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EXHIBIT 10.7
Customer #3620179
Date: FEBRUARY 17, 1998
PLEDGE AGREEMENT
BANK/SECURED PARTY:
NationsBank, N.A.
Banking Center: High Tech/Healthcare
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
County: Xxxxxx
(Name and street address including county)
PLEDGOR(S)/DEBTOR(S):
Intelligent Systems Corporation
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
County: Gwinnett
(Name and street address including county)
Pledgor/Debtor is: CORPORATION
Address is Pledgor's/Debtor's: 0000 XXXXXXXXXXX XXXX XXXXXXXX, XXXXXXX 00000
1. SECURITY INTEREST. For good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Pledgor/Debtor (hereinafter referred
to as "Pledgor") pledges, assigns and grants to Bank a security interest and
lien in the Collateral (hereinafter defined) to secure the payment and the
performance of the Obligation (hereinafter defined).
2. COLLATERAL. The security interest is granted in the following collateral (the
"Collateral"):
A. DESCRIPTION OF COLLATERAL.
SPECIFIC INVESTMENT PROPERTY/SECURITIES: The following investment property
and/or securities, together with all investment property and/or securities
hereafter delivered to Bank in substitution therefor or in addition thereto: SEE
"EXHIBIT A" ATTACHED HERETO MADE A PART HEREOF BY REFERENCE.
It is contemplated by the parties that Pledgor may provide additional collateral
from time to time hereunder as additional security for the Obligation, and may
from time to time with the prior written consent of Bank sell or otherwise
dispose of any Collateral provided that Pledgor provides Bank with substitute
collateral. At the time of each addition or substitution of Collateral, the
securities added or substituted shall be identified on a Pledge Certificate,
substantially in the form of Schedule II attached hereto (the "Pledge
Certificate"), and delivered to Bank. Bank has no obligation to make any
advances requested in connection therewith unless (i) such additional and/or
substituted Collateral is satisfactory to Bank and (ii) the perfected security
interest granted to Bank therein is completed to the satisfaction of Bank. All
such additional and/or substituted Collateral shall be Collateral for purposes
of this Agreement, and shall secure the Obligation in the same manner as the
Collateral for which it is added to and/or,
B. PROCEEDS. All additions, substitutes and replacements for and proceeds of
the above Collateral (including all income and benefits resulting from any of
the above, such as dividends payable or distributable in cash, property or
stock, interest, premium and principal payments; redemption proceeds and
subscription rights; and shares or other proceeds of conversions or splits of
any securities in the Collateral). Any investment property and/or securities
received by Pledgor, which shall comprise such additions, substitutes and
replacements for, or proceeds of, the Collateral, shall be held in trust for
Bank and shall be delivered immediately to Bank. Any cash proceeds shall be held
in trust for Bank and upon request shall be delivered immediately to Bank.
C. DEPOSIT ACCOUNTS. The balance of every deposit account of Pledgor
maintained with Bank and any other claim of Pledgor against Bank, now or
hereafter existing, liquidated or unliquidated, and all money, instruments,
investment property, securities, documents, chattel paper, credits, claims,
demands, income, and any other property, rights and Interests of Pledgor which
at any time shall come into the possession or custody or under the control of
Bank or any of its agents or affiliates, for any purpose, and the proceeds of
any thereof. Bank shall be deemed to have possession of any of the Collateral in
transit to or set apart for it or any of its agents or affiliates.
3. OBLIGATION.
A. DESCRIPTION OF OBLIGATION. The following obligations ("Obligation") are
secured by this Agreement:
i. ALL DEBT: All debts, obligations, liabilities and agreements of Pledgor
and/or N/A to Bank, now or hereafter existing, arising directly or indirectly
between Pledgor and Bank whether absolute or contingent, joint or several,
secured or unsecured, due or not due, liquidated or unliquidated, arising by
operation of law or otherwise, and all renewals, extensions and rearrangements
of any of the above;
ii. All costs and expenses incurred by Bank, including attorney's fees, to
obtain, preserve, perfect, enforce and defend this Agreement and maintain,
preserve, collect and realize upon the Collateral, together with interest
thereon at the highest rate allowed by law, or if none, 25% per annum;
iii. All amounts which may be owed to Bank pursuant to all other loan
documents executed in connection with the indebtedness described in subpart i.
above.
In the event any amount paid to Bank on any Obligation is subsequently recovered
from Bank in or as a result of any bankruptcy, insolvency or fraudulent
conveyance proceeding involving an obliger of the Obligation other than Pledgor,
Pledgor shall be liable to Bank for the amounts so recovered up to the fair
market value of the Collateral whether or not the Collateral has been released
or the security interest terminated. In the event the Collateral has been
released or the security interest terminated, the fair market value of the
Collateral shall be determined, at Bank's option, as of the date the Collateral
was released, the security interest terminated, or said amounts were recovered.
B. Use of Proceeds. The proceeds of any indebtedness or obligation secured by
the Collateral "WILL NOT BE" used directly or indirectly to purchase or carry
any "margin stock" as that term is defined in Regulation U of the Board of
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Governors of the Federal Reserve System, or extend credit to or invest in other
parties for the purpose of purchasing or carrying any such "margin stock, or to
reduce or retire any indebtedness incurred for such purpose or otherwise in a
manner which would violate Regulations G, T or U.
4. PLEDGOR'S WARRANTIES. Pledgor hereby represents and warrants to Bank as
follows:
A. FINANCING STATEMENTS. Except as may be noted by schedule attached hereto
and incorporated herein by reference, no financing statement covering the
Collateral is or will be on file in any public office, except the financial
statements relating to this security interest, and no security interest, other
than the one herein created, has attach or been perfected in the Collateral or
any part thereof.
B. OWNERSHIP. Pledgor owns, or will use the proceeds of any loans by Bank to
become the owner of, the Collateral free from any set off, claim, restriction,
lien, security interest or encumbrance except liens for taxes not yet due and
payable and the security interest hereunder.
C. POWER AND AUTHORITY. Pledgor has full power and authority to make this
Agreement, and all necessary consents and approvals of any persons, entities,
governmental or regulatory authorities and securities exchanges have been
obtained to effectuate the validity of this Agreement.
5. PLEDGOR'S COVENANTS. Until full payment and performance of all of the
Obligation and termination or expiration of any obligation or commitment of Bank
to make advances or loans to Pledgor, unless Bank otherwise consents in writing:
A. OBLIGATION AND THIS AGREEMENT. Pledgor shall perform all of its agreements
herein and in any other agreements between it and Bank.
B. OWNERSHIP OF COLLATERAL. Pledgor shall defend the Collateral against all
claims and demands of all person at any time claiming any interest therein
adverse to Bank. Pledgor shall keep the Collateral free from all liens and
security interests except those for taxes not yet due and payable and the
security interest hereby created.
C. BANK'S COSTS. Pledgor shall pay all costs necessary to obtain, preserve,
perfect, defend and enforce the security interest created by this Agreement,
collect the Obligation, and preserve, defend, enforce and collect the
Collateral, including but not limited to taxes, assessments, reasonable
attorney's fees, legal expenses and expenses of sales. Whether the Collateral is
or is not in Bank's possession, and without any obligation to do so and without
waiving Pledgor's default for failure to make any such payment, Bank at its
option may pay any such costs and expenses and discharge encumbrances on the
Collateral, and such payments shall be a part of the Obligation and bear
interest at the rate set out in the Obligation. Pledgor agrees to reimburse Bank
on demand for any costs so incurred.
D. INFORMATION AND INSPECTION. Pledgor shall (i) promptly furnish Bank any
information with respect to the Collateral requested by Bank; (ii) allow Bank or
its representatives to inspect and copy, or furnish Bank or its representatives
with copies of, all records relating to the Collateral and the Obligation; and
(iii) promptly furnish Bank or its representatives with any other information
Bank may reasonably request.
E. ADDITIONAL DOCUMENTS. Pledgor shall sign and deliver any papers furnished
by Bank which are necessary or desirable in the judgment of Bank to obtain,
maintain and perfect the security interest hereunder and to enable Bank to
comply with any federal or state law in order to obtain or perfect Bank's
interest in the Collateral or to obtain proceeds of the Collateral.
F. NOTICE OF CHANGES. Pledgor shall notify Bank immediately of (i) any
material change in the Collateral (ii) a change in Pledgor's residence or
location, (iii) a change in any matter warranted or represented by Pledgor in
this Agreement, or in any of the loan documents relating to the Obligation or
furnished to Bank pursuant to this Agreement, and (iv) the occurrence of an
Event of Default as defined herein.
G. POSSESSION OF COLLATERAL. Pledgor shall deliver a copy of this Agreement
(or other notice acceptable to Bank) to any Broker, financial intermediary, or
any other person in possession of any of the Collateral or on whose books the
interest of Pledgor in the Collateral appears, and such delivery shall
constitute notice to such person of Bank's security interest in the Collateral
and shall constitute Pledgor's instruction to such person to note Bank's
security interest on their books and records, or deliver to Bank certificates or
other evidence of the Collateral promptly upon Bank's request. Pledgor shall
deliver all investment securities and other instruments and documents which are
a part of the Collateral and in Pledgor's possession to Bank immediately, or if
hereafter acquired, immediately following acquisition, in a form suitable for
transfer by delivery or accompanied by duly executed instruments of transfer or
assignment in blank with signatures appropriately guaranteed in form and
substance suitable to Bank.
H. CHANGE OF NAME/STATUS. Pledgor shall not change its name, change its
corporate status, use any trade name or engage in any business not reasonably
related to its business as presently conducted.
I. POWER OF ATTORNEY. Pledgor appoints Bank and any officer thereof as
Pledgor's attorney-in-fact with full power in Pledgor's name and on Pledgor's
behalf to do every act which Pledgor is obligated to do or may be required to do
hereunder; however, nothing in this paragraph shall be construed to obligate
Bank to take any action hereunder nor shall Bank be liable to Pledgor for
failure to take any action hereunder. This appointment shall be deemed a power
coupled with an interest and shall not be terminable as long as the Obligation
is outstanding and shall not terminate on the disability or incompetence of
Pledgor. Without limiting the generality of the foregoing, Bank shall have the
right and power to receive, indorse and collect all checks and other orders for
the payment of money made payable to Pledgor representing any dividend, interest
payment or other distribution payable in respect of the Collateral or any part
thereof.
J. OTHER PARTIES AND OTHER COLLATERAL. No renewal or extensions of or any
other indulgence with respect to the Obligation or any part thereof, no
modification of the document(s) evidencing the Obligation, no release of any
security, no release of any person (including any maker, indorser, guarantor or
surety) liable on the Obligation, no delay in enforcement of payment, and no
delay or omission or lack of diligence or care in exercising any right or power
with respect to the Obligation or any security therefor or guaranty thereof or
under this Agreement shall in any manner impair or affect the rights of Bank
under any law, hereunder, or under any other agreement pertaining to the
Collateral Bank need not file suit or assert a claim for personal judgment
against any person for any part of the Obligation or set to realize upon any
other security for the Obligation, before foreclosing or otherwise realizing
upon the Collateral. Pledgor waives any right that can be waived to the benefit
of or to require or control application of any other security or proceeds
thereof, and agrees that Bank shall have no duty or obligation to Pledgor to
apply to the Obligation any such other security or proceeds thereof.
K. WAIVERS BY PLEDGOR. Pledgor waives notice of the creation, advance,
increase, existence, extension or renewal of, and of any indulgence with respect
to, the Obligation; waives presentment, demand, notice of dishonor, and protest;
waives notice of the amount of the Obligation outstanding at any time, notice of
any change in financial condition of any person liable for the Obligation or any
part thereof, notice of any Event of Default, and all other
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notices respecting the Obligation; and agrees that maturity of the Obligation
and any part thereof may be accelerated, extended or renewed one or more times
by Bank in its discretion, without notice to Pledgor. Pledgor waives any right
to require that any action be brought against any other person or to require
that resort be had to any other security or to any balance of any deposit
account. Pledgor further waives any right of subrogation or to enforce any right
of action against any other Pledgor until the Obligation is paid in full.
L. WAIVER OF NOTICE FOR IMMEDIATE WRIT OF POSSESSION. Pledgor hereby
acknowledges that the indebtedness arises out of a 'commercial transaction" as
that term is defined in the O.C.G.A. Sec. 44-12-260(1) concerning foreclosure of
mortgages on personally, and agrees that if a default has occurred and is
continuing, Bank shall have the right to an immediate writ of possession without
notice of hearing, and Pledgor hereby knowingly and intelligently waives any and
all rights it may have to any notice and posting of a bond prior to seizure by
Bank, its transferees, assigns or successors in interest of the Collateral or
any portion thereof. The foregoing is intended by Pledgor as a "waiver" as that
term is defined in the O.C.G.A. Sec 00-00-000 (3) relating to foreclosure of
mortgages on personalty.
M. ADDITIONAL PROVISIONS. If one or more Riders to this Agreement are
executed by Pledgor, the covenants and provisions of each such Rider shall be
incorporated by reference into this Agreement.
RULE 144 RIDER: The Collateral is comprised in whole or in part of control
and/or restricted securities, which shall be subject to the additional terms and
provisions described on the Rule 144 Rider attached hereto and made a part
hereof for all purposes.
6. MAINTENANCE OF COLLATERAL.
A. MAINTENANCE OF COLLATERAL. At all times during the term of the Agreement,
Pledgor agrees to maintain as security for the Obligation Collateral of a type
described on Schedule I with an Adjusted Collateral Value (as determined herein)
in excess of the unpaid principal balance of the Obligation. The Adjusted
Collateral Value shall be determined by multiplying the Collateral Value As
defined in subparagraph B below) by the Margin Call Percentage shown on Schedule
I for the type of Collateral securing the Obligation.
No advance requested by Pledgor shall be made to Pledgor if the sum of (i)
the outstanding principal balance of the Obligation plus (ii) the amount of the
advance requested, equals or exceeds the sum of the amounts determined by
multiplying the Collateral Value by the Original Advance Percentage for each
type of Collateral securing the Obligation.
B. VALUE OF COLLATERAL. The "Collateral Value" of Collateral shall be
determined at any given time as follows:
i. If stock, the Collateral Value shall be determined by multiplying (i)
the per share price of such stock at the most recent close of trading on a
trading exchange for such stock, times (ii) the number of shares of such stock
held by Bank as Collateral. In the event that stock held as Collateral is not
traded on an exchange, the Collateral Value of such stock shall be determined by
obtaining the quoted value of such stock from a reputable brokerage firm
selected by Bank. If no such quote is available, the value will be determined by
Bank in its sole discretion.
ii. If a mutual fund, the Collateral Value shall be determined by
multiplying (i) the most recent per share asset value of such mutual fund
obtained from the Wall Street Journal, times (ii) the number of shares of such
mutual fund held by Bank as Collateral. In the event that such net asset value
is not available in the Wall Street Journal, the Collateral Value shall be the
value quoted to Bank by a reputable brokerage firm selected by Bank.
iii. If corporate bonds, the Collateral Value shall be determined from the
most recent closing price for such bonds obtained from the Wall Street Journal.
If such closing price is not available in the Wall Street Journal, the
Collateral Value shall be the value quoted to Bank by a reputable brokerage firm
selected by Bank.
iv. If government or agency obligations or bonds, the Collateral Value
shall be determined from the most recent closing bid price for such bonds
obtained from the Wall Street Journal. If such closing bid price is not
available in the Wall Street Journal, the Collateral Value shall be the value
quoted to Bank by a reputable brokerage firm selected by Bank.
v. If other than stock, mutual funds, corporate bonds, or government or
agency obligations or bonds, the Collateral Value shall be determined by the
Bank in its sole discretion.
C. BREACH OF COLLATERAL MAINTENANCE. Pledgor agrees that the failure to
maintain Collateral with an Adjusted Collateral Value as set forth above shall
constitute an Event of Default under this Agreement. In such event, the Pledgor
shall have two business days from the date Pledgor is notified by Bank (in
writing or orally) of such noncompliance, or such notice is otherwise delivered
to Pledgor, to either pledge additional Collateral satisfactory to Bank, in its
sole discretion, or reduce the unpaid principal balance of the Obligations such
that, in either case, the unpaid principal balance of the Obligation is less
than the sum of the amounts determined by multiplying the Collateral Value by
the Original Advance Percentage shown on Schedule I for each type of Collateral
securing the Obligation. Any reduction in unpaid principal of the Obligation
shall not affect or reduce any future principal payments due except to the
extent such reductions are applied in accordance with the documents evidencing
or securing the Obligation In the event Pledgor fails to comply with the terms
hereof, Bank may, without any further notice of any kind, exercise any of the
following rights and remedies, at Bank's option:
i. The rights and remedies set out in Section 8.B. of this Agreement,
including without limitation the right to accelerate the Obligation and
liquidate the Collateral.
ii. Sell all or any part of the Collateral and apply the proceeds of such
sale to the Obligation to bring the Obligation back into compliance ( that is,
to reduce the unpaid principal of the Obligation such that the unpaid principal
of the Obligation is less than the sum of the amounts determined by multiplying
the Collateral Value by the Original Advance Percentage shown on Schedule I for
each type of Collateral securing the Obligation).
If an Event of Default exists hereunder and the Collateral is declining in value
or threatens to decline speedily in value, Bank shall have no obligation to
notify Pledgor of the failure to maintain Collateral with an Adjusted Collateral
Value as set forth in subparagraph A above or to provide Pledgor with an
opportunity to cure such noncompliance, and in such case Pledgor agrees that
Bank may immediately at Bank's sole option (i) declare amounts due under the
Obligation to be immediately due and payable, and/or (ii) sell all or any part
of the Collateral and apply the proceeds of such Collateral to the Obligation.
D. SALE OR SUBSTITUTION OF COLLATERAL. If no Event of Default has occurred
under this Agreement or would result from such action, Pledgor may (i) sell,
trade, or withdraw any part of the Collateral; or (ii) substitute new Collateral
for existing Collateral, provided that, in either event, the new Collateral
shall be acceptable to Bank in its sole discretion and the unpaid principal
balance of the Obligation shall be less than the sum of the amounts determined
by multiplying the Collateral Value by the Original Advance Percentage for each
type of Collateral securing the Obligation.
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7. RIGHTS AND POWERS OF BANK.
A. GENERAL. Bank, before or after default, without liability to Pledgor may:
take control of proceeds, including stock received as dividends or by reason of
stock splits; release the Collateral in its possession to any Pledgor,
temporarily or otherwise; require additional Collateral; reject as
unsatisfactory any property hereafter offered by Pledgor as Collateral; take
control of funds generated by the Collateral, such as cash dividends, interest
and proceeds, and use same to reduce any part of the Obligation and exercise all
other rights which an owner of such Collateral may exercise, except the right to
vote or dispose of the Collateral before an Event of Default; and at any time
transfer any of the Collateral or evidence thereof into its own name or that of
its nominee. Bank shall not be liable for failure to collect any account or
instruments, or for any act or omission on the part of Bank, its officers,
agents or employees, except for its or their own willful misconduct or gross
negligence. The foregoing rights and powers of Bank will be in addition to, and
not a limitation upon, any rights and powers of Bank given by law, elsewhere in
this Agreement, or otherwise.
B. CONVERTIBLE COLLATERAL. Bank may present for conversion any Collateral
which is convertible into any other instrument or investment security or a
combination thereof with cash, but Bank shall not have any duty to present for
conversion any Collateral unless it shall have received from Pledgor detailed
written instructions to that effect at a time reasonably far in advance of the
final conversion date to make such conversion possible.
8. DEFAULT.
A. EVENT OF DEFAULT. An event of default ("Event of Defaults") shall occur
(a) if Pledgor or any other obligor on all or part of the Obligation shall fail
to timely and properly pay or observe, keep or perform any term, covenant,
agreement or condition in this Agreement or in any other agreement between
Pledgor and Bank of between Bank and any other obliger on the Obligation,
including but not limited to any other note or instrument, loan agreement,
security agreement, deed of trust, mortgage, promissory note, assignment or
other agreement or instrument concerning the Obligation; or (b) if Pledgor or
such other obliger shall fail to timely and properly pay or observe, keep or
perform any term, covenant, agreement or condition in any agreement between such
party and any affiliate or subsidiary of NationsBank Corporation.
B. RIGHTS AND REMEDIES. If any Event of Default shall occur, then, in each
and every such case, Bank may without (a) presentment, demand, or protest, (b)
notice of default, dishonor, demand, non-payment, or protest, (c) notice of
intent to accelerate all or any part of the Obligation, (d) notice of
acceleration of all or any part of the Obligation, or (e) notice of any other
kind, all of which Pledgor hereby expressly waives (except for any notice
required under this Agreement, any other loan document or which may not be
waived under applicable law), at any time thereafter exercise and/or enforce any
of the following rights and remedies, at Bank's option:
i. ACCELERATION. The Obligation shall, at Bank's option, become
immediately due and payable, and the obligation, if any, of Bank to permit
further borrowings under the Obligation shall at Bank's option immediately cease
and terminate.
ii. LIQUIDATION OF COLLATERAL. Sell, or instruct any Agent or Broker to
sell, all or any part of the Collateral in a public or private sale, direct any
Agent or Broker to liquidate all or any part of any Account and deliver all
proceeds thereof to Bank, and apply all proceeds to the payment of any or all of
the Obligation in such order and manner as Bank shall, in its discretion,
choose.
iii. UNIFORM COMMERCIAL CODE. All of the rights, powers and remedies of a
secured creditor under the Uniform Commercial Code ("UCC") as adopted in the
jurisdiction to which Bank is subject under this Agreement.
iv. RIGHT OF SET OFF. Without notice or demand to Pledgor, set off and
apply against any and all of the Obligation any and all deposits (general or
special, time or demand, provisional or final) and any other indebtedness at any
time held or owing by Bank or by any of Bank's affiliates or correspondents to
or for the credit of the account of Pledgor or any guarantor or indorser of
Pledgor's Obligation.
Pledgor specifically understands and agrees that any sale by Bank of all or part
of the Collateral pursuant to the terms of this Agreement may be effected by
Bank at times and in manners which could result in the proceeds of such sale as
being significantly and materially less than might have been received if such
sale had occurred at different times or in different manners, and Pledgor hereby
releases Bank and its officers and representatives from and against any and all
obligations and liabilities arising out of or related to the timing or manner of
any such sale.
If, in the opinion of Bank, there is any question that a public sale or
distribution of any Collateral will violate any state or federal securities law,
Bank may offer and sell such Collateral in a transaction exempt from
registration under federal securities law, and any such sale made in good faith
by Bank shall be deemed "commercially reasonable."
9. GENERAL.
A. PARTIES BOUND. Bank's rights hereunder shall inure to the benefit of its
successors and assigns, and in the event of any assignment or transfer of any of
the Obligation or the Collateral, Bank thereafter shall be fully discharged from
any responsibility with respect to the Collateral so assigned or transferred,
but Bank shall retain all rights and powers hereby given with respect to any of
the Obligation or the Collateral not so assigned or transferred. All
representation warranties and agreements of Pledgor if more than one are joint
and several and all shall be binding upon the person representatives, heirs,
successors and assigns of Pledgor.
B. WAIVER. No delay of Bank in exercising any power or right shall operate as
a waiver thereof; nor shall any single or partial exercise of any power or right
preclude other or further exercise thereof or the exercise of any other power or
right. No waiver by Bank of any right hereunder or of any default by Pledgor
shall be binding upon Bank unless in writing, and no failure by Bank to exercise
any power or right hereunder or waiver of any default by Pledgor shall operate
as a waiver of any other or further exercise of such right or power or of any
further default. Each right power and remedy of Bank as provided for herein or
in any of the loan documents related to the Obligation, or which shall now or
hereafter exist at law or in equity or by statute or otherwise, shall be
cumulative and concurrent and shall be in addition to every other such right,
power or remedy. The exercise or beginning of the exercise by Bank of any one or
more of such rights, powers or remedies shall not preclude the simultaneous or
later exercise by Bank of any or all other such rights, powers or remedies.
C. AGREEMENT CONTINUING. This Agreement shall constitute a continuing
agreement. If the Obligation consists of All Debt, this Agreement shall apply to
all future as well as existing transactions, whether or not of the character,
contemplated at the date of this Agreement, and if all transactions between Bank
and Pledgor shall be closed at any time, shall be equally applicable to any new
transactions thereafter. Provisions of this Agreement, unless by their terms
exclusive, shall be in addition to other agreements between the parties. Time is
of the essence of this Agreement.
D. DEFINITIONS. Unless the context indicates otherwise, definitions in the
UCC apply to words and phrases in this Agreement: if UCC definitions conflict,
Article 8 and/or 9 definitions apply.
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E. NOTICE. Notice shall be deemed reasonable if mailed postage prepaid at
Cast before the related action (or if the UCC elsewhere specifies a longer
period, such longer period) to the address of Pledgor given above. Each notice,
request and demand shall be deemed given or made, if sent by mail, upon the
earlier of the date of receipt or five (5) days after deposit in the U.S. Mail,
first class postage prepaid, or if sent by any other means, upon delivery.
F. MODIFICATIONS. No provision hereof shall be modified or limited except by
a written agreement expressly referring hereto and to the provisions so modified
or limited and signed by Pledgor and Bank. The provisions of this Agreement
shall not be modified or limited by course of conduct or usage of trade.
G. PARTIAL INVALIDITY. The unenforceability or invalidity of any provision of
this Agreement shall not affect the enforceability or validity of any other
provision herein, and the invalidity or unenforceability of any provision of any
loan document related to the Obligation to any person or circumstance shall not
affect the enforceability or validity of such provision as it may apply to other
persons or circumstances.
H. APPLICABLE LAW AND VENUE. This Agreement has been delivered in the State
of Georgia and shall be construed in accordance with the laws of that State. It
is performable by Pledgor in the county or city of Bank's address set out above
and Pledgor expressly waives any objection as to venue in any such location.
Wherever possible each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provisions or the remaining
provisions of this Agreement.
I. FINANCING STATEMENT. To the extent permitted by applicable law, a carbon,
photographic or other reproduction of this Agreement or any financing statement
covering the Collateral shall be sufficient as a financing statement.
J. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR
ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING A
SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.
i. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF ANY
BORROWER'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT
OR DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR, IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN
THE AMERICAN ARBITRATION ASSOCIATION WlLL SERVE. ALL ARBITRATION HEARINGS WILL
BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARINGS FOR UP TO AN ADDITIONAL 60 DAYS.
ii. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL BE
DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT, OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12
U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW, OR (III) LIMIT THE
RIGHT OF BANK HERETO IA) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED
TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.
K. CONTROLLING DOCUMENT. To the extent that this Agreement conflicts with or
is in any way incompatible with any other loan document concerning the
Obligation, any promissory note shall control over any other document, and if
such promissory note does not address an issue, then each other loan document
shall control to the extent that it deals most specifically with an issue.
L. EXECUTION UNDER SEAL. This Agreement is being executed under seal by
Pledgor(s).
M. NOTICE OF FINAL AGREEMENT. THIS WRITTEN AGREEMENT AND ANY OTHER DOCUMENTS
EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed under seal by their duly authorized representatives as of the date
first above written.
BANK/SECURED PARTY: DEBTOR(S)/PLEDGOR(S):
NATIONSBANK. N.A. CORPORATE OR PARTNERSHIP DEBTOR/PLEDGOR
INTELLIGENT SYSTEMS CORPORATION
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxx
------------------------------- -------------------------------
Name: XXXXXX XXXXX Name: XXXXX X. XXXXXXXX
Title: VICE PRESIDENT Title: C.F.O.
/s/ X. Xxxxxx
----------------------------------
Attest (If Applicable)
[Corporate Seal]
5-
6
SCHEDULE I
TO
PLEDGE AGREEMENT
ORIGINAL ADVANCE MARGIN CALL
COLLATERAL TYPE PERCENTAGE PERCENTAGE
--------------- ---------- ----------
STOCKS/BONDS
Listed Stocks (NYSE or ASE)(1)
(non-purpose loan) 70% 75%
OTC Margin Stocks
(non-purpose loan) 70% 75%
OTC Non-Margin Stocks(1) 50% 55%
U.S. Government Obligations 90% 95%
U.S. Agency Bonds 80% 80% 85%
State/Municipal Bonds 80% 85%
(A or higher)
Corporate Bonds(2) 80% 85%
(BAA or higher)
Cash Surrender Value of Life Insurance 95% 95%
NationsBank Deposit Account 100% 100%
Other Federally Insured Deposit Accounts 90% 90%
Mutual Fund (quoted daily in WSJ or Xxxxxx'x)
Money Market 95% 95%
U.S. Government Obligations 90% 95%
Corporate/Municipal Bonds 80% 85%
Equities 70% 75%
(1) Loans for the purpose of purchasing or carrying margin stocks are limited by
Regulation U to a 50% Original Advance Percentage.
(2) Does not apply to convertible bonds which are convertible into stocks which
are limited to the applicable percentages for the stock to which they may
convert.
6-
7
SCHEDULE II
PLEDGE CERTIFICATE
Reference is hereby made to that certain Pledge Agreement dated as of
________________________ ("Pledge Agreement"), between _________________________
("Pledgor") and NationsBank, N.A., a national banking association ("Bank"). This
Pledge Certificate is delivered pursuant to Section 2 of the Pledge Agreement.
All capitalized terms used and not otherwise defined herein shall have their
respective meanings as set forth in the Pledge Agreement.
Pledgor hereby certifies that concurrently with the delivery of this
Pledge Certificate,
[ ] Pledgor is delivering to Bank the following items of Collateral as
additional Collateral for the Obligation (collectively, the "Additional
Collateral"):
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
__________________________,
[ ] Pledgor is selling or otherwise disposing of the following items of
Collateral:
_______________________________________________________________________
_______________________________________________________________________
_________________________________________, and Pledgor is delivering to
Bank the following items of Collateral being substituted therefor:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
(collectively, the "Substituted Collateral").
Pledgor hereby acknowledges that Pledgor has granted to Bank a security
interest in the Additional Collateral and/or Substituted Collateral pursuant to
the Pledge Agreement to secure the Obligation and that the Collateral covered by
the Pledge Agreement includes, without limitation, the Substituted Collateral
and Additional Collateral. Pledgor hereby represents and warrants that all of
the representations and warranties contained in the Pledge Agreement are true
and correct in all material respects, including with respect to the Additional
Collateral and Substituted Collateral, on the date hereof as though made as of
the date hereof.
EXECUTED this ___day of ________, 19___.
____________________________________________
Printed Name
____________________________________________
Printed Name
7-
8
EXHIBIT A
INTELLIGENT SYSTEMS CORP./PAYSYS INTERNATIONAL INC. STOCK
----------------------------------------------------------------------------------------------
CERTIFICATE # # SHARES STOCK NAME HOLDER OF STOCK
----------------------------------------------------------------------------------------------
233 310,402 CCS Technology Group, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
237 290 CCS Technology Group, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
243 10,995 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
257 55,521 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
258 143,600 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
259 185,800 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
265 712,500 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
270 250,000 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
271 345,764 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
272 250,000 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
273 250,000 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
274 250,000 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
275 250,000 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
276 250,000 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
277 250,000 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
278 250,000 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
279 250,000 PaySys International, Inc. Intelligent Systems Corporation
----------------------------------------------------------------------------------------------
4,014,872
----------------------------------------------------------------------------------------------
CUSTOMER INITIAL: BLH
