PLEDGE AGREEMENT
dated as of November ___, 2003
between
CADIZ INC.,
as Pledgor
and
SUN WORLD NOTEHOLDER TRUST,
as Secured Party
TABLE OF CONTENTS
PAGE
SECTION 1. DEFINITIONS; INTERPRETATION; GRANT OF SECURITY. . .-1-
1.1. General Definitions. . . . . . . . . . . . . . -1-
1.2. Definitions; Interpretation. . . . . . . . . . -3-
1.3. Grant of Security. . . . . . . . . . . . . . . -3-
SECTION 2. SECURITY FOR OBLIGATIONS; PLEDGOR REMAINS LIABLE. .-3-
2.1. Security for Obligations. . . . . . . . . . . .-3-
2.2. Pledgor Remains Liable . . . . . . . . . . . .-4-
SECTION 3. REPRESENTATIONS AND WARRANTIES AND COVENANTS. . . .-5-
3.1. Generally . . . . . . . . . . . . . . . . . . .-5-
3.2. Pledged Equity Interests. . . . . . . . . . . .-8-
SECTION 4. FURTHER ASSURANCES. . . . . . . . . . . . . . . . -12-
4.1. [INTENTIONALLY OMITTED]. . . . . . . . . . . .-12-
4.2. Further Assurances. . . . . . . . . . . . . . -12-
SECTION 5. SECURED PARTY APPOINTED ATTORNEY-IN-FACT . . . . .-13-
5.1. Power of Attorney. . . . . . . . . . . . . . .-13-
5.2. No Duty on the Part of Secured Party . . . . .-14-
SECTION 6. REMEDIES . . . . . . . . . . . . . . . . . . . . .-15-
6.1. Generally. . . . . . . . . . . . . . . . . . .-15-
6.2. Cash Proceeds. . . . . . . . . . . . . . . . .-17-
6.3. Application of Proceeds. . . . . . . . . . . .-17-
SECTION 7. CONTINUING SECURITY INTEREST; SUCCESSORS AND ASSIGNS;
TRANSFER OF LOANS. . . . . . . . . . . . . . . . .-17-
SECTION 8. STANDARD OF CARE; SECURED PARTY MAY PERFORM. . . .-18-
SECTION 9. [INTENTIONALLY OMITTED] . . . . . . . . . . . . .-18-
SECTION 10. MISCELLANEOUS . . . . . . . . . . . . . . . . . .-▇▇-
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
This PLEDGE AGREEMENT, dated as of November ___, 2003 (this
"Agreement"), is between CADIZ INC., a Delaware corporation
("Cadiz" or "Pledgor"), and SUN WORLD NOTEHOLDER TRUST, a trust
established under the laws of the State of New York, as secured
party (in such capacity, the "Secured Party").
RECITALS:
WHEREAS, on November 7, 2003, the United States Bankruptcy
Court for the Central District of California (the "Bankruptcy
Court") entered an order approving the initial settlement (the
"Initial Settlement") by and between Sun World International Inc.
("Sun World") and its debtor affiliates (collectively, the
"Debtors") and Cadiz, corporate parent of the Debtors, by which,
among other things, the claims and causes of action held by the
Debtors against Cadiz, and the claims and causes of action held by
Cadiz against the Debtors, were resolved, and Cadiz was granted a
single allowed general unsecured claim against the Debtors in the
amount of $13,500,000 (the "Allowed Cadiz Claim");
WHEREAS, the Initial Settlement is part of a broader,
multiparty settlement agreement (the "Global Settlement") by and
among the Debtors, Cadiz, Black Diamond Capital Management, L.L.C.
on behalf of its affiliates. ("Black Diamond") and CFSC Wayland
Advisers, Inc. ("CFSC Wayland") (collectively, the "Majority
Noteholders"), who are the holders of not less than 70% in dollar
amount of Sun World's senior secured notes due 2004 (in the
aggregate, the "Notes;" holders of the Notes are referred to
herein as "Noteholders");
WHEREAS, pursuant to the terms of the Global Settlement,
Cadiz has agreed to, among other things, pledge all its equity
interest in Sun World to the Sun World Noteholder Trust (provided
that the Sun World Noteholder Trust shall not be permitted to vote
such shares to exercise control over Sun World prior to
confirmation of a Sun World plan of reorganization or consummation
of a sale of substantially all Sun World assets) in order to
secure its ongoing obligations under the Global Settlement; and
WHEREAS, the secured lender of Cadiz (the "Cadiz Lender") has
reviewed the terms and conditions of the Global Settlement and has
expressly consented to and authorized Cadiz to fully perform all
its obligations under the Global Settlement.
NOW, THEREFORE, in consideration of the promises and the
agreements, provisions and covenants herein contained, Pledgor and
Secured Party agree as follows:
SECTION 1. DEFINITIONS; INTERPRETATION; GRANT OF SECURITY.
1.1 GENERAL DEFINITIONS. In this Agreement, the following terms
shall have the following meanings:
"Agreement" means this Pledge Agreement.
"Cash Proceeds" has the meaning assigned in Section 6.2.
"Collateral Account" means an account in the name of
"SUN WORLD NOTEHOLDER TRUST" as designated by
Secured Party from time to time and any successor
account or accounts.
"Cadiz Pledge Agreement" means that certain
agreement, as amended from time to time, dated as of
April 16, 1997 between Cadiz and The Bank of New
York, whereby Cadiz has pledged shares representing
Cadiz's equity interest in the Debtors to The Bank
of New York as security for certain obligations of
Cadiz, all as more fully described in the Cadiz
Pledge Agreement.
"Pledged Collateral" has the meaning assigned in
Section 1.3.
"Pledged Equity Interests" means all equity
interests in Sun World and the certificates, if any,
representing such equity interests and any interest
of Pledgor on the books and records of Sun World or
on the books and records of any securities
intermediary pertaining to such interest, all claims
or rights in respect of such equity interests and
all dividends, distributions, cash, warrants,
rights, options, instruments, securities and other
property or proceeds from time to time received,
receivable or otherwise distributed in respect of or
in exchange for any or all of such equity.
"Proceeds" means (i) all "proceeds" as defined in
Article 9 of the UCC, (ii) payments or
distributions made with respect to any Pledged
Equity Interests and (iii) whatever is receivable
or received when Pledged Collateral or proceeds are
sold, exchanged, collected or otherwise disposed
of, whether such disposition is voluntary or
involuntary.
"Secured Obligations" has the meaning assigned in
Section 2.1.
"UCC" means the Uniform Commercial Code as in
effect and amended from time to time in the State
of New York or, when the context implies, the
Uniform Commercial Code as in effect from time to
time in any other applicable jurisdiction.
1.2. DEFINITIONS; INTERPRETATION. All capitalized terms used
herein (including the preamble and recitals hereto) and not
otherwise defined herein shall have the meanings ascribed thereto
in the Global Settlement or, if not defined therein, in the UCC.
References to "Sections", "Exhibits" and "Schedules" shall be to
Sections, Exhibits and Schedules, as the case may be, of this
Agreement unless otherwise specifically provided. If any conflict
or inconsistency exists between this Agreement and the Global
Settlement, the Global Settlement shall govern.
1.3. GRANT OF SECURITY. Pledgor hereby grants to Secured
Party a security interest and continuing lien on all of Pledgor's
right, title and interest in, to and under the following (all of
which being hereinafter collectively referred to as the "Pledged
Collateral"): (i) the Pledged Equity Interests, and (ii) all
Proceeds, products, accessions, rents and profits resulting
directly from the Pledged Equity Interests, in each case whether
now owned or existing or hereafter acquired or arising prior to
the effective date of a plan of reorganization in accordance with
the Global Settlement and wherever located
SECTION 2. SECURITY FOR OBLIGATIONS; PLEDGOR REMAINS LIABLE.
2.1. SECURITY FOR OBLIGATIONS. This Agreement secures, and
the Pledged Collateral is collateral security for, the prompt and
complete satisfaction of any and all obligations of Pledgor under
the Global Settlement, including without limitation to
affirmatively support a plan of reorganization for Sun World that
provides no recovery on account of the equity interest of Cadiz in
Sun World and that is otherwise consistent with the Global
Settlement (provided that the Secured Party shall not be permitted
to vote such shares to exercise control over Sun World prior to
confirmation of a Sun World plan of reorganization or consummation
of a sale of substantially all Sun World assets) (the "Secured
Obligations").
2.2. PLEDGOR REMAINS LIABLE.
(a) Anything contained herein to the contrary
notwithstanding, Secured Party shall not have any
obligation or liability under any organizational
documents relating to any Pledged Equity Interests by
reason of this Agreement, nor shall Secured Party be
obligated to perform any of the obligations or duties of
Pledgor thereunder.
(b) Secured Party shall not be obligated to assume any
obligation or liability under any agreement relating to
any Pledged Equity Interests unless Secured Party
expressly agrees in writing to assume any or all of said
obligations.
SECTION 3. REPRESENTATIONS AND WARRANTIES AND COVENANTS.
3.1. GENERALLY. Subject to (i) the execution of that certain
amendment to the Cadiz Pledge Agreement and related documents as
contemplated in and consistent with the Global Settlement and (ii)
the consent of the Cadiz Lender to the Global Settlement:
(a) REPRESENTATIONS AND WARRANTIES. Pledgor hereby represents and
warrants on the Closing that:
(i) [intentionally omitted]
(ii) Pledgor has the corporate power and authority
and legal right to execute and deliver this
Agreement and to perform its obligations hereunder.
The execution and delivery by Pledgor of this
Agreement and the performance of its obligations
hereunder have been duly authorized by proper
corporate or other requisite proceedings, Pledgor
has duly executed and delivered this Agreement and
this Agreement constitutes the legal, valid and
binding obligation of Pledgor enforceable against
Pledgor in accordance with its terms;
(iii) neither the execution and delivery by Pledgor
of this Agreement, nor the consummation of the
transactions herein contemplated, nor compliance
with the provisions hereof will violate any law,
rule, regulation, order, writ, judgment,
injunction, decree or award binding on Pledgor or
its certificate or articles of incorporation or by-
laws (or other relevant formation documents) or the
provisions of any indenture, instrument or
agreement to which Pledgor is a party or is
subject, or by which it, or its property, is bound,
or conflict with or constitute a default
thereunder, or result in the creation or imposition
of any Lien in, of or on the property of Pledgor
pursuant to the terms of any such indenture,
instrument or agreement;
(iv) it owns the Pledged Collateral purported to be
owned by it or otherwise has the rights it purports
to have in each item of Pledged Collateral and, as
to all Pledged Collateral whether now existing or
hereafter acquired, will continue to own or have
such rights in each item of the Pledged Collateral,
in each case free and clear of any and all Liens,
rights or claims of all other Persons, except for
those Liens that may have been granted under the
Cadiz Pledge Agreement;
(v) upon Secured Party obtaining possession of the
Pledged Equity Interests, or the filing of all UCC
financing statements and other filings delivered by
Pledgor, the security interests granted to Secured
Party hereunder constitute valid and perfected
first priority Liens on all of the Pledged
Collateral, except for those Liens that may have
been granted under the Cadiz Pledge Agreement;
(vi) [intentionally omitted]
(vii) [intentionally omitted]
(viii) it has delivered to Secured Party evidence
and copies of all required corporate actions and
consents, including all filings, notices,
registrations and recordings, if any;
(ix) [intentionally omitted]
(x) [intentionally omitted]
(xi) to the best knowledge of Pledgor, all
information supplied by Pledgor with respect to any
of the Pledged Collateral is accurate and complete
in all material respects, including without
limitation the information provided in Schedule
3.1;
(b) COVENANTS AND AGREEMENTS. Pledgor hereby covenants
and agrees that:
(i) except for the security interest created by
this Agreement, it shall not create or suffer to
exist any Lien upon or with respect to any of the
Pledged Collateral, and Pledgor shall maintain the
security interest created hereby as a valid and
perfected, first priority security interest in the
Pledged Collateral, except for those Liens that may
have been granted under the Cadiz Pledge Agreement;
(ii) [intentionally omitted]
(iii) [intentionally omitted]
(iv) it shall not take any action which could
impair Secured Party's rights in the Pledged
Collateral;
(v) it shall not sell, transfer or assign any
Pledged Collateral; and
(vi) shall comply with the terms and conditions of
the Global Settlement.
3.2. PLEDGED EQUITY INTERESTS. Subject to (i) the execution
of that certain amendment to the Cadiz Pledge Agreement and
related documents as contemplated in and consistent with the
Global Settlement and (ii) the consent of the Cadiz Lender to the
Global Settlement:
(a) REPRESENTATIONS AND WARRANTIES. Pledgor hereby
represents and warrants on the Closing that:
(i) Schedule 3.2 (as such schedule may be amended
or supplemented from time to time) sets forth under
the heading "Pledged Equity Interests" all of
Pledged Equity Interests owned by Pledgor and such
Pledged Equity Interests constitute 100% of the
issued and outstanding equity interests of Sun
World;
(ii) it is the record and beneficial owner of the
Pledged Equity Interests free of all Liens, rights
or claims of other Persons, except for those Liens
that may have been granted under the Cadiz Pledge
Agreement;
(iii) without limiting the generality of Section
3.1(a), no consent of any Person including any
other member of Sun World is necessary or desirable
in connection with the creation, perfection or
first priority status of the security interest of
Secured Party in any Pledged Equity Interests or
the exercise by Secured Party of the rights
provided for in this Agreement or the exercise of
remedies in respect thereof, except for those Liens
that may have been granted under the Cadiz Pledge
Agreement; and
(iv) none of the Pledged Equity Interests are or
represent interests in issuers that (A) are
registered as investment companies, (B) are dealt
in or traded on securities exchanges or markets or
(C) have opted to be treated as securities under
the uniform commercial code of any jurisdiction.
(b) COVENANTS AND AGREEMENTS. Pledgor hereby covenants
and agrees that:
(i) except as expressly permitted under the Global
Settlement, without the prior written consent of
Secured Party, it shall not vote to enable or take
any other action to: (A) amend or terminate any
organizational documents in any way that materially
changes the rights of Pledgor with respect to any
Pledged Equity Interests or adversely affects the
validity, perfection or priority of Secured Party's
security interest, (B) permit Sun World to issue
any additional equity interests of any nature or to
issue securities convertible into or granting the
right of purchase or exchange for any equity
interest of any nature of Sun World, (C) other than
as permitted under the Global Settlement, permit
Sun World to dispose of all or a material portion
of its assets, (D) waive any default under or
breach of any terms of any organizational document
relating to Sun World or (E) cause Sun World to
elect or otherwise take any action to cause the
Pledged Equity Interests to be treated as
securities for purposes of the UCC; provided,
however, notwithstanding the foregoing, if Sun
World takes any such action in violation of the
foregoing clause (E), Pledgor shall promptly notify
Secured Party in writing of any such election or
action and, in such event, shall take all steps
necessary or advisable to establish Secured Party's
"control" of the Pledged Equity Interests;
(ii) in the event it acquires any Pledged
Collateral after the date hereof, Pledgor shall
deliver to Secured Party a completed Pledge
Supplement, substantially in the form of Exhibit A,
together with all Supplements to Schedules thereto,
reflecting such new interests. Notwithstanding the
foregoing, it is understood and agreed that the
security interest of Secured Party shall attach to
Pledged Collateral immediately upon Pledgor's
acquisition of rights therein and shall not be
affected by the failure of Pledgor to deliver a
supplement to Schedule 3.2 as required hereby;
(iii) in the event Pledgor receives any dividends,
interest or distributions on any Pledged Equity
Interests, or any securities or other property upon
the merger, consolidation, liquidation or
dissolution of Sun World, then (A) such dividends,
interest or distributions and securities or other
property shall be included in the definition of
Pledged Collateral without further action and (B)
Pledgor shall immediately take all steps, if any,
necessary or advisable to ensure the validity,
perfection, priority and, if applicable, control of
Secured Party over such Pledged Equity Interests
(including, without limitation, delivery thereof to
Secured Party) and pending any such action Pledgor
shall be deemed to hold such dividends, interest,
distributions, securities or other property in
trust for the benefit of Secured Party and such
dividends, interest, distributions, securities or
other property shall be segregated from all other
property of Pledgor;
(iv) [intentionally omitted]
(v) without the prior written consent of Secured
Party, it shall not cause Sun World to merge or
consolidate.
(c) DELIVERY AND CONTROL. Pledgor agrees that with
respect to any Pledged Equity Interests in which it
currently has rights, it shall comply with the
provisions of this Section 3.2(c) on or before the
Closing and with respect to any Pledged Equity Interests
hereafter acquired by Pledgor it shall comply with the
provisions of this Section 3.2(c) immediately upon
acquiring rights therein, in each case in form and
substance satisfactory to Secured Party. Subject to the
Cadiz Pledge Agreement, if Pledgor shall, as a result of
its ownership of the Pledged Equity Interests, become
entitled to receive or shall receive any certificate or
instrument (including, without limitation, any
certificate representing an in-kind dividend or a
distribution in connection with any reclassification,
increase or reduction of capital or any certificate
issued in connection with any reorganization), option or
rights, whether in addition to, in substitution of, as a
conversion of, or in exchange for any equity interests
of the Pledged Equity Interests, or otherwise in respect
thereof, Pledgor shall accept the same as the agent of
Secured Party, hold the same in trust for the benefit of
Secured Party and deliver the same forthwith to Secured
Party in the exact form received, duly indorsed by
Pledgor to Secured Party, if required, together with an
undated stock power covering such certificate duly
executed in blank by Pledgor, and to be held in the
possession of Secured Party, subject to the terms
hereof, as collateral security for the Secured
Obligations.
(d) Voting.
(i) Pledgor shall be entitled to exercise or
refrain from exercising any and all voting and
other consensual rights pertaining to the Pledged
Equity Interests or any part thereof for any
purpose not inconsistent with the terms of this
Agreement or the Global Settlement; provided that
Pledgor shall not exercise or refrain from
exercising any such right if such action could have
a material adverse effect on the value of the
Pledged Collateral or any part thereof except as
provided in the Global Settlement; and
(ii) [intentionally omitted]
SECTION 4. FURTHER ASSURANCES.
4.1. [INTENTIONALLY OMITTED].
4.2. FURTHER ASSURANCES.
(a) Pledgor agrees that from time to time, at the
expense of the Secured Party, that it shall promptly
execute and deliver all further instruments and
documents, and take all further action, that may be
necessary or desirable, or that Secured Party may
reasonably request, in order to create and/or maintain
the validity, perfection or priority of and protect any
security interest granted or purported to be granted
hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect
to any Pledged Collateral.
(b) In addition, to the extent permitted by applicable
law, Pledgor hereby authorizes Secured Party to file one
or more financing or continuation statements, and
amendments thereto, relative to all or any part of the
Pledged Collateral without the signature of Pledgor.
Pledgor agrees that a carbon, photographic or other
reproduction of this Agreement or of a financing
statement signed by Pledgor shall be sufficient as a
financing statement and may be filed as a financing
statement in any and all jurisdictions. Pledgor shall
furnish to Secured Party from time to time statements
and schedules further identifying and describing the
Pledged Collateral and such other reports in connection
with the Pledged Collateral as Secured Party may
reasonably request, all in reasonable detail.
(c) Pledgor hereby authorizes Secured Party to file a
Record or Records (as defined in the UCC), including,
without limitation, financing statements, in all
jurisdictions and with all filing offices as Secured
Party may determine, in its sole discretion, are
necessary or advisable to perfect the security interest
granted to Secured Party herein. Such financing
statements shall describe the Pledged Collateral in
substantially the same manner as described herein.
(d) Pledgor shall, through the compliance of the
covenants contained herein and through any other actions
that may be necessary or desirable, continuously
maintain from the date made the truthfulness and
accuracy of every representation, warranty and
certification made herein until the termination of this
Agreement by its terms.
SECTION 5. SECURED PARTY APPOINTED ATTORNEY-IN-FACT.
5.1. POWER OF ATTORNEY. Pledgor hereby irrevocably appoints
Secured Party (such appointment being coupled with an interest) as
Pledgor's attorney-in-fact, with full authority in the place and
stead of Pledgor and in the name of Pledgor, Secured Party or
otherwise, from time to time in Secured Party's
discretion to take any action and to execute any instrument that
Secured Party may deem reasonably necessary or advisable to
accomplish the purposes of this Agreement, including, without
limitation, to prepare, sign and file any UCC financing statements
in the name of Pledgor as debtor.
5.2. NO DUTY ON THE PART OF SECURED PARTY. The powers
conferred on Secured Party hereunder are solely to protect the
interests of Secured Party in the Pledged Collateral and shall not
impose any duty upon Secured Party to exercise any such powers.
Secured Party shall be accountable only for amounts that
it actually receives as a result of the exercise of such powers,
and neither Secured Party nor any of its officers, directors,
employees or agents shall be responsible to Pledgor for any act or
failure to act hereunder, except for its own gross negligence or
willful misconduct.
SECTION 6. REMEDIES.
6.1. GENERALLY. If any breach by Pledgor under this Agreement
shall have occurred and be continuing, all as determined by the
Secured Party in its sole and absolute discretion, then Secured
Party may foreclose upon the Pledged Collateral; provided that
such foreclosure remedy shall be sole and exclusive
remedy of the Secured Party for a breach of this Agreement,
without regard to any other rights and remedies available to it at
law or in equity, or under the UCC.
6.2. Cash Proceeds. All proceeds of any Pledged Collateral
received by Pledgor consisting of cash, checks and other near-cash
items (collectively, "Cash Proceeds") shall be held by Pledgor in
trust for Secured Party, segregated from other funds of Pledgor,
and shall, forthwith upon receipt by Pledgor, unless otherwise
provided pursuant to Section 3.2(b)(iii), be turned over to
Secured Party in the exact form received by Pledgor (duly indorsed
by Pledgor to Secured Party, if required) and held by Secured
Party in the Collateral Account.
SECTION 7. CONTINUING SECURITY INTEREST; SUCCESSORS AND ASSIGNS;
TRANSFER OF LOANS.
This Agreement shall create a continuing security interest in
the Pledged Collateral and shall remain in full force and effect
until the satisfaction in full of all Secured Obligations, be
binding upon Pledgor, its successors and assigns, and inure,
together with the rights and remedies of Secured Party
hereunder, to the benefit of Secured Party and its successors,
transferees and assigns; provided, however, that, Pledgor may not
transfer, or otherwise assign, any of its obligations hereunder
without the prior written consent of Secured Party. Upon the
satisfaction in full of all Secured Obligations, the security
interest granted hereby shall terminate hereunder and of record
and all rights to the Pledged Collateral shall revert to Pledgor.
Upon any such termination Secured Party shall, at Pledgor's
expense, execute and deliver to Pledgor such documents as Pledgor
shall reasonably request to evidence such termination.
SECTION 8. STANDARD OF CARE; SECURED PARTY MAY PERFORM.
The powers conferred on Secured Party hereunder are solely to
protect its interest in the Pledged Collateral and shall not
impose any duty upon it to exercise any such powers. Except for
the exercise of reasonable care in the custody of any Pledged
Collateral in its possession and the accounting for
moneys actually received by it hereunder, Secured Party shall have
no duty as to any Pledged Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any
other rights pertaining to any Pledged Collateral. Secured Party
shall be deemed to have exercised reasonable care in the custody
and preservation of Pledged Collateral in its possession if such
Pledged Collateral is accorded treatment substantially equal to
that which Secured Party accords its own property. Neither Secured
Party nor any of its directors, officers, employees or agents shall
be liable for failure to demand, collect or realize upon all or any
part of the Pledged Collateral or for any delay in doing so or shall
be under any obligation to sell or otherwise dispose of any Pledged
Collateral upon the request of Pledgor or otherwise. If Pledgor
fails to perform any agreement contained herein, Secured Party may
itself perform, or cause performance of, such agreement, and the
expenses of Secured Party incurred in connection therewith shall
be payable by Pledgor.
SECTION 9. [INTENTIONALLY OMITTED]
SECTION 10. MISCELLANEOUS.
(a) All notices and other communications hereunder shall be
made at the following addresses:
If to the Sun World Noteholder Trust at:
▇▇▇▇▇ & Company
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
with copies to:
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois)
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
If to Cadiz at:
Cadiz Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Executive Officer
with copies to:
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ P.C.
1901 Avenue of the Stars, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(b) No failure or delay on the part of Secured Party in
exercising any right, power or remedy shall operate as a
waiver thereof, and no single or partial exercise of any
such right, power or remedy shall preclude any other or
further exercise thereof, or the exercise of any other
right, power or remedy.
(c) No amendment, modification or waiver of, or consent with
respect to, any provision of this Agreement shall be
effective unless the same shall be in writing and signed and
delivered by Secured Party and Pledgor (in the event of an
amendment or modification), and then such amendment,
modification, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which
given.
(d) Except as provided in Section 6.1 of this Agreement, all
obligations of Pledgor and all rights, powers and remedies of
Secured Party expressed herein are in addition to all other
rights, powers and remedies possessed by them, including,
without limitation, those provided by applicable law or in
any other written instrument or agreement relating to any of
the Secured Obligations or any security therefore.
(e) In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way
be affected or impaired thereby.
(f) This Agreement and any amendments, waivers, consents or
supplements hereto or in connection herewith may be executed
in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same
document.
(g) THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. This Agreement and exhibits constitute the
entire understanding among the parties hereto with respect to
the subject matter hereof and supersede any prior agreements,
written or oral, with respect thereto.
(h) The Bankruptcy Court shall retain exclusive jurisdiction
to enforce the terms of this Agreement and to decide disputes
which may arise or result from, or be connected with, this
Agreement or any document or instrument executed in
connection with the transactions contemplated herein, any
breach or default hereunder or thereunder, or the
transactions contemplated hereby.
(i) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT
OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER
OF THIS AGREEMENT OR THE RELATIONSHIP THAT IS BEING
ESTABLISHED.
(j) With respect to this Agreement only, no claim (other than
claims arising out of the gross negligence or willful
misconduct of a Protected Person (as defined below)) shall be
made by Pledgor or any of its affiliates against Secured
Party or any of its respective affiliates, directors,
employees, attorneys or agents (the "Protected Persons") for
any special, indirect, consequential or punitive damages in
connection with, arising out of or in any way related to the
transactions contemplated by this Agreement or any act or
omission or event occurring in connection therewith, and
Pledgor hereby waives, releases and agrees not to ▇▇▇ upon
any such claim for any such damages, whether or not accrued
and whether or not known or suspected to exist in its favor.
(k) Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any
substantive effect.
(l) All references herein to provisions of the UCC shall
include all successor provisions under any subsequent version
or amendment to any Article of the UCC.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, Pledgor and Secured Party have caused this
Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written
above.
CADIZ INC.
By:
Name:
Title:
SUN WORLD NOTEHOLDER TRUST
By:
Name:
Title:
SCHEDULE 3.1
PLEDGOR INFORMATION
(A) Full Legal Name and Chief Executive Office of Pledgor:(1)
(B) Jurisdiction of Organization of Pledgor:
(C) Other Names (including any Trade-Name or Fictitious Business
Name) under which Pledgor has conducted Business for the past Five
(5) Years:
------------------------
(1) If the principal place of business of Pledgor is located
outside of the United States, include the address of the major
executive office in the United States, if any, of Pledgor.
SCHEDULE 3.2
PLEDGED EQUITY INTERESTS
Pledged Equity Interests:
Grantor Stock Class of Certificated Stock Par No. of o/o of Out-
Issuer Stock (y/n) Cert. Value Pledged standing
No. Units Stock of
Stock Issuer
EXHIBIT A
PLEDGE SUPPLEMENT
This PLEDGE SUPPLEMENT, dated as of [mm/dd/yy], is delivered
pursuant to the Pledge Agreement, dated as of November [___], 2003
(as it may be from time to time amended, restated, modified or
supplemented, the "Sponsor Pledge Agreement"), between CADIZ INC.,
as Pledgor, and SUN WORLD NOTEHOLDER TRUST, as Secured Party.
Capitalized terms used herein not otherwise defined herein shall
have the meanings ascribed thereto in the Sponsor Pledge
Agreement.
Pledgor hereby confirms the grant to Secured Party set forth
in the Sponsor Pledge Agreement of, and does hereby grant to
Secured Party, a security interest in all of Pledgor's right,
title and interest in and to all Pledged Collateral to secure the
Secured Obligations, in each case whether now or hereafter
existing or in which Pledgor now has or hereafter acquires an
interest and wherever the same may be located. Pledgor represents and
warrants that the attached Supplements to Schedules accurately and
completely set forth all additional information required pursuant
to the Sponsor Pledge Agreement and hereby agrees that such
Supplements to Schedules shall constitute part of the Schedules to
the Sponsor Pledge Agreement.
IN WITNESS WHEREOF, Pledgor has caused this Pledge Supplement to
be duly executed and delivered by its duly authorized officer as of the
date set forth above.
CADIZ INC.
By:
Name:
Title:
SCHEDULE 3.1 TO PLAN SUPPLEMENT
PLEDGOR INFORMATION
Additional Information:
(A) Full Legal Name and Chief Executive Office of Pledgor(1):
(B) Jurisdiction of Organization of Pledgor:
(C) Other Names (including any Trade-Name or Fictitious Business
Name) under which Pledgor has conducted Business for the past Five
(5) Years:
-------------------
(1) If the principal place of business of Pledgor is located
outside of the United States, include the address of the major
executive office in the United States, if any, of Pledgor.
SCHEDULE 3.2 TO PLAN SUPPLEMENT
PLEDGED EQUITY INTERESTS
Additional Information:
Pledged Equity Interests:
