Exhibit 10.15
[letterhead of PNCBANK]
December 12, 1997
PNC Bank, Delaware Associated Investments, Inc.
000 Xxxxxxxx Xxxxxx 000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000-1612
Attention: X. Xxxxx Xxxxx Poele Attention: Xxxxx X. Xxxxxxx
Re: CUSTODY AGREEMENT REGARDING PLEDGE OF STOCK
Gentlemen,
PNC Bank, National Association (the "Bank") has agreed to continue to extend
credit to Associated Investments, Inc. ("AII") pursuant to that certain Letter
Agreement dated as of December 12, 1997 (the "Letter Agreement") and that
certain Amended and Restated Demand Note dated as of December 15, 1997 in the
principal amount of $19,000,000 (the "Note"). As security for the indebtedness
due the Bank under the Letter Agreement and the Note, AII has agreed to
continue to pledge to the Bank, pursuant to the Amended and Restated Pledge
Agreement attached hereto (together with any amendments, renewals, supplements
or other modifications thereto from time to time, the "Pledge Agreement"),
shares of common stock of Tele-Communications, Inc. (or other publicly traded
stock acceptable to the Bank in its discretion) (the "TCI Stock") having a
current market value at all times of at least 154% of all of the obligations
of AII to the Bank, including without limitation the amount outstanding under
the Letter Agreement and the Note,
At the request of AII, the Bank has agreed to continue to permit the Pledged
Shares (as defined below) to be held by PNC Bank, Delaware, an affiliate of the
Bank acting as agent for the Bank, in Delaware. By executing the duplicate
original of this letter, PNC Bank, Delaware accepts and AII acknowledges the
appointment of PNC Bank, Delaware as agent for the Bank. It is AGREED that PNC
Bank, Delaware, as agent for the Bank, shall act in accordance with the
following:
1. The Bank hereby directs PNC Bank, Delaware to hold for the use and benefit
of the Bank (i) all of the TCI Stock pledged to the Bank pursuant to the
Pledge Agreement and delivered to PNC Bank, Delaware, (ii) all TCI Stock
and other securities which may from time to time be delivered to PNC Bank,
Delaware, whether by substitution or otherwise, under the Pledge
Agreement, (iii) all proceeds from any of the foregoing (collectively, the
"Pledged Shares"), and (iv) all stock powers provided by AII in connection
with the Pledged Shares.
2. PNC Bank, Delaware shall be the exclusive agent of the Bank and no other
person with respect to the Pledged Shares.
3. The Bank shall have control over the use and disposition, whether by
itself or through its agent, of the Pledged Shares to the extent provided
in the Pledge Agreement.
PNC Bank, Delaware
Associated Investments, Inc.
December 12, 1997
Page 2
4. AII shall not be permitted to withdraw and PNC Bank, Delaware shall not be
permitted to deliver to AII any of the Pledged Shares without the prior
written instruction of the Bank.
XXX hereby agrees to indemnify and hold harmless PNC Bank, Delaware from any
loss incurred by PNC Bank, Delaware, including but not limited to reasonable
attorneys' fees, incurred in connection with such loss, which may arise out of
or result from PNC Bank, Delaware acting as agent for the Bank with respect to
the Pledged Shares or complying with the terms hereof. Notwithstanding the
foregoing, AII shall not be required to indemnify PNC Bank, Delaware for any
loss which was a result of the gross negligence or wilful misconduct of PNC
Bank, Delaware or any of its officers, agents or employees.
This letter may be executed in one or more counterparts, each of which when
executed by the parties hereto shall be regarded as an original, but all of
which together shall constitute one and the same letter.
If the foregoing accurately reflects the understanding of the parties please
execute the duplicate original of this letter and return the same to me.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx, Vice President
Accepted and Agreed to this Accepted and Agreed to this
__ day of December, 1997 12th day of December, 1997
PNC BANK, DELAWARE ASSOCIATED INVESTMENTS, INC.
By: By: /s/ Xxxxx X. Xxxxxxx
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Name: Name: Xxxxx X. Xxxxxxx
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Title: Title: Controller
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