1
EXHIBIT 10.23
STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT is entered into this ___ day of December
2000 (the "Agreement") by and among THE AFFINITY GROUP, INC., a Florida
corporation ("AFFINITY"); the following individuals and trust: Xxxxx X. Xxxx,
Xxxxx X. Xxxxx, The Xxxxx Xxxxx Qualified Subchapter S Trust No. 1, Fernur Ece
Nihat, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx Del Xxxxx, Xxxxx Xxxxx, Xxxxxxx
X. XxXxxxxxxx (collectively, the "SECURED PARTY") and TELESERVICES INTERNET
GROUP, INC., a Florida corporation (the "PLEDGOR").
RECITALS
(a) The parties have entered into a reverse triangular merger pursuant
to which Pledgor's subsidiary, TSIG Newco Inc., has been merged into Affinity,
all of the issued and outstanding shares of stock of Affinity immediately prior
to the effective time of the reverse triangular merger were held by the Secured
Party and were canceled and pursuant to the terms of the Agreement and Plan of
Reorganization, the Secured Party received a certain number of common shares of
Pledgor, and Pledgor received certain issued and outstanding shares of common
stock of Affinity, which then and now constitute the only outstanding shares of
Affinity. Accordingly, Affinity is now a wholly owned subsidiary of Pledgor and
the Secured Party hold shares of common stock of Pledgor.
(b) The terms of the Agreement and Plan of Reorganization (the
"Acquisition Agreement") provide that Secured Party, the former stockholders of
Affinity, have the right under certain conditions to rescission and/or
reacquisition (the "Reacquisition") of Affinity from Pledgor, and pursuant to
the terms and conditions of the Acquisition Agreement, Pledgor is required to
secure its performance of the terms and conditions of the Reacquisition by
pledging all of its shares of Affinity stock to Secured Party. The sole purpose
of this Stock Pledge Agreement is to secure the performance of Pledgor in the
event that a Reacquisition is elected by Secured Party under the provisions of
Section 8 of the Acquisition Agreement.
AGREEMENT
In consideration of the benefits and covenants of parties as described
above, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by all parties, the parties agree as follows:
SECTION I - INTRODUCTORY
1.01 Recitals. The statements contained in the recitals of fact
set forth above (the "Recitals") are true and correct and by this reference are
incorporated in and made a part of this Agreement.
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 1 of 14
2
1.02 Exhibits. The exhibit attached to this Agreement and listed
in Section 6.11 is incorporated in and made a part of this Agreement by this
reference.
1.03 Definitions and Abbreviations. The definitions and
abbreviations set forth or referred to below shall be used for purposes of this
Agreement.
(a) The definitions and abbreviations set forth in the
preamble of this Agreement shall be used for purposes of this Agreement.
(b) The definitions and abbreviations set forth in the
Recitals shall be used for purposes of this Agreement.
(c) The phrase "Blue Sky Law" shall mean state securities
laws.
(d) The phrase "Federal Securities Law" shall mean,
collectively, the Securities Act of 1933, as now or hereafter amended, and all
rules and regulations promulgated thereunder.
(e) The phrase "Affinity Shares" shall mean all shares
of common stock of Affinity received by Pledgor.
(f) "Reacquisition" shall mean the reacquisition of
Affinity by the Secured Party if an event occurs that under Section 8 of the
Acquisition Agreement gives Secured Party the right to Rescission and/or
Reacquisition of Affinity pursuant to the terms of said Section 8.
(g) The term "Person" (whether or not capitalized) shall
mean any individual, partnership, corporation or other entity.
(h) The term "Pledgor" shall mean TeleServices Internet
Group Inc.
(i) The phrase "Pledged Shares" and the term
"Collateral" shall mean all of the issued and outstanding shares of the stock
of Affinity as exist at any time after the Closing of the acquisition of
Affinity by Pledgor pursuant to the Acquisition Agreement.
(j) The phrase "Rule 144" shall mean that certain rule
promulgated by the Securities and Exchange Commission under the Federal
Securities Law and set forth in 17 CFR 230.144.
(k) The term "UCC" shall mean the Uniform Commercial
Code as enacted in Florida from time to time.
(l) The definitions and abbreviations set forth in other
portions of this Agreement shall also be used for the purposes of this
Agreement.
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 2 of 14
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SECTION 2 - GRANT OF INTEREST AND MAINTENANCE
2.01 Grant of Security Interest. As security for the due and
punctual performance of all of the obligations and liabilities, whether now
existing or hereafter arising, of all Pledgor or any successor or assign of
Pledgor under this Agreement and under Section 8 of the Acquisition Agreement as
now existing and as it may be extended, modified or renewed on any terms
whatsoever (collectively, the "Obligations"), Pledgor hereby grants a security
interest to Secured Party, and pledges, assigns and transfers all of its right,
title and interest in the Pledged Shares to Secured Party. The term
"Obligations" as used herein shall include the payment to Secured Party of all
principal, interest and other sums due or to become due under this Agreement
and/or the Acquisition Agreement, together with any extensions, modifications or
renewals thereof, and the performance of all of the covenants, agreements and
undertakings contained herein or in the Acquisition Agreement.
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 3 of 14
4
2.02 Collateral and Delivery. Pledgor shall deliver to Secured
Party all of the Pledged Shares described more particularly on Exhibit A
contemporaneously with the execution of this Agreement, along with duly
executed stock powers, with signatures guaranteed, covering the same. Secured
Party hereby appoints Xxxxx X. Xxxx as Trustee for Secured Party to hold all of
the Pledged Shares for and on behalf of Secured Party, and Xxxxx X. Xxxx hereby
accepts said appointment. Further, Secured Party hereby directs that all
notices and communications given or to be given by Pledgor or any other party
to this Agreement at any time to Secured Party shall be given to Xxxxx X. Xxxx
in accordance with the notice provisions of this Agreement and that any such
notice or communication so given shall be conclusively deemed to have been
given and delivered to Secured Party in full compliance with the requirements
of this Agreement. The Pledgor shall thereafter deliver to Secured Party (a)
any additional Pledged Shares as required by the terms of this Agreement and
duly executed stock powers, with signatures guaranteed, covering the same, (b)
its interest in any securities issued as a dividend, stock split or other
distribution on account of or in exchange for its Pledged Shares not later than
two days after any issuance thereof and accompanied by duly executed stock
powers, with signatures guaranteed, covering the same, and (c) to the extent
not included in (a) and (b) immediately above, its interest in all other items
within the Pledged Shares, duly endorsed or assigned to Secured Party, not
later than two days after the earlier of any issuance thereof or its receipt
thereof. Pledgor hereby authorizes and directs any person having custody of any
of the Pledged Shares, or responsible for performing any term or condition with
respect to the Collateral, to deliver or pay the same directly to Secured
Party. Notwithstanding the foregoing, provided that no default within the
meaning of Section 4.01 has occurred, ordinary cash dividend payments made by
Affinity to its shareholder shall be paid to the record owner of the Pledged
Shares with respect to which such dividend is declared and not delivered to
Secured Party as otherwise required by (c) immediately above.
2.03 Other Security. At any time before, during or after any
default (within the meaning of Section 4.01), Secured Party may, but shall not
be obligated to, take from any person and hold collateral (other than the
Pledged Shares) as security for the Obligations and may enforce, exchange or
release any such additional collateral or the Pledged Shares or any part
thereof, and may accept and hold any guarantee of the Obligations and may
release or substitute any such guarantor or any person who has given any
security interest for the Obligations or any person in any way obligated for
the same, all without affecting the liability of any other person or any other
property for the Obligations.
2.04 Certain Other Actions By Secured Party. Secured Party shall
hold the Pledged Shares at any location that it deems appropriate in
furtherance of the security interests granted hereby until the Obligations have
been fully satisfied. Secured Party may, at its option and in its sole
discretion, cause all or any part of the Pledged Shares included in the
Collateral to be transferred to the name of Secured Party, or the name of any
nominee of Secured Party, following any default (within the meaning of Section
4.01) which has continued for 10 days or more.
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 4 of 14
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2.05 Certain Other Actions By Pledgor.
(a) Pledgor shall defend Secured Party's interest in and
to all of the Collateral against the claims or demands of all persons
whomsoever, and shall pay before delinquency any taxes and assessments on any
of the Collateral, the charges for any documentary stamps on the Pledged Shares
and any transfer or retransfer of the certificates representing the same, and
the costs of filing and recording any financing statements, continuation
statements, notices or similar instruments relating to the Pledged Shares.
(b) If at any time Secured Party, at its option and in
its sole discretion, deems it necessary or advisable, Pledgor will execute and
deliver to Secured Party, in form satisfactory to Secured Party:
(i) affidavits of factual matters with respect
to the ownership and holding period for the Pledged Shares and similar items in
connection with Federal Securities Law and Blue Sky Law matters; and
(ii) financing statements, continuation
statements, notices or similar instruments which maintain or give public notice
of Secured Party's security interest.
(c) Pledgor shall not attempt any further encumbrance or
any assignment, transfer or sale of its Pledged Shares while the security
interest granted hereunder is in effect, and Pledgor covenants that it will not
execute or allow to be filed in any public office any financing statement,
continuation statement, notice or other instrument wherein it is shown as
debtor and which in any manner affects the Collateral, except only financing
statements, continuation statements, notices or other instruments showing
Secured Party as the secured party.
(d) Pledgor shall give at least 15 days advance written
notice to Secured Party of any change in its address set forth in Section
6.03(a) and, as applicable, of any change in its name, identity or structure,
or in the location of its chief executive office or principal place of
business.
(e) Pledgor constitutes and appoints Secured Party as
Pledgor's attorney-in-fact, with full power of substitution, in Secured Party's
name, Pledgor's name or otherwise:
(i) to sign, endorse, transfer and assign all
instruments, documents and statements, including financing statements,
continuation statements, checks, drafts, proxies, certificates representing
Pledged Shares and stock transfer powers; and
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 5 of 14
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(ii) to vote the Pledged Shares as determined by
Secured Party in its sole discretion and to do all other things Pledgor could
do as a shareholder of Affinity, including attending meetings and executing
consents; provided, however, the power granted in this subsection (ii) shall
not be exercised by Secured Party so long as no default (within the meaning of
Section 4.01) has occurred.
The power of attorney set forth herein is coupled with an interest and is
irrevocable until the Obligations have been fully satisfied. During the
continuance of the power of attorney, Pledgor shall not grant any conflicting
power with respect to any of the Pledged Shares.
SECTION 3 - REPRESENTATIONS AND WARRANTIES
3.01 Non-Exclusivity. None of the representations and warranties
set forth in this Agreement shall be construed as limiting or creating any
implication with respect to any representation or warranty contained in the
Acquisition Agreement, and none of the representations and warranties set forth
in the Acquisition Agreement shall be construed as limiting or creating any
implication with respect to any representation or warranty contained in this
Agreement. Each of the representations and warranties made by Pledgor to
Secured Party in this Agreement or in the Acquisition Agreement has independent
significance, is material to Secured Party and has been relied upon by Secured
Party in connection with the transactions arising under the Acquisition
Agreement and Secured Party's acceptance of the Collateral and the terms and
conditions of this Agreement.
3.02 Representations Regarding Pledgor. Pledgor represents and
warrants to Secured Party as follows:
(a) Pledgor renews and adopts all of its representations
and warranties made in the Acquisition;
(b) Pledgor is the sole owner of all of the issued and
outstanding shares of stock of Affinity, and, except for the pledge of the
Pledged Shares herein made to Secured Party, no other person, persons, or
entity or entities has any interest of any kind in any of the issued and
outstanding shares of stock of Affinity and no other person, persons, entity or
entities have any options, warrants or other rights to any equity interest of
any kind in Affinity;
(c) Pledgor and Affinity each have the necessary power
and authority to execute and deliver this Agreement and to perform their
obligations hereunder, and any action, including officer, director or
shareholder action, necessary or appropriate as a precondition to the
execution, delivery and performance of this Agreement by or on behalf of
Pledgor and Affinity has been accomplished;
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 6 of 14
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(d) Execution, delivery and performance by Pledgor and
Affinity of this Agreement or of any transaction described herein or
contemplated hereunder have not and will not violate or result in a breach of
or constitute a default under any provision of, as applicable, its articles of
incorporation, bylaws, any resolution of its board of directors or stockholder
or of any contract, lien, instrument, law, order, judgment, decree, ordinance,
regulation, rule, or other restriction of any kind by which either Pledgor or
Affinity or any of their respective property is bound or affected;
(e) This Agreement is a valid and binding obligation of
Pledgor and Affinity, enforceable against them respectively in accordance with
its terms, except as limited by bankruptcy, insolvency and other laws affecting
the enforcement of creditors' rights generally and general principles of
equity;
(f) Secured Party has not made any representation or
warranty, expressed or implied, to either Pledgor or Affinity with respect to
the matters pertaining to the subjects of this Agreement, except as expressly
provided in this Agreement, and neither Pledgor nor Affinity has relied upon
any oral representation or warranty by Secured Party;
(g) The Pledged Shares are genuine and were acquired by
Pledgor in the transaction(s) summarized in the Recitals on page 1 of this
Agreement, and all of the Pledged Shares have been acquired by Pledgor in the
transaction(s) summarized in the Recitals on page 1 of this Agreement;
(h) None of the Collateral in which Pledgor has any
direct or indirect interest is subject to any lien, pledge, charge, encumbrance
or security interest other than in favor of Secured Party under this Agreement,
and none of the Pledged Shares are subject to any stop order or similar
restriction with the transfer agent or registrar for Affinity, and all of the
Pledged Shares have been duly and validly issued, are outstanding and are fully
paid and nonassessable; and
(i) No representation or warranty by or with respect to
Pledgor or Affinity in this Agreement contains any untrue statement of a
material fact or omits to state a material fact necessary to make the
statements contained herein not misleading.
SECTION 4 - REACQUISITION.
4.01 Reacquisition. A Reacquisition under this Agreement shall
have occurred upon the occurrence of an event triggering the right of the Target
Stockholders under Section 8 of the Acquisition Agreement, i.e., the Secured
Party under this Agreement, to a rescission of the acquisition of Affinity by
Pledgor or to a Reacquisition of Affinity and an election by the Target
Stockholders/the Secured Party to a Reacquisition.
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 7 of 14
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Upon the occurrence of a Reacquisition, Secured Party shall have the
right to acquire all of the Pledged Shares by complying with the requirements
of the Target Stockholders under the provisions of Section 8 of the Acquisition
Agreement and all of the rights with respect to the Collateral and with respect
to any person liable for the Obligations of a secured party under the UCC, and
under any other applicable law in effect from time to time, in each case on a
cumulative basis with and in addition to any other rights arising under this
Agreement and/or the Acquisition Agreement. Secured Party's rights shall
include the right to incur attorneys' fees payable by Pledgor, the right to
require Pledgor to assemble any Collateral not in the possession of Secured
Party and to make it available to Secured Party at the place designated by
Secured Party, the right to sell or otherwise dispose of the Pledged Shares at
public or private sale, and to hold Pledgor liable for any deficiency, which
deficiency and attorneys' fees Pledgor shall pay on Secured Party's demand.
4.02 Compliance with Law. In any remedy with respect to the
Pledged Shares, the requirements of Section 679.112, Florida Statutes, shall be
observed and Secured Party shall comply with the requirements of Section
679.504, Florida Statutes. The expenses and fees, including reasonable
attorneys' fees and legal expenses, of complying with applicable Federal
Securities Law and Blue Sky Law matters in any public or private sale or other
disposition of the Collateral shall be among the categories of expenses to
which the proceeds of any disposition of the Pledged Shares shall be applied.
4.03 Enforcement. Without waiving its security interest under this
Agreement or under the Acquisition Agreement, Secured Party shall have the
right to specific performance of Pledgor and any other person or entity with
respect to transfer to Secured Party of all rights, title and interest in the
Pledged Shares or any other security for the Obligations. Secured Party shall
have the right, in its sole discretion, to enforce the security interest
created by this Agreement before, after or at the same time as Secured Party
enforces its rights hereunder and under Section 8 of the Acquisition Agreement,
and such enforcement or lack thereof shall not impair the liability of any
person under this Agreement or under the Acquisition Agreement for the
Obligations. Secured Party may, in its sole discretion, delay exercising or omit
to exercise any right or remedy under this Agreement or under the Acquisition
Agreement without waiving its rights to any past, present or future right or
remedy. Secured Party may, in its sole discretion, waive any event triggering
the right of the Target Stockholders under Section 8 of the Acquisition
Agreement, i.e., the Secured Party under this Agreement, to a rescission of the
acquisition of Affinity by Pledgor or to a Reacquisition of Affinity, but such
waiver shall not operate as a waiver of any other event triggering the right of
the Target Stockholders under Section 8 of the Acquisition Agreement, i.e., the
Secured Party under this Agreement, to a rescission of the acquisition of
Affinity by Pledgor or to a Reacquisition of Affinity on a subsequent occasion.
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 8 of 14
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SECTION 5 - SURVIVAL, INDEMNIFICATION, ETC.
5.01 Survival. All warranties, representations, covenants,
obligations and agreements contained in this Agreement, in the Acquisition
Agreement, and in any document, instrument or certificate delivered pursuant to
this Agreement or the Acquisition Agreement shall survive the execution and
delivery of this Agreement and the consummation of any transaction pursuant to
this Agreement or the Acquisition Agreement.
5.02 Indemnification. Pledgor shall indemnify and hold Secured
Party harmless from and against any claims, suits or demands, including
reasonable attorneys' fees whether or not a suit is filed, for the breach of
any representation or warranty made by Pledgor in this Agreement or a breach by
Pledgor of any of the other terms, obligations, covenants or conditions of this
Agreement.
5.03 Waiver. Pledgor waives in favor of Secured Party any and all
claims or defenses that the waiving party now has against Secured Party with
respect to the execution, delivery, performance or enforcement of this
Agreement and further agrees not to raise any such claims or defenses against
Secured Party.
5.04 Release. Pledgor hereby releases Secured Party from all
claims for loss or damage caused by any failure to collect on or with respect
to any of the Pledged Shares or any other security for the Obligations, or by
any act or omission by or attributable to Secured Party, except in any such
case only for gross negligence or willful misconduct. Pledgor, for itself and
its legal representatives, successors, predecessors and assigns, and its
officers, directors, stockholders, agents, servants and employees, hereby
releases, acquits and forever discharges Secured Party and its officers,
directors, stockholders, agents, servants, employees, legal representatives,
successors and assigns of and from any and all claims, promises, demands,
debts, suits, actions and causes of action, which it now has or might hereafter
have against Secured Party and its officers, directors, stockholders, agents,
servants, employees, legal representatives, successors and assigns by reason of
any act, omission, matter, contract, agreement or thing whatsoever from the
beginning of the world to the date hereof.
SECTION 6 - MISCELLANEOUS
6.01 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original instrument, but all
such counterparts together shall constitute but one agreement. This Agreement
shall become effective only when each party has executed and delivered one or
more counterpart copies hereof.
6.02 No Drafter. This Agreement shall not be construed against any
party as the drafter hereof.
6.03 Notices.
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 9 of 14
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(a) All notices, requests, demands and other
communications (Anotices@) required to be given or that may be given to the
parties pursuant to the terms of this Agreement shall be in writing and
sufficient in all respects if given by prepaid Federal Express, Airborne or
other nationally recognized overnight courier service, or delivered personally
or by prepaid US Priority Mail, US Express Mail or US Certified Mail as
follows:
To Secured Party: Xxxxx X. Xxxx
000 0xx Xxxxxx Xxxxx, Xxxxx 0000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
To Pledgor: Xxxx Xxxxx, Secretary
TeleServices Internet Group Inc.
000 0xx Xxxxxx Xxxxx, Xxxxx 0000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
To Affinity: Xxxxxx Xxxxxxx, Chief Operating Officer
The Affinity Group, Inc.
000 0xx Xxxxxx Xxxxx, Xxxxx 0000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Addresses for notice and the person designated to receive any notice may be
changed by notice given in accordance with the foregoing. Notice shall be
effective upon the earlier of actual receipt or three days after forwarding. In
the event that notice is mailed in conformance with this section and is
returned to the sender for any reason, such notice shall be deemed to have been
received by the party to whom it was addressed on the date following the date
that such notice was delivered to the carrier by the sender.
(b) Except as expressly provided otherwise herein,
Pledgor waives demand, protest, presentment, notice of dishonor or protest,
notice of acceptance hereof or of the Collateral, notice of any extensions,
modifications or renewals, and all demands and notices of any action by Secured
Party under this Agreement or in connection with the Obligations or the
Collateral.
(c) Any notice as is given by Secured Party of the sale
or other disposition of Collateral or any other intended action by Secured
Party hereunder, whether required by the UCC or otherwise required, shall
constitute reasonable notice to Pledgor if the notice is delivered in
accordance with the provisions of this section at least 10 days before the
action.
6.04 Time of Essence. Time is of the essence of this Agreement.
6.05 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws (excluding conflicts of
laws) of the State of Florida, except to the extent
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 10 of 14
11
that federal law may preempt any of the terms, conditions or provisions
thereof, in which event and to that extent federal law shall govern the
construction of this Agreement. Any action brought to enforce any of the
provisions of this Agreement shall be properly brought in Pinellas County,
Florida if commenced in the courts of the State of Florida, or in the United
States District Court for the Middle District of Florida, Tampa Division, if
commenced in the courts of the United States. All parties consent to the
jurisdiction of such courts for all purposes of this Agreement.
6.06 Costs of Enforcement. In the event this Agreement or any of
the Collateral becomes the subject of or involved in any legal action, Pledgor
shall pay and reimburse Secured Party for all costs, charges and expenses,
including reasonable attorneys' fees and costs which include fees charged for
paralegal services and any fees and costs incurred in any appeal. All such
charges, costs and expenses shall be immediately due and payable and bear
interest at the highest rate permitted by applicable law from time to time to
be charged by Secured Party, from the date Secured Party incurs such charge,
cost or expense until repaid by Pledgor.
6.07 Entire Agreement. This Agreement contains or refers to the
entire agreement of Pledgor and Secured Party with respect to its subject
matter, and supersedes any prior arrangements or understandings between the
parties with respect thereto. Any waiver, modification, discharge or
termination of this Agreement must be in writing and signed by the parties
necessary to the enforcement thereof.
6.08 Assignment. The rights and obligations hereunder of a party
other than Secured Party may not be assigned without the prior written consent
of Secured Party. This Agreement shall be binding upon and shall inure to the
benefit of the successors and permitted assigns of the parties. Except in
accordance with the foregoing, nothing in this Agreement shall confer any
rights or remedies on anyone other than the parties.
6.09 Further Actions. Pledgor shall promptly and without cost to
Secured Party execute and deliver to Secured Party such other documents,
certificates, agreements and other writings and shall take such other actions
as may be requested by Secured Party to implement the purposes of this
Agreement, including the perfection and protection of and the realization on
Secured Party's security interest In the Collateral.
6.10 Interpretation. The descriptive headings of sections, or of
or in any exhibits, are inserted for convenience only and are not a part of
this Agreement. Unless otherwise qualified, references in this Agreement to
"Section" or "section" are to provisions of this Agreement and a reference
thereto includes any subparts. As used herein, the singular includes the
plural, the plural includes the singular, and words in one gender include the
others. As used herein, the terms "herein" and "hereof" refer to the whole of
this Agreement, and "include", "including" and similar terms are not words of
limitation. Whenever possible, each provision of this Agreement shall be
interpreted
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 11 of 14
12
in such manner as to be effective and valid under applicable law, but if any
provision shall be prohibited or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity only,
without invalidating the remainder of such provision or of the remaining
provisions of this Agreement.
6.11 Exhibit List. The following exhibit is attached to and a part
of this Agreement:
IN WITNESS WHEREOF, this Stock Pledge Agreement has been executed and
delivered as of the date first set forth above by the persons and in the
capacities set forth below.
Signed, sealed and delivered in the presence of:
Pledgor:
TeleServices Internet Group Inc.
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxx Xxxxx
----------------------------------- --------------------------------------
/s/ Witness Xxxx Xxxxx, Secretary and CFO
-----------------------------------
The Affinity Group, Inc.
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxx
----------------------------------- --------------------------------------
/s/ Witness Xxxxx X. Xxxx, President and CEO
-----------------------------------
Secured Party:
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxx X. Xxxx
----------------------------------- --------------------------------------
/s/ Witness Xxxxx X. Xxxx
----------------------------------- Address: 0000 Xxxxxx Xxx
Xxxxx, XX 00000
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 12 of 14
13
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxx X. Xxxxx
-------------------------------- -----------------------------------------
Xxxxx X. Xxxxx
Address: 0000 Xxxx Xxxxx Xx
/x/ Xxxxxxx Xxxxx, XX 00000
--------------------------------
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
-------------------------------- -----------------------------------------
The Xxxxx X. Xxxxx Qualified Subchapter
S. Trust No. 1
Address: 0000 Xxxx Xxxxx Xx.
/s/ Elmerdeen X. Xxxxxx Xxxxx, XX 00000
--------------------------------
/s/ Witness /s/ Fernur Ece Nihat
-------------------------------- -----------------------------------------
Fernur Ece Nihat
Address: 00 Xxxxxx Xxx, Xxxxxxxxxx,
Xxxxxx N208IIX
/s/ Witness United Kindgdom
--------------------------------
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxxxx Xxxxxx
-------------------------------- -----------------------------------------
Xxxxxxx Xxxxxx
Address: 12233 Clubhouse Dr.
/s/ Witness Xxxxxxxxx, XX 00000
--------------------------------
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxxxx
-------------------------------- -----------------------------------------
Xxxxxx Xxxxxxx
Address: 00000 Xxx Xxxxx Xx.
/s/ Witness X Xxxxxxxx Xxxxxx, XX 00000
--------------------------------
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxxxx Del Corso
-------------------------------- -----------------------------------------
Xxxxxxx Del Xxxxx
Address: 000 000xx Xxxxxx
Xxxxxxxx Xxxxxx, XX 00000
/s/ Witness
--------------------------------
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 13 of 14
14
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxx Xxxxx
-------------------------------- -----------------------------------------
Xxxxx Xxxxx
Address: 000 Xxxxxxxxx Xxxxx
/x/ Xxxxxxx Xxxxxxx, XX 00000
--------------------------------
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxxxx X. XxXxxxxxxx
-------------------------------- -----------------------------------------
Xxxxxxx X. XxXxxxxxxx
Address: 6020 Bahia Del Mar #000
/x/ Xxxxxxx Xx. Xxxxxxxxxx, XX 00000
--------------------------------
Stock Pledge Agreement
Teleservices Internet Group Inc. --- Pledgor
Xxxxx X. Xxxx, et. Al. --- Secured Party
The Affinity Group, Inc. --- Pledged Shares
December 4, 2000
Page 14 of 14
