Exhibit 10(xiv)
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (this "Agreement") dated as of April 3, 2001 by
and between MRY PARTNERS, L.P., a Georgia limited partnership (the "Pledgor")
and NATIONAL DATA CORPORATION, a Delaware corporation (the "Pledgee").
WHEREAS, the Pledgor has executed in favor of the Pledgee a certain
Promissory Note dated as of the date hereof in an original principal amount of
$1,128,373.24, a certain Promissory Note dated as of the date hereof in an
original principal amount of $1,483,503.21, and a certain Promissory Note dated
as of the date hereof in an original principal amount of $1,675,131.25 (as
amended, supplemented, restated or otherwise modified from time to time in
accordance with their terms, together with any promissory note given in
substitution or replacement thereof, individually a "Note" and collectively, the
"Notes");
WHEREAS, it is a condition precedent to the extension of financial
accommodations under the Notes that the Pledgor execute and deliver this
Agreement;
NOW, THEREFORE, in consideration of the mutual agreements herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Pledge. The Pledgor hereby pledges, hypothecates, assigns,
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transfers, sets over and delivers unto the Pledgee, and grants to the Pledgee a
security interest in, all of the Pledgor's right, title and interest in, to and
under the following (collectively, the "Collateral"): (a) all of the common
stock, shares, equity interest and other securities described in Schedule 1
attached hereto (collectively, "Securities"); (b) any cash or additional
Securities or other property at any time and from time to time receivable or
otherwise distributable in respect of, in exchange for, or in substitution of,
any of the Securities (excluding cash dividends payable with respect to the
Securities); and (c) any and all products and proceeds of any of the foregoing
(excluding cash dividends payable with respect to the Securities), together with
any and all other rights, titles, interests, powers, privileges and preferences
pertaining to said property.
Section 2. Obligations Secured. This Agreement is made, and the security
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interest created hereby is granted to the Pledgee, to secure the prompt
performance and payment in full of the following (collectively, the "Secured
Obligations"): (a) all obligations of the Pledgor under the Notes; (b) any
reasonable costs or expenses incurred by the Pledgee or Pledgee's counsel in
connection with the realization of the security for which this Agreement
provides, including, without limitation, any reasonable costs or
expenses of any proceedings to which this Agreement may give rise; and (c) any
and all extensions, renewals, modifications, amendments or substitutions of the
foregoing.
Section 3. Representations and Warranties. The Pledgor hereby represents
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and warrants to the Pledgee as follows:
(a) Formation; Name; Location; Etc. The Pledgor is a limited partnership
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duly formed under the laws of the State of Georgia. Robert A. Yellowlees is the
sole general partner of the Pledgor. The exact legal name of the Pledgor is set
forth in the first paragraph of this Agreement. The chief executive office and
principal place of business of the Pledgor is located at 2696 Habersham Road,
Fulton County, Atlanta, Georgia 30305. The tax payer ID number of the Pledgor
is 58-2595162.
(b) Authorization. The Pledgor has the right and power, and has taken all
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necessary action to authorize it, to execute, deliver and perform this Agreement
and each of the Notes (collectively, the "Loan Documents"). The Loan Documents
have been duly executed and delivered by the general partner of the Pledgor and
each is a legal, valid and binding obligation of the Pledgor enforceable against
it in accordance with its respective terms.
(c) Compliance of Loan Documents with Laws, Etc. The execution, delivery
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and performance of the Loan Documents in accordance with their respective terms
do not and will not, by the passage of time, the giving of notice, or both: (i)
require any governmental approval or violate any applicable law relating to the
Pledgor; (ii) conflict with, result in a breach of or constitute a default under
the partnership agreement of the Pledgor, or any indenture, agreement or other
instrument to which the Pledgor is a party or by which it or any of its
properties may be bound, except as such conflict, breach or default shall have
been waived in a writing presented to the Pledgee; or (iii) result in or require
the creation or imposition of any Lien upon or with respect to any property now
owned or hereafter acquired by the Pledgor.
(d) Title and Liens. The Pledgor is the legal and beneficial owner of the
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Collateral and none of the Collateral is subject to any Lien other than
Permitted Liens.
Section 4. Covenants. The Pledgor hereby unconditionally covenants and
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agrees as follows:
(a) No Liens; No Sale of Collateral. The Pledgor will not create, assume,
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incur or permit or suffer to exist or to be created, assumed or incurred, any
Lien on any of the Collateral (or any interest therein), other than Permitted
Liens, and will not sell, lease, assign, transfer or otherwise dispose of all or
any portion of the Collateral (or any interest therein) except as otherwise
provided herein other than as permitted under the Notes.
(b) Change of Locations, Name, Etc. Without giving the Pledgee at least 30
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days' prior written notice, the Pledgor will not (i) change the Pledgor's chief
executive
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office, principal place of business, or the location of its books and records
relating to the Collateral or (ii) change its name, identity or structure.
(c) Maintenance of Existence. The Pledgor shall preserve and maintain its
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existence, rights, franchises, licenses and privileges in the jurisdiction of
its formation.
(d) Compliance with Laws. The Pledgor shall comply with all laws
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applicable to it or any of its property.
(e) No Merger, Etc. The Pledgor shall not (i) enter into any transaction
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of merger or consolidation; (ii) liquidate, wind-up or dissolve itself (or
suffer any liquidation or dissolution); or (iii) convey, sell, lease, sublease,
transfer or otherwise dispose of any of its assets, other than periodic
distributions to partners of the Pledgor in an amount reasonably necessary to
satisfy current tax liabilities resulting from their status as partners of the
Pledgor.
(f) General Partner. The Pledgor shall not permit any Person other than
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Robert A. Yellowlees to be a general partner of the Pledgor, during such time as
he is in life and legally competent to serve as general partner.
Section 5. Additional Shares. The Pledgor agrees that, until this
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Agreement has terminated in accordance with its terms, any additional Securities
at any time issued to the Pledgor or otherwise acquired by the Pledgor on
account of the Securities shall be promptly delivered or otherwise transferred
to the Pledgee as additional Collateral and shall be subject to the Lien of, and
the terms and conditions of, this Agreement.
Section 6. Voting Rights; Dividends, etc.
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(a) So long as no Event of Default shall have occurred and be continuing:
(i) the Pledgor shall be entitled to exercise any and all voting
and/or consensual rights and powers accruing to an owner of the Collateral
or any part thereof for any purpose not inconsistent with the terms and
conditions of this Agreement or any agreement giving rise to or otherwise
relating to any of the Secured Obligations; provided, however, that the
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Pledgor shall not exercise, or refrain from exercising, any such right or
power if any such action would have a materially adverse effect on the
value of such Collateral in the judgment of the Pledgee; and
(ii) the Pledgor shall be entitled to retain and use any and all cash
dividends paid on the Collateral, but any and all stock and/or liquidating
dividends, other distributions in property, return of capital or other
distributions made on or in respect of Securities, whether resulting from a
subdivision, combination or reclassification of outstanding Securities or
received in exchange for Collateral or any part thereof or as a result of
any merger, consolidation,
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acquisition or other exchange of assets, or otherwise, shall be and become
part of the Collateral pledged hereunder and, if received by the Pledgor,
shall forthwith be delivered to the Pledgee to be held as collateral
subject to the terms and conditions of this Agreement.
The Pledgee agrees to execute and deliver to the Pledgor, or cause to be
executed and delivered to the Pledgor, as appropriate, at the sole cost and
expense of the Pledgor, all such proxies, powers of attorney, dividend orders
and other instruments as the Pledgor may reasonably request for the purpose of
enabling the Pledgor to exercise the voting and/or consensual rights and powers
which Pledgor is entitled to exercise pursuant to clause (i) above and/or to
receive the dividends which Pledgor is authorized to retain pursuant to clause
(ii) above.
(b) Upon the occurrence and during the continuance of an Event of Default,
all rights of the Pledgor to exercise the voting and/or consensual rights and
powers which Pledgor is entitled to exercise pursuant to subsection (a)(i) above
and/or to receive the dividends which Pledgor is authorized to receive and
retain pursuant to subsection (a)(ii) above shall cease, and all such rights
thereupon shall become immediately vested in the Pledgee, which shall have, to
the extent permitted by law, the sole and exclusive right and authority to
exercise such voting and/or consensual rights and powers which the Pledgor shall
otherwise be entitled to exercise pursuant to subsection (a)(i) above and/or to
receive and retain the dividends which the Pledgor shall otherwise be authorized
to retain pursuant to subsection (a)(ii) above. Any and all money and other
property paid over to or received by the Pledgee pursuant to the provisions of
this subsection (b) shall be retained by the Pledgee as additional collateral
hereunder and shall be applied in accordance with the provisions of Section 8.
If the Pledgor shall receive any dividends or other property which it is not
entitled to receive under this Section, the Pledgor shall hold the same in trust
for the Pledgee, without commingling the same with other funds or property of or
held by the Pledgor, and shall promptly deliver the same to the Pledgee upon
receipt by the Pledgor in the identical form received, together with any
necessary endorsements.
Section 7. Remedies upon Default.
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(a) In addition to any right or remedy that the Pledgee may have under the
Notes or otherwise under applicable law, if an Event of Default shall have
occurred, the Pledgee may exercise any and all the rights and remedies of a
secured party under the Uniform Commercial Code as in effect in any applicable
jurisdiction (the "Code") and may otherwise sell, assign, transfer, endorse and
deliver the whole or, from time to time, any part of the Collateral at a public
or private sale or on any securities exchange, for cash, upon credit or for
other property, for immediate or future delivery, and for such price or prices
and on such terms as the Pledgee in its discretion shall deem appropriate. The
Pledgee shall be authorized at any sale (if it deems it advisable to do so) to
restrict the prospective bidders or purchasers to Persons who will represent and
agree that they are purchasing the Collateral for their own account in
compliance with the Securities Act
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and upon consummation of any such sale the Pledgee shall have the right to
assign, transfer, endorse and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each purchaser at any sale of Collateral shall take and hold
the property sold absolutely free from any claim or right on the part of the
Pledgor, and the Pledgor hereby waives (to the fullest extent permitted by
applicable law) all rights of redemption, stay and/or appraisal which the
Pledgor now has or may at any time in the future have under any applicable law
now existing or hereafter enacted. The Pledgor agrees that, to the extent notice
of sale shall be required by applicable law, at least 10 days' prior written
notice to the Pledgor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable notification,
but notice given in any other reasonable manner or at any other reasonable time
shall constitute reasonable notification. Any such public sale shall be held at
such time or times within ordinary business hours and at such place or places as
the Pledgee may fix and shall state in the notice or publication (if any) of
such sale. At any such sale, the Collateral, or portion thereof to be sold, may
be sold in one lot as an entirety or in separate parcels, as the Pledgee may
determine in its sole and absolute discretion. The Pledgee shall not be
obligated to make any sale of the Collateral if it shall determine not to do so
regardless of the fact that notice of sale of the Collateral may have been
given. The Pledgee may, without notice or publication, 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 the
sale of all or any part of the Collateral is made on credit or for future
delivery, the Collateral so sold may be retained by the Pledgee until the sale
price is paid by the purchaser or purchasers thereof, but the Pledgee shall not
incur any liability to the Pledgor in case any such purchaser or purchasers
shall fail to take up and pay for the Collateral so sold and, in case of any
such failure, such Collateral may be sold again upon like notice. At any public
sale made pursuant to this Agreement, the Pledgee, to the extent permitted by
applicable law, may bid for or purchase, free from any right of redemption, stay
and/or appraisal on the part of the Pledgor (all said rights being also hereby
waived and released to the extent permitted by applicable law), any part of or
all the Collateral offered for sale and may make payment on account thereof by
using any claim then due and payable to the Pledgee from the Pledgor as a credit
against the purchase price, and the Pledgee may, upon compliance with the terms
of sale and to the extent permitted by applicable law, hold, retain and dispose
of such property without further accountability to the Pledgor therefor. For
purposes hereof, a written agreement to purchase all or any part of the
Collateral shall be treated as a sale thereof; the Pledgee shall be free to
carry out such sale pursuant to such agreement and the Pledgor shall not be
entitled to the return of any Collateral subject thereto, notwithstanding the
fact that after the Pledgee shall have entered into such an agreement all Events
of Default may have been remedied or the Secured Obligations may have been paid
in full as herein provided. The Pledgor hereby waives any right to require any
marshaling of assets and any similar right.
(b) In addition to exercising the power of sale herein conferred upon it,
the Pledgee shall also have the option to proceed by suit or suits at law or in
equity to
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foreclose this Agreement and sell the Collateral or any portion thereof pursuant
to judgment or decree of a court or courts having competent jurisdiction.
(c) Upon the occurrence of an Event of Default, the Pledgee shall also
have the right to retain the Securities and denominate the same as "treasury
shares" and the Pledgor shall continue to be liable for the difference between
the outstanding amount of Secured Obligations and the fair market value of
Collateral so denominated as "treasury shares." In this connection, and for
purposes of this Agreement, the Pledgor acknowledges and agrees that the Pledged
Collateral is of "a type customarily sold on a recognized market" within the
meaning of Section 9-504(3) of the Uniform Commercial Code in effect in the
State of Georgia (or any similar successor statue). Accordingly, the Pledgor
specifically acknowledges and agrees that retaining Securities as "treasury
shares" constitutes a "commercially reasonable " disposition of the Pledged
Collateral within the meaning of the Uniform Commercial Code and that it is
appropriate for the Pledgor to continue to be liable for, and the Pledgor agrees
to be so liable for, any deficiency between the outstanding amount of Secured
Obligations at the time of such denomination as "treasury shares" and the fair
market value of such "treasury shares."
(d) The rights and remedies of the Pledgee under this Agreement are
cumulative and not exclusive of any rights or remedies which it would otherwise
have.
Section 8. Application of Proceeds of Sale and Cash. The proceeds of any
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sale of the whole or any part of the Collateral, together with any other moneys
held by the Pledgee under the provisions of this Agreement, shall be applied by
the Pledgee in the following order
(a) First: to the payment of all costs and expenses incurred in connection
with such sale or other realization, including reasonable attorneys' fees
incurred if the Pledgee endeavored to collect the Secured Obligations by or
through an attorney at law;
(b) Second: to the payment of the interest due upon any of the Secured
Obligations, in any order which the Pledgee may elect;
(c) Third: to the payment of the principal due upon any of the Secured
Obligations in any order which the Pledgee may elect; and
(d) Fourth: the balance (if any) of such proceeds shall be paid to the
Pledgor or to whomsoever may be legally entitled thereto.
The Pledgor shall remain liable and will pay, on demand, any deficiency
remaining in respect of the Secured Obligations.
Section 9. Pledgee Appointed Attorney-in-Fact. The Pledgor hereby
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constitutes and appoints the Pledgee as the attorney-in-fact of the Pledgor with
full power of substitution either in the Pledgee's name or in the name of the
Pledgor to carry out the
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provisions of this Agreement and to take any action and execute any instrument
which the Pledgee may deem necessary or advisable to accomplish the purposes
hereof, and to do all acts and things and execute all documents in the name of
the Pledgor or otherwise, deemed by the Pledgee as necessary, proper and
convenient in connection with the preservation, perfection or enforcement of its
rights hereunder. Nothing herein contained shall be construed as requiring or
obligating the Pledgee to make any commitment or to make any inquiry as to the
nature or sufficiency of any payment received by it, or to present or file any
claim or notice, or to take any action with respect to the Collateral or any
part thereof or the moneys due or to become due in respect thereof or any
property covered thereby, and no action taken by the Pledgee or omitted to be
taken with respect to the Collateral or any part thereof shall give rise to any
defense, counterclaim or offset in favor of the Pledgor or to any claim or
action against the Pledgee. The power or attorney granted herein is irrevocable
and coupled with an interest.
Section 10. Further Assurances. The Pledgor shall, at its sole cost and
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expense, take all action that may be reasonably necessary or desirable in the
Pledgee's sole discretion, so as at all times to maintain the validity,
perfection, enforceability and priority of the Pledgee's security interest in
the Collateral, or to enable the Pledgee to exercise or enforce its rights
hereunder. The Pledgor agrees to take, and authorizes the Pledgee to take on
the Pledgor's behalf, any or all of the following actions with respect to any
Collateral as the Pledgee shall deem necessary to perfect the security interest
and pledge created hereby or to enable the Pledgee to enforce its rights and
remedies hereunder: (i) to register in the name of the Pledgee any Collateral in
certificated or uncertificated form; (ii) to endorse in the name of the Pledgee
any Collateral issued in certificated form; and (iii) by book entry or
otherwise, identify as belonging to the Pledgee a quantity of securities that
constitutes all or part of the Collateral registered in the name of the Pledgee.
Notwithstanding the foregoing the Pledgor agrees that Collateral which is not in
certificated form or is otherwise in book-entry form shall be held for the
account of the Pledgee. The Pledgor hereby authorizes the Pledgee to execute
and file in all necessary and appropriate jurisdictions (as determined by the
Pledgee) one or more financing or continuation statements in the name of the
Pledgor and to sign the Pledgor's name thereto. The Pledgor authorizes the
Pledgee to file any such financing statement, document or instrument without the
signature of the Pledgor to the extent permitted by applicable law. To the
extent permitted by applicable law, a carbon, photographic, xerographic or other
reproduction of this Agreement or any financing statement is sufficient as a
financing statement. Any property comprising part of the Collateral required to
be delivered to the Pledgee pursuant to this Pledge Agreement shall be
accompanied by proper instruments of assignment duly executed by the Pledgor and
by such other instruments or documents as the Pledgee may reasonably request.
Section 11. Securities Act. In view of the position of the Pledgor in
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relation to the Collateral, or because of other current or future circumstances,
a question may arise under the Securities Act or any similar applicable law
hereafter enacted analogous in purpose or effect (such Act and any such similar
applicable law as from time to time in effect being called the "Federal
Securities Laws") with respect to any disposition of the
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Collateral permitted hereunder. The Pledgor understands that compliance with the
Federal Securities Laws might very strictly limit the course of conduct of the
Pledgee if the Pledgee were to attempt to dispose of all or any part of the
Collateral in accordance with the terms hereof, and might also limit the extent
to which or the manner in which any subsequent transferee of any Collateral
could dispose of the same. Similarly, there may be other legal restrictions or
limitations affecting the Pledgee in any attempt to dispose of all or part of
the Collateral in accordance with the terms hereof under applicable Blue Sky or
other state securities laws or similar applicable law analogous in purpose or
effect. The Pledgor recognizes that in light of the foregoing restrictions and
limitations the Pledgee may, with respect to any sale of the Collateral, limit
the purchasers to those who will agree, among other things, to acquire such
Collateral for their own account, for investment, and not with a view to the
distribution or resale thereof. The Pledgor acknowledges and agrees that in
light of the foregoing restrictions and limitations, the Pledgee, in its sole
and absolute discretion, may, in accordance with applicable law, (a) proceed to
make such a sale whether or not a registration statement for the purpose of
registering such Collateral or part thereof shall have been filed under the
Federal Securities Laws and (b) approach and negotiate with a single potential
purchaser to effect such sale. The Pledgor acknowledges and agrees that any such
sale might result in prices and other terms less favorable to the seller than if
such sale were a public sale without such restrictions. In the event of any such
sale, the Pledgee shall incur no responsibility or liability for selling all or
any part of the Collateral in accordance with the terms hereof at a price that
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 have been realized if the sale were deferred
until after registration as aforesaid or if more than a single purchaser were
approached. The provisions of this Section will apply notwithstanding the
existence of a public or private market upon which the quotations or sales
prices may exceed substantially the price at which the Pledgee sells.
Section 12. Indemnification. The Pledgor agrees to indemnify and hold the
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Pledgee and any corporation controlling, controlled by, or under common control
with, the Pledgee and any officer, attorney, director, shareholder, agent or
employee of the Pledgee or any such corporation (each an "Indemnified Person"),
harmless from and against any claim, loss, damage, action, cause of action,
liability, cost and expense or suit of any kind or nature whatsoever
(collectively, "Losses"), brought against or incurred by an Indemnified Person,
in any manner arising out of or, directly or indirectly, related to or connected
with this Agreement, including without limitation, the exercise by the Pledgee
of any of its rights and remedies under this Agreement or any other action taken
by the Pledgee pursuant to the terms of this Agreement; provided, however, the
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Pledgor shall not be liable to an Indemnified Person for any Losses to the
extent that such Losses result from the gross negligence or willful misconduct
of such Indemnified Person. The Pledgor's obligations under this section shall
survive the termination of this Agreement and the payment in full of the Secured
Obligations.
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Section 13. Continuing Security Interest. This Agreement shall create a
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continuing security interest in the Collateral and shall remain in full force
and effect until it terminates in accordance with its terms. The Pledgor and
the Pledgee hereby agree that the security interest created by this Agreement in
the Collateral shall not terminate and shall continue and remain in full force
and effect notwithstanding the transfer to the Pledgor or any person designated
by it of all or any portion of the Collateral.
Section 14. No Waiver. Neither the failure on the part of the Pledgee to
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exercise, nor the delay on its part in exercising any right, power or remedy
hereunder, nor any course of dealing between the Pledgee and the Pledgor shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power, or remedy hereunder preclude any other or the further
exercise thereof or the exercise of any other right, power or remedy.
Section 15. Notices. Notices, requests and other communications required
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or permitted hereunder shall be given in accordance with the applicable terms of
the Note.
SECTION 16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
Section 17. Amendments. No amendment or waiver of any provision of this
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Agreement nor consent to any departure by the Pledgor herefrom shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
Section 18. Binding Agreement; Assignment. This Agreement shall be
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binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Pledgor shall not be permitted to assign
this Agreement or any interest herein or in the Collateral, or any part thereof,
or any cash or property held by the Pledgee as collateral under this Agreement.
Section 19. Termination. Upon indefeasible payment in full of all of the
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Secured Obligations, this Agreement shall terminate. Upon termination of this
Agreement in accordance with its terms the Pledgee agrees to take such actions
as the Pledgor may reasonably request, and at the sole cost and expense of the
Pledgor, (a) to return the Collateral to the Pledgor, and (b) to evidence the
termination of this Agreement, including, without limitation, the filing of any
releases or any termination statements under the Uniform Commercial Code.
Section 20. Severability. Whenever possible, each provision of this
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Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provisions shall be ineffective only to
the extent of such prohibition or invalidity,
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without invalidating the remainder of such provisions or the remaining
provisions of this Agreement.
Section 21. Headings. Section headings used herein are for convenience
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only and are not to affect the construction of or be taken into consideration in
interpreting this Agreement.
Section 22. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original and all of which shall
constitute but one agreement.
Section 23. Definitions.
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(a) For purposes hereof:
"Event of Default" has the meaning given such term in the Notes.
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"Lien" means as applied to the property of any Person means: (a) any
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security interest, encumbrance, mortgage, deed to secure debt, deed of trust,
pledge, lien, charge or lease constituting a capitalized lease obligation,
conditional sale or other title retention agreement, or other security title or
encumbrance of any kind in respect of any property of such Person, or upon the
income or profits therefrom; (b) any arrangement, express or implied, under
which any property of such Person is transferred, sequestered or otherwise
identified for the purpose of subjecting the same to the payment of indebtedness
or performance of any other obligation in priority to the payment of the
general, unsecured creditors of such Person; (c) the filing of any financing
statement under the Uniform Commercial Code or its equivalent in any
jurisdiction; and (d) any agreement by such Person to grant, give or otherwise
convey any of the foregoing.
"Permitted Liens" means: (a) Liens securing taxes, assessments and other
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charges or levies imposed by any governmental authority or the claims of
materialmen, mechanics, carriers, warehousemen or landlords for labor,
materials, supplies or rentals incurred in the ordinary course of business, the
payment with respect to which is not yet due; and (b) Liens in favor of the
Pledgor.
"Person" means an individual, corporation, partnership, limited liability
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company, association, trust or unincorporated organization, or a government or
any agency or political subdivision thereof.
"Securities Act" means the Securities Act of 1933, as amended from time to
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time, together with all rules and regulations issued thereunder.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the Pledgor has executed and delivered this Pledge
Agreement under seal as of this the date first written above.
MRY PARTNERS, L.P.
By: /s/ Robert A. Yellowlees
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Name: Robert A. Yellowlees
Title: General Partner
Agreed to, accepted and acknowledged
as of the date first written above.
NATIONAL DATA CORPORATION
By: /s/ Patricia A. Wilson
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Name: Patricia A. Wilson
Title: General Counsel
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Schedule 1 to Pledge Agreement
Pledged Shares
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Issuer No. and Type of Securities Certificate No(s).
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National Data Corporation 273,877 shares of common stock delivered to
Pledgor upon exercise of that certain
non-qualified stock option agreement dated as
of July 28, 1992 between the National Data
Corporation and Robert A. Yellowlees (the
"July 28, 1992 Option Securities")
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National Data Corporation 248,493 shares of common stock delivered to
Pledgor upon exercise of that certain
non-qualified stock option agreement dated as
of June 1, 1993 between the National Data
Corporation and Robert A. Yellowlees (the
"June 1, 1993 Option Securities")
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National Data Corporation 243,125 shares of common stock delivered to
Pledgor upon exercise of that certain
non-qualified stock option agreement dated as
of June 1, 1994 between the National Data
Corporation and Robert A. Yellowlees (the
"June 1, 1994 Option Securities")
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