PLEDGE AGREEMENT
AGREEMENT made this 1st day of November, 1999, between XXXXXXX X.
XXXXX, as Trustee of The Xxxxxx Xxxx Xxxxx Family Spray Trust (the
"Pledgor") and XXXXX XXXXX, individually (the "Pledgee").
1. PLEDGE. To secure the payment of a promissory note of even date
herewith in the amount of $4,272,154, payable by the Pledgor to the Pledgee
and any renewals or extensions thereof (the "Note"), the Pledgor hereby
pledges and grants to the Pledgee a continuing security interest in 514,098
common shares of stock (the "Pledged Shares") in First International
Bancorp., Inc. (the "Corporation"), which the Pledgor has purchased
concurrently herewith from the Pledgee pursuant to a purchase agreement of
even date herewith (the Pledged Shares shall be referred to as the
"Collateral"). The Pledgee shall hold the Collateral as security for
repayment of the Note and shall not encumber or dispose of the Collateral
except in accordance with the provisions of paragraphs 4 and 5 hereof.
2. INCIDENTS OF OWNERSHIP. The assignment made hereby is executed
as collateral security and the execution and delivery hereof shall not
impair or diminish the Pledgor's right to exercise all incidents of
ownership with respect to the Collateral and to receive all income
therefrom; provided, that in the event that there is a default with respect
to the Note (an "Event of Default"), the Pledgee shall have the right to
receive income from the Collateral, which shall be applied by the Pledgee
to installments of principal and interest under the Note in inverse order
of maturity.
3. PLEDGED SHARES. In the event that during the term of this
Agreement, any share dividend, reclassification, readjustment or other
change is declared or made in the capital structure of the Corporation, or
subscription warrants or any other rights or options shall be issued in
connection with the Pledged Shares, all such new, substituted and
additional shares or other securities issued by reason of any such change,
and all such warrants, rights and options shall be immediately delivered by
the Pledgor to the Pledgee, with stock powers executed in blank, and shall
be held by the Pledgee under the terms of this Agreement in the same manner
as the Pledged Shares.
4. PAYMENT OF NOTE. Upon final payment of all amounts due under the
Note, the Pledgee shall transfer and deliver to the Pledgor all of the
Collateral and any rights received by the Pledgee as a result of the
beneficial ownership thereof.
5. DEFAULT. Upon occurrence of an Event of Default, the Pledgee may
declare the unpaid Note balance, together with all other amounts owed
pursuant to the Note, immediately due and payable in full and the Pledgee
shall have the rights and remedies of a secured party as provided in the
Uniform Commercial Code as enforced in the State of Connecticut
6. FURTHER ACTIONS. The Pledgor agrees to join with the Pledgee in
executing such documents or instruments as may be required or deemed
necessary by the Pledgee for the purposes of effecting, perfecting or
continuing the Pledgee's security interest in the Collateral.
7. TERMINATION. Upon satisfaction of all payments due under the
Note, the Pledgor shall be released from all further obligations hereunder
and all rights to hold by the Pledgee as a result of this Agreement shall
be returned to the Pledgee.
8. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Connecticut.
PLEDGOR:
/s/ XXXXXXX X. XXXXX
XXXXXXX X. XXXXX, as Trustee of
The Xxxxxx Xxxx Xxxxx Family Spray Trust
and not individually or in any other capacity
PLEDGEE:
/s/ XXXXX XXXXX
XXXXX XXXXX, Individually
