KNOW ALL MEN BY THESE PRESENTS: PLEDGE OF SHARES OF STOCK This Agreement (hereinafter, the Pledge ) is made and entered into this day of in Makati City, by and between: with address at (hereinafter referred to as CLIENT or Pledgor ); -and- MAYBANK ATR KIM ENG SECURITIES, INC., a corporation duly organized and existing under and by virtue of the laws of the Philippines with principal office address at the 17 th Floor, Tower One & Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City (hereinafter referred to as Maybank ATR Kim Eng or Pledgee ). (The CLIENT and Maybank ATR Kim Eng are referred to individually as Party and collectively as Parties ) W I T N E S S E T H: That - WHEREAS, the CLIENT has applied with Maybank ATR Kim Eng for a Margin Credit Line and Maybank ATR Kim Eng has agreed to grant such Margin Credit Line to the CLIENT; WHEREAS, the CLIENT and Maybank ATR Kim Eng have accordingly executed a Margin Credit Line Agreement dated (hereinafter the Credit Agreement ); WHEREAS, as a security for the prompt and effective repayment of the principal, interest and other charges due on the Margin Credit Line and for the performance of any and all other obligations under the Credit Agreement, the CLIENT has offered, and Maybank ATR Kim Eng has accepted such offer, to assign its shares of stock as hereinbelow described in favor of the Maybank ATR Kim Eng, together with all the rights of the CLIENT as the legal and beneficial owner of the said shares; NOW, THEREFORE, premises considered, the CLIENT hereby assigns and transfers, by way of pledge, the shares, together with all the CLIENT's rights and interests as owner thereof, in favor of the Maybank ATR Kim Eng, its assigns and successors-in-interest, subject to the following terms and conditions: 1. PLEDGED SHARES The subject of this pledge are the shares of stock legally and beneficially owned by the CLIENT which are lodged in the Philippine Depository & Trust Corporation ( PDTC ) Account of Maybank ATR Kim Eng and, from time to time, traded by Maybank ATR Kim Eng, for and on behalf of the CLIENT, through the facilities of the Philippine Stock Exchange, subject to the restriction on the Required Collateral Value (as defined below) ( Pledged Shares ) all of which shall, without need for any act or deed form part of the Pledged Shares securing the Secured Obligations (as defined below) under the terms hereof: All shares of stock, if any, arising from stock splits and reverse splits involving the Pledged Shares as well as all stock dividends declared on the Pledged Shares; Any and all replacements of and substitutions to the Pledged Shares; and 1
(c) Any and all additional shares of stocks registered in the name of the CLIENT as Maybank ATR Kim Eng may require as additional security ( Additional Shares ). All shares of stock required to be pledged pursuant to this Section shall, without need for any further act or deed, form part of the Pledged Shares and shall be deemed pledged under the terms and conditions hereof. It is understood, however, that if deemed necessary by Maybank ATR Kim Eng to protect its interests, the CLIENT shall, upon demand of Maybank ATR Kim Eng and at the CLIENT s own expense, execute, deliver and record supplemental instruments in form, substance and manner satisfactory to Maybank ATR Kim Eng covering any or all of the Pledged Shares. 2. SECURED OBLIGATIONS The obligations secured by this Pledge ( Secured Obligations ) are the following: All the obligations of the CLIENT at any time owing under (i) the Credit Agreement, including but not limited to the repayment of the principal, interest, penalties and other charges due on the Margin Credit Line; (ii) any and all instruments or documents issued upon the renewal, extension, amendment or novation of the Credit Agreement and this Pledge, irrespective of whether such obligations as renewed, extended, amended or novated are in the nature of new, separate or additional obligations; and (iii) under any and all instruments or documents issued pursuant to the Credit Agreement and this Pledge. Any and all reasonable expenses which may be incurred in collecting any and all of the above and enforcing any and all rights, powers and remedies of Maybank ATR Kim Eng under this Pledge and the Credit Agreement. 3. DELIVERY OF PLEDGED SHARES Simultaneous with the execution and delivery of this Pledge, the CLIENT shall deliver or cause to be delivered to Maybank ATR Kim Eng or to any such person or entity as Maybank ATR Kim Eng may so designate a list, certified under oath by a responsible officer of the CLIENT. The said certified list shall particularly describe and identify the Pledged Shares and shall attach therewith (i) the stock certificates covering the same, duly endorsed in blank; and/or (ii) a certification from PDTC that the Pledge has been credited to a designated pledge account in favor of Maybank ATR Kim Eng, for uncertificated Pledged Shares. 4. REQUIRED COLLATERAL VALUE For as long as any or all Secured Obligations remain outstanding, the aggregate fair market value of the Pledged Shares shall at all times be equivalent to at least two hundred percent (200%) of the total amount of the outstanding Availments of the CLIENT under the Credit Agreement ( Required Collateral Value ). If at any time in the reasonable opinion of Maybank ATR Kim Eng the fair market value of the Pledged Shares is less than the Required Collateral Value, the CLIENT shall, upon demand of Maybank ATR Kim Eng, pledge under the terms and conditions set forth or referred to herein, additional shares of the CLIENT in other corporations as are acceptable to Maybank ATR Kim Eng of such quality and quantity such that, in the reasonable determination of Maybank ATR Kim Eng, the aggregate market value of the Pledged Shares (including such additional shares) shall at least be equal to the Required Collateral Value. Any and all Additional Shares required to be pledged pursuant to this Section shall, without need for any further act or deed, form part of the Pledged Shares and be deemed pledged under the terms hereof, upon submission by the CLIENT to 2
Maybank ATR Kim Eng of a list of such Additional Shares duly certified, under oath, by a responsible officer of the CLIENT. The said certified list shall particularly describe and identify the additional and/or substitute shares and shall attach therewith (i) the stock certificates covering the same, duly endorsed in blank; and/or (ii) a certification from PDTC that the Pledge has been credited to a designated pledge account in favor of Maybank ATR Kim Eng, for uncertificated Pledged Shares. It is understood, however, that if deemed necessary by Maybank ATR Kim Eng to protect its interest, the CLIENT shall, upon demand of Maybank ATR Kim Eng execute, deliver and record at the CLIENT s own expense and in favor Maybank ATR Kim Eng, supplemental pledge instruments covering such additional shares in the form, substance and manner satisfactory to Maybank ATR Kim Eng covering any or all of the Additional Shares. 5. REPRESENTATIONS AND WARRANTIES OF THE CLIENT The CLIENT hereby represents and warrants to Maybank ATR Kim Eng as follows: (c) (d) (e) (f) (g) (h) The CLIENT hereby reiterates herein all its representations and warranties in the Credit Agreement. The CLIENT is the sole, legal and beneficial owner of the Pledged Shares, and has the right to pledge the Pledged Shares under the terms and conditions of this Pledge. The Pledged Shares are validly issued and outstanding and fully paid and nonassessable and are not subject to any options to purchase, pre-emption rights or similar rights or other restrictions upon disposal which would operate to restrict in any way their disposal should the security be enforced under this Agreement. The Pledged Shares are free from any and all liens and encumbrances of any kind whatsoever. There is no legal or contractual impediment which would in any way impair the validity or enforceability of this Pledge. This Pledge and all other documents and deeds related or supplemental hereto have been authorized by all necessary acts and deeds, and when executed and delivered as contemplated by this Pledge, will be valid, binding, and enforceable in accordance with the terms hereof and thereof. During all the time that the Secured Obligations remain outstanding and unpaid, the Pledged Shares shall at all times have an aggregate fair market value equal to at least the Required Collateral Value. Neither the CLIENT nor any of its properties or assets, including the Pledged Shares, enjoy any right of immunity from suit, jurisdiction of any competent court, attachment prior to judgment, attachment in aid of execution, execution of judgment or set-off in respect of their obligations under this Pledge. 6. COVENANTS OF THE PLEDGOR As long as any portion of the Secured Obligations remains unpaid, the CLIENT hereby covenants and undertakes as follows: The CLIENT will, at its own expense and account, warrant and defend the title to all the Pledged Shares for the benefit of Maybank ATR Kim Eng; and The CLIENT shall not sell, assign, dispose of, or subject to any other encumbrance or lien the Pledged Shares. 7. EVENTS OF DEFAULT The CLIENT shall be in default within the meaning and contemplation of this Pledge, without need for notice to or consent of the CLIENT or any other act or deed, in case any of the following events shall occur: The CLIENT is in default under the provisions of the Credit Agreement. 3
Any representation or warranty or statement made or furnished to Maybank ATR Kim Eng by the CLIENT or otherwise made on its behalf in connection with this Pledge shall prove to have been false or misleading in any material respect. (c) The lien created by this Pledge shall be lost or impaired or shall cease to be a first lien upon the Pledged Shares. 8. CONSEQUENCES OF DEFAULT Default by the Pledgor within the meaning and contemplation of Section 5 above shall, without need for notice to or consent of the CLIENT or any other act or deed, all of which are hereby waived, entitle Maybank ATR Kim Eng to foreclose this Pledge in accordance with the provisions of law in addition to the following remedies, all of which shall be concurrent and cumulative, unless prohibited by law: Upon five (5) banking days prior written notice to the CLIENT, to immediately sell all or any portion of the Pledged Shares in such order or quantity or by such lot or lots as Maybank ATR Kim Eng may deem convenient, necessary or proper, at a private or public sale, at Maybank ATR Kim Eng s place of business or elsewhere, or securities exchange or otherwise, or through negotiated over-thecounter transactions, provided, however, that if Maybank ATR Kim Eng emerges as the purchaser of the Pledged Shares in such foreclosure sale, the CLIENT shall have the right, exercisable within two (2) banking days from the date of the foreclosure sale, to redeem the Pledged Shares from Maybank ATR Kim Eng by paying Maybank ATR Kim Eng the entire amount equivalent to the Secured Obligations extinguished by such purchase by Maybank ATR Kim Eng; To issue receipts, to execute and deliver any instrument or document and/or to do such acts or deeds as may be necessary, proper or convenient to effect the sale, transfer and assignment of any or all rights, title and interests of the CLIENT in any or all of the Pledged Shares to the purchasers or to itself, as the case may be; and (c) To apply the proceeds realized from such sale in accordance with Section 7 hereof. 9. POWER AND AUTHORITY OF THE PLEDGEE To effectively carry out the powers granted under Section 5 of this Pledge, the CLIENT hereby irrevocably names, constitutes and appoints Maybank ATR Kim Eng as its true and lawful attorney-in-fact, with full power and authority to do and perform, through its nominees or agents, with full power of substitution or revocation, any and all acts and things which may be necessary, property and convenient to be done and performed in and about the premises, without, however, any responsibility on the part of Maybank ATR Kim Eng for its failure to do any or all of the powers herein vested, all to the same purposes and effects as if done by the CLIENT, and all acts done in conformity with the powers herein granted are hereby confirmed and ratified. 10. APPLICATION OF PROCEEDS The proceeds to be realized from any sale of the Pledged Shares shall be applied to the payment of the following in the order given: All taxes, assessments, governmental charges or liens, if they have priority over the lien established herein; All reasonable expenses of sale, including but not limited to notices and advertisements thereof, commissions, attorney s fees and other charges, if any; and (c) The Secured Obligations. 11. EFFECTIVITY, TERMINATION AND TERMINATION This Pledge shall continue to be valid, binding and in full force and effect until all the Secured Obligations are fully paid and performed. Upon full payment and 4
performance of all the Secured Obligations, this Pledge shall, without need for any act or deed, cease to have any further force and effect, and Maybank ATR Kim Eng shall immediately return the Pledged Shares to the CLIENT. All capitalized terms used in this Pledge and not defined herein shall have the same meanings as given to them in the Credit Agreement. 12. EXPENSES All expenses in connection with the preparation, execution and delivery of this Pledge, including payment of the documentary stamp taxes thereon, shall be for the account of the CLIENT. 13. IMPLIED WAIVERS The exercise of the rights, privileges and remedies provided in this Pledge shall be at the absolute discretion and option of Maybank ATR Kim Eng. No failure, omission, or delay on the part of Maybank ATR Kim Eng in exercising any of said rights, privileges or remedies shall operate as a waiver of such rights, privileges or remedies. Neither shall any single or partial exercise of any such rights, privileges or remedies preclude any other or further exercise thereof or the exercise of any other privilege, right or remedy. No modification or waiver of any provision and no consent to any departure by the CLIENT therefrom shall in any event be effective unless the same shall be in writing, and then, such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the CLIENT in any case shall entitle it to any other or further notice or deman in similar or other circumstances. 14. ASSIGNMENT No rights, benefits, duties or obligations of the Parties to this Pledge may be assigned, transferred, subcontracted or otherwise disposed of, in whole or in part, without the prior written notice to and consent of the other Party, which consent shall not be unreasonably withheld. This Pledge shall be binding upon and inure to the benefit of the Parties, their respective successors and permitted assigns. The Parties hereby bind themselves to execute any instrument and do everything necessary, to bind their successors and permitted assigns to this Pledge. 15. GOVERNING LAW AND SEVERABILITY This Pledge shall be governed by and interpreted in accordance with the laws of the Republic of the Philippines. If any provision of this Pledge is deemed illegal, invalid or unenforceable, such illegality, invalidity, or unenforceability shall not affect the legality, validity and enforceability of any part of this Pledge, which shall be construed as if such illegal, invalid or unenforceable provision had not been inserted in this Pledge, unless the severability of such illegal, invalid or unenforceable part would destroy the underlying business purposes of this Pledge, in which case the Parties shall negotiate in good faith to substitute such illegal, invalid or unenforceable provision with legal, valid and enforceable provisions which carry out the original intent of the Parties. 5
IN WITNESS WHEREOF, the parties hereto have set their hands on the date and at the place first abovementioned. MAYBANK ATR KIM ENG SECURITIES, INC. By: Client LORENZO T. ROXAS President NILAIDA S. ENRIQUEZ EVP-Operations SIGNED IN THE PRESENCE OF: ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) MAKATI CITY, METRO MANILA ) S.S. BEFORE ME, a Notary Public for and in the above jurisdiction this day of personally appeared the following: Name Maybank ATR-KimEngSecurities, Inc. Lorenzo T. Roxas Nilaida S. Enriquez Client Community Tax Certificate/ Passport No. Date/Place Issued known to me and to me known to be the same persons who executed the foregoing Pledge of Shares of Stock and acknowledged to me that the same is their free and voluntary act and deed. WITNESS MY HAND AND SEAL on the date first abovewritten. Doc. No. ; Page No. ; Book No. ; Series of. 6