EXHIBIT 10.15
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STOCK PLEDGE AGREEMENT
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This Agreement dated effective September 8th, 2003, and granted by
PALWEB CORPORATION, an Oklahoma corporation (the "Pledgor"), to 1607 COMMERCE
LIMITED PARTNERSHIP, a Texas limited partnership (the "Lessor").
Concurrently herewith, Pledgor has executed separate Guaranty
obligations (the "Guarantees") guaranteeing the obligations of its subsidiary,
Plastic Pallet Production, Inc., a Texas corporation ("PPP") on (i) Lease
Agreement of real estate located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇,
and (ii) Equipment Lease covering certain equipment and leasehold improvements
at that location.
As used herein, "UCC" shall mean the Uniform Commercial Code of
Oklahoma, as amended and in effect as of the date hereof, as the context may
require.
1. Pledge and Security Interest. As security for the due and
punctual payment of all indebtedness of the Pledgor to the Lessor arising under
the Guarantees, and each of them, including all extensions, renewals and changes
in the form thereof, whether for principal, interest, premiums, fees, expenses
or otherwise as well as all future advances or obligations owed to the Lessor
(including without limitation) direct, indirect, contingent, joint, several,
joint and several or howsoever created (all such indebtedness and obligations
being herein sometimes referred to as the "Obligations"), together with any and
all expenses which may be incurred by the Lessor in collecting any or all of the
Obligations or in enforcing any rights hereunder (all such expenses being
hereinafter referred to as the "Expenses") (the "Obligations" and the "Expenses"
shall also be part of the "Secured Obligations"), the Pledgor hereby pledges,
assigns, transfers, sets over and delivers unto and for the benefit of the
Lessor the certificates for the Pledged Securities listed on Exhibit "A," with
stock powers covering such certificates executed in blank, together with shares
represented thereby and all cash securities, dividends or other property at any
time and from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares (all collectively
referred to herein as the "Pledged Securities").
TO HAVE AND TO HOLD the Pledged Securities, together with all
rights, titles, interests, powers, privileges and preferences appertaining or
incidental thereto, including all cash proceeds received in respect to the
Pledged Securities and all securities delivered in substitution or addition to
the foregoing Pledged Securities, unto the Lessor, its successors and assigns,
forever as security for the Secured Obligations subject, however, to the terms,
covenants and conditions hereinafter set forth.
2. Representations and Warranties. The Pledgor represents and
warrants as follows:
(a) The Pledged Securities have been validly authorized and issued,
are fully paid and non-accessible and the Pledgor owns the same
beneficially free and clear of any liens, charges or
encumbrances thereon or affecting the title thereto.
(b) The Pledgor has good right and lawful authority to pledge and
deposit the Pledged Securities as provided herein and warrants
and will preserve and defend all right, title and interest in
and to the Pledged Securities delivered to the Lessor hereunder
against the claims of all persons, and will maintain and
preserve the lien hereof as long as this Agreement shall remain
in full force and effect.
3. Appointment of the Lessor; Registration in Nominee Name. The
Lessor shall have the right and absolute discretion to appoint one or more
agents for the purpose of retaining physical possession of the certificates
representing or evidencing the Pledged Securities, which may be held in the name
of the Pledgor, endorsed or assigned in blank in favor of the Lessor. In
addition to all other rights possessed by the Lessor, the Lessor may, from time
to time after the occurrence of an uncured default under the Guarantees, or
either of them (the "Default") (hereinafter defined) or an event which with the
giving of notice or the lapse of time, or both, would be a Default, at the
Lessor's sole discretion and without notice to the Pledgor, take any or all of
the following actions: (a) execute the blank stock power to authorize transfer
of the Pledged Securities; (b) transfer all or any part of the Pledged
Securities into the name of the Lessor or its nominee for public or private
sale; (c) take control of any proceeds of any of the Pledged Securities; and (d)
exchange certificates or instruments representing or evidencing the Pledged
Securities for certificates or instruments of smaller or larger denominations
for any purpose consistent with its performance of this Agreement.
4. Voting Rights, Dividends, Replacement of Pledged Securities.
(a) So long as there has not occurred an uncured default, the
Pledgor shall be entitled to exercise any and all voting rights
and powers relating or pertaining to the Pledged Securities or
any part thereof for any purpose not inconsistent with the
terms of this Agreement.
(b) Unless the Lessor expressly consents in writing, the Pledgor
shall not receive and not be entitled to retain any and all
stock and/or stock dividends in respect of the Pledged
Securities, whether resulting from a subdivision, combination
or reclassification of the outstanding capital stock of the
issuer thereof or received in exchange for the Pledged
Securities, or any part thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which
such issuer or the Pledgor may be a party or otherwise. Any and
all cash dividends and distributions and other property
received in respect of the Pledged Securities or in payment of
the principal of or in redemption of or in exchange for any
Pledged Securities (either at maturity, upon call for
redemption or otherwise), shall become part of the Pledged
Securities and delivered to the Lessor or, if received by the
Pledgor, shall be held in trust for the benefit of the Lessor
and shall forthwith be delivered to the Lessor or its
designated agent (accompanied by
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proper instruments of assignment and/or stock powers executed
by the Pledgor in accordance with the Lessor's instructions) to
be held subject to the terms of this Agreement.
(c) Upon the occurrence of an uncured Default, at the option of the
Lessor, all rights of the Pledgor to exercise the voting rights
and powers which it is entitled to exercise shall cease and all
such rights shall thereupon become vested in the Lessor, which
shall have the sole and exclusive right and authority to
exercise such voting and/or consensual rights and powers. After
the occurrence of a Default, the Lessor shall receive and be
entitled to retain as collateral any and all cash dividends and
distributions, if any, paid in respect of the Pledged
Securities. Any and all money and other property paid over to
or received by the Lessor pursuant to the provisions of
subsection (b) above shall be retained by the Lessor as part of
the Pledged Securities and be applied in accordance with the
provisions hereof.
5. Remedies Upon Default. Upon the occurrence of an uncured Default
in the payment of the Secured Obligations when due (whether by acceleration or
otherwise), then, in addition to having the right to exercise any rights and
remedies of a secured party upon default under the Uniform Commercial Code in
effect in the State of Oklahoma, the Lessor may, without being required to give
any notice to the Pledgor, apply the cash (if any) then held by it hereunder to
the payment in full of the Secured Obligations and all other indebtedness
referred to in the order and manner specified therein. If there shall be no such
cash or the cash so applied shall be insufficient to pay all Obligations in
full, the Lessor may thereupon sell the Pledged Securities, or any part thereof,
and shall apply the proceeds of such sale to the payment in full of the Secured
Obligations and all other indebtedness referred herein in the order and manner
specified therein.
If the Pledgor commences the cure of a Default which requires more
than fifteen (15) days and the Pledgor has immediately initiated steps which are
reasonably sufficient to cure such Default and continues to take reasonable and
necessary steps to cure the Default, the Pledgor may continue to cure the
Default beyond any cure period so long as the event of default is capable of
being cured within a reasonable time and the Pledgor continues in good faith to
effect a cure.
6. Sale of the Pledged Securities.
(a) Notwithstanding anything to the contrary herein, sale of the
Pledged Securities may be made at any public or private sale,
for cash, upon credit or for future delivery, as the Lessor
shall deem appropriate in a commercially reasonable manner. The
Lessor shall be authorized at any such sale (to the extent it,
in its sole discretion, deems advisable) to restrict the
prospective bidders or purchasers to persons who will represent
and agree that they are purchasing the Pledged Securities then
being sold for their own account for investment and not with a
view to the distribution or resale thereof, and upon
consummation of any such sale the Lessor shall have the right
to assign, transfer and deliver to the purchaser or purchasers
thereof the Pledged Securities sold. Each such purchaser at any
such
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sale shall hold the property purchased absolutely free from any
claim or right on the part of the Pledgor. The Lessor shall
give the Pledgor at least fifteen (15) days' written notice of
the Lessor's intention to make any such public or private sale.
Such notice, in case of public sale, shall state the time and
place fixed for such sale. Any such public sale shall be held
at such time or times within ordinary business hours and at
such place or places as the Lessor may fix in the notice of
such sale. At any such sale, the Pledged Securities, or portion
thereof, to be sold may be sold in one lot as an entirety or in
separate parcels, as the Lessor may, in its sole discretion,
determine, and the Lessor may bid (which bid may be, in whole
or in part, in the form of cancellation of indebtedness) for
and purchase the whole or any part of the Pledged Securities.
The Lessor shall not be obligated to make any sale of the
Pledged Securities if it shall determine not to do so,
regardless of the fact that notice of sale of the Pledged
Securities may have been given. The Lessor may, after notice or
publication as required by law, adjourn any public or private
sale, or cause the same to be adjourned from time to time by
announcement at the time and place fixed for sale; and such
sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case sale of all or any
part of the Pledged Securities is made on credit or for future
delivery, the Pledged Securities so sold may be retained by the
Lessor until the sale price is paid by the purchaser or
purchasers thereof, but the Lessor shall not incur any
liability in case any such purchaser or purchasers shall fail
to take up and pay for the Pledged Securities so sold and, in
the case of any such failure, such Pledged Securities may be
sold again upon like notice. As an alternative to the Lessor's
right to sell hereunder or under the Uniform Commercial Code,
the Lessor may proceed by suit or suits at law or in equity to
foreclose this Agreement and to sell the Pledged Securities, or
any portion thereof, pursuant to a judgment or decree of a
court or courts of competent jurisdiction.
(b) The Pledgor understands that compliance with federal or state
securities laws may strictly limit the course of conduct of the
Lessor if the Lessor were to attempt to dispose of all or any
part of the Pledged Securities and may also limit the extent to
which or the manner in which any subsequent transferee of the
Pledged Securities may dispose of the same. The Pledgor agrees
that in any sale of any of the Pledged Securities, the Lessor
is hereby authorized to comply with any such limitation or
restriction in connection with such sale as it may be advised
by counsel is necessary to avoid violation of applicable law
(including, without limitation, compliance with such procedures
as may restrict the number of prospective bidders and
purchasers and/or further restrict such prospective bidders or
purchasers to persons who will represent and agree that they
are purchasing for their own account for investment and not
with a view to the distribution or resale of such Pledged
Securities), or in order to obtain any required approval of the
sale or of the purchaser by any governmental regulatory
authority or official, and the Pledgor further agrees that such
compliance shall not result in such sale being considered or
deemed not to have been made in a commercially reasonable
manner, nor shall the Lessor be liable or accountable to the
Pledgor for any
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discount allowed by reason of the fact that such Pledged
Securities are sold in compliance with any such limitation or
restriction.
7. Application of Proceeds of the Pledged Securities Sale. The
Lessor shall apply all cash held by it pursuant to Section 4 hereof and the
proceeds of sale of the Pledged Securities as follows:
First: to the payment of the Expenses, including but not limited to
the costs and expenses of such sale or the collection of such cash,
including the out-of-pocket expenses of the Lessor and the
reasonable fees and out-of-pocket expenses of counsel employed in
connection therewith, and to the payment of all advances made by the
Lessor for the account of the Pledgor hereunder and the payment of
all costs and expenses incurred by the Lessor in connection with the
administration and enforcement of this Agreement;
Second: to the payment of the Obligations; and
Third: the balance, if any, of such proceeds shall be paid to the
Pledgor or its assigns, or as a court of competent jurisdiction may
direct.
8. The Lessor Appointed Attorney-in-Fact. The Pledgor hereby
appoints the Lessor the Pledgor's attorney-in-fact for the purpose of carrying
out the provisions of this Agreement and taking any action and executing any
instrument which the Lessor may deem necessary or advisable to accomplish the
purposes hereof, which appointment is irrevocable and coupled with an interest.
Without limiting the generality of the foregoing, the Lessor shall, to the
extent permitted herein, have the right and power to receive, endorse and
collect all checks and other orders for the payment of money made payable to the
Pledgor representing any dividend, interest payment or other distribution
payable or distributable in respect of the Pledged Securities or any part
thereof and to give full discharge for the same.
9. Miscellaneous.
(a) No Waiver. No failure on the part of the Lessor to exercise,
and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right, power or remedy
by the Lessor preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. All remedies
hereunder are cumulative and not exclusive of any other
remedies provided by law. The Lessor may extend or renew the
Obligations and grant releases, compromises or indulgences with
respect to the Secured Obligations, any extension or renewal
thereof, any security therefor, to any obligor hereunder or
thereunder, and no such action shall impair the Lessor's rights
hereunder.
(b) Termination. This Agreement shall terminate when the Secured
Obligations have been fully performed and paid, at which time
the Lessor shall reassign and redeliver (or cause to be so
reassigned and redelivered) to the Pledgor, without
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recourse or warranty and at the expense of the Pledgor against
receipt, such of the Pledged Securities (if any) as shall not
have been sold or otherwise applied by the Lessor pursuant to
the terms hereof and which is still held by the Lessor
hereunder, together with appropriate instruments of
reassignment and release.
(c) Addresses for Notices, Etc. All notices, requests, demands,
directions and other communications provided for hereunder
shall be in writing (including telegraphic communication) and
mailed, telegraphed or delivered as set out in the Guarantees,
or, as to any party, to such other address as such party shall
specify by a notice in writing to the other parties.
(d) Further Assurances. The Pledgor agrees to do such further
reasonable acts and things, and to execute and deliver such
additional conveyances, assignments, agreements and instruments
as the Lessor may at any time request in connection with the
administration or enforcement of this Agreement (including,
without limitation, to aid the Lessor in the sale of all or any
part of the Pledged Securities) or related to the Pledged
Securities or any part thereof or in order better to assure and
confirm unto the Lessor its rights, powers and remedies
hereunder. The Pledgor hereby consents and agrees that the
issuer of the Pledged Securities, or any registrar or transfer
agent for any of the Pledged Securities, shall be entitled to
accept the provisions hereof as conclusive evidence of the
right of the Lessor to affect any transfer pursuant to Section
2, notwithstanding any other notice or direction to the
contrary heretofore or hereafter given by the Pledgor or any
other person to such issuer or to any such registrar or
transfer agent.
(e) Binding Agreement; Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, their
respective successors and assigns, except that the Pledgor
shall not be permitted to assign this Agreement or any interest
herein or in the Pledged Securities, or any part thereof, or
otherwise pledge, encumber or grant any option with respect to
the Pledged Securities, or any part thereof, or any cash or
property held by the Lessor as Pledged Securities under this
Agreement.
(f) Governing Law; Amendments. This Agreement shall be governed by
the laws of the State of Oklahoma. No provision of this
Agreement may be amended, waived or modified, nor may any of
the Pledged Securities be released, unless specifically
provided for herein, except in writing signed by the Lessor.
(g) Headings. Paragraph headings used herein are for convenience
only and shall not affect the construction of this Agreement.
(h) Jurisdiction; Venue. The Pledgor agrees that the exclusive
jurisdiction to resolve any disputes in law or in equity
arising out of this Agreement shall be in the state courts
sitting in Tulsa County, Oklahoma or federal courts sitting in
the Northern
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District of Oklahoma, and the Pledgor submits to the
jurisdiction of the such courts, waiving all obligations to
venue.
(i) Counterparts. This Agreement may be executed in counterpart (or
by facsimile signature with the original signature page to be
delivered thereafter) and each counterpart shall constitute an
original as if each signature is contained on a single
document.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
PALWEB CORPORATION, an Oklahoma
corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
"Pledgor"
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All annexes to this agreement are omitted from this Exhibit. The registrant will
furnish supplementally a copy of any omitted annex to the Commission upon
request.