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EXHIBIT 4.34
LOAN NO. T0362
LOAN NO. T0388
COBANK, ACB
FIRST AMENDMENT AND SUPPLEMENT TO PLEDGE AGREEMENT
STATE OF LOUISIANA )
)
PARISH OF CALCASIEU )
STATE OF GEORGIA )
)
COUNTY OF XXXX )
BEFORE the respective undersigned Notaries Public, and in the presence
of the undersigned respective competent witnesses, personally came and appeared
the parties listed below, who, after being duly sworn, did state:
THIS FIRST AMENDMENT AND SUPPLEMENT TO PLEDGE AGREEMENT (this "First
Amendment") is made as of July 1, 1996, by and between MERCURY, INC., as
pledgor (the "Pledgor"), and COBANK, ACB, as pledgee ("CoBank"), amending that
certain Pledge Agreement, dated as of April 20, 1995 (the "Pledge Agreement"),
by and between the Pledgor and CoBank.
R E C I T A L S:
WHEREAS, the Pledgor owns 4% of the capital stock of Mercury Cellular
Telephone Company ("MCTC"); and
WHEREAS, CoBank and CTC Financial, Inc. (the "Borrower") have entered
into that certain Loan Agreement, dated as of April 20, 1995 (as the same may
be amended, supplemented, extended or restated from time to time, the "First
Loan Agreement"), providing for a loan of up to $18,000,000 (the "First Loan"),
and into that certain Loan Agreement, dated as of even date herewith (the
"Second Loan Agreement"; the First Loan Agreement and the Second Loan
Agreement, collectively, the "Loan Agreements"), providing for a loan of up to
$13,000,000 (the "Second Loan"; the First Loan and the Second Loan,
collectively, the "Loans"); and
WHEREAS, the proceeds of the First Loan have been reloaned by the
Borrower to MCTC for the purposes set forth in the First Loan Agreement and the
proceeds of the Second Loan will
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First Amendment to Pledge Agreement/Mercury
Loan No. T0362
Loan No. T0388
be reloaned by the Borrower to MCTC for the purposes set forth in the Second
Loan Agreement; and
WHEREAS, as an inducement to CoBank to execute the Loan Agreements and
to make the Loans, the Pledgor has made that certain Limited Recourse
Continuing Guaranty, dated as of April 20, 1995, as amended by that certain
First Amendment and Supplement to Limited Recourse Continuing Guaranty, dated
as of even date herewith (as so amended and as the same may be hereafter
amended, supplemented, extended or restated from time to time, the "Mercury
Limited Recourse Guaranty"), for the benefit of CoBank; and
WHEREAS, to secure the Pledgor's obligations to CoBank under the Mercury
Limited Recourse Guaranty and the "Obligations" (as therein defined), the
Pledgor has agreed to pledge to CoBank the hereinafter defined Pledged
Collateral on the terms and conditions set forth in this Pledge Agreement as
hereby amended;
NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound hereby, the Pledgor and CoBank agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms, when used in this
First Amendment, unless otherwise defined herein, shall have the meanings
ascribed to them in the Pledge Agreement.
SECTION 2. Section 2 of the Pledge Agreement is hereby amended and
restated to read in its entirety as follows:
"SECTION 2. PLEDGE. To secure the payment or
performance of the Obligations, including, without limitation, the
payment of all principal, interest and other amounts becoming due and
payable, whether by acceleration or otherwise, under that certain
Promissory Note, dated April 20, 1995, made by the Borrower to the
order of CoBank (as the same may be amended, extended, renewed or
replaced from time to time, the "First Note"), that certain Promissory
Note, dated July 1, 1996, made by the Borrower to the order of CoBank
(as the same may be amended, extended, renewed or replaced from time
to time, the "Second Note"; the First Note and the Second Note,
collectively, the "Notes"), that certain Promissory Note, dated as of
April 20, 1995, made by MCTC to the order of the Borrower and assigned
to CoBank (as the same may be amended, extended, renewed or replaced
from time to time, the "First MCTC Note"), and that certain Promissory
Note, dated July 1, 1996, made by MCTC to the order of the Borrower
and assigned to CoBank (as the same may be amended, extended, renewed
or replaced from time to time, the "Second MCTC Note"; the First MCTC
Note and the Second MCTC Note, collectively, the "MCTC Notes") and the
performance by the Pledgor under the CCC
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First Amendment to Pledge Agreement/Mercury
Loan No. T0362
Loan No. T0388
Limited Recourse Guaranty as amended by that certain First Amendment
and Supplement to Continuing Guaranty, dated as of July 1, 1996
(collectively, including the Obligations, the "Secured Obligations"),
the Pledgor hereby pledges, hypothecates, assigns, transfers, sets
over and delivers unto CoBank, and grants to CoBank a lien upon and a
security interest in (a) all now owned or hereafter acquired capital
stock of MCTC; and (b) any cash, additional shares or securities or
other property at any time and from time to time receivable or
otherwise distributable in respect of, in exchange for, or in
liquidation of, any and all such stock, together with the proceeds
thereof (all such shares, capital stock, securities, cash, property
and other proceeds thereof, collectively, the "Pledged Collateral").
Upon delivery to CoBank, (i) any securities now or hereafter included
in the Pledged Collateral (the "Pledged Securities") shall be
accompanied by duly executed stock powers in blank and by such other
instruments or documents as CoBank or its counsel may reasonably
request and (ii) all other property comprising part of the Pledged
Collateral shall be accompanied by proper instruments of assignment
duly executed by the Pledgor and by such other instruments or
documents as CoBank or its counsel may reasonably request. Each
delivery of certificates for such Pledged Securities shall be
accompanied by a schedule showing the number of shares and the numbers
of the certificates therefor, theretofore and then being pledged
hereunder, which schedules shall be attached hereto as Schedule 1 and
made a part hereof. Each schedule so delivered shall supersede any
prior schedules so delivered.
TO HAVE AND TO HOLD the Pledged Collateral, together with all
rights, titles, interests, powers, privileges and preferences
pertaining or incidental thereto, unto CoBank, its successors and
assigns, forever, subject, however, to the terms, covenants and
conditions hereinafter set forth."
SECTION 3. All references in the Pledge Agreement and any other
Loan Documents (as defined in the Loan Agreements) to "this Pledge Agreement"
shall hereafter be to the Pledge Agreement, as amended by this First Amendment.
SECTION 4. After giving effect to the amendments to and the
restatement of the Pledge Agreement set forth in this First Amendment, the
representations and warranties of CCC set forth in the Pledge Agreement are
true and correct as of the date hereof as if made on the date hereof.
SECTION 5. It is the intention of the parties hereto that this
First Amendment shall not constitute a novation, it being the intention of the
parties hereto merely to amend the Pledge Agreement as expressly set forth
herein. To the extent not inconsistent herewith, all of the terms and
conditions of the Pledge Agreement shall remain in full force and effect and
are hereby ratified and confirmed by Mercury and CoBank.
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First Amendment to Pledge Agreement/Mercury
Loan No. T0362
Loan No. T0388
SECTION 6. This First Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original and shall be binding
upon all parties and their respective permitted successors and assigns, and all
of which taken together shall constitute one and the same agreement.
SECTION 7. This First Amendment shall be governed by and construed
in accordance with the laws of the State of Louisiana, without reference to
choice of law doctrine.
(Signatures continued on next page.)
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First Amendment to Pledge Agreement/Mercury
Loan No. T0362
Loan No. T0388
THUS DONE AND SIGNED, in several counterparts at the places and on the
dates indicated below, and in the presence of the respective Notaries Public
and the respective undersigned witnesses indicated below, by duly authorized
officers of the respective parties, after a due reading of the whole.
At Lake Charles, Louisiana, on July 1, 1996.
MERCURY, INC.
By: /s/ XXXXXXX X. XXXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxxx, Xx.
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Title: President
Attest: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
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Title: Secretary
[CORPORATE SEAL]
Witnesses to all signatures:
/s/ XXXXXX XXXX
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Witness
/s/ XXX XXXXXXXX
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Witness
(Illegible)
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Notary Public
My commission expires: (Illegible
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[NOTARIAL SEAL]
[Signatures Continued on Next Page]
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First Amendment to Pledge Agreement/Mercury
Loan No. T0362
Loan No. T0388
[Signatures Continued from Previous Page]
At Atlanta, Georgia, on July 2, 1996.
COBANK, ACB
By: /s/ XXXX XXX XXXXXXX
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Name: Xxxx Xxx Xxxxxxx
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Title: Vice President
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Witnesses to signature:
/s/ XXXXXX XXXXXX
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Witness
/s/ XXXX XXXXXX
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Witness
/s/ XXXXXXXX X. XXXXXX
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Notary Public
Notary Public, Xxxx County, Georgia
My commission expires: April 25, 1999
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[NOTARIAL SEAL]
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