SECURITY AND PLEDGE AGREEMENT
THIS AGREEMENT made as of November 14, 1998, by and among NELLIE TIPPERY
residing at 219 E. Wiser Lake Rd. Lynden Wash. 98264 (TIPPERY), JEAN HICKMAN,
residing at 3780 SW 19 th Street, Fort Lauderdale, FL 33312, (HICKMAN), ALICIA
TORREALBA, residing at 1965 South Ocean Drive, Apartment 2J, Hallandale, Fl.
33309, (TORREALBA), and VISTA VACATIONS INTERNATIONAL. INC., conducting business
at 6645 Northwest 48th Manor, Coral Springs, Fl. 33067 (VISTA)
RECITALS
Whereas, TIPPERY, HICKMAN, and TORREALBA are Members of VISTA VACATIONS
INTERNATIONAL INC., and are parties to that certain Shareholders Agreement dated
as of November 13, 1998, whereunder TIPPERY has lent to VISTA VACATIONS
INTERNATIONAL INC, the sum of $100,000.00 as and for working capital for the
conduct of its business (the "VISTA VACATIONS INTERNATIONAL LOAN"); and,
WHEREAS, VISTA VACATIONS INTERNATIONAL, INC., has executed a promissory
note to repay the VISTA VACATIONS INTERNATIONAL LOAN and a security agreement
and financing to collateralize said loan; and,
WHEREAS, NADLER as majority shareholder and CEO of VISTA VACATIONS
INTERNATIONAL, INC., and as parties to that certain Shareholders Agreement of
even date, whereunder TIPPERY has lent VISTA VACATIONS INTERNATIONAL INC., the
sum of $100,000.00 for which collateral is given as security hereunder (the
VISTA LOAN) and
WHEREAS NADLER as majority shareholder and CEO, on behalf of the
corporation, VISTA VACATIONS INTERNATIONAL, INC., has executed the promissory
note to repay the VISTA VACATIONS INTERNATIONAL, Inc. LOAN and to collateralize
the said loan hereunder.
NOW THEREFORE, in consideration of the foregoing premises and of the mutual
promises herein set forth, the parties agree as follows:
1. Secured Obligations. The obligations of VISTA VACATIONS INTERNATIONAL for
which Collateral is held hereunder ("Secured Obligations") are the
Promissory Notes annexed hereto collectively as Exhibit "A".
2. Collateral. Contemporaneously herewith, VISTA VACATIONS INTERNATIONAL, INC.
has delivered to TIPPERY the stock certificate and certificate of
ownership, listed below, each representing the indicated number of shares
of the capital stock of VISTA VACATIONS INTERNATIONAL INC., (Share
Certificate") together with a stock power for each Share Certificate
executed in blank with the ownership interest of HICKMAN, TORREALBA and
VISTA VACATIONS INTERNATIONAL., ("Certificate of Ownership") together with
a duly executed assignment and power of transfer executed in blank
(collectively the "Transfer Powers") The Share Certificate and Certificate
of Ownership and accompanying Transfer Powers are sometimes hereinafter
referred to as "Collateral Documents", and the shares of stock evidenced by
the Share Certificate and the ownership interest evidenced by the
Certificate of Ownership as "Collateral". The Collateral shall also include
all distributions of cash and other property which may be made in respect
of the existing and future Collateral, including stock dividends as well as
all securities of any nature which may be issued in exchange therefor by
reason of any stock split, reorganization, merger recapitalization or other
event all of which shall be received in trust by VISTA VACATIONS
INTERNATIONAL (if VISTA VACATIONS INTERNATIONAL should come into possession
of the same) and to be delivered promptly to TIPPERY together with executed
stock powers, assignments or other appropriate instruments to facilitate
their transfer in the event of default.
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The Collateral Documents delivered to TIPPERY consist of the following
Share Certificate and Certificate of Ownership together with Transfer Powers:
Certificate Number Number of Shares Ownership Interest
1 20 1.333
2 20 1.333
3 320 21.33
3. Grant of Security Interest. VISTA VACATIONS INTERNATIONAL, INC., HICKMAN
and TORREALBA hereby grants to TIPPERY a security interest in the
Collateral, present and future, to secure due and prompt payment and
performance of the Secured Obligations. TIPPERY and any officer or Member,
as the case may be, are irrevocably authorized by VISTA VACATIONS
INTERNATIONAL, INC. to complete the Transfer Powers in order to effect
transfer of Collateral in the event of a breach or default in respect of
the Secured Obligations.
4. Default. In the event of a default in respect of the Secured Obligations,
in addition to any and all other available remedies, TIPPERY shall have the
right to sell so much of the Collateral as shall be necessary to pay all
costs and expenses and to satisfy the Secured Obligations. The proceeds of
sale or disposition of the Collateral shall be applied as follows:
First, toward payment of all costs of taking possession of and selling the
Collateral. Second, to pay in full all amounts due by reason of the breach
or default with respect to the Secured Obligations or any of them.
Third, the balance, and the remaining Collateral Documents, if any, shall
be refunded and returned to VISTA VACATIONS INTERNATIONAL, INC. upon
receipt of an unqualified general release.
5. Procedure Following Default.
A. TIPPERY shall notify VISTA VACATIONS INTERNATIONAL, INC., HICKMAN and
TORREALBA in writing of any breach or default on the part of VISTA
VACATIONS INTERNATIONAL, INC. with respect to any Secured Obligations,
stating the nature of the breach or default ("Default Notice"). Unless
TIPPERY shall receive notice from VISTA VACATIONS INTERNATIONAL, INC.
within ten (10) business days after receipt of the Default Notice,
contesting the existence of the default and specifically stating the
basis for such objection, TIPPERY shall have the right, immediately,
to liquidate or otherwise realize on the Collateral. TIPPERY shall
have the right to sell or dispose of the Collateral in any lawful and
commercially reasonable manner consistent with applicable provisions
of the Uniform Commercial Code as in effect in the State having
Jurisdiction over the Collateral, at a public or private sale pursuant
to prior written notice to VISTA VACATIONS INTERNATIONAL, INC. of
fifteen (15) days or more. TIPPERY shall have the right to purchase
all or any part of the Collateral at any such public sale, with the
same force and effect as if TIPPERY were a disinterested purchaser.
The process of the sale shall be applied pursuant to Paragraph 4
hereof. If the net proceeds from sale of the Collateral, after payment
of expenses as provided in Paragraph 4, shall be insufficient to pay
and discharge the Secured Obligation in full, VISTA VACATIONS
INTERNATIONAL, INC. shall remain liable for the deficit.
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B. If TIPPERY shall receive a notice from VISTA VACATIONS INTERNATIONAL,
INC. within five (5) business days after receipt of a Default Notice,
setting forth a bona fide and good faith basis for contesting the
Default Notice, as hereinabove provided, TIPPERY shall defer its sale
or liquidation of the Collateral for a period of twenty (20) days to
permit VISTA VACATIONS INTERNATIONAL, INC. to commence judicial
proceedings. IF VISTA VACATIONS INTERNATIONAL, INC. shall succeed, by
judicial proceedings or otherwise, in delaying the liquidation or sale
of Collateral, VISTA VACATIONS INTERNATIONAL, INC. shall be liable for
interest during the period form the time of her notice contesting the
default until payment of the damages at a rate equal to four (4%)
percent above the "prime" rate as set forth on that day as published
in The Wall Street Journal.
6. VISTA VACATIONS INTERNATIONAL, INC.'S Representations, VISTA VACATIONS
INTERNATIONAL, INC. makes the following representations to TIPPERY:
A. VISTA VACATIONS INTERNATIONAL, INC. owns and holds the Collateral free
and clear of any and all liens, claims and security interests of any
nature whatsoever other than the security interested granted to
TIPPERY hereunder
B. VISTA VACATIONS INTERNATIONAL, INC. has unrestricted power and
authority to enter into this Agreement and o deliver and pledge the
Collateral and perform their obligations pursuant to this Agreement
and such acts by VISTA VACATIONS INTERNATIONAL, INC. do not violate
any law, rule, regulation, order, injunction or decree by any
governmental body or agency or of any Court, nor any agreement to
which VISTA VACATIONS INTERNATIONAL, INC. is a party or by which VISTA
VACATIONS INTERNATIONAL, INC. or the collateral are bound. C. The
Collateral is duly and validly issued and outstanding and non
assessable. Upon lawful sale of the Collateral or any part thereof
following default TIPPERY is duly authorized and empowered to transfer
and will have transferred good title to the purchaser(s) thereof free
of all claims liens and security interests.
7. Notices. Notices hereunder shall be given by certified mail, return receipt
requested, or by overnight mail or Federal Express or similar overnight
delivery service by a reputable carrier which obtains and provides delivery
receipts, addressed to the parties at their respective addresses set forth
at the head of this agreement or at such substituted address as any party
may from time to time designate for such purpose by notice given in like
manner to the other(s).
8. Counterparts. This Agreement may be executed in any number of counterparts
and may either contain original signatures or facsimile(s) or original
signatures with the same effect as if all parties hereto had all signed the
same document. All counterparts will be construed together and will
continue one (1) agreement.
9. Binding Effect, This Agreement, and the rights and obligations of the
parties arising hereunder shall be binding upon and shall inure to the
benefit of the parties and their respective heirs, administrators, personal
representatives and assigns
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IN WITNESS WHEREOF, the parties have executed this Agreement or have caused
their duly authorized officers to execute this Agreement and to affix their
seals hereunto as of the day and year first above written.
WITNESS
/s/ Teri Nadler
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VISTA VACATIONS INTERNATIONAL, INC.
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NELLIE TIPPERY
/s/ Jean Hickman
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JEAN HICKMAN
/s/ Alicia Torrealba
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ALICIA TORREALBA
EXHIBIT "A"
Promissory Note from VISTA VACATIONS INTERNATIONAL, INC. to NELLIE TIPPERY dated
November 13, 1998
Promissory Note from JEAN HICKMAN to NELLIE TIPPERY dated November 13, 1998
Promissory Note from ALICIA TORREALBA to NELLIE TIPPERY dated November 13, 1998
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