Exhibit 10.1
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT is entered into on the 30th day of
June, 1999 between:
ORESA VENTURES N.V., a company organized and existing under the laws of
the Netherlands Antilles, with registered offices at Scharlooweg 81,
Curacao, the Netherlands Antilles and CELOX S.A., a company organized
existing under the laws of Luxembourg, with registered offices at Avenue
Pasteur 3, L-2311 Luxembourg ("Buyers");
and
BALTIC INTERNATIONAL USA, INC., a corporation organized and existing
under the laws of the state of Texas, USA, with principal offices at 5151
San Felipe, Suite 1661, Houston, Texas 77056, USA ("Seller").
WHEREAS, AIRO Catering Services, Sweden A.B. is a private limited
liability company organized under the laws of Sweden, having a registration
number 556535-6028, with an address at Box 216, 19047 Stockholm Arlanda,
Sweden (the "Company");
WHEREAS, the Company has an authorized share capital of 100,000 SEK which
is made up of one class and one series of shares divided into 1,000 SEK shares
of 100 SEK par value each (the "Shares"), of which 1,000 Shares are currently
issued and outstanding;
WHEREAS, Seller is the registered and beneficial owner of 459 Shares,
constituting approximately 45.9% of the issued and outstanding Shares, TOP
Flight Catering AB, a company organized and existing under the laws of Sweden
("TOPflight"), is the registered and beneficial owner of 491 Shares,
constituting approximately 49.1% of the issued and outstanding Shares and LSG
Lufthansa Service Europa/Afrika GmbH, a company organized and existing under
the laws of the Federal Republic of Germany ("LSG") is the registered and
beneficial owner of 50 Shares, consisting approximately 5.0% of the issued and
outstanding Shares;
WHEREAS, Seller desires to sell, and Buyers desire to purchase, 230 of
the Shares (the "Sale Shares") at the price and upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby
agree as follows:
1. DEFINITIONS
For all purposes of this Purchase Agreement, certain capitalized terms
specified in Exhibit A, except as otherwise expressly provided.
2. SALE AND PURCHASE OF SHARES
2.1. Sale and Purchase of Shares
On the basis of the representations, warranties and agreements
contained herein, and subject to the terms and conditions hereof, Seller
agrees to sell to Buyers, and Buyers agree to purchase from Seller, the Sale
Shares for:
(i) cash of US$250,000 (two hundred fifty thousand US dollars);
(ii) the aggregate of 6,250,000 common shares and 6,250,000 stock
warrants of the Seller owned by the Buyers will be transferred to the Seller;
and
(iii) the Buyers will forgive any remaining interest and
principal on the US$2,000,000 loan under the Promissory Note dated September
29, 1997 to the Seller; provided, however, that the Buyers (or any of them)
will exercise the Option Set forth in Section 3 below (the "Option").
Consequently, this forgiveness will become effective on the date when, and
only if, the Shares set forth in Article 3 (the "Option Shares") have been
validly and irrevocably transferred to the Buyers under the provisions of
Exhibit B. Until this effective date, any remaining interest and principal
will be secured by a pledge of the Option Shares in accordance with the Share
Pledge Agreement attached hereto as Exhibit D and by any outstanding debts
from the Company to the Seller. The Seller agrees to execute such instruments
or agreements or other documents as may be required by the Buyers in order to
effectively grant to the Buyers the aforementioned security. The Buyers will
take no action to collect on the claim for any remaining interest and
principal for as long as the Option is outstanding, except for under
provisions provided in the Share Pledge Agreement of Exhibit D.
2.2. Payment of Purchase Price
At the Closing, Buyers shall deliver the Purchase Price consisting
of cash by wire transfer to a bank account designated by Seller.
3. OPTION TO PURCHASE REMAINING SHARES
Seller will provide the Buyers with an option to purchase the remaining
229 Shares for cash of US$1,145,000 (one million one hundred forty five
thousand US dollars). This option may not be exercised after September 30,
1999. The option agreement to be issued by the Seller shall be in the form of
the Purchase Option Agreement attached hereto as Exhibit B.
4. REPRESENTATIONS AND WARRANTIES
Seller and Buyers represent warrant as set forth in the Representations
and Warranties attached hereto as Exhibit C.
5. CLOSING
5.1. Closing of Sale and Purchase
The Closing shall take place upon the execution and delivery of
this Agreement on the date hereof.
5.2. Deliveries by Seller
At the Closing, Seller shall deliver to Buyers:
(i) certificates representing the Sale Shares, if any, with
appropriate share transfer forms and such endorsements or other documentation
as may be required to transfer title in the Sale Shares to Buyers;
(ii) a copy of all necessary resolutions adopted by the Board of
Directors of Seller authorizing the transactions contemplated by this Purchase
Agreement
(iii) an executed Purchase Option Agreement in the form attached
hereto as Exhibit B; and
(iv) an executed Share Pledge Agreement in the form attached
hereto as Exhibit D and certificates representing the Option Shares, if any,
(to be deposited with the Buyers under the Share Pledge Agreement) or other
documentation as may be required to perfect the pledge of the Option Shares.
5.3. Deliveries by Buyers
At the Closing and subject to Section 5.2, Buyers shall deliver
the following to Seller:
(i) the Purchase Price in accordance with Section 2.2;
(ii) certificates representing an aggregate of 6,250,000 shares
of the Seller's common stock and agreements representing an aggregate of
6,250,000 of the Seller's stock warrants; and
(iii) a copy of all necessary resolutions adopted by the
respective Board of Directors of Buyers, authorizing the transactions
contemplated by this Purchase Agreement.
6. SURVIVAL OF REPRESENTATIONS; RELEASES; AND REMEDIES
6.1. Survival of Representations
All representations, warranties, covenants, indemnities and other
Agreements made by any party to this Purchase Agreement herein or pursuant
hereto shall survive the Closing and any investigation, audit or inspection at
any time made by or on behalf of any party hereto.
6.2. Releases
6.2.1 Releases by Seller
Seller will release the Buyers from any and all claims in
connection with the purchase and sale of Seller's common shares and stock
warrants and this sale of shares of the Company. Additionally, Seller will
release Jonas af Jochnick and Adolf af Jochnick for any and all claims
resulting from their past roles as directors of the Seller.
6.2.2 Releases by Buyers
Buyers will release Seller from any and all claims in
connection with the purchase and sale of Seller's common shares and stock
warrants and in this purchase of the Sale Shares of the Company.
6.3. Remedies
The remedies provided herein shall be cumulative and shall not
preclude the assertion by Seller or Buyers of any other rights or the seeking
of any other remedies, including specific performance, against the other, or
their respective successors or assigns.
7. MISCELLANEOUS
7.1. Additional Actions and Documents
Each of the parties hereto hereby agrees to take or cause to be
taken such further actions, to execute, deliver and file or cause to be
executed, delivered and filed such further Documents, and will obtain such
consents, as may be necessary or as may be reasonably requested in order to
fully effectuate the purposes, terms and conditions of this Purchase
Agreement.
7.2. Expenses
Except as may otherwise be provided hereunder, each party hereto
shall pay its own expenses incident to this Purchase Agreement and the
transactions contemplated hereunder.
7.3. Assignment
No party hereto shall assign any of its rights and obligations
under this Purchase Agreement, in whole or in party, whether by operation of
law of otherwise, without the prior written consent of the other party hereto,
and any such assignment contrary to the terms hereof shall be null and void
and of no force and effect. In no event shall the assignment by a party
hereto of its respective rights or obligations under this Purchase Agreement
release such party from its liabilities and obligations hereunder.
7.4. Entire Agreement; Amendment
This Purchase Agreement, including the Exhibits and other
Documents referred to herein or furnished pursuant hereto, constitutes the
entire Agreement among the parties hereto with respect to the transactions
contemplated herein, and its supersedes all prior oral or written Agreements,
commitments or understandings with respect to the matters provided for herein.
No amendment, modification or discharge of this Purchase Agreement shall be
valid or binding unless set forth in writing and duly executed and delivered
by the party against whom enforcement of the amendment, modification or
discharge is sought.
7.5. Waiver
No delay or failure on the part of any party hereto in exercising
any right, power or privilege under this Purchase Agreement or under any other
Documents furnished in connection with or pursuant to this Purchase Agreement
shall impair any such right, power or privilege or be construed as a waiver of
any default or any acquiescence therein. No single or partial exercise of any
such right, power or privilege shall preclude the further exercise of such
right, power or privilege, or the exercise of any other right, power or
privilege. No waiver shall be valid against any party hereto unless made in
writing and signed by the party against whom enforcement of such waiver is
sought and then only to the extent expressly specified therein.
7.6. Consent to Jurisdiction
7.6.1. Jurisdiction
This Purchase Agreement and the duties and obligations of
Buyers and Seller hereunder shall be enforceable against Buyers and Seller in
the courts of Houston, Texas. For such purpose, Buyers and Seller each hereby
irrevocably submits to the non-exclusive jurisdiction of such courts, and
agrees that all claims in respect of this Purchase Agreement may be heard and
determined in any of such courts.
7.6.2. Enforceability
Buyers and Seller each hereby irrevocably agrees that a
final judgment of any of the courts specified above in any action or
proceeding relating to this Purchase Agreement shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.
7.7. Governing Law
This Purchase Agreement, the rights and obligations of the parties
hereto, and any claims or disputes relating thereto, shall be governed by and
construed in accordance with the laws of Houston, Texas (but excluding the
choice-of-law rules thereof).
7.8. Severability
If any part of any provision of this Purchase Agreement or any
other Agreement or Document given pursuant to or in connection with this
Purchase Agreement shall be invalid or unenforceable in any respect, such part
shall be ineffective to the extent of such invalidity or unenforceability
only, without in any way affecting the remaining parts of such provision or
the remaining provisions of this Purchase Agreement.
7.9. Notices
All notices demands, requests, or other communications which may
be or are required to be given, served, or sent by any party to any other
party pursuant to this Purchase Agreement shall be in writing and shall be
hand delivered, sent by overnight courier or mailed by first-class, registered
or certified post, return receipt requested, postage prepaid, or transmitted
by telegram, fax or telex, addressed as follows:
(i) If to Buyers:
Oresa Ventures N.V. Celox S.A.
Waterloo Office Park Waterloo Office Park
Building O Building O
Dreve de Richelle 161 Dreve de Richelle 161
1410 Waterloo 1410 Waterloo
Belgium Belgium
Fax: +32 2 357 55 05 Fax: +32 2 357 55 05
(ii) If to Seller:
Baltic International USA, Inc.
5151 San Felipe, Suite 1661
Houston, Texas 77056
USA
Fax: +1 713-961-9298
Each party may designate by notice in writing a new address to which any
notice, demand, request or communication may thereafter be so given, served or
sent. Each notice, demand, request, or communication which shall be hand
delivered, sent, mailed, faxed or telexed in the manner described above, or
which shall be delivered to a telegraphy company, shall be deemed sufficiently
given, served, sent, received or delivered for all purposes at such time as it
is delivered to the addressee (with the return receipt, the delivery receipt,
or (with respect to a fax or telex) the answer back being deemed conclusive,
but not exclusive, evidence of such delivery) or at such time as delivery is
refused by the addressee upon presentation.
7.10. Headings
Article and Section headings contained in this Purchase Agreement
are inserted for convenience of reference only, shall not be deemed to be a
part of this Purchase Agreement for any purpose, and shall not in any way
define or affect the meaning, construction or scope of any of the provisions
hereof.
7.11. Execution in Counterparts
To facilitate execution, this Purchase Agreement may be executed
in as many counterparts as may be required. It shall not be necessary that
the signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall
be sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
Agreement. It shall not be necessary in making proof of this Purchase
Agreement to produce or account for more than a number of counterparts
containing the respective signature of, or on behalf of, all of the parties
hereto.
7.12. Limitation on Benefits
The covenants, undertakings and agreements set forth in this
Purchase Agreement shall be solely for the benefit of, and shall be
enforceable only by, the parties hereto and their respective successors,
administrators, legal representatives and permitted assigns.
7.13. Binding Effect
Subject to any provisions hereof restricting assignment, this
Purchase Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors, administrators, legal
representatives and permitted assigns.
___________________________________________
IN WITNESS WHREOF, the parties hereto have caused this Purchase Agreement
to be duly executed on their behalf, on the day and year first above written.
ORESA VENTURES N.V. CELOX S.A.
By: /s/ Fredrik Ragmark By: /s/ Joans af Jochnick
------------------------------ -------------------------
Fredrik Ragmark Jonas af Jochnick
Managing Director Chairman
BALTIC INTERNATIONAL USA, INC.
By: /s/ David A. Grossman
----------------------------
David A. Grossman
President and Chief Financial Officer
EXHIBIT A
DEFINITIONS
"Agreement" means any concurrence of understanding and intention
between two or more persons or entities with respect
to their relative rights and/or obligations or with
respect to a thing done or to be done (whether or
not conditional, executory, express, implied, in
writing or meeting the requirements of contract),
including without limitation, contracts, leases,
promissory notes, covenants, easements, rights of
way, covenants, commitments, arrangements and
understandings.
"Article" means an Article of this Purchase Agreement.
"Buyers" has the meaning set out in the preamble to this
Purchase Agreement.
"Claims" means all demands, claims, actions or causes of
action, assessments, losses, damages (including,
without limitation, diminution in value),
liabilities, costs and expenses, including, without
limitation, interest, penalties and attorneys'
fees and disbursements.
"Closing" means the closing of the sale and purchase of the
Sale Shares pursuant to this Purchase Agreement.
"Company" has the meaning set out in the preamble to this
Purchase Agreement.
"Documents" means any paper or other material (including, without
limitation, computer storage media) on which is
recorded (by letters, numbers or other marks)
information that may be evidentially used,
including, without limitation, legal opinions,
mortgages, indentures, notes, instruments,
leases, Agreements, insurance policies, reports,
studies, financial statements (including, without
limitation, the notes thereto), other written
financial information, schedules, certificates,
charts, maps, plans, photographs, letters,
memoranda and all similar materials.
"Encumbrance" means any mortgage, lien, pledge, encumbrance,
security interest, deed of trust, option,
encroachment, reservation, order, decree, judgment,
condition, restriction, charge, Agreement, claim or
equity of any kind.
"Exhibit" means an exhibit attached to the Purchase Agreement.
"Laws" means all foreign, national and local statutes, laws,
ordinances, regulations, rules, resolutions, orders,
determinations, writs, injunctions, awards
(including, without limitation, awards of any
arbitrator), judgments and decrees applicable to
the specified persons or entities and to the
businesses and Assets thereof (including, without
limitation, Laws relating to securities
registration and regulation; the sale, leasing,
ownership or management of real property;
employment practices, terms and conditions, and
wages and hours; building standards, land use and
zoning; safety, health and fire prevention; and
environmental protection).
"Ordinary Course
of Business" means ordinary course of business consistent with
past practices and prudent business operations.
"Purchase Agreement" means this Share Purchase Agreement, including,
without limitation, all Exhibits hereto.
"Purchase Price" means the purchase price for the Sale Shares to be
sold and purchased pursuant to the Purchase
Agreement.
"Representations
and Warranties" means the representations and warranties attached
hereto as Exhibit C. For the avoidance of doubt, the
uncapitalized term "representations and
warranties" includes, but is not limited to, the
Representations and Warranties attached hereto as
Exhibit C.
"Sale Shares" means the Shares to be purchased by Buyers hereunder
pursuant to Article 2.
"Section" means a Section (or a subsection) of this Purchase
Agreement.
"Seller" has the meaning set out in the preamble to this
Purchase Agreement.
"Shares" has the meaning set out in the preamble to this
Purchase Agreement.
EXHIBIT B
PURCHASE OPTION AGREEMENT
Baltic International USA, Inc., a Texas corporation (the "Company"),
hereby grants to Oresa Ventures N.V., a company organized and existing under
the laws of the Dutch Antilles, with registered offices at Scharlooweg 81,
Curacao, Netherlands Antilles and Celox S.A., a company organized existing
under the laws of Luxenburg, with registered offices at Avenue Pasteur 3, L-
2311 Luxembourg (the "Optionees") an option (the "Purchase Option") to purchase
229 shares (the "Shares") of AIRO Catering Services, Sweden A.B., an
international business company organized under the laws of Sweden, having a
registration number 556535-6028, with an address at Box 216, 19047 Stockholm
Arlanda, Sweden ("AIRO"), at the price determined as provided herein.
1. Exercise Price. The exercise price of this Purchase Option is
$1,145,000 for 229 Shares of AIRO (the "Exercise Price").
2. Term of Option. This Purchase Option may not be exercised after
September 30, 1999 and may be exercised during such term only in accordance
with the terms and conditions of this Purchase Option Agreement.
3. Exercise of Option. This Purchase Option shall be exercisable during
its term as follows:
(i) Right of Exercise. This Purchase Option is exercisable at any
time during the term of this Purchase Option Agreement to acquire those 229
Shares of AIRO; provided, however, that this Purchase Option may only be
exercisable to acquire all 229 Shares.
(ii) Method of Exercise. This Purchase Option is exercisable by
delivery to the attention of the Secretary of the Company, no fewer than three
business days before the proposed effective date of exercise, of this Purchase
Option Agreement and a written notice, signed by the Optionees (or any of
them), specifying the effective date of such exercise. The Optionees may
withdraw notice of exercise of this Purchase Option at any time before close
of business on the business day preceding the proposed exercise date, and in
this instance, the Company will return this Purchase Option Agreement to the
Optionees.
(iii) Method of Payment. Payment of the Exercise Price for the
Shares purchased under this Purchase Option shall be delivered, by wire
transfer to a bank account designated by Seller immediately after delivery to
the Optionees of certificates representing the Sale Shares, if any, with
appropriate share transfer forms and such endorsements or other documentation
as may be required to transfer title in the Option Shares to Buyers and a copy
of all necessary resolutions adopted by the Board of Directors of Seller
authorizing the transaction contemplated by this Purchase Agreement.
4. Non-Transferability of Option. This Purchase Option may only be
exercised by the Optionees (or any of them). This Purchase Option is not
assignable or transferable. The terms of this Purchase Option Agreement shall
be binding on the Optionees' successors.
5. Independent Legal and Tax Advice. The Optionees has and will obtain
independent legal and tax advice regarding the grant and exercise of this
Purchase Option and the disposition of any Shares acquired thereby.
6. Amendment. This Purchase Option Agreement may not be amended,
modified or waived except by a written instrument signed by the party against
whom enforcement of any such modification, amendment or waiver is sought.
7. Governing Law. This Purchase Option Agreement shall be governed by
and shall be construed and enforced in accordance with the corporate laws of
the State of Texas as they apply to a Texas corporation and the laws of the
State of Texas.
8. Supersedes Prior Agreements. This Purchase Option Agreement shall
supersede and replace all prior agreements and understandings, oral or
written, between the Company and the Optionees regarding the grant of a
Purchase Option on the Shares. All other option agreements relating to the
grant by the Company of a Purchase Option on the Shares on such date shall be
null, void and of not further force and effect.
DATE OF GRANT: June 30, 1999
BY: /s/ David A. Grossman
-------------------------------
David A. Grossman
President and Chief Financial Officer
EXHIBIT C
REPRESENTATIONS AND WARRANTIES
1. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyers as set forth below.
1.1. Title to Sale Shares
Seller is the lawful owner of the Sale Shares. Since the date of
the issuance of the Sale Shares to Seller, there has been no event, or action
taken (or failure to take action) by or against Seller, which has resulted or
might result in the creation of any Encumbrance on the Sale Shares. Seller
has good, valid and marketable title to the Sale Shares, free and clear of all
Encumbrances, with full right and lawful authority to sell and transfer the
shares to Buyers pursuant to this Purchase Agreement.
1.2. Transfer of Title
Upon Buyers' payment for the Sale Shares pursuant to the terms of
this Purchase Agreement, Buyers will acquire good, valid and marketable title
thereto, free and clear of all Encumbrances.
1.3. Authorization
The execution, delivery and performance by Seller of this Purchase
Agreement and all other Documents contemplated hereby, the fulfillment of and
the compliance with the respective terms and provisions hereof and thereof,
and the consummation by Seller of the transactions contemplated hereby and
thereby have been duly authorized by its board of directors (which
authorization has not been modified or rescinded and is in full force and
effect), and will not: (a) conflict with, or violate any provision of, the
memorandum or articles of association of Seller or (b) conflict with, or
result in any breach of, or constitute a default under, any Agreement to which
Seller is a party or by which Seller is bound. No other corporate action is
necessary for Seller to enter into this Purchase Agreement and all other
Documents contemplated hereby and to consummate the transactions contemplated
hereby and thereby.
1.4. Binding Obligation
This Purchase Agreement constitutes a valid and binding obligation
of Seller, enforceable in accordance with its terms; and each Document to be
executed by Seller pursuant hereto, when executed and delivered in accordance
with the provisions hereof, shall be a valid and binding obligation of Seller,
enforceable in accordance with its terms.
2. REPRESENTATIONS AND WARRANTIES OF BUYERS
Buyers hereby represent and warrant to Seller as follows:
2.1. Authorization
The execution, delivery and performance by Buyers of this Purchase
Agreement and all other Documents contemplated hereby, the fulfillment of and
the compliance with the respective terms and provisions hereof and thereof,
and the consummation by Buyers of the transactions contemplated hereby and
thereby have been duly authorized by their respective board of directors
(which authorization has not been modified or rescinded and is in full force
and effect), and will not: (a) conflict with, or violate any provision of,
the memorandum or articles of association of Buyers or (b) conflict with, or
result in any breach of, or constitute a default under, any Agreement to which
Buyers are a party or by which Buyers are bound. No other corporate action is
necessary for Buyers to enter into this Purchase Agreement and all other
Documents contemplated hereby and to consummate the transactions contemplated
hereby and thereby.
2.2. Binding Obligation
This Purchase Agreement constitutes a valid and binding obligation
of Buyers, enforceable in accordance with its terms. Each Document to be
executed by Buyers pursuant hereto, when executed and delivered in accordance
with the provisions hereof, shall be a valid and binding obligation of Buyers,
enforceable in accordance with its terms.
EXHIBIT D
SHARE PLEDGE AGREEMENT
This share Pledge Agreement is made on June 30, 1999 between:
BALTIC INTERNATIONAL USA, INC., a Texas Corporation, having its principal
office and place of business in Houston, Texas (the "Pledgor")
and
ORESA Ventures N.V. established at Scharlooweg, 81, Curacao, the Netherlands
Antilles (the "Pledgee")
WITNESSETH
WHEREAS, the Pledgee as a Lender has entered into a USD 2,000,000 Promissory
Note Agreement with the Pledgor, dated September 29, 1997 (the "Credit
Agreement");
WHEREAS, the Pledgee as a Secured Party entered into a Security Agreement with
the Pledgor, dated October 2, 1997 (the "Security Agreement");
WHEREAS, under the Credit Agreement and the Security Agreement, the Pledgor
granted to the Pledgee a security interest in all present and future capital
stock or other equity issued by AIRO Catering Services Limited, a British
Virgin Islands company, to the Pledgor ("AIRO Shares") and agreed to execute
such instruments or execute such additional security agreements or other
documents as may be required by the Pledgee in order to effectively grant to
the Pledgee the security interest in the AIRO Shares;
WHEREAS, in connection with the reorganization of the AIRO group, the AIRO
Shares have been exchanged for the shares in AIRO Catering Services, Sweden
AB, a private limited liability company organized under the laws of the
Kingdom of Sweden ("AIRO");
WHEREAS, on the date hereof the Pledgor, on the one hand, and the Pledgee and
Celox S.A., a company organized an existing under the laws of Luxembourg, on
the other hand, entered into a Share Purchase Agreement, dated June 30, 1999,
with respect to 230 shares in AIRO (the "Share Purchase Agreement") and a
Purchase Option Agreement, dated June 30, 1999, with respect to 229 shares in
AIRO (the "Purchase Option Agreement");
WHEREAS, the Pledgor and Pledgee desire to protect the rights of the Pledgee
under Article 3 of Share Purchase Agreement;
WHEREAS, the Pledgor desires to execute this Agreement and deposit with the
Pledgee 229 shares in AIRO covered by the Purchase Option Agreement to satisfy
the security interest granted to the Pledgee under Section 2.1 (iii) of the
Share Purchase Agreement and to secure the Pledgee's rights under the Purchase
Option Agreement;
NOW, THEREFORE, in consideration of the benefits accruing to the Pledgor, the
receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby
makes the following representations and warranties to the Pledgee and hereby
covenants and agrees with Pledgee as follows:
1. SECURITY
This agreement is for the benefit of the Pledgee, to secure the payment due
of the principal of and interest under the Credit Agreement and/or the
exercise of the Pledgee's rights and the performance of obligations by the
Pledgor under any other agreement between the Pledgee and the Pledgor and
any of its/their affiliates, including without limitation the Share Purchase
Agreement dated June 30, 1999 and the Purchase Option Agreement dated
June 30, 1999 (the "Credit Documents"), the performance of all other
obligations and liabilities (including, without limitation, indemnities,
fees and interest thereon) of the Pledgor, now existing or hereafter
incurred under, arising out of or in connection with the Credit Agreement or
any of the Credit Documents and the due performance and compliance with the
terms of the Credit Agreement or the Credit Documents by the Pledgor (all
such principal, interest, obligations and liabilities, collectively, the
"Secured Obligations").
2. DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
"Stock" shall mean 229 (two hundred twenty nine) shares in AIRO representing
22.9% of the issued and outstanding capital stock of AIRO held by the
Pledgor.
All stock pledged hereunder is hereinafter called the "Pledged Stock", and
the Pledged Stock, together with all proceeds thereof, including any
securities and moneys received and at the time held by the Pledgee
hereunder, is hereinafter called the "Collateral".
"Event of Default" shall mean any and all, at any time and for any reason,
whether within or beyond the control of the Pledgor, of the following
events:
(i) the Pledgor fails to perform any Secured Obligation on the due date
thereof;
(ii) the Pledgor does not perform or comply with any of the other
obligations resulting for it from this Agreement and, in respect of any such
default which in the opinion of the Pledgee is capable of remedy, fails to
remedy same within seven days after notice of that default has been given to
it by the Pledgee; or
(iii) the Pledgor fails to pay on its due date any amount due pursuant to
obligations incurred otherwise than as a result of the Credit Agreement, the
Credit Documents and this Agreement, as principal debtor, co-debtor, surety,
guarantor or otherwise except to the extent that the Pledgor proves to the
satisfaction of the Pledgee, at its first request, that such failure does
not affect the solvency of the Pledgor or the Pledgor's capability of
performing and complying promptly with all its obligations hereunder; or
(iv) one or more financial institutions having extended one or more credit
facilities to the Pledgor or to any person guaranteed by it become(s)
entitled to declare a default (whether or not such default is declared) or
require(s) early repayment of any sums due thereunder prior to their normal
maturity as a result of a default or event of default, however described; or
(v) the Pledgor becomes insolvent or admits in writing its inability to pay
its debts as they mature or applies for, consents to, or acquiesces in the
appointment of a trustee or receiver for itself or any of its property; or,
in the absence of such application, consent, or acquiescence, a trustee or
receiver is appointed for the Pledgor or for a substantial part of its
property; or any bankruptcy, reorganization, debt arrangement, concordat or
other proceeding under any bankruptcy or insolvency law, or any dissolution
or liquidation proceeding is instituted against it; or the Pledgor ceases
all or a substantial part of its activities; or any event or circumstance
having consequences similar to those described in this sub-clause, arises or
occurs; or
(vi) any consent, license or authority required to make this Agreement,
legal, valid, binding, enforceable and admissible in evidence or required to
enable the Pledgor to perform its Secured Obligations hereunder is withdrawn
or ceases to be in full force and effect or at any time it becomes unlawful
for the Pledgor to perform any or all of its Secured Obligations hereunder;
or
(vii) there is a substantial change in the shareholding or control of the
Pledgor and such change, in the reasonable opinion of the Pledgee, affects
the Pledgor's capability to perform its Secured Obligations; or
(viii) there is a material adverse change in the financial or economic
situation of the Pledgor.
"Encumbrance" shall mean any mortgage, charge, pledge, lien, hypothecation,
assignment, security interest, title retention or other encumbrance securing
any right or conferring a priority of payment in respect of any obligation
of any entity.
3. PLEDGE OF STOCK, ETC.
3.1 Pledge
To secure the Secured Obligations and for the purposes set forth in
Section 1, the Pledgor: (i) hereby grants to the Pledgee a security
interest in all of the Collateral; (ii) hereby pledges and deposits as
security with the Pledgee (except as otherwise permitted below) the
Stock owned by the Pledgor or such other instruments of transfer as
are acceptable to the Pledgee; and (iii) hereby assigns, transfers,
hypothecates, mortgages, charges and sets over to the Pledgee all of
the Pledgor's right, title and interest in and to such Stock (and in
and to the certificates or instruments evidencing such Stock), to be
held by the Pledgee upon the terms and conditions set forth in this
Agreement.
3.2 Subsequently Acquired Stock
If the Pledgor shall acquire (by purchase, stock dividend or
otherwise) any additional Stock at any time or from time to time after
the date hereof, the Pledgor will forthwith pledge and deposit such
Stock as security with the Pledgee and deliver to the Pledgee
certificates therefor accompanied by stock powers duly executed in
blank by the Pledgor or such other instruments of transfer as are
acceptable to the Pledgee, and will promptly thereafter deliver to the
Pledgee a certificate executed by the person(s) authorized to sign on
behalf of the Pledgor describing such Stock and certifying that the
same has been duly pledged with the Pledgee hereunder.
3.3 Uncertificated Stock
Notwithstanding anything to the contrary contained in Sections 3.1 and
3.2, if any Stock (whether now owned or hereafter acquired) is
evidenced by an uncertificated security, the Pledgor shall promptly
notify the Pledgee thereof and shall promptly take all actions
required to perfect the security interest of the Pledgee under
applicable law. The Pledgor further agrees to take such actions as
the Pledgee deems necessary or desirable to effect the foregoing and
to permit the Pledgee to exercise any of its rights and remedies
hereunder, and agrees to provide an opinion of counsel satisfactory to
the Pledgee with respect to any such pledge of uncertificated Stock
promptly upon request of the Pledgee.
4. APPOINTMENT OF SUB-AGENTS, ENDORSEMENTS, ETC.
The Pledgee shall have the right to appoint one or more sub-agents for the
purpose of retaining physical possession of the Pledged Stock, which may be
held (in the discretion of the Pledgee) in the name of the Pledgor, endorsed
or assigned in blank or in favour of the Pledgee or any nominee or nominees
of the Pledgee or a sub-agent appointed by the Pledgee.
5. VOTING, ETC., WHILE NO EVENT OF DEFAULT
Unless and until an Event of Default shall have occurred and be continuing,
the Pledgor shall be entitled to vote any and all Pledged Stock and to give
consents, waivers or ratifications in respect thereof, provided that no vote
shall be cast or any consent, waiver or ratification given or any action
taken which would violate or be inconsistent with any of the terms of this
Agreement, the Credit Agreement or any other Credit Document or any other
instrument or agreement referred to herein or therein, or which would have
the effect of impairing the position or interests of the Pledgee. All such
rights of the Pledgor to vote and to give consents, waivers or ratifications
shall cease in case an Event of Default shall occur and be continuing, and
Section 7 shall become applicable.
6. DIVIDENDS AND OTHER DISTRIBUTIONS
Unless and until an Event of Default shall have occurred and be continuing,
all cash dividends payable in respect of the Pledged Stock shall be paid to
the Pledgor, provided that all cash dividends payable in respect of the
Pledged Stock which are determined by the Pledgee, in its absolute
discretion, to represent in whole or in part an extraordinary, liquidating
or other distribution in return of capital shall be paid to the Pledgee and
retained by it as part of the Collateral. The Pledgee shall also be
entitled to receive directly, and to retain as part of the Collateral:
(a) All other or additional stock or securities or property (other than
cash) paid or distributed by way of dividend in respect of the Pledged
Stock;
(b) All other or additional stock or other securities or property
(including cash) paid or distributed in respect of the Pledged Stock
by way of stock-split, spin-off, split-up, reclassification,
combination of shares or similar rearrangement; and
(c) All other or additional stock or other securities or property which
may be paid in respect of the Collateral by reason of any consolidation,
merger, exchange of stock, conveyance of assets, liquidation or
similar corporate reorganisation.
7. REMEDIES IN CASE OF EVENT OF DEFAULT
In case an Event of Default shall have occurred and be continuing, the
Pledgee shall be entitled to exercise all the rights, powers and remedies
vested in it (whether vested in it by this Agreement, the Credit Agreement
or any other Credit Document or by law) for the protection and enforcement
of its rights in respect of the Collateral, and the Pledgee shall be
entitled, without limitation, to exercise the following rights, which the
Pledgor hereby agrees to be commercially reasonable:
(a) To receive all amounts payable in respect of the Collateral or
otherwise payable under Section 6 to the Pledgor;
(b) To transfer all or any part of the Pledged Stock into the Pledgee's
name or the name of its nominee or nominees;
(c) To vote all or any part of the Pledged Stock (whether or not
transferred into the name of the Pledgee) and give all consents,
waivers and ratifications in respect of the Collateral and otherwise
act with respect thereto as though it were the outright owner thereof
(the Pledgor hereby irrevocably constituting and appointing the
Pledgee the proxy and attorney-in-fact of the Pledgor, with full power
of substitution to do so); and
(d) At any time or from time to time to sell, assign and deliver, or grant
options to purchase, all or any part of the Collateral, or any
interest therein, at any public or private sale, without demand of
performance, advertisement or notice of intention to sell or of the
time or place of sale or adjournment thereof or to redeem or otherwise
(all of which are hereby waived by the Pledgor), for cash, on credit
or for other property, for immediate or future delivery without any
assumption of credit risk, and for such price or prices and on such
terms as the Pledgee in its absolute discretion may determine,
provided that at least 10 days' notice of the time and place of any
such sale shall be given to the Pledgor. The Pledgor hereby waives
and releases to the fullest extent permitted by law any right or
equity of redemption with respect to the Collateral, whether before or
after sale hereunder, and all rights, if any, of marshalling the
Collateral and any other security for the Secured Obligations or
otherwise. At any such sale, unless prohibited by applicable law, the
Pledgee may bid for and purchase all or any part of the Collateral so
sold free from any such right or equity of redemption. The Pledgee
shall not be liable for failure to collect or realise upon any or all
of the Collateral or for any delay in so doing nor shall it be under
any obligation to take any action whatsoever with regard thereto.
8. APPLICATION OF PROCEEEDS
All moneys collected by the Pledgee upon any sale or other disposition of
the Collateral, together with all other moneys received by the Pledgee
hereunder, shall be applied to the payment of all costs and expenses
incurred by the Pledgee in connection with such sale, the delivery of the
Collateral or the collection of any such moneys (including, without
limitation, attorneys' fees and expenses), and the balance of such moneys
shall be held by the Pledgee and applied by it to satisfy the Secured
Obligations under the Credit Agreement and the Credit Documents.
9. PURCHASE OF COLLATERAL
Upon any sale of the Collateral by the Pledgee hereunder (whether by virtue
of the power of sale herein granted, pursuant to judicial process or
otherwise), the receipt of the Pledgee or the officer making the sale shall
be a sufficient discharge to the purchaser or purchasers of the Collateral
so sold, and such purchaser or purchasers shall not be obligated to see to
the application of any part of the purchase money paid over to the Pledgee
or such officer or be answerable in any way for the misapplication or
nonapplication thereof.
10. INDEMNITY
10.1 Indemnity
(a) The Pledgor agrees to indemnify, reimburse and hold the Pledgee and
its respective officers, directors, employees, representatives and
agents (hereinafter in this Section 10.1 referred to individually as
"Indemnitee" and collectively as "Indemnitees") harmless from any and
all liabilities, obligations, losses, damages, penalties, claims,
actions, judgements, suits, costs, expenses, or disbursements
(including reasonable attorneys' fees and expenses)(for the purposes
of this section 10.1 the forgoing are collectively called "Expenses")
of whatsoever kind or nature which may be imposed on, asserted against
or incurred by any of the Indemnitees in any way relating to or
arising out of this Agreement , the Credit Agreement or any other
Credit Document or the documents executed in connection herewith and
therewith or in any other way connected with the administration of the
transactions contemplated hereby and thereby or the enforcement of any
of the terms of or the preservation of any rights under any thereof,
or in any way arising out of the manufacture, ownership, ordering,
purchase, delivery, control, acceptance, lease, financing, possession,
operation, condition, sale, return, or other disposition or use of the
Collateral (including, without limitation, latent or other defects,
whether or not discoverable), the violation of the laws of any
country, state or other governmental body or unit, any tort
(including, without limitation, claims arising or imposed under the
doctrine of strict liability, or for or on account of injury to or the
death of any Person (including any Indemnitee), or for property
damage) or any contract claim; provided that no Indemnitee shall be
indemnified pursuant to this Section 10.1 (a) for expenses to the
extent caused by the gross negligence or wilful misconduct of such
Indemnitee. The Pledgor agrees that upon written notice by any
Indemnitee of any assertion that could give rise to an Expense, the
Pledgor shall assume full responsibility for the defence thereof.
Each Indemnitee agrees to use its best efforts to promptly notify the
Pledgor of any such assertion of which such Indemnitee has knowledge.
(b) Without limiting the application of Section 10.1 (a), the Pledgor
agrees to pay, or reimburse the Pledgee any and all fees, costs and
expenses whatever kind or nature incurred in connection with the
creation, preservation or protection of the security interest in the
Collateral, including, without limitation, all fees and taxes in
connection with the recording or filing of instruments and documents
in public offices, payment or discharge of any taxes or Encumbrances
upon or in respect of the Collateral, premiums for insurance with
respect to the Collateral and all other fees, costs and expenses in
connection with protecting, maintaining or preserving the Collateral
and the Collateral sub-agent's interest therein, whether through
judicial proceedings or otherwise, or in defending or prosecuting any
actions, suits or proceedings arising out of or relating to the
Collateral.
(c) Without limiting the application of Section 10.1 (a) or (b), the
Pledgor agrees to pay, indemnify and hold each Indemnitee harmless
from and against any expenses which such Indemnitee may suffer, expend
or incur in consequence of or growing out of any misrepresentation by
the Pledgor in this Agreement, the Credit Agreement or any of the
Credit Documents or in any statement or writing contemplated by or
made or delivered pursuant to or in connection with this Agreement,
the Credit Agreement or any of the Credit Documents.
(d) If and to the extent that the obligations of the Pledgor under this
Section 10.1 are unenforceable for any reason, the Pledgor hereby
agrees to make the maximum contribution to the payment and
satisfaction of such obligations which is permissible under applicable
law.
10.2 Indemnity Obligations Secured by Collateral; Survival
Any amounts paid by any Indemnitee as to which such Indemnitee has the
right to reimbursement shall constitute Obligations Secured by the
Collateral. The indemnity obligations of the Pledgor contained in
this Article 10 shall continue in full force and effect
notwithstanding the full payment of all the Advances issued under the
Credit Agreement and all of the other Obligations and notwithstanding
the discharge thereof.
11. FURTHER ASSURANCES
The Pledgor agrees that it will join with the Pledgee in executing and, at
its own expense, file and re-file statements and other documents as the
Pledgee may deem necessary or desirable and wherever required or permitted
by law in order to perfect and preserve the Pledgee's security interest in
the Collateral and hereby authorise the Pledgee to file such statements and
amendments thereto relative to all or any part of the Collateral without the
signature of the Pledgor where permitted by law, and agrees to do such
further acts and things and to execute and deliver to the Pledgee such
additional conveyances, assignments, agreements and instruments as the
Pledgee may reasonably require or deem advisable to carry into effect the
purposes of this Agreement or to further assure and confirm to the Pledgee
its rights, powers and remedies hereunder.
12. THE PLEDGEE AS AGENT
The Pledgee will hold in accordance with this Agreement and the Credit
Documents all items of the Collateral at any time received under this
Agreement. It is expressly understood and agreed that the obligations of
the Pledgee as holder of the Collateral and interests therein and with
respect to the disposition thereof, and otherwise under this Agreement, are
only those expressly set forth in this Agreement and of the Credit
Agreement.
13. TRANSFER BY THE PLEDGOR
The Pledgor will not sell or otherwise dispose of, grant any option with
respect to, or create, incur, assume or suffer to exist any Encumbrance on
any portion of the Collateral (except the Encumbrance created by this
Agreement).
14. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR
The Pledgor represents and warrants that:
(i) It is the legal, record and beneficial owner of, and has good and
marketable title to, the Stock described in Section 2 hereof, subject to
no Encumbrance (except the Encumbrance created by this Agreement);
(ii) It has full power, authority and legal right to Pledge all such Stock
pursuant to this Agreement;
(iii) All the shares of such Stock have been duly and validly issued, are
fully paid and nonassessable;
(iv) This Agreement creates, as security for the Secured Obligations, a valid
and enforceable perfected Encumbrance on all of the Collateral, in favor
of the Pledgee for the benefit of the Pledgee, subject to no Encumbrance
in favor of any other Person;
(v) No consent, filing, recording or registration is required to perfect the
Encumbrance purported to be created by this Agreement; and
(vi) Each of the representations and warranties contained in the Credit
Agreement and the Credit Documents is true and correct.
The Pledgor covenants and agrees that it will defend the Pledgee's right,
title and Encumbrance in and to the Collateral against the claims and
demands of any third parties; and the Pledgor covenants and agrees that it
will have like title to and right to pledge any other property at any time
hereafter pledged to the Pledgee as Collateral hereunder.
15. PLEDGOR'S OBLIGATIONS ABSOLUTE, ETC.
The obligations of the Pledgor under this Agreement shall be absolute and
unconditional and shall remain in full force and effect without regard to,
and shall not be released, suspended, discharged, terminated or otherwise
affected by, any circumstance or occurrence whatsoever, including, without
limitation:
(i) Any renewal, extension, amendment or modification of, or addition or
supplement to or deletion from this Agreement, the Credit Agreement or any
of the Credit Documents or any other instrument or agreement referred to
therein, or any assignment or transfer of any thereof;
(ii) Any waiver, consent, extension, indulgence, or other action or inaction
under or in respect of any such instrument or agreement or this Agreement
or any exercise or non-exercise of any right, remedy, power or privilege
under or in respect of this Agreement, the Credit Agreement or any Credit
Document;
(iii) Any furnishing of any additional security to the Pledgee or any
acceptance thereof or any sale, exchange, release, surrender or
realization of or upon any security by the Pledgee; or
(iv) Any invalidity, irregularity or unenforceability of all or part of the
Secured Obligations or of any security therefor.
16. REGISTRATION, ETC.
16.1 If an Event of Default shall have occurred and be continuing and the
Pledgor shall have received from the Pledgee a written request or
requests that the Pledgor cause any registration, qualification or
compliance under any federal or state securities law or laws to be
effected with respect to all or any part of the Pledged Stock, the
Pledgor as soon as practicable and at its expense will use all its
best efforts to cause such registration to be effected (and be kept
effective) and will use all its best efforts to cause such
qualification and compliance to be effected (and be kept effective) as
may be so requested and as would permit or facilitate the sale and
distribution of such Pledged Stock, including, without limitation,
registration under the Securities Act of 1933, as then in effect (or
any similar statute then in effect), appropriate qualifications under
applicable blue sky or other state securities laws and appropriate
compliance with any other government requirements, provided that the
Pledgee shall furnish to the Pledgor such information regarding the
Pledgee as the Pledgor may request in writing and as shall be required
in connection with any such registration, qualification or compliance.
The Pledgor will cause the Pledgee to be kept reasonably advised in
writing as to the progress of each such registration, qualification or
compliance and as to the completion thereof, will furnish to the
Pledgee such number of prospectuses, offering circulars, or other
documents incident thereto as the Pledgee from time to time may
reasonably request and will indemnify the Pledgee and all others
participating in the distribution of such Pledged Stock against all
losses, liabilities, claims or damages caused by any untrue statement
(or alleged untrue statement) of a material fact contained therein (or
in any related registration statement, notification or the like) or by
any omission (or alleged omission) to state therein (or in any related
registration statement, notification or the like) a material fact
required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same may have been
caused by an untrue statement or omission based upon information
furnished in writing to the Pledgor by the Pledgee expressly for use
therein.
16.2 If at any time when the Pledgee shall determine to exercise its right
to sell all or part of the Pledged Stock pursuant to Section 7, such
Pledged Stock or the part thereof to be sold shall not, for any reason
whatsoever, be effectively registered under the Securities Act of
1933, as then in effect, the Pledgee may, in its sole and absolute
discretion, sell such Pledged Stock or part thereof by private sale in
such manner and under such circumstances as Pledgee may deem necessary
or advisable in order that such sale may legally be effected without
such registration, provided that at least 10 days' notice of the time
and place of any such sale shall be given to the Pledgor. Without
limiting the generality of the foregoing, in any such event the
Pledgee, in its sole and absolute discretion (i) may proceed to make
such private sale notwithstanding that a registration statement for
the purpose of registering such Pledged Stock or part thereof shall
have been filed under such Securities Act, (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 Stock or any part thereof. In the event of any such sale, the
Pledgee shall incur no responsibility or liability for selling all or
any part of the Pledged Stock at a price which the Pledgee, in its
sole and absolute discretion, may in good faith deem reasonable under
the circumstances, notwithstanding the possibility that a
substantially higher price might be realised if the sale were deferred
until after registration as aforesaid.
17. TERMINATION; RELEASE
This Agreement shall terminate when all secured obligations have been paid
in full or when the Pledgee exercises his option under Article 3 of the
Share Purchase Agreement, whichever date is earlier, and the Pledgee, at the
request of the Pledgor, will execute and deliver to the Pledgor a proper
instrument or instruments acknowledging the satisfaction and termination of
this Agreement, and will duly assign, transfer and deliver to the Pledgor
(without recourse and without any representation or warranty) such of the
Collateral as may be in the possession of the Pledgee and has not
theretofore been sold or otherwise applied or released pursuant to this
Agreement, together with any moneys at the time held by the Pledgee
hereunder.
18. NOTICES, ETC.
All notices and other communications hereunder shall be made by facsimile or
otherwise in writing. Each communication or document to be delivered to any
party under this Agreement shall be sent to that party at the facsimile
number or address, and marked for the attention of the person (if any), from
time to time designated by that party to the other for the purpose of this
Agreement. The initial facsimile number, address and person (if any) so
designated are set out below:
BALTIC INTERNATIONAL USA, INC.
ATTN: Mr. Robert Knauss
5151 San Felipe, Suite 1661
Houston, TX 77056
Facsimile No +1 713 961 9298
Oresa Ventures N.V.
ATTN: Mr. Fredrik Ragmark
C/O Oriflame, Waterloo Office Park
Building 0, Dreve Richelle 161
B-1410 Waterloo, Belgium
Facsimile No +32 2 357 55 05
Any communication under this Agreement shall be irrevocable and shall be
deemed to have been received by the entity to whom it is sent (if sent by
facsimile) on the next Business Day if confirmed by hand-delivered or
registered mail dispatched on the same Business Day or (in any other case)
when left at the address required by this sub-section or 3 Business Days
after being put in the post (by airmail if to another country) postage
prepaid and addressed to it at that address.
MISCELLANEOUS
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto;
provided, however, that the Pledgor may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the
Pledgee. This Agreement may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. If
any term or provision of this Agreement or part thereof shall to any extent
be or become invalid or unenforceable, then (i) the remaining terms and
provisions of this Agreement shall be unimpaired and shall remain in full
force and effect and (ii) the invalid term or provision shall be replaced by
a term or provision that is valid, enforceable and that comes closest to the
intention of such invalid or unenforceable term or provision. This
Agreement shall be construed in accordance with and governed by the law of
the State of New York. All disputes arising or related to this Agreement
shall finally and exclusively be resolved by binding arbitration under the
Commercial Arbitration Rules of the American Arbitration Association in
effect from time to time the arbitration proceedings commences; except that
(i) laws of the State of New York and the Federal Arbitration Act shall
govern construction and effect, (ii) the place of arbitration shall be New
York, and (iii) the arbitrator shall with the award provide written findings
of fact and conclusions of law. Any party may seek from a court of competent
jurisdiction any provisional remedy that may be necessary to protect its
rights or assets pending the selection of the arbitrator and the
arbitrator's determination of the merits of the controversy. The exercise of
such arbitration rights by any party shall not preclude the exercise of any
self-help remedies or the exercise of any non-judicial foreclosure rights.
An arbitration award may be entered in any court having jurisdiction. The
headings of the several sections and subsections in this Agreement are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement. This Agreement may be
executed in any number of counterparts, each of which when so executed and
delivered shall be an original, but all of which together shall constitute
the same instrument.
___________________________
IN WITNESS WHEREOF, the Pledgor and the Pledgee have caused this Agreement or
be executed by their duly elected officers duly authorized as of the date first
above written.
BALTIC INTERNATIONAL USA, INC.
As Pledgor
By: /s/ David A. Grossman
----------------------------------------
Title: President and Chief Financial Officer
ORESA VENTURES N.V.,
As Pledgee
By: /s/ Fredrik Ragmark
----------------------------------------
Title: Managing Director