Contract
Exhibit
10
UBS Ref
No. _____________
dated as
of
March 15,
2010
among
Starr
International Company, Inc.
UBS
SECURITIES LLC,
UBS AG,
STAMFORD BRANCH, as Collateral Agent
and
the other
parties
named
herein
TABLE OF
CONTENTS
|
SECTION
1. The Security
Interests
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........................................................................................1
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|
SECTION
2. Definitions
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........................................................................................2
|
|
SECTION
3. Representations and
Warranties of Pledgor
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........................................................................................3
|
|
SECTION
4. Representations, Warranties
and Agreements of the Collateral Agent
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........................................................................................3
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SECTION
5. Representations, Warranties
and Agreements of the Securities Intermediary
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........................................................................................4
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SECTION
6. Entitlement
Orders
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........................................................................................5
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SECTION
7. Certain Covenants of
Pledgor
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........................................................................................5
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SECTION
8. Administration of the
Collateral and Valuation of the Securities
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........................................................................................5
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SECTION
9. Income and Voting Rights in
Collateral
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........................................................................................7
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SECTION
10. Remedies upon Events of
Default
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........................................................................................7
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SECTION
11. The Collateral
Agent
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........................................................................................9
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SECTION
12. The Securities
Intermediary
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........................................................................................9
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SECTION
13. Miscellaneous
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........................................................................................10
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SECTION
14. Assignment
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........................................................................................11
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SECTION
15. Termination of
Agreement
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........................................................................................11
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THIS
AGREEMENT is made as of March 15, 2010, among Starr International Company, Inc.
(the “Pledgor”), UBS AG,
STAMFORD BRANCH, as collateral agent (the “Collateral Agent”) hereunder
for the benefit of UBS SECURITIES LLC (“Secured Party”), and (if a
financial institution shall have executed this Agreement as a Securities
Intermediary as defined in the UCC (as defined below)), such institution in its
capacity as Securities Intermediary (“Securities
Intermediary”).
WHEREAS,
pursuant to the Stock Purchase Agreement dated as of the date hereof between
Pledgor and Secured Party (as amended from time to time, the “Stock Purchase Agreement”),
Pledgor has agreed to sell and Secured Party has agreed to purchase shares of
common stock (the “Common
Stock”), of American International Group, Inc. (the “Company”) (or security
entitlements in respect thereof), or cash in lieu thereof, subject to the terms
and conditions of the Stock Purchase Agreement;
WHEREAS,
it is a condition to the obligations of Secured Party under the Stock Purchase
Agreement that Pledgor, the Securities Intermediary, the Collateral Agent and
Secured Party enter into this Agreement and that Pledgor grant the pledge
provided for herein;
NOW,
THEREFORE, in consideration of their mutual covenants contained herein and to
secure the performance by Pledgor of its obligations under the Stock Purchase
Agreement and the observance and performance of the covenants and agreements
contained herein and in the Stock Purchase Agreement, the parties hereto,
intending to be legally bound, hereby mutually covenant and agree as
follows:
Section 1. The Security Interests. In
order to secure the full and punctual observance and performance of the
covenants and agreements contained herein and in the Stock Purchase
Agreement:
(a) Pledgor
hereby assigns and pledges to the Collateral Agent, as agent of and for the
benefit of Secured Party, security interests in and to, and a lien upon and
right of set-off against, and transfers to the Collateral Agent, as agent of and
for the benefit of Secured Party, as and by way of a security interest having
priority over all other security interests, with power of sale, all of its
right, title and interest in and to (i) the Pledged Items described in paragraph
(b); (ii) all additions to and substitutions for such Pledged Items (including,
without limitation, any securities, instruments or other property delivered or
pledged pursuant to Section 7(a) or 8(b)); (iii) all income, proceeds and
collections received or to be received, or derived or to be derived, now or any
time hereafter (whether before or after the commencement of any proceeding under
applicable bankruptcy, insolvency or similar law, by or against Pledgor, with
respect to Pledgor) from or in connection with the Pledged Items (including,
without limitation, any shares of capital stock issued by the Company in respect
of any Common Stock (or security entitlements in respect thereof) constituting
Collateral or any cash, securities or other property distributed in respect of
or exchanged for any Common Stock (or security entitlements in respect thereof)
constituting Collateral, or into which any such Common Stock (or security
entitlements in respect thereof) is converted, in connection with any Merger
Event, and any security entitlements in respect of any of the foregoing); and
(iv) all powers and rights now owned or hereafter acquired under or with respect
to the Pledged Items (such Pledged Items, additions, substitutions, proceeds,
collections, powers and rights being herein collectively called the “Collateral”). The Collateral
Agent shall have all of the rights, remedies and recourses with respect to the
Collateral afforded a secured party by the UCC, in addition to, and not in
limitation of, the other rights, remedies and recourses afforded to the
Collateral Agent by this Agreement.
(b) On
or prior to the date hereof, Pledgor shall deliver to the Collateral Agent in
pledge hereunder a number of shares of Common Stock equal to 2,500,000 (the
“Initial Pledged
Items”), in the manner provided in Section 8(c). As of the Payment Date,
such Initial Pledged Items shall include, as Eligible Collateral, at least the
Base Amount of shares of Common Stock, free of all Transfer Restrictions (other
than any Existing Transfer Restrictions, but with no legends thereon relating to
such Existing Transfer Restrictions).
(c) In
the event that the Company at any time issues to Pledgor in respect of any
Common Stock (or security entitlements in respect thereof) constituting
Collateral hereunder any additional or substitute shares of capital stock of any
class (or any security entitlements in respect thereof), Pledgor shall
immediately pledge and deliver to the Collateral Agent in accordance with
Section 8(c) all such shares and security entitlements as additional Collateral
hereunder.
(d) The
Security Interests are granted as security only and shall not subject the
Collateral Agent or Secured Party to, or transfer or in any way affect or
modify, any obligation or liability of Pledgor or the Company with respect to
any of the Collateral or any transaction in connection therewith.
(e) If any delivery is
required to be made on a day on which the financial institution or clearing
facility through which a delivery is to be effected is not open for business,
such delivery shall instead be required to be made on the first following
Business Day on which such financial institution or clearing facility is open
for business.
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(f) The Securities
Intermediary and the other parties hereto expressly agree that all rights,
assets and property held at any time in the Securities Account shall be treated
as financial assets within the meaning of Sections 8-102(a)(9) and 8-103 of the
UCC.
(g) The
parties hereto hereby agree that (i) the Securities Account is a “securities
account” within the meaning of Section 8-501 of the UCC and (ii) the Securities
Intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC)
in respect of the Securities Account is New York and each such party represents
that it has not and agrees that it will not enter into any agreement to the
contrary.
Section 2. Definitions. Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Stock Purchase Agreement. As used herein, the following words and
phrases shall have the following meanings:
“Authorized Officer” of Pledgor
means any officer as to whom Pledgor shall have delivered notice to the
Collateral Agent that such officer is authorized to act hereunder on behalf of
Pledgor.
“Collateral” has the meaning
provided in Section 1(a).
“Collateral Agent” means the
financial institution identified as such in the preliminary paragraph hereof, or
any successor appointed in accordance with Section 11.
“Collateral Event of Default”
has the meaning provided in Section 8(d).
“Default Settlement Date” has
the meaning provided in Section 10(a).
“Dividend Proceeds” has the
meaning provided in Section 9(a).
“Eligible Collateral” means
Common Stock or security entitlements in respect thereof, provided that Pledgor
has good and marketable title thereto, free of all Liens (other than the
Security Interests) and Transfer Restrictions (other than, on any date on or
prior to the Notice Date, the Existing Transfer Restrictions and that the
Collateral Agent has a valid, first priority perfected security interest
therein, a first lien thereon and control with respect thereto, and provided
further that to the extent the number of shares of Common Stock or security
entitlements in respect thereof pledged hereunder exceeds at any time the
Maximum Deliverable Number thereof, such excess shares shall not be Eligible
Collateral.
“Event of Default” has the
meaning provided in the Stock Purchase Agreement.
“Existing Transfer
Restrictions” means the Transfer Restrictions on the shares of Common
Stock or security entitlements in respect thereof pledged hereunder imposed by
Rule 144 under the Securities Act as a result of such shares of Common Stock
being “control securities” or “restricted securities”, in each case as defined
in Rule 144 under the Securities Act.
“Initial Pledged Items” has the
meaning provided in Section 1(b).
“Location” means, with respect
to any party, the place such party is “deemed located” within the meaning of
Section 9-307(b)(3) of the UCC.
“Maximum Deliverable Number”
means initially the number of shares of Common Stock included in the Initial
Pledged Items, and on any date after the Notice Date, a number of shares of
Common Stock or security entitlements in respect thereof equal to the Base
Amount multiplied successively by each adjustment that shall have been
calculated on or prior to such date pursuant to Article 7 of the Stock Purchase
Agreement.
“Other Securities Intermediary
Liens” has the meaning set forth in Section 5(d).
“Person” means an individual, a
corporation, a partnership, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.
“Pledged Items” means, as of
any date, any and all securities and instruments delivered by Pledgor to be held
by the Collateral Agent under this Agreement as Collateral.
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“Securities Account” means the
account in the name of Pledgor or the Collateral Agent, as the case may be, at
the Securities Intermediary in or to which certain of the Collateral is to be
deposited or credited in accordance with this agreement.
“Security Interests” means the
security interests in the Collateral created hereby.
“Securities Intermediary” means
the financial institution or clearing facility identified as such in the
preliminary paragraph hereof, or any successor appointed by the Collateral
Agent.
“UCC” means the Uniform
Commercial Code as in effect in the State of New York.
Section 3. Representations and Warranties of
Pledgor. Pledgor hereby represents and warrants to the
Collateral Agent and Secured Party that:
(a) Pledgor
(i) acquired and made full payment for all shares of Common Stock pledged
hereunder (or in respect of which security entitlements are pledged hereunder)
on or before the date that is six months prior to the date of this Agreement as
computed in accordance with Rule 144(d), (ii) owns and, at all times prior to
the release of the Collateral pursuant to the terms of this Agreement, will own
the Collateral free and clear of any Liens (other than the Security Interests)
or Transfer Restrictions (other than the Existing Transfer Restrictions) and
(iii) is not and will not become a party to or otherwise bound by any agreement,
other than this Agreement, that (x) restricts in any manner the rights of any
present or future owner of the Collateral with respect thereto or (y) provides
any person other than Pledgor, the Collateral Agent, Secured Party or any
securities intermediary (including the Securities Intermediary) (but, in the
case of any such securities intermediary, only with respect to Collateral held
through it) with control (as defined in Section 8-106 of the UCC) with respect
to any Collateral.
(b) Other
than financing statements or other similar or equivalent documents or
instruments with respect to the Security Interests, no financing statement,
security agreement or similar or equivalent document or instrument covering all
or any part of the Collateral is on file or of record in any jurisdiction in
which such filing or recording would be effective to perfect a Lien on such
Collateral.
(c) All
shares of Common Stock at any time pledged hereunder (or in respect of which
security entitlements are pledged hereunder) are and will be issued by an issuer
organized under the laws of the United States, any State thereof or the District
of Columbia and (i) certificated (and the certificate or certificates in respect
of such shares of Common Stock are and will be located in the United States) and
registered in the name of Pledgor or held through a securities intermediary
whose securities intermediary’s jurisdiction (within the meaning of Section
8-110(e) of the UCC) is located in the United States or (ii) uncertificated and
either registered in the name of Pledgor or held through a securities
intermediary whose securities intermediary’s jurisdiction (within the meaning of
Section 8-110(e) of the UCC) is located in the United States.
(d) Upon
(i) the delivery of certificates evidencing any Common Stock to the Collateral
Agent in accordance with Section 8(c)(A), (ii) in the case of uncertificated
Common Stock, registration of such Common Stock in the name of the Securities
Intermediary or its nominee in accordance with Section 8(c)(B) or (iii) the
crediting of any Common Stock in respect of which the Pledgor has a security
entitlement to a securities account maintained by the Securities Intermediary at
another securities intermediary in accordance with Section 8(c)(C) and in each
case the crediting of any such Common Stock to the Securities Account in
accordance with Section 8(c)(C), the Collateral Agent will have, for the benefit
of Secured Party, a valid and, so long as the Securities Intermediary retains
possession of such certificates or such uncertificated Common Stock remains so
registered and such Common Stock continues to be credited to the Securities
Account, perfected security interest in a securities entitlement in respect
thereof, in respect of which the Collateral Agent will have control subject to
no prior Lien.
(e) No
registration, recordation or filing with any governmental body, agency or
official is required in connection with the execution and delivery of this
Agreement or necessary for the validity or enforceability hereof or for the
perfection or enforcement of the Security Interests, other than the filing of
financing statements in any appropriate jurisdiction.
(f) Pledgor
has not performed and will not perform any acts that might prevent the
Collateral Agent from enforcing any of the terms of this Agreement or that might
limit the Collateral Agent in any such enforcement.
(g) The
Location of Pledgor is the address set forth in Section 13(d), and under the
Uniform Commercial Code as in effect in such Location, no local filing is
required to perfect a security interest in collateral consisting of general
intangibles.
Section 4. Representations, Warranties and
Agreements of the Collateral Agent. The Collateral Agent represents and
warrants to, and agrees with, Pledgor and Secured Party that:
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(a) The
Collateral Agent is a corporation, duly formed, validly existing and in good
standing under the laws of the jurisdiction of its formation, and has all powers
and all material governmental licenses, authorizations, consents and approvals
required to enter into, and perform its obligations under, this
Agreement.
(b) The
execution, delivery and performance by the Collateral Agent of this Agreement
have been duly authorized by all necessary action on the part of the Collateral
Agent and do not and will not violate, contravene or constitute a default under
any provision of applicable law or regulation or of the certificate of formation
or by-laws of the Collateral Agent or of any material agreement, judgment,
injunction, order, decree or other instrument binding upon the Collateral
Agent.
(c) This
Agreement constitutes a valid and binding agreement of the Collateral Agent
enforceable against the Collateral Agent in accordance with its
terms.
(d) The
Collateral Agent has not and will not enter into any agreement pursuant to which
any person other than Pledgor, the Collateral Agent, Secured Party or any
securities intermediary through whom any Collateral is held (but in the case of
any such securities intermediary only in respect of Collateral held through it)
has or will have control (within the meaning of Section 8-106 of the UCC) with
respect to any Collateral.
(e) The
Collateral Agent hereby agrees that all liens, pledges and other security
interests of any kind or nature held by it (other than liens, pledges and
security interests arising hereunder) in any of the Collateral securing any
obligation to the Collateral Agent (either in such capacity or in any other
capacity) (collectively, “Other Liens”) shall be subordinate and junior to the
liens, pledges and security interests in the Collateral arising hereunder and
that the Collateral Agent will take no action to enforce any Other Liens so long
as any obligation under the Stock Purchase Agreement or hereunder (whether or
not then due) should remain unsatisfied.
Section
5. Representations, Warranties and
Agreements of the Securities Intermediary. The Securities
Intermediary represents and warrants to, and agrees with, each of the Collateral
Agent, Secured Party and Pledgor that:
(a)the Securities Intermediary is a
corporation, duly incorporated, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, and has all corporate powers and
all material governmental licenses, authorizations, consents and approvals
required to enter into, and perform its obligations under, this
Agreement;
(b)the execution, delivery and performance
by the Securities Intermediary of this Agreement have been duly authorized by
all necessary corporate action on the part of the Securities Intermediary (no
action by the shareholders of the Securities Intermediary being required) and do
not and will not violate, contravene or constitute a default under any provision
of applicable law or regulation or of the charter or by-laws of the Securities
Intermediary or of any material agreement, judgment, injunction, order, decree
or other instrument binding upon the Securities Intermediary;
(c)this Agreement constitutes a valid and
binding agreement of the Securities Intermediary enforceable against the
Securities Intermediary in accordance with its terms;
(d)the Securities Intermediary hereby
agrees that (i) all liens, pledges and other security interests of any kind or
nature held by it in any of the Collateral securing any obligation to the
Securities Intermediary (either in such capacity or in any other capacity),
other than liens securing the obligations of Pledgor to it hereunder
(collectively, “Other
Securities Intermediary Liens”) shall be subordinate and junior to the
liens, pledges and security interest in the Collateral arising hereunder and
that the Securities Intermediary will take no action to enforce any Other
Securities Intermediary Liens so long as any obligation under the Stock Purchase
Agreement or hereunder (whether or not then due) should remain unsatisfied and
(ii) its obligations in respect of any Collateral will not be subject to
deduction, set-off, recoupment, banker’s lien or any other right in respect of
obligations owed by Pledgor or any other person to the Securities
Intermediary;
(e)the Securities Intermediary is not and
will not become a party to or otherwise bound by any agreement, other than this
Agreement, that provides any person with control (as defined in Section 8-106 of
the UCC) with respect to any of the Collateral; and
(f) the
Securities Intermediary is a “securities intermediary” within the meaning of
Section 8-102(14) of the UCC and is acting in such capacity in respect of the
Securities Account and all Collateral held therein or credited
thereto.
4
Section
6. Entitlement
Orders.
(a)
The Securities Intermediary agrees that it will comply with entitlement orders
originated by the Collateral Agent in respect of the Securities Account and any
Collateral or other assets or property held therein or credited thereto without
further consent from Pledgor or any other person. Pledgor hereby
consents to the foregoing agreement.
(b) The
Securities Intermediary agrees that it will not comply with entitlement orders
originated by the Pledgor or any other Person (other than the Collateral Agent
or Secured Party) in respect of the Securities Account and any Collateral or
other assets or property held therein or credited thereto until it shall have
received written notice from the Collateral Agent that it may comply with such
entitlement orders.
Section 7. Certain Covenants of
Pledgor. Pledgor agrees that, so long as any of its
obligations under the Stock Purchase Agreement remain outstanding:
(a) Pledgor shall ensure at
all times that a Collateral Event of Default shall not occur, and shall pledge
additional Collateral in the manner described in Sections 8(b) and 8(c) as
necessary to cause such requirement to be met.
(b) Pledgor shall, at the
expense of Pledgor and in such manner and form as Secured Party or the
Collateral Agent may require, give, execute, deliver, file and record any
financing statement, notice, instrument, document, agreement or other documents
as may be necessary or desirable in order to create, preserve, perfect,
substantiate or validate any security interest granted pursuant hereto or to
enable the Collateral Agent to exercise and enforce its rights and the rights of
Secured Party hereunder with respect to such security interest. To the extent
permitted by applicable law, Pledgor hereby authorizes the Collateral Agent to
execute and file, in the name of Pledgor or otherwise, UCC financing or
continuation statements (which may be, or may attach, carbon, photographic,
photostatic or other reproductions of this Agreement or of a financing statement
relating to this Agreement) that the Collateral Agent in its sole discretion may
deem necessary or appropriate to further perfect, or maintain the perfection of,
the Security Interests.
(c) Pledgor shall warrant
and defend its title to the Collateral, subject to the rights of the Collateral
Agent and Secured Party, against the claims and demands of all persons. The
Collateral Agent and Secured Party (or, as they may agree, one of them) may
elect, but without an obligation to do so, to discharge any Lien of any third
party on any of the Collateral.
(d) Pledgor agrees that it
shall not change (1) its name, identity or corporate structure in any manner or
(2) its Location, unless in either case (A) it shall have given the Collateral
Agent not less than 30 days’ prior notice thereof and (B) such change shall not
cause any of the Security Interests to become unperfected or subject any
Collateral to any other Lien.
(e) Pledgor agrees that it
shall not (1) create or permit to exist any Lien (other than the Security
Interests) or any Transfer Restriction (other than, on any date on or prior to
the Notice Date, the Existing Transfer Restrictions) upon or with respect to the
Collateral, (2) sell or otherwise dispose of, or grant any option with respect
to, any of the Collateral or (3) enter into or consent to any agreement pursuant
to which any person other than Pledgor, the Collateral Agent, Secured Party and
any securities intermediary (including the Securities Intermediary) through whom
any of the Collateral is held (but in the case of any such securities
intermediary only in respect of Collateral held through it) has or will have
control (within the meaning of Section 8-106 of the UCC) in respect of any
Collateral.
Section 8. Administration of the Collateral and
Valuation of the Securities.
(a) The
Collateral Agent shall determine on each Business Day whether a Collateral Event
of Default shall have occurred.
(b) Pledgor may pledge
additional Collateral hereunder at any time. Concurrently with the delivery of
any additional Eligible Collateral, Pledgor shall deliver to the Collateral
Agent a certificate of an Authorized Officer of Pledgor substantially in the
form of Exhibit A hereto and dated the date of such delivery, (A) identifying
the additional items of Eligible Collateral being pledged and (B) certifying
that with respect to such items of additional Eligible Collateral the
representations and warranties contained in paragraphs (a), (b), (c), (d) and
(e) of Section 3 are true and correct with respect to such Eligible Collateral
on and as of the date thereof. Pledgor hereby covenants and agrees to take all
actions required under Section 8(c) and any other actions necessary to create
for the benefit of the Collateral Agent a valid, first priority, perfected
security interest in, and a first lien upon, such additional Eligible
Collateral.
(c) Any
delivery of Common Stock (or security entitlement in respect thereof) as
Collateral to the Collateral Agent by Pledgor shall be effected (A) in the case
of Collateral consisting of certificated Common Stock registered in the
5
name of
Pledgor, by delivery of certificates representing such Common Stock to the
Securities Intermediary, accompanied by any required transfer tax stamps, and in
suitable form for transfer by delivery or accompanied by duly executed
instruments of transfer or assignment in blank, with signatures appropriately
guaranteed, all in form and substance satisfactory to the Collateral Agent, (B)
in the case of Collateral consisting of uncertificated Common Stock registered
in the name of Pledgor, by transmission by Pledgor of an instruction to the
issuer of such Common Stock instructing such issuer to register such Common
Stock in the name of the Securities Intermediary or its nominee, accompanied by
any required transfer tax stamps, and the issuer’s compliance with such
instructions and the crediting of such Common Stock to the Securities Account or
(C) in the case of Common Stock in respect of which security entitlements are
held by Pledgor through a securities intermediary, by the crediting of such
Common Stock, accompanied by any required transfer tax stamps, to a securities
account of the Securities Intermediary at such securities intermediary or, at
the option of the Collateral Agent and the Securities Intermediary, at another
securities intermediary satisfactory to the Collateral Agent and the Securities
Intermediary and the crediting of such Common Stock to the Securities Account.
Upon delivery of any such Pledged Item under this Agreement, the Securities
Intermediary shall examine such Pledged Item and any certificates delivered
pursuant to Section 8(b) or otherwise pursuant to the terms hereof in connection
therewith to determine that they comply as to form with the requirements for
Eligible Collateral.
(d) If
on any Business Day the Collateral Agent determines that a Collateral Event of
Default shall have occurred, the Collateral Agent shall promptly notify Pledgor
of such determination by telephone call to an Authorized Officer of Pledgor
followed by a written confirmation of such call. A “Collateral Event of Default”
shall mean, at any time, the occurrence of either of the following: (A) failure
of the Collateral to include, as Eligible Collateral, at least the Maximum
Deliverable Number of shares of Common Stock or (B) failure at any time of the
Security Interests to constitute valid and perfected security interests in all
of the Collateral, subject to no prior or equal Lien, or assertion of such by
Pledgor in writing.
(e) If
on any Business Day the Collateral Agent determines that no Event of Default or
failure by Pledgor to meet any of its obligations under Sections 7 or 8 hereof
has occurred and is continuing, Pledgor may obtain the release of the Security
Interests with respect to any Collateral upon delivery to the Collateral Agent
of a written notice from an Authorized Officer of Pledgor indicating the items
of Collateral to be released so long as, after such release, no Collateral Event
of Default shall have occurred.
(f) On
the Settlement Date, unless (i) Pledgor shall have otherwise effected the
deliveries required by Section 2.2(e) of the Stock Purchase Agreement or shall
have delivered the Cash Settlement Amount to Secured Party in lieu of shares of
Common Stock (or security entitlements in respect thereof) in accordance with
Section 2.3 of the Stock Purchase Agreement or (ii) the Common Stock (or
security entitlements in respect thereof) then held by the Collateral Agent
hereunder (whether or not through the Securities Account) is not Unrestricted
Stock, the Collateral Agent shall deliver or instruct the Securities
Intermediary to deliver (and Pledgor hereby irrevocably instructs the Collateral
Agent to deliver or instruct the Securities Intermediary to deliver, in whole or
partial, as the case may be, satisfaction of Pledgor’s obligations to deliver
shares of Common Stock (or security entitlements in respect thereof) to Secured
Party on the Settlement Date pursuant to the Stock Purchase Agreement) to
Secured Party shares of Common Stock (or security entitlements in respect
thereof) then held by it hereunder representing the number of shares of Common
Stock (or security entitlements in respect thereof) required to be delivered
under the Stock Purchase Agreement on the Settlement Date. Upon any such
delivery, Secured Party shall hold such shares of Common Stock (or security
entitlements in respect thereof) absolutely and free from any claim or right
whatsoever (including, without limitation, any claim or right of
Pledgor).
(g) The
Collateral Agent may at any time or from time to time, in its sole discretion,
cause any or all of the Common Stock pledged hereunder (or in respect of which
security entitlements are pledged hereunder) registered in the name of Pledgor
or held through a securities intermediary in the name of the Pledgor or its
nominee, to be transferred of record into, or held through a securities
intermediary in, the name of the Collateral Agent or its nominee. Pledgor shall
promptly give to the Collateral Agent copies of any notices or other
communications received by Pledgor with respect to the Common Stock (or security
entitlements in respect thereof) pledged hereunder registered, or held through a
securities intermediary, in the name of Pledgor or its nominee and the
Collateral Agent shall promptly give to Pledgor copies of any notices and
communications received by the Collateral Agent with respect to the Common Stock
(or security entitlements in respect thereof) pledged hereunder registered, or
held through a securities intermediary, in the name of the Collateral Agent or
its nominee.
(h) Pledgor
agrees that it shall forthwith upon demand pay to the Collateral Agent: (i) the
amount of any taxes that the Collateral Agent or Secured Party may have been
required to pay by reason of the Security Interests or to free any of the
Collateral from any Lien thereon, and (ii) the amount of any and all
out-of-pocket expenses, including the fees
and
disbursements of counsel and of any other advisors or experts, that the
Collateral Agent or Secured Party may incur in connection with (A) the
enforcement of this Agreement, including such expenses as are incurred to
preserve the value of the Collateral and the validity, perfection, rank and
value of the Security Interests, (B) the collection, sale or other disposition
of any of the Collateral, (C) the exercise by the Collateral Agent of any of the
rights conferred upon it hereunder
6
or
(D) any Event of Default. Any such amount not paid on demand shall bear interest
(computed on the basis of a year of 360 days and payable for the actual number
of days elapsed) at a rate per annum equal to 2% plus the rate announced from
time to time by The Chase Manhattan Bank in New York City as its prime
rate.
(i) Without
limiting the rights and obligations of the parties under this Agreement, the
Collateral Agent shall, notwithstanding Section 9-207 of the UCC, have the right
to sell, lend, pledge, rehypothecate or assign to any party (including without
limitation, any of its affiliates), invest, use, commingle or otherwise dispose
of, or otherwise use in its business, any Collateral it holds, free from any
claim or right of any nature whatsoever of Pledgor, including any equity or
right of redemption by Pledgor.
Section 9. Income and Voting Rights in
Collateral.
(a) The
Collateral Agent shall have the right to receive and retain as Collateral
hereunder all proceeds (including Cash Dividends) of the Collateral
and Pledgor shall take all such action as the Collateral Agent shall deem
necessary or appropriate to give effect to such right. All such
proceeds including, without limitation, all dividends and other payments and
distributions that are received by Pledgor shall be received in trust for the
benefit of the Collateral Agent and Secured Party and, if the Collateral Agent
so directs, shall be segregated from other funds of Pledgor and shall, forthwith
upon demand by the Collateral Agent be paid over to the Collateral
Agent as Collateral in the same form as received (with any necessary
endorsement). The Collateral Agent is hereby authorized and instructed to
pay to the Secured Party any and all Cash Dividends received by it hereunder as
Collateral to be used by the Secured Party toward satisfaction of Pledgor’s
obligations under Section 7.4 of the Stock Purchase Agreement.
(b) Unless
an Event of Default shall have occurred and be continuing, Pledgor shall have
the right, from time to time, to vote and to give consents, ratifications and
waivers with respect to the Collateral. If an Event of Default shall have
occurred and be continuing, the Collateral Agent shall have the right, to the
extent permitted by law, and Pledgor shall take all such action as may be
necessary or appropriate to give effect to such right, to vote and to give
consents, ratifications and waivers, and to take any other action with respect
to any or all of the Collateral with the same force and effect as if the
Collateral Agent were the absolute and sole owner thereof.
Section 10. Remedies upon Events of
Default.
(a) If
any Event of Default shall have occurred and be continuing, the Collateral Agent
may exercise on behalf of Secured Party all the rights of a secured party under
the Uniform Commercial Code (whether or not in effect in the jurisdiction where
such rights are exercised) and, in addition, without being required to give any
notice, except as herein provided or as may be required by mandatory provisions
of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver,
all Collateral consisting of shares of Common Stock (or security entitlements in
respect thereof) (but not in excess of the number thereof deliverable under the
Stock Purchase Agreement at such time) to Secured Party on the date of the
Acceleration Amount Notice relating to such Event of Default (the “Default Settlement Date”) in
satisfaction of Pledgor’s obligations to deliver Common Stock (or security
entitlements in respect thereof) under the Stock Purchase Agreement, whereupon
Secured Party shall hold such shares of Common Stock (or security entitlements
in respect thereof) absolutely free from any Lien, claim or right of any kind,
including any equity or right of redemption of Pledgor that may be waived or any
other right or claim of Pledgor, and Pledgor, to the extent permitted by law,
hereby specifically waives all rights of redemption, stay or appraisal that it
has or may have under any law now existing or hereafter adopted; and (ii) if
such delivery shall be insufficient to satisfy in full all of the obligations of
Pledgor under the Stock Purchase Agreement or hereunder, sell all of the
remaining Collateral, or such lesser portion thereof as may be necessary to
generate proceeds sufficient to satisfy in full all of the obligations of
Pledgor under the Stock Purchase Agreement or hereunder, at public or private
sale or at any broker’s board or on any securities exchange, for cash, upon
credit or for future delivery, and at such price or prices as the Collateral
Agent may deem satisfactory. Pledgor covenants and agrees that it will execute
and deliver such documents and take such other action as the Collateral Agent
deems necessary or advisable in order that any such sale may be made in
compliance with law. Upon any such sale the Collateral Agent shall have the
right to deliver, assign and transfer to the buyer thereof the Collateral so
sold. Each buyer at any such sale shall hold the Collateral so sold absolutely
and free from any Lien, claim or right of any kind, including any equity or
right of redemption of Pledgor that may be waived or any other right or claim of
Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives
all rights of redemption, stay or appraisal that it has or may have under any
law now existing or hereafter adopted. The notice (if any) of such sale required
by Section 9-504 of the UCC shall (1) in case of a public sale, state the time
and place fixed for such sale, (2) in case of sale at a broker’s board or on a
securities exchange, state the board or exchange at which such sale is to be
made and the day on which the Collateral, or the portion thereof so being sold,
will first be offered for sale at such board or exchange, and (3) in the case of
a private sale, state the day after which such sale may be consummated. Any
such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as the Collateral Agent may fix in the notice of
such sale. At any such sale the Collateral may be sold in one lot as an entirety
or in separate parcels, as the Collateral Agent may determine. The Collateral
Agent shall not be obligated to make any such sale pursuant to any such notice.
The Collateral Agent may, without notice or publication, adjourn any public or
private sale
7
or cause
the same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
same may be so adjourned. In case of any sale of all or any part of the
Collateral on credit or for future delivery, the Collateral so sold may be
retained by the Collateral Agent until the selling price is paid by the buyer
thereof, but the Collateral Agent shall not incur any liability in case of the
failure of such buyer to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may again be sold upon like notice. The
Collateral Agent, instead of exercising the power of sale herein conferred upon
it, may proceed by a suit or suits at law or in equity to foreclose the Security
Interests and sell the Collateral, or any portion thereof, under a judgment or
decree of a court or courts of competent jurisdiction.
(b) Pledgor
hereby irrevocably appoints the Collateral Agent its true and lawful attorney,
with full power of substitution, in the name of Pledgor, the Collateral Agent or
Secured Party or otherwise, for the sole use and benefit of the Collateral Agent
and Secured Party, but at the expense of Pledgor, to the extent permitted by
law, to exercise, at any time and from time to time while an Event of Default
has occurred and is continuing, all or any of the following powers with respect
to all or any of the Collateral:
|
|
(i)
|
to
demand, xxx for, collect, receive and give acquittance for any and all
monies due or to become due upon or by virtue
thereof,
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(ii)
|
to
settle, compromise, compound, prosecute or defend any action or proceeding
with respect thereto,
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|
(iii)
|
to
sell, transfer, assign or otherwise deal in or with the same or the
proceeds or avails thereof, as fully and effectually as if the Collateral
Agent were the absolute owner thereof (including, without limitation, the
giving of instructions and entitlement orders in respect thereof),
and
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|
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(iv)
|
to
extend the time of payment of any or all thereof and to make any allowance
and other adjustments with reference
thereto;
|
provided
that the Collateral Agent shall give Pledgor not less than one day’s prior
written notice of the time and place of any sale or other intended disposition
of any of the Collateral, except any Collateral that (A) threatens to decline
speedily in value, including, without limitation, equity securities, or (B) is
of a type customarily sold on a recognized market. The Collateral Agent and
Pledgor agree that such notice (if any is required) constitutes “reasonable
notification” within the meaning of Section 9-504(3) of the UCC.
(c) Upon
any delivery or sale of all or any part of any Collateral made either under the
power of delivery or sale given hereunder or under judgment or decree in any
judicial proceedings for foreclosure or otherwise for the enforcement of this
Agreement, the Collateral Agent is hereby irrevocably appointed the true and
lawful attorney of Pledgor, in the name and stead of Pledgor, to make all
necessary deeds, bills of sale, instruments of assignment, transfer or
conveyance of the property, and all instructions and entitlement orders in
respect of the property thus delivered or sold. For that purpose the Collateral
Agent may execute all such documents, instruments, instructions and entitlement
orders. This power of attorney shall be deemed coupled with an interest, and
Pledgor hereby ratifies and confirms that which its attorney acting under such
power, or such attorney’s successors or agents, shall lawfully do by virtue of
this Agreement. If so requested by the Collateral Agent, by Secured Party or by
any buyer of the Collateral or a portion thereof, Pledgor shall further ratify
and confirm any such delivery or sale by executing and delivering to the
Collateral Agent, to Secured Party or to such buyer or buyers at the expense of
Pledgor all proper deeds, bills of sale, instruments of assignment, conveyance
or transfer, releases, instructions and entitlement orders as may be designated
in any such request.
(d) In
the case of an Event of Default, the Collateral Agent may proceed to realize
upon the security interest in the Collateral against any one or more of the
types of Collateral, at any time, as the Collateral Agent shall determine in its
sole discretion subject to the foregoing provisions of this Section 10. The
proceeds of any sale of, or other realization upon, or other receipt from, any
of the Collateral shall be applied by the Collateral Agent in the following
order of priorities:
first, to the payment
to the Collateral Agent of the expenses of such sale or other realization,
including reasonable compensation to the Collateral Agent and its agents and
counsel, and all expenses, liabilities and advances incurred or made by the
Collateral Agent in connection therewith, including brokerage fees in connection
with the sale by the Collateral Agent of any Collateral;
second, to the
payment to Secured Party of an amount equal to the aggregate Market Value of a
number of shares of Common Stock equal to (i) the number of shares of Common
Stock (or security entitlements in respect thereof) that would be required to be
delivered under Section 8.1 of the Stock Purchase Agreement on the Default
Settlement Date without giving effect to the proviso therein minus (ii) the
number of shares of Common Stock (or security entitlements in respect thereof)
delivered by the Collateral Agent to Secured Party
8
on the
Default Settlement Date as described in Section 10(a) and of an amount equal to
unpaid obligations of Pledgor pursuant to Section 7.4 of the Stock Purchase
Agreement;
finally, if all of
the obligations of Pledgor hereunder and under the Stock Purchase Agreement have
been fully discharged or sufficient funds have been set aside by the Collateral
Agent at the request of Pledgor for the discharge thereof, any remaining
proceeds shall be released to Pledgor.
Section 11. The Collateral
Agent.
(a) Secured
Party hereby irrevocably appoints and authorizes the Collateral Agent to take
such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Collateral Agent by the terms hereof, together
with all such powers as are reasonably incidental thereto.
(b) The
obligations of the Collateral Agent hereunder are only those expressly set forth
in this Agreement.
(c) The
Collateral Agent may consult with legal counsel, independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.
(d) Neither
the Collateral Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection with this
Agreement (1) with the consent or at the request of Secured Party or (2) in the
absence of its own gross negligence or willful misconduct. The Collateral Agent
shall not incur any liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, telex or
similar writing) believed by it to be genuine or to be signed by the proper
party or parties.
(e) Pledgor
shall indemnify the Collateral Agent against any cost, expense (including
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from the Collateral Agent’s gross negligence or willful
misconduct) that the Collateral Agent may suffer or incur in connection with
this Agreement or any action taken or omitted by the Collateral Agent
hereunder.
(f) Beyond
the exercise of reasonable care in the custody thereof, the Collateral Agent
shall have no duty as to any Collateral in its possession or control or in the
possession or control of any agent, bailee, clearing corporation or securities
intermediary or any income thereon or as to the preservation of rights against
prior parties or any other rights pertaining thereto. The Collateral Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
the Collateral if the Collateral is accorded treatment substantially equal to
that which it accords its own property, and shall not be liable or responsible
for any loss or damage to any of the Collateral, or for any diminution in the
value thereof, by reason of the act or omission of any agent, bailee, clearing
corporation or securities intermediary selected by the Collateral Agent in good
faith (or selected by an agent, bailee, clearing corporation or securities
intermediary so selected by the Collateral Agent or by any agent, bailee,
clearing corporation or securities intermediary selected in accordance with this
parenthetical phrase).
(g) Any
corporation or association into which the Collateral Agent may be converted or
merged, or with which it may be consolidated, or to which it may sell or
transfer its agency business or assets as a whole or substantially as a whole,
or any corporation or association resulting from any such conversion, sale,
merger, consolidation or transfer to which it is a party, shall, subject to the
prior written consent of Secured Party, be and become a successor Collateral
Agent hereunder and vested with all of the title to the Collateral and all of
the powers, discretions, immunities, privileges and other matters as was its
predecessor without, except as provided above, the execution or filing of any
instrument or any further act, deed or conveyance on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section
12. The
Securities Intermediary.
(a) Secured
Party hereby irrevocably appoints and authorizes the Securities Intermediary to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Securities Intermediary by the terms hereof,
together with all such powers as are reasonably incidental thereto.
(b) The
obligations of the Securities Intermediary hereunder are only those expressly
set forth in this Agreement.
(c) The Securities Intermediary may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.
9
(d) Neither
the Securities Intermediary nor any of its directors, officers, agents or
employees shall be liable for any action taken or not taken by it in connection
with this Agreement (1) with the consent or at the request of Secured Party or
(2) in the absence of its own gross negligence or willful
misconduct. The Securities Intermediary shall not incur any liability
by acting in reliance upon any notice, consent, certificate, statement, or other
writing (which may be a bank wire, telex or similar writing) believed by it to
be genuine or to be signed by the proper party or parties.
(e) Pledgor
shall indemnify the Securities Intermediary against any cost, expense (including
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from the Securities Intermediary’s gross negligence or
willful misconduct) that the Securities Intermediary may suffer or incur in
connection with this Agreement or any action taken or omitted by the Securities
Intermediary hereunder.
(f) Beyond
the exercise of reasonable care in the custody thereof, the Securities
Intermediary shall have no duty as to any Collateral in its possession or
control or in the possession or control of any agent, bailee, clearing
corporation or securities intermediary or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto. The Securities Intermediary shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral if
the Collateral is accorded treatment substantially equal to that which it
accords its own property, and shall not be liable or responsible for any loss or
damage to any of the Collateral, or for any diminution in the value thereof, by
reason of the act or omission of any agent, bailee, clearing corporation or
securities intermediary selected by the Securities Intermediary in good faith
(or selected by an agent, bailee, clearing corporation or securities
intermediary so selected by the Securities Intermediary or by any agent, bailee,
clearing corporation or securities intermediary selected in accordance with this
parenthetical phrase).
(g) Any
corporation or association into which the Securities Intermediary may be
converted or merged, or with which it may be consolidated, or to which it may
sell or transfer its agency business or assets as a whole or substantially as a
whole, or any corporation or association resulting from any such conversion,
sale, merger, consolidation or transfer to which it is a party, shall, subject
to the prior written consent of Secured Party, be and become a successor
Securities Intermediary hereunder and vested with all of the title to the
Collateral and all of the powers, discretions, immunities, privileges and other
matters as was its predecessor without, except as provided above, the execution
or filing of any instrument or any further act, deed or conveyance on the part
of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 13. Miscellaneous.
(a) Whenever
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party. All the covenants and
agreements herein contained by or on behalf of Pledgor and the Collateral Agent
and the Securities Intermediary shall bind, and inure to the benefit of, their
respective successors and assigns whether so expressed or not, and shall be
enforceable by and inure to the benefit of Secured Party and its successors and
assigns.
(b) To
the extent permitted by law, the unenforceability or invalidity of any provision
or provisions of this Agreement shall not render any other provision or
provisions herein contained unenforceable or invalid.
(c) Any
provision of this Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and signed, in the case of an amendment, by
Pledgor, the Collateral Agent, Secured Party and, if the rights and duties of
the Securities Intermediary are affected thereby, the Securities Intermediary
or, in the case of a waiver, by the party against whom the waiver is to be
effective. No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
(d) All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard forms of
telecommunication. Notices to Pledgor shall be directed to it at 000
Xxxxxxxxxxxxx, XX0000, Xxx, Xxxxxxxxxxx V841; Attention: Xxxxxx Xxxxxxx, with
copies to the attention of Bertil Lundqvist at X.X Xxxxx & Co., Inc., 000
Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, XX 00000, and Xxxxxxx Xxxxxxx at X.X Xxxxx & Co., Inc., 000
Xxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, XX 00000; notices to the Collateral Agent shall be directed to
it at 000 Xxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000, Telecopy No. 000-000-0000,
Attention: Equities Legal; notices to Secured Party shall be
directed to 000 Xxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000, Telecopy No. 000-000-0000,
Attention: Equities Legal, with, in each case a copy at the above address to the
attention of High Net Worth Derivatives (Telecopy: 203-326-2756)
and Legal Affairs (Equities) (Telecopy: 203-719-7317); notices to the
Securities Intermediary shall be directed to it at the address last notified to
the Collateral Agent, Secured Party and the Pledgor.
10
(e) This
Agreement shall in all respects be construed in accordance with and governed by
the laws of the State of New York (without reference to choice of law doctrine);
provided that as to Pledged Items located in any jurisdiction other than the
State of New York, the Collateral Agent on behalf of Secured Party shall, in
addition to any rights under the laws of the State of New York, have all of the
rights to which a secured party is entitled under the laws of such other
jurisdiction. The parties hereto hereby agree that the Collateral Agent’s
jurisdiction, within the meaning of Section 8-110(e) of the UCC, insofar as it
acts as a securities intermediary hereunder or in respect hereof, is the State
of New York. To the extent permitted by law, the unenforceability or invalidity
of any provision or provisions of this Agreement shall not render any other
provision or provisions herein contained unenforceable or invalid.
(f) Each
party hereto irrevocably submits, to the extent permitted under applicable law,
to the non-exclusive jurisdiction of the federal and state courts located in the
Borough of Manhattan, State of New York.
(g) Each
party waives, to the fullest extent permitted by applicable law, any right it
may have to a trial by jury in respect of any suit, action or proceeding
relating to this Agreement or the Stock Purchase Agreement. Each party certifies
(i) that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not seek to
enforce the foregoing waiver in the event of any such suit, action or proceeding
and (ii) acknowledges that it and each other party have entered into this
Agreement and the Stock Purchase Agreement, as applicable, in reliance on, among
other things, the mutual waivers and certifications in this
Section.
(h) This
Agreement may be executed, acknowledged and delivered in any number of
counterparts and all such counterparts taken together shall be deemed to
constitute one and the same agreement.
Section 14. Assignment. This Pledge
Agreement may not be assigned, nor may any obligation hereunder be delegated, by
Pledgor without the prior written consent of Secured Party, and any purported
assignment, or delegation, without such consent shall be null and void. Secured
Party may and shall transfer its rights and obligations hereunder to any person
to whom Secured Party transfers its interests and obligations under the Stock
Purchase Agreement upon the same terms and conditions applicable to such
assignments therein.
Section 15. Termination of Pledge
Agreement. This Agreement and the rights hereby granted by Pledgor in the
Collateral shall cease, terminate and be void upon fulfillment of all of the
obligations of Pledgor under the Stock Purchase Agreement and hereunder. Upon
written confirmation by Secured Party of such fulfillment by Pledgor, any
Collateral remaining at the time of such termination shall be fully released and
discharged from the Security Interests and delivered to Pledgor by the
Collateral Agent (or by the Securities Intermediary upon the instructions of the
Collateral Agent), all at the request and expense of Pledgor.
[signature page
follows]
11
IN
WITNESS WHEREOF, the parties have signed this Agreement as of the date and year
first above written.
PLEDGOR:
Starr
International Company, Inc.
By: /s/Xxxxxx X.
Xxxxx
Name: Xxxxxx
X. Xxxxx
Title: Attorney-in-Fact
COLLATERAL
AGENT:
UBS AG,
STAMFORD BRANCH,
as
Collateral Agent
By: /s/Xxxx
Xxxxx
Name: Xxxx
Xxxxx
Title: Executive Director
and Counsel, Region Americas Legal
By: /s/Xxxxxxx X.
Xxxxxxx
Name: Xxxxxxx X.
Xxxxxxx
Title: Associate Director,
Region Americas Legal, Equities
Section
SECURED
PARTY:
UBS
SECURITIES LLC
By: /s/Xxxx Xxxxx
Name: Xxxx
Xxxxx
Title: Executive
Director Equities
By: /s/Xxxx Xxxxx
Name: Xxxx
Xxxxx
Title: Director Equities
SECURITIES
INTERMEDIARY:
__________________________,
as
Securities Intermediary
By: _______________________
Name:
Title:
By: _______________________
Name:
Title:
13
Exhibit
A
to
CERTIFICATE FOR ADDITIONAL
COLLATERAL
The
undersigned, Starr International Company, Inc. (“Pledgor”), hereby certifies,
pursuant to Section 8(b) of the Pledge Agreement, dated as of March 15, 2010,
among Pledgor, UBS AG, Stamford Branch, as Collateral Agent,
___________________________, as the Securities Intermediary, and Secured Party
(the “Pledge Agreement”;
terms defined in the Pledge Agreement being used herein as defined therein),
that:
1.
Pledgor is delivering, or causing to be delivered in accordance with Section
8(c) of the Pledge Agreement, the following securities (or security entitlements
in respect thereof) to the Collateral Agent to be held by the Collateral Agent
as additional Collateral (the “Additional
Collateral”):
2.
Pledgor hereby represents and warrants to the Collateral Agent that the
Additional Collateral is Eligible Collateral and that the representations and
warranties contained in paragraphs (a), (b), (c), (d), and (e) of Section 3 of
the Pledge Agreement are true and correct with respect to the Additional
Collateral on and as of the date hereof.
This
Certificate may be relied upon by Secured Party as fully and to the same extent
as if this Certificate had been specifically addressed to Secured
Party.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate this ___ day of
__________, 2010.
Starr International Company,
Inc.
____________________________
