Exhibit 10.89
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT ("Agreement"), dated as of August 1, 1999,
is made by TAG MEX, INC., a California corporation ("Pledgor"), in favor of
those individuals whose names appear on the signature pages hereof under the
caption "Pledgees" ("Pledgees"), with reference to the following facts:
A. Pledgor and Pledgees have entered into an Agreement for Purchase of
Stock dated as of August 1, 1999 (the "Purchase Agreement"), under the terms of
which Pledgor purchased all of the issued and outstanding shares (the "Shares")
of the capital stock of Industrial Exportadora Famian, S.A. de C.V. and
Coordinados Elite, S.A. de C.V., corporations formed under the laws of the
Republic of Mexico (the "Companies").
B. As payment for the Shares, Pledgor delivered to Pledgees a non-
negotiable promissory note of even date herewith in the original principal
amount of U.S.$3,000,000.00 (the "Promissory Note").
C. As a condition to such purchase, Pledgor has agreed to pledge the
Shares to secure the payments due under the Promissory Note.
NOW, THEREFORE, in consideration of the premises and the agreements
contained herein, the parties agree as follows:
1. Definitions. The following terms shall have the meanings
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respectively set forth after each:
"Certificates" means all certificates, instruments or other documents
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now or hereafter representing or evidencing any Pledged Collateral.
"Event of Default" means a default under the Promissory Note or this
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Agreement, which default is not cured within the cure period, if any,
provided by the applicable document.
"Obligations" means the obligations of Pledgor to Pledgees, whether
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for principal, interest, fees, expenses or otherwise, now or hereafter
existing under the Promissory Note or this Agreement.
"Pledged Collateral" means the Shares purchased by Pledgor from
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Pledgees pursuant to the Purchase Agreement, together with all products,
proceeds, redemption payments, liquidation payments, stock or in kind
dividends, instruments and other property, and any and all rights, titles,
interests, privileges, benefits and preferences appertaining or incidental
to the Pledged Collateral.
2. Creation of Security Interest. Pledgor hereby pledges to Pledgees
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and grants to Pledgees a security interest in and to all Pledged Collateral. The
security interest and pledge created by this Section 2.1 shall continue in
effect until the payment or performance in full of the Obligations.
3. Security for Obligations. This Agreement and the pledge and
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security interests granted herein secure the prompt payment and performance of
the Obligations.
4. Further Assurances. Pledgor agrees that at any time, and from
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time to time, at Pledgor's sole expense, Pledgor will promptly execute, deliver
and file or record all further financing statements, instruments and documents,
and will take reasonable further actions that may be necessary or desirable, or
that Pledgees may reasonably request, in order to enable Pledgees to exercise
and enforce their rights and remedies hereunder with respect to any Pledged
Collateral and to preserve, protect and maintain the Pledged Collateral and the
value thereof, including, without limitation, payment of all taxes, assessments
and other charges imposed on or relating to the Pledged Collateral.
5. Voting Rights; Dividends; etc. So long as no Event of Default has
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occurred and is continuing:
5.1 Voting Rights. Pledgor shall be entitled to exercise any
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and all voting and other consensual rights pertaining to the Pledged Collateral,
or any part thereof, for any purpose not inconsistent with the terms of this
Agreement.
5.2 Interest, Dividend and Distribution Rights. Pledgor shall
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be entitled to receive and to retain and use any and all interest, premiums,
dividends or distributions paid in respect of the Pledged Collateral; provided,
however, that any and all such dividends or distributions received in the form
of capital stock shall be Pledged Collateral.
6. Rights During Event of Default. Upon the occurrence of an Event
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of Default:
6.1 Voting and Distribution Rights. At the option of Pledgees,
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all rights of Pledgor to exercise the voting and other consensual rights which
Pledgor would otherwise be entitled to exercise pursuant to Section 5.1 above,
and to receive the interest, premiums, dividends and distributions which Pledgor
would otherwise be authorized to receive and retain pursuant to Section 5.2
above, shall cease, and all such rights shall thereupon become vested in
Pledgees who shall thereupon have the sole right to exercise such voting and
other consensual rights and to receive and to hold as Pledged Collateral such
dividends and distributions.
6.2 Distributions Held in Trust. All dividends and other
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distributions which are received by Pledgor contrary to the provisions of this
Agreement shall be received in trust for the benefit of Pledgees.
7. Remedies. Upon the occurrence and during the continuance of an
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Event of Default, Pledgees shall have in any jurisdiction where enforcement is
sought, in addition to all other rights and remedies that Pledgees may have
under this Agreement and under applicable law or in equity, all of the rights
and remedies as a secured party under the Uniform Commercial Code as enacted in
any such jurisdiction.
8. Miscellaneous.
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8.1 Notices. Any notice or other communication required or
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permitted hereunder shall be in writing in the English language and shall be
deemed to have been given (i) if personally delivered, when so delivered, (ii)
if mailed, one (1) week after being placed in the United States mail, registered
or certified, postage prepaid, addressed to the party to whom it is directed at
the address set forth on the signature page hereof or (iii) if given by
telecopier, when such notice or communication is transmitted to the telecopier
number set forth on the signature page hereof and written confirmation of
receipt is received. Each of the parties shall be entitled to specify a
different address by giving the other parties notice as aforesaid.
8.2 Entire Agreement. This Agreement constitutes the entire
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agreement between the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, relating to the subject matter of this Agreement. No
supplement, modification, waiver or termination of this Agreement shall be valid
unless executed by the party to be bound thereby. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver, unless otherwise expressly provided.
8.3 Headings. Section and subsection headings are not to be
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considered part of this Agreement and are included solely for convenience and
reference and in no way define, limit or describe the scope of this Agreement or
the intent of any provisions hereof.
8.4 Successors and Assigns. All of the terms, provisions and
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obligations of this Agreement shall inure to the benefit of and shall be binding
upon the parties hereto and their respective heirs, representatives, successors
and assigns.
8.5 Governing Law. The validity, construction and interpretation
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of this Agreement shall be governed in all respects by the laws of the State of
California applicable to contracts made and to be performed wholly within that
State.
8.6 Counterparts. This Agreement may be executed simultaneously
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in two or more counterparts, each one of which shall be deemed an original, but
all of which shall constitute one and the same instrument.
8.7 Third Parties. Nothing in this Agreement, expressed or
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implied, is intended to confer upon any person other than the parties hereto and
their respective heirs, representatives, successors and assigns any rights or
remedies under or by reason of this Agreement.
8.8 Arbitration. Any controversy arising out of or relating to
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this Agreement or the transactions contemplated hereby shall be referred to
arbitration before the American Arbitration Association strictly in accordance
with the terms of this Agreement and the substantive law of the State of
California. The board of arbitrators shall convene at a place mutually
acceptable to the parties in the State of California and, if the place of
arbitration cannot be agreed upon, arbitration shall be conducted in Los
Angeles. The parties hereto agree to accept the decision of the board of
arbitrators, and judgment upon any award rendered hereunder may be entered in
any court having jurisdiction thereof. Neither party shall institute a
proceeding hereunder until that party has furnished to the other party, by
registered mail, at least thirty (30) days prior written notice of its intent to
do so.
8.9 Construction. This Agreement was reviewed by legal counsel
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for each party hereto and is the product of informed negotiations between the
parties hereto. If any part of this Agreement is deemed to be unclear or
ambiguous, it shall be construed as if it were drafted jointly by the parties.
Each party hereto acknowledges that no party was in a superior bargaining
position regarding the substantive terms of this Agreement.
8.10 Consent to Jurisdiction. Subject to Section 8.8, each
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party hereto, to the fullest extent it may effectively do so under applicable
law, irrevocably (i) submits to the exclusive jurisdiction of any court of the
State of California or the United States of America sitting in the City of Los
Angeles over any suit, action or proceeding arising out of or relating to this
Agreement, (ii) waives and agrees not to assert, by way of motion, as a defense
or otherwise, any claim that it is not subject to the jurisdiction of any such
court, any objection that it may now or hereafter have to the establishment of
the venue of any such suit, action or proceeding brought in any such court and
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum, (iii) agrees that a final judgment in any
such suit, action or proceeding brought in any such court shall be conclusive
and binding upon such party and may be enforced in the courts of the United
States of America, the State of California or the Republic of Mexico (or any
other courts to the jurisdiction of which such party is or may be subject) by a
suit upon such judgment and (iv) consents to process being served in any such
suit, action or proceeding by mailing a copy thereof by United States mail,
registered or certified, postage prepaid, return receipt requested, to CT
Corporation at 000 Xxxx Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (and each
party hereby irrevocably appoints CT Corporation as its lawful agent to accept
such service of process on behalf of such party). Each party agrees that such
service (i) shall be deemed in every respect effective service of process upon
such party in any such suit, action or proceeding and (ii) shall, to the fullest
extent permitted by law, be taken and held to be valid personal service upon and
personal delivery to such party.
8.11 Expenses. Each party shall bear the expenses incurred by
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it in connection with the negotiation, execution and delivery of this Agreement
and the other agreements and instruments contemplated hereby and the
consummation of the transactions contemplated hereby and thereby.
8.12 Severable Provisions. The provisions of this Agreement
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are severable, and if any one or more provisions may be determined to be illegal
or otherwise unenforceable, in whole or in part, the remaining provisions, and
any partially unenforceable provisions to the extent enforceable, shall
nevertheless be binding and enforceable.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first set forth above.
Pledgor: TAG MEX, INC.
By /s/ Xxxxxx Xxxx
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Authorized Representative
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telecopier: (000) 000-0000
Pledgees:
/s/ Xxxxxxx Xxxxxx Xxxxxx
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XXXXXXX XXXXXX XXXXXX
Calle Xxxxxxxxx Xxxxxx No. 200
Fraccionamiento Reforma, C.P. 75770
Tehuacan, Puebla
/s/ Xxxxxx Xxxxx Xxxxxx Xxxxx
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XXXXXX XXXXX XXXXXX XXXXX
Xxxxx Xxxxxxx Xxxxx Xx. 000
Xxxxxxx Xxxxxx, X.X. 00000
Tehuacan, Puebla
/s/ Mario Xxxxxxx Xxxxxx Xxxxx
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MARIO XXXXXXX XXXXXX XXXXX
Xxxxx Xxxxxxxxx Xxxxxx No. 200
Fraccionamiento Reforma, C.P. 75770
Tehuacan, Puebla
/s/ Marco Xxxxxxx Xxxxxx Xxxxx
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MARCO XXXXXXX XXXXXX XXXXX
Xxxxx Xxxxxx xx Xxxxxxxxx Xxxxxxxx
No. 170
Fraccionamiento El Mollino, C.P. 75699
Tehuacan, Puebla
/s/ Xxxx Xxxxx Xxxxx Xxxxxx
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XXXX XXXXX XXXXX XXXXXX
Calle Xxxxxxxxx Xxxxxx No. 200
Fraccionamiento Reforma, C.P. 75770
Tehuacan, Puebla
/s/ Xxxxx Xxxxxx Xxxxxx Xxxxx
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XXXXX XXXXXX XXXXXX YUNES
Calle Xxxxxxxxx Xxxxxx No. 200
Fraccionamiento Reforma, X.X. 00000
Xxxxxxxx, Xxxxxx
