EXECUTION COPY
EXHIBIT 10.22
PPV (THAILAND) CO., LTD,
PLEDGE OF SHARES AGREEMENT
--------------------------
THIS AGREEMENT is made on December 29, 1995 among
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(1) MagiNet Corporation, a company registered under the laws of the State of
California and having its registered office at 405 Tasman Drive, Sunnyvale,
California 94089, U.S.A., (the "Pledgor") as Pledgor;
(2) Each of the Noteholders named in Annex 1 (the "Pledgees") as Pledgees; and
(3) The Chase Manhattan Bank, N.A. (the "Collateral Agent") as collateral agent
for the Pledgees.
WHEREAS:
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The Pledgor has entered into the Note Agreement with the Pledgees and the other
Note Documents on August 15, 1995 which contemplate the entering into of this
Agreement.
NOW IT IS HEREBY AGREED as follows:
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1. Definitions
-----------
1.1 In this Agreement, expressions defined in the Note Agreement shall
have the same meanings, except as otherwise defined herein.
"Company" means PPV (Thailand) Co., Ltd., a Thai limited company
(registration number 420/2537) with registered office at 425/1 Soi
Sirijulsavek, Silom Road, Kwaeng Silom, Khet Bangrak, Bangkok,
Thailand.
"Maximum Foreign Pledge" means (i) prior to the occurrence of a Change
in Tax Law Event, the aggregate number of Shares representing 66% (or
such other threshold amount as may become relevant after the date
hereof in determining whether a pledge under one or more pledge
agreements would result in the undistributed earnings of the Company,
as determined for U.S. Federal income tax purposes, being treated as a
deemed dividend to the Pledgor) of the total combined voting power of
all classes of Shares entitled to vote; and (ii) on and following the
occurrence of a Change in Tax Law
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Event, the aggregate number of Shares representing the maximum total
combined voting power of all classes of Shares entitled to vote that
may be pledged without creating a deemed dividend to the Pledgor.
"Pledged Shares" means the 660,000 shares of the Company owned by
Pledgor, share numbers 1 to 590,000 and 600,001 to 670,000, inclusive.
"Secured Obligations" means (i) the payment due of the principal of
and interest in respect of the Notes and payment of all other
obligations and liabilities (including without limitation indemnities,
premium, if any, fees and interest thereon) of the Pledgors, now
existing or hereafter incurred under, arising out of or in connection
with the Note Agreement, each Note or any other Note Document (other
than the Warrants); and (ii) the due performance and compliance with
the terms of the Note Documents by the Pledgors.
"Shares" means all the issued and outstanding shares or similar equity
interests of the Company (and any options, warrants or other rights to
purchase such shares or similar equity interests) now or hereafter
owned by the Pledgor.
1.2 Save where the contrary is indicated, any reference in this Agreement
to this Agreement or any other document shall be interpreted as a
reference to this Agreement or, as the case may be, such other
document as the same may from time to time be amended or novated.
2. Pledge
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2.1 The Pledgor hereby pledges the Pledged Shares to the Pledgees as
collateral for due and punctual payment and performance of the Secured
Obligations;
2.2 The Pledgor shall deliver to the Collateral Agent (on behalf of the
Pledgees) the share certificates representing the Pledged Shares as
described in Annex 2 hereto evidencing the Pledgor's ownership
thereof;
2.3 The Pledgor undertakes with the Collateral Agent (for the account of
the Pledgees) that at any time if the Pledgor shall acquire (by
purchase, stock dividend or otherwise) at any time or from time to
time after the date hereof, any Shares (other than Pledged Shares)
and, following such acquisition, the Pledged Shares (together with any
Shares pledged to the Pledgees under another pledge agreement) are
less than the then-
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existing Maximum Foreign Pledge, then the Pledgor will forthwith (i)
pledge on a first priority basis under another pledge agreement in
form and substance satisfactory to the Collateral Agent (on behalf of
the Pledgees), and deposit as security with the Collateral Agent (on
behalf of the Pledgees), such additional Shares as are necessary so
that the Pledged Shares and such additional Shares so pledged under
another pledge agreement are equal to the then-existing Maximum
Foreign Pledge and (ii) deliver to the Collateral Agent certificates
therefor. The Pledgor will promptly deliver to the Collateral Agent a
certificate executed by a Responsible Officer describing such
additional Shares and certifying that the same have been duly pledged
with the Pledgees under such other pledge agreement. Such other
Shares shall be deemed to be included within the definition of
"Pledged Shares" for all purposes herein.
2.4 If a Change in Tax Law Event occurs, then the Pledgor shall forthwith
pledge under another pledge agreement in form and substance
satisfactory to the Collateral Agent (on behalf of the Pledgees) that
portion of the Shares owned by the Pledgor and not previously pledged
to the Pledgees. The Pledgor will promptly deliver to the Collateral
Agent a certificate executed by a Responsible Officer describing such
additional Shares and certifying that the same have been duly pledged
with the Pledgees under such other pledge agreement.
2.5 The Pledgor shall, and agrees (including upon request by the
Collateral Agent), to make, execute, do and perform all such acts,
deeds, documents, instruments of transfer, matters and things as may
be reasonably required or deemed advisable (i) to ensure that the
Collateral Agent (for the account of the Pledgees) has in its
possession (a) the share certificates evidencing the Shares, and (b)
notices to the Company in the form set forth in Annex 3 duly
acknowledged by the Company or any subsequently appointed share
registrar and (ii) to comply with the requirements of Section 7.13 of
the Note Agreement (which provision is incorporated in full herein by
reference) and do such further acts and things (including, without
limitation, paying all required documentary and other stamp tax) and
execute and deliver to the Collateral Agent (on behalf of the
Pledgees) such additional conveyances, assignments, agreements and
instruments (including without limitation one or more pledge
agreements in form and substance satisfactory to the Collateral Agent)
as may be reasonably required or deemed advisable to carry into effect
the purposes of this Agreement or to further assure and confirm unto
the Pledgees or the Collateral Agent their respective rights, powers
and remedies hereunder. The Collateral Agent shall not be liable for
any failure of the Pledgor to perform its duties pursuant to this
Section 2.5.
2.6 The Pledgor agrees that if at any time by reason of amalgamation,
reorganization, takeover, share certificate separation or for any
other
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reason whosoever whereby the Pledged Shares become represented by
other shares, share certificates, securities, debentures or cash
in place of the share certificates delivered under Clause 2.2
above, such other shares, share certificates, securities,
debentures or cash shall forthwith on receipt be deposited and
pledged with the Pledgees. Such other shares, share certificates,
securities, debentures or cash shall be deemed to be included
within the definition of the "Pledged Shares" for all the
purposes under this Agreement.
3. Representations and Covenant
----------------------------
3.1 The Pledgor represents to the Pledgees and the Collateral Agent
that:
(a) the Shares have been duly and validly issued, are fully paid, are
legally and beneficially owned by the Pledgor, and are free of
any pledge or other encumbrance;
(b) all authorizations required for the Pledgor to execute and
perform its obligations under this Agreement have been obtained
and delivered to the Collateral Agent and are in full force and
effect;
(c) the Pledgor has full power, authority and legal right to pledge
the Shares and to execute and perform its obligations under this
Agreement and the execution and performance of its obligations
under this Agreement will not breach any agreement to which the
Pledgor is a party or violate its constitutional documents; and
(d) this Agreement (and any other pledge agreement entered into as
contemplated by this Agreement) following delivery of share
certificates according to Clause 2.2 and entry of the pledge in
the share register book of the Company will constitute valid
security in the Pledged Shares.
3.2 The Pledgor covenants to the Pledgees that:
(a) The Pledgor shall upon execution of this Agreement (and any other
pledge agreement entered into as contemplated by this Agreement)
join with the Pledgees in notifying the Share Registrar of the
Company of the pledge hereby created;
(b) The Pledgor shall, in connection with this Agreement (and any
other pledge agreement entered into as contemplated by this
Agreement), cause the Company to furnish the Collateral Agent
with an acknowledgment in the form set forth in Annex 4;
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(c) the Pledgor will not transfer, pledge or otherwise dispose of the
Shares or any of them;
(d) the Pledgor shall pay in a timely manner all calls for unpaid
capital on the Shares; and
(e) the Pledgor will not assign, sell or otherwise dispose of, grant
any option with respect to, or create, incur, assume or suffer to
exist any Lien on any portion of the Pledged Shares or any other
Shares owned by it, except; (i) Liens in favor of Persons other
than the Pledgees permitted under Section 8.1 of the Note
Agreement; and (ii) Liens created by this Agreement and by any
other Pledge Document.
4. Dividends and Other Distributions
---------------------------------
4.1 Unless and until an Event of Default is continuing, all cash dividends
or other cash distributions payable in respect of the Pledged Shares
shall be paid directly to the Pledgor; provided, that, notwithstanding
any of the foregoing, all cash dividends payable in respect of the
Pledged Shares which are determined by the Collateral Agent to
represent in whole or in part an extraordinary, liquidating or other
distribution in return of capital (each, a "Liquidating Dividend")
shall be paid directly to the Collateral Agent and retained by it as
part of the collateral hereunder unless the event creating such
Liquidating Dividend was permitted by, and did not otherwise result in
an Event of Default under, the Note Agreement.
4.2 Upon an occurrence and continuance of Event of Default, all cash
dividends or other cash distributions payable in respect of the
Pledged Shares shall be paid directly to the Collateral Agent (for the
account of the Pledgees) as collateral.
4.3 The Pledgees shall also be entitled to receive directly, and to retain
as part of the collateral hereunder:
(a) all other or additional securities of the Company paid or
distributed by way of dividend in respect of the Pledged Shares;
(b) all other or additional securities or property (including cash)
paid or distributed in respect of the Pledged Shares by way of
share split, spin-off, split-up, reclassification, combination of
shares or similar rearrangement; and
(c) all other or additional securities or property which may be paid
in respect of the Pledged Shares by reason of any
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consolidation, merger, exchange of shares, conveyance of assets,
liquidation or similar corporate reorganization.
5. Voting Rights
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5.1 Unless and until an Event of Default is continuing, the Pledgor may
vote the Pledged Shares provided that the Pledgor shall cast no vote
or take any action which would violate or be inconsistent with any of
the terms of this Agreement, any other Note 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
Collateral Agent or the Pledgees. All such rights of the Pledgor to
vote shall cease upon the earlier to occur of (i) delivery to the
Pledgor of written notice from any Pledgee pursuant to Section 9.1 of
the Note Agreement or the Collateral Agent stating that an Event of
Default has occurred and is continuing; or (ii) a Responsible Officer
obtaining knowledge of any condition or event which constitutes an
Event of Default, when Clause 5.2 shall become applicable; provided,
that the Collateral Agent shall be under no duty to deliver the
written notice described in clause (i) of the foregoing unless and
until it has received a notice from any Pledgee stating that an Event
of Default has occurred and is continuing.
5.2 Upon an occurrence and continuance of Event of Default, the Pledgor
shall appoint the Pledgees and/or person or persons from time to time
nominated by the Pledgees to be their proxy or proxies authorized to
attend and vote in respect to all of the Pledged Shares in all
meetings of the shareholders of the Company.
6. Assignment and Transfer
-----------------------
The obligation of the Pledgor under this Agreement shall be absolute and
unconditional and shall remain in full force and effect and shall not be
released, discharged, terminated or otherwise affected by any assignment or
transfer in whole or in part of any Note. The Pledgor hereby consents to
any assignments or transfers or any re-assignments or re-transfers of any
of the Notes either in whole or in part, regardless of whether or not a
notice of such assignment or transfer or re-assignments or re-transfers has
been given to the Pledgor. Each assignee or transferee of any Note shall
have full security interest in the Pledged Shares in proportion to the
amount of the Note assigned or transferred. Promptly upon notice of any
such assignment or transfer, the Pledgor shall (i) if so requested by such
assignee or transferree, by the Pledgee making such assignment or transfer
or by the Collateral Agent, execute a novation agreement in connection
therewith and enter into a new pledge agreement substantially in the form
of this Agreement, and (ii) cause the Company to enter into the share
register book of the Company the name and address of each such assignee or
transferee.
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7. Expenses
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The Pledgor covenants and agrees to pay to the Pledgees and the Collateral
Agent from time to time, and the Pledgees and the Collateral Agent shall be
entitled to, reasonable compensation for all services rendered by any of
them, and the Pledgor agrees to indemnify and reimburse to the Pledgees and
the Collateral Agent, all expenses, disbursements and costs reasonably
incurred or made by the Pledgees or the Collateral Agent, as the case may
be, in relation to the execution, performance and enforcement of this
Agreement.
8. Enforcement
-----------
8.1 If any Event of Default occurs and is continuing, the Collateral Agent
shall give notice to the Pledgor requiring it to remedy the default
within 7 (seven) days from the date of receipt of said notice.
Failure to remedy the default shall cause the pledge constituted under
Clause 2 to become immediately enforceable, provided that the
Collateral Agent notifies the Pledgor that the Required Holders have
so resolved. Once the pledge constituted under Clause 2 has become
enforceable, the Pledgees may sell the Pledged Shares by public
auction and take any other actions or exercise any other remedies
permitted by law. The Pledgor hereby authorized the Pledgees and/or
the Collateral Agent, any of their employees, agents or
representatives to conduct and participate in any public auction for
the purpose of enforcement.
8.2 In the enforcement of the pledge, the Collateral Agent may select any
or all of the Pledged Shares to be sold, as the Pledgees may instruct
in writing.
8.3 The proceeds (net of expenses) of the sale of the Pledged Shares at
any public auction shall be applied towards paying or discharging all
amounts to which the Pledgees are entitled. If and to the extent that
such proceeds are insufficient for such purpose, the Pledgor shall be
liable for the deficiency.
9. Waivers
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All rights of the Pledgees under this Agreement shall continue unimpaired,
and the Pledgor shall remain obligated in accordance with the terms of this
Agreement, notwithstanding the substitution of any of the Pledged Shares
held under this Agreement at any time, or of any rights or interest in this
Agreement, or any delay, extension of time, renewal, compromise or other
indulgence granted by the Pledgees in reference to any of the Secured
Obligations (including any renewal, extension, amendment or modification
of, or addition or supplement to or deletion from, the Note Agreement, any
Note or any other instrument or agreement referred to therein or any
assignment or transfer of any thereof), the Pledgor hereby waiving all
notice of any such delay, extension, release, substitution, renewal,
compromise or other
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indulgence, and hereby consenting to be bound thereby as fully and
effectually as if had expressly agreed thereto in advance.
10. Termination
-----------
The pledge constituted under Clause 2 shall remain in full force and effect
until the earlier of (a) the date on which the pledge may be released in
accordance with the terms of the Note Agreement and (b) the date on which
the Secured Obligations have been paid and discharged in full. After such
date, the Collateral Agent (for the account of the pledgees) shall at the
written request and expense of the Pledgor, terminate and discharge with no
warranty the pledge hereby created.
11. Rights and Remedies
-------------------
11.1 All rights and remedies of the Pledgees under this Agreement are
in addition to and not in limitation of any rights by law. The
rights and remedies granted to the Pledgees under this Agreement
shall be cumulative and may be exercised singly or concurrently
on any one or more occasions. This Agreement shall be in
addition to and shall be independent of every guarantee,
indemnity or other collateral which any of the Pledgees may at
any time hold for the Secured Obligations.
11.2 Nothing contained in this Agreement is intended to, or shall
operate so as to, prejudice or affect any guarantee, indemnity or
other collateral of any kind whatsoever which any of the Pledgees
may have for the Secured Obligations or any of them or any right,
remedy or privilege of any of the Pledgees thereunder.
11.3 Any receipt, release or discharge of the collateral created by,
or of any liability arising under, this Agreement may be given by
the Collateral Agent (acting in accordance with the instructions
of the Pledgees) and shall not release or discharge the Pledgor
from any liability for the same or any other monies which may
exist independently of this Agreement. Where such receipt,
release or discharge relates only to part of the Pledges Shares
such receipt, release or discharge shall not prejudice or affect
the collateral hereby created in relation to the remainder of the
Pledged Shares.
11.4 The Collateral Agent may in its discretion grant time or other
indulgence, or make any other arrangement, variation or release
with, the Pledgor or any other person (whether or not party
hereto and whether or not jointly liable with the Pledgor) in
respect of the Secured Obligations or of any other collateral
therefore or guarantee in respect thereof without prejudice
either to the collateral created by or pursuant to this Agreement
or to the liability of the Pledgor for the Secured Obligations.
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12. Notices
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(A) Each communication under this Agreement shall be made by facsimile
transmission or telex or registered mail or otherwise in writing.
Each communication or document to be delivered under this Agreement
shall be sent to the addressee at the facsimile number or telex number
or address and marked for the attention of the person (if any) from
time to time designated by the relevant party to the Collateral Agent
(in the case of the Collateral Agent, by it to each other party) for
the purpose of this Agreement. The initial facsimile and telex
number, address and person so designated (if any) by each party are
set out under its name on Annex 5.
(B) Any communication from the Pledgor shall be irrevocable and shall not
be effective until received by the Collateral Agent. Any other
communication to any person shall be deemed to be received by it (if
sent by facsimile transmission or telex) on the next Business Day in
the place to which it is sent after dispatch with transmission report
or, as the case may be, answerback or (in any other case) two Business
Days (or five Business Days if sent from one country to another) after
the same has been sent by post with postage prepaid (which shall be
airmail in the case of international post).
(C) All communications and documents shall be in English.
13. Governing Law
-------------
This Agreement shall take effect under and be governed by and construed in
accordance with the laws of Thailand.
14. Amendments
----------
None of the terms or provisions of this Agreement may be altered, modified,
amended or waived except as the Collateral Agent (acting in accordance with
the written instructions of the Pledgees) may consent thereto in writing.
15. Successors and Assignees
------------------------
This Agreement shall be binding upon and ensure to the benefit of each
Pledgee and the Collateral Agent and their respective successors and
permitted assigns. The Pledgor shall not assign its rights or obligations
hereunder without the consent of the Collateral Agent (acting on the
written instructions of the Pledgees). Any bank into which the Collateral
Agent may be merged, or any corporation or bank resulting from any merger,
conversion or consolidation to which the Collateral Agent shall be a party,
or any corporation to which the Collateral Agent shall sell or otherwise
transfer all or substantially all of its corporate trust business shall be
the successor to the Collateral Agent under this
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Agreement without the execution or filing of any document or any further
act on the part of the parties hereto.
16. Invalidity of Any Provisions
----------------------------
If any of the provisions of the Assignment becomes invalid, illegal or
unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired.
IN WITNESS whereof the duly authorized representatives of the parties hereto
have executed this Agreement the day and year first before written.
The Pledgor:
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MAGINET CORPORATION
By:/s/ J.A. Barth
--------------------------
Name: JAMES A. BARTH
Title: CFO
The Pledgees:
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NEW YORK LIFE INSURANCE COMPANY
By:
--------------------------
Name:
Title:
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
By:
--------------------------
Name:
Title:
WASLIC COMPANY II
By:
--------------------------
Name:
Title:
NAMTOR BVC LP
By:
--------------------------
Name:
Title:
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IN WITNESS whereof the duly authorized representatives of the parties hereto
have executed this Agreement the day and year first before written.
The Pledgor:
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MAGINET CORPORATION
By:
--------------------------
Name:
Title:
The Pledgees:
- -------------
NEW YORK LIFE INSURANCE COMPANY
BY:/s/Mark C. Boyce
--------------------------
Name: Mark C. Boyce
Title: Investment Vice President
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
By:
--------------------------
Name:
Title:
WASLIC COMPANY II
BY:
--------------------------
Name:
Title:
NAMTOR BVC LP
By:
--------------------------
Name:
Title:
11
IN WITNESS whereof the duly authorized representatives of the parties hereto
have executed this Agreement the day and year first before written.
The Pledgor:
- ------------
MAGINET CORPORATION
By:
--------------------------
Name:
Title:
The Pledgees:
- -------------
NEW YORK LIFE INSURANCE COMPANY
By:
--------------------------
Name:
Title:
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
By:/s/ Peter W. Oliver
--------------------------
Name: Peter W. Oliver
Title: Managing Director
WASLIC COMPANY II
By:
--------------------------
Name:
Title:
NAMTOR BVC LP
By:
--------------------------
Name:
Title:
11
IN WITNESS whereof the duly authorized representatives of the parties hereto
have executed this Agreement the day and year first before written.
The Pledgor:
- ------------
MAGINET CORPORATION
By:
--------------------------
Name:
Title:
The Pledgees:
- -------------
NEW YORK LIFE INSURANCE COMPANY
BY:
--------------------------
Name:
Title:
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
By:
--------------------------
Name:
Title:
WASLIC COMPANY II
BY:/s/ Daniel F. Lindley
--------------------------
Name: Danel F. Lindley
Title: President
NAMTOR BVC LP
By:
--------------------------
Name:
Title:
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IN WITNESS whereof the duly authorized representatives of the parties hereto
have executed this Agreement the day and year first before written.
The Pledgor:
- ------------
MAGINET CORPORATION
By:
--------------------------
Name:
Title:
The Pledgees:
- -------------
NEW YORK LIFE INSURANCE COMPANY
By:
--------------------------
Name:
Title:
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
By:
--------------------------
Name:
Title:
WASLIC COMPANY II
By:
--------------------------
Name:
Title:
NAMTOR BVC LP
By:/s/ Michael C. Rothman
--------------------------
Name: Michael C. Rothman
Title: Partner
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The Collateral Agent:
- ---------------------
CHASE MANHATTAN BANK, N.A., as Collateral Agent.
By:/s/ Rossana Abueva
--------------------------
Name: Rossana Abueva
Title: Vice President
ANNEX 1
The Pledgees
------------
1. New York Life Insurance Company
2. The Mutual Life Insurance Company of New York
3. Waslic Company II
4. Namtor BVC LP
ANNEX 2
Amount
Certificate No. Name of Shareholder Number of Shares Share Number Par Value Paid-up(%)
- ---------------- ------------------- ---------------- ------------ --------- ----------
0016 MagiNet Corporation 660,000 1-590000, 10.- 100%
600001-670000
Number of Shares owned by Pledgor: 774,993
Date: December ,1995
PPV (THAILAND) CO. LTD.
Address: 425/1 Soi Sirijulsavek
Silom Road, Kwaeng Lumpini
Khet Bangrak, Bangkok, Thailand
Dear Sirs:
We, who own the following shares in your company, have pledged such shares to
the Noteholders listed in the attached Schedule.
Share Certificate No. No. of Shares Shares Numbers
--------------------- ------------- --------------
0016 660,000 1-590000,
600001-670000
Please register such pledge in the Share Register Book of the Company, and send
to the Collateral Agent:
(i) a copy of this letter countersigned by your authorized directors to confirm
that the pledge has been duly registered in the Share Register Book; and
(ii) a copy of the Share Register Book showing such registration of pledge
certified true and correct by authorized directors.
When the pledge is released, the Collateral Agent (on behalf on the Pledgees)
will inform you accordingly so that the pledge may be withdrawn from the Share
Register Book. In case of enforcement of the pledge by auction, the Collateral
Agent (on behalf of the Pledgees) will inform you accordingly to cancel the
pledge and register the shares in the name of the selected bidder.
In transferring shares according to the enforcement of the pledge, we
irrevocably authorize in advance the Collateral Agent (on behalf of the
Pledgees) to sign on behalf of
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Maginet Corporation as the transferor on the share transfer deed to be made
according to the Company's articles of association and pay the stamp duty.
Yours faithfully,
MAGINET CORPORATION
By:
-----------------
Acknowledgement of Pledge of Shares.
- ------------------------------------
We, PPV (Thailand) Co., Ltd., confirm that the above pledge has been entered in
the Share Register Book of the Company.
PPV (THAILAND) CO., LTD.
By:/s/(authorized directors [2 signatures])
----------------------------------------
(authorized director)
[PPV logo not shown]
2
Maginet Corporation as the transferor on the share transfer deed to be made
according to the Company's articles of association and pay the stamp duty.
Yours faithfully,
MAGINET CORPORATION
By:/s/J.A. Barth
----------------
Acknowledgement of Pledge of Shares.
- ------------------------------------
We, PPV (Thailand) Co., Ltd., confirm that the above pledge has been entered in
the Share Register Book of the Company.
PPV (THAILAND) CO., LTD.
By:/s/(authorized directors [2 signatures])
----------------------------------------
(authorized director)
[PPV logo not shown]
2
ANNEX 4
Form of Acknowledgement
-----------------------
Date: _______________________
To: New York Life Insurance Company
51 Madison Avenue
New York, New York 10010
U.S.A.
The Mutual Life Insurance Company of New York
1740 Broadway, 11th Floor
New York, New York 10019
U.S.A.
Waslic Company II
c/o FT Washington Investment Advisors
400 Broadway
Cincinnati, Ohio 45202
U.S.A.
Namtor BVC LP
311 South Wacker Drive, Suite 4190
Chicago, Illinois 60606
U.S.A.
The Chase Manhattan Bank, N.A.
Corporate Trust Administration
4 Chase MetroTech Center, 3rd Floor
Brooklyn, New York 11245
U.S.A.
as Collateral Agent
Acknowledgment of the Thai Pledge of Shares Agreement.
- -----------------------------------------------------
We hereby acknowledge receipt of a notice of pledge and
(i) consent and agree to the terms of the Thai Pledge of Shares
Agreement;
(ii) confirm that we have not received any other notice of, and have not
previously consented to, the pledge of all or any of the Pledged
Shares; and
(iii) Upon an occurrence and continuance of an Event of Default and when
advised by the Collateral Agent, agree to (i) pay all cash
dividends or other cash distributions payable in respect of the
Pledged Shares directly to the, Collateral Agent (for the account
of the Pledgees) and (ii) provide necessary documents to effect the
entitlement of the Pledgees under Clause 4.3 of the Thai Pledge of
Shares Agreement.
The pledge has been duly approved by the directors under Article 10 of the
Articles of Association of the Company, and has been duly entered in the share
register book of this Company.
We hereby confirm that this acknowledgment is our legal, valid and enforceable
obligation and we have the right, power and authority to enter into and perform
our obligations under this acknowledgment.
Yours faithfully,
PPV (Thailand) Co. Ltd.
By: /s/ [2 signatures]
----------------------
(Authorized Directors)
[PPV logo not shown]
ANNEX 5
NEW YORK LIFE INSURANCE COMPANY
51 Madison Avenue
New York, New York 10010 U.S.A.
Attention: Investment Department
Private Finance Group Facsimile: 1-212-447-4122
with a copy to Office of the General Counsel
Facsimile: 1-212-576-8340
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
1740 Broadway
New York, New York 10019 U.S.A.
Attention: MONY Capital Management Unit
NAMTOR BVC LP
Namtor Inc.
311 South Wacker Drive
Chicago, Illinois 60606 U.S.A.
Attention: Edward P. Langefeld
Facsimile: 1-312-663-4706
WASLIC COMPANY II
J.P. Morgan Delaware
902 N. Market Street, 9th Floor
Wilmington, Delaware 19801 U.S.A.
Facsimile 1-302-651-9637
With a copy to:
Ft. Washington Investment Advisors
400 Broadway
Cincinnati, Ohio 45202 U.S.A.
Facsimile: 1-513-629-1695
THE CHASE MANHATTAN BANK, N.A.
Corporate Trust Administration
4 Chase MetroTech Center
3rd Floor
Brooklyn, New York 11245
Facsimile: 1-718-242-5885