SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Amendment No. 4
Under the Securities Exchange Act of 1934
WARRANTECH CORPORATION
(Name of Issuer)
Common Stock, $0.007 Par Value
(Title of Class of Securities)
934648106
(CUSIP Number)
Joel San Antonio
c/o Warrantech Corporation
300 Atlantic Street
Stamford, CT 06901
(203) 975-1100
________________________________________________________________________________
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
- with copies to -
Ralph A. Siciliano, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt LLP
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
4/3/99
________________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
Page 1 of 7 Pages
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13D
CUSIP No. 934648106
________________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Joel San Antonio
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Citizenship or Place of Organization United States
________________________________________________________________________________
Number of Shares (5) Sole Voting Power 3,194,880
Beneficially Owned (6) Shared Voting Power 0
by Each Reporting (7) Sole Dispositive Power 3,194,880
Person With: (8) Shared Dispositive Power 0
________________________________________________________________________________
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,194,880 Shares
________________________________________________________________________________
(10) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
________________________________________________________________________________
(11) Percent of Class Represented by Amount in Row (11) 20.7
________________________________________________________________________________
(12) Type of Reporting Person* IN
________________________________________________________________________________
Page 2 of 7 Pages
<PAGE>
CUSIP No. 934648106
Schedule 13D
This Amendment No. 4 to Schedule 13D ("Amendment No. 4") is being filed on
behalf of Joel San Antonio ("San Antonio") with respect to the common stock
(hereinafter referred to as the "common stock") of Warrantech Corporation (the
"Company").
Item 1 Security and Issuer
Security: Common Stock, $0.007 par value.
Issuer: Warrantech Corporation
300 Atlantic Street
Stamford, CT 06901
Item 2 Identity and Background
(a) Name: Joel San Antonio.
(b) Business Address: c/o Warrantech Corporation, 300 Atlantic Street,
Stamford, CT 06901.
(c) Present Principal Occupation: Chief Executive Officer and President of
the Company from its incorporation through February 1988. Since
February 1988, Mr. San Antonio has been a Director, Chief Executive
Officer and Chairman of the Board of Directors, and since October 1989,
he has also been the Chairman and Chief Executive Officer of the
Company's principal operating subsidiaries.
(d) During the last five years, Mr. San Antonio has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. San Antonio has not been a party to a
civil proceeding of the judicial or administrative body of competent
jurisdiction which resulted in his being subject to a judgement, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws, or
finding any violation with respect to such laws.
(f) United States of America.
Item 3 Source and Amount of Funds
The Company loaned Mr. San Antonio an amount equal to the exercise price of
options to purchase 1,204,080 shares of the common stock which Mr. San Antonio
previously exercised. The principal amount of the promissory note is $3,235,965.
Page 3 of 7 Pages
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Item 4 Purpose of the Transaction
Mr. San Antonio acquired the shares of common stock reported in Item 5 hereof
for investment purposes only, and does not have any present plans or proposals
that relate to or would result in any change in the business, policies,
management, structure or capitalization of the Company. Mr. San Antonio reserves
the right to acquire or dispose of additional securities of the Company or of
any of his securities in the ordinary course of business, to the extent deemed
advisable in light of general investment and trading policies, market conditions
or other factors. Other than as described above, Mr. San Antonio does not have
plans or proposals which would result in any of the following:
(a) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or of
any of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Company, including any plans or proposals to change a number or terms
of the Directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend policy of
the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
on an interdealer quotation system of the registered national
securities association;
(i) causing a class of equity securities of the Company to become eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
Item 5 Interest in Securities of the Issuer
(a) Mr. San Antonio is the beneficial owner of 3,194,880 shares of common
stock of the Company. Based upon a total of 15,473,033 shares
outstanding as reported on the Company's quarterly statement filed on
February 12, 1999, the shares which Mr. San
Page 4 of 7 Pages
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Antonio may be deemed to be the beneficial owner of represent 20.65% of
the outstanding shares. The 3,194,880 shares held by Mr. San Antonio
include a) 5,000 held by Mr. Antonio as custodian for two minor
children, b) an aggregate of 200,000 shares held by Mr. San Antonio in
trust for his children of which Mr. San Antonio's wife is a trustee and
(c) 10,800 shares owned by Mr. San Antonio's wife. Mr. San Antonio
disclaims the beneficial ownership of shares listed in (b) above. The
3,194,880 shares held by Mr. San Antonio do not include 10,800 shares
owned by his brother and sister-in-law and 1,000 shares held by Mr. San
Antonio's mother, as to which Mr. San Antonio also disclaims beneficial
ownership.
(b) Mr. San Antonio has a sole power to dispose and direct the disposition
of 3,194,880 shares actually held by him as of the date hereof, which
number includes shares as to which Mr. San Antonio disclaims beneficial
ownership.
(c) On July 6, 1998, Mr. San Antonio exercised his option to purchase
1,204,080 shares of common stock of the Company. Mr. San Antonio also
executed a Promissory Note in favor of the Company as described in Item
3.
Mr. San Antonio entered into a five-year employment agreement,
effective April 1, 1998, with the Company pursuant to which Mr. San
Antonio was granted options to purchase an aggregate of 400,000 shares
of the Company's common stock (the "Options"). The Options are
exercisable commencing on August 25, 2001 (the "Approval Date"), only
if the Company's net profits before taxes for the fiscal year ended
March 31, 2001, have increased by thirty percent (30%) from the net
profits for the fiscal year ended March 31, 1998 ("Base Year
Earnings"). In the event such threshold is not met, the number of
Options exercisable will be reduced by the percentage that earnings
fail to increase by thirty percent (30%). For example, if earnings
increase by 20 percent (20%), only two-thirds of the Options will be
exercisable. If any Options are not exercisable on the third
anniversary due to the Company's failure to achieve an increase in
earnings of thirty percent (30%) from the Base Year Earnings level, Mr.
San Antonio will be entitled to exercise those remaining options on the
fifth anniversary of the Approval Date, only if the Company's net
profits before taxes for the fiscal year ended March 31, 2003, have
increased by fifty percent (50%) on a cumulative basis from the Base
Year Earnings. In the event that the fifty percent (50%) increase in
earnings is not met, the number of remaining Options exercisable by Mr.
San Antonio will be reduced by the percentage that the earnings fail to
increase by fifty percent (50%).
(d) Not applicable.
(e) Not applicable.
Page 5 of 7 Pages
<PAGE>
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
(a) Pledge agreement by Mr. San Antonio in favor of the Company (See
Exhibit B).
Item 7 Material to be Filed as Exhibits
(a) Promissory note executed by Mr. San Antonio in favor of the Company.
(b) Pledge agreement by Mr. San Antonio in favor of the Company.
Page 6 of 7 Pages
<PAGE>
CUSIP No. 934648106
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 28, 1999
- --------------------------------------------------------------------------------
Date
- --------------------------------------------------------------------------------
Signature
Joel San Antonio
- --------------------------------------------------------------------------------
Name/Title
Page 7 of 7 Pages
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Exhibit (a)
PROMISSORY NOTE
$ 3,235,965 Stamford, Connecticut
FOR VALUE RECEIVED, the undersigned Joel San Antonio with an address at 56 North
Stanwich Road, Greenwich, Connecticut 06831 (the "Maker") hereby irrevocably and
unconditionally promises to pay to the order of Warrantech Corporation (the
"Holder") located at 300 Atlantic Street, Stamford, Connecticut 06901, the
principal amount of Three Million Two Hundred Thirty-Five Thousand Nine Hundred
and Sixty-Five Dollars ($3,235,965), together with interest on the unpaid
principal balance outstanding hereunder at the rate of six percent (6%) per
annum, compounded annually, calculated on the basis of a 360-day year and actual
days elapsed.
Only interest shall be payable hereunder until July 5, 2001 at which time
repayment of the entire principal amount of Three Million Two Hundred
Thirty-Five Thousand Nine Hundred Sixty-Five Dollars ($3,235,965) shall be due
and payable. Accrued interest shall be payable annually in arrears on July 5,
1999; July 5, 2000; and July 5, 2001, at which time the entire principal amount
is also due. Interest shall accrue from day to day and shall be calculated on
the actual number of days lapsed.
This Note is secured by One Million Two Hundred Four Thousand Eighty (1,204,080)
shares of common stock of Holder issued to Maker, represented by stock
certificate numbers W15813 and W15824 as evidenced by that certain Pledge
Agreement of even date herewith between the Maker and the Holder ("Pledge
Agreement").
In the event (i) the Maker fails to make any payment hereunder within ten (10)
days of the date such payment is due; or (ii) the Maker is unable or admits in
writing an inability to pay its debts generally as they become due, or files or
has filed against it a petition in bankruptcy or for an arrangement or a
reorganization, or makes a general assignment for the benefit of creditors, or
has a receiver or trustee appointed for it; or (iii) there is an "Event of
Default" (as defined in the Pledge Agreement) by the Maker under the Pledge
Agreement; or (iv) if the Pledge Agreement at any time or for any reason ceases
to create a valid and perfected security interest and pledge or ceases to be in
full force or is declared void; or (v) Maker dies and all amounts due hereunder
have not been paid within ninety (90) days after such death, then in any such
event, Holder may without demand or any other act of Holder, take any or all of
the following actions: (x) declare the principal of and any accrued interest and
other amounts in respect of this Note to be due and payable; (y) proceed to
enforce or cause to be enforced any remedies provided under this Note or the
Pledge Agreement; and/or (z)
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exercise any other remedies available at law or in equity, either by suit in
equity or by action at law, or both, whether for specific performance of any
covenant or other agreement contained in this Note, the Pledge Agreement or in
aid of the exercise of any power granted in this Note or the Pledge Agreement.
Presentment and other demand for payment (other than any written demand
expressly provided in this Note), notice of dishonor and protest are hereby
waived by the Maker. The Maker agrees to reimburse the Holder for all reasonable
fees and expenses (including reasonable attorneys fees and court costs) incurred
in connection with the collection of the indebtedness represented by this Note.
Interest on any late payment of principal or interest or on any other amount
under this Note which is past due shall be payable at a rate which is six
percent (6%) in excess of the rate otherwise payable on the principal of this
Note. For purposes of this Note a "Business Day" shall mean any day, other than
Saturdays, Sundays or other days on which commercial banks are authorized or
required by law to be closed in Stamford, Connecticut. If any payment of
principal or interest or other amount due hereunder becomes due on a day other
than a Business Day such payment shall be made on the next succeeding Business
Day. All payments hereunder shall be payable in free and immediately available
funds in United States Dollars.
All agreements between the Maker and the Holder are hereby expressly limited so
that in no event will the rate of interest charged or agreed to be charged to
the Maker for the use, forbearance, loaning or detention of such indebtedness
exceed the maximum permissible interest rate under applicable law (the "Maximum
Rate"). If for any reason, the interest rate applied exceeds the Maximum Rate,
then the interest rate will automatically be reduced to the Maximum Rate. If the
Holder receives interest at a rate exceeding the Maximum Rate, the amount of
interest received in excess of the maximum amount receivable will be applied to
the reduction of the principal balance of the outstanding obligation for which
the amount was paid and not to the payment of interest thereunder.
The principal balance hereunder may be prepaid without premium or penalty.
No delay on the part of the Holder in exercising any right hereunder will
operate as a waiver thereof, nor will any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right, nor will the Holder hereof be liable for exercising or
failing to exercise any such right. The rights and remedies herein expressly
specified are cumulative and not exclusive of any rights or remedies which the
Holder hereof may or would otherwise have. This Note may not be assigned by the
Maker.
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This Note shall be with recourse and governed by, and construed in accordance
with, the laws of the State of Connecticut without regard to the principles of
conflict of laws. The Maker irrevocably submits to the non-exclusive
jurisdiction of any state or federal court located in Hartford, Connecticut in
any action arising in connection with this Note.
IN WITNESS WHEREOF, the Maker has executed this Note effective as of July 6,
1998.
/s/ Joel San Antonio
- -------------------------
Joel San Antonio
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State of Connecticut )
) ss.:
County of Fairfield )
On this 26th day of March, 1999, personally came and appeared before me, Joel
San Antonio, to me known, who, being duly sworn, did acknowledge that he is the
person that executed and delivered the foregoing Promissory Note as his free and
voluntary act, and that he signed his name thereto as his free and voluntary
act.
/s/ Hyacinth Natarajan
- ------------------------
Notary Public
HYACINTH NATARAJAN
NOTARY PUBLIC
MY COMMISSION EXPIRES JUNE 30, 2003
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EXHIBIT A
Debtor: Joel San Antonio
56 North Stanwich Road
Greenwich, Connecticut 06831
Secured Party: Warrantech Corporation
300 Atlantic Street
Stamford, Connecticut 06901
Description of Collateral:
A first priority perfected security interest in all of the
following described property (the "Collateral"):
Those One Million Two Hundred Four Thousand Eighty (1,204,080)
shares of common stock of Warrantech Corporation, Secured Party,
held by Debtor represented by certificate numbers W15813 and
W15824 and all of Debtor's rights and privileges with respect to
the Shares, and all dividends and other payments and distributions
(including stock dividends, liquidating dividends, shares of stock
or securities resulting therefrom (or in connection with the
exercise of) stock splits, reclassifications, warrants, options,
non-cash dividends, mergers, consolidations and all other
distributions on or with respect to any Collateral) with respect
thereto and all proceeds, income and profits of any of the
foregoing.
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Exhibit (b)
PLEDGE AGREEMENT
Agreement entered into and effective this 6th day of July, 1998 by Joel
San Antonio, with an address at 56 North Stanwich Road, Greenwich, Connecticut
06831 (the "Pledgor") and in favor of Warrantech Corporation, a Delaware
corporation with its principal place of business at 300 Atlantic Street,
Stamford, Connecticut 06901 (the "Secured Party").
A. Pledgor has issued a promissory note of even date herewith (the
"Note") payable to the order of the Secured Party in the original principal
amount of Three Million Two Hundred Thirty-Five Thousand Nine Hundred and
Sixty-Five Dollars ($3,235,965).
B. To secure the payment of the Note, the Secured Party requires that
the Pledgor grant the Secured Party a security interest in One Million Two
Hundred Four Thousand Eighty (1,204,080) shares (the "Shares") of the common
stock of the Secured Party held by the Pledgor represented by certificate
numbers W15813 and W15824 in accordance with this Pledge Agreement, and the
Pledgor agrees to grant the Secured Party such a security interest.
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Pledgor and Secured Party hereby agree as
follows:
1. Terms of the Pledge.
(a) The Pledge. Pledgor does hereby pledge and grant to the
Secured Party a first priority perfected security interest in all of the
following described property (the "Collateral"):
(1) The Shares; and
(2) All of Pledgor's rights and privileges with respect to the
Shares, and all dividends and other payments and distributions
(including stock dividends, liquidating dividends, shares of stock or
securities resulting from (or in connection with the exercise of) stock
splits, reclassifications, warrants, options, non-cash dividends,
mergers, consolidations and all other distributions on or with respect
to any Collateral) with respect thereto and all proceeds, income and
profits of any of the foregoing.
(b) Delivery of Collateral. The Secured Party hereby acknowledges
receipt of the certificates evidencing the Collateral together with a
stock power therefor duly endorsed in blank. Pledgor agrees to deliver
promptly to the Secured Party, in the exact form received, all
securities and other property which come into the possession,
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custody or control of Pledgor which would be included within the
definition of Collateral in Section 1(a) above.
(c) Actions Prior to an Event of Default. Until the occurrence of
an Event of Default (as defined in Section 3(a) below) the Pledgor will
have the sole right (i) to vote the securities constituting the
Collateral and to give consents, waivers and ratifications in respect
thereof, provided that no vote shall be cast, or consent, waiver or
ratification given or action taken that would violate or not comply with
any of the terms and provisions of this Pledge Agreement; and (ii) to
receive any and all cash dividends declared and paid on the securities
constituting the Collateral that are not otherwise in violation of any
of the terms and provisions of this Pledge Agreement.
(d) Termination of Security Interest and Return of Collateral.
Upon such date as the entire principal sum and all accrued interest on
the Note shall have been paid in full, (i) all of the Collateral shall
automatically, and without any further action of the parties hereto, be
released from the security interest of the Secured Party created by this
Pledge Agreement and (ii) the Secured Party shall deliver the
certificate or certificates representing the Collateral to the Pledgor.
2. Representations, Warranties And Covenants Of Pledgor.
(a) Power and Authority to Pledge. Pledgor has full power and
authority to execute and deliver this Pledge Agreement and to perform
his obligations hereunder.
(b) Enforceability. This Pledge Agreement is the valid and binding
obligation of Pledgor, enforceable against Pledgor according to its
terms, subject to applicable bankruptcy, insolvency, moratorium and
other laws affecting creditors' rights and remedies and the judicial
limitations on the right to specific performance. Upon delivery of the
Shares to the Secured Party, this Pledge Agreement shall create a valid
first priority lien upon, and perfected security interest in, the
Shares.
(c) Title to Collateral. Pledgor warrants and represents to the
Secured Party that it is the sole legal and beneficial owner of, and
holds good title to, the Collateral free and clear of any
hypothecations, liens, encumbrances, mortgages, security interests and
restrictions on transfer and assignment thereof, except for the security
interest created by this Pledge Agreement and as required by federal and
state securities laws.
(d) Preservation of Rights on Collateral. Pledgor will take any
action necessary to preserve redemption, conversion, warrant, preemptive
or other rights (and be aware of the dates limiting the exercise of such
rights) concerning the Collateral.
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(e) Maintenance of Security Interest. The Pledgor will do and
enact all things deemed necessary or appropriate by the Secured Party
from time to time to establish, determine priority of, perfect, continue
perfection, terminate and enforce the Secured Party's interest in the
Collateral and the Secured Party's rights under this Pledge Agreement.
3. Events of Default and Remedies.
(a) Events of Default. The occurrence of one or more of the
following shall constitute an "Event of Default" hereunder unless cured
within ten (10) days of notice by Secured Party to Pledgor of such
occurrence:
(1) The Pledgor defaults in the performance or observance of any
of the terms or covenants in this Pledge Agreement;
(2) Any representation or warranty made by the Pledgor in this
Pledge Agreement is untrue at any time in any respect;
(3) The Pledgor defaults in the payment of any amounts due under
the Note; or
(4) The Pledgor shall become bankrupt or insolvent, or admit in
writing his inability to pay debts as they mature, or make an assignment
for the benefit of creditors; the Pledgor shall apply for or consent to
the appointment of any receiver, trustee or similar officer or for all
or any substantial part of his or its property; such receiver, trustee
or similar officer shall be appointed without the application or consent
of the Pledgor, as the case may be; the Pledgor shall institute (by
petition, application, answer, consent or otherwise) any bankruptcy,
insolvency, adjustment of debt or similar proceeding under the laws of
any jurisdiction; any such proceeding shall be instituted (by petition,
application or otherwise) against the Pledgor; or any judgment, writ,
warrant of attachment or execution or similar process shall be issued or
levied against a substantial part of the property of the Pledgor.
(b) Secured Party's Right to Sell Collateral. Upon the occurrence
of an Event of Default, the Collateral shall be forfeited by the Pledgor
to the Secured Party unless the Secured Party, in its sole discretion,
permits the Pledgor to continue to make payments under the Note and to
retain his rights and interest in the Collateral under the Agreement.
The Secured Party shall be entitled to sell the Collateral upon thirty
(30) days' written notice to Pledgor, at a private sale as permitted by
law. Thereafter the Collateral shall be held by the Secured Party for
its own account and the Secured Party may cause the Collateral to be
registered in its name and may vote the Collateral (whether or not
transferred or registered in the name of the Secured Party) and give all
consents, waivers and ratifications in respect thereof, and may receive
all dividends, interest and any other distributions, payments, proceeds
and all
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other benefits thereon. The Secured Party may limit sales to purchasers
who are acquiring for investment and not with any view to distribution
and may condition any sale or sales upon restriction against future
transfers to the extent that the Secured Party as it may be advised by
counsel as necessary to protect the Secured Party from any liability
under the Securities Act of 1933, the Securities Exchange Act of 1934,
state securities laws, and any like or similar laws now or hereafter in
effect in any jurisdiction.
(c) Rights Cumulative. The exercise of any and all rights and
remedies available to Secured Party under this Pledge Agreement or by
law or in equity shall be exercised by Secured Party in its sole
discretion and shall not relieve Pledgor of any of its obligations
hereunder or under the Note. All rights and remedies of the Secured
Party hereunder are in addition to rights and remedies afforded the
Secured Party under the Note, any other document or under law or in
equity. All remedies are cumulative and may be exercised by the Secured
Party concurrently or consecutively. No failure or omission of the
Secured Party to exercise any such right or remedy shall constitute a
waiver thereof.
4. Termination. Upon timely payment in full of the obligations under the
Note, this Pledge shall terminate and be of no further force and effect,
and the Secured Party shall thereupon promptly return to the Pledgor
such of the Collateral and such other documents delivered by the Pledgor
as may then be in the Secured Party's possession.
5. Miscellaneous.
(a) Agreement Binding. This Pledge Agreement shall be binding upon
and inure to the benefit of the successors and permitted assigns of the
Pledgor and the Secured Party.
(b) Taxes. The Pledgor will promptly pay, when due, all taxes and
other governmental charges levied or assessed upon or against the
Collateral.
(c) Severability. In the event that one or more provisions of this
Pledge Agreement should be declared to be invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, the
validity, legality and enforceability of the remaining provisions herein
shall not in any way be affected or impaired thereby.
(d) Survival of Representations. All representations and
warranties made herein are, and shall continue to be, true and correct
in all material respects until the Note is paid in full.
(e) Notices. All notices and other communications required or
permitted to be given hereunder shall be given and become effective when
deposited in the U.S.
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Mail postage prepaid, return receipt requested addressed to the parties
at the addresses first above written, or such other address as the
parties may designate from time to time pursuant to this Section 5(e).
(f) Governing Law. This Pledge Agreement shall be governed by, and
construed in accordance with, the laws of the State of Connecticut
without regard to the principles of conflict of laws. The parties
irrevocably submit to the non-exclusive jurisdiction of any state or
federal court located in Hartford, Connecticut in any action arising in
connection with this Pledge Agreement.
(g) Nature of Obligations. The obligations of the Pledgor under
this Pledge Agreement and the Note shall be absolute and unconditional
and shall remain in full force and effect without regard to, and shall
not be released, suspended, discharged, terminated, lessened or
otherwise affected by, any circumstance or occurrence whatsoever,
whether or not the Pledgor shall have notice or knowledge, including,
without limitation, (i) any renewal, extension, substitution, amendment
or modification of or addition or supplement to or deletion from the
Note, this Pledge Agreement or an assignment or transfer of any thereof;
(ii) any waiver, consent, extension, indulgence or other action or
inaction under or in respect of the Note, this Pledge Agreement, or any
exercise or nonexercise of any right, remedy, power or privilege under
or in respect of the Note or this Pledge Agreement; (iii) any furnishing
of any additional collateral or security to the Secured Party or its
assignee or any acceptance thereof or any release of any collateral or
security in whole or in part by the Secured Party or its assignee under
this Pledge Agreement or otherwise; (iv) any limitation on any party's
liability or obligations under the Note or under this Pledge Agreement
or any invalidity or unenforceability, in whole or in part, or any such
instrument or any term thereof; or (v) any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or
other like proceeding relating to the Pledgor, or any action taken with
respect to this Pledge Agreement or the Note by any trustee or receiver,
or by any court, in any such proceeding.
(h) Assignment. Pledgor may not assign, delegate, or otherwise
transfer any of its rights, interests or obligations hereunder without
the prior written consent of Secured Party, in its sole discretion.
(i) Filing; Further Assurances. Pledgor agrees that it will, at
its expense and in such manner and form as Secured Party may require,
execute, deliver, file and record any financing statement, specific
assignment or other document, instrument or paper and take any other
action that may be necessary or desirable, or that Secured Party may
request, in order to create, preserve, perfect or validate its security
interest or to enable Secured Party to exercise and enforce its rights
hereunder with respect to any of the Collateral. To the extent permitted
by applicable law, Pledgor hereby authorizes Secured Party to execute
and file in the name of Pledgor or otherwise,
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financing statements or other equivalent documents (which may be carbon,
photographic, photostatic or other reproductions of this Pledge
Agreement or of a financing statement relating to this Pledge Agreement)
which Secured Party in its sole discretion may deem necessary or
appropriate to further perfect the Secured Party's security interests
hereunder.
IN WITNESS WHEREOF, Pledgor has executed this Pledge Agreement as of the
day and year first above written.
Pledgor:
/s/ Joel San Antonio
------------------------
Joel San Antonio
Secured Party:
Warrantech Corporation
By: /s/ Richard Gavino
---------------------
Name: Richard Gavino
Title: EVP / CFO
6
