NON-RECOURSE GUARANTY AND PLEDGE AGREEMENT
NON-RECOURSE GUARANTY AND PLEDGE AGREEMENT, dated as
of September 19, 1996, between INTEK DIVERSIFIED CORPORATION,
a Delaware corporation (the "Pledgor"), and SECURICOR
COMMUNICATIONS LIMITED, a company incorporated under the laws
of England and Wales ("Lender").
W I T N E S S E T H:
WHEREAS, Pledgor is the record and beneficial owner
of the shares of stock described in Schedule I hereto (the
"Pledged Shares") issued by Midland USA, Inc., a Delaware
corporation ("Borrower"); and
WHEREAS, Borrower and Lender have entered into a
Loan Agreement, dated as of September 19, 1996 (as at any time
amended, modified or supplemented, the "Loan Agreement"),
pursuant to which Lender has agreed to make certain Revolving
Credit Advances available to Borrower (the "Loans") the
proceeds of which are to be used for Borrower's business as
described in the Loan Agreement); and
WHEREAS, Pledgor will derive substantial direct and
indirect economic benefit from the making of the Loans; and
WHEREAS, in connection with the making of the Loans
under the Loan Agreement and as security for all of the
Obligations of Borrower under the Loan Agreement, Lender is
requiring that Pledgor shall have executed and delivered this
Non-Recourse Guaranty and Pledge Agreement and granted the
security interest contemplated hereby;
NOW, THEREFORE, in consideration of the premises and
the covenants hereinafter contained, and to induce Lender to
make Loans under the Loan Agreement, it is agreed as follows:
1. DEFINITIONS. Unless otherwise defined herein,
terms defined in the Loan Agreement are used herein as therein
defined, and the following shall have (unless otherwise
provided elsewhere in this Non-Recourse Guaranty and Pledge
Agreement) the following respective meanings (such meanings
being equally applicable to both the singular and plural form
of the terms defined):
"Agreement" shall mean this Non-Recourse Guaranty
and Pledge Agreement, including all amendments, modifications
and supplements and any exhibits or schedules to any of the
foregoing, and shall refer to the Agreement as the same may be
in effect at the time such reference becomes operative.
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"Bankruptcy Code" shall mean title 11, United States
Code, as amended from time to time, and any successor statute
thereto.
"Pledged Collateral" shall have the meaning assigned
to such term in Section 2 hereof.
"Secured Obligations" shall have the meaning
assigned to such term in Section 3 hereof.
2. PLEDGE. Pledgor hereby pledges to Lender, and
grants to Lender, a first priority security interest in, all
of the following (collectively, the "Pledged Collateral")
except as otherwise provided in Section 8(b):
(a) the Pledged Shares owned by Pledgor and the
certificates representing the Pledged Shares, and all
dividends, distributions, cash, instruments and other property
or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or
all of the Pledged Shares owned by Pledgor; and
(b) all additional shares of capital stock of
Borrower from time to time acquired by Pledgor in any manner
(which shares shall be deemed to be part of the Pledged
Shares), and the certificates representing such additional
shares, and all dividends, distributions, cash, instruments
and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in
exchange for any or all of such shares.
3. SECURITY FOR OBLIGATIONS. This Agreement
secures, and the Pledged Collateral is security for, the
prompt payment in full when due, whether at stated maturity,
by acceleration or otherwise, and performance of the
Obligations, whether for principal, premium, interest, fees,
costs and expenses of Lender incurred in connection with this
Agreement, and all obligations of Pledgor now or hereafter
existing under this Agreement (collectively, the "Secured
Obligations").
4. DELIVERY OF PLEDGED COLLATERAL. All
certificates representing or evidencing the Pledged Shares
shall be delivered to and held by or on behalf of Lender
pursuant hereto and shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form
and substance satisfactory to Lender. Lender shall have the
right, at any time in its discretion and without notice to
Pledgor, to transfer to or to register in the name of Lender
or any of its nominees any or all of the Pledged Shares. In
addition, Lender shall have the right at any time to exchange
certificates or instruments representing or evidencing Pledged
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Shares for certificates or instruments of smaller or larger
denominations.
5. NON-RECOURSE GUARANTY. Pledgor hereby
guarantees to Lender, on a non-recourse basis, prompt payment
(whether at stated maturity, by acceleration or otherwise) and
performance of the Secured Obligations, it being understood
that Lender's sole recourse against Pledgor shall be limited
to the Pledged Collateral. Pledgor hereby waives any right of
subrogation, reimbursement, contribution or any similar right
against Borrower or any other guarantor in respect of the
Secured Obligations.
6. REPRESENTATIONS AND WARRANTIES. Pledgor
represents and warrants to Lender that:
(a) Pledgor is, and at the time of delivery of the
Pledged Shares to Lender pursuant to Section 4 hereof will be,
the sole holder of record and the sole beneficial owner of the
Pledged Collateral pledged by Pledgor free and clear of any
Lien thereon or affecting the title thereto except for the
Lien created by this Agreement.
(b) All of the Pledged Shares have been duly
authorized, validly issued and are fully paid and non-
assessable.
(c) Pledgor has the right and requisite authority
to pledge, assign, transfer, deliver, deposit and set over the
Pledged Collateral pledged by such Pledgor to Lender as
provided herein.
(d) None of the Pledged Shares of Pledgor has been
issued or transferred in violation of the securities registra
tion, securities disclosure or similar laws of any
jurisdiction to which such issuance or transfer may be
subject.
(e) No consent, approval, authorization or other
order of any Person and no consent, authorization, approval,
or other action by, and no notice to or filing with, any
Governmental Entity is required to be made or obtained by
Pledgor either (i) for the pledge by Pledgor of the Pledged
Collateral pursuant to this Agreement or for the execution,
delivery or performance of this Agreement by Pledgor or
(ii) for the exercise by Lender of the voting or other rights
provided for in this Agreement or the remedies in respect of
the Pledged Collateral pursuant to this Agreement, except as
may be required in connection with such disposition by laws
affecting the offering and sale of securities generally.
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(f) The pledge, assignment and delivery of the
Pledged Collateral pursuant to this Agreement will create a
valid first priority Lien on and a first priority perfected
security interest in the Pledged Collateral pledged by
Pledgor, and the proceeds thereof, securing the payment of the
Secured Obligations, subject to no other Lien or security
interest.
(g) This Agreement has been duly executed and
delivered by Pledgor and constitutes a legal, valid and
binding obligation of Pledgor enforceable in accordance with
its terms, except as enforceability may be limited by
bankruptcy, insolvency, or other similar laws affecting the
rights of creditors generally or by the application of general
equity principles.
The representations and warranties set forth in this
Section 6 shall survive the execution and delivery of this
Agreement.
7. COVENANTS. Pledgor covenants and agrees that
until the Repayment Date:
(a) Without the prior written consent of Lender,
Pledgor will not sell, assign, transfer, pledge, or otherwise
encumber any of its rights in or to the Pledged Collateral
pledged by Pledgor or any unpaid dividends or other
distributions or payments with respect thereto or xxxxx x Xxxx
on any of the foregoing except as otherwise permitted by the
Loan Agreement.
(b) Pledgor will, at its expense, promptly execute,
acknowledge and deliver all such instruments and take all such
action as Lender from time to time may request in order to
ensure to Lender the benefits of the Liens in and to the
Pledged Collateral intended to be created by this Agreement,
including the filing of any necessary Uniform Commercial Code
financing statements, which may be filed by Lender with or
without the signature of Pledgor, and will cooperate with
Lender, at Pledgor's expense, in obtaining all necessary
approvals and making all necessary filings under federal or
state law in connection with such Liens or any sale or
transfer of the Pledged Collateral.
(c) Pledgor has and will defend the title to the
Pledged Collateral and the Liens of Lender thereon against the
claim of any Person and will maintain and preserve such Liens
until the Repayment Date.
(d) Pledgor will, upon obtaining any additional
shares of capital stock of Borrower which are not already
Pledged Collateral, promptly (and in any event within three
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(3) Business Days) deliver to Lender a Pledge Amendment, duly
executed by Pledgor, in substantially the form of Schedule II
hereto (a "Pledge Amendment"), in respect of the additional
Pledged Shares which are to be pledged pursuant to this
Agreement. Pledgor hereby authorizes Lender to attach each
Pledge Amendment to this Agreement and agrees that all Pledged
Shares listed on any Pledge Amendment delivered to Lender
shall for all purposes hereunder be considered Pledged
Collateral.
8. PLEDGOR'S RIGHTS. As long as no Default or
Event of Default shall have occurred and be continuing and
until written notice shall be given to Pledgor in accordance
with Section 9(a) hereof,
(a) Pledgor shall have the right, from time to
time, to vote and give consents with respect to the Pledged
Collateral or any part thereof for all purposes not
inconsistent with the provisions of this Agreement, the Loan
Agreement, and any other agreement; PROVIDED, HOWEVER, that no
vote shall be cast, and no consent shall be given or action
taken, which would have the effect of impairing the position
or interest of Lender in respect of the Pledged Collateral or
which would authorize or effect (except as and to the extent
expressly permitted by the Loan Agreement) (i) the dissolution
or liquidation, in whole or in part, of Borrower, (ii) the
consolidation or merger of Borrower with any other Person,
(iii) the sale, disposition or encumbrance of all or
substantially all of the assets of Borrower, (iv) any change
in the authorized number of shares, the stated capital or the
authorized share capital of Borrower or the issuance of any
additional shares of stock of Borrower, or (v) the alteration
of the voting rights with respect to the stock of Borrower;
(b) (i) Pledgor shall be entitled, from time to
time, to collect and receive for its own use and shall not be
required to pledge pursuant to Section 2, all cash dividends
paid in respect of the Pledged Shares to the extent not in
violation of the Loan Agreement other than any and all
(A) dividends paid or payable other than in cash in respect
of, and instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any
Pledged Collateral, (B) dividends and other distributions paid
or payable in cash in respect of any Pledged Collateral in
connection with a partial or total liquidation or dissolution,
and (C) cash paid, payable or otherwise distributed in
redemption of, or in exchange for, any Pledged Collateral;
PROVIDED, HOWEVER, that until actually paid all rights to such
dividends shall remain subject to the Lien created by this
Agreement; and
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(ii) all dividends (other than such cash
dividends as are permitted to be paid to Pledgor in accordance
with clause (i) above) and all other distributions in respect
of any of the Pledged Shares of Pledgor, whenever paid or
made, shall be delivered to Lender to hold as Pledged
Collateral and shall, if recovered by Pledgor, be received in
trust for the benefit of Lender, be segregated from the other
property or funds of Pledgor, and be forthwith delivered to
Lender as Pledged Collateral in the same form as so received
(with any necessary indorsement).
9. DEFAULTS AND REMEDIES. (a) Upon the occurrence
of an Event of Default and during the continuation of such
Event of Default, then or at any time after the occurrence
thereof and following written notice thereof to Pledgor
(provided that such notice is not rescinded by Lender) Lender
(personally or through an agent) is hereby authorized and
empowered to transfer and register in its name or in the name
of its nominee the whole or any part of the Pledged
Collateral, to exchange certificates or instruments
representing or evidencing Pledged Shares for certificates or
instruments of smaller or larger denominations, to exercise
the voting rights with respect thereto, to collect and receive
all cash dividends and other distributions made thereon, to
sell in one or more sales after ten (10) days' notice of the
time and place of any public sale or of the time after which a
private sale is to take place (which notice Pledgor agrees is
commercially reasonable), but without any previous notice or
advertisement, the whole or any part of the Pledged Collateral
and to otherwise act with respect to the Pledged Collateral as
though Lender was the outright owner thereof, Pledgor hereby
irrevocably constituting and appointing Lender as the proxy
and attorney-in-fact of Pledgor, with full power of
substitution to do so, and which shall remain in effect until
the Secured Obligations are paid in full; PROVIDED, HOWEVER,
Lender shall not have any duty to exercise any such right or
to preserve the same and shall not be liable for any failure
to do so or for any delay in doing so. Any sale shall be made
at a public or private sale at Lender's place of business, or
at any public building in the City of New York or elsewhere to
be named in the notice of sale, either for cash or upon credit
or for future delivery at such price as Lender may deem fair,
and Lender may be the purchaser of the whole or any part of
the Pledged Collateral so sold and hold the same thereafter in
its own right free from any claim of Pledgor or any right of
redemption. Each sale shall be made to the highest bidder,
but Lender reserves the right to reject any and all bids at
such sale which, in its discretion, it shall deem inadequate.
Demands of performance, except as otherwise herein
specifically provided for, notices of sale, advertisements and
the presence of property at sale are hereby waived and any
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sale hereunder may be conducted by an auctioneer or any
officer or agent of Lender.
(b) If, at the original time or times appointed for
the sale of the whole or any part of the Pledged Collateral,
the highest bid, if there be but one sale, shall be inadequate
to discharge in full all the Secured Obligations, or if the
Pledged Collateral be offered for sale in lots, if at any of
such sales, the highest bid for the lot offered for sale would
indicate to Lender, in its discretion, the unlikelihood of the
proceeds of the sales of the whole of the Pledged Collateral
being sufficient to discharge all the Secured Obligations,
Lender may, on one or more occasions and in its discretion,
postpone any of said sales by public announcement at the time
of sale or the time of previous postponement of sale, and no
other notice of such postponement or postponements of sale
need be given, any other notice being hereby waived; PROVIDED,
HOWEVER, that any sale or sales made after such postponement
shall be after seven (7) days' notice to Pledgor.
(c) In the event of any sales hereunder, Lender
shall, after deducting all costs or expenses of every kind
(including reasonable attorneys' fees and disbursements) for
care, safekeeping, collection, sale, delivery or otherwise,
apply the residue of the proceeds of the sales to the payment
or reduction, either in whole or in part, of the Secured
Obligations in accordance with the agreements and instruments
governing and evidencing such Obligations, returning the
surplus, if any, to Pledgor.
(d) If, at any time when Lender in its sole
discretion determines, following the occurrence and during the
continuance of an Event of Default, that, in connection with
any actual or contemplated exercise of its rights (when
permitted under this Section 9) to sell the whole or any part
of the Pledged Collateral hereunder, it is necessary or
advisable to effect a public registration of all or part of
the Pledged Collateral pursuant to the Securities Act of 1933,
as amended (or any similar statute then in effect) (the
"Act"), Pledgor shall, in an expeditious manner, and to the
extent Pledgor has authority or the right to, cause Borrower
to and if Pledgor cannot cause Borrower to, then Pledgor must
cooperate with Borrower to do all things reasonably requested
by Lender to effect such registration:
(e) Lender agrees that it will not seek any mone
tary damages from any Pledgor and that it shall only seek
specific performance of its rights under this Agreement.
Pledgor agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it
of the provisions of this Agreement and hereby agrees to waive
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the defense in any action for specific performance that a
remedy at law would be adequate.
(f) If, at any time when Lender shall determine to
exercise its right to sell the whole or any part of the
Pledged Collateral hereunder, such Pledged Collateral or the
part thereof to be sold shall not, for any reason whatsoever,
be effectively registered under the Act, Lender may, in its
discretion (subject only to applicable requirements of law),
sell such Pledged Collateral or part thereof by private sale
in such manner and under such circumstances as Lender may deem
necessary or advisable, but subject to the other requirements
of this Section 9, and shall not be required to effect such
registration or to cause the same to be effected. Without
limiting the generality of the foregoing, in any such event
Lender in its discretion (a) may, in accordance with
applicable securities laws, proceed to make such private sale
notwithstanding that a registration statement for the purpose
of registering such Pledged Collateral or part thereof could
be or shall have been filed under said Act (or similar
statute), (b) may approach and negotiate with a single
possible purchaser to effect such sale, and (c) 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 Collateral or part thereof. In addition to a
private sale as provided above in this Section 9, if any of
the Pledged Collateral shall not be freely distributable to
the public without registration under the Act (or similar
statute) at the time of any proposed sale pursuant to this
Section 9, then Lender shall not be required to effect such
registration or cause the same to be effected but, in its
discretion (subject only to applicable requirements of law),
may require that any sale hereunder (including a sale at
auction) be conducted subject to restrictions (i) as to the
financial sophistication and ability of any Person permitted
to bid or purchase at any such sale, (ii) as to the content of
legends to be placed upon any certificates representing the
Pledged Collateral sold in such sale, including restrictions
on future transfer thereof, (iii) as to the representations
required to be made by each Person bidding or purchasing at
such sale relating to that Person's access to financial
information about Pledgor and such Person's intentions as to
the holding of the Pledged Collateral so sold for investment,
for its own account, and not with a view to the distribution
thereof, and (iv) as to such other matters as Lender may, in
its discretion, deem necessary or appropriate in order that
such sale (notwithstanding any failure so to register) may be
effected in compliance with the Bankruptcy Code and other laws
affecting the enforcement of creditors' rights and the Act and
all applicable state securities laws.
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(g) Pledgor acknowledges that notwithstanding the
legal availability of a private sale or a sale subject to the
restrictions described above in paragraph (f), Lender may, in
its discretion, elect to register any or all the Pledged
Collateral under the Act (or any applicable state securities
law) in accordance with its rights hereunder. Pledgor,
however, recognizes that Lender may be unable to effect a
public sale of any or all the Pledged Collateral and may be
compelled to resort to one or more private sales thereof.
Pledgor also acknowledges that any such private sale may
result in prices and other terms less favorable to the seller
than if such sale were a public sale and, notwithstanding such
circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner.
Lender shall be under no obligation to delay a sale of any of
the Pledged Collateral for the period of time necessary to
permit the registrant to register such securities for public
sale under the Act, or under applicable state securities laws,
even if Pledgor would agree to do so.
(h) Pledgor agrees that following the occurrence
and during the continuance of an Event of Default it will not
at any time plead, claim or take the benefit of any appraisal,
valuation, stay, extension, moratorium or redemption law now
or hereafter in force in order to prevent or delay the
enforcement of this Agreement, or the absolute sale of the
whole or any part of the Pledged Collateral or the possession
thereof by any purchaser at any sale hereunder, and Pledgor
waives the benefit of all such laws to the extent it lawfully
may do so. Pledgor agrees that it will not interfere with any
right, power and remedy of Lender provided for in this
Agreement or now or hereafter existing at law or in equity or
by statute or otherwise, or the exercise or beginning of the
exercise by Lender of any one or more of such rights, powers
or remedies. No failure or delay on the part of Lender to
exercise any such right, power or remedy and no notice or
demand which may be given to or made upon Pledgor by Lender
with respect to any such remedies shall operate as a waiver
thereof, or limit or impair Lender's right to take any action
or to exercise any power or remedy hereunder, without notice
or demand, or prejudice its rights as against Pledgor in any
respect.
(i) Pledgor further agrees that a breach of any of
the covenants contained in this Section 9 will cause
irreparable injury to Lender, that Lender has no adequate
remedy at law in respect of such breach and, as a consequence,
agrees that each and every covenant contained in this Section
9 shall be specifically enforceable against Pledgor, and
Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants
except for a defense that the Secured Obligations are not then
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due and payable in accordance with the agreements and
instruments governing and evidencing such obligations.
10. APPLICATION OF PROCEEDS. Any cash held by
Lender as Pledged Collateral and all cash proceeds received by
Lender in respect of any sale of, liquidation of, or other
realization upon all or any part of the Pledged Collateral
shall be applied by Lender as follows:
FIRST, to Lender in an amount sufficient to pay in
full the expenses of Lender in connection with such sale,
disposition or other realization, including all expenses,
liabilities and advances incurred or made by Lender in
connection therewith, including, without limitation,
attorney's fees;
SECOND, to Lender in an amount equal to the then
unpaid principal of and accrued interest and prepayment
premiums, if any, on the Secured Obligations;
THIRD, to Lender in an amount equal to any other
Secured Obligations which are then unpaid; and
FINALLY, after payment in full of all Secured
Obligations, to pay to Pledgor, or as a court of compe
tent jurisdiction may direct, any surplus then remaining
from such proceeds.
11. WAIVER. No delay on Lender's part in exer
cising any power of sale, Lien, option or other right here
under, and no notice or demand which may be given to or made
upon Pledgor by Lender with respect to any power of sale,
Lien, option or other right hereunder, shall constitute a
waiver thereof, or limit or impair Lender's right to take any
action or to exercise any power of sale, Lien, option, or any
other right hereunder, without notice or demand, or prejudice
Lender's rights as against Pledgor in any respect.
12. ASSIGNMENT. Lender may assign, indorse or
transfer any instrument evidencing all or any part of the
Secured Obligations and the holder of such instrument shall be
entitled to the benefits of this Agreement.
13. TERMINATION. Immediately following the payment
of all Secured Obligations, Lender shall deliver to Pledgor
the Pledged Collateral pledged by Pledgor at the time subject
to this Agreement and all instruments of assignment executed
in connection therewith, free and clear of the Liens hereof
and, except as otherwise provided herein, all of Pledgor's
obligations hereunder shall at such time terminate.
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14. LIEN ABSOLUTE. All rights of Lender hereunder,
and all obligations of Pledgor hereunder, shall be absolute
and unconditional irrespective of:
(a) any lack of validity or enforceability of the
Loan Agreement, the Note, any other Loan Document or any other
agreement or instrument governing or evidencing any Secured
Obligations;
(b) any change in the time, manner or place of
payment of, or in any other term of, all or any part of the
Secured Obligations, or any other amendment or waiver of or
any consent to any departure from the Loan Agreement, the
Note, any other Loan Document or any other agreement or
instrument governing or evidencing any Secured Obligations;
(c) any exchange, release or non-perfection of any
other collateral, or any release or amendment or waiver of or
consent to departure from any guaranty, for all or any of the
Secured Obligations; or
(d) any other circumstance which might otherwise
constitute a defense available to, or a discharge of, Pledgor.
15. RELEASE. Pledgor consents and agrees that
Lender may at any time, or from time to time, in its
discretion (a) renew, extend or change the time of payment,
and/or the manner, place or terms of payment of all or any
part of the Secured Obligations and (b) exchange, release
and/or surrender all or any of the Pledged Collateral, or any
part(s) thereof, by whomsoever deposited, which is now or may
hereafter be held by Lender in connection with all or any of
the Secured Obligations; all in such manner and upon such
terms as Lender may deem proper, and without notice to or
further assent from Pledgor, it being hereby agreed that
Pledgor shall be and remain bound upon this Agreement,
irrespective of the existence, value or condition of any of
the Pledged Collateral, and notwithstanding any such change,
exchange, settlement, compromise, surrender, release, renewal
or extension, and notwithstanding also that the Secured
Obligations may, at any time exceed the aggregate principal
amount thereof set forth in the Loan Agreement, or any other
agreement governing any Secured Obligations. Pledgor hereby
waives notice of acceptance of this Agreement, and also
presentment, demand, protest and notice of dishonor of any and
all of the Secured Obligations, and promptness in commencing
suit against any party hereto or liable hereon, and in giving
any notice to or of making any claim or demand hereunder upon
Pledgor. No act or omission of any kind on Lender's part
shall in any event affect or impair this Agreement.
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16. REINSTATEMENT. This Agreement shall remain in
full force and effect and continue to be effective should any
petition be filed by or against Pledgor for liquidation or
reorganization, should Pledgor become insolvent or make an
assignment for the benefit of creditors or should a receiver
or trustee be appointed for all or any significant part of
Pledgor's assets, and shall continue to be effective or be
reinstated, as the case may be, if at any time payment and
performance of the Secured Obligations, or any part thereof,
is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any
obligee of the Secured Obligations, whether as a "voidable
preference", "fraudulent conveyance", or otherwise, all as
though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Secured Obligations shall
be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.
17. MISCELLANEOUS. (a) Lender may execute any of
its duties hereunder by or through agents or employees and
shall be entitled to advice of counsel concerning all matters
pertaining to its duties hereunder.
(b) Neither Lender nor any of its officers,
directors, employees, agents or counsel shall be liable for
any action lawfully taken or omitted to be taken by it or them
hereunder or in connection herewith, except for its or their
own negligence or willful misconduct.
(c) THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR
AND ITS SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT
OF, AND BE ENFORCEABLE BY, LENDER AND ITS SUCCESSORS AND
ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS IN EFFECT IN THE STATE
OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF
LAWS, AND NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT
MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING
DULY SIGNED FOR AND ON BEHALF OF LENDER AND PLEDGOR.
18. SEVERABILITY. If for any reason any provision
or provisions hereof are determined to be invalid and contrary
to any existing or future law, such invalidity shall not
impair the operation of or affect those portions of this
Agreement which are valid.
19. NOTICES. Except as otherwise provided herein,
whenever it is provided herein that any notice, demand,
request, consent, approval, declaration or other communication
shall or may be given to or served upon any of the parties by
any other party, or whenever any of the parties desires to
give or serve upon any other a communication with respect to
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this Agreement, each such notice, demand, request, consent,
approval, declaration or other communication shall be in
writing and either shall be delivered in person with receipt
acknowledged or sent by registered or certified mail, return
receipt requested, postage prepaid, or by telecopy and
confirmed by telecopy answerback, addressed as follows:
(a) If to Lender, at:
00 Xxxxxxxxxx Xxxx
Xxxxxx
Xxxxxx XX0 0XX
Attention: Xx Xxxxx
Telecopy Number: 0181 661 0205
with a copy to:
Weil, Gotshal & Xxxxxx
00 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
Attention: Xxxxx Xxxxxxxxx, Esq.
Telecopy Number: 0171 426 1000
(b) If to Pledgor, at its address specified in
Schedule I
With a copy to:
Manatt, Xxxxxx & Xxxxxxxx, LLP
00000 Xxxx Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx
Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx
Telecopy Number: 000 000 0000
or at such other address as may be substituted by notice given
as herein provided. The giving of any notice required
hereunder may be waived in writing by the party entitled to
receive such notice. Every notice, demand, request, consent,
approval, declaration or other communication hereunder shall
be deemed to have been duly given or served on the date on
which personally delivered, with receipt acknowledged,
telecopied and confirmed by telecopy answerback, or seven (7)
Business Days after the same shall have been deposited (i) in
the United States mail (in the case of notice being given by
the Pledgor or any other Person located in the United States)
or (ii) in the United Kingdom mail (in the case of notice
being given by the Lender or any other Person located in the
United Kingdom). Failure or delay in delivering copies of any
notice, demand, request, consent, approval, declaration or
13
other communication to the persons designated above to receive
copies shall in no way adversely affect the effectiveness of
such notice, demand, request, consent, approval, declaration
or other communication.
20. SECTION TITLES. The Section titles contained
in this Agreement are and shall be without substantive meaning
or content of any kind whatsoever and are not a part of the
agreement between the parties hereto.
21. COUNTERPARTS. This Agreement may be executed
in any number of counterparts, which shall, collectively and
separately, constitute one agreement.
14
IN WITNESS WHEREOF, the parties hereto have caused
this Non-Recourse Guaranty and Pledge Agreement to be duly
executed as of the date first written above.
INTEK DIVERSIFIED CORPORATION
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Executive Vice President
Accepted and Acknowledged by:
SECURICOR COMMUNICATIONS LIMITED
By: /s/ X.X. Xxxxxxxxx
Name: X.X. Xxxxxxxxx
Title: Director
15
SCHEDULE I
Attached to and forming a part of that certain
Non-Recourse Guaranty and Pledge Agreement dated as of
September 19, 1996 by Pledgor to Securicor Communications
Limited.
Number of Shares
Name and Address Class of Certificate Number of Issued and
of Pledgor Issuer Stock Number(s) Shares Outstanding
----------------------------- ----------------- -------- ----------- --------- -----------------
Intek Diversified Corporation Midland USA, Inc. Common 1 100 100
970 West 190th Street Stock, par
Suite 970 value $0.01
Xxxxxxxx, Xxxxxxxxxx 00000
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SCHEDULE II
to the Non-Recourse Guaranty and Pledge Agreement
PLEDGE AMENDMENT
This Pledge Amendment, dated ____________, 19__
is delivered pursuant to Section 7(d) of the Non-Recourse
Guaranty and Pledge Agreement referred to below. The undersigned
hereby agrees that this Pledge Amendment may be attached to that
certain Non-Recourse Guaranty and Pledge Agreement, dated as of
September 19, 1996 by the undersigned and others, as Pledgor, to
Securicor Communications Limited, and that the Pledged Shares
listed on this Pledge Amendment shall be and become a part of the
Pledged Collateral referred to in said Non-Recourse Guaranty and
Pledge Agreement and shall secure all Secured Obligations
referred to in said Non-Recourse Guaranty and Pledge Agreement.
INTEK DIVERSIFIED CORPORATION
By:_________________________
Name:
Title:
Number of Shares
Name and Address Class of Certificate Number of Issued and
of Pledgor Issuer Stock Number(s) Shares Outstanding
----------------------------- ----------------- -------- ----------- --------- ----------------
Intek Diversified Corporation Midland USA, Inc. Common
000 Xxxx 000xx Xxxxxx Stock, par
Suite 970 value $0.01
Xxxxxxxx, Xxxxxxxxxx 00000
17
