EXHIBIT 10.30
PLEDGE AGREEMENT
This Pledge Agreement, dated November 1, 1997 ("Agreement"), is made by
[SEE ITEM 1 IN ANNEX A] (the "Investor"), to WGL Holdings, Inc., a Delaware
corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Investor has entered into that certain Management
Subscription Agreement, dated as of November 1, 1997 (the "Subscription
Agreement"), pursuant to which the Investor has subscribed for [SEE ITEM 2 IN
ANNEX A] shares (the "Subscription Agreement Shares") of the common stock, par
value $.001 per share, of the Company ("Common Shares"), and capitalized terms
not defined herein but defined therein are used herein as therein defined; and
WHEREAS, the Investor has executed that certain Promissory Note, dated
as of November 1, 1997, payable to the Company (the "Note"), in consideration
for the Subscription Agreement Shares; and
WHEREAS, the Investor is the legal and beneficial owner of the Pledged
Shares (as hereinafter defined); and
WHEREAS, it is a condition precedent under the Subscription Agreement to
the issuance of the Subscription Agreement Shares that the Investor shall have
made the pledge contemplated by this Agreement;
NOW, THEREFORE, in consideration of the premises and to induce the
Company to issue the Subscription Agreement Shares pursuant to the Subscription
Agreement, the Investor hereby agrees with the Company, for the benefit of the
Company, as follows:
SECTION 1. PLEDGE. The Investor hereby pledges to the Company, for the
benefit of the Company, and grants to the Company, for the benefit of the
Company, a security interest in, the following (the "Pledged Collateral"):
(i) all of (x) the Subscription Agreement Shares and
(y) all other Common Shares or other securities of the Company
owned by the Investor, all of which are listed on Schedule I
hereto (collectively, the "Pledged Shares");
(ii) all additional Common Shares or other securities
of the Company from time to time acquired by the Investor
pursuant to any Company stock option, stock grant or
employment related program (any such securities being
"Additional Shares");
(iii) the certificates representing the shares referred
to in clauses (i) and (ii) above; and
(iv) all dividends, cash, instruments and other
property or proceeds, from time to time received, receivable
or otherwise distributed in respect of or in exchange for any
or all of the foregoing (collectively, "Proceeds").
SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures and the
Pledged Collateral is security for the full and prompt payment when due (whether
at stated maturity, by acceleration or otherwise) of, and the performance of,
the Obligations (as such term is defined in the Note) of the Investor pursuant
to the Note, whether now or hereafter existing and whether for principal,
interest, fees, expenses or otherwise.
SECTION 3. DELIVERY OF PLEDGED COLLATERAL. All certificates or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by or on behalf of the Company pursuant hereto and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Company. The Company shall have the right, at any time in
its discretion and without notice to the Investor, to transfer to or to register
in its name or in the name of any of its nominees any or all of the Pledged
Collateral. In addition, the Company shall have the right at any time to
exchange certificates or instruments representing or evidencing any of the
Pledged Collateral for certificates or instruments of smaller or larger
denominations.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Investor makes the
following representations:
(a) The Investor is the legal and beneficial owner of the Pledged
Collateral free and clear of any lien, except for the lien created by this
Agreement.
(b) The pledge of the Pledged Shares pursuant to this Agreement creates
a valid and perfected first priority security interest in the Pledged
Collateral, in favor of, and for the benefit of, the Company securing the
payment of all of the Obligations.
(c) No consent, authorization, approval, or other action by, and no
notice to or filing with, any governmental authority is required either (i) for
the pledge by the Investor of the Pledged Collateral pursuant to this Agreement
or for the due execution, delivery or performance of this Agreement or the Note
by the Investor, or (ii) for the exercise by the Company of the voting or other
rights provided for in this Agreement or of the remedies in respect of the
Pledged Collateral pursuant to this Agreement, except as may be required in
connection with the disposition of the Pledged Collateral by laws affecting the
offering and sale of securities generally.
SECTION 5. FURTHER ASSURANCES, ETC. (a) The Investor agrees that at any
time and from time to time, at the cost and expense of the Investor, the
Investor will promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or desirable, or
that the Company may request, in order to perfect and protect the lien granted
or purported to be granted hereby or to enable the Company to exercise and
enforce its rights and remedies hereunder with respect to any Pledged
Collateral.
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(b) The Investor agrees to defend the title to the Pledged Collateral
and the lien thereon of the Company against the claim of any other Person and to
maintain and preserve such lien until indefeasible payment in full of all of the
Obligations secured hereby (the "Secured Obligations").
SECTION 6. VOTING RIGHTS; DIVIDENDS; ETC.
(a) As long as no Default or Event of Default (as each such term is
defined in the Note) shall have occurred and be continuing (or, in the case of
subsection (a)(i) of this Section 6, as long as no notice thereof shall have
been given by the Company to the Investor):
(i) The Investor shall be entitled to exercise any
and all voting and other consensual rights pertaining to the
Pledged Collateral or any part thereof for any purpose not
inconsistent with the terms of this Agreement; PROVIDED,
HOWEVER, that the Investor shall not exercise or shall refrain
from exercising any such right if, in the Company's judgment,
such action would have a material adverse effect on the value
of the Pledged Collateral or any part thereof.
(ii) The Company shall execute and deliver (or cause to
be executed and delivered) to the Investor all such proxies
and other instruments as the Investor may reasonably request
for the purpose of enabling the Investor to exercise the
voting and other rights which it is entitled to exercise
pursuant to paragraph (i) above.
(b) The Company shall at all times be entitled to receive and retain all
Proceeds, which amounts shall be applied toward payment of the Secured
Obligations; PROVIDED, HOWEVER, that as long as no Default or Event of Default
shall have occurred and be continuing, the Investor shall be entitled to receive
and retain the portion of the Proceeds equal to the amount due and payable by
the Investor in respect of such Proceeds for local, state and federal income
taxes. Any Proceeds received by the Investor shall be received in trust for the
benefit of the Company, be segregated from the other property or funds of the
Investor, and be forthwith delivered to the Company to be applied toward payment
of the Secured Obligations or, at the sole discretion of the Company, to be held
as Pledged Collateral in the same form as so received (with any necessary
indorsement).
(c) The Company shall at all times be entitled to receive and retain all
(i) dividends and other distributions paid or payable
in cash in respect of any Pledged Shares or Additional Shares
in connection with a partial or total liquidation or
dissolution or in connection with a reduction of capital,
capital surplus or paid-in-surplus, and
(ii) cash paid, payable or otherwise distributed in
redemption of, or in exchange for, any Pledged Collateral,
all of which shall be forthwith delivered to the Company to be applied
toward payment of the Secured Obligations and shall, if received by the
Investor, be received in trust for the benefit of the Company, be
segregated from the other property or funds of the Investor, and be
forthwith delivered to the Company to be applied toward payment of the
Secured
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Obligations; PROVIDED, HOWEVER, that as long as no Default or Event of
Default shall have occurred and be continuing, the Investor shall be
entitled to receive and retain the portion of such amounts equal to
the amount due and payable by the Investor in respect thereof for
local, state and federal income taxes.
(d) The Company shall at all times be entitled to receive and retain all
dividends paid or payable other than in cash in respect of, and instruments and
other property received, receivable or otherwise distributed in respect of, or
in exchange for, any Pledged Collateral, all of which shall be forthwith
delivered to the Company to hold as Pledged Collateral and shall, if received by
the Investor, be received in trust for the benefit of the Company, be segregated
from the other property or funds of the Investor, and be forthwith delivered to
the Company to be held as Pledged Collateral in the same form as so received
(with any necessary indorsement).
(e) The Investor shall execute and deliver (or cause to be executed and
delivered) to the Company all such proxies and other instruments as the Company
may request for the purpose of enabling the Company to exercise the rights which
it is entitled to exercise pursuant to subsections (b), (c) and (d) above.
(f) Upon the occurrence and during the continuance of a Default or an
Event of Default:
(i) Upon notice by the Company to the Investor, all
rights of the Investor to exercise the voting and other
consensual rights which it would otherwise be entitled to
exercise pursuant to Section 6(a)(i) above shall cease, and
all such rights shall thereupon become vested in the Company
which shall thereupon have the sole right to exercise such
voting and other consensual rights.
(g) The Investor shall, if necessary to permit the Company to exercise
the voting and other rights which it may be entitled to exercise pursuant to
Section 6(f)(i) above and to receive all dividends and distributions which it
may be entitled to receive under this Section 6, execute and deliver to the
Company, from time to time and upon written notice of the Company, appropriate
proxies, dividend payment orders and other instruments as the Company may
reasonably request. The foregoing shall not in any way limit the Company's power
and authority granted pursuant to Section 8 hereof.
SECTION 7. TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES. (a) Except as
expressly provided in Section 7(c) below, the Investor agrees that it will not
(i) sell or otherwise dispose of, or grant any option or warrant with respect
to, any of the Pledged Collateral, or (ii) create or permit to exist any lien
upon or with respect to any of the Pledged Collateral, except for the lien
created pursuant to this Agreement.
(b) The Investor agrees that it will (i) pledge hereunder, immediately
upon its acquisition (directly or indirectly) thereof, any and all Additional
Shares, and (ii) promptly (and in any event within three business days) deliver
to the Company a Pledge Amendment, duly executed by the Investor, in
substantially the form of Schedule II hereto (a "Pledge Amendment"), in respect
of the Additional Shares, together with all certificates or other instruments
representing or evidencing the same. The Investor hereby (i) authorizes the
Company to attach each Pledge Amendment to this Pledge Agreement, (ii) agrees
that all Additional Shares listed on any Pledge
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Amendment delivered to the Company shall for all purposes hereunder constitute
Pledged Shares and (iii) is deemed to have made, upon such delivery, the
representations and warranties contained in Section 4 hereof with respect to
such Pledged Collateral.
(c) If the Investor desires to sell Pledged Shares (including any
Additional Shares) to an unaffiliated third party for cash (including any such
Additional Shares, the "Sale Shares"), the Company shall, subject to the
reasonable discretion of the Company and applicable law, use reasonable efforts
to release the Sale Shares from the lien created by this Agreement and take such
further actions that the Company may deem to be necessary or desirable in order
to allow consummation of such a sale for such purpose; PROVIDED, HOWEVER, that
(i) all such cash paid, payable or otherwise distributed in exchange for the
Sale Shares shall be applied in accordance with Section 11(e) of this Agreement,
(ii) the Investor shall comply with all laws applicable to any such transaction
and (iii) the Sale Shares shall not be sold hereunder for an amount less than
the fair market value of the Sale Shares, as may be determined in good faith by
the Board of Directors of the Company, provided that any sale of Sale Shares
listed on a national securities exchange or quoted on NASDAQ shall be deemed to
be made for the fair market value thereof.
SECTION 8. COMPANY APPOINTED ATTORNEY-IN-FACT AND PROXY. The Investor
hereby irrevocably constitutes and appoints the Company and any officer or agent
thereof, with full power of substitution, as its true and lawful
attorney-in-fact and proxy with full irrevocable power and authority in the
place and stead of the Investor and in the name of the Investor or in its own
name, from time to time in the Company's discretion, for the purpose of carrying
out the terms of this Agreement, to take any and all appropriate action and to
execute and deliver any and all documents and instruments which the Company may
deem necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, to receive, indorse and collect all instruments
made payable to the Investor representing any dividend or other distribution or
payment in respect of the Pledged Collateral or any part thereof, to give full
discharge for the same, and to vote or grant any consent in respect of the
Pledged Shares authorized by Section 6(f) hereof. The Investor hereby ratifies,
to the extent permitted by law, all that any said attorney shall lawfully do or
cause to be done by virtue hereof. This power, being coupled with an interest,
is irrevocable until the Secured Obligations are paid in full.
SECTION 9. COMPANY MAY PERFORM. If the Investor fails to perform any
agreement contained herein, the Company may itself perform, or cause performance
of, such agreement, and the expenses of the Company incurred in connection
therewith shall be payable by the Investor under Section 12 hereof and
constitute Secured Obligations secured hereby.
SECTION 10. REASONABLE CARE. The Company shall be deemed to have
exercised reasonable care in the custody and preservation of the Pledged
Collateral in its possession if the Pledged Collateral is accorded treatment
substantially equal to that which the Company accords its own property, it being
understood that the Company shall not have responsibility for (i) ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Pledged Collateral, whether or not the
Company has or is deemed to have knowledge of any such matter, or (ii) taking
any necessary steps to preserve rights against any Person with respect to any
Pledged Collateral.
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SECTION 11. REMEDIES UPON DEFAULT. If any Event of Default shall have
occurred and be continuing:
(a) The Company may exercise in respect of the Pledged Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party after default under the
Uniform Commercial Code (the "Code") in effect in the State of New York at that
time, and the Company may also, without notice except as specified below, sell
the Pledged Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange, broker's board or at any office of the Company or
elsewhere, for cash, on credit or for future delivery, and upon such other terms
as the Company may deem commercially reasonable. The Investor agrees that, to
the extent notice of sale shall be required by law, at least ten days' notice to
the Investor thereof and, in the case of a sale, of the time and place of any
public sale or the time after which any private sale is to be made shall
constitute reasonable notification. The Company shall not be obligated to make
any sale of Pledged Collateral regardless of notice of sale having been given.
The Company may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned. The
Investor hereby waives any claims against the Company arising by reason of the
fact that the price at which any Pledged Collateral may have been sold at such a
private sale was less than the price which might have been obtained at a public
sale, even if the Company accepts the first offer received and does not offer
such Pledged Collateral to more than one offeree.
(b) If the Company shall determine to exercise its right to sell all or
any of the Pledged Collateral pursuant to this Section 11, the Investor agrees
that, upon request of the Company, the Investor will, at its own cost and
expense execute and deliver all such instruments and documents as may be
necessary or, in the opinion of the Company, necessary or advisable to register
such Pledged Shares under the provisions of the Securities Act of 1933, as from
time to time amended (the "Securities Act").
(c) The Investor recognizes that, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws, the
Company may, at its option, elect not to register all or any part of the Pledged
Collateral and may therefore be compelled, with respect to any sale of all or
any part of the Pledged Collateral, to limit purchasers to those who will agree,
among other things, to acquire such securities for their own account, for
investment, and not with a view to the distribution or resale thereof. The
Investor acknowledges and agrees that any such sale may result in prices and
other terms less favorable to the seller than if such sale were a public sale
without such restrictions and, notwithstanding such circumstances, agrees that
any such sale shall be deemed to have been made in a commercially reasonable
manner. The Company shall be under no obligation to delay the sale of any of the
Pledged Collateral for the period of time necessary to permit the registration
of such securities for public sale under the Securities Act, or under applicable
state securities laws, even if the Investor would agree to do so.
(d) If the Company determines to exercise its right to sell any or all
of the Pledged Collateral, upon written request, the Investor shall, from time
to time, furnish to the Company all such information as the Company may request
in order to determine the number of shares and other instruments included in the
Pledged Collateral which may be sold by the Company.
6
(e) Any cash held by the Company as Pledged Collateral and all cash
proceeds received by the Company in respect of any sale of, collection from, or
other realization upon all or any part of the Pledged Collateral shall be
applied by the Company:
First, to the payment of the costs and expenses of such sale, including,
without limitation, reasonable expenses of the Company and its agents including
the fees and expenses of its counsel, and all expenses, liabilities and advances
made or incurred by the Company in connection therewith or pursuant to Section 9
hereof;
Next, to the Company for the payment in full of the Secured Obligations;
and
Finally, after payment in full of all of the Secured Obligations, to the
Investor, or its successors or assigns, or to whomsoever may be lawfully
entitled to receive the same as a court of competent jurisdiction may direct.
The Investor further acknowledges the impossibility of ascertaining the
amount of damages which would be suffered by the Company by reason of the
failure by the Investor to perform any of the covenants contained in this
Section 11 and, consequently, agrees that, if the Investor shall fail to perform
any of such covenants, it shall pay, as liquidated damages and not as a penalty,
an amount equal to the value of the Pledged Collateral on the date the Company
shall demand compliance with this Section 11, subject to the foregoing
provisions of this Section 11(e) regarding application of proceeds.
SECTION 12. EXPENSES. The Investor will upon demand pay to the Company
the amount of any and all reasonable expenses, including, without limitation,
the reasonable fees and expenses of the Company's counsel and of any experts and
agents, which the Company may incur after an Event of Default in connection with
(i) realization upon any of the Pledged Collateral, (ii) the exercise or
enforcement of any of the rights and remedies hereunder of the Company or (iii)
the failure by the Investor to perform or observe any of the provisions hereof.
SECTION 13. SECURITY INTEREST ABSOLUTE. All rights of the Company and
security interests hereunder, and all obligations of the Investor hereunder,
shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of any
provision of the Subscription Agreement, the Note or any other
document, agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment
of, or in any other term of, or any increase in the amount of,
all or any of the Secured Obligations, or any other amendment
or waiver of any term of, or any consent to any departure from
any requirement of, the Subscription Agreement, the Note or
any other document, agreement or instrument relating thereto;
or
(iii) any other circumstance which might otherwise
constitute a defense available to, or a discharge of, a
borrower or a pledgor.
7
SECTION 14. AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement nor consent to any departure by the Investor herefrom shall in
any event be effective unless the same shall be in writing and signed by the
Company, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
SECTION 15. ADDRESSES FOR NOTICES. All notices and other communications
provided for hereunder shall be in writing (including telegraphic, telex,
telecopy or cable communication) and mailed, telegraphed, telexed, telecopied,
cabled or delivered by hand, addressed as follows:
IF TO THE INVESTOR:
[SEE ITEM 3 IN ANNEX A]
IF TO THE COMPANY:
WGL Holdings, Inc.
10,000 Xxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: President
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxx, Esq.
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopy No.: (000) 000-0000
or at such other address as shall be designated by such party in a written
notice to each other party complying as to delivery with the terms of this
Section 15. All such notices and other communications shall, when mailed,
telegraphed, telexed, telecopied, cabled or delivered, be effective when
deposited in the mails, delivered to the telegraph company, confirmed by telex
answerback, telecopied with confirmation of receipt, delivered to the cable
company or delivered by hand to the addressee or its agent, respectively.
SECTION 16. CONTINUING SECURITY INTEREST; TRANSFER OF NOTES OR
OBLIGATIONS. This Agreement shall create a continuing security interest in the
Pledged Collateral and shall (i) remain in full force and effect until
indefeasible payment in full of the Obligations, (ii) be binding upon the
Investor, his heirs and assigns, and (iii) inure, together with the rights and
remedies of the Company hereunder, to the benefit of and be enforceable by the
Company and its successors, transferees and assigns. Without limiting the
generality of the foregoing clause (iii), the Company may assign or otherwise
transfer the Note or Obligation owing to it to any other person or entity, and
such other person or entity shall thereupon become vested with all the rights in
respect thereof granted to the Company herein or otherwise with respect to such
Note or such of the Obligations so transferred or assigned. Upon the payment in
full of the Obligations, the Investor shall be entitled to the return, upon its
request and at its expense, of such of the Pledged Collateral as shall not have
been sold or otherwise applied pursuant to the terms hereof.
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SECTION 17. GOVERNING LAW; SEVERABILITY; TERMS. This Agreement shall be
governed by, and be construed and interpreted in accordance with, the laws of
the State of New York, other than the conflict of laws rules or principles
thereof. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity and without invalidating the remaining provisions of
this Agreement. Unless otherwise defined herein or in the Subscription
Agreement, terms defined in Article 9 of the Uniform Commercial Code as in
effect in the State of New York are used herein as therein defined.
SECTION 18. WAIVER OF JURY TRIAL. THE INVESTOR WAIVES ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER DOCUMENT, AGREEMENT
OR INSTRUMENT ENTERED INTO IN CONNECTION THEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE COMPANY.
SECTION 19. SECTION TITLES. The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not part of this Agreement.
SECTION 20. CONSENT TO JURISDICTION. (a) Any legal action or proceeding
with respect to this Agreement, the Pledged Collateral (including, without
limitation, the Pledged Shares) or any document related thereto may be brought
in the courts of the State of New York or of the United States of America for
the Southern District of New York, and, by execution and delivery of this
Agreement, each of the Company and the Investor hereby accepts for itself and in
respect of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts. The parties hereto hereby irrevocably waive any objection,
including, without limitation, any objection to the laying of venue or based on
the grounds of FORUM NON CONVENIENS, which any of them may now or hereafter have
to the bringing of any such action or proceeding in such respective
jurisdictions.
(b) The Company and the Investor irrevocably consent to the service of
process of any of the aforesaid courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Company or the Investor, respectively, at its address provided herein.
(c) Nothing contained in this Section 20 shall affect the right of any
party hereto to serve process in any other manner permitted by law.
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IN WITNESS WHEREOF, the Investor has caused this Pledge Agreement to be
duly executed and delivered by its duly authorized officer on the date first
above written.
INVESTOR:
/S/ [SEE ITEM 1 IN ANNEX A
-------------------------------------
[SEE ITEM 1 IN ANNEX A]
Accepted and Acknowledged:
WGL HOLDINGS, INC.
By: [SEE ITEM 4 IN ANNEX A]
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SCHEDULE I TO PLEDGE AGREEMENT
STOCK
CERTIFICATE
CLASS OF STOCK NO(S) PAR VALUE NUMBER OF SHARES
-------------- ----------- --------- -----------------
Common Stock [SEE ITEM 5 IN ANNEX A] $.001 [SEE ITEM 6 IN ANNEX A]
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SCHEDULE II TO PLEDGE AGREEMENT
PLEDGE AMENDMENT
This Pledge Amendment, dated [SEE ITEM 7 IN ANNEX A]
is delivered pursuant to Section 7 of the Pledge Agreement
referred to below. The undersigned hereby agrees that this
Pledge Amendment may be attached to the Pledge Agreement,
dated November 1, 1997, between the undersigned and WGL
Holdings, Inc. and that the Additional Shares listed on this
Pledge Amendment shall be and become part of the Pledged
Collateral referred to in the Pledge Agreement and shall
secure all Secured Obligations of the undersigned. The terms
defined in the Pledge Agreement are being used herein as
therein defined.
/S/ [SEE ITEM 1 IN ANNEX A]
-------------------------------------------
[SEE ITEM 1 IN ANNEX A]
STOCK
CERTIFICATE
ISSUER CLASS OF STOCK NO(S) PAR VALUE NUMBER OF SHARES
------ -------------- ----------- --------- ----------------
WGL Holdings, Inc. Common Stock [SEE ITEM 8 IN $.001 [SEE ITEM 9 IN ANNEX A]
ANNEX A]
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ANNEX A
The foregoing form of Pledge Agreement was entered into by six
Investors. The information omitted from the foregoing form of Pledge
Agreement with respect to such Investors, which are designated below as
parties A through F, respectively, is set forth below:
ITEM 1
Party A: Xxxxxx X. Xxxxxxx
Party B: Xxxxx X. Xxxxxxx
Party C: Xxxxx X. XxXxxxxx
Party D: Xxxxxx X. Xxxxxx
Party E: Xxxxxx X. Xxxxxxx
Party F: Xxxxxxx X. Xxxx
ITEM 2
Party A: 570,000
Party B: 142,000
Party C: 256,000
Party D: 268,000
Party E: 180,000
Party F: 268,000
ITEM 3
Party A: Xxxxxx X. Xxxxxxx
00 Xxxx Xxxxx Xxx
Xxxxxxx, X.X. 00000
Telecopy No.: (000) 000-0000
Party B: Xxxxx X. Xxxxxxx
0000 Xxxxx Xxxxxx Xx.
Xxxxxxxxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Party C: Xxxxx X. XxXxxxxx
0000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxxxxx, X.X. 00000
Telecopy No.: (000) 000-0000
Party D: Xxxxxx X. Xxxxxx
0000 Xxxxxxxxxx
X. Xxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Party E: Xxxxxx X. Xxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Party F: Xxxxxxx X. Xxxx
0000 Xxxxxx Xx.
X. Xxxxxxx, XX 00000
Telephone No.: (000) 000-0000
ITEM 4
Party A: /S/ XXXXX X. XXXXXXXX
---------------------------------------
Xxxxx X. XxXxxxxx
Vice President and Secretary
Party B: /S/ XXXXXX X. XXXXXXX
---------------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
Party C: /S/ XXXXXX X. XXXXXXX
---------------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
Party D: /S/ XXXXXX X. XXXXXXX
---------------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
Party E: /S/ XXXXXX X. XXXXXXX
---------------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
Party F: /S/ XXXXXX X. XXXXXXX
---------------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
ITEM 5
Party A: 16
Party B: 27
Party C: 28
Party D: 29
Party E: 30
Party F: 31
ITEM 6
Party A: 285,000
Party B: 71,000
Party C: 128,000
Party D: 134,000
Party E: 90,000
Party F: 134,000
2
ITEM 7
Party A: November 3, 1997
Party B: November 3, 1997
Party C: November 3, 1997
Party D: November 3, 1997
Party E: November 3, 1997
Party F: November 6, 1997
ITEM 8
Party A: 36
Party B: 38
Party C: 39
Party D: 40
Party E: 41
Party F: 42
ITEM 9
Party A: 570,000
Party B: 142,000
Party C: 256,000
Party D: 268,000
Party E: 180,000
Party F: 268,000
3