STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (the "Agreement") is made and entered
into as of this 15th day of March, 1999, between A. ▇▇▇▇ ▇▇▇▇▇▇▇▇ (the
"Pledgor") and Technology Flavors & Fragrances, Inc., a Delaware corporation
(the "Pledgee").
W I T N E S S E T H:
WHEREAS, the Pledgee has previously made certain loans to the
Pledgor, as evidenced by certain promissory notes of the Pledgor in favor of the
Pledgee (collectively, the "Loans");
WHEREAS, the Pledgee and the Pledgor have agreed to amend and
restate such Loans, and in connection therewith, the Pledgor has executed a
promissory note of the Pledgor dated the date hereof in favor of the Pledgee, in
the principal amount of $79,023.96 (said promissory note, as it may hereafter be
amended or otherwise modified from time to time, being the "Note");
WHEREAS, the Pledgor is the owner of 100,000 shares of common stock,
par value $.01 per share, of the Pledgee (the "Common Stock"); and
WHEREAS, it is contemplated under the Note that the Pledgor shall
have made the pledge contemplated by this Agreement.
NOW, THEREFORE, in consideration of the premises and in order to
induce the Pledgee to make the loan to the Pledgor contemplated under the Note,
the Pledgor and the Pledgee hereby agree as follows:
SECTION 1. Pledge. The Pledgor hereby pledges to the Pledgee, and
grants to the Pledgee a security interest in, the 100,000 shares of Common Stock
(the "Pledged Shares"), and the Pledgee acknowledges the receipt of certificates
representing the Pledged Shares (the "Pledged Collateral").
SECTION 2. Security for Obligations. This Agreement secures the
payment of all obligations of the Pledgor now or hereafter existing under the
Note, whether for principal, interest, fees, expenses or otherwise, and all
obligations of the Pledgor now or hereafter existing under this Agreement (all
such obligations of the Pledgor being the "Obligations").
SECTION 3. Delivery of Pledged Collateral. All certificates
evidencing the Pledged Collateral shall be held by or on behalf of the Pledgee
pursuant to the terms hereof, and shall be in suitable form for transfer, or
shall be accompanied by duly executed instruments of transfer or assignment in
blank, all in form and substance satisfactory to the Pledgee.
SECTION 4. Representations and Warranties. The Pledgor represents
and warrants that:
(a) the Pledgor is the legal and beneficial owner of the
Pledged Shares free and clear of any lien, security interest, option or other
charge or encumbrance except for the security interest created by this
Agreement; and
(b) no consent of any other person or entity and no
authorization, approval, or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required: (i) for the pledge by
the Pledgor of the Pledged Collateral pursuant to this Agreement or for the
execution, delivery or performance of this Agreement by the Pledgor; and (ii)
for the perfection or maintenance of the security interest created hereby
(including the first priority nature of such security interest).
SECTION 5. Further Assurances. The Pledgor agrees that at any time
and from time to time, at the expense of the Pledgee, the Pledgor will promptly
execute and deliver all further instruments and documents, and take all further
action, that may be necessary or desirable, or that the Pledgee may reasonably
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable the Pledgee to exercise and enforce
its rights and remedies hereunder with respect to any Pledged Collateral.
SECTION 6. Voting Rights; Dividends; Etc.
(a) So long as no Event of Default (as defined in Section
6(d)) shall have occurred and be continuing:
(i) the Pledgor shall be entitled to exercise or refrain
from exercising any and all voting and other consensual rights pertaining
to the Pledged Collateral or any part thereof; and
(ii) the Pledgor shall be entitled to receive and retain
any and all dividends, cash, instruments and other property paid in
respect of the Pledged Collateral.
(b) The Pledgee shall execute and deliver (or cause to be
executed and delivered) to the Pledgor all such proxies and other instruments as
the Pledgor may deem necessary for the purpose of enabling the Pledgor to
exercise the voting and other rights which it is entitled to exercise pursuant
to Section 6(a)(i) above and to receive the dividends, cash, instruments and
other property paid in respect of the Pledged Shares which it is authorized to
receive and retain pursuant to Section 6(a) (ii) above.
(c) Upon the occurrence and during the continuance of an Event
of Default:
(i) all rights of the Pledgor to exercise or refrain
from exercising the voting and other consensual rights which it would
otherwise be entitled to exercise pursuant to Section 6(a)(i) and to
receive the dividends, cash, instruments and other property which it would
otherwise be authorized to receive and retain pursuant to Section 6(a)(ii)
shall cease, and all such rights shall thereupon become vested in the
Pledgee who shall thereupon have the sole right to exercise or refrain
from exercising
2
such voting and other consensual rights and to receive and hold as Pledged
Collateral such dividends, cash, instruments and other property.
(ii) All dividends, cash, instruments and other property
which are received by the Pledgor contrary to the provisions of Section
6(c)(i) shall be received in trust for the benefit of the Pledgee, shall
be segregated from other funds of the Pledgor and shall be forthwith paid
over to the Pledgee as Pledged Collateral in the same form as so received
(with any necessary endorsement).
(d) As used in this Agreement, the term "Event of Default"
shall mean the occurrence and the continuance of the failure by the Pledgor to
pay any of the Obligations when the same becomes due and payable.
SECTION 7. Transfers and Other Liens. The Pledgor agrees that it
will not (i) sell, assign (by operation of law or otherwise), transfer or
otherwise dispose of, or grant any option with respect to, any of the Pledged
Collateral, except as provided in the Note; or (ii) create or permit to exist
any lien, security interest, option or other charge or encumbrance upon or with
respect to any of the Pledged Collateral, except for the security interest under
this Agreement.
SECTION 8. Pledgee Appointed Attorney-in-Fact. Upon the occurrence
of and so long as an Event of Default is continuing, the Pledgor hereby appoints
the Pledgee the Pledgor's attorney-in-fact, with full authority in the place and
stead of the Pledgor and in the name of the Pledgor or otherwise, from time to
time in the Pledgee's discretion to take any action and to execute any
instrument which the Pledgee may deem necessary or advisable to accomplish the
purposes of this Agreement (subject to the rights of the Pledgor under Section
6), including, without limitation, to receive, indorse and collect all
instruments made payable to the Pledgor representing any dividend or any part
thereof and to give full discharge for the same.
SECTION 9. The Pledgee's Duties. The powers conferred on the Pledgee
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 safe
custody of any Pledged Collateral in its possession and the accounting for
moneys actually received by it hereunder, the Pledgee shall have no duty as to
any Pledged Collateral other than as provided by law. The Pledgee shall exercise
reasonable care in the custody and preservation of any Pledged Collateral in its
possession.
SECTION 10. Remedies upon Default. If any Event of Default shall
have occurred and be continuing:
(a) The Pledgee may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party on
default under the Uniform Commercial Code in effect in the State of New York at
the time (the "Code") (whether or not the Code applies to the affected
Collateral), and may also, without notice except as specified below, sell the
Pledged Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange, broker's board or at any of the Pledgee's offices
or elsewhere, for cash, or upon such other terms as the Pledgee may deem
commercially reasonable. The Pledgor agrees that, to the extent notice
3
of sale shall be required by law, at least ten (10) days' notice to the Pledgor
of the time and place of any public sale or the time after which any private
sale is to be made shall constitute reasonable notification. The Pledgee shall
not be obligated to make any sale of Pledged Collateral regardless of notice of
sale having been given. The Pledgee may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so
adjourned.
(b) Any cash held by the Pledgee as Pledged Collateral and all
cash proceeds received by the Pledgee in respect of any sale of, collection
from, or other realization upon all or any part of the Pledged Collateral may,
in the discretion of the Pledgee, be held by the Pledgee as collateral for,
and/or then or at any time thereafter be applied (after payment of any amounts
payable to the Pledgee pursuant to Section 11) in whole or in part by the
Pledgee against, all or any part of the Obligations in such order as the Pledgee
shall elect. Any surplus of such cash or cash proceeds held by the Pledgee and
remaining after payment in full of all the Obligations shall be paid over to the
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.
SECTION 11. Expenses. The Pledgor shall pay to the Pledgee the
amount of any and all reasonable expenses, including the reasonable fees and
expenses of its counsel and of any experts and agents, which the Pledgee may
incur in connection with: (i) the sale of, collection from, or other realization
upon, any of the Pledged Collateral; (ii) the exercise or enforcement of any of
the rights of the Pledgee hereunder; or (iii) the failure by the Pledgor to
perform or observe any of the provisions hereof.
SECTION 12. Security Interest Absolute. All rights of the Pledgee
and security interests hereunder, and all obligations of the Pledgor hereunder,
shall be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of the Note or any
other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Obligations, or any other amendment or
waiver of or any consent to any departure from the Note, including, without
limitation, any increase in the Obligations resulting from the extension of
additional credit to the Pledgor or any of its subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any
other collateral, or any taking, release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the Obligations;
(d) any manner of application of collateral, or proceeds
thereof, to all or any of the Obligations, or any manner of sale or other
disposition of any collateral for all or any of the Obligations or any other
assets of the Pledgor or any of its subsidiaries;
(e) any change, restructuring or termination of the corporate
structure or existence of the Pledgee or any of its subsidiaries; or
4
(f) any other circumstances which might otherwise constitute a
defense available to, or a discharge of, the Pledgor or a third party pledgor.
SECTION 13. Amendments, Etc. No amendment or waiver of any provision
of this Agreement, and no consent to any departure by the Pledgor herefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Pledgee, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
SECTION 14. Addresses for Notices. All notices and other
communications provided for hereunder shall be in writing and shall be deemed to
have been given upon the delivery or mailing thereof, as the case may be, if
delivered personally or sent by certified mail, return receipt requested,
postage prepaid, or sent by prepaid overnight courier, if to the Pledgor, at his
address at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and if to the Pledgee,
at its address at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
Chief Financial Officer, or, as to either party, at such other address as shall
be designated by such party in a written notice to the other party.
SECTION 15. Continuing Security Interest; Assignments under the
Note. This Agreement shall create a continuing security interest in the Pledged
Collateral and shall (i) remain in full force and effect until the payment in
full of the Obligations and all other amounts payable under this Agreement; (ii)
be binding upon the Pledgor, its successors and assigns; and (iii) inure to the
benefit of, and be enforceable by, the Pledgee and its successors, transferees
and assigns.
SECTION 16. Termination of Security Interest. Upon the later of the
payment in full of the Obligations, the security interest granted hereby in the
Pledged Collateral shall terminate and the Pledged Collateral and all rights to
the Pledged Collateral shall revert to the Pledgor. Upon any such termination,
the Pledgee will, at the Pledgor's expense, return to the Pledgor such of the
Pledged Collateral as shall not have been sold or otherwise applied pursuant to
the terms hereof and execute and deliver to the Pledgor such documents as the
Pledgor shall reasonably request to evidence such termination. SECTION 17.
SECTION 18. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
SECTION 19. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against the party whose signature appears thereon, and all of which shall
together constitute one and the same instrument.
[Remainder of page intentionally left blank]
5
IN WITNESS WHEREOF, the Pledgor has executed and delivered this
Agreement as of the date first above written.
PLEDGOR:
--------------------------------------
A. ▇▇▇▇ ▇▇▇▇▇▇▇▇
PLEDGEE:
TECHNOLOGY FLAVORS & FRAGRANCES,
INC.
By:
-----------------------------------
Name:
Title:
6
SCHEDULE I
Attached to and forming a part of that certain Pledge
Agreement March 15, 1999, by
A. ▇▇▇▇ ▇▇▇▇▇▇▇▇, as Pledgor
to Technology Flavors & Fragrances, Inc., as Pledgee
Stock Certificate No(s). Class of Stock Number of Shares
------------------------ -------------- ----------------
Common Stock 100,000
7
