EXHIBIT 4
NON-RECOURSE GUARANTY AND PLEDGE AGREEMENT
-------------------------------------------
NON-RECOURSE GUARANTY AND PLEDGE AGREEMENT, dated as of September 19,
1996, between INTEK DIVERSIFIED CORPORATION, a Delaware corporation
(the "Pledgor"), and SECURICOR COMMUNICATIONS LIMITED, a company
incorporated under the laws of England and Wales ("Lender").
W I T N E S S E T H :
-------------------
WHEREAS, Pledgor is the record and beneficial owner of the
shares of stock described in Schedule I hereto (the "Pledged Shares")
issued by Midland USA, Inc., a Delaware corporation ("Borrower"); and
WHEREAS, Borrower and Lender have entered into a Loan
Agreement, dated as of September 19, 1996 (as at any time amended,
modified or supplemented, the "Loan Agreement"), pursuant to which
Lender has agreed to make certain Revolving Credit Advances available
to Borrower (the "Loans") the proceeds of which are to be used for
Borrower's business as described in the Loan Agreement); and
WHEREAS, Pledgor will derive substantial direct and indirect
economic benefit from the making of the Loans; and
WHEREAS, in connection with the making of the Loans under
the Loan Agreement and as security for all of the Obligations of
Borrower under the Loan Agreement, Lender is requiring that Pledgor
shall have executed and delivered this Non-Recourse Guaranty and
Pledge Agreement and granted the security interest contemplated
hereby;
NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained, and to induce Lender to make Loans
under the Loan Agreement, it is agreed as follows:
1. Definitions. Unless otherwise defined herein, terms
-----------
defined in the Loan Agreement are used herein as therein defined, and
the following shall have (unless otherwise provided elsewhere in this
Non-Recourse Guaranty and Pledge Agreement) the following respective
meanings (such meanings being equally applicable to both the singular
and plural form of the terms defined):
"Agreement" shall mean this Non-Recourse Guaranty and Pledge
Agreement, including all amendments, modifications and supplements and
any exhibits or schedules to any of the foregoing, and shall refer to
the Agreement as
the same may be in effect at the time such reference becomes operative.
"Bankruptcy Code" shall mean title 11, United States 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 Obligations" shall have the meaning assigned to
such term in Section 3 hereof.
2. Pledge. Pledgor hereby pledges to Lender, and grants
------
to Lender, a first priority security interest in, all of the following
(collectively, the "Pledged Collateral") except as otherwise provided
in Section 8(b):
(a) the Pledged Shares owned by Pledgor 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 owned by
Pledgor; and
(b) all additional shares of capital stock of Borrower 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 Obligations. 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 the Obligations, whether for principal, premium,
interest, fees, costs and expenses of Lender incurred in connection
with this Agreement, and all obligations of Pledgor now or hereafter
existing under this Agreement (collectively, the "Secured
Obligations").
4. Delivery of Pledged Collateral. All certificates
------------------------------
representing or evidencing the Pledged Shares shall be delivered to
and held by or on behalf of Lender pursuant hereto and shall be
accompanied by duly executed instruments of transfer or assignment in
blank, all in form and substance satisfactory to Lender. Lender shall
have the right, at any time in its discretion and without notice to
Pledgor, to transfer to or to register in the name of Lender or any of
its nominees any or all of the Pledged Shares. In addition, Lender
shall have the right at any time to exchange certificates or instruments
representing or evidencing Pledged Shares for certificates or instruments
of smaller or larger denominations.
5. Non-Recourse Guaranty. Pledgor hereby guarantees to
---------------------
Lender, on a non-recourse basis, prompt payment (whether at stated
maturity, by acceleration or otherwise) and performance of the Secured
Obligations, it being understood that Lender's sole recourse against
Pledgor shall be limited to the Pledged Collateral. Pledgor hereby
waives any right of subrogation, reimbursement, contribution or any
similar right against Borrower or any other guarantor in respect of
the Secured Obligations.
6. Representations and Warranties. Pledgor represents and
------------------------------
warrants to Lender that:
(a) Pledgor is, and at the time of delivery of the Pledged
Shares to Lender pursuant to Section 4 hereof will be, the sole holder
of record and the sole beneficial owner of the Pledged Collateral
pledged by Pledgor free and clear of any Lien thereon or affecting the
title thereto except for the Lien created by this Agreement.
(b) All of the Pledged Shares have been duly authorized,
validly issued and are fully paid and non-assessable.
(c) Pledgor has the right and requisite authority to
pledge, assign, transfer, deliver, deposit and set over the Pledged
Collateral pledged by such Pledgor to Lender as provided herein.
(d) None of the Pledged Shares of Pledgor 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.
(e) 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 Entity is
required to be made or obtained by Pledgor either (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 Lender 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.
(f) The pledge, assignment and delivery of the Pledged
Collateral pursuant to this Agreement will create a valid first
priority Lien on and a first priority perfected security interest in
the Pledged Collateral pledged by Pledgor, and the proceeds thereof,
securing the payment of the Secured Obligations, subject to no other
Lien or security interest.
(g) This Agreement has been duly executed and delivered by
Pledgor and constitutes a legal, valid and binding obligation of
Pledgor enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, or other
similar laws affecting the rights of creditors generally or by the
application of general equity principles.
The representations and warranties set forth in this Section
6 shall survive the execution and delivery of this Agreement.
7. Covenants. Pledgor covenants and agrees that until the
---------
Repayment Date:
(a) Without the prior written consent of Lender, Pledgor
will not sell, assign, transfer, pledge, or otherwise encumber any of
its rights in or to the Pledged Collateral pledged by Pledgor or any
unpaid dividends or other distributions or payments with respect
thereto or ▇▇▇▇▇ ▇ ▇▇▇▇ on any of the foregoing except as otherwise
permitted by the Loan Agreement.
(b) Pledgor will, at its expense, promptly execute,
acknowledge and deliver all such instruments and take all such action
as Lender from time to time may request in order to ensure to Lender
the benefits of the Liens in and to the Pledged Collateral intended to
be created by this Agreement, including the filing of any necessary
Uniform Commercial Code financing statements, which may be filed by
Lender with or without the signature of Pledgor, and will cooperate
with Lender, at Pledgor's expense, in 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 has and will defend the title to the Pledged
Collateral and the Liens of Lender thereon against the claim of any
Person and will maintain and preserve such Liens until the Repayment
Date.
(d) Pledgor will, upon obtaining any additional shares of
capital stock of Borrower which are not already Pledged Collateral,
promptly (and in any event within three (3) Business Days) deliver to
Lender a Pledge Amendment, duly executed by Pledgor, in substantially
the form of Schedule II hereto (a "Pledge Amendment"), in respect of
the additional Pledged Shares which are to be pledged pursuant to this
Agreement. Pledgor hereby authorizes Lender to attach each Pledge
Amendment to this Agreement and agrees that all Pledged Shares listed
on any Pledge Amendment delivered to Lender shall for all purposes
hereunder be considered Pledged Collateral.
8. Pledgor's Rights. As long as no Default or Event of
----------------
Default shall have occurred and be continuing and until written notice
shall be given to Pledgor in accordance with Section 9(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 Loan Agreement, and any other 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 Lender in respect of the Pledged Collateral or which would
authorize or effect (except as and to the extent expressly permitted
by the Loan Agreement) (i) the dissolution or liquidation, in whole or
in part, of Borrower, (ii) the consolidation or merger of Borrower
with any other Person, (iii) the sale, disposition or encumbrance of
all or substantially all of the assets of Borrower, (iv) any change in
the authorized number of shares, the stated capital or the authorized
share capital of Borrower or the issuance of any additional shares of
stock of Borrower, or (v) the alteration of the voting rights with
respect to the stock of Borrower;
(b) (i) Pledgor shall be entitled, from time to time, to
collect and receive for its own use and shall not be required to
pledge pursuant to Section 2, all cash dividends paid in respect of
the Pledged Shares to the extent not in violation of the Loan
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 dividends shall remain subject to the Lien created by
this Agreement; and
(ii) all dividends (other than 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 Lender
to hold as Pledged Collateral and shall, if recovered by Pledgor, be
received in trust for the benefit of Lender, be segregated from the
other property or funds of Pledgor, and be forthwith delivered to
Lender as Pledged Collateral in the same form as so received (with any
necessary indorsement).
9. Defaults and Remedies. (a) Upon the occurrence of an
---------------------
Event of Default and during the continuation of such Event of Default,
then or at any time after the occurrence thereof and following written
notice thereof to Pledgor (provided that such notice is not rescinded
by Lender) Lender (personally or through an 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 rights with respect
thereto, 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), but without any previous notice or
advertisement, the whole or any part of the Pledged Collateral and to
otherwise act with respect to the Pledged Collateral as though Lender
was the outright owner thereof, Pledgor hereby irrevocably
constituting and appointing Lender as the proxy and attorney-in-fact
of Pledgor, with full power of substitution to do so, and which shall
remain in effect until the Secured Obligations are paid in full;
provided, however, Lender 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 Lender's place of business, or at any public
building in the City of New York or elsewhere to be named in the
notice of sale, either for cash or upon credit or for future delivery
at such price as Lender may deem fair, and 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 Lender 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 Lender.
(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 Obligations, 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 Lender, 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
Obligations, Lender 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 seven
(7) days' notice to Pledgor.
(c) In the event of any sales hereunder, Lender shall,
after deducting all costs or expenses of every kind (including
reasonable attorneys' fees and disbursements) for care, safekeeping,
collection, sale, delivery or otherwise, apply the residue of the
proceeds of the sales to the payment or reduction, either in whole or
in part, of the Secured Obligations in accordance with the agreements
and instruments governing and evidencing such Obligations, returning
the surplus, if any, to Pledgor.
(d) If, at any time when Lender in its sole discretion
determines, following the occurrence and during the continuance of an
Event of Default, that, in connection with any actual or contemplated
exercise of its rights (when permitted under this Section 9) to sell
the whole or any part of the Pledged Collateral hereunder, it is
necessary or advisable to effect a public registration of all or part
of the Pledged Collateral pursuant to the Securities Act of 1933, as
amended (or any similar statute then in effect) (the "Act"), Pledgor
shall, in an expeditious manner, and to the extent Pledgor has
authority or the right to, cause Borrower to and if Pledgor cannot
cause Borrower to, then Pledgor must cooperate with Borrower to do all
things reasonably requested by Lender to effect such registration:
(e) Lender agrees that it will not seek any monetary
damages from any Pledgor and that it shall only seek specific
performance of its rights under this Agreement. Pledgor agrees that
monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this
Agreement and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.
(f) If, at any time when Lender 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 Act, Lender 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 Lender may
deem necessary or advisable, but subject to the other requirements of
this Section 9, and shall not be required to effect such registration
or to cause the same to be effected. Without limiting the generality
of the foregoing, in any such event Lender in its discretion (a) 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),
(b) may approach and negotiate with a single possible purchaser to
effect such sale, and (c) 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 9, if any of the
Pledged Collateral shall not be freely distributable to the public
without registration under the Act (or similar statute) at the time of
any proposed sale pursuant to this Section 9, then Lender 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 Lender 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.
(g) Pledgor acknowledges that notwithstanding the legal
availability of a private sale or a sale subject to the restrictions
described above in paragraph (f), Lender 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 here-
under. Pledgor, however, recognizes that Lender 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. Lender 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.
(h) Pledgor agrees 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 Lender 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 Lender of any one or more
of such rights, powers or remedies. No failure or delay on the part
of Lender to exercise any such right, power or remedy and no notice or
demand which may be given to or made upon Pledgor by Lender with
respect to any such remedies shall operate as a waiver
thereof, or limit or impair Lender's right to take any
action or to exercise any power or remedy hereunder, without
notice or demand, or prejudice its rights as against Pledgor in any
respect.
(i) Pledgor further agrees that a breach of any of the
covenants contained in this Section 9 will cause irreparable injury to
Lender, that Lender has no adequate remedy at law in respect of such
breach and, as a consequence, agrees that each and every covenant
contained in this Section 9 shall be specifically enforceable against
Pledgor, and Pledgor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants
except for a defense that the Secured Obligations are not then due and
payable in accordance with the agreements and instruments governing
and evidencing such obligations.
10. Application of Proceeds. Any cash held by Lender as
-----------------------
Pledged Collateral and all cash proceeds received by Lender in respect
of any sale of, liquidation of, or other realization upon all or any
part of the Pledged Collateral shall be applied by Lender as follows:
first, to Lender in an amount sufficient to pay in full the
-----
expenses of Lender in connection with such sale, disposition or
other realization, including all expenses, liabilities and
advances incurred or made by Lender in connection therewith,
including, without limitation, attorney's fees;
second, to Lender in an amount equal to the then unpaid
------
principal of and accrued interest and prepayment premiums, if
any, on the Secured Obligations;
third, to Lender in an amount equal to any other Secured
-----
Obligations which are then unpaid; and
finally, after payment in full of all Secured Obligations,
-------
to pay to Pledgor, or as a court of competent jurisdiction may
direct, any surplus then remaining from such proceeds.
11. Waiver. No delay on Lender'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 Lender with
respect to any power of sale, Lien, option or other right hereunder,
shall constitute a waiver thereof, or limit or impair Lender'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
Lender's rights as against Pledgor in any respect.
12. Assignment. Lender may assign, indorse or transfer any
----------
instrument evidencing all or any part of the Secured Obligations and
the holder of such instrument shall be entitled to the benefits of
this Agreement.
13. Termination. Immediately following the payment of all
-----------
Secured Obligations, Lender 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.
14. Lien Absolute. All rights of Lender hereunder, and all
-------------
obligations of Pledgor hereunder, shall be absolute and unconditional
irrespective of:
(a) any lack of validity or enforceability of the Loan
Agreement, the Note, any other Loan Document or any other agreement or
instrument governing or evidencing any Secured Obligations;
(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 Obligations,
or any other amendment or waiver of or any consent to any departure
from the Loan Agreement, the Note, any other Loan Document or any
other agreement or instrument governing or evidencing any Secured
Obligations;
(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
Obligations; or
(d) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, Pledgor.
15. Release. Pledgor consents and agrees that Lender may
-------
at any time, or from time to time, in its 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 Obligations and
(b) exchange, release and/or surrender all or any of the Pledged
Collateral, or any part(s) thereof, by whomsoever deposited, which is
now or may hereafter be held by Lender in connection with
all or any of the Secured Obligations; all in such manner
and upon such terms as Lender 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,
irrespective of the existence, value or condition of any of the
Pledged Collateral, and notwithstanding any such change, exchange,
settlement, compromise, surrender, release, renewal or extension, and
notwithstanding also that the Secured Obligations may, at any time
exceed the aggregate principal amount thereof set forth in the Loan
Agreement, or any other agreement governing any Secured Obligations.
Pledgor hereby waives notice of acceptance of this Agreement, and also
presentment, demand, protest and notice of dishonor of any and all of
the Secured Obligations, and promptness in commencing suit against any
party hereto or liable hereon, and in giving any notice to or of
making any claim or demand hereunder upon Pledgor. No act or omission
of any kind on Lender's part shall in any event affect or impair this
Agreement.
16. Reinstatement. This Agreement shall remain in full
-------------
force and effect and continue to be effective should any petition be
filed by or against Pledgor for liquidation or reorganization, should
Pledgor 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 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 Obligations, 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
Obligations, 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
Obligations shall be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.
17. Miscellaneous. (a) Lender may execute any of its
-------------
duties hereunder by or through agents or employees and shall be
entitled to advice of counsel concerning all matters pertaining to its
duties hereunder.
(b) Neither Lender nor any of its officers, directors,
employees, agents or counsel shall be liable for any action lawfully
taken or omitted to be taken by it or them hereunder or in connection
herewith, except for its or their own negligence or willful
misconduct.
(c) THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS
SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF, AND BE
ENFORCEABLE BY, LENDER AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS IN EFFECT IN THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO PRINCIPLES OF CONFLICT OF LAWS, 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 LENDER AND PLEDGOR.
18. 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 affect those portions of this Agreement which are valid.
19. 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 telecopy and confirmed by telecopy
answerback, addressed as follows:
(a) If to Lender, at:
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇ ▇▇▇▇▇
Telecopy Number: 0181 661 0205
with a copy to:
Weil, Gotshal & ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
Telecopy Number: 0171 426 1000
(b) If to Pledgor, at its address specified in Schedule I
With a copy to:
Manatt, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopy Number: ▇▇▇ ▇▇▇ ▇▇▇▇
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 on the date on which personally delivered, with receipt
acknowledged, telecopied and confirmed by telecopy answerback, or
seven (7) Business Days after the same shall have been deposited (i)
in the United States mail (in the case of notice being given by the
Pledgor or any other Person located in the United States) or (ii) in
the United Kingdom mail (in the case of notice being given by the
Lender or any other Person located in the United Kingdom). 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.
20. 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.
21. Counterparts. This Agreement may be executed in any
------------
number of counterparts, which shall, collectively and separately,
constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Non-Recourse Guaranty and Pledge Agreement to be duly executed as of
the date first written above.
INTEK DIVERSIFIED CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President
Accepted and Acknowledged by:
SECURICOR COMMUNICATIONS LIMITED
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇.▇. ▇▇▇▇▇▇▇▇▇
Title: Director
SCHEDULE I
Attached to and forming a part of that certain Non-Recourse
Guaranty and Pledge Agreement dated as of September 19, 1996 by
Pledgor to Securicor Communications Limited.
Number of
Shares
Name and Address Class of Certificate Number of Issued and
of Pledgor Issuer Stock Number(s) Shares Outstanding
---------------- ------ -------- ----------- --------- -----------
Intek Diversified Corporation Midland USA, Inc. Common 1 100 100
970 West 190th Street Stock, par
Suite 970 value $0.01
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SCHEDULE II
to the Non-Recourse Guaranty and Pledge Agreement
PLEDGE AMENDMENT
This Pledge Amendment, dated ____________, 19__ is delivered
pursuant to Section 7(d) of the Non-Recourse Guaranty and Pledge
Agreement referred to below. The undersigned hereby agrees that this
Pledge Amendment may be attached to that certain Non-Recourse Guaranty
and Pledge Agreement, dated as of September 19, 1996 by the
undersigned and others, as Pledgor, to Securicor Communications
Limited, and that the Pledged Shares listed on this Pledge Amendment
shall be and become a part of the Pledged Collateral referred to in
said Non-Recourse Guaranty and Pledge Agreement and shall secure all
Secured Obligations referred to in said Non-Recourse Guaranty and
Pledge Agreement.
INTEK DIVERSIFIED CORPORATION
By:
---------------------------
Name:
Title:
Number of
Shares
Name and Address Class of Certificate Number of Issued and
of Pledgor Issuer Stock Number(s) Shares Outstanding
---------------- ------ -------- ----------- --------- -----------
Intek Diversified Corporation Midland USA, Inc. Common
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Stock, par
Suite 970 value $0.01
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
NYFS09...:\73\73273\0003\1224\AGR8116W.53G