EXHIBIT 10.3
U.S. SUBSIDIARY PLEDGE AGREEMENT
THIS U.S. SUBSIDIARY PLEDGE AGREEMENT (this "AGREEMENT") is entered into as
of the 12th day of July, 2002 by and among Information Resources, Inc., a
Delaware corporation ("PLEDGOR"), in favor of LASALLE BANK NATIONAL ASSOCIATION,
as Administrative Agent for Lenders ("ADMINISTRATIVE AGENT") and the other
Lenders executing this Agreement (collectively, "LENDERS").
W I T N E S S E T H:
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WHEREAS, Pledgor, 000 Xxxxxxxx Xx. #0, a Delaware corporation, IRI Puerto
Rico, Inc., a Puerto Rico corporation, IRI Venezuela Holdings, Inc., a Delaware
corporation, IRI Guatemala Holdings, Inc., a Delaware corporation, IRI Greek
Holdings, Inc., a Delaware corporation, IRI French Holdings, Inc., a Delaware
corporation, IRI Italy Holdings, Inc., a Delaware corporation, InfoScan Italy
Holdings, Inc., a Delaware corporation, Shoppers Hotline, Inc., a Delaware
corporation, and North Clinton Corporation, an Illinois corporation
(collectively the "SUBSIDIARIES"), Administrative Agent and Lenders have entered
into that Revolving Credit Agreement of even date herewith (the "CREDIT
AGREEMENT") pursuant to which Lenders have agreed to make available the
Revolving Credit Facility to Pledgor and the Subsidiaries; and
WHEREAS, to induce Lenders to make the Loans and issue Letters of Credit
under the Credit Agreement, Pledgor agreed to enter into this Agreement and
grant a security interest in all the shares of stock described in Schedule I
(the "PLEDGED SHARES") to Lenders.
NOW, THEREFORE, in consideration of the foregoing recitals and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Definitions. The following terms shall have the following meanings (such
meanings being equally applicable to both the singular and plural form of the
terms defined):
"BANKRUPTCY CODE" shall mean Xxxxx 00, Xxxxxx Xxxxxx Code, as amended
from time to time, and any successor statute thereto.
"PLEDGED COLLATERAL" shall have the meaning assigned to such term in
Section 2 hereof.
"SECURED INDEBTEDNESS" shall have the meaning assigned to such term in
Section 3 hereof.
Terms not defined herein shall have the meaning ascribed to such term
in the Credit Agreement.
2. Pledge. To secure the Indebtedness of Pledgor and the other Borrowers
under the Credit Agreement, Pledgor hereby pledges to Administrative Agent, for
its benefit and for the ratable benefit of Lenders, and grants to Administrative
Agent, for its benefit and the ratable benefit of Lenders, a first priority
security interest in, all of the following (collectively, the "PLEDGED
COLLATERAL"):
(a) the Pledged Shares and the certificates representing the Pledged
Shares, and all dividends, distributions, cash, instruments 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 the Pledged
Shares of Pledgor; and
(b) such portion, as determined by Administrative Agent as provided in
Section 6(d) below, of any additional shares of stock of any Subsidiary
from time to time acquired by Pledgor in any manner (which shares shall be
deemed to be part of the Pledged Shares), and the certificates representing
such additional shares, and all dividends, distributions, cash, instruments
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
shares.
3. Security for Indebtedness. This Agreement secures, and the Pledged
Collateral is security for, the prompt payment in full when due, whether at
stated maturity, by acceleration or otherwise, and performance of all
Indebtedness now or hereafter existing under and as defined in the Credit
Agreement and all obligations of Pledgor now or hereafter existing under this
Agreement including, without limitation, for all fees, costs and expenses
whether in connection with collection actions hereunder or otherwise
(collectively, the "SECURED INDEBTEDNESS").
4. Delivery of Pledged Collateral. All certificates representing or
evidencing the Pledged Shares shall be delivered to and held by or on behalf of
Administrative Agent in escrow, for its benefit and the ratable benefit of
Lenders, pursuant hereto and shall be accompanied by duly executed instruments
of transfer or assignment in blank, the form of which is attached hereto as
Exhibit A.
5. Representations and Warranties. Pledgor represents and warrants to
Administrative Agent and Lenders that:
(a) All of the Pledged Shares are presently represented by the stock
certificates listed on Schedule I hereto, which constitute 100% of the
issued and outstanding shares of capital stock of each of the Subsidiaries;
(b) All of the Pledged Shares have been validly issued and are fully
paid and non-assessable;
(c) Pledgor is the sole holder of record and the sole beneficial owner
of the Pledged Collateral free and clear of any Lien thereon or affecting
the title thereto, except for any Permitted Lien;
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(d) As of the date hereof, there are no existing options, warrants,
calls or commitments of any character whatsoever relating to the Pledged
Shares;
(e) Pledgor has the right and requisite authority to pledge, assign,
transfer, deliver, deposit and set over the Pledged Collateral to
Administrative Agent, for its benefit and the ratable benefit of Lenders,
as provided herein;
(f) This Agreement has been duly authorized, executed and delivered by
Pledgor and constitutes a legal, valid and binding obligation of Pledgor
enforceable against Pledgor in accordance with its terms;
(g) None of the Pledged Shares has been issued or transferred in
violation of the securities registration, securities disclosure or similar
laws of any jurisdiction to which such issuance or transfer may be subject;
(h) No consent, approval, authorization or other order of any Person
and no consent, authorization, approval, or other action by, and no notice
to or filing with, any governmental authority is required (i) for the
pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or
for the execution, delivery or performance of this Agreement by Pledgor or
(ii) for the exercise by Administrative Agent, for its benefit and the
ratable benefit of the Lenders, of the voting or other rights provided for
in this Agreement or the remedies in respect of the Pledged Collateral
pursuant to this Agreement, except as may be required in connection with
such disposition by laws affecting the offering and sale of securities
generally;
(i) The pledge, assignment and delivery of the Pledged Collateral
pursuant to this Agreement will create a valid and perfected first priority
Lien on the Pledged Collateral and the proceeds thereof; and
The representations and warranties set forth in this Section 5 shall
survive the execution and delivery of this Agreement.
6. Covenants. Except as provided herein or as otherwise permitted in the
Credit Agreement, Pledgor covenants and agrees that until the termination of
this Agreement:
(a) Without the prior written consent of Administrative Agent, Pledgor
will not sell, assign, transfer, pledge, or otherwise encumber any of its
rights in or to the Pledged Collateral, or any unpaid dividends or other
distributions or payments with respect to the Pledged Collateral or xxxxx x
Xxxx in the Pledged Collateral;
(b) For the purpose of carrying out the provisions of this Agreement,
Pledgor will, at its expense, promptly execute, acknowledge and deliver all
such instruments and take all such action as Administrative Agent from time
to time may reasonably request including authorizing Administrative Agent's
filing of any necessary financing statements, which may be filed by
Administrative Agent with or without the signature of Pledgor, and will
cooperate with Administrative Agent, at Pledgor's expense, in
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obtaining all necessary approvals and making all necessary filings under
federal or state law in connection with such Liens or any sale or transfer
of the Pledged Collateral;
(c) Pledgor will defend the title to the Pledged Collateral and the
Liens of Administrative Agent in the Pledged Collateral against the claim
of any Person and will maintain and preserve such Liens until the
termination of all Revolving Credit Commitments and indefeasible payment in
full of the Secured Indebtedness; and
(d) Pledgor will, upon obtaining any additional shares of stock of any
of the Subsidiaries, which shares are not already Pledged Collateral, or
upon the formation of any new subsidiary, promptly (and in any event within
five (5) Business Days) deliver to Administrative Agent a Pledge Amendment,
duly executed by Pledgor, in substantially the form of Schedule II hereto
(a "PLEDGE AMENDMENT") in respect of any such additional shares, pledging
to Administrative Agent, for itself and the ratable benefit Lenders, all of
such additional shares. Pledgor hereby authorizes Administrative Agent to
attach each Pledge Amendment to this Agreement and agrees that all Pledged
Shares listed on any Pledge Amendment delivered to Administrative Agent
shall for all purposes hereunder be considered Pledged Collateral.
7. Pledgor's Rights. Until written notice shall be given by Administrative
Agent to Pledgor after the occurrence of an Event of Default in accordance with
Section 8(a) hereof:
(a) Pledgor shall have the right, from time to time, to vote and give
consents with respect to the Pledged Collateral, or any part thereof, for
all purposes not inconsistent with the provisions of this Agreement, the
Credit Agreement, and any Ancillary Agreement; provided, however, that no
vote shall be cast, and no consent shall be given or action taken, which
would have the effect of impairing the position or interest of
Administrative Agent in respect of the Pledged Collateral or which would
authorize or effect (except as and to the extent expressly permitted by the
Credit Agreement) (i) the dissolution or liquidation, in whole or in part,
of any of the Subsidiaries, (ii) the consolidation or merger of any of the
Subsidiaries with any other Person, (iii) the sale, disposition or
encumbrance of all or substantially all of the assets of any of the
Borrowers, (iv) any change in the authorized number of shares, the stated
capital or the authorized share capital of any of the Subsidiaries or the
issuance of any additional shares of any Borrower's Stock or (v) the
alteration of the voting rights with respect to the Stock of any of the
Subsidiaries;
(b) (i) Pledgor shall be entitled, from time to time, to collect and
receive for its own use all dividends paid in respect of the Pledged Shares
to the extent not in violation of the Credit Agreement other than any and
all (A) dividends paid or payable other than in cash in respect of, and
instruments and other property received, receivable or otherwise
distributed in respect of, or in exchange for, any Pledged Collateral, (B)
dividends and other distributions paid or payable in cash in respect of any
Pledged Collateral in connection with a partial or total liquidation or
dissolution, and (C) cash paid, payable or otherwise distributed in
redemption of, or in exchange for, any Pledged Collateral; provided,
however, that until actually paid all rights to such distributions shall
remain subject to the Lien created by this Agreement; and (ii) all
dividends (other than
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such cash dividends as are permitted to be paid to Pledgor in accordance
with clause (i) above) and all other distributions in respect of any of the
Pledged Shares of Pledgor, whenever paid or made, shall be delivered to
Administrative Agent to hold as Pledged Collateral and shall, if received
by Pledgor, be received in trust for the benefit of Administrative Agent,
for its benefit and the ratable benefit Lenders, be segregated from the
other property or funds of Pledgor, and be forthwith delivered to
Administrative Agent as Pledged Collateral in the same form as so received
(with any necessary endorsement).
8. Defaults and Remedies.
(a) Upon the occurrence of an Event of Default and during the
continuation of such Event of Default, then on or at any time after such
declaration (provided that such declaration is not rescinded by the
Administrative Agent) and upon written notice to Pledgor, Administrative
Agent (personally or through an Administrative Agent) is hereby authorized
and empowered to transfer and register in its name or in the name of its
nominee the whole or any part of the Pledged Collateral, to exchange
certificates or instruments representing or evidencing Pledged Shares for
certificates or instruments of smaller or larger denominations, to exercise
the voting and all other rights as a stockholder with respect thereto
(provided, however, that if Administrative Agent fails to exercise its
voting power which could have a material adverse effect on Pledgor, as
reasonably determined by Administrative Agent, then Pledgor shall be
permitted to vote on such matter), to collect and receive all cash
dividends and other distributions made thereon, to sell in one or more
sales after ten (10) days' notice of the time and place of any public sale
or of the time after which a private sale is to take place (which notice
Pledgor agrees is commercially reasonable) the whole or any part of the
Pledged Collateral and to otherwise act with respect to the Pledged
Collateral as though Administrative Agent was the outright owner thereof,
Pledgor hereby irrevocably constituting and appointing Administrative Agent
as the proxy and attorney-in-fact of Pledgor, with full power of
substitution to do so, and which appointment shall remain in effect until
the Indebtedness is indefeasibly paid in full; provided, however,
Administrative Agent shall not have any duty to exercise any such right or
to preserve the same and shall not be liable for any failure to do so or
for any delay in doing so. Any sale shall be made at a public or private
sale at Administrative Agent's place of business, or at any place to be
named in the notice of sale, either for cash or upon credit or for future
delivery at such price as Administrative Agent may deem fair, and
Administrative Agent or any Lender may be the purchaser of the whole or any
part of the Pledged Collateral so sold and hold the same thereafter in its
own right free from any claim of Pledgor or any right of redemption. Each
sale shall be made to the highest bidder, but Administrative Agent reserves
the right to reject any and all bids at such sale which, in its discretion,
it shall deem inadequate. Demands of performance, except as otherwise
herein specifically provided for, notices of sale, advertisements and the
presence of property at sale are hereby waived and any sale hereunder may
be conducted by an auctioneer or any officer or agent of Administrative
Agent.
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(b) If, at the original time or times appointed for the sale of the
whole or any part of the Pledged Collateral, the highest bid, if there be
but one sale, shall be inadequate to discharge in full all the Secured
Indebtedness, or if the Pledged Collateral be offered for sale in lots, if
at any of such sales, the highest bid for the lot offered for sale would
indicate to Administrative Agent, in its discretion, the unlikelihood of
the proceeds of the sales of the whole of the Pledged Collateral being
sufficient to discharge all the Secured Indebtedness, Administrative Agent
may, on one or more occasions and in its discretion, postpone any of said
sales by public announcement at the time of sale or the time of previous
postponement of sale, and no other notice of such postponement or
postponements of sale need be given, any other notice being hereby waived;
provided, however, that any sale or sales made after such postponement
shall be after ten (10) days' notice to Pledgor.
(c) The proceeds of any sale, disposition or other realization upon
all or any part of the Pledged Collateral shall be distributed by
Administrative Agent, for the benefit of Administrative Agent and Lenders,
upon receipt, in the following order of priorities:
First, to Administrative Agent in an amount sufficient to pay in
full the expenses of Administrative Agent in connection with such
sale, disposition or other realization, including all expenses,
Indebtedness and advances incurred or made by Administrative Agent in
connection therewith, including reasonable attorneys' fees and
expenses;
Second, in accordance with Section 8.7 of the Credit Agreement;
and
Third, upon indefeasible payment in full of all of the Secured
Indebtedness, to Pledgor or its representatives or to whomsoever may
be lawfully entitled to receive the same, or as a court of competent
jurisdiction may direct.
(d) If, at any time when Administrative Agent shall determine to
exercise its right to sell the whole or any part of the Pledged Collateral
hereunder, such Pledged Collateral or the part thereof to be sold shall
not, for any reason whatsoever, be effectively registered under the
Securities Act of 1933, as amended (or any similar statute then in effect)
(the "ACT"), Administrative Agent may, in its discretion (subject only to
applicable requirements of law), sell such Pledged Collateral or part
thereof by private sale in such manner and under such circumstances as
Administrative Agent may deem necessary or advisable, subject to applicable
securities laws. Without limiting the generality of the foregoing, in any
such event, Administrative Agent in its discretion (i) may, in accordance
with applicable securities laws, proceed to make such private sale
notwithstanding that a registration statement for the purpose of
registering such Pledged Collateral or part thereof could be or shall have
been filed under said Act (or similar statute), (ii) may approach and
negotiate with a single possible purchaser to effect such sale, and (iii)
may restrict such sale to a purchaser who will represent and agree that
such purchaser is purchasing for its own account, for investment and not
with a view to the distribution or sale of such Pledged Collateral or part
thereof. In addition to a private sale as provided above in this Section 7,
if any of the Pledged Collateral shall not be freely distributable to the
public without registration under the Act (or similar statute) at the
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time of any proposed sale pursuant to this Section 7, then Administrative
Agent shall not be required to effect such registration or cause the same
to be effected but, in its discretion (subject only to applicable
requirements of law), may require that any sale hereunder (including a sale
at auction) be conducted subject to restrictions (i) as to the financial
sophistication and ability of any Person permitted to bid or purchase at
any such sale, (ii) as to the content of legends to be placed upon any
certificates representing the Pledged Collateral sold in such sale,
including restrictions on future transfer thereof, (iii) as to the
representations required to be made by each Person bidding or purchasing at
such sale relating to that Person's access to financial information about
Pledgor and such Person's intentions as to the holding of the Pledged
Collateral so sold for investment for its own account and not with a view
to the distribution thereof, and (iv) as to such other matters as
Administrative Agent may, in its discretion, deem necessary or appropriate
in order that such sale (notwithstanding any failure so to register) may be
effected in compliance with the Bankruptcy Code and other laws affecting
the enforcement of creditors' rights and the Act and all applicable state
securities laws.
(e) Pledgor acknowledges that notwithstanding the legal availability
of a private sale or a sale subject to the restrictions described above in
paragraph (d), Administrative Agent may, in its discretion, elect to
register any or all the Pledged Collateral under the Act (or any applicable
state securities law) in accordance with its rights hereunder. Pledgor,
however, recognizes that Administrative Agent may be unable to effect a
public sale of any or all the Pledged Collateral and may be compelled to
resort to one or more private sales thereof. Pledgor also acknowledges that
any such private sale may result in prices and other terms less favorable
to the seller than if such sale were a public sale and, notwithstanding
such circumstances, agrees that any such private sale shall be deemed to
have been made in a commercially reasonable manner. Administrative Agent
shall be under no obligation to delay a sale of any of the Pledged
Collateral for the period of time necessary to permit the registrant to
register such securities for public sale under the Act, or under applicable
state securities laws, even if Pledgor would agree to do so.
(f) Pledgor agrees, to the maximum extent permitted by applicable law,
that following the occurrence and during the continuance of an Event of
Default, it will not at any time plead, claim or take the benefit of any
appraisal, valuation, stay, extension, moratorium or redemption law now or
hereafter in force in order to prevent or delay the enforcement of this
Agreement, or the absolute sale of the whole or any part of the Pledged
Collateral or the possession thereof by any purchaser at any sale
hereunder, and Pledgor waives the benefit of all such laws to the extent it
lawfully may do so. Pledgor agrees that it will not interfere with any
right, power and remedy of Administrative Agent provided for in this
Agreement or now or hereafter existing at law or in equity or by statute or
otherwise, or the exercise or beginning of the exercise by Administrative
Agent of any one or more of such rights, powers or remedies. No failure or
delay on the part of Administrative Agent to exercise any such right, power
or remedy and no notice or demand which may be given to or made upon
Pledgor by Administrative Agent with respect to any such remedies shall
operate as a waiver thereof, or limit or impair Administrative Agent's
right to take any action or to exercise any power or remedy
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hereunder, without notice or demand, or prejudice its rights as against
Pledgor in any respect.
9. Waiver. No delay on Administrative Agent's part in exercising any power
of sale, Lien, option or other right hereunder, and no notice or demand which
may be given to or made upon Pledgor by Administrative Agent with respect to any
power of sale, Lien, option or other right hereunder, shall constitute a waiver
thereof, or limit or impair Administrative Agent's right to take any action or
to exercise any power of sale, Lien, option, or any other right hereunder,
without notice or demand, or prejudice Administrative Agent's rights as against
Pledgor in any respect.
10. Reinstatement of Pledgor's Rights. In the event Borrowers cure the
Event of Default prior to Administrative Agent or Lenders pursuing any remedies
available hereunder as a result of such Event of Default, Pledgor's rights under
Section 7 hereof shall be reinstated in full, provided, that Administrative
Agent and Lenders shall have been made whole.
11. Assignment. Subject to the restrictions set forth herein,
Administrative Agent or any Lender may assign, indorse or transfer any
instrument evidencing all or any part of the Secured Indebtedness as provided
in, and in accordance with, the Credit Agreement, and the holder of such
instrument shall be entitled to the benefits of this Agreement.
12. Termination. Upon the indefeasible payment in full of all Secured
Indebtedness and termination of the Commitments under the Credit Agreement,
Administrative Agent shall deliver to Pledgor the Pledged Collateral pledged by
Pledgor at the time subject to this Agreement and all instruments of assignment
executed in connection therewith, free and clear of the Liens hereof and, except
as otherwise provided herein, all of Pledgor's obligations hereunder shall at
such time terminate. If Administrative Agent is unable to deliver or locate the
Pledged Collateral for whatever reason, Administrative Agent and Lenders shall
indemnify Pledgor for any claims made by any Person relating to such undelivered
or lost Pledged Collateral.
13. Lien Absolute. All rights of Administrative Agent and Lenders
hereunder, and all obligations of Pledgor hereunder, shall be absolute and
unconditional irrespective of:
(a) any lack of validity or enforceability of the Credit Agreement,
the Notes, any other Ancillary Agreements or any other agreement or
instrument governing or evidencing any Secured Indebtedness;
(b) any change in the time, manner or place of payment of, or in any
other term of, all or any part of the Secured Indebtedness, or any other
amendment or waiver of or any consent to any departure from the Credit
Agreement, the Notes, any other Ancillary Agreement or any other agreement
or instrument governing or evidencing any Secured Indebtedness;
(c) any exchange, release or non-perfection of any other collateral,
or any release or amendment or waiver of or consent to departure from any
guaranty, for all or any of the Secured Indebtedness; or
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(d) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Pledgor.
14. Release. Pledgor consents and agrees that Administrative Agent and
Lenders may at any time, or from time to time, in their discretion (a) renew,
extend or change the time of payment, and/or the manner, place or terms of
payment of all or any part of the Secured Indebtedness and (b) exchange, release
and/or surrender all or any of the Pledged Collateral, or any part thereof, by
whomsoever deposited, which is now or may hereafter be held by Administrative
Agent in connection with all or any of the Secured Indebtedness; all in such
manner and upon such terms as Administrative Agent and Lenders may deem proper,
and without notice to or further assent from Pledgor, it being hereby agreed
that Pledgor shall be and remain bound upon this Agreement, and notwithstanding
any such change, exchange, settlement, compromise, surrender, release, renewal
or extension, and notwithstanding also that the Secured Indebtedness may, at any
time, exceed the aggregate principal amount thereof set forth in the Credit
Agreement, or any other agreement governing any Secured Indebtedness. Except as
provided herein, no act or omission of any kind on Administrative Agent's part
shall in any event affect or impair this Agreement.
15. Reinstatement. This Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against Pledgor or
any Subsidiary for liquidation or reorganization, should Pledgor or any
Subsidiary become insolvent or make an assignment for the benefit of creditors
or should a receiver or trustee be appointed for all or any significant part of
Pledgor's or any of the Subsidiaries' assets, and shall continue to be effective
or be reinstated, as the case may be, if at any time payment and performance of
the Secured Indebtedness, or any part thereof, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the Secured Indebtedness, whether as a "voidable preference",
"fraudulent conveyance", or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Secured Indebtedness shall be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.
16. Miscellaneous.
(a) Administrative Agent may execute any of its duties hereunder by or
through Administrative Agents or employees and shall be entitled to advice
of counsel, at its own cost, concerning all administrative matters
pertaining to this Agreement; provided, however, that Pledgor agrees to
promptly reimburse Administrative Agent for actual out-of-pocket expenses,
including, without limitation, reasonable counsel fees, incurred by
Administrative Agent in connection with the enforcement of this Agreement.
(b) Neither Administrative Agent nor any Lender nor any of their
respective officers, directors, employees, agents or counsel shall be
liable for any action lawfully taken or lawfully omitted to be taken by it
or them hereunder or in connection herewith, except for its or their own
gross negligence or willful misconduct.
(c) THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS SUCCESSORS
AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF,
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AND BE ENFORCEABLE BY, ADMINISTRATIVE AGENT AND LENDERS AND THEIR
SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS IN EFFECT IN THE STATE OF
ILLINOIS WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS BUT GIVING
EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, AND NONE OF THE TERMS
OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED
EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF ADMINISTRATIVE AGENT AND
PLEDGOR.
17. Severability. If for any reason any provision or provisions hereof are
determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or effect those portions of this
Agreement which are valid.
18. Notices. Except as otherwise provided herein, whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other
communication shall or may be given to or served upon any of the parties by any
other party, or whenever any of the parties desires to give or serve upon any
other a communication with respect to this Agreement, each such notice, demand,
request, consent, approval, declaration or other communication shall be in
writing and either shall be delivered in person with receipt acknowledged or
sent by registered or certified mail, return receipt requested, postage prepaid,
or by confirmed facsimile addressed as follows:
(a) If to Administrative Agent, at:
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxx
Fax No.: (000) 000-0000
With copies to:
Ungaretti & Xxxxxx
0000 Xxxxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxxxx, Esq.
Fax No.: (000) 000-0000
(b) If to Pledgor, at:
Information Resources, Inc.
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
Fax No.: (000) 000-0000
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With copies to:
Xxxxxxxx & Xxxxxx
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. X'Xxxxxxxxxxx, Esq.
Fax No.: (000) 000-0000
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration or other communication hereunder shall be deemed
to have been duly given or served upon (i) delivery in person by messenger, (ii)
the next Business Day by overnight courier service, (iii) at the end of the
Business Day after confirmed transmission by facsimile, (iv) or five (5)
Business Days after deposit in the United States certified or registered mails,
with proper postage prepaid. Failure or delay in delivering copies of any
notice, demand, request, consent, approval, declaration or other communication
to the persons designated above to receive copies shall in no way adversely
affect the effectiveness of such notice, demand, request, consent, approval,
declaration or other communication.
19. Section Titles. The Section titles contained in this Agreement are and
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.
20. Counterparts. This Agreement may be executed in any number of
counterparts, which shall, collectively and separately, constitute one
agreement.
21. Inconsistencies. To the extent that any terms or conditions of this
Agreement are inconsistent with the any terms or conditions of the Credit
Agreement, the Credit Agreement shall govern.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
INFORMATION RESOURCES, INC.
a Delaware corporation
By:
-----------------------
Name:
----------------------
Title:
---------------------
Accepted and Acknowledged by:
----------------------------
LASALLE BANK NATIONAL ASSOCIATION,
as Administrative Agent for Lenders
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
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SCHEDULE I
PLEDGED SHARES
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Stock Issuer Class Stock Certificate Number Percentage of
------------ of Stock Number(s) of Shares Outstanding Shares
-------- --------- --------- ------------------
--------------------------------------------------------------------------------------------------------------
000 Xxxxxxxx Xx. #0 common 1 1,000 100%
--------------------------------------------------------------------------------------------------------------
IRI Puerto Rico, Inc. common 5 86,957 100%
--------------------------------------------------------------------------------------------------------------
IRI Venezuela Holdings, Inc. common C-1 100 100%
--------------------------------------------------------------------------------------------------------------
IRI Guatemala Holdings, Inc. common 1 100 100%
--------------------------------------------------------------------------------------------------------------
IRI Greek Holdings, Inc. common 1 100 100%
--------------------------------------------------------------------------------------------------------------
IRI French Holdings, Inc. common 1 100 100%
--------------------------------------------------------------------------------------------------------------
IRI Italy Holdings, Inc. common 1 100 100%
--------------------------------------------------------------------------------------------------------------
InfoScan Italy Holdings, Inc. common 1 100 100%
--------------------------------------------------------------------------------------------------------------
Shoppers Hotline, Inc. common 1 1,000 100%
--------------------------------------------------------------------------------------------------------------
North Clinton Corporation common 1 1 100%
--------------------------------------------------------------------------------------------------------------
13
SCHEDULE II
PLEDGE AMENDMENT
This Pledge Amendment, dated ________________ __, 200[_] is delivered
pursuant to Section 6(d) of that certain U.S. Subsidiary Pledge Agreement (the
"PLEDGE AGREEMENT"), dated as of July 12, 2002, by the undersigned, as Pledgor,
to LaSalle Bank National Association as Administrative Agent for Lenders party
thereto. The undersigned hereby certifies that the representations and
warranties in Section 5 of the Pledge Agreement are and continue to be true and
correct, both as to the shares pledged prior to this Pledge Amendment and as to
the shares pledged pursuant to this Pledge Amendment. The undersigned further
agrees that this Pledge Amendment may be attached to the Pledge Agreement and
that the Pledged Shares listed on this Pledge Amendment shall be and become a
part of the Pledged Collateral referred to in said Pledge Agreement and shall
secure all Secured Indebtedness referred to in said Pledge Agreement. Except as
the set forth herein, the undersigned acknowledges that all the terms and
conditions of the Pledge Agreement shall remain in full force and effect.
INFORMATION RESOURCES, INC.
By:
-------------------------------
Name:
------------------------------
Title:
-----------------------------
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Name and Class Certificate Number
Address of Pledgor Issuer of Stock Number(s) of Shares
------------------ ------ -------- --------- ---------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
14
EXHIBIT A
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned, INFORMATION RESOURCES, INC., a
Delaware corporation, hereby assigns and transfers unto LASALLE BANK NATIONAL
ASSOCIATION ("Administrative Agent"), as Administrative Agent for the benefit of
all Lenders who are parties to that certain Revolving Credit Agreement dated
July 12, 2002 (the "Credit Agreement"), _____________ (____) shares of the
Common Stock (the "Shares") of ________________________ (the "Corporation"),
standing in the name of Information Resources, Inc., on the books of the
Corporation represented by certificate no. __1__; and does hereby irrevocably
constitute and appoint Administrative Agent as the undersigned's
attorney-in-fact to transfer the Shares on the books of the Corporation with
full power of substitution in the premises in accordance with and subject to the
terms of the Credit Agreement and the Security Agreement pursuant to which this
assignment was created.
DATED: _____________________________
INFORMATION RESOURCES, INC.
a Delaware corporation
By:
--------------------------------
Name:
------------------------------
Its:
-------------------------------
15
