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Exhibit 10.81
PCG STOCK PLEDGE AGREEMENT
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PLEDGE AGREEMENT dated as of June 15, 1994 by and among PARTECH
HOLDINGS CORPORATION, a Delaware corporation, with principal offices at 3366
Riverside Drive, Suite 200, Columbus, Ohio 43221 (the "Company" or the
"Pledgor"); PARTECH COMMUNICATIONS GROUP, INC., a Nevada corporation, with
principal offices at 3366 Riverside Drive, Suite 200, Columbus, Ohio 43221
("PCG"); the purchasers of the Company's 6% Secured Notes (the "Notes")
listed on Schedule A hereto (each, a "Pledgee"; collectively, the
"Pledgees"); and KELLEY DRYE & WARREN ("KDW") as representative of the
Pledgees, solely for the limited purpose of holding the Pledged
Securities as further described herein.
THE TERMS AND CONDITIONS of this Agreement are as follows:
1. THE PLEDGED SECURITIES. The property subject to this Agreement
(referred to collectively hereinafter as either the "Pledged Securities" or
the "collateral") is:
(a) The securities identified in Schedule B hereto; and
(b) All proceeds of any of the foregoing.
2. DELIVERY AND PLEDGE.
(a) The Pledgor has previously delivered or is delivering herewith
to KDW the Pledged Securities identified in Schedule B hereto, together with
stock powers duly endorsed in blank (Pledgor shall deliver four (4) executed
stock powers duly endorsed in blank, with signature guaranteed). All Pledged
Securities shall be held in pledge in accordance with the terms of this
Agreement as security for the payment and performance of all of (i) the
Company's obligations and agreements now existing or hereafter arising under
the Subscription Agreement (in the form attached hereto as Exhibit Y) between
the Company and each of the parties listed
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on Schedule A hereto and (ii) the Notes issued by the Company. The
obligations and agreements referred to herein are hereinafter collectively
referred to as the "Obligations." Each purchaser of a Note from the Company
shall execute a counterpart of the signature page to this Agreement and by such
signature shall become a party hereto, as a Pledgee, and shall be entitled to
the rights and preferences afforded a Pledgee hereunder. The rights and
preferences of each Pledgee shall be equal and ratable based upon the principal
amount of such Pledgee's Note as compared to all Notes outstanding.
(b) Pledgor hereby grant to the Pledgees a possessory lien and a
security interest in the Pledged Securities pursuant to the Uniform Commercial
Code as in effect in the State of New York from time to time (the "UCC") for
the security purposes hereinabove stated. The Pledgor covenants and agrees
that it will maintain and preserve the lien of the pledge hereunder as a first
lien on the Pledged Securities, and the interest of the Pledgees therein,
against the claims and demands of all persons who may claim the same.
(c) Subject to the actual exercise by Pledgor of its right in respect
of the Pledged Securities as permitted by the terms of this Agreement, Pledgee
shall have and may exercise all rights of a pledgee with respect to the Pledged
Securities, provided, however, that the Pledgees may not register the Pledged
Securities in their name or in the name of their nominee or nominees, as
pledgees, unless a default occurs in accordance with Section 6 hereof.
3. VOTING RIGHTS. Pledgor shall have the right to vote the Pledged
Securities until a foreclosure on the Pledged Securities pursuant to Section 8
of this Agreement.
4. REPRESENTATION AND WARRANTIES OF THE PLEDGOR. The Pledgor hereby
makes the
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following representations and warranties with respect to the Pledged
Securities, all of which shall survive so long as the Company has any
obligation under the Notes.
(a) The Pledgor has good and marketable title to all of the
Pledged Securities as sole owner thereof, free and clear of all liens,
charges and encumbrances whatsoever, and full power and lawful authority
to pledge the same hereunder, free and clear of any other pledge,
assignment, lien, charge or encumbrance.
(b) None of the Pledged Securities is subject to any prohibition
against encumbering, pledging, hypothecating or, subject to Federal
Communications Commission ("FCC") consent, assigning or otherwise transferring
the same or requires notice or consent in connection therewith.
(c) The Pledgor has full power and authority to execute,
deliver and perform its obligations under this Pledge Agreement and to pledge
the collateral in accordance with the terms hereof. This Pledge Agreement has
been duly executed and delivered by Pledgor and constitutes the legal,
valid and binding agreement of Pledgor.
(d) This Pledge Agreement creates a valid first lien and
perfected security interest in the collateral.
5. COVENANTS OF PLEDGOR.
(a) The Pledgor hereby covenants and agrees that for so long
as this Pledge Agreement shall remain in force and effect, it will not
sell, convey or dispose of any of the collateral or any interest therein, or
create, incur or permit to exist any pledge, mortgage, lien, charge,
encumbrance or other security interest whatsoever with respect to any of the
collateral.
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(b) The Pledgor hereby covenants and agrees to defend each
of the Pledgees' respective right, title and security interest in and to
the collateral against the claims of any person, firm, corporation or other
entity.
(c) The Pledgor hereby covenants and agrees to immediately
take all action necessary, at the direction of the Pledgees, or their
counsel (including, without limitation, using its best efforts to ensure
that PCG's transfer agent effects a registered transfer to each of the
respective Pledgees of all securities which constitute a part of the
collateral), to transfer such securities to the respective Pledgee's name
after the occurrence of any event of default described in Section 7 hereof.
(d) The Pledgor hereby covenants and agrees to indemnify and
hold the Pledgees harmless if the securities which constitute part of the
collateral are not promptly re-registered in the name of the requesting
Pledgee upon such Pledgee's request after the occurrence of any event of
default described in Section 7 hereof.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR AND PCG.
(a) Pledgor and PCG hereby represent and warrant that PCG is, and
hereby covenant and agree that they shall cause PCG to continue to be, the
owner of all of the capital stock of each subsidiary of the Company that holds
an FCC license.
(b) The Pledgor and PCG hereby covenant and agree to take all
action to permit for the foreclosure upon any or all of the Pledged
Securities, the transfer of such securities to the respective Pledgee's name
and any subsequent sale thereof by such Pledgee after the occurrence of any
event of default described in Section 7 hereof which action may be
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necessary or advisable (and within their power to so do) pursuant to any
federal, state or local communications statute, law, rule or regulation.
7. EVENTS OF DEFAULT. Any of the following shall constitute an
Event of Default under this Agreement:
(a) A default under any of the Notes;
(b) If the Pledgor fails to perform or observe any term,
covenant or agreement on its part to be performed or observed contained in this
Agreement;
(c) If the Pledgor attempts to sell or otherwise transfer any
of the Pledged Securities or permit any of the Pledged Securities to become
subject to any pledge, assignment, lien, charge or encumbrance other than
the pledge under this Agreement.
8. REMEDIES ON DEFAULT. In the event that an Event of Default, as
defined above, shall have occurred, each Pledgee shall have the right to
foreclose upon such Pledgee's pro rata share or any part thereof of the
Pledged Securities and shall become the owner of such number of shares of
PCG's capital stock as shall equal the total amount of shares due the
Pledgee hereunder in accord with the terms of this Section 8. Pledgee shall
promptly notify the Pledgor of its election to foreclose. Each Pledgee may
exercise its rights hereunder in whole or in part at such Pledgee's discretion.
Further, in addition to the foregoing and in no way limiting the
foregoing, with respect to the Pledged Securities, each Pledgee shall also
have the rights and remedies of a secured party under the Uniform
Commercial Code as in effect in the State of New York as of the date
thereof; provided that, prior to such time all voting rights associated with
the Collateral shall remain with the Pledgor.
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Each Pledgee's right to foreclose on Pledged Securities shall be limited
to the pro rata portion of the Pledged Securities which are allocated to
such Pledgee in accordance with the following sentence. Pledged Securities
shall be allocated based upon the percentage of Notes held by such Pledgee
as compared to the total Notes outstanding. Upon the payment of a Note, or
portion thereof, the remaining Pledged Securities allocated with respect to
the Pledgee of such Note shall remain allocated to the Pledgee of such Note,
with respect to any remaining Notes, or portions thereof, still held by
such Pledgee. Upon the satisfaction in full of all Notes held by such
Pledgee, any Pledged Securities which remain allocated to such Pledgee shall
be redistributed among the remaining Pledgees on a pro rata basis of the
amount of Notes held by each of such remaining Pledgees as compared to the
remaining Notes outstanding at the time of such redistribution. For purposes
of calculations hereunder, Notes held by the Company shall not be considered
outstanding, nor shall such Notes be entitled to the benefits of the pledge
hereunder.
Neither the Pledgor nor anyone claiming through or under it,
including its successors and assigns, shall or will set up, claim or seek to
take advantage of any appraisement, valuation, stay, extension, redemption or
other law now or hereafter in force, in order to prevent, delay or otherwise
hinder the enforcement of the lien and pledge hereunder, or the absolute
sale or other disposition of the Pledged Securities or the final and
absolute delivery into possession thereof of the purchaser or purchasers
or other transferees thereof. The Pledgor, for itself and all who may claim
through or under it, including its heirs, legal representatives, successors
and assigns, hereby waives the benefit of all such laws and hereby waives all
right of appraisement
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and redemption to which it or any of them may be entitled under any state or
federal law and any and all right to have the Pledged Securities or any
part thereof marshalled upon any foreclosure, sale or other enforcement
thereof.
All rights, remedies and powers conferred upon the Pledgees by this
Agreement shall, to the extent not prohibited by law, be deemed cumulative
and not exclusive of any thereof or of any other rights, remedies and powers
available to the Pledgees under the UCC or otherwise at law or in equity for
enforcement of this Agreement, the Notes or any of the other Obligations.
To the extent this Agreement modifies certain remedies or provides
remedies which conflict with remedies provided by the UCC, this Agreement
shall control to the maximum extent provided by law. The Pledgor hereby
expressly waives any rights under the UCC which would limit the provisions of
any part of this Agreement. The Pledgor hereby agrees and acknowledges that
the rights and remedies provided herein or hereby to the Pledgees are fair,
reasonable and equitable in all respects. No delay or omission of a Pledgee
to exercise any right, remedy or power accruing upon any default shall
impair any such right, remedy or power, or shall be construed to be a waiver
of any such default or acquiescence therein. Every right, remedy and power
conferred hereby may be exercised from time to time and as often as a Pledgee
shall deem expedient. No waiver of any default shall extend to or
affect any subsequent default or impair any right, remedy or power available
to such Pledgee or any other Pledgee. No single or partial exercise of any
right, remedy or power by any Pledgee shall preclude other or further
exercises thereof by such Pledgee or any other Pledgee.
The Pledgor agrees that, in connection with any action or proceeding
arising out of or
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relating to the Notes, this Agreement or the Pledged Securities:
(a) The Pledgor waives the right to trial by jury and all
defenses and right to interpose any setoff or counterclaim of any nature,
except and only to the extent such defense pertains to the existence of an
Event of Default;
(b) The Pledgor consents to the jurisdiction of any court of the
State of New York and of any federal court located in New York;
(c) The Pledgor waives personal service of any summons,
complaint or other process in connection with any such action or
proceeding and agrees that service thereof may be made, as Pledgee may
elect, by certified mail directed to Pledgor at its address for notice
provided for in Section 20 hereof or, in the alternative, in any other form
or manner permitted by law; and
(d) The Pledgor agrees that all of the Pledged Securities
constitute equal security for all of the Notes, and agree that the Pledgees
shall be entitled to sell or otherwise deal with any or all of the Pledged
Securities, in any order or simultaneously as Pledgee shall determine in its
sole discretion, as provided in this Section 8, free of any requirement
for the marshalling of assets or other restrictions upon such Pledgee in
dealing with the Pledged Securities except as otherwise expressly provided
in this Section 8.
9. KDW AS REPRESENTATIVE. Upon the election by one or more
Pledgees to foreclose upon Pledged Securities hereunder, such Pledgee(s)
shall notify KDW of such election simultaneously with its notice to the
Company and the Pledgor in accordance with the provisions of Section 8
hereof. As soon as practicable after receipt of such notice, KDW will
deliver to
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PCG's transfer agent at the address provided on Schedule B sufficient
share certificates and stock powers executed by the Pledgor, previously
delivered to KDW hereunder, with respect to the shares to be foreclosed upon
hereunder, subject to the limitations provided in Section 8 hereof, with a
notice that such documents are being delivered by KDW merely as an agent for
one or more Pledgees under this Pledge Agreement, with instructions to
cause certificates evidencing the shares not foreclosed upon to be issued
in the name of the Pledgor and returned to KDW. KDW shall continue to hold
the certificates returned to it in accordance with the terms of this
Agreement.
All additional instructions to the transfer agent, with respect to
foreclosed shares, shall come from either PCG or the respective Pledgee(s).
KDW is acting as a depositary of the Pledged Securities for the benefit of
the Pledgees. Neither KDW nor any Pledgee shall have the power to act for
or give instructions on behalf of any Pledgee hereunder other than itself.
Neither KDW nor any Pledgee shall assume any duty on behalf of any Pledgee
nor shall they be deemed to have any such duty absent a written agreement
signed by KDW and/or such Pledgee agreeing to accept such duty. KDW shall not
be responsible for any act or failure to act by any party other than KDW. KDW
shall not be responsible for any act or failure to act on its part or on the
part of its agents or employees except in the case of its own willful
malfeasance or gross negligence. Without limiting the foregoing, KDW shall be
under no duty to investigate a claim by any Pledgee, the Company, PCG or
PCG's transfer agent and shall incur no liability for distributing shares to
PCG's transfer agent, the Pledgor, the Company or a Pledgee upon a request
to do so. KDW may act or refrain from acting hereunder with respect
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to any matter referred to herein upon the advice of counsel.
10. DURATION OF THE PLEDGE AND REASSIGNMENT TO PLEDGOR.
(a) This Agreement and the pledge hereunder shall remain in full
force and effect until the date on which all of the Pledgor's Obligations are
satisfied. Upon such satisfaction, all remaining Pledged Securities shall be
returned to PCG for distribution to the Pledgor and this Agreement shall
terminate.
(b) To the extent that the proceeds of the Pledged
Securities in accordance with Section 8 reduce the principal due under such
Notes (after payment of interest, costs and other obligations due under
the Notes or hereunder), the respective Pledgee(s) shall assign, without
recourse, the respective Note(s) or portion(s) thereof to Pledgor, subject
to Pledgor's agreement to subordinate its Notes to all other outstanding
Note Obligations of the Company. Notes held by the Pledgor hereunder shall
not be entitled to the benefits of the Pledge hereunder. The respective
Pledgee(s) shall execute such assignments and other instruments as may be
reasonably requested by the Pledgor to implement such assignment of the
Note(s) to the Pledgor.
11. TRANSFER OF PLEDGE AGREEMENT. The parties hereto hereby agree
that each of the respective Pledgees may transfer in whole or in part their
respective rights, title and interest under and pursuant to this Pledge
Agreement to any other individuals or entities without notice to the
Pledgor; upon any such transfer, all of the terms, conditions and covenants
herein shall enure to the benefit of and be binding upon such transferees.
Upon any such transfer, all of the rights to the collateral of such Pledgee
shall be transferred to such transferees.
12. AUTHORIZATION. All corporate action on the part of the Company,
PCG and their
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respective officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement and the performance
by the Company and PCG of their respective obligations hereunder has been duly
taken. This Agreement, when executed and delivered by the Company, shall
constitute a valid and legally binding obligation of the Company, enforceable
in accordance with its terms.
13. COMPLIANCE WITH OTHER INSTRUMENTS. Neither the Company nor PCG
is in violation of any provision of (a) their respective Certificates of
Incorporation or By-Laws, as presently in effect, (b) any material agreement,
or (c) any federal or state judgment, writ, decree, order, statute, rule
or governmental regulation applicable to the Company or PCG, as the case
may be, the violation of which would have a material and adverse effect on
the Company or PCG, as the case may be, or the transactions contemplated
hereby. The Company's and PCG's respective execution and delivery of this
Agreement and their consummation of the transactions contemplated hereby will
not result in any such violation or conflict with, constitute a default or
require any consent under (a), (b) or (c) above, or result in the creation of
any lien, charge or encumbrance on any of their respective properties or
assets as contemplated herein.
14. ADDITIONAL COVENANTS OF THE COMPANY. The Company hereby
covenants and agrees to immediately take all action necessary, at the
direction of any of the Pledgees, to transfer the Pledged Securities,
subject to the limitation of the number of shares allocated to such
Pledgee(s) under Section 8 hereof, to or upon the order of such Pledgee(s)
after the occurrence of a default hereunder (including, without limitation,
using its best efforts to ensure
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that PCG's transfer agent effects a registered transfer to or upon the order
of each such Pledgee that number of shares of PCG's capital stock calculated
in accordance with Section 8 hereof which each such Pledgee is entitled to
receive upon an Event of Default hereunder.
15. INDEMNIFICATION.
(a) The Company hereby agrees to indemnify and hold harmless each
Pledgee and each of the Pledgee's stockholders, directors, officers, partners
and agents and each of their respective heirs, executors, administrators,
successors and assigns, from any loss, claim, damage, cost, lawsuit,
attorney's and accountant's fees, deficiency, assessment, administrative
order, fine, penalty, action, proceeding, judgment or expense, including
in all cases the reasonable fees and expenses of counsel, resulting from
or by reason of (a) any inaccuracy in any of the representations, or
breach of the warranties made by the Company in this Agreement or in
connection with this Agreement in any document executed and/or delivered by or
on behalf of the Company and (b) any failure of the Company to perform any
covenant or agreement set forth in this Agreement.
(b) PCG hereby agrees to indemnify and hold harmless each of the
Pledgees and each of the Pledgees' stockholders, directors, officers, partners
and agents and each of their respective heirs, executors, administrators,
successors and assigns, from any loss, claim, damage, cost, lawsuit,
attorney's and accountant's fees, deficiency, assessment, administrative
order, fine, penalty, action, proceeding, judgment or expense, including
in all cases, the reasonable fees and expenses of counsel, resulting from
or by reason of (a) any inaccuracy in any of the representations, or
breach of the warranties made by PCG in this Agreement or in
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connection with this Agreement in any document executed and or delivered by
or on behalf of PCG and (b) any failure of PCG to perform any covenant or
agreement set forth in this Agreement.
(c) Each Pledgee hereby agrees to indemnify and hold
harmless the Company, PCG and their respective stockholders, directors,
officers, partners and agents and each of their respective heirs, executors,
administrators, successors and assigns, from any loss, claim, damage, cost,
lawsuit, attorney's and accountant's fees, deficiency, assessment,
administrative order, fine, penalty, action, proceeding, judgment or
expense, including in all cases the reasonable fees and expenses of
counsel, resulting from or by reason of (a) any inaccuracy in any of the
representations, or breach of the warranties made by such Pledgee in this
Agreement or in connection with this Agreement in any document executed and
or delivered by such Pledgee and (b) any failure of such Pledgee to
perform any covenant or agreement set forth in this Agreement.
(d) The Company, PCG and each of the Pledgees hereby agree to
indemnify and hold harmless KDW and its partners and agents and each of
their respective heirs, executors, administrators, successors and assigns,
from any loss, claim, damage, cost, lawsuit, attorney's and accountant's
fees, deficiency, assessment, administrative order, fine, penalty, action,
proceeding, judgment or expense, including in all cases the reasonable fees
and expenses of counsel, resulting from or by reason of KDW's holding of the
Pledged Securities other than claims resulting from KDW's willful malfeasance
or gross negligence.
16. EXPENSES OF THE INVESTOR. All reasonable expenses incurred by any
Pledgee in
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connection with the exercise by such Pledgee of any of its respective
rights hereunder, including, without limitation, any attorney fee,
brokerage fees, and commissions in connection with any sale of the
collateral hereunder shall be promptly paid by the Company upon demand made
by such Pledgee.
17. REMEDIES. Each right, power and remedy provided for herein or
now or hereafter existing at law, in equity, by statute or otherwise, shall
be cumulative, and the exercise or forbearance of exercise by any party of
any one or more of such rights, powers or remedies shall not preclude the
simultaneous or later exercise by such party of any or all of such other
rights, powers or remedies, nor shall any failure to enforce any of such
rights, powers or remedies be deemed to constitute a waiver thereof.
18. FURTHER ASSURANCES. The Company and PCG shall at any time and
from time to time upon the written request of any Pledgee, execute and
deliver such further documents, including without limitation, representation
letters, and do such further acts and things as such Pledgee(s) may reasonably
request in order to effectuate the purposes of this Agreement and in order to
create, preserve and perfect the interest granted pursuant hereto or to
enable such Pledgee(s) to enforce its/their rights hereunder.
The Pledgor hereby agrees to give, execute, deliver, file and/or
record any financing statement, notice, instrument, document, agreement or
other papers that may be necessary or reasonably desirable (in the
judgment of any Pledgee or its counsel) to create, preserve, perfect or
validate any security interest granted pursuant hereto or to enable the
Pledgees or any one of them to exercise and enforce their rights hereunder
with respect to such security interest.
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19. AMENDMENTS; WAIVER; CONSENT. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Pledgor
therefrom, shall in any event be effective unless the same shall be in
writing and signed by each Pledgee, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
20. NOTICES. All notices provided for in this Agreement shall be in
writing signed by the party giving such notice, and delivered personally
(with delivery confirmed by receipt signed by the recipient) or sent by
overnight courier or messenger or sent by registered or certified mail (air
mail if overseas), return receipt requested, or by telex, facsimile
transmission, telegram or similar means of communication with delivery
confirmed. Notices shall be deemed to have been received on the date of
personal delivery, telex, facsimile transmission, telegram or similar means
of communication, or if sent by overnight courier or messenger, shall be
deemed to have been received on the next delivery day after deposit with the
courier or messenger, or if sent by certified or registered mail, return
receipt requested, shall be deemed to have been received on the third business
day after the date of mailing. Notices shall be sent to the addresses set
forth on Schedule C.
21. GOVERNING LAW. THIS AGREEMENT AND ALL DOCUMENTS DELIVERED IN
CONNECTION THEREWITH SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE RULES OF
CONFLICTS OF LAW.
22. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit
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of the parties hereto and their respective heirs, legal representatives,
successors and assigns, except that the Pledgor shall not have the right to
assign any rights hereunder without the prior written consent of all Pledgees.
23. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement.
24. SEVERABILITY OF PROVISIONS. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provisions in
any other jurisdiction.
25. HEADINGS. The headings preceding the text of this Agreement are
inserted solely for convenience of reference and shall not constitute a
part of this Agreement nor affect its meaning, construction or effect.
IN WITNESS WHEREOF, and in consideration of the agreements contained
herein and intending to be legally bound hereby, Pledgees hereby execute
this Agreement, and Pledgor, PCG and KDW as Representative have caused this
Agreement to be executed by their respective officers or partners thereunto
duly authorized, as of the date first above written.
PARTECH HOLDINGS CORPORATION,
as Pledgor and as the Company
By:
_________________________________________
Name: John E. Rayl
Title: President and Chief
Executive Officer
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PARTECH COMMUNICATIONS GROUP,
INC.
By:
_________________________________________
Name:_____________________________________
Title:____________________________________
KELLEY DRYE & WARREN,
as Representatives of the Pledgees
By:
_________________________________________
Name: Lawrence B. Fisher
Title: Partner
Pledgees:
GENERATION CAPITAL ASSOCIATES
By:
_________________________________________
Name: Frank Hart
Title: General Partner
__________________________________________
Name: Peter Prescott
JULES and AMOS SWIMMER, joint tenants
By:
_________________________________________
Name: Jules Swimmer
__________________________________________
Name: Jules Swimmer
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RSH PARTNERS
By:
_________________________________________
Name: Horace Hertz
Title: General Partner
TGR VENTURES, INC.
By:
_________________________________________
Name:
Title:
________________________________
By:
_________________________________________
Name:
Title:
________________________________
By:
_________________________________________
Name:
Title:
________________________________
By:
_________________________________________
Name:
Title:
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Schedule A
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Partech Holdings Corporation - Investor List
--------------------------------------------
Note
--------
1. Generation Capital Associates $300,000
Attn: Mr. Frank Hart
617 West End Avenue
New York, NY 10024
Tel: (212) 787-5541
Fax: (212) 496-6292
2. Peter Prescott $25,000
27341 Vista Azul
Capistrano Beach, CA 92624
Tel:
Fax:
3. Jules and Amos Swimmer $20,000
Joint Tenants
901 Dove Street, Suite 230
Newport Beach, CA 92660
Tel:
Fax:
4. Jules Swimmer $15,000
901 Dove Street, Suite 230
Newport Beach, CA 92660
Tel:
Fax:
5. RSH Partners $10,000
Attn: Mr. Horace Hertz
Park Place Tower
3333 Michaelson Drive, Suite 550
Irvine, CA 92715
Tel:
Fax:
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6. TGR Ventures, Inc. $ 10,000
7. $
8. $
9. $
10. $
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Schedule B
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Partech Holdings Corporation 1,000 Shares
All shares are shares of capital stock of Partech Communications
Group, Inc., $.01 par value per share.
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Schedule C
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ADDRESSES FOR NOTICES
---------------------
To the Pledgor:
Partech Holdings Corporation
3366 Riverside Drive
Suite 200
Columbus, Ohio 43221
Attn: Mr. John Rayl
Telephone: (614) 538-0660
Facsimile: (614) 538-0670
To PCG:
Partech Communications Group, Inc.
3366 Riverside Drive
Suite 200
Columbus, Ohio 43221
Attn: Mr. John Rayl
Telephone: (614) 538-0660
Facsimile: (614) 538-0670
To the Investors:
To each Investor at the address
provided in Schedule A hereto
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With a copy to:
Kelley Drye & Warren
101 Park Avenue
New York, NY 10178
Attn: Lawrence B. Fisher
Telephone: (212) 808-7800
Facsimile: (212) 808-7898
and
Horowitz, Cutler & Beam
2 Venture Plaza, Suite 380
Irvine, CA 92718
Attn: M. Richard Cutler
Telephone: (714) 453-0300
Facsimile: (714) 453-9416
To KDW:
Kelley Drye & Warren
101 Park Avenue
New York, NY 10178
Attn: Deborah Saltzman
Telephone: (212) 808-7507
Facsimile: (212) 808-7897
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