1
EXHIBIT 4.31
--------------------------------------------------------------------------------
PLD TELEKOM INC.
and
THE BANK OF NEW YORK,
as Trustee
------------------------
PLEDGE AGREEMENT
------------------------
Dated as of November 26, 1997
------------------------------------------------------------------------------
2
TABLE OF CONTENTS
Section Page
------- ----
1. Revolving Credit Agreement, Series A Notes and Trust Agreement..................... 1
2. Security Interest.................................................................. 2
3. Pledge of Shares................................................................... 2
4. Voting, etc. While No Default...................................................... 3
5. Dividends and Other Distributions.................................................. 3
6. Remedies in Case of Event of Default............................................... 3
7. Attorney-in-Fact, etc.............................................................. 3
8. Further Assurances, etc............................................................ 4
9. Termination........................................................................ 4
10. Notices............................................................................ 4
11. Miscellaneous...................................................................... 5
Schedule A - Schedule of Pledged Shares
i
3
PLEDGE AGREEMENT dated as of November 26, 1997, entered into
between PLD TELEKOM INC., a Delaware corporation (the "Pledgor")
and THE BANK OF NEW YORK, a New York banking corporation, as
trustee under the Trust Agreement referred to below (the
"Pledgee")
1. REVOLVING CREDIT AGREEMENT, SERIES A NOTES AND TRUST
AGREEMENT. This Agreement is made pursuant to (a) the Revolving Credit Note and
Warrant Agreement, dated as of the date hereof (the "Revolving Credit
Agreement"), between the Pledgor and The Travelers Insurance Company and The
Travelers Indemnity Company (collectively, the "Lenders"), providing, among
other things, for (i) the commitment of the Lenders to make Series A Revolving
Credit Loans from time to time to the Pledgor in an aggregate principal amount
not exceeding $12,400,000 (the "Series A Revolving Credit Loans") and (ii) the
issuance and delivery by the Pledgor to the Lenders of its 12% Series A
Revolving Credit Notes due December 31, 1998 in the aggregate principal amount
of $12,400,000 to evidence the obligation of the Pledgor to repay Series A
Revolving Credit Loans from time to time outstanding in accordance therewith
(such notes, including all notes issued in substitution or exchange therefor
pursuant to the Revolving Credit Agreement, being referred to herein as the
"Series A Notes"; and the Lenders and all other holders from time to time of the
Series A Notes being herein sometimes referred to collectively as the "Series A
Noteholders" and individually as a "Series A Noteholder") and (b) the Trust
Agreement, dated as of the date hereof (the "Trust Agreement"), between the
Pledgor and the Pledgee, pursuant to which the Pledgee has agreed to hold
certain collateral, including the Collateral (as defined in Section 2 hereof)
for the benefit of, among others, the Series A Noteholders. The Notes, the
Revolving Credit Agreement, the Trust Agreement, this Agreement and the other
Security Documents (as defined in Section 3 of the Trust Agreement) and all
other related agreements and documents issued or delivered under or pursuant to
the Revolving Credit Agreement or this Agreement, in each case as the same may
be amended or otherwise modified and in effect from time to time, are herein
sometimes referred to collectively as the "Revolving Credit Documents"; and
terms used and not otherwise defined herein shall have the respective meanings
when used herein as are attributed thereto in the Revolving Credit Agreement.
The obligation of the Lenders to make Series A Revolving Credit Loans
under the Revolving Credit Agreement is conditioned, among other things, on the
execution and delivery by the Pledgor of (a) this Agreement and (b) the Share
Mortgage referred to below to secure (i) the due and punctual payment by the
Pledgor of the principal of and interest on and Additional Amounts (if any) and
Commitment Fees (if any) owing with respect to the Series A Notes, when and as
due, whether at maturity, by acceleration, upon one or more dates set for
repayment or otherwise, (ii) the due and punctual payment of all other
indebtedness and all other monetary obligations (including, without limitation,
indemnities and expenses) of the Pledgor to the holders of Series A Notes under
and in accordance with the Revolving Credit Agreement, the Trust Agreement and
the Security Documents, and (iii) the due and punctual performance of all other
obligations to the holders of Series A Notes under the Revolving Credit
Agreement, the Series A
4
Notes, the Trust Agreement, this Agreement and such Security Documents (all of
the foregoing obligations being herein collectively called the "Obligations").
Because the Collateral (as defined below) which is the subject hereof is
located in Ireland, pursuant to Section 16(c) of the Trust Agreement, the
Pledgor has requested that the Pledgee appoint a foreign collateral agent in
respect of the Collateral and has agreed to enter into a collateral pledge
agreement with such foreign collateral agent pursuant to which the Pledgor shall
purport to grant to such foreign collateral agent a Lien or security interest in
the Collateral for the equal and ratable benefit of the holders of the Series A
Notes. Accordingly, the Company, the Pledgee and Anglo Irish Bank Corporation
plc, as collateral agent for the Pledgee (in such capacity, the "Collateral
Agent"), have executed and delivered an Agency Agreement, dated as of the date
hereof, and the Pledgor and the Collateral Agent are, contemporaneously with the
execution and delivery of this Agreement, entering into the Agreement
Accompanying Legal Mortgage of Shares, dated as of the date hereof and in the
form of Exhibit A hereto (the "Share Mortgage"), which purports to create a Lien
or security interest in the same Collateral which is the subject hereof.
2. SECURITY INTEREST. As used herein, the term "Shares" shall
mean all of the issued and outstanding shares of capital stock of Technocom
Limited, a company registered in Ireland with company number 183622
("Technocom"), at any time owned by the Pledgor. All Shares at any time pledged
or required to be pledged hereunder and under the Share Mortgage are herein
called the "Pledged Shares" and the Pledged Shares, together with all other
securities and property at any time pledged hereunder and under the Share
Mortgage or in which the Pledgee is granted a security interest hereunder
(whether or not specifically described herein) and under the Share Mortgage, and
all income therefrom and proceeds thereof, are herein sometimes referred to
collectively as the "Collateral".
3. PLEDGE OF SHARES. (a) The Pledgor hereby pledges to the
Pledgee, with full power to vote (subject only to Clause 8 of the Share
Mortgage), the Shares owned by the Pledgor on the date hereof and described in
Schedule A attached hereto (certificates therefor, accompanied by stock powers
duly executed in blank by the Pledgor, having been delivered to the Collateral
Agent concurrently with the execution and delivery of the Share Mortgage for
prompt transmittal by the Collateral Agent to the Pledgee), and hereby assigns,
transfers, sets over and delivers to the Pledgee, and grants to the Pledgee a
security interest in, all of the Pledgor's right, title and interest in and to
such Shares (and in and to such certificates), together with all income and
profits therefrom, all cash, shares, warrants, rights, options, other securities
or other property representing a dividend thereon or a distribution or return of
capital thereon or in respect thereof, or payable or distributable in respect
thereof by way of a stock split, spin-off, split-up, revision, reclassification,
combination of shares, other corporate rearrangement or other like change in
respect thereof, or by reason of any consolidation, merger, exchange of stock,
conveyance of assets or other corporate rearrangement, or otherwise distributed
or distributable thereon or in respect thereof or in exchange therefor by any
Person, all other income therefrom and proceeds thereof and all rights and
privileges pertaining thereto, to be held by the Pledgee upon the terms
2
5
and conditions set forth in this Agreement, the Share Mortgageand the Trust
Agreement. The pledge and grant contained in this Section 2 is to be confirmed
by the pledge and grant contained in the Share Mortgage, which pledge and grant
is hereby incorporated herein.
(b) If the Pledgor shall acquire, by stock dividend or other
means as set forth in Clause 7.1 of the Share Mortgage, any additional Shares at
any time or from time to time on or after the date hereof, the Pledgor will
forthwith deliver to the Collateral Agent for prompt transmittal to the Pledgee
certificates therefor, accompanied by stock powers duly executed in blank by the
Pledgor, and will promptly thereafter deliver to the Pledgee and each Series A
Noteholder a written notice describing such Shares and certifying that the same
have been duly pledged with the Pledgee hereunder.
4. VOTING, ETC. WHILE NO DEFAULT. The terms and provisions of the
Share Mortgage regarding the voting rights of the Pledgor with respect to the
Pledged Shares are hereby confirmed and incorporated herein by reference,
mutatis mutandis; provided, however, that as long as no Event of Default has
occurred and is continuing, the Trustee agrees to direct the Collateral Agent as
to the exercise of voting and/or consensual rights as instructed by the Pledgor.
5. DIVIDENDS AND OTHER DISTRIBUTIONS. The terms and provisions of
the Share Mortgage regarding dividends and other distributions in respect of the
Pledged Shares are hereby confirmed and incorporated herein by reference,
mutatis mutandis; provided, however, that as long as no Event of Default has
occurred and is continuing, the Trustee agrees to direct the Collateral Agent to
pay cash dividends to the Pledgor.
6. REMEDIES IN CASE OF EVENT OF DEFAULT. In case an Event of
Default shall have occurred and be continuing, the Collateral Agent shall be
entitled to exercise all of the rights, powers and remedies (whether vested in
it by the Share Mortgage, by law, in equity, by statute or otherwise) for
protection and enforcement of its rights in respect of the Collateral. The
rights and remedies for enforcement of the security created by the Share
Mortgage are hereby confirmed and incorporated herein by reference, mutatis
mutandis.
7. ATTORNEY-IN-FACT, ETC. Without limiting any rights or powers
granted by this Agreement to the Pledgee or granted in the Share Mortgage to the
Collateral Agent while no Event of Default has occurred and is continuing, the
Pledgee is hereby appointed the attorney-in-fact of the Pledgor, effective upon
the occurrence and during the continuance of any Event of Default, for the
purpose of carrying out the provisions of this Agreement and taking any action
and executing any instruments that the Pledgee may reasonably deem necessary or
appropriate to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with an interest. So long as the
Pledgee shall be entitled under this Agreement to make collections in respect of
the Collateral, the Pledgee shall have the right and power to receive, endorse
and collect all checks made payable to or to the order of the Grantor
representing any dividend,
3
6
payment or other distribution in respect of the Collateral or any part thereof
and to give full discharge for the same.
8. FURTHER ASSURANCES, ETC. The Pledgor, at its expense, will
duly execute, acknowledge and deliver all such instruments and take all such
action as the Pledgee or the Required Percentage of Series A Noteholders (as
defined in the Trust Agreement) may reasonably request in order further to
effectuate the purposes of this Agreement and to carry out the terms hereof
including, without limitation, but subject to Section 4, delivering to the
Pledgee irrevocable proxies in respect of the Pledged Stock in form satisfactory
to the Pledgee. The Pledgor, at its expense, will at all times cause this
Agreement (or a proper notice or statement in respect hereof) to be duly
recorded, published and filed and re-recorded, republished and refiled in such
manner and in such places, if any, and will pay or cause to be paid all such
recording, filing and other taxes, fees and charges, if any, and will comply
with all such statutes and regulations, if any, as may be required by law in
order to establish, perfect, preserve and protect the rights and security
interests of the Pledgee hereunder. The Pledgor hereby authorizes the Pledgee to
file financing statements and amendments thereto relative to all or any part of
the Collateral without the signature of the Pledgor where permitted by law.
9. TERMINATION. Upon the indefeasible payment (or repayment) in
full of the principal of, the premium, if any, and interest on and Additional
Amounts (if any) and Commitment Fees (if any) owing with respect to all the
Series A Notes in accordance with the terms of the Revolving Credit Agreement
and the Series A Notes and the payment and performance of all other Obligations
in accordance with the terms of the Revolving Credit Documents, this Agreement
shall terminate and the Pledgee, at the request and expense of the Pledgor, will
execute and deliver to the Pledgor a proper instrument or instruments
acknowledging the satisfaction and termination of this Agreement, and will duly
assign, transfer and deliver to the Pledgor and take such other action
reasonably requested to vest in the Pledgor title to (without recourse to, and
without representation or warranty of any kind by, the Pledgee or any Series A
Noteholder other than, in the case of the Pledgee, as to the absence of liens
created by it on the Collateral being so delivered) such of the Collateral as
has not yet theretofore been sold or otherwise applied or released pursuant to
this Agreement.
10. NOTICES. (a) All notices and other communications hereunder
shall be in writing (including telex, telecopier or similar writing) and shall
be effective (i) if given by telecopier, when transmitted and the appropriate
confirmation received, (ii) if given by certified mail, three Business Days
after being deposited in the mail, (iii) if given by first class mail, postage
prepaid, when received, (iv) if given by telex, upon receipt of the party
transmitting the telex of such party's callback code at the end of such telex
and (v) if given by other means, when received or personally delivered,
addressed as set forth in Section 10(b).
(b) The notices shall be addressed as follows:
4
7
(i) if to the Pledgor, at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: President (with a copy to Xxxxxx,
Xxxxx & Xxxxxxx LLP, at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: H. Xxxxxxxx Xxxxxxx, Xx.), or at such other address as
the Company shall have furnished in writing to the Pledgee and each
holder of any Series A Note at the time outstanding, or
(ii) if to the Pledgee, at 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Corporate Trust Department, or at such
other address as the Pledgee shall have furnished in writing to the
Company and each holder of any Series A Note at the time
outstanding, or
(iii) if to a Lender, at the address of such Lender specified
for notices to it in Schedule I to the Revolving Credit Agreement,
or at such other address as such Lender shall have furnished in
writing to the Company and the Pledgee, or
(iv) if to any other Series A Noteholder, at the address of such
Series A Noteholder as it appears on the Note Register maintained by
the Company pursuant to the Revolving Credit Agreement or at such
other address as such Series A Noteholder shall designate by notice
to the Pledgee and the Pledgor.
Any requirement of the Uniform Commercial Code (as in effect in any applicable
jurisdiction) for the giving of reasonable notice shall be met if such notice is
given as provided in this Section 10 at least ten days before the time of the
sale, disposition or other event giving rise to the required notice.
11. MISCELLANEOUS. The terms of this Agreement may be waived,
altered or amended only by an instrument in writing duly executed by the party
against which enforcement of such waiver, alteration or amendment is sought
(which execution, in the case of the Pledgee, shall have been accomplished in
compliance with Section 10 of the Trust Agreement). This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the Pledgor and
the Pledgee and their respective successors and assigns, including in particular
any successor to the Pledgee at the time acting as the Pledgee under the Trust
Agreement; provided, however, that the Pledgor shall not assign or transfer its
rights hereunder without the prior written consent of the Pledgee. The Pledgee
hereby enters into and accepts this Agreement upon the terms and conditions set
forth in Section 13 of the Trust Agreement with the same force and effect as if
those terms and conditions were repeated at length herein and made applicable to
the Pledgee in respect of any action taken by the Pledgee hereunder. The table
of contents and subdivision headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms hereof.
Unless otherwise specified, any reference in this Agreement to a particular
section or other subdivision, or a particular schedule, shall be considered a
reference to that section or other subdivision of, or to that schedule to, this
Agreement. This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which, taken together, shall constitute
one and the same instrument, and any of the parties hereto may execute
5
8
this Agreement by signing any such counterpart. If any provision hereof is
invalid and unenforceable in any jurisdiction, then, to the fullest extent
permitted by law, the other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed in favor of the
Pledgee and the Series A Noteholders in order to carry out the intentions of the
parties hereto as nearly as may be possible, and the invalidity or
unenforceability of any provision hereof in any jurisdiction shall not affect
the validity or enforceability of such provision in any other jurisdictions.
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN SAID STATE.
[The rest of this page is intentionally left blank.]
6
9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed and delivered by their duly authorized respective officers as of
the date first above written.
PLD TELEKOM INC.
By /s/ E. Xxxxx Xxxxxxxx
--------------------------------------
Title: Senior Vice President
THE BANK OF NEW YORK,
as Pledgee
By /s/ Xxxx X. Xxxxxx
--------------------------------------
Title: Assistant Vice President
7
10
SCHEDULE A
TO
PLEDGE AGREEMENT
SCHEDULE OF PLEDGED SHARES
=====================================================================================================
NAME OF ISSUER DESCRIPTION OF SHARES NUMBER OF SHARES PLEDGED
-----------------------------------------------------------------------------------------------------
Technocom Limited Ordinary shares, 28 shares represented by
par value IR pound sterling 1 each Certificate No. ORD 15
=====================================================================================================
1
