwise fully and finally discharge its obligations under this
Note. Promisor may, at his option, pay all or any portion of the principal of,
and accrued and unpaid interest under, this Note at any time prior to the
maturity hereof without penalty or premium. Promisor may, at his option, pay all
or any portion of amounts due under this Note by surrendering to the Company
shares of Investor Stock having a Fair Market Value equal to the amount of such
payment. Any payment hereunder shall be applied first to pay accrued and unpaid
interest under this Note and second to reduce the outstanding principal amount
of this Note.
The amounts due under this Note are secured by a pledge of the
Pledged Shares (as such term is defined in the Investor Stock Pledge Agreement.
Any cash dividends declared and paid with respect to the Pledged Shares shall be
payable directly to the Company and shall be applied to reduce the outstanding
principal amount (and any interest thereon) of this Note and any cash dividends
paid to Promisor with respect to the Pledged Shares will be promptly remitted to
the Company and shall be applied to reduce the outstanding principal amount (and
any interest thereon) of this Note.
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Notwithstanding anything to the contrary contained herein or
in the Investor Stock Agreement, it is expressly agreed that the Company or any
subsequent holder of this Note shall look only to the Pledged Shares (and not to
the Promisor) with respect to amounts owed under this Note in excess of the sum
of (i) 25% of the outstanding principal amount of this Note and (ii) 25% of all
accrued interest on the Note, it being understood that, with respect to such
amounts, this Note shall be without recourse to Promisor with respect to
aggregate defaults in payment on the Note exceeding such amount.
In the event Promisor fails to pay any amounts due hereunder
when due, Promisor shall pay to the holder hereof, in addition to such amounts
due, all costs of collection, including reasonable attorneys fees.
Promisor, or his successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and nonpayment of this Note, and expressly agrees that this Note, or
any payment hereunder, may be extended from time to time and that the holder
hereof may accept security for this Note or release security for this Note, all
without in any way affecting the liability of Promisor hereunder.
Any failure by the Company to exercise any right hereunder
shall not be construed as a waiver of its right to exercise the same or any
other right hereunder at any other time.
This Note and all rights hereunder shall be governed by the
internal laws, and not the laws of conflicts, of the State of Delaware.
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IN WITNESS WHEREOF, this Promissory Note has been executed as
of the date first above written.
RANGER AEROSPACE CORPORATION,
a Delaware Corporation
By: /s/ XXXXXXX X. XXXXXX
-----------------------------
Its: President
----------------------------
XXXXXXXX XXXXXXXX TRUST,
UAD 10/1/93
By: /s/ XXXX X. XXXXXXX
-----------------------------
Its: Trustee
----------------------------
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ANNEX B
RANGER AEROSPACE CORPORATION
INVESTOR STOCK PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT is made as of April 2, 1998, between the
Xxxxxxxx Xxxxxxxx Trust ("Pledgor"), and Ranger Aerospace Corporation, a
Delaware corporation (the "Company").
The Company and Pledgor are parties to an Investor Stock
Agreement of even date herewith, pursuant to which Pledgor acquired and
purchased 5,964.8 shares of the Company's Class A Common Stock, $.01 par value
per share (the "Pledged Shares"), for an aggregate purchase price of $596,480.
The Company has allowed Pledgor to purchase the Pledged Shares by delivery to
the Company of a promissory note (the "Note") in the aggregate principal amount
of $596,480. This Pledge Agreement provides the terms and conditions upon which
the Note is secured by a pledge to the Company of the Pledged Shares.
NOW, THEREFORE, in consideration of the premises contained
herein and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, and in order to induce the Company to accept the
Note as payment for the Pledged Shares, Pledgor and the Company hereby agree as
follows:
1. Pledge. Pledgor hereby pledges to the Company, and grants
to the Company a security interest in, the Pledged Shares as security for the
prompt and complete payment when due of the unpaid principal of and interest on
the Note and full payment and performance of the obligations and liabilities of
Pledgor hereunder.
2. Delivery of Pledged Shares. Upon the execution of this
Pledge Agreement, Pledgor shall deliver to the Company the certificate(s)
representing the Pledged Shares, together with duly executed forms of assignment
sufficient to transfer title thereto to the Company.
3. Voting Rights; Cash Dividends. Notwithstanding anything to
the contrary contained herein, during the term of this Pledge Agreement until
such time as there exists a default in the payment of principal or interest on
the Note or any other default under the Note or hereunder, Pledgor shall be
entitled to all voting rights with respect to the Pledged Shares and shall be
entitled to receive all cash dividends paid in respect of the Pledged Shares.
Upon the occurrence of and during the continuance of any such default, Pledgor
shall no longer be able to vote the Pledged Shares and the Company shall retain
all such cash dividends payable on the Pledged Shares as additional security
hereunder.
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4. Stock Dividends; Distributions, etc. If, while this Pledge
Agreement is in effect, Pledgor becomes entitled to receive or receives any
securities or other property as an addition to, in substitution of, or in
exchange for any of the Pledged Shares (whether as a distribution in connection
with any recapitalization, reorganization or reclassification, a stock dividend
or otherwise), Pledgor shall accept such securities or other property on behalf
of and for the benefit of the Company as additional security for Pledgor's
obligations under the Note and shall promptly deliver such additional security
to the Company together with duly executed forms of assignment, and such
additional security shall be deemed to be part of the Pledged Shares hereunder.
5. Default. If Pledgor defaults in the payment of the
principal or interest under the Note when it becomes due (whether upon demand,
acceleration or otherwise) or any other event of default under the Note or this
Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the
Company may exercise any and all the rights, powers and remedies of any owner of
the Pledged Shares (including the right to vote the shares and receive dividends
and distributions with respect to such shares) and shall have and may exercise
without demand any and all the rights and remedies granted to a secured party
upon default under the Uniform Commercial Code of the State of Florida or
otherwise available to the Company under applicable law. Without limiting the
foregoing, the Company is authorized to sell, assign and deliver at its
discretion, from time to time, all or any part of the Pledged Shares at any
private sale or public auction, on not less than ten days written notice to
Pledgor, at such price or prices and upon such terms as the Company may deem
advisable. Pledgor shall have no right to redeem the Pledged Shares after any
such sale or assignment. At any such sale or auction, the Company may bid for,
and become the purchaser of, the whole or any part of the Pledged Shares offered
for sale. In case of any such sale, after deducting the costs, attorneys' fees
and other expenses of sale and delivery, the remaining proceeds of such sale
shall be applied to the principal of and accrued interest on the Note; provided
that after payment in full of the indebtedness evidenced by the Note, the
balance of the proceeds of sale then remaining shall be paid to Pledgor and
Pledgor shall be entitled to the return of any of the Pledged Shares remaining
in the hands of the Company. Pledgor shall be liable for an amount not to exceed
25% of the outstanding principal and accrued interest on the Note for any
deficiency if the remaining proceeds are insufficient to pay the indebtedness
under the Note in full, including the fees of any attorneys employed by the
Company to collect such deficiency.
6. Costs and Attorneys' Fees. All costs and expenses
(including reasonable attorneys' fees) incurred in exercising any right, power
or remedy conferred by this Pledge Agreement or in the enforcement thereof,
shall become part of the indebtedness secured hereunder and shall be paid by
Pledgor or repaid from the proceeds of the sale of the Pledged Shares hereunder.
7. Payment of Indebtedness and Release of Pledged Shares. Upon
payment in full of the indebtedness evidenced by the Note, the Company shall
surrender the Pledged Shares to Pledgor together with all forms of assignment.
8. No Other Liens; No Sales or Transfers. Pledgor hereby
represents and warrants that he has good and valid title to all of the Pledge
Shares, free and clear of all liens, security interests and other encumbrances
(except as expressly contemplated by the Investor Stock Agreement and the
Securityholders Agreement of even date herewith), and Pledgor hereby covenants
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that, until such time as all of the outstanding principal of and interest on the
Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to
exist any pledge, security interest, encum brance, lien or charge of any kind
against the Pledged Shares or Pledgor's rights or a holder thereof, other than
pursuant to this Agreement and the Securityholders Agreement of even date
herewith, or (ii) sell or otherwise transfer any Pledged Shares or any interest
therein.
9. Further Assurances. Pledgor agrees that at any time and
from time to time upon the written request of the Company, Pledgor shall execute
and deliver such further documents (including UCC financing statements) and do
such further acts and things as the Company may reasonably request in order to
effect the purposes of this Pledge Agreement.
10. Severability. Any provision of this Pledge 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.
11. No Waiver; Cumulative Remedies. The Company shall not by
any act, delay, omission or otherwise be deemed to have waived any of its rights
or remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Company, and then only to the extent therein set forth. A waiver by the
Company of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Company would otherwise have
on any future occasion. No failure to exercise nor any delay in exercising on
the part of the Company, any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided are cumulative and may be
exercised singly or concurrently, and are not exclusive of any rights or
remedies provided by law.
12. Waivers, Amendments; Applicable Law. None of the terms or
provisions of this Pledge Agreement may be waived, altered, modified or amended
except by an instrument in writing, duly executed by the parties hereto. This
Agreement and all obligations of the Pledgor hereunder shall together with the
rights and remedies of the Company hereunder, inure to the benefit of the
Company and its successors and assigns. This Pledge Agreement shall be governed
by, and be construed and interpreted in accordance with, the laws of the State
of Florida.
* * * *
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IN WITNESS WHEREOF, this Pledge Agreement has been executed as of the
date first above written.
RANGER AEROSPACE CORPORATION
By: /s/ XXXXXXX X. XXXXXX
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Its: President
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XXXXXXXX XXXXXXXX TRUST
UAD 10/1/93
By: /s/ XXXX X. XXXXXXX
-----------------------------
Its: Trustee
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