Pledge Agreement and Irrevocable Proxy - Xinhua Finance Media Ltd., Ming Shing International Ltd. and Patriarch Partners Media Holdings LLC
EXECUTION COPY
PLEDGE AGREEMENT AND IRREVOCABLE PROXY
THIS PLEDGE AGREEMENT AND IRREVOCABLE PROXY (this "Pledge Agreement") is
made as of March 16, 2006, by the PLEDGORS SIGNATORY HERETO (each, a "Pledgor"
and, collectively, the "Pledgors") in favor of PATRIARCH PARTNERS MEDIA
HOLDINGS, LLC, a Delaware limited liability company (the "Secured Party").
WITNESSETH:
WHEREAS, the Pledgors have entered into that certain Share Purchase
Agreement, dated as of the date hereof, between the Xinhua Finance Media Limited
(the "Company") and the Secured Party (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "Share Purchase
Agreement");
WHEREAS, the Pledgors have executed and delivered to the Secured Party a
Security Agreement, dated as of the date hereof (the "Security Agreement"),
pursuant to which the Pledgors have granted and continue to grant to the Secured
Party a security interest in substantially all of the Pledgors' personal
property and assets, including, without limitation, the securities listed on
Schedule I and Schedule II attached hereto, all to secure the payment and
performance of the Obligations (as defined herein);
WHEREAS, it is a condition precedent to the effectiveness of the Share
Purchase Agreement that the Pledgors execute and deliver this Pledge Agreement
to the Secured Party;
WHEREAS, the Pledgors will derive substantial direct and indirect benefit
from the transactions contemplated by the Share Purchase Agreement and the other
Equity Documents;
WHEREAS, it is the intention of the parties hereto that the Pledged
Securities (as defined herein) be and become collateral to secure the Pledgors'
respective obligations under the Share Purchase Agreement, the Security
Agreement and the other Equity Documents; and
NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
Section 1. Pledge; Grant of Security Interest. As security for the due and
punctual and unconditional payment and performance of the Obligations, each
Pledgor hereby
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delivers and pledges to the Secured Party, (i) the shares of capital stock
listed opposite its name on Schedule I hereto and any other or additional shares
and any and all accretions, accessions and rights relating thereto, at the time
pledged with the Secured Party hereunder (collectively, the "Pledged Stock") and
(ii) the notes listed opposite its name on Schedule II hereto and any other or
additional notes and any and all accretions, accessions and rights relating
thereto, at the time pledged with the Secured Party hereunder (collectively, the
"Pledged Notes" and, together with the Pledged Stock, the "Pledged Securities")
, and such Pledgor hereby pledges, assigns, transfers and grants to the Secured
Party a security interest in and Lien on all of the Pledged Securities. The
certificates and/or instruments representing the Pledged Securities (whether now
existing or hereafter received as a result of stock dividends, stock splits,
workouts, reorganizations, restructurings or otherwise) are accompanied by stock
powers, allonges or other appropriate instruments of assignment with respect
thereto duly executed in blank by the respective Pledgor as the registered owner
of its Pledged Securities; provided, however, that until the Discharge of the
First Lien Obligations has occurred, the requirements for delivery under this
paragraph shall be deemed to have been satisfied by delivery of such Pledged
Securities to the First Lien Collateral Agent. No Pledgor will cause or permit
certificated securities comprising any of the Pledged Securities to be converted
to uncertificated securities. The term "Pledged Securities" as used in this
Pledge Agreement shall include, in addition to the aforesaid securities, any
other securities or collateral which may from time to time be delivered
hereunder as security for the Obligations, together with all the proceeds of any
of the foregoing.
Section 2. Obligations. The Pledged Securities from time to time held
hereunder shall secure the following obligations (collectively, the
"Obligations"):
(a) The prompt and complete payment when due (whether by acceleration or
otherwise) of all amounts owed to the Secured Party under and pursuant to the
Equity Documents, as it may be from time to time amended, modified,
supplemented, extended, renewed, deferred, refinanced, replaced, refunded or
restated, in whole or in part, in accordance with the terms and conditions
thereof, by operation of law or otherwise, other than the Excluded Obligations;
and
(b) Any and all other liabilities and obligations except for the Excluded
Obligations of every name and nature whatsoever of the Pledgors to the Secured
Party under the Equity Documents and/or any other agreement or instrument
executed and delivered pursuant thereto whether such liabilities and obligations
be direct or indirect, absolute or contingent, secured or unsecured, now
existing or hereafter arising or acquired, due or to become due, whether for
redemption, premium, fees, expenses, indemnification or otherwise, other than
the Excluded Obligations.
Section 3. Representations and Warranties. Each Pledgor hereby represents
and warrants to the Secured Party that:
(a) Such Pledgor is the legal, beneficial and record owner and has good
title to all of its Pledged Securities free and clear of all claims, mortgages,
pledges, Liens, hypothecation, security interests and other encumbrances of
every nature whatsoever
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except to or in favor of the Secured Party hereunder;
(b) All of the shares of its Pledged Stock have been duly and validly
issued and are fully paid and non-assessable;
(c) Except as set forth on Schedule 4.1(m) of the Credit Agreement and the
Schedule of Exceptions to the Share Purchase Agreement, its Pledged Stock
constitutes 100% of the issued and outstanding shares of all classes of capital
stock of the issuers thereof owned by it and, except as set forth in Schedule
4.1(m) of the Credit Agreement and the Schedule of Exceptions to the Share
Purchase Agreement, there are presently outstanding no options, warrants or
other rights to purchase or acquire any additional shares of the capital stock
of any of such issuers;
(d) Such Pledgor has and has duly exercised full power and authority to
enter into this Pledge Agreement and to pledge its Pledged Securities as herein
contemplated;
(e) Upon the delivery of the certificates and/or instruments representing
the Pledged Securities, together with corresponding stock powers, allonges or
other appropriate instruments of assignment executed in blank, to the Secured
Party pursuant to Section 1 hereof, the Secured Party shall have a valid first
priority Lien upon and perfected security interest in such Pledged Securities
and the proceeds thereof, subject to no prior security interest, Lien charge or
encumbrance, or to any agreement purporting to grant to any third party a
security interest in the property or assets of such Pledgor which would include
its Pledged Securities; provided, however, that until the Discharge of the First
Lien Obligations has occurred, the requirements for delivery under this
paragraph shall be deemed to have been satisfied by delivery of such Pledged
Securities to the First Lien Collateral Agent;
(f) To the knowledge of such Pledgor, there is no default, breach,
violation or event of acceleration existing under the Pledged Notes (if any) and
no event has occurred or circumstance exists which, with the passage of time or
the giving of notice, or both, would constitute a default, breach, violation or
event of acceleration under the Pledged Notes (if any). The applicable Pledgor
has not waived any default, breach, violation or event of acceleration under the
Pledged Notes (if any); and
(g) The proceeds of the loans evidenced by the Pledged Notes (if any) have
been fully disbursed and such Pledgor has no obligation to make any future
advances or other disbursements under or in respect of the Pledged Notes (if
any).
Section 4. Issue or Sale of Pledged Securities. Each Pledgor hereby
covenants and agrees that it will not:
(a) directly or indirectly sell, assign, pledge or otherwise encumber or
dispose of its Pledged Securities;
(b) permit the issuer of any of its Pledged Securities, directly or
indirectly, to issue or sell any additional shares of capital stock or any
options, warrants or rights to acquire such shares; or
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(c) create, incur, assume or permit to exist, and will defend the Pledged
Securities against, and will take such other actions as are necessary to remove,
any Lien or claim on or to the Pledged Securities, other than the Liens created
hereby and under the Credit Documents, and will defend the right, title and
interest of Secured Party in and to any of the Pledged Securities against the
claims and demands of any and all Persons.
Section 5. Voting Rights of Pledgors. Provided that there exists no
Accelerated Redemption Event (as defined in the Articles of Association of the
Company) and so long as each Pledgor shall be the record owner of its Pledged
Securities, such Pledgor shall be entitled, to the extent permitted by
applicable law, to exercise voting power with respect to its Pledged Securities;
provided, however, that in no event shall such Pledgor exercise such voting
power in any manner contrary to or inconsistent with the terms hereof or with
the terms of the Equity Documents. Upon the occurrence of an Accelerated
Redemption Event which is continuing, the Secured Party shall have those rights
specified in Section 7.
Section 6. Distribution. Upon the dissolution, winding up, liquidation or
reorganization of any corporation or other entity which issued any of the
Pledged Securities, whether in bankruptcy, insolvency or receivership
proceedings, or upon an assignment for the benefit of creditors or otherwise,
any sum to be paid or any property to be distributed upon or with respect to any
of such Pledged Securities shall be paid over to the Secured Party to be held by
the Secured Party as collateral security for the Obligations; provided that any
cash distribution shall be applied to the payment of Obligations in the order of
priorities set forth in Section 4 of the Security Agreement; provided that the
provisions of the foregoing sentence shall not apply in the case of any payment
or distribution in respect of a voluntary dissolution, winding up or liquidation
of any issuer of any Pledged Shares that is a subsidiary that is made solely for
the purpose of simplifying the capital structure of the Company and its
subsidiaries, so long as all of such payments or distributions are made to and
retained by such Pledgor. In the event that any stock dividend shall be declared
on any of the Pledged Securities, or any shares of stock or fractions thereof
shall be issued pursuant to any stock split involving any of the Pledged
Securities, or any distribution of capital shall be made on any of the Pledged
Securities, or any property shall be distributed upon or with respect to any of
the Pledged Securities, the shares or other property so distributed shall be
delivered (with any necessary endorsements) to the Secured Party, to be held as
additional collateral security for the Obligations; provided, however, that
until the Discharge of the First Lien Obligations has occurred, the requirements
for delivery under this paragraph shall be deemed to have been satisfied by
delivery of such shares or other property so distributed to the First Lien
Collateral Agent.
Section 7. Default; Remedies.
(a) If any one or more of the following events (herein referred to as
"Events of Default"), shall occur:
(i) default shall be made in the due performance or observance of any
provision of this Pledge Agreement;
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(ii) any of the Obligations shall have become due by demand,
acceleration, maturity or otherwise and such Obligations have not been paid
in full; or
(iii) an Accelerated Redemption Event (as defined in the Articles of
Association of the Company) shall have occurred under the Articles of
Association of the Company;
thereafter, unless such Accelerated Redemption Event shall have been waived in
writing by the Secured Party, the Secured Party shall have full power and
authority (1) to sell or otherwise dispose of the Pledged Securities or any part
thereof; (2) to vote the Pledged Securities with respect to any and all matters
and to exercise all rights to payments, conversion, exchange, subscription or
otherwise with respect to the Pledged Securities; and (3) to exercise any and
all rights and remedies of a secured party under the Uniform Commercial Code (or
any similar or equivalent legislation) as in effect in any applicable
jurisdiction (the "UCC").
(b) To the extent permitted by any applicable law, any sale or other
disposition by the Secured Party may be by public or private proceedings and may
be made by one or more contracts, as a unit or in parcels, at such time and
place, by such method, in such manner and on such terms as the Secured Party may
determine. Except as required by law, such sale or other disposition may be made
without advertisement or notice of any kind or to any person. Where reasonable
notification of the time or place of such sale or other disposition is required
by law, such requirement shall have been met if such notice is telegraphed, sent
by facsimile, cabled or mailed, postage prepaid, at least ten (10) days before
the time of such sale or other disposition to each person entitled thereto at
such person's address as specified in Section 15 below. To the extent permitted
by any applicable law, the Secured Party or any other holder of the Obligations
may buy any or all of the Pledged Securities upon any public or private sale
thereof. To the extent permitted by any applicable law, upon any such sale or
sales the Pledged Securities so purchased shall be held by the purchaser
absolutely free from any claims or rights of whatsoever kind or nature,
including any equity of redemption or any similar rights, all such equity of
redemption and any similar rights being hereby expressly waived and released by
the Pledgor thereof to the extent permitted by applicable law. In the event any
consent, approval or authorization of any governmental agency shall be necessary
to effectuate any such sale or sales, the applicable Pledgor(s) shall execute,
and hereby agree to cause the issuer of any Pledged Securities to execute, as
necessary, all applications or other instruments as may be required; provided
that the foregoing shall not obligate such Pledgor(s) to register the Pledged
Securities under the Securities Act of 1933. After deducting all reasonable
costs and expenses of collection, custody, sale or other disposition or delivery
(including legal costs and reasonable attorney's fees) and all other charges due
against the Pledged Securities (including any charges of the type described in
Section 9 below), the residue of the proceeds of any such sale or other
disposition shall be applied to the payment of the Obligations in the order of
priorities as set forth in Section 4 of the Security Agreement. The Pledgors
jointly and severally shall be liable for any deficiency in payment of the
Obligations, including all costs and expenses of collection, custody, sale or
other disposition or delivery and all other charges due against the Pledged
Securities, as
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hereinbefore enumerated.
(c) Each Pledgor recognizes that the Secured Party may be unable to effect
a public sale of all or a part of the Pledged Securities by reason of certain
prohibitions contained in the Securities Act of 1933, but may be compelled to
resort to one or more private sales to a restricted group of purchasers who will
be obliged to agree, among other things, to acquire such Pledged Securities for
their own account for investment and not with a view to the distribution or
resale thereof. Each Pledgor agrees that private sales so made may be at a price
and on other terms less favorable to the seller than if such Pledged Securities
were sold at public sales, and that the Secured Party has no obligation to delay
the sale of any such Pledged Securities for the period of time necessary to
permit such Pledged Securities to be registered for public sale under the
Securities Act of 1933. Each Pledgor agrees that sales made under the foregoing
circumstances shall not be deemed to have been made in a commercially
unreasonable manner by virtue of any sale made on terms less favorable to the
seller resulting from the private nature of the sale.
Section 8. Transfer of Pledged Stock and Notation on Books and Records.
Each Pledgor hereby irrevocably appoints the Secured Party as agent to arrange
for any and all transfers of its Pledged Securities as the Secured Party may
from time to time deem advisable and to assist the Secured Party in obtaining
the benefit of its security interest therein, including, but not limited to, the
transfer (after the occurrence of an Accelerated Redemption Event and subject to
the receipt of any required Governmental Approvals) of the Pledged Securities
into the name of the Secured Party or its nominee at any time and/or the
provision of instructions to the issuers of uncertificated securities or
financial intermediaries to initiate actions to enforce any of the Secured Party
's rights to such Pledged Securities, the foregoing appointment being deemed a
power coupled with an interest and irrevocable. The right to vote the Pledged
Securities is governed by Section 5 of this Pledge Agreement. Each Pledgor shall
mark its books and records to indicate the pledge of its Pledged Securities by
the Pledgor to the Secured Party.
Section 9. Payment of Taxes, Charges, Etc. The Secured Party, at its
option, may discharge any taxes, charges, assessments, security interests, Liens
or other encumbrances upon the Pledged Securities or otherwise protect the value
thereof. All such expenditures incurred by the Secured Party shall become
Obligations and shall be payable by the Pledgor to the Secured Party upon demand
and shall bear interest at the rate applicable to the Term Loan.
Section 10. Duties with Respect to Collateral. The Secured Party shall have
no duty to the Pledgors with respect to the Pledged Securities other than the
duty to use reasonable care in the safe custody of any Pledged Securities in its
possession. Without limiting the generality of the foregoing, the Secured Party,
although it may do so at its option, shall be under no obligation to the
Pledgors to take any steps necessary to preserve rights in the Pledged
Securities against other parties.
Section 11. Waivers. Each Pledgor hereby waives demand, payment, notice of
dishonor or protest and all other notices of any kind in connection with the
Obligations except notices required by law or by this or any other agreement
between or among such
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Pledgor and/or the Secured Party. The Secured Party may release, supersede,
exchange or modify any other collateral security which it may from time to time
hold and may release, surrender or modify the liability of any third party
without giving notice hereunder to the Pledgors. Such modifications, charges,
renewals, releases or other actions shall in no way affect the Pledgors'
obligations hereunder. The Secured Party may modify the Company's rights under
the Share Purchase Agreement and other Equity Documents in accordance with and
to the extent permitted under the Share Purchase Agreement and the other Equity
Documents (as applicable) without affecting Pledgors' rights hereunder.
Section 12. Expenses. The Pledgors jointly and severally agree to pay,
indemnify and hold harmless the Secured Party and the nominees of such Person
from and against (a) after the occurrence of any Accelerated Redemption Event,
all costs and expenses (including taxes, if any) out of or incurred in
connection with any transfer of the Pledged Securities into or out of the name
of the Secured Party 's nominees or any other Person and (b) all costs and
expenses of the Secured Party arising out of or incurred in connection with the
exercise by the Secured Party of its rights hereunder. Any such amount not paid
on demand shall bear interest at the rate applicable to the Loans (including any
applicable default rate) and shall be an Obligation hereunder.
Section 13. Statement as to Default. The Pledgors and the Secured Party
agree that any written statement by an officer of the Secured Party asserting
the occurrence of an Accelerated Redemption Event as the authorization for the
exercise by the Secured Party of its rights hereunder shall be presumed to be
true, and that any purchaser of the Pledged Securities at a foreclosure sale
shall have the right to rely on such a statement.
Section 14. Modification. This Pledge Agreement may not be modified or
amended without the prior written consent of each of the parties hereto.
Section 15. Notices. Except as otherwise expressly provided herein, all
notices and other communications made or required to be given pursuant to this
Pledge Agreement shall be made in accordance with the provisions of Section 9(e)
of the Share Purchase Agreement.
Section 16. Rights. No course of dealing between the Pledgors and/or the
Secured Party nor any delay in exercising, on the part of the Secured Party of
any right, power or privilege hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any rights, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies hereunder are cumulative and
are in addition to, and not exclusive of, any rights or remedies provided by
law, including, without limitation, the rights and remedies of a secured party
under the UCC.
Section 17. Waiver of Set Off and Subrogation. Each Pledgor hereby waives
and releases, to the fullest extent permitted by law:
(a) any defense, set off or counterclaim which such Pledgor may otherwise
assert against the Secured Party; and
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(b) any right of subrogation it may have against the Credit Parties or the
Pledged Securities by reason of any of the actions taken by the Secured Party
hereunder.
Section 18. Binding Effect, Etc. This Pledge Agreement, and all claims,
disputes and matters arising hereunder or related hereto, and the rights and
obligations of the parties hereunder shall be construed in accordance with and
governed by the laws of the State of New York, without reference to conflicts of
laws provisions. This Pledge Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
including any other holder or holders of any Obligations and may be executed in
two or more counterparts, each of which shall together constitute one and the
same agreement.
Each party hereto hereby (a) agrees that any Action with respect to any
Equity Document may be brought only in the New York State courts sitting in New
York County or the federal courts of the United States of America for the
Southern District of New York and sitting in New York County, (b) accepts for
itself and in respect of its property, generally and unconditionally, the
exclusive jurisdiction of such courts, (c) irrevocably waives any objection,
including, without limitation, any objection to the laying of venue or based on
the grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any Action in those jurisdictions, and (d) irrevocably consents to
the service of process of any of the courts referred to above in any Action by
the mailing of copies of the process to the parties hereto as provided in
Section 9(f) of the Share Purchase Agreement. Service effected as provided in
this manner will become effective ten (10) calendar days after the mailing of
the process.
Section 19. Severability. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision hereof.
Section 20. Further Assurances.
(a) Each Pledgor at its sole cost and expense will execute, acknowledge and
deliver all such instruments and take all such action as the Secured Party from
time to time may reasonably request in order to further effectuate the purposes
of this Pledge Agreement and to carry out the terms hereof, including without
limitation, the execution of stock transfer orders, stock powers, notifications
to obligors on its Pledged Securities, the providing of notification in
connection with the book entry security or general intangibles and the providing
of instructions to issuers of uncertificated securities or financial
intermediaries, and will do all such other acts as the Secured Party may
reasonably request with respect to the perfection and protection of the security
interest granted herein and the security interest effected hereby.
(b) Each Pledgor agrees that it will not change: (i) its name, identity or
corporate structure in any manner or (ii) the location of its chief executive
office, in each case, unless it shall have given the Secured Party not less than
30 days' prior written notice thereof.
(c) In the event that any Pledgor receives or acquires any additional or
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substitute shares of capital stock of any Person of any class or any additional
or substitute note or is owed any other debt that Pledgor may elect to be
evidenced by a note, such Pledgor shall immediately pledge and deposit with the
Secured Party certificates representing all such shares and such notes or
instruments representing such other debt owed to it as additional security for
the Obligations; provided, however, that until the Discharge of the First Lien
Obligations has occurred, the requirements for delivery under this paragraph
shall be deemed to have been satisfied by delivery of such shares and such notes
or instruments to the First Lien Collateral Agent.. All such shares, notes and
instruments shall constitute Pledged Securities and are subject to all
provisions of this Pledge Agreement.
Section 21. Provisions to Survive. All representations, warranties,
covenants and agreements contained in this Pledge Agreement shall survive the
execution and delivery of the Share Purchase Agreement and the other Equity
Documents and shall continue until payment in full of all Obligations.
Section 22. Captions. Captions and headings in this Pledge Agreement are
for convenience only and in no way define, limit or describe the scope or intent
of the provisions hereof.
Section 23. Termination. Upon indefeasible payment in full of the
Obligations in accordance with their terms, this Pledge Agreement and the pledge
and security interests and Liens created hereunder shall automatically terminate
and the Secured Party shall return to the Pledgors, at the expense of the
Pledgors, such Pledged Securities in the possession or control of the Secured
Party as has not theretofore been disposed of pursuant to the provisions hereof,
together with any moneys and other property at the time held by the Secured
Party hereunder, and shall deliver to the Pledgors documents in recordable form
sufficient to discharge the Liens and security interests granted hereunder.
Section 24. Additional Pledgors. The initial Pledgor(s) hereunder shall be
such Person(s) as are signatories hereto on the date hereof. From time to time
subsequent to the date hereof, additional subsidiaries of the Company shall
become parties hereto, as additional Pledgors (each an "Additional Pledgor"), by
executing a joinder in the form of Exhibit A attached hereto. Upon delivery of
any such joinder to Secured Party, notice of which is hereby waived by Pledgors,
each such Additional Pledgor shall be a Pledgor and shall be as fully a party
hereto as if such Additional Pledgor were an original signatory hereof. Each
Pledgor expressly agrees that its obligations arising hereunder shall not be
affected or diminished by the addition or release of any other Pledgor
hereunder, nor by any election of Secured Party not to cause the Company or any
of its Subsidiaries to become an Additional Pledgor hereunder. This Pledge
Agreement shall be fully effective as to any Pledgor that is or becomes a party
hereto regardless of whether any other Person becomes or fails to become or
ceases to be a Pledgor hereunder.
Section 25. Conflict. In the event that there is a conflict between any
provision of this Pledge Agreement and the Articles of Association of the
Company, then the provisions of the Articles of Association of the Company shall
control.
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Section 26. Irrevocable Proxy.
(a) Subject to terms and provisions of this Pledge Agreement, including,
without limitation, Sections 5, 7 and 23 hereof, each Pledgor, being the sole
holder and owner of such Pledgor's Pledged Securities, hereby authorizes Secured
Party to vote for such Pledgor, as such Pledgor's proxy, at any and all meetings
of the shareholders of the issuer(s) of such Pledgor's Pledged Securities, and,
as such Pledgor's proxy, to consent or dissent to any action taken without a
meeting, and further makes, constitutes and irrevocably appoints Secured Party
to act as the true and lawful proxy and attorney-in-fact in the name and on
behalf of such Pledgor, with full power to appoint a substitute or substitutes,
to vote and execute and deliver written voting consents with respect to such
Pledgor's Pledged Securities, to the same extent and with the same effect as
such Pledgor could do under any applicable laws or regulations governing the
rights and powers of shareholders of the applicable issuer(s) of such Pledgor's
Pledged Securities (the irrevocable proxy granted hereunder, the "Irrevocable
Proxy").
(b) SUBJECT TO TERMINATION OF THIS PLEDGE AGREEMENT IN ACCORDANCE WITH
SECTION 23 HEREOF, THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED
WITH AN INTEREST. This Irrevocable Proxy is being given to Secured Party in
connection with the pledge to Secured Party of the Pledged Securities pursuant
to this Pledge Agreement. All power and authority conferred under this
Irrevocable Proxy shall not be terminated by any act of the undersigned or by
operation of law, by death or incapacity of the undersigned, by lack of
appropriate power or authority, or by the occurrence of any other event or
events, except as expressly provided in this Pledge Agreement. If, after the
execution of this Irrevocable Proxy, any such event or events shall occur,
Secured Party is nevertheless authorized and directed to vote the shares in
accordance with the terms of this Irrevocable Proxy as if such death,
incapacity, lack of appropriate power or authority or other event or events had
not occurred and regardless of notice thereof. This Irrevocable Proxy shall be
binding upon, and enforceable against, all beneficiaries, heirs at law,
legatees, distributees, successors, assigns, transferees and legal
representatives of each Pledgor.
(c) The parties hereto expressly acknowledge and agree that this
Irrevocable Proxy gives Secured Party the exclusive right to vote (or consent)
with respect to the Pledged Securities, and (to the extent provided herein) that
no Pledgor shall have any such rights.
Section 27. Definitions.
(a) Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Share Purchase Agreement.
(b) As used herein:
(i) "Credit Agreement" means the Credit Agreement dated as of March
16, 2006 among the Grantor, the Guarantors named therein, the Lenders named
therein and Patriarch Partners Agency Services, LLC as agent.
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(ii) "Discharge of the First Lien Obligations" means payment in full
of all indebtedness, obligations and liabilities of the Credit Parties
under the Credit Documents.
(iii) "Excluded Obligations" means any and all dividends payable on
the Shares under the terms of the Articles of Association of the Company.
(iv) "First Lien Collateral Agent" means "Agent" as defined under the
Credit Agreement.
(c) Any reference in this Agreement to a "first priority lien" or words of
similar effect in describing the security interests created hereunder shall be
understood to refer to such priority subject to the claims of the First Lien
Collateral Agent under the Credit Documents.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Pledge
Agreement as of the date first above written.
PLEDGORS: XINHUA FINANCE MEDIA LIMITED
By: /s/ John Mclean
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Name: John Mclean
Title: Authorized signatory
MING SHING INTERNATIONAL LIMITED
By: /s/ John Mclean
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Name: John Mclean
Title: Authorized signatory
[Signatures continue on next page]
Paperdolls - Equity Pledge Agreement S-1
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SECURED PARTY: PATRIARCH PARTNERS MEDIA HOLDINGS, LLC
By: /s/
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Name:
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Title:
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Paperdolls - Equity Pledge Agreement S-2
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SCHEDULE I
List of Pledged Stock
ISSUED
AUTHORISED SHARE CAPITAL/ SHARE
PLEDGOR PLEDGED SHARES REGISTERED CAPITAL CAPITAL
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Xinhua Finance 1,000 shares of US$50,000 divided into US$1,000
Media Limited US$1.00 each in 50,000 shares of US$1.00
Ming Shing par value
International Limited
95 shares of US$1.00 US$50,000 divided into US$500
each in Upper Step 50,000 shares of US$1.00
Holdings Limited par value
19 shares of US$1.00 US$50,000 divided into US$100
each in Accord Group 50,000 shares of US$1.00
Investments Limited par value
Ming Shing 2 shares of US$1.00 US$50,000 divided into US$2
International Limited each in Upper Will 50,000 shares of US$1.00
Enterprises Limited par value
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SCHEDULE II
List of Pledged Notes
None.
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Exhibit A
Form of Joinder to Pledge Agreement
The undersigned, _____________, a ___________________, hereby joins in the
execution of that certain Pledge Agreement and Irrevocable Proxy dated as of
[____________], 2006 (as amended, restated, supplemented or otherwise modified
from time to time, the "Pledge Agreement") executed and issued by each Person
that is or becomes a Pledgor thereunder on and/or after the date and pursuant to
the terms thereof to and in favor of the Secured Party. By executing this
Joinder, the undersigned hereby agrees that it is a Pledgor thereunder with the
same force and effect as if originally named therein as a Pledgor. The
undersigned agrees to be bound by all of the terms and provisions of the Pledge
Agreement and represents and warrants that the representations and warranties
set forth in Section 3 of the Pledge Agreement are, with respect to the
undersigned, true, complete and correct as of the date hereof. Each reference to
a Pledgor in the Pledge Agreement shall be deemed to include the undersigned.
Capitalized terms used but not defined herein shall have the meanings set forth
in the Pledge Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Joinder this ___ day
of _________, 200_.
[Name of Pledgor]
By:
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Name:
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Title:
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Address:
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